SecProbe.io

November 25 , 2014

Via E -mail
Mr. Ian Kids on
Chief Financial  Officer
Progressive Waste Solutions Ltd.
400 Applewood Crescent, 2nd Floor
Vaughan, Ontario L4K  0C3, Canada

Re: Progressive Waste Solutions Ltd .
  Form 40 -F
Filed March 28 , 2014
File No. 1-34370

Dear Mr. Kidson:

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply t o your facts and circumstances  or do not
believe an amendment is appropriate , please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

Form 40 -F for the year ended December 31, 2013

Exhibit 99.2 MD&A

Critical Accounting Estimates, page 41

1. We note the disclosure on page 43 that the fair value of the U.S. northeast reporting unit
exceeded its carrying amount only because you included the expected cash flows
attributable to successfully securing a long -term contract with New York City in
deter mining the fair value of this reporting unit in step one of the goodwill impairment
test. Please explain to us the basis for your belief that as of April 30, 2013, your annual
testing date, you would secure this contract. Describe the nature/service requir ements of
the contract and its significant terms. Also noting the disclosures made in the Form 6 -K
reporting the results of the third quarter of 2014, if the requirements and terms of the

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
November 25 , 2014
Page 2

 contract have changed materially under the current RFP, tell us thos e differences as well.
Please tell us when you expect to finalize step one and step two if applicable of the
impairment test. We may have further comment.

Form 6 -K filed October 30, 2014

Exhibit 99.1

Net income tax expense, page 16

2. We note from the sta tements of operations in Exhibit 99.2 that your effective tax rate was
21% for the nine months ended September 30, 2014, compared to 37% for the nine
months ended September 30, 2013. We assume a pr imary component of the decrease  in
these effective tax rate s is because of the long -term internal financing structure
implemented in June 2013. Please expand your disclosure of net income tax expense in
MD&A in future filings to: i) quantify the combined basic rate and to identify its
components; ii) quantify the effective tax rate for the periods presented; and iii) explain
how the efficiencies achieved from this new financing structure impacts your effective
tax rate.

 Operations, page 46

3. We note from page 46 that in September, you decided to evaluate strategic  options for
your Long Island, NY operations and expect to complete a sale of the related assets
within the next six months. We assume the Long Island operations are included within
the U.S. northeast reporting unit and constitute a significant portion of this reporting unit.
Notwithstanding the above comment regarding the interim testing of goodwill because of
the uncertainty of securing the New York City long -term contract, please tell us your
consideration for not performing an interim impairment test as  of or prior to September
30, 2014, given your apparent expectation that this portion of the reporting unit would be
sold or otherwise disposed of, as referenced in ASC 350 -20-35-30e. In this regard, we
note from the transcript to the third quarter earning s call that you were considering a
divestiture of the Long Island operations about nine months ago.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the informat ion the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclo sures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Mr. Ian Kid son
Progressive Waste Solutions Ltd .
November 25 , 2014
Page 3

  staff comments or changes to disclosu re in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal s ecurities laws of the United States.

You may contact Jenn Do at (202) 551-3743  or me at (202) 551 -3355  if you have
questions regarding comments on the financial statements and related matters.  Please contact
Sherry Haywood  at (202) 551 -3345, or Era Anagnosti a t (202) 551 -3369, with any other
questions

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Branch Chief