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 19, 2010

WASTE CONNECTIONS, INC.
(Exact name of registrant as specified in its charter)

DELAWARE	1-31507	94-3283464
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2295 Iron Point Road, Suite 200, Folsom, CA	95630
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (916) 608-8200

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

See first paragraph of Item 7.01, below.

Item 7.01 Regulation FD Disclosure.

On October 19, 2010, Waste Connections, Inc. issued a press release announcing its third quarter 2010 earnings. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On the same day, the Company issued a second press release announcing that its Board of Directors had authorized a three-for-two split of its common stock, in the form of a 50% stock dividend, and the initiation of a quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated October 19, 2010, issued by Waste Connections, Inc.
99.2 Press Release, dated October 19, 2010, issued by Waste Connections, Inc.

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.

BY: /s/ Worthing F. Jackman                              

Date: October 19, 2010

Worthing F. Jackman,
Executive Vice President and Chief
Financial Officer

EXHIBIT INDEX

Exhibit No.	DESCRIPTION
99.1	Press Release, dated October 19, 2010, issued by Waste Connections, Inc.
99.2	Press Release, dated October 19, 2010, issued by Waste Connections, Inc.

EX-99.1

Exhibit 99.1

WASTE CONNECTIONS REPORTS THIRD QUARTER 2010 RESULTS

• Revenue of $345.8 million, up 9.4% over prior year period

• Internal growth of 8.2% and operating margins above expectations

• GAAP EPS and adjusted EPS* of $0.53, up 20.5% over prior year period

• YTD net cash provided by operating activities of $242.3 million

• YTD free cash flow* of $170.5 million, or 17.3% of revenue

• Announces acquisitions with total annualized revenue of approximately $20 million

• Repurchased approximately 4.5% of common stock YTD

FOLSOM, CA, October 19, 2010 - Waste Connections, Inc. (NYSE: WCN) today announced its results for the third quarter of 2010. Revenue totaled $345.8 million, a 9.4% increase over revenue of $316.0 million in the year ago period. Operating income was $75.7 million, or 21.9% of revenue, versus $64.8 million in the third quarter of 2009. Net income attributable to Waste Connections in the quarter was $41.0 million, or $0.53 per share on a diluted basis of 77.9 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $34.2 million, or $0.43 per share on a diluted basis of 79.8 million shares. The effective tax rate in the quarter was 39.2% compared to 36.0% in the year ago period.

Adjusted net income attributable to Waste Connections in the quarter was $41.4 million*, or $0.53 per share*, adjusting primarily for acquisition-related costs expensed due to the implementation of new accounting guidance for business combinations effective January 1, 2009. Adjusted net income attributable to Waste Connections in the prior year period was $35.0 million*, or $0.44 per share*, also adjusted primarily for acquisition-related costs.

Non-cash costs for equity-based compensation, amortization of acquisition-related intangibles, and amortization of debt discount related to convertible debt instruments in connection with the adoption of new accounting guidance on January 1, 2009, were $6.5 million ($4.0 million net of taxes, or approximately $0.05 per share) in the quarter compared to $7.2 million ($4.5 million net of taxes, or approximately $0.06 per share) in the year ago period.

“We once again are extremely pleased with our results in the quarter as we exceeded the upper end of our expectations. Increased special waste activity and MSW volumes at our landfills, combined with continuing strength in recycled commodity values and discipline in core pricing, were the primary drivers of an approximate 110 basis points expansion in adjusted operating income before depreciation and amortization* as a percentage of revenue and a more than 20% increase in earnings per share compared to the year-ago period,” said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. “Our strong operating performance and free cash flow generation continue to de-lever our balance sheet despite increasing outlays for share repurchases and acquisitions. The stock split and quarterly dividend initiation also announced today reinforce our commitment to broaden our investor base and maximize returns to shareholders, while maintaining continuing flexibility to fund our growth strategy.”

Mr. Mittelstaedt added, “Recent acquisition activity brings the total annualized revenue for signed or completed transactions year-to-date to approximately $40 million. In October, we acquired an E&P waste treatment and disposal company outside Lake Charles, Louisiana, that complements the integrated asset platform we acquired in Louisiana in July. We also signed an agreement to acquire Stutzman Refuse & Disposal Inc., a provider of solid waste collection and recycling services across 14 counties in central Kansas and contiguous to our existing operations; we expect this transaction to close in early November.”

