2. Forward Looking Statements
Forward-Looking Statement
This presentation includes "forward-looking statements" within the meaning of the safe harbor provisions of the
United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," and "continue" and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements may include, without limitation, statements relating
to future financial and operating results, our financial condition and our plans, objectives, prospects, expectations
and intentions. These forward-looking statements involve significant risks and uncertainties and other factors and
assumptions that could cause actual results to differ materially from the forward-looking statements. Most of these
factors and assumptions are outside our control and are difficult to predict. In addition to the factors and
assumptions contained in this presentation, the following factors and assumptions, among others, could cause or
contribute to such material differences: downturns in the worldwide economy; our ability to realize all of the
expected synergies resulting from the Waste Services, Inc. acquisition; our ability to further integrate Waste Services,
Inc. into Progressive Waste Solutions Ltd. in a timely and cost-effective manner; our ability to obtain, renew and
maintain certain permits, licenses and approvals relating to our landfill operations; and fuel cost and commodity
price fluctuations. Additional factors and assumptions that could cause Progressive Waste Solutions Ltd.'s results to
differ materially from those described in the forward-looking statements can be found in the most recent annual
information form under the heading “Risk Factors”. Progressive Waste Solutions Ltd. cautions that the foregoing list
of factors is not exclusive and that investors should not place undue reliance on such forward-looking statements. All
subsequent written and oral forward-looking statements concerning Progressive Waste Solutions Ltd., or other
matters attributable to Progressive Waste Solutions Ltd. or any person acting on its behalf are expressly qualified in
their entirety by the cautionary statements above. Progressive Waste Solutions Ltd. does not undertake any
obligation to update any forward-looking statement, whether written or oral, relating to the matters discussed in this
communication, except as required by law.
2
4. FY 2012 Highlights
Core business of solid waste collection, transfer and disposal remained solid in
the fourth quarter and demonstrated resilience throughout 2012
Plan for the U.S. Northeast operations is well underway
Completed 19 strategic acquisitions in 2012, including seven in Q4/12
We remain focused on the disciplined deployment of capital to improve ROIC
Core business is well-positioned for growth in 2013
4
5. 2012 Financial Highlights
(US$MM)
Q4/11 Q4/12 QoQ FY11 FY12 YoY
Except per share amounts
Canada $185.6 $199.0 7.2% $757.6 $776.8 2.5%
U.S. South 185.4 201.7 8.8% 723.3 780.3 7.9%
U.S. Northeast 86.2 95.1 10.3% 359.2 339.6 (5.4%)
Total Revenues $457.2 $495.8 8.4% $1,840.1 $1,896.7 3.1%
Adjusted Net Income(A) $38.0 $28.2 (25.9%) $135.0 $113.2 (16.2%)
Reported Net Income (Loss) ($296.2) $11.8 104.0% ($196.1) $94.4 148.1%
Adjusted EPS (diluted) $0.32 $0.24 (25.0%) $1.12 $0.97 (13.4%)
Reported EPS (diluted) ($2.48) $0.10 104.0% ($1.63) $0.81 150.0%
Adjusted Operating Income(A) $76.0 $61.6 (19.0%) $280.9 $246.1 (12.4%)
Adjusted EBITDA(A) $133.9 $133.7 (0.1%) $534.5 $519.7 (2.8%)
29.3% 27.0% (230bps) 29.0% 27.4% (160bps)
Free Cash Flow(B) $59.3 $36.6 (38.2%) $262.5 $172.5 (34.3%)
Weighted Average Share Count 120.7 116.2
Total Actual Outstanding Share Count 115.2 118.3
(A) Please refer to the definition and explanation of (A) on slide 21.
(B) Please refer to the definition and explanation of (B) on slide 23.
5
6. Revenue Growth
• Q4 2012 reported revenues increased 8.4% to $495.8MM QoQ
CAN US Q4/11 CAN US Q4/12
Components of Revenue Growth Q4/11** Q4/11** Total Q4/12** Q4/12** Total
(Decline) Company Company
Core Price* 2.1% 0.5% 1.2% 1.5% 1.0% 1.2%
Fuel Surcharges 0.8% 1.0% 0.9% 0.1% 0.6% 0.3%
Recycling and Other* (0.2%) (0.2%) (0.2%) (1.6%) (0.6%) (1.0%)
Total Price Growth (Decline) 2.7% 1.3% 1.9% - 1.0% 0.5%
Volume 1.5% - 0.6% (2.6%) 2.0% 0.1%
Total gross organic
4.2% 1.3% 2.5% (2.6%) 3.0% 0.6%
revenue growth (Decline)
Acquisitions 0.3% 9.5% 5.6% 6.4% 6.3% 6.4%
Total growth excluding FX 4.5% 10.8% 8.1% 3.8% 9.3% 7.0%
FX 1.4%
Total growth including FX 8.4%
(*)Prior period amounts have been adjusted to conform to the current period's presentation.
