What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2021-02-18 compared with 2020-02-13 · 287 added, 161 removed, 640 unchanged (41% of the section changed)

This Annual Report on Form 10-K and the documents incorporated herein by reference contain forward-looking statements based on expectations, estimates, and projections as of the date of this filing.

Actual results may differ materially from those expressed in forward-looking statements.

See Item 7 of Part II – “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Waste Connections, Inc.

is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer, disposal and recycling services in mostly exclusive and secondary markets in the U.S.

Through our R360 Environmental Solutions subsidiary, we are also a leading provider of non-hazardous exploration and production, or E&P, waste treatment, recovery and disposal services in several of the most active natural resource producing areas 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.

is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer and disposal services, along with recycling and resource recovery, in mostly exclusive and secondary markets in the U.S.

Waste Connections also provides non-hazardous oil and natural gas exploration and production, or E&P, waste treatment, recovery and disposal services in several basins across the U.S., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

As of December 31, 2020, we served residential, commercial, industrial and E&P customers in 43 states in the U.S.

and six provinces in Canada:

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin and Wyoming, and the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan.

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Delaware, Florida, Georgia, Idaho, Illinois, Iowa, Kansas, Kentucky, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Jersey, New Mexico, New York, North Carolina, North Dakota, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont, Virginia, Washington, Wisconsin and Wyoming, and the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan.

Our senior management team has extensive experience in operating, acquiring and integrating non-hazardous waste services businesses, and we intend to continue to focus our efforts on both internal and acquisition-based growth.

15 unchanged sentences

In markets where we believe that owning landfills is a strategic advantage to a collection operation because of competitive and regulatory factors, we generally focus on providing integrated services, from collection through disposal of solid waste in landfills that we own or operate.

Similarly, we see this

strategic advantage in E&P waste services where we offer closed loop systems for liquid and solid waste storage, transportation, treatment, and disposal.

Manage on a Decentralized Basis .

3 unchanged sentences

We believe that this structure gives us a strategic competitive advantage, given the relatively rural nature of many of the markets in which we operate, and makes us an attractive buyer to many potential acquisition candidates.

We manage our operations through five geographic solid waste operating segments and our E&P segment, which includes the majority of our E&P waste treatment and disposal operations.

As of December 31, 2019, we delivered our services from operating locations grouped into the following operating segments:

our Eastern segment services customers located in northern Illinois, Kentucky, Maryland, Massachusetts, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee, Vermont, Virginia and Wisconsin;

our Southern segment services customers located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, southern Oklahoma, western Tennessee and Texas;

We manage our operations through the following five geographic operating segments:

our Southern segment services customers located in Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, New Mexico, North Dakota, southern Oklahoma, western Tennessee, Texas, Wyoming and along the Gulf of Mexico;

our Eastern segment services customers located in Delaware, northern Illinois, Kentucky, Maryland, Massachusetts, New Jersey, New York, North Carolina, Pennsylvania, Rhode Island, South Carolina, eastern Tennessee, Vermont, Virginia and Wisconsin;

our Western segment services customers located in Alaska, California, Idaho, Montana, Nevada, Oregon, Washington and western Wyoming;

1 unchanged sentence

and our Canada segment services customers located in the state of Michigan and in the provinces of Alberta, British Columbia, Manitoba, Ontario, Québec and Saskatchewan.

The E&P segment services E&P customers located in Louisiana, New Mexico, North Dakota, Oklahoma, Texas, Wyoming and along the Gulf of Mexico.

Some E&P revenues are also included in other operating segments, where we accept E&P waste at some of our municipal solid waste, or MSW, landfills.

In addition, a small amount of solid waste revenue is included in our E&P segment.

We manage and evaluate our business on the basis of the operating segments’ geographic characteristics, interstate waste flow, revenue base, employee base, regulatory structure, and acquisition opportunities.

15 unchanged sentences

Obtain Additional Exclusive Arrangements .

Our operations include market areas where we have exclusive arrangements, including franchise agreements, municipal contracts and governmental certificates, under which we are the exclusive service provider for a specified market.

Our operations include market areas where we have exclusive arrangements, including franchise agreements, municipal contracts and governmental certificates, under which we are the

exclusive service provider for a specified market.

