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<TITLE>Form 8-K</TITLE>
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 <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;</P>
<P STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>FORM 8-K
</B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>CURRENT REPORT </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Pursuant
to Section&nbsp;13 or 15(d) of </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>the Securities Exchange Act of 1934 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Date of Report (Date of earliest event reported) October&nbsp;23, 2013 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g616228image2.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>WASTE CONNECTIONS, INC. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact name of registrant as specified in its charter) </B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center>
<P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>DELAWARE
</B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(State or other jurisdiction of incorporation or organization) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>COMMISSION FILE NO. 1-31507 </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><FONT STYLE="white-space:nowrap">94-3283464</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(I.R.S. Employer Identification No.) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>3 Waterway Square Place, Suite 110, The Woodlands, TX, 77380 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of principal executive offices) (Zip code) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(832) 442-2200 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s telephone number, including area code) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center> <P STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</P></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions: </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="4%" VALIGN="top" ALIGN="left"><FONT STYLE="FONT-FAMILY:WINGDINGS">&#168;</FONT></TD>
<TD ALIGN="left" VALIGN="top">Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </TD></TR></TABLE> <P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="8%" VALIGN="top" ALIGN="left">Item&nbsp;7.01</TD>
<TD ALIGN="left" VALIGN="top">Regulation FD Disclosure. </TD></TR></TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">During our earnings conference call on October&nbsp;23, 2013, we
highlighted the following outlook for the fourth quarter 2013. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><I>(Dollar amounts are approximations)</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">For the fourth quarter of the year, we estimate our revenue to be between $477 million to $480 million. We estimate net pricing growth to be
about 2.9% and volume growth to be between 0.5% and 1.0%. Recycling, intermodal and other growth is estimated to be between negative 0.5% and negative 1%. Adjusted EBITDA is estimated to be between $162 million and $163 million, reflecting a margin
of about 34%. Depreciation and amortization expense is estimated to be about 12.8% of revenue.&nbsp;Amortization of intangibles expense is estimated to be about $6.5 million, or $0.03 per diluted share. Operating income is estimated to be about
21.2% of revenue.&nbsp;We expect interest expense to be approximately $17.8 million. We expect our effective tax rate to be&nbsp;about 39.2%.&nbsp;Noncontrolling interests expense is estimated to be about $200,000.</P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">These estimates assume no change in the current economic environment and a November&nbsp;1, 2013 closing of the transaction in the Minnesota
Twin Cities region, but they exclude the impact of any other acquisitions that may close during the period and items such as the expensing of acquisition-related transaction costs. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman">Adjusted EBITDA is considered a non-GAAP financial measure, and is provided supplementally because it is widely used by investors as a
performance and valuation measure in the solid waste industry.&nbsp;Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations.&nbsp;We define adjusted EBITDA as
income before income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other income. We
further adjust this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of our business.&nbsp;This measure is not a substitute for, and should be used in conjunction with, GAAP
financial measures.&nbsp;Other companies may calculate this measure differently. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><I>Safe Harbor for Forward-Looking Statements</I> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:8%; font-size:10pt; font-family:Times New Roman"><I>Certain statements contained in this report are forward-looking in nature, including statements related to: economic trends and the impact
of such trends on our business, expectations with respect to pricing strength and waste volume growth, expectations with respect to E&amp;P waste and customer activity, the timing and impact of acquisition activity, the timing, cost and tax impacts
of landfill equipment and CNG fleet purchase, our fourth quarter 2013 outlook and expectations regarding incremental growth. These statements can be identified by the use of forward-looking terminology such as &#147;believes,&#148;
&#147;expects,&#148; &#147;may,&#148; &#147;will,&#148; &#147;should,&#148; or &#147;anticipates,&#148; or the negative thereof or comparable terminology, or by discussions of strategy.&nbsp;Factors that could cause actual results to differ from
those projected include, but are not limited to, the following:&nbsp;(1)&nbsp;our acquisitions may not be successful, which may reduce the anticipated benefit from acquired businesses; (2)&nbsp;a portion of our growth and future financial
performance depends on our ability to integrate acquired businesses into our organization and operations; (3)&nbsp;our indebtedness could adversely affect our financial condition and limit our financial flexibility; (4)&nbsp;competition for
acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (5)&nbsp;our industry is highly competitive and includes larger and better capitalized companies,
companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (6)&nbsp;we may lose contracts through competitive bidding,
early termination or governmental action; (7)&nbsp;price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume; (8)&nbsp;economic downturns adversely affect operating results; (9)&nbsp;our results are
vulnerable to economic conditions and seasonal factors affecting the regions in which we operate; (10)&nbsp;the E&amp;P waste disposal business depends on oil and gas prices and the level of drilling and production activity in the basins in which we
operate;(11)&nbsp;we have limited experience in running an E&amp;P waste treatment, recovery and disposal business; (12)&nbsp;our E&amp;P waste business is dependent upon the willingness of our customers to outsource their waste management
activities; (13)&nbsp;changes in laws or government regulations regarding hydraulic fracturing could increase our customers&#146; costs of doing business and reduce oil and gas production by our customers, which could adversely impact our business;
(14)&nbsp;our E&amp;P waste business could be adversely affected by changes in laws regulating E&amp;P waste; (15)&nbsp;we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could
interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (16)&nbsp;increases in the price of diesel fuel may adversely affect our collection business and
reduce our operating margins; (17)&nbsp;increases in labor and disposal and related transportation costs could impact our financial results; (18)&nbsp;efforts by labor unions could divert management attention and adversely affect operating results;
(19)&nbsp;we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (20)&nbsp;increases in insurance
costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (21)&nbsp;each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover,
including environmental liabilities; (22)&nbsp;liabilities for environmental damage may adversely affect our financial condition, business and earnings; (23)&nbsp;our accruals for our landfill site closure and post-closure costs may be inadequate;
(24)&nbsp;the financial soundness of our customers could affect our business and operating results; (25)&nbsp;we depend significantly on the services of the members of our senior, regional and district management team, and the departure of any of
those persons could cause our operating results to suffer; (26)&nbsp;our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (27)&nbsp;we may incur charges related to
capitalized expenditures of landfill development projects, which would decrease our earnings; (28)&nbsp;because we depend on railroads for our intermodal operations, our operating results and financial condition are likely to be adversely affected
by any reduction or deterioration in rail service; (29)&nbsp;our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (30)&nbsp;our financial results are based upon estimates and assumptions that
may differ from actual results; (31)&nbsp;the adoption of new accounting standards or interpretations could adversely affect our financial results; (32)&nbsp;pending or future litigation or governmental proceedings could result in material adverse
consequences, including judgments or settlements; and (33)&nbsp;if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer.
These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There
may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect
events or circumstances that may change. </I></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom" COLSPAN="3"><B>WASTE CONNECTIONS, INC.</B></TD></TR>
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<TD VALIGN="top"> <P STYLE="text-indent:2.00em; font-size:10pt; font-family:Times New Roman"><U></U>Date: October&nbsp;23, 2013</P></TD>
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<TD VALIGN="bottom">BY:</TD>
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<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">/s/ Worthing F. Jackman</P></TD></TR>
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<TD VALIGN="bottom">Worthing F. Jackman,</TD></TR>
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<TD VALIGN="bottom">Executive Vice President and Chief Financial Officer</TD></TR>
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Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 23, 2013
WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
COMMISSION FILE NO. 1-31507
94-3283464
(I.R.S. Employer Identification No.)
3 Waterway Square Place, Suite 110, The Woodlands, TX, 77380
(Address of principal executive offices) (Zip code)
(832) 442-2200
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01
Regulation FD Disclosure.
During our earnings conference call on October 23, 2013, we
highlighted the following outlook for the fourth quarter 2013.
(Dollar amounts are approximations)
For the fourth quarter of the year, we estimate our revenue to be between $477 million to $480 million. We estimate net pricing growth to be
about 2.9% and volume growth to be between 0.5% and 1.0%. Recycling, intermodal and other growth is estimated to be between negative 0.5% and negative 1%. Adjusted EBITDA is estimated to be between $162 million and $163 million, reflecting a margin
of about 34%. Depreciation and amortization expense is estimated to be about 12.8% of revenue. Amortization of intangibles expense is estimated to be about $6.5 million, or $0.03 per diluted share. Operating income is estimated to be about
21.2% of revenue. We expect interest expense to be approximately $17.8 million. We expect our effective tax rate to be about 39.2%. Noncontrolling interests expense is estimated to be about $200,000.
These estimates assume no change in the current economic environment and a November 1, 2013 closing of the transaction in the Minnesota
Twin Cities region, but they exclude the impact of any other acquisitions that may close during the period and items such as the expensing of acquisition-related transaction costs.