(**)Component percentages for 2012 have been presented on a reportable revenue basis, while component percentages for 2011 have been presented on a
gross revenue basis.
6
7. Revenue Growth
• FY12 reported revenues increased 3.1% to $1,896.7MM YoY
CAN US Total Company CAN US Total Company
Components of Revenue Growth FY11** FY11** FY11 FY12** FY12** FY12
(Decline)
Core Price* 2.4% 0.8% 1.4% 2.1% 1.0% 1.4%
Fuel Surcharges 1.1% 1.1% 1.1% 0.3% 0.5% 0.4%
Recycling and Other* 0.3% 0.4% 0.4% (1.6%) (1.7%) (1.6%)
Total Price Growth (Decline) 3.8% 2.3% 2.9% 0.8% (0.2%) 0.2%
Volume 1.2% 0.2% 0.6% (0.9%) (1.4%) (1.2%)
Total gross organic
5.0% 2.5% 3.5% (0.1%) (1.6%) (1.0%)
revenue growth (Decline)
Acquisitions 0.7% 9.8% 6.0% 3.7% 5.1% 4.5%
Total growth excluding FX 5.7% 12.3% 9.5% 3.6% 3.5% 3.5%
FX (0.4%)
Total growth including FX 3.1%
(*)Prior period amounts have been adjusted to conform to the current period's presentation.
(**)Component percentages for 2012 have been presented on a reportable revenue basis, while component percentages for 2011 have been presented on a
gross revenue basis. In addition, component percentages for 2011 have been prepared as if Waste Services, Inc.'s results for the year ended December 31,
7 2010 were combined with our own for the period from January 1 to June 30, 2010.
8. Q4 2012 Reported Revenue by Segment
$US (Millions)
• Q4/12 Canadian
$496 revenue increased 7.2%
$457 500 vs. Q4/11
U.S. Northeast
95
U.S. South 86 400
Canada • Q4/12 U.S. South
202 300 revenue increased 8.8%
185
vs. Q4/11
200
186 199 100 • Q4/12 U.S. Northeast
revenue increased
0 10.3% vs. Q4/11
Q4 2011 Q4 2012
% of Total Revenues
Canada 40.5% 40.1%
U.S. South 40.6% 40.7%
U.S. Northeast 18.9% 19.2%
8
9. Reported Revenue Growth by Segment
$US (Millions)
• Canadian revenue
increased 2.5%
$1,897 2,000
$1,840 year-to-year
359 340
$1,430 1,600 •U.S. South revenue
343 increased 7.9%
$1,008 780 1,200
723 year-to-year
U.S. Northeast
319 502 800
U.S. South
•U.S. Northeast revenue
Canada 340 declined 5.4%
758 777 400
584 year-to-year
349
0
2009 2010 2011 2012
% of Total Revenues
Canada 34.6% 40.9% 41.2% 41.0%
U.S. South 33.8% 35.1% 39.3% 41.1%
U.S. Northeast 31.6% 24.0% 19.5% 17.9%
9
10. Q4 2012 Reported and Gross Revenues
Strong Revenue from Canadian and U.S. Operations
Total Reported Revenues $495.8 million
U.S. $296.8 million
Canada $199.0 million
Gross Revenue From Operations (1)
000’s Consolidated % of Gross Revenue
$US
Commercial 171,384 34.6%
Industrial 88,293 17.8%
Residential 117,267 23.7%
Transfer and Disposal 168,318 33.9%
Recycling 15,592 3.1%
Other 7,467 1.5%
Gross Revenues 568,321 114.6%
Intercompany (72,499) (14.6%)
Revenues $495,822 100%
(1) Gross Revenue includes intercompany revenue on a consolidated basis and includes the impact of FX.