These exclusive rights and contractual arrangements create a barrier to entry that is usually obtained through the acquisition of a company with such exclusive rights or contractual arrangements or by winning a competitive bid.

10 unchanged sentences

In markets in which we have exclusive contracts, franchises and governmental certificates, we expect internal volume growth generally to track population and business growth.

In niche disposal markets, like E&P, our focus is on increasing market penetration, and providing additional service offerings in existing markets where appropriate.

In addition, we focus on developing and permitting new treatment and disposal sites in new and existing E&P markets to position ourselves to capitalize on current and future drilling activity in those areas.

Expand Through Acquisitions .

9 unchanged sentences

In new markets, we often use an initial acquisition as an operating base and seek to strengthen the acquired operation’s presence in that market by providing additional services, adding new customers and making “tuck-in” acquisitions of other waste companies in that market or adjacent markets.

We believe that many suitable “tuck-in”

acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to increase our market share and route density.

The North America solid waste services industry has experienced continued consolidation over the past several years, most notably with our acquisition of Progressive Waste (as defined below) in June 2016.

We believe that many suitable “tuck-in” acquisition opportunities exist within our current and targeted market areas that may provide us with opportunities to increase our market share and route density.

The North America solid waste services industry has experienced continued consolidation over the past several years, most notably with the acquisition of Advanced Disposal Services, Inc.

by Waste Management, Inc.

in October 2020 and our acquisition of Progressive Waste (as defined below) in June 2016.

In spite of this consolidation, the solid waste services industry remains regional in nature, with acquisition opportunities available in select markets.

The E&P waste services industry is similarly regional in nature and is also highly fragmented, with acquisition opportunities available in several active natural resource basins.

In some markets in both MSW and E&P waste, independent landfill, collection or service providers lack the capital resources, management skills and/or technical expertise necessary to comply with stringent environmental and other governmental regulations and to compete with larger, more efficient, integrated operators.

1 unchanged sentence

During the year ended December 31, 2020, we completed 21 acquisitions for consideration having a net fair value of $481.6 million.

During the year ended December 31, 2018, we completed 20 acquisitions for consideration having a net fair value of $1.032 billion.

During the year ended December 31, 2019, we completed 21 acquisitions for consideration having a net fair value of $837.7 million.

During the year ended December 31, 2018, we completed 20 acquisitions for consideration having a net fair value of $1.032 billion.

HUMAN CAPITAL

We believe that people are our greatest differentiator.

We aim to be an employer of choice that attracts and retains high performing talent with the mindset, skillset and commitment to uphold our values of safety, integrity, customer service, and being a great place to work and the premier solid waste services company in the U.S.

All employees are responsible for upholding the Waste Connections Vision and Values, and the Waste Connections Code of Conduct, which form the foundation of our policies and practices.

Moreover, we are committed to an inclusive, supportive environment built on the principles of Servant Leadership, valuing diversity and inspiring employee growth.

As such, developing our talent and maintaining our culture through employee engagement are integral to the growth and sustainability of our business.

Our Workforce

As of December 31, 2020, our employee population consisted of 18,933 active employees, 9,788 of whom are commercial truck drivers and 1,610 of whom are mechanics.

There were 15,978 employees located in the United States and 2,955 employees located in Canada.

39% of our employees were ethnic minorities, 16% were women, and 8% of our employees were from the armed services.

As of December 31, 2020, 3,172 employees, or approximately 17% of our workforce, were employed under collective bargaining agreements.

The majority of our collective bargaining agreements are with the Teamsters Union in both the U.S.

These collective bargaining agreements are renegotiated periodically.

In 2020, we did not experience any work stoppages or have any days idle as a result of labor issues.

We have 17 collective bargaining agreements covering 1,254 employees that have expired or are set to expire during 2021.

We do not expect any significant disruption in our overall business in 2021 as a result of labor negotiations, employee strikes or organizational efforts by labor unions or their representatives.

COVID-19 Related Employee Support

Since the onset of the COVID-19 pandemic, protecting the health, safety and welfare of our employees has been our top priority.

In order to support and protect our employees, we established protocols and implemented operational changes focused on the health and safety of our frontline employees and accommodated transitions to remote work environments for customer service representatives and other support personnel.

In addition, recognizing the potential for financial hardship and other challenges, we looked to provide a safety net for our employees on issues of income and family health.