Adjusted EBITDA is considered a non-GAAP financial measure, and is provided supplementally because it is widely used by investors as a
performance and valuation measure in the solid waste industry. Management uses adjusted EBITDA as one of the principal measures to evaluate and monitor the ongoing financial performance of our operations. We define adjusted EBITDA as
income before income tax provision, plus interest expense, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any loss or gain on disposal of assets, plus other expense, less other income. We
further adjust this calculation to exclude the effects of items management believes impact the ability to assess the operating performance of our business. This measure is not a substitute for, and should be used in conjunction with, GAAP
financial measures. Other companies may calculate this measure differently.
Safe Harbor for Forward-Looking Statements
Certain statements contained in this report are forward-looking in nature, including statements related to: economic trends and the impact
of such trends on our business, expectations with respect to pricing strength and waste volume growth, expectations with respect to E&P waste and customer activity, the timing and impact of acquisition activity, the timing, cost and tax impacts
of landfill equipment and CNG fleet purchase, our fourth quarter 2013 outlook and expectations regarding incremental growth. These statements can be identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," or "anticipates," or the negative thereof or comparable terminology, or by discussions of strategy. Factors that could cause actual results to differ from
those projected include, but are not limited to, the following: (1) our acquisitions may not be successful, which may reduce the anticipated benefit from acquired businesses; (2) a portion of our growth and future financial
performance depends on our ability to integrate acquired businesses into our organization and operations; (3) our indebtedness could adversely affect our financial condition and limit our financial flexibility; (4) competition for
acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (5) our industry is highly competitive and includes larger and better capitalized companies,
companies with lower prices, return expectations or other advantages, and governmental service providers, which could adversely affect our ability to compete and our operating results; (6) we may lose contracts through competitive bidding,
early termination or governmental action; (7) price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume; (8) economic downturns adversely affect operating results; (9) our results are
vulnerable to economic conditions and seasonal factors affecting the regions in which we operate; (10) the E&P waste disposal business depends on oil and gas prices and the level of drilling and production activity in the basins in which we
operate;(11) we have limited experience in running an E&P waste treatment, recovery and disposal business; (12) our E&P waste business is dependent upon the willingness of our customers to outsource their waste management
activities; (13) changes in laws or government regulations regarding hydraulic fracturing could increase our customers' costs of doing business and reduce oil and gas production by our customers, which could adversely impact our business;
(14) our E&P waste business could be adversely affected by changes in laws regulating E&P waste; (15) we may be subject in the normal course of business to judicial, administrative or other third party proceedings that could
interrupt or limit our operations, require expensive remediation, result in adverse judgments, settlements or fines and create negative publicity; (16) increases in the price of diesel fuel may adversely affect our collection business and
reduce our operating margins; (17) increases in labor and disposal and related transportation costs could impact our financial results; (18) efforts by labor unions could divert management attention and adversely affect operating results;
(19) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate and the accrued pension benefits are not fully funded; (20) increases in insurance
costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (21) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover,
including environmental liabilities; (22) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (23) our accruals for our landfill site closure and post-closure costs may be inadequate;
(24) the financial soundness of our customers could affect our business and operating results; (25) we depend significantly on the services of the members of our senior, regional and district management team, and the departure of any of
those persons could cause our operating results to suffer; (26) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (27) we may incur charges related to
capitalized expenditures of landfill development projects, which would decrease our earnings; (28) because we depend on railroads for our intermodal operations, our operating results and financial condition are likely to be adversely affected
by any reduction or deterioration in rail service; (29) our financial results could be adversely affected by impairments of goodwill or indefinite-lived intangibles; (30) our financial results are based upon estimates and assumptions that
may differ from actual results; (31) the adoption of new accounting standards or interpretations could adversely affect our financial results; (32) pending or future litigation or governmental proceedings could result in material adverse
consequences, including judgments or settlements; and (33) if we are not able to develop and protect intellectual property, or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer.
These risks and uncertainties, as well as others, are discussed in greater detail in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. There
may be additional risks of which we are not presently aware or that we currently believe are immaterial which could have an adverse impact on our business. We make no commitment to revise or update any forward-looking statements in order to reflect
events or circumstances that may change.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
WASTE CONNECTIONS, INC.
Date: October 23, 2013
BY:
/s/ Worthing F. Jackman
Worthing F. Jackman,
Executive Vice President and Chief Financial Officer