10
11. FY 2012 Reported and Gross Revenues
Strong Revenue from Canadian and U.S. Operations
Total Reported Revenues $1,896.7 million
U.S. $1,119.9 million
Canada $776.8 million
Gross Revenue From Operations (1)
000’s Consolidated % of Gross Revenue
$US
Commercial 665,715 35.1%
Industrial 336,353 17.7%
Residential 440,725 23.2%
Transfer and Disposal 640,923 33.8%
Recycling 65,344 3.4%
Other 26,467 1.4%
Gross Revenues 2,175,527 114.6%
Intercompany (278,786) (14.6%)
Revenues $1,896,741 100%
(1) Gross Revenue includes intercompany revenue on a consolidated basis and includes the impact of FX.
11
12. Q4 2012 Gross Revenues by Service Line(1)
000’s Canada ($C) Canada % of U.S. U.S. % of
Revenue Revenue
Commercial $77,521 39.3% $93,191 31.4%
Industrial 36,184 18.3% 51,803 17.5%
Residential 40,125 20.3% 76,819 25.9%
Transfer and Disposal 60,891 30.9% 106,916 36.0%
Recycling 7,394 3.7% 8,129 2.7%
Other 6,249 3.2% 8 0.4%
Gross Revenues 228,364 115.7% 338,027 113.9%
Intercompany (31,028) (15.7%) (41,226) (13.9%)
Revenues $197,336 100% $296,801 100%
(1) Gross Revenue includes intercompany revenue.
12
13. FY 2012 Gross Revenues by Service Line(1)
000’s Canada ($C) Canada % of U.S. U.S. % of
Revenue Revenue
Commercial $308,715 39.8% $356,804 31.9%
Industrial 141,027 18.2% 195,236 17.4%
Residential 150,603 19.4% 290,026 25.9%
Transfer and Disposal 236,425 30.5% 404,348 36.1%
Recycling 31,314 4.0% 34,010 3.0%
Other 22,875 2.9% 3,577 0.3%
Gross Revenues 890,959 114.8% 1,284,001 114.6%
Intercompany (114,639) (14.8%) (164,074) (14.6%)
Revenues $776,320 100% $1,119,927 100%
(1) Gross Revenue includes intercompany revenue.
13
14. Reconciliation of Reported Net Income and EPS to Adjusted
FY12
Reported Net Income and EPS (diluted) $94.4 $0.81
Revenue/
Items of note $US(MM) EPS Business Expense Line
item
Transaction and related costs $2.5 $0.02 Corporate SG&A
Fair Value Movements in Stock Options ($0.1) - Corporate SG&A
Restricted share expense $2.0 $0.02 Corporate SG&A
Net loss on financial instruments $1.7 $0.01 All
Payments made to senior executive on
$4.0 $0.03 Corporate SG&A
departure
Net income tax expense (recovery) ($8.3) ($0.07)
Loss on extinguishment of debt 16.9 0.15
Other 0.1 -
Excluding items of note above
Adjusted net income(A) and $113.2 $0.97
Adjusted EPS (diluted)
(A) Please refer to the definition and explanation of (A) on slide 21.
14
15. Reconciliation of Adjusted EBITDA(A) to Free Cash Flow(B)
FY11 FY12
Adjusted EBITDA(A) $534.5 $519.7
$US (MM) $US (MM)
Purchase of restricted shares ($4.2) ($0.5)
Capital and landfill asset purchases ($171.0) ($246.9)
Proceeds from sale of capital assets $5.9 $2.8
Landfill closure/post-closure expenditures ($4.3) ($6.7)
Landfill closure/post-closure accretion expense $5.1 $5.2
Interest on long-term debt ($62.1) ($57.5)
Non-cash interest expense $6.0 $5.7
Current income tax expense ($47.4) ($49.3)
Free cash flow(B) $262.5 $172.5
(A) Please refer to the definition and explanation of (A) on slide 21.
(B) Please refer to the definition and explanation of (B) on slide 23.
15
16. Long-Term Debt Summary
Long-Term Debt Facilities
(US$MM) Available Letters of Available
Accordion Facility Drawn Ratings
Lending Credit Capacity
Moody’s
Senior Secured term B facility Ba1
$500.0 _ $500.0 _ _ October 1, 2012
S&P
BB+
Senior Secured Revolving $1,850.0 $750.0 $1,074.7 $183.8 $591.5 October 3, 2012
Facility
IRBs(1)
$194.0 $109.0 _ $85.0
Other Notes
$2.1 $2.1 _ _
• As at December 31, 2012, total long-term debt stood at $1.685B U.S.