To that end, in 2020 we incurred over $35 million in incremental COVID-19-related costs, primarily supplemental pay for front line employees.

This included bonus payments as well as supplemental wages, which were provided to all front-line employees, whether union or non-union, remote or on-site, as well as temporary workers.

We provided full base wages for employees feeling ill, under quarantine, or caring for family members, and two-thirds of base wages for up to 12 weeks for those with childcare needs.

We also expanded our Employee Relief Fund for those experiencing financial hardship, launched the Waste Connections Scholarship Program to assist our employees’ children in pursuing their educational goals, covered COVID-19-related testing and medical costs, and expanded and extended access to medical benefits.

In addition to our near-term COVID-19-related financial commitments, we raised our minimum hourly wage target to $15 per hour, which exceeds many state, provincial and local wage requirements.

Looking beyond our people, we also recognized the needs of the communities where we live and work, increasing the level of charitable contributions to assist food banks, families at risk, and organizations with a focus on addressing racial inequities at a local or national level, providing meals for healthcare workers and higher risk populations, and donating critical personal protective equipment.

Safety is our first operating value at Waste Connections.

We are committed to the safety of our employees, customers, and the communities we serve.

Our ultimate goal is to “Drive to ZERO”, that is, to achieve zero incidents and accidents.

Our success in safety is driven by our self-directed and empowered employees taking personal ownership for their safety and the safety of those around them.

As servant leaders, we endeavor every day to protect our employees and the communities we are privileged to work in and around.

We utilize on-board event recording technology to identify both risky behavior, which is coached, and best practices, which are reinforced.

We have developed a risk-based scoring system for our drivers to improve their safe driving skills and hold our leaders responsible for the performance of the employees they are privileged to serve.

In 2020, this behavior-based approach to safety resulted in a reduction in our incident rate by approximately 12%, with over 60% of our operating locations posting zero safety-related incidents or reduced incident frequency over the prior year.

Safety training is an integral part of our culture of safety.

To reinforce safe driving skills and safe work practices throughout Waste Connections, we require both initial training for all new driver employees and reinforcement training each year.

Areas of focus in training include:

“Target 4” defensive driving, Smith System driving fundamentals, Injury & Illness prevention, and Safe Work Practices training.

We further emphasize the importance of safety through regular tailgate safety meetings and rollout safety instructions for our drivers, and through the utilization of electronic safety communication boards, safety alerts, and other communications to heighten awareness and maintain focus every day on the importance of safety.

While we attribute our successful safety record to our culture and behavior-based approach, we recognize that advances in fleet design and technology can be important tools in identifying risky behaviors and providing coaching opportunities to further our efforts to achieve our long-term aspirational target of a 25% reduction in incident rates as described in our 2020 Sustainability Report (www.wasteconnections.com/sustainability).

To that end, in 2020, we initiated a two-year, $10 million fleet-wide upgrade of our on-board event recording technology and introduced Freightliner EconicSD trucks with an overhauled cab design that incorporates many of the safety features already included in passenger vehicles, as well as an integrated collision mitigation system, enhanced visibility, and several ergonomic improvements.

Culture/Servant Leadership

At Waste Connections, we maintain that our purposeful culture drives differentiated results, and therefore investing in our people is a priority as we employ an approach guided by Servant Leadership.

This concept inverts the traditional management hierarchy, positioning leaders to serve their employees both professionally and personally.

The philosophy empowers employees by prioritizing their needs, sharing responsibility and driving personal development.

As a result, a significant amount of management time and resources are dedicated to leadership training and development.

Training and Development

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 25% of our leadership team participated in 2020 in spite of the limitations on in-person training as a result of COVID-19-related travel restrictions.

These leadership training sessions, generally conducted in-person but also available online, are developed and administered by dedicated internal resources and also include participation by the senior leadership team.

In addition, the Company provides a broad range of other training and on-the-job learning opportunities, including district management training, varying leadership webinar topics, and other safety, sales, maintenance, operations and financial training courses engaging every level of employee throughout the Company.

Through our Learning Management System (“LMS”), we track employee progress and can utilize the LMS to share new course topics and additional content.

Employee Pay and Benefits

We strive to make Waste Connections a great place to work.

Our approach to attracting safe, productive workers includes a focus on providing full time, stable, local jobs with competitive pay and benefits.

