FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q are forward-looking in nature, including statements related to our ability to provide adequate cash to fund our operating activities, our ability to draw on our credit facility or raise additional capital, the impact of global economic conditions on our volume, business and results of operations, the effects of landfill special waste projects on volume results, the effects of seasonality on our business and results of operations, demand for recyclable commodities and recyclable commodity pricing, the impact of the relocation of our corporate headquarters to The Woodlands, Texas, our expectations with respect to capital expenditures, our expectations with respect to our ability to obtain expansions of permitted landfill capacity, our expectations with respect to future dividend payments, our expectations with respect to the outcomes of our legal proceedings and our expectations with respect to the purchase of fuel and fuel prices. 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.

Our business and operations are subject to a variety of risks and uncertainties and, consequently, actual results may differ materially from those projected by any forward-looking statements. Factors that could cause actual results to differ from those projected include, but are not limited to, the following:

• Our acquisitions may not be successful, resulting in changes in strategy, operating losses or a loss on sale of the business acquired;

• A portion of our growth and future financial performance depends on our ability to integrate acquired businesses into our organization and operations;

• Competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions;

• We may be unable to compete effectively with larger and better capitalized companies, companies with lower return expectations, and governmental service providers;

• We may lose contracts through competitive bidding, early termination or governmental action;

• Price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume;

• Economic downturns adversely affect operating results;

• Our results are vulnerable to economic conditions and seasonal factors affecting the regions in which we operate;

• 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;

• Increases in the price of fuel may adversely affect our business and reduce our operating margins;

• Increases in labor and disposal and related transportation costs could impact our financial results;

• Efforts by labor unions could divert management attention and adversely affect operating results;

• Increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings;

• Our indebtedness could adversely affect our financial condition; we may incur substantially more debt in the future;

• Each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, including environmental liabilities;

• Liabilities for environmental damage may adversely affect our financial condition, business and earnings;

• Our accruals for our landfill site closure and post-closure costs may be inadequate;

• The financial soundness of our customers could affect our business and operating results;

• 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;

• Our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results;

• We may incur charges related to capitalized expenditures of landfill development projects, which would decrease our earnings;

• 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;

• Our financial results are based upon estimates and assumptions that may differ from actual results;

• The adoption of new accounting standards or interpretations could adversely affect our financial results;

• Pending or future litigation or governmental proceedings could result in material adverse consequences, including judgments or settlements;

• 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;

• Fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline;

• Our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones;

• Future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results;

• Climate change regulations may adversely affect operating results;

• Extensive regulations that govern the design, operation and closure of landfills may restrict our landfill operations or increase our costs of operating landfills;

• Alternatives to landfill disposal may cause our revenues and operating results to decline; and

• Unusually adverse weather conditions may interfere with our operations, harming our operating results.

These risks and uncertainties, as well as others, are discussed in greater detail in this Quarterly Report on Form 10-Q and our other filings with the Securities and Exchange Commission, or SEC, including our most recent Annual Report on Form 10-K. 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.

OVERVIEW

The solid waste industry is a local and highly competitive business, requiring substantial labor and capital resources. The participants compete for collection accounts primarily on the basis of price and, to a lesser extent, the quality of service, and compete for landfill business on the basis of tipping fees, geographic location and quality of operations. The solid waste industry has been consolidating and continues to consolidate as a result of a number of factors, including the increasing costs and complexity associated with waste management operations and regulatory compliance. Many small independent operators and municipalities lack the capital resources, management, operating skills and technical expertise necessary to operate effectively in such an environment. The consolidation trend has caused solid waste companies to operate larger landfills that have complementary collection routes that can use company-owned disposal capacity. Controlling the point of transfer from haulers to landfills has become increasingly important as landfills continue to close and disposal capacity moves further from collection markets.

Generally, the most profitable industry operators are those companies that are vertically integrated or enter into long-term collection contracts. A vertically integrated operator will benefit from: (1) the internalization of waste, which is bringing waste to a company-owned landfill; (2) the ability to charge third-party haulers tipping fees either at landfills or at transfer stations; and (3) the efficiencies gained by being able to aggregate and process waste at a transfer station prior to landfilling.