• Funded debt to EBITDA as defined and calculated in accordance with our consolidated facility was
3.14x
(1) Variable Rate Demand Solid Waste Disposal Revenue Bonds.
16
17. 2013 Outlook
1. Outlook assumes no change in the current economic environment and excludes the
impact of any acquisitions we may complete in 2013.
2. Assumes parity between the Canadian and U.S. dollar
3. Assumes an average recycled commodity price for the year that is equal to our average
price of 2012
FY 2012E Outlook
Revenues Approximately $2.00 B to $2.02 B
Adjusted EBITDA(A) Approximately $545 MM - $555 MM
Amortization as a % of revenue Approximately 14.4%
Capital and Landfill Expenditures(1) $250 MM - $265 MM
Cash Taxes $52 MM - $54 MM
40% of Income before tax expense (on an
Effective Tax Rate adjusted basis) and net loss from equity
accounted investee
Adjusted Net Income(A) per diluted share $1.02 - $1.06
Free Cash Flow(B)(1) $160 MM - $170 MM
Expected annual cash dividend (C$) per share
$0.56
payable on a quarterly basis
(1) Includes internal infrastructure investments.
(A) Please refer to the definition and explanation of (A) on slide 21.
17 (B) Please refer to the definition and explanation of (B) on slide 23.
18. Acquisitions
• Solid Waste services industry is still consolidating
• Well positioned to be disciplined buyers of both strategic
“tuck-ins” and platforms that can deliver returns in excess of our targets
• FY 2012 we invested $308.3MM on strategic “tuck-in” acquisitions.
Tuck-In 2012
2011 Q112 Q212 Q312 Q412
Acquisitions YTD
U.S. South 8 2 3 - 3 8
U.S. Northeast 3 - - 2 3 5
Canada 3 1 3 1 1 6
Total 14 3 6 3 7 19
18
19. Recycled Fiber Sensitivity
• 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 $10 change in the price of an average basket of
commodities results in an ~$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.
19
20. FX Sensitivity
• 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.
20
21. Non-GAAP Disclosure
Reference is made in this presentation to non-GAAP financial measures, including adjusted EBITDA and free cash flow. The measures themselves are not recognized under U.S. GAAP
and Progressive Waste Solutions Ltd’s method of calculation may not be comparable to that of other companies. Non GAAP financial measures should be viewed in addition to, and
not as an alternative for, other measures of performance prepared in accordance with GAAP. See "Non-GAAP financial measures" in the Prospectus.
(A) Adjusted EBITDA - 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 each 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 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).
Continued on next slide.
21
22. Non-GAAP Disclosure – continued
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, goodwill impairment, net gain or loss on financial instruments,
loss on extinguishment of debt, other expenses and net income tax expense or recovery.
Year ended
December 31
2012 2011
Operating income (loss) $ 237,711 $ (88,391)
Transaction and related costs - SG&A 2,507 1,880
Fair value movements in stock options - SG&A (110) (6,808)
Restricted share expense - SG&A 2,034 2,107
Payments made to executives and senior management on departure - SG&A 3,991 9,928
Restructuring expenses and goodwill impairment - 362,166
Adjusted operating income 246,133 280,882
Net gain on sale of capital assets (592) (3,412)
Amortization 274,118 257,066
Adjusted EBITDA $ 519,659 $ 534,536
Net income (loss) $ 94,357 $ (196,136)
Transaction and related costs - SG&A 2,507 1,880
Fair value movements in stock options - SG&A (110) (6,808)
Restricted share expense - SG&A 2,034 2,107
Payments made to executives and senior management on departure - SG&A 3,991 9,928
Restructuring expenses and goodwill impairment - 362,166
Net loss (gain) on financial instruments 1,725 (4,984)
Loss on extinguishment of debt 16,924 -
Other expenses 105 872
Net income tax expense or (recovery) (8,346) (34,022)
Adjusted net income $ 113,187 $ 135,003
22
23. Non-GAAP Disclosure – continued
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, goodwill impairment, net gain or loss on financial instruments,
loss on extinguishment of debt, other expenses and net income tax expense or recovery.
(B) Free Cash Flow or ‘FCF’ 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.
Three months ended Year ended
December 31 December 31
2012 (*) 2011 Change 2012 (*) 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:
(*)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.
23