Our pay and benefits strategy is designed to provide programs and services that help meet the varying needs of our employees, particularly during challenging periods like the COVID-19 pandemic, when we increased our targeted minimum wage to $15 per hour and introduced the Waste Connections Scholarship Program, in addition to providing discretionary supplemental pay and benefits, including expanded access to our Employee Relief Fund.

Our total rewards package for front line employees includes market-competitive pay, bonus opportunities, affordable and comprehensive healthcare plans, market-leading retirement benefits, generous and flexible time off plans, and the opportunity to share in the Company’s success through an Employee Share Purchase Plan.

Our leaders also are eligible for incentive compensation programs consisting of an annual cash bonus, equity, or both, dependent on their contributions to improving safety, financial results, and key human capital measures like turnover, employee development and employee survey scores.

Employee Engagement

Beyond compensation and benefits, we believe employee engagement includes increased investments in training and development of our leaders and frontline employees, and innovating new technology offerings to increase connectivity both inside and outside of the Company, using a variety of channels to facilitate open and direct communication, including employee resource groups.

We recognize the importance of engagement in driving culture and increasing retention, which was magnified in 2020, when the COVID-19 pandemic necessitated the use of remote alternatives to in-person training and development and highlighted the importance of connectivity both inside and outside of the Company.

Indicators of employee engagement include retention, voluntary turnover and satisfaction, as measured through annual Servant Leadership surveys.

In 2020, our total turnover improved by 11.2%, with voluntary turnover down 18.0% on a year-over-year basis.

We conduct an annual Servant Leadership survey, which provides employees the opportunity to evaluate their managers on an anonymous basis and provide written feedback.

We target continuous improvement in the scores as an element of the long-term aspirational goals included in our 2020 Sustainability Report.

In 2020, our managers’ Servant Leadership scores increased by 1.9%, with an employee response rate of over 87%.

Diversity and Inclusion

We are committed to building and developing diverse teams that function in an environment of mutual respect, where employees feel valued, empowered to contribute and positioned for success.

In keeping with our efforts to support and encourage diversity and inclusion, we have undertaken several initiatives, including adopting in 2019 a formal Diversity Policy for our Board of Directors and Senior Management with aspirational targets for female Board representation, and additional disclosure on workforce composition.

In addition, in 2020, we incorporated diversity and inclusion into Servant Leadership training, focused our leadership summit on understanding and mitigating unintended biases, expanded our Servant Leadership assessments of managers by employees to include diversity and inclusion, enhanced recruiting practices to ensure the broadest candidate pools, established financial commitments to organizations that focus on racial inequities and that support women and children at risk, and supported the development of resource groups including our Women’s Network and Veterans’ S.E.R.V.E.

Waste Connections is a signatory to the CEO Action for Diversity & Inclusion, the largest CEO-driven business commitment to advance diversity and inclusion within the workplace.

Employee Recruiting

In 2020, we hired 4,417 employees through our network of internal recruiters operating on a regional basis out of 10 locations.

Our internal recruiting team endeavors to not only fill open positions, but to partner with hiring managers to

continuously improve our efforts with respect to marketing, screening, interviewing, onboarding and employee retention.

In addition to recruiting locally in the communities we serve, we use job fairs, open house events, employee referral programs, social media channels, local radio and television advertising, and school to work partnerships.

Our job opportunities are hosted on www.careers.wasteconnections.com, posted on www.indeed.com, www.linkedin.com, as well as state and provincial job boards, and syndicated to expand our reach to dozens of diversity-oriented and military-focused recruiting websites such as www.honorher.works, www.jobs.vetjobs.org, www.diversity.dejobs.org, www.enableamerica.dejobs.org and www.campuspride.jobs.

Sustainability/ESG

Environmental, organizational and financial sustainability initiatives have been key components of our success since we were founded in 1997.

We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment and improve our competitive positioning.

We remain committed to growing and expanding these efforts as our industry and technology continue to evolve.

To that end, we have made a $500 million commitment to the advancement of the long-term aspirational targets outlined in our 2020 Sustainability Report.

The targets include reducing environmental impact through expanded resource recovery capacity, increased landfill gas recovery and biogas generation, and increased on-site leachate treatment at our landfills.

In addition, they focus on enhancing employee safety and engagement through reducing safety incident rates, continuous improvement in voluntary turnover, and increased Servant Leadership scores.