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

For the nine months ended September 30, 2010, revenue was $983.8 million, an 11.6% increase over revenue of $881.5 million in the year ago period. Operating income was $204.6 million, versus $171.8 million for the same period in 2009. Net income attributable to Waste Connections for the nine months ended September 30, 2010, was $99.0 million, or $1.26 per share on a diluted basis of 78.3 million shares. In the year ago period, the Company reported net income attributable to Waste Connections of $86.6 million, or $1.08 per share on a diluted basis of 80.5 million shares. Adjusted net income attributable to Waste Connections for the nine months ended September 30, 2010, was $108.3 million*, or $1.38 per share*, compared to $88.6 million*, or $1.10 per share* in the year ago period.

For the nine months ended September 30, 2010, non-cash costs for equity-based compensation, amortization of acquisition-related intangibles, loss on the early redemption of the 2026 Notes (net of make-whole payment), and amortization of debt discount related to convertible debt instruments in connection with the adoption of new accounting guidance on January 1, 2009, were $22.8 million ($14.1 million net of taxes, or approximately $0.18 per share), compared to $19.8 million ($12.3 million net of taxes, or approximately $0.15 per share) in the year ago period.

Waste Connections will be hosting a conference call related to third quarter earnings and fourth quarter outlook on October 20^th at 8:30 A.M. Eastern Time. The call will be broadcast live over the Internet at www.streetevents.com or through a link on our web site at www.wasteconnections.com.  A playback of the call will be available at both of these web sites.

Waste Connections, Inc. is an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in mostly secondary markets in the Western and Southern U.S. The Company serves approximately two million residential, commercial and industrial customers from a network of operations in 27 states. The Company also provides intermodal services for the movement of containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in Folsom, California.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections web site or through contacting us directly at (916) 608-8200.

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

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to expected share repurchases, dividend payments, expected revenues from closed acquisitions, the closing of signed acquisitions and future acquisition activity. 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:  (1) our acquisitions may not be successful, resulting in changes in strategy, operating losses or a loss on sale of the business acquired; (2) a portion of our growth and future financial performance depends on our ability to integrate acquired businesses into our organization and operations; (3) downturns in the worldwide economy adversely affect operating results; (4) our results are vulnerable to economic conditions and seasonal factors affecting the regions in which we operate; (5) 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; (6) we may be unable to compete effectively with larger and better capitalized companies and governmental service providers; (7) we may lose contracts through competitive bidding, early termination or governmental action; (8) price increases may not be adequate to offset the impact of increased costs or may cause us to lose volume; (9) increases in the price of fuel may adversely affect our business and reduce our operating margins; (10) increases in labor and disposal and related transportation costs could impact our financial results; (11) efforts by labor unions could divert management attention and adversely affect operating results; (12) we could face significant withdrawal liability if we withdraw from participation in one or more multiemployer pension plans in which we participate; (13) increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings; (14) competition for acquisition candidates, consolidation within the waste industry and economic and market conditions may limit our ability to grow through acquisitions; (15) our indebtedness could adversely affect our financial condition; we may incur substantially more debt in the future; (16) each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, including environmental liabilities; (17) liabilities for environmental damage may adversely affect our financial condition, business and earnings; (18) our accruals for our landfill site closure and post-closure costs may be

- 2 -

inadequate; (19) the financial soundness of our customers could affect our business and operating results; (20) 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; (21) our decentralized decision-making structure could allow local managers to make decisions that adversely affect our operating results; (22) we may incur additional charges related to capitalized expenditures of landfill development projects, which would decrease our earnings; (23) 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; (24) our financial results are based upon estimates and assumptions that may differ from actual results; (25) the adoption of new accounting standards or interpretations could adversely affect our financial results; (26) our financial and operating performance may be affected by the inability to renew landfill operating permits, obtain new landfills and expand existing ones; (27) future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results; (28) extensive and evolving environmental and health and safety laws and regulations may restrict our operations and growth and increase our costs; (29) climate change regulations may adversely affect operating results; (30) extensive regulations that govern the design, operation and closure of landfills may restrict our landfill operations or increase our costs of operating landfills; (31) alternatives to landfill disposal may cause our revenues and operating results to decline; (32) fluctuations in prices for recycled commodities that we sell and rebates we offer to customers may cause our revenues and operating results to decline; and (33) 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 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.