We are an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S. We also provide intermodal services for the rail haul movement of cargo and solid waste containers in the Pacific Northwest through a network of intermodal facilities. We also treat and dispose of non-hazardous waste that is generated in the exploration and production of oil and natural gas primarily at a facility in Southwest Louisiana. We seek to avoid highly competitive, large urban markets and instead target markets where we can provide either solid waste services under exclusive arrangements, or markets where we can be integrated and attain high market share. In markets where waste collection services are provided under exclusive arrangements, or where waste disposal is municipally funded or available at multiple municipal sources, we believe that controlling the waste stream by providing collection services under exclusive arrangements is often more important to our growth and profitability than owning or operating landfills. As of March 31, 2012, we served more than two million residential, commercial and industrial customers from a network of operations in 30 states: Alabama, Alaska, Arizona, California, Colorado, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Massachusetts, Michigan, Minnesota, Mississippi, Montana, Nebraska, Nevada, New Mexico, New York, North Carolina, Oklahoma, Oregon, South Carolina, South Dakota, Tennessee, Texas, Utah, Washington and Wyoming. As of that date, we owned or operated a network of 148 solid waste collection operations, 59 transfer stations, seven intermodal facilities, 39 recycling operations, 43 municipal solid waste landfills, three construction and demolition landfills and one exploration and production waste treatment and disposal facility.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements. As described by the SEC, critical accounting estimates and assumptions are those that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on the financial condition or operating performance of a company. Such critical accounting estimates and assumptions are applicable to our reportable segments. Refer to our most recent Annual Report on Form 10-K for a complete description of our critical accounting estimates and assumptions.

NEW ACCOUNTING PRONOUNCEMENTS

For a description of the new accounting standards that affect us, see Note 2 to our Condensed Consolidated Financial Statements included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

GENERAL

Our revenues are derived from one industry segment, which includes the collection, transfer, recycling and disposal of non-hazardous solid waste. No single contract or customer accounted for more than 10% of our total revenues at the consolidated or reportable segment level during the periods presented. The table below shows for the periods indicated our total reported revenues attributable to services provided (dollars in thousands).

                                                 Three months ended March 31,
                                               2012                        2011
    Collection                        $ 277,088         64.2 %    $ 239,437         63.2 %
    Disposal and transfer               121,995         28.3        109,560         28.9
    Intermodal, recycling and other      32,573          7.5         30,144          7.9

                                        431,656        100.0 %      379,141        100.0 %

Less: intercompany elimination (55,226 ) (47,673 )

Total revenue $ 376,430 $ 331,468

Our Chief Operating Decision Maker evaluates performance and determines resource allocations based on several factors, of which the primary financial measure is operating income before depreciation, amortization and gain (loss) on disposal of assets. Operating income before depreciation, amortization and gain (loss) on disposal of assets is not a measure of operating income, operating performance or liquidity under GAAP and may not be comparable to similarly titled measures reported by other companies. Our management uses operating income before depreciation, amortization and gain (loss) on disposal of assets in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

Revenues, net of intercompany eliminations, for our reportable segments are shown in the following table for the periods indicated (in thousands):

                                      Three months ended
                                           March 31,
                                      2012          2011
                          Western   $ 180,660     $ 174,565
                          Central     106,733       100,397
                          Eastern      89,037        56,506

                                    $ 376,430     $ 331,468

Operating income before depreciation, amortization and gain (loss) on disposal of assets for our reportable segments is shown in the following table for the periods indicated (in thousands):

                                         Three months ended
                                             March 31,
                                        2012           2011
                       Western        $  53,802      $  54,453
                       Central           37,382         35,424
                       Eastern           24,534         16,964
                       Corporate(a)      (7,143 )       (1,277 )

                                      $ 108,575      $ 105,564

(a) Corporate functions include accounting, legal, tax, treasury, information technology, risk management, human resources, training and other administrative functions.

A reconciliation of Operating income before depreciation, amortization and gain
(loss) on disposal of assets to Income before income tax provision is included in Note 8 to the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Significant changes in revenue and operating income before depreciation, amortization and gain (loss) on disposal of assets for our reportable segments for the three month period ended March 31, 2012, compared to the three month period ended March 31, 2011, are discussed below:

Revenue in our Western segment increased $6.1 million, or 3.5%, to $180.7 million for the three months ended March 31, 2012, from $174.6 million for the three months ended March 31, 2011. For the three months ended March 31, 2012, the components of the increase consisted of revenue acquired from acquisitions closed during, or subsequent to, the three months ended March 31, 2011, of $5.2 million and net price increases of $4.6 million, partially offset by decreases of $0.7 million from divested operations, volume decreases of $0.2 million, recyclable commodity sales decreases of $1.7 million, intermodal revenue decreases of $0.8 million and other revenue decreases of $0.3 million.

Revenue in our Central segment increased $6.3 million, or 6.3%, to $106.7 million for the three months ended March 31, 2012, from $100.4 million for the three months ended March 31, 2011. For the three months ended March 31, 2012, the components of the increase consisted of revenue acquired from acquisitions closed during, or subsequent to, the three months ended March 31, 2011, of $2.3 million and net price increases of $5.4 million, partially offset by decreases of $0.9 million from divested operations, volume decreases of $0.4 million and recyclable commodity sales decreases of $0.1 million.