WASTE SERVICES

19 unchanged sentences

As of December 31, 2020, we owned or operated 66 MSW landfills, 12 E&P waste landfills, which only accept E&P waste, 13 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste, and one development stage landfill.

Nine of our MSW landfills also received E&P waste during 2019.

We generally own landfills to achieve vertical integration in markets where the economic and regulatory environments make landfill ownership attractive.

Eight of our MSW landfills also received E&P waste during 2020.

We generally own landfills to achieve vertical integration in markets where the economic and regulatory environments make landfill

ownership attractive.

We also own landfills in certain markets where it is not necessary to provide collection services because we believe that we are able to attract volume to our landfills, given our location or other market dynamics.

Over time, MSW landfills generate a greenhouse gas, methane, which can be converted into a valuable source

of clean energy.

Over time, MSW landfills generate a greenhouse gas, methane, which can be converted into a valuable source of clean energy.

We deploy gas recovery systems at 51 of our landfills to collect methane, which can then be used to generate electricity for local households, fuel local industrial power plants or power alternative fueled vehicles.

3 unchanged sentences

We are responsible for all final capping, closure and post-closure obligations at our operated landfills for which we have life-of-site agreements.

The expiration dates for the four operating agreements for which the contracted term is less than the life of the landfill range from 2022 to 2027.

We intend to seek renewal of all four contracts prior to, or upon, their expiration.

Based on remaining permitted capacity as of December 31, 2020, and projected annual disposal volumes, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements, is estimated to be approximately 29 years.

2 unchanged sentences

We also monitor the available permitted in-place disposal capacity of our landfills on an ongoing basis and evaluate whether to seek capacity expansion using a variety of factors.

We are currently seeking to expand permitted capacity at nine of our landfills, for which we consider expansions to be probable.

We are currently seeking to expand permitted capacity at ten of our landfills, for which we consider expansions to be probable.

Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 32 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.

3 unchanged sentences

Developed landfills

Divested landfills

Permits granted

Airspace consumed

Expansions initiated

Changes in engineering estimates

Balance, end of year

The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume, in years, as of December 31, 2019, and December 31, 2018, are shown in the tables below.

in years, as of December 31, 2020, and December 31, 2019, are shown in the tables below.

The estimated remaining operating lives include assumptions that the operating permits are renewed.

14 unchanged sentences

Operated landfills

Transfer Station and Intermodal Services

The expiration dates for the four operated landfills range from 2022 to 2027.

We intend to seek renewal of all four contracts prior to, or upon, their expiration.

Transfer Station Services

We own or operate MSW transfer stations and E&P waste transfer stations with marine access.

1 unchanged sentence

They extend our direct-haul reach and link collection operations or waste generators with distant disposal or treatment facilities by concentrating the waste stream from a wider area and thus providing better utilization rates and operating efficiencies.

Intermodal logistics is the movement of containers using two or more modes of transportation, usually including a rail or truck segment.

We provide these services for railing containerized international import and export goods through the Pacific Northwest, along with the transport of MSW waste and industrial construction debris.

Additionally we operate two intermodal facilities primarily for the shipment of waste by rail to distant disposal facilities that we do not own.

Our fleet of double-stack railcars provides dedicated direct-line haul services among terminals in Portland,

Boardman, Tacoma and Seattle.

We have a contract with Union Pacific railroad for the movement of containers among our intermodal operations.

We also provide our customers container and chassis sales and leasing services.

We have increased the amount of waste we transport by rail to our landfills and intend to further expand our intermodal business through cross-selling efforts with our solid waste services operations.

We believe that a significant amount of solid waste is transported currently by truck, rail and barge from primarily the Seattle-Tacoma and Metro Portland areas to remote landfills in Eastern Washington and Eastern Oregon.

We believe our ability to market both intermodal and disposal services will enable us to more effectively compete for these volumes.

Recycling Services

We offer residential, commercial, industrial and municipal customers recycling services for a variety of recyclable materials, including compost, cardboard, mixed paper, plastic containers, glass bottles and ferrous and aluminum metals.

We own or operate recycling operations and market other collected recyclable materials to third parties for processing before resale.

We own and operate recycling operations and market collected recyclable materials to third parties for processing before

The majority of the recyclables we process for sale are paper products and are shipped to customers in the United States and Canada, as well as other markets, including Asia.

