U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 40-F

(Check One) [            ]Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

[ü]Annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934

For the fiscal year ended December 31, 2012

Commission
file number: 001-34370

Progressive Waste Solutions Ltd.(Exact name of registrant as specified in its charter)

Ontario, Canada

4953

Not applicable(Province or other jurisdiction of incorporation or organization)

(Primary Standard Industrial
Classification Code Number (if
applicable))

(I.R.S. Employer
Identification Number (if
Applicable))


400 Applewood Crescent, 2nd Floor, Vaughan, Ontario L4K 0C3, Canada, (905) 532-7510(Address and Telephone Number of Registrant's Principal Executive
Offices)

IESI Corporation, 2301 Eagle Parkway, Suite 200, Fort Worth, TX 76177, (817) 632-4000(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)

Securities
registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registeredCommon Shares

New York Stock Exchange


Securities
registered or to be registered pursuant to Section 12(g) of the Act.None

Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act.None

For
annual reports, indicate by check mark the information filed with this Form:

[ü]Annual Information Form

[ü]Audited Annual Financial Statements


Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares


115,166,364


Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.

Yes ü

No


Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interaction Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to
submit and post such files).

Yes ü

No






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FORM 40-F

Principal Documents

The
following documents, filed or incorporated by reference as Exhibits 99.1 through 99.3 hereto, are hereby incorporated by reference into this Annual Report on
Form 40-F:



ADDITIONAL DISCLOSURE

Certifications and Disclosure Regarding Controls and Procedures



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(c)

Management's Annual Report of Internal Control over Financial Reporting. The disclosure provided under the headingManagement's Report on Internal Control Over Financial Reportingon page 1 of Exhibit 99.3: Consolidated Financial Statements for the fiscal year ended December 31, 2012, is incorporated
by reference herein.(d)

Attestation Report of the Registered Public Accounting Firm. The disclosure provided under the headingReport of Independent Registered Chartered Accountantson pages 3-4 of Exhibit 99.3: Consolidated Financial Statements for the fiscal year ended December 31, 2012, is incorporated by reference
herein.(e)

Changes in Internal Control over Financial Reporting. During the fiscal year ended December 31, 2012, there were no
changes in the registrant's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting.


Notices Pursuant to Regulation BTR

None.

Audit Committee Financial Experts

The
registrant's audit committee does not include an "audit committee financial expert" (as such term is defined in Form 40-F). Instead, the registrant has opted to comply
with the Canadian securities law requirement that all audit committee members be "financially literate." The term "financially literate" is defined in National
Instrument 52-110  Audit Committees, of the Canadian Securities Administrators ("NI 52-110") as the ability to read and
understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can
reasonably be expected to be raised by the registrant's financial statements.

Code of Ethics

The
registrant has adopted a "code of ethics" (as that term is defined in Form 40-F), which it refers to as its Code of Conduct, that applies to its officers, directors
and employees.

The
Code of Conduct is available for viewing on the registrant's website atwww.progressivewaste.comand is available in
print to any shareholder who requests it. Requests for copies of the Code of Conduct should be made by contacting:



Alternatively,
requests may be sent by email tocorporate.communications@progressivewaste.com.

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There
have not been any waivers, including implicit waivers, from any provision of the Code of Conduct during the registrant's fiscal year ended December 31, 2012.

Principal Accountant Fees and Services

The
information required is included under the headings " Audit Fees," " Audit-related Fees," " Tax Fees," and
" All Other Fees" in the Audit Committee Information section of the registrant's Annual Information Form for the fiscal year ended December 31, 2012, incorporated by
reference as Exhibit 99.1 to this Annual Report on Form 40-F.

Pre-Approval Policies and Procedures

The
information required is included under the heading " Pre-Approval Policies and Procedures" in the Audit Committee Information section of the registrant's
Annual Information Form for the fiscal year ended December 31, 2012, incorporated by reference as Exhibit 99.1 to this Annual Report on Form 40-F. The
registrant's audit committee approved all of the services described under "Principal Accountant Fees and Services" during the fiscal year ended December 31, 2012.

Off-Balance Sheet Arrangements

None.

Tabular Disclosure of Contractual Obligations

The
information required is included in Management's Discussion & Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31, 2012, incorporated by
reference as Exhibit 99.2 to this Annual Report on Form 40-F.

Identification of the Audit Committee

The
registrant has a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the audit committee are:
Mr. Michael H. DeGroote, Mr. John T. Dillon, Mr. Jeffrey L. Keefer, Mr. Daniel R. Milliard, Mr. James J. Forese and Mr. Douglas W. Knight.