– financial tables attached –

CONTACT:

Worthing Jackman / (916) 608-8266
worthingj@wasteconnections.com

- 3 -

WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2010
(Unaudited)
(in thousands, except share and per share amounts)

	Three months ended						Nine months ended
	September 30,						September 30,
	2009			2010			2009			2010
Revenues	$	315,990		$	345,785		$	881,496		$	983,802
Operating expenses:
Cost of operations		180,440			193,638			510,830			557,974
Selling, general and administrative		35,753			38,455			104,411			110,465
Depreciation		31,226			34,441			86,127			99,349
Amortization of intangibles		3,671			3,616			9,351			10,800
Loss (gain) on disposal of assets		139			(50	)		(1,037	)		572
Operating income		64,761			75,685			171,814			204,642
Interest expense		(12,259	)		(9,419	)		(36,817	)		(30,842	)
Interest income		134			135			1,275			453
Loss on extinguishment of debt		—			—			—			(10,193	)
Other income, net		879			1,500			1,055			1,970
Income before income tax provision		53,515			67,901			137,327			166,030
Income tax provision		(19,252	)		(26,644	)		(50,070	)		(66,323	)
Net income	$	34,263		$	41,257		$	87,257		$	99,707
Less: net income attributable to noncontrolling interests		(113	)		(271	)		(691	)		(748	)
Net income attributable to Waste Connections	$	34,150		$	40,986		$	86,566		$	98,959
Earnings per common share attributable to Waste Connections’ common stockholders:
Basic	$	0.43		$	0.53		$	1.09		$	1.28
Diluted	$	0.43		$	0.53		$	1.08		$	1.26
Shares used in the per share calculations:
Basic		78,837,984			77,062,885			79,618,566			77,419,498
Diluted		79,824,616			77,852,569			80,468,180			78,281,132

- 4 -

WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(in thousands, except share and per share amounts)

	December 31,			September 30,
	2009			2010
ASSETS
Current assets:
Cash and equivalents	$	9,639		$	13,556
Accounts receivable, net of allowance for doubtful accounts of $4,058 and $4,241 at December 31, 2009 and September 30, 2010, respectively		138,972			155,082
Deferred income taxes		17,748			18,554
Prepaid expenses and other current assets		33,495			27,372
Total current assets		199,854			214,564
Property and equipment, net		1,308,392			1,303,463
Goodwill		906,710			910,286
Intangible assets, net		354,303			344,690
Restricted assets		27,377			28,823
Other assets, net		23,812			22,237
	$	2,820,448		$	2,824,063
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	86,669		$	80,471
Book overdraft		12,117			11,743
Accrued liabilities		93,380			103,065
Deferred revenue		50,138			53,598
Current portion of long-term debt and notes payable		2,609			1,849
Total current liabilities		244,913			250,726
Long-term debt and notes payable		867,554			831,123
Other long-term liabilities		45,013			49,460
Deferred income taxes		305,932			319,870
Total liabilities		1,463,412			1,451,179
Commitments and contingencies
Equity:
Preferred stock: $0.01 par value; 7,500,000 shares authorized; none issued and outstanding		—			—
Common stock: $0.01 par value; 150,000,000 shares authorized; 78,599,083 and 76,757,970 shares issued and outstanding at December 31, 2009 and September 30, 2010, respectively		786			767
Additional paid-in capital		625,173			543,555
Retained earnings		732,738			831,697
Accumulated other comprehensive loss		(4,892	)		(7,114	)
Total Waste Connections’ equity		1,353,805			1,368,905
Noncontrolling interests		3,231			3,979
Total equity		1,357,036			1,372,884
	$	2,820,448		$	2,824,063

- 5 -

WASTE CONNECTIONS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2010
(Unaudited)
(Dollars in thousands)