20 unchanged sentences

In certain locations, fresh water is then added to the remaining solids in the cell to “wash” the solids several times to remove contaminants, including oil and grease, chlorides and other contaminants, to ensure the solids meet specific regulatory criteria that, in certain areas, are administered by third-party labs and submitted to the regulatory authorities.

The North America MSW services industry is highly competitive and requires substantial labor and capital resources.

Our competition includes three national, publicly-held solid waste companies – Waste Management, Inc.,

Republic Services, Inc.

and Advanced Disposal Services, Inc.;

The North America municipal solid waste, or MSW, services industry is highly competitive and requires substantial labor and capital resources.

Our competition includes:

three publicly-held solid waste companies—Waste Management, Inc., Republic Services, Inc.

and GFL Environmental, Inc.;

several regional, publicly held and privately owned companies;

and several thousand small, local, privately owned companies, including independent waste brokers, some of which we believe have accumulated substantial goodwill in their markets.

In 2019, the stockholders of Advanced Disposal Services, Inc.

agreed to the acquisition of the company by Waste Management, Inc., which is expected to close in the first quarter of 2020.

We compete for collection, transfer and disposal volume based primarily on the price and, to a lesser extent, quality of our services.

5 unchanged sentences

Exclusive franchises and municipal contracts may be subject to periodic competitive bidding.

Competition in the solid waste industry is also affected by the increasing national emphasis in the U.S.

Competition in the solid waste industry is also

affected by the increasing national emphasis in the U.S.

and Canada on recycling and other waste reduction programs, which may reduce the volume of waste we collect or deposit in our landfills.

3 unchanged sentences

Competition for E&P waste comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets.

We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., US Ecology, Inc., Secure Energy Services Inc., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv and others.

In addition, customers in many markets have the option of using internal disposal methods or outsourcing to another third-party disposal company.

The principal competitive factors in this business include:

gaining customer approval of treatment and disposal facilities;

location of facilities in relation to customer activity;

reliability of services;

track record of environmental compliance;

ability to accept multiple waste types at a single facility;

The intermodal services industry is also highly competitive.

We compete against other intermodal rail services companies, trucking companies and railroads, many of which have greater financial and other resources than we do.

Competition is based primarily on price, reliability and quality of service.

Our operations in the United States and Canada, including landfills, transfer stations, solid waste transportation, intermodal operations, vehicle maintenance shops, fueling facilities and oilfield waste treatment, recovery and disposal operations, are all subject to extensive and evolving federal, state, provincial and, in some instances, local environmental, health and safety laws and regulations, the enforcement of which has become increasingly stringent.

1 unchanged sentence

govern the amount and type of substances that may be released or emitted into the environment in connection with our operations;

impose clean-up or corrective action responsibility for releases of regulated substances into the environment;

impose cleanup or corrective action responsibility for releases of regulated substances into the environment;

restrict the way we handle, manage or dispose of wastes;

limit or prohibit our activities in sensitive areas such as wetlands, wilderness areas or areas inhabited by endangered or threatened species;

require investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to

former operations;

require investigatory and remedial actions to mitigate pollution conditions caused by our operations or attributable to former operations;

and impose specific standards addressing worker protection and health.

Compliance is often costly or difficult, and the violation of these laws and regulations may result in the denial or revocation of permits, issuance of corrective action orders, assessment of administrative and civil penalties and even criminal prosecution.

Compliance is often costly or difficult to achieve, and the violation of these laws and regulations may result in the denial or revocation of permits, issuance of corrective action orders, assessment of administrative and civil penalties and even criminal prosecution.

In many instances in the United States, liability is often “strict,” meaning it is imposed without a requirement of intent or fault on the part of the regulated entity.

The environmental regulations that affect us in the United States are generally administered by the Environmental Protection Agency, or the EPA, and other federal, state and local agencies having jurisdiction over our U.S.

The environmental regulations that affect us in the United States are generally administered by the Environmental Protection Agency, or the EPA, state environmental agencies, and other federal, state and local authorities having jurisdiction over our U.S.

The environmental legislation that affects us in Canada is administered by federal and provincial regulatory agencies, which have jurisdiction over certain aspects of our Canadian operations.

6 unchanged sentences

It is also possible that other developments, such as the adoption of additional or more stringent environmental laws, regulations and enforcement policies, could result in additional costs or liabilities that we cannot currently foresee or quantify.

Moreover, changes in environmental laws or regulations could reduce the demand for our services and adversely impact our business.

Moreover, changes in environmental laws or regulations could

reduce the demand for our services and adversely impact our business.

We also expend significant resources (both administrative and financial) directed toward development, expansion, acquisition, and permitting of landfills, transfer stations, and other facilities we operate.

4 unchanged sentences

Regarding any permit that has been issued, it remains subject to renewal, modification, suspension or revocation by the agency with jurisdiction.

Various laws impose clean-up or remediation liability on responsible parties, which are discussed in more detail below.

Substances subject to clean-up liability have been or may have been disposed of or released on or under certain of our facility sites.

Various laws impose cleanup or remediation liability on responsible parties, which are discussed in more detail below.

Substances subject to cleanup liability have been or may have been disposed of or released on or under certain of our facility sites.

At some of our facilities, we have conducted and continue to conduct monitoring or remediation of known soil and groundwater contamination and, as required, we will continue to perform such work.

1 unchanged sentence

These monitoring and remediation efforts are usually overseen by environmental regulatory agencies.

Further, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury or property damage allegedly caused by the release of regulated substances into the environment.

Further, it is not uncommon for neighboring landowners or other third parties to file claims for personal injury or property damage allegedly caused by the release of regulated substances into the environment.

In addition, from time to time, our intermodal services business undertakes the transport of hazardous materials.

4 unchanged sentences

Federal statutes in Canada govern certain aspects of waste management, including international and interprovincial transport of certain kinds of waste.

Certain of these statutes in the United States and Canada contain provisions that authorize, under certain circumstances, lawsuits by private citizens to enforce certain

statutory provisions.

Certain of these statutes in the United States and Canada contain provisions that authorize, under certain circumstances, lawsuits by private citizens to enforce certain statutory provisions.

In addition to penalties, some of these statutes authorize an award of attorneys’ fees to parties that successfully bring such an action.

Enforcement actions for a violation of these statutes or for a violation of or failure to have a permit, which is required by certain of these statutes, may include administrative, civil and criminal/regulatory penalties, as well as injunctive relief in some instances.

In our ordinary course of business, we incur significant costs complying with these regulations and applicable standards.

Enforcement actions for a violation of these statutes and related rules, or for a violation of or failure to have a permit, which is required by certain of these statutes, may include administrative, civil and criminal/regulatory penalties, as well as injunctive relief in some instances.

In our ordinary course of business, we incur significant costs complying with these statutes, regulations and applicable standards they impose.

A brief description of certain of the primary statutes affecting our operations is discussed below.

6 unchanged sentences

The Subtitle D Regulations establish, among other things, location restrictions, minimum facility design and performance standards, operating criteria, closure and post-closure requirements, financial assurance requirements, groundwater monitoring requirements, groundwater remediation standards and corrective action requirements.

These and other applicable requirements, including permitting, are typically implemented by the states, but in some instances, states have enacted more stringent requirements.

Regarding the management and disposal of E&P waste, although E&P wastes may contain hazardous constituents, most E&P waste is exempt from stringent RCRA regulation as a hazardous waste.

These and other applicable requirements, including permitting, are typically implemented by the states, and in some instances, states have enacted more stringent requirements.

Waste related to oil and gas exploration and production, or “E&P,” is typically regulated differently than those wastes designated as “hazardous waste.” Regarding the management and disposal of E&P waste, although E&P wastes may contain hazardous constituents, most E&P waste is exempt from stringent RCRA regulation as a hazardous waste.

We are required to obtain permits for the land treatment and disposal of E&P waste as part of our operations.

1 unchanged sentence

These regulations vary widely from state to state.

None of our oilfield waste recycling, treatment and disposal facilities are currently permitted to accept hazardous wastes for disposal.

None of our oilfield waste recycling, treatment and disposal facilities are currently permitted to accept hazardous wastes.

Some wastes handled by us that currently are exempt from regulation as hazardous wastes may in the future be designated as “hazardous wastes” under RCRA or other applicable statutes if changes in laws or regulations were to occur.

2 unchanged sentences

Moreover, if we experience a delay in obtaining, are unable to obtain, or suffer the revocation of required permits, we may be unable to serve our customers, our operations may be interrupted and our growth and revenue may be limited.

RCRA also regulates underground storage of petroleum and other materials it defines as “regulated substances.” RCRA requires registration, compliance with technical standards for tanks, release detection and reporting and corrective action, among other things.

RCRA also regulates underground storage of petroleum and other materials it defines as “regulated substances.” RCRA requires tank registration, compliance with technical standards for tanks, release detection and reporting and corrective action, among other things.

Certain of our facilities and operations are subject to these requirements, which are typically implemented at the state level and may be more stringent in certain states.

The Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA

CERCLA, which is also known as the “Superfund” law, established a program in the United States allowing federal authorities to provide for the investigation and clean up of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened.

CERCLA, which is also known as the “Superfund” law, established a program in the United States allowing federal authorities to provide for the investigation and cleanup of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened.

CERCLA defines “hazardous substances” broadly.

One of the primary ways that CERCLA addresses a release or threatened release of hazardous substances is by imposing strict, joint and several liability for clean up on its broad categories of responsible parties.

This means that responsible parties can bear liability without fault and that each responsible party potentially could bear liability for the entirety of clean-up costs, notwithstanding its individual contribution.

Generally, responsible parties are current owners and operators of the contaminated site;

This means that responsible parties can bear liability without fault and that each responsible party potentially could bear liability for the entirety of cleanup costs, notwithstanding its individual contribution.

Generally, responsible parties are current owners and/or operators of the contaminated site;

former owners and operators of the site at the time when the hazardous substances were disposed;

person who arranged for treatment or disposal of the hazardous substances;

any person who arranged for treatment or disposal of the hazardous substances;

and transporters who selected the disposal site.

2 unchanged sentences

CERCLA also imposes liability for the cost of evaluating and remedying damage to natural resources.

Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, clean-up and other damages associated with the release of hazardous or other regulated substances.

Various states have enacted laws analogous to and independent of CERCLA that also impose liability, which is typically strict and joint and several, for investigation, cleanup and other damages associated with the release of hazardous or other regulated substances.

We may handle hazardous substances within the meaning of CERCLA, or hazardous and other substances regulated under similar state statutes, in the course of our ordinary operations.

As a result, we may be jointly and severally liable under CERCLA or similar states statutes for all or part of the costs required to clean up sites if and where these hazardous substances have been released into the environment.

As a result, we may be jointly and severally liable under CERCLA or similar states statutes for all or part of the costs required to cleanup sites if and where these hazardous substances have been released into the environment.

CERCLA and these analogous state laws and regulations may also expose us to liability for acts or conditions that were in compliance with applicable laws at a prior time.

5 unchanged sentences

however, the key requirements under these regimes are similar across Canada.

For example, the Environmental Protection Act, or the EP Act, in Ontario and its underlying regulations regulate the generation, treatment, storage, handling, transportation and disposal of wastes in Ontario, among other things.

For example, the Environmental

Protection Act, or the EP Act, in Ontario and its underlying regulations regulate the generation, treatment, storage, handling, transportation and disposal of wastes in Ontario, among other things.

The EP Act requires an approval or, in some cases, a registration, for the establishment, operation or alteration of a waste management system (which includes all facilities or equipment used in connection with waste) or a waste disposal site.

13 unchanged sentences

Responsible parties can bear liability under an order without fault.

The costs to comply with an order can

be very substantial.

The costs to comply with an order can be very substantial.

Some provincial jurisdictions provide a statutory right to compensation from the owner or person in control of a substance that is discharged into the environment to any person who suffers loss as a result.

The federal government has also enacted laws that regulate the release of certain substances into the environment.

We handle many contaminants and pollutants in the course of our ordinary operations and, as a result, may be liable under provincial and federal statutes for all or part of required clean-up costs if substances have been released into the environment.

We handle many contaminants and pollutants in the course of our ordinary operations and, as a result, may be liable under provincial and federal statutes for all or part of required cleanup costs if substances have been released into the environment.

Under such laws, we could be required to remove previously disposed substances and wastes (including substances disposed of or released by prior owners or operators) or remediate contaminated property (including soil and groundwater contamination, whether from prior owners or operators or other historic activities or spills).

1 unchanged sentence

The Federal Water