Significant Differences in the Registrant's Corporate Governance Practices Compared to NYSE Governance Standards

As
a Canadian corporation listed on the NYSE, the registrant is not required to comply with most of the NYSE corporate governance standards, so long as it complies with Canadian corporate governance
practices. In order to claim such an exemption, however, the registrant must disclose the significant differences between its corporate governance practices and those required to be followed by
U.S. domestic companies under the NYSE corporate governance standards.

The
registrant's corporate governance practices meet or exceed all applicable Canadian requirements. They also incorporate some best practices derived from the NYSE rules and comply with applicable
rules adopted by the SEC to give effect to the provisions of the U.S. Sarbanes-Oxley Act of 2002.

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Further
information about the registrant's corporate governance practices is included in the registrant's Information Circular in respect of its Annual Meeting of Shareholders held on
May 8, 2012.

The
following is a summary of the significant ways in which the registrant's corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE's
corporate governance standards. Except as described in this summary, the registrant is in compliance with NYSE corporate governance standards in all significant respects.

Approval of Equity Compensation Plans

Section 303A.08
of the NYSE's Listed Company Manual requires shareholder approval of all equity compensation plans and revisions to such plans. The definition of "equity compensation plans"
covers plans that provide for the delivery of both newly issued and treasury securities, as well as plans that rely on securities re-acquired in the open market by the issuing company for
the purpose of redistribution to employees and directors. The Toronto Stock Exchange (the "TSX") rules provide that only the creation of or material amendments to equity compensation plans that
provide for new issuances of securities are subject to shareholder approval.

The
registrant follows the TSX rules with respect to the requirements for shareholder approval of equity compensation plans and material revisions to such plans.

Code of Ethics

Section 303.10
of the NYSE Listed Company Manual requires a company to adopt and disclose a code of business conduct and ethics. Such code is required to be posted on the company's website. The
registrant has adopted the Code of Conduct, and it is available for viewing on the registrant's website. The Code of Conduct generally complies with NYSE rules, but such code does not yet specifically
include certain items required by the NYSE rules to be included in the code.

Corporate Governance Guidelines

According
to Section 303A.09 of the NYSE Listed Company Manual, a listed company must adopt and disclose a set of corporate governance guidelines with respect to specified topics. Such
guidelines are required to be posted on the listed company's website.

The
registrant operates under corporate governance principles that are consistent with Section 303A.09 of the NYSE Listed Company Manual, many of which are described under the heading
"Statement of Corporate Governance Practices" in the registrant's Information Circular in connection with its 2012 Annual Meeting of Shareholders. However, the registrant has not codified its
corporate governance principles into formal guidelines in order to post them on the website.

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Director Independence

Each
of the registrant's non-management directors is "independent" for the purposes of National Instrument 58-101  Disclosure of
Corporate Governance Practices, of the Canadian Securities Administrators ("NI 58-101"). The registrant's board of directors is responsible for determining whether or not each
director is independent. In making this determination, the registrant's board of directors has adopted the definition of "independence" as set out in Section 1.4 of
NI 52-110, in accordance with NI 58-101. In applying this definition, the registrant's board of directors considers all relationships of the directors with the
registrant, including business, family and other relationships. The registrant's board of directors also determines whether each member of the registrant's audit committee is independent pursuant to
Sections 1.4 and 1.5 of NI 52-110 and Rule 10A-3 under the Exchange Act. The registrant's board of directors has not adopted the director
independence standards contained in Section 303A.02 of the NYSE's Listed Company Manual.

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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

A.    Undertaking.

The
registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly, when requested to do so by the SEC
staff, information relating to: (i) the securities registered pursuant to Form 40-F; (ii) the securities in relation to which the obligation to file an annual report
on Form 40-F arises; or (iii) transactions in said securities.

B.    Consent to Service of Process.

The
Company has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.

Any
change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the
file number of the registrant.

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SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on
Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, on April 2, 2013.

Progressive Waste Solutions Ltd.By:

/s/ WILLIAM CHYFETZName:

William ChyfetzTitle:

Vice President, Associate General
Counsel and Secretary


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EXHIBIT INDEX

Exhibit

Description99.1

Annual Information Form for the fiscal year ended December 31, 201299.2

Management's Discussion and Analysis of Financial Condition and Results of Operations for the fiscal year ended December 31,
 201299.3

Consolidated Financial Statements for the fiscal year ended December 31, 201299.4

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of
193499.5

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of
193499.6

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.7

Certification of Chief Financial Officer Form pursuant to Section 906 of the Sarbanes-Oxley Act of 200299.8

Consent of Deloitte LLP101

The following financial information from Progressive Waste Solution Ltd.'s audited Consolidated Financial Statements,
formatted in XBRL (eXtensible Business Reporting Language) and furnished electronically herewith: (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Comprehensive Income or Loss; (iii) the
Consolidated Statements of Cash Flows; (iv) the Consolidated Statement of Equity and (v) Notes to the Consolidated Financial Statements, tagged as detailed text.


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