	Nine months ended
	September 30,
	2009			2010
Cash flows from operating activities:
Net income	$	87,257		$	99,707
Adjustments to reconcile net income to net cash provided by operating activities:
Loss (gain) on disposal of assets		(1,037	)		572
Depreciation		86,127			99,349
Amortization of intangibles		9,351			10,800
Deferred income taxes, net of acquisitions		28,605			15,925
Loss on redemption of 2026 Notes, net of make-whole payment		—			2,255
Amortization of debt issuance costs		1,455			1,332
Amortization of debt discount		3,513			1,245
Equity-based compensation		6,965			8,488
Interest income on restricted assets		(369	)		(397	)
Closure and post-closure accretion		1,496			1,323
Excess tax benefit associated with equity-based compensation		(696	)		(8,935	)
Net change in operating assets and liabilities, net of acquisitions		19,578			10,634
Net cash provided by operating activities		242,245			242,298
Cash flows from investing activities:
Payments for acquisitions, net of cash acquired		(422,078	)		(17,391	)
Capital expenditures for property and equipment		(84,289	)		(86,121	)
Proceeds from disposal of assets		4,348			5,786
Increase in restricted assets, net of interest income		(2,014	)		(1,048	)
Increase in other assets		(887	)		(2,034	)
Net cash used in investing activities		(504,920	)		(100,808	)
Cash flows from financing activities:
Proceeds from long-term debt		217,000			331,253
Principal payments on notes payable and long-term debt		(175,053	)		(384,346	)
Change in book overdraft		47			(374	)
Proceeds from option and warrant exercises		4,952			23,244
Excess tax benefit associated with equity-based compensation		696			8,935
Payments for repurchase of common stock		(40,168	)		(116,285	)
Debt issuance costs		(42	)		—
Net cash provided by (used in) financing activities		7,432			(137,573	)
Net increase (decrease) in cash and equivalents		(255,243	)		3,917
Cash and equivalents at beginning of period		265,264			9,639
Cash and equivalents at end of period	$	10,021		$	13,556

- 6 -

ADDITIONAL STATISTICS
THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2010
(Dollars in thousands)

Internal Growth: The following table reflects revenue growth for operations owned for at least 12 months:

	Three months ended
	September 30, 2010
Core Price		2.6	%
Surcharges		0.3	%
Volume		3.2	%
Intermodal, Recycling and Other		2.1	%
Total		8.2	%

Uneliminated Revenue Breakdown:

	Three months ended				Three months ended
	September 30, 2009				September 30, 2010
Collection	$	235,735	65.2	%	$	244,936	61.8	%
Disposal and Transfer		107,438	29.7	%		125,473	31.7	%
Intermodal, Recycling and Other		18,613	5.1	%		25,885	6.5	%
Total before inter-company elimination	$	361,786	100.0	%	$	396,294	100.0	%
Inter-company elimination	$	45,796			$	50,509
Reported Revenue	$	315,990			$	345,785

Days Sales Outstanding for the three months ended September 30, 2010: 41 (27 net of deferred revenue)

Internalization for the three months ended September 30, 2010: 66%

Other Cash Flow Items:

	Three months ended		Three months ended
	September 30, 2009		September 30, 2010
Cash Interest Paid	$	6,031	$	4,189
Cash Taxes Paid	$	12,240	$	14,755

Debt to Book Capitalization as of September 30, 2010: 38%

Share Information for the three months ended September 30, 2010:

Basic shares outstanding	77,062,885
Dilutive effect of options and warrants	487,842
Dilutive effect of restricted stock	301,842
Diluted shares outstanding	77,852,569

- 7 -

NON-GAAP RECONCILIATION SCHEDULE
(in thousands)

Reconciliation of Adjusted Operating Income before Depreciation and Amortization:

Adjusted operating income before depreciation and amortization, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a performance and valuation measure in the solid waste industry. Waste Connections defines adjusted operating income before depreciation and amortization as operating income, plus depreciation and amortization expense, plus closure and post-closure accretion expense, plus or minus any gain or loss on disposal of assets. The Company further adjusts 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. Management uses adjusted operating income before depreciation and amortization as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company’s operations. Other companies may calculate adjusted operating income before depreciation and amortization differently.

	Three months ended			Three months ended
	September 30, 2009			September 30, 2010
Operating income	$	64,761		$	75,685
Plus: Depreciation and amortization		34,897			38,057
Plus: Closure and post-closure accretion		584			443
Plus/less: Loss (gain) on disposal of assets		139			(50	)
Adjustments:
Plus: Acquisition-related transaction costs (a)		897			782
Adjusted operating income before depreciation and amortization	$	101,278		$	114,917
As % of revenues		32.1	%		33.2	%

	Nine months ended			Nine months ended
	September 30, 2009			September 30, 2010
Operating income	$	171,814		$	204,642
Plus: Depreciation and amortization		95,478			110,149
Plus: Closure and post-closure accretion		1,496			1,323
Plus/less: Loss (gain) on disposal of assets		(1,037	)		572
Adjustments:
Plus: Acquisition-related transaction costs (a)		4,179			1,177
Plus: Loss on prior corporate office lease (b)		1,621			—
Adjusted operating income before depreciation and amortization	$	273,551		$	317,863
As % of revenues		31.0	%		32.3	%

(a)	Reflects the addback of acquisition-related costs expensed due to the implementation of new accounting guidance for business combinations effective January 1, 2009.
(b)	Reflects the addback of a loss on the Company’s prior corporate office lease due to the relocation of the Company’s corporate offices.

- 8 -

NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands, except per share amounts)

Reconciliation of Net Income to Adjusted Net Income and Adjusted Net Income per diluted share:

Adjusted net income and adjusted net income per diluted share, both non-GAAP financial measures, are provided supplementally because they are widely used by investors as a valuation measure in the solid waste industry. The Company provides adjusted net income to exclude the effects of items management believes impact the comparability of operating results between periods. Adjusted net income has limitations due to the fact that it may exclude items that have an impact on the Company’s financial condition and results of operations. Adjusted net income and adjusted net income per diluted share are not a substitute for, and should be used in conjunction with, GAAP financial measures. Management uses adjusted net income and adjusted net income per diluted share as one of the principal measures to evaluate and monitor ongoing financial performance of the Company’s operations. Other companies may calculate adjusted net income and adjusted net income per diluted share differently.

	Three months ended					Nine months ended
	September 30,					September 30,
	2009		2010			2009			2010
Reported net income attributable to Waste Connections	$	34,150	$	40,986		$	86,566		$	98,959
Adjustments:
Loss on extinguishment of debt, net of taxes (a)		—		—			—			6,320
Acquisition-related transaction costs, net of taxes (b)		751		485			2,806			730
Loss on prior corporate office lease, net of taxes (c)		—		—			1,008			—
Loss (gain) on disposal of assets, net of taxes (d)		86		(31	)		(645	)		777
Impact of deferred tax adjustment (e)		—		—			(1,142	)		1,547
Adjusted net income attributable to Waste Connections	$	34,987	$	41,440		$	88,593		$	108,333
Diluted earnings per common share attributable to Waste Connections common stockholders:
Reported net income	$	0.43	$	0.53		$	1.08		$	1.26
Adjusted net income	$	0.44	$	0.53		$	1.10		$	1.38

(a)	Reflects the elimination of costs associated with the early redemption of outstanding debt.
(b)	Reflects the elimination of acquisition-related costs due to the implementation of new accounting guidance for business combinations effective January 1, 2009.
(c)	Reflects the elimination of a loss on the Company’s prior corporate office lease due to the relocation of the Company’s corporate offices.
(d)	Reflects the elimination of a loss (gain) on disposal of assets.
(e)	Reflects (1) the elimination in 2009 of a benefit to the income tax provision primarily from a reduction in the Company’s deferred tax liabilities, and (2) the elimination in 2010 of an increase to the income tax provision associated with an adjustment in the Company’s deferred tax liabilities primarily resulting from a voter-approved increase in Oregon state income tax rates.

- 9 -

NON-GAAP RECONCILIATION SCHEDULE (continued)
(in thousands)

Reconciliation of Free Cash Flow:

Free cash flow, a non-GAAP financial measure, is provided supplementally because it is widely used by investors as a valuation and liquidity measure in the solid waste industry. Waste Connections defines free cash flow as net cash provided by operating activities, plus proceeds from disposal of assets, plus or minus change in book overdraft, plus excess tax benefit associated with equity-based compensation, less capital expenditures for property and equipment and distributions to noncontrolling interests. This measure is not a substitute for, and should be used in conjunction with, GAAP liquidity or financial measures. Management uses free cash flow as one of the principal measures to evaluate and monitor the ongoing financial performance of the Company’s operations. Other companies may calculate free cash flow differently.

	Three months ended			Three months ended
	September 30, 2009			September 30, 2010
Net cash provided by operating activities	$	91,197		$	102,164
Less: Change in book overdraft		(2,189	)		1,799
Plus: Proceeds from disposal of assets		219			861
Plus: Excess tax benefit associated with equity-based compensation		599			2,512
Less: Capital expenditures for property and equipment		(31,596	)		(35,626	)
Free cash flow	$	58,230		$	71,710
As % of revenues		18.4	%		20.7	%

	Nine months ended			Nine months ended
	September 30, 2009			September 30, 2010
Net cash provided by operating activities	$	242,245		$	242,298
Plus/less: Change in book overdraft		47			(374	)
Plus: Proceeds from disposal of assets		4,348			5,786
Plus: Excess tax benefit associated with equity-based compensation		696			8,935
Less: Capital expenditures for property and equipment		(84,289	)		(86,121	)
Free cash flow	$	163,047		$	170,524
As % of revenues		18.5	%		17.3	%

- 10 -

EX-99.2

Exhibit 99.2

WASTE CONNECTIONS ANNOUNCES 3-FOR-2 STOCK SPLIT
AND INITIATES QUARTERLY CASH DIVIDEND

FOLSOM, CA, October 19, 2010 - Waste Connections, Inc. (NYSE: WCN) today announced that its Board of Directors has authorized a three-for-two split of its common stock, in the form of a 50% stock dividend, payable November 12, 2010, to stockholders of record as of October 29, 2010. To effect the 3-for-2 stock split, one additional share of the Company’s common stock will be issued on November 12, 2010 for every two shares of common stock held by stockholders of record as of the close of business on October 29, 2010. The Company’s stock will begin trading at the split-adjusted price on November 15, 2010. Fractional share amounts will be paid in cash based on the closing market price on the record date.

The Company also announced that its Board of Directors has approved the initiation of a quarterly cash dividend of $0.075 per split-adjusted share to its stockholders. The cash dividend also will be paid on November 12, 2010, to stockholders of record on the close of business on October 29, 2010. The Board will review the cash dividend periodically, with a long-term objective of increasing the amount of the dividend.

“Our financial performance and cash flow generation provide us the flexibility to reinvest in our business, fund acquisitions, and return capital to our stockholders while maintaining one of the strongest balance sheets in our sector. We maintain an annual target of returning approximately five to six percent of our equity market cap to stockholders through both share repurchases and, commencing with this announcement, cash dividends. With the cash dividend representing approximately 20% of this targeted return of capital, we maintain the strength of balance sheet and flexibility to continue to fund our growth strategy,” said Ronald J. Mittelstaedt, Chairman and Chief Executive Officer. “We believe the initiation of an ongoing dividend combined with our third stock split demonstrates our continuing commitment to both broaden our investor base and maximize returns to stockholders.”

Waste Connections, Inc. is an integrated solid waste services company that provides solid waste collection, transfer, disposal and recycling services in mostly secondary markets in the Western and Southern U.S. The Company serves approximately two million residential, commercial and industrial customers from a network of operations in 27 states. The Company also provides intermodal services for the movement of containers in the Pacific Northwest. Waste Connections, Inc. was founded in September 1997 and is headquartered in Folsom, California.

For more information, visit the Waste Connections web site at www.wasteconnections.com. Copies of financial literature, including this release, are available on the Waste Connections web site or through contacting us directly at (916) 608-8200.

Information Regarding Forward-Looking Statements

Certain statements contained in this release are forward-looking in nature, including statements related to the timing and amount of the stock and cash dividends, our targets with respect to return of capital and our plans with respect to share repurchases. 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. 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.

CONTACT:
Waste Connections, Inc.
Worthing Jackman, (916) 608-8266
worthingj@wasteconnections.com