Revenue in our Eastern segment increased $32.5 million, or 57.6%, to $89.0 million for the three months ended March 31, 2012, from $56.5 million for the three months ended March 31, 2011. For the three months ended March 31, 2012, the components of the increase consisted of revenue acquired from acquisitions closed during, or subsequent to, the three months ended March 31, 2011, of $30.2 million, net price increases of $2.1 million, volume increases of $0.4 million and other revenue increases of $0.5 million, partially offset by decreases of $0.6 million from divested operations and recyclable commodity sales decreases of $0.1 million.

Segment Operating Income before Depreciation, Amortization and Gain (Loss) on Disposal of Assets

Operating income before depreciation, amortization and gain (loss) on disposal of assets in our Western segment decreased $0.7 million, or 1.2%, to $53.8 million for the three months ended March 31, 2012, from $54.5 million for the three months ended March 31, 2011. The decrease was primarily due to decreased recyclable commodity revenue, decreased intermodal revenue, increased direct and administrative payroll expenses, increased disposal expenses, increased third party trucking and transportation expenses, increased vehicle and equipment repair expenses, increased diesel fuel expenses, increased leachate disposal expenses and increased expenses for uncollectible accounts receivable, partially offset by price increases charged to our customers, income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2011, decreased rail transportation expenses at our intermodal operations and decreased taxes on revenues.

Operating income before depreciation, amortization and gain (loss) on disposal of assets in our Central segment increased $2.0 million, or 5.5%, to $37.4 million for the three months ended March 31, 2012, from $35.4 million for the three months ended March 31, 2011. The increase was primarily due to price increases charged to our customers, increased revenues, partially offset by increased direct and administrative payroll expenses, increased disposal expenses, increased third party trucking and transportation expenses, increased vehicle and equipment repair expenses and increased diesel fuel expenses.

Operating income before depreciation, amortization and gain (loss) on disposal of assets in our Eastern segment increased $7.5 million, or 44.6%, to $24.5 million for the three months ended March 31, 2012, from $17.0 million for the three months ended March 31, 2011. The increase was primarily due to income generated from acquisitions closed during, or subsequent to, the three months ended March 31, 2011 and the following changes at operations owned in comparable periods in 2011 and 2012: price increases charged to our customers, revenue volume increases and decreased general liability and property insurance claims expense, partially offset by increased direct and administrative payroll expenses, increased disposal expenses, increased third party trucking and transportation expenses, increased vehicle and equipment repair expenses and increased diesel fuel expenses.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

The following table sets forth items in our condensed consolidated statements of
net income as a percentage of revenues for the periods indicated.



                                                            Three months ended
                                                                 March 31,
                                                            2012           2011
    Revenues                                                  100.0 %       100.0 %
    Cost of operations                                         57.5          56.4
    Selling, general and administrative                        13.6          11.7
    Depreciation                                                9.9          10.0
    Amortization of intangibles                                 1.5           1.2
    Loss on disposal of assets                                  0.2            -

    Operating income                                           17.3          20.7

    Interest expense                                           (3.3 )        (2.6 )
    Interest income                                              -             -
    Other income, net                                           0.2           0.1
    Income tax provision                                       (5.9 )        (7.1 )
    Net income attributable to noncontrolling interests          -           (0.1 )

    Net income attributable to Waste Connections                8.3 %        11.0 %

Revenues. Total revenues increased $44.9 million, or 13.6%, to $376.4 million for the three months ended March 31, 2012, from $331.5 million for the three months ended March 31, 2011.

Acquisitions closed during, or subsequent to, the three months ended March 31, 2011, increased revenues by approximately $37.7 million in the three months ended March 31, 2012. Operations divested during, or subsequent to, the three months ended March 31, 2011, decreased revenues by approximately $2.2 million.

During the three months ended March 31, 2012, the net increase in prices charged to our customers was $12.0 million, consisting of $10.7 million of core price increases and $1.3 million of fuel, materials and environmental surcharges.

Volume decreases in our existing business during the three months ended March 31, 2012, decreased revenues by approximately $0.1 million. The net decreases in volume were primarily attributable to decreases in commercial hauling activity, partially offset by increases in landfill special waste volumes and roll off hauling activity.

Decreased recyclable commodity prices during the three months ended March 31, 2012, partially offset by increased recyclable commodity volumes collected, decreased revenues by $1.9 million. The decrease in recyclable commodity prices was primarily due to decreased overseas demand for recyclable commodities.

Other revenues decreased by $0.6 million during the three months ended March 31, 2012. The decrease was primarily due to a decrease in cargo volume at our intermodal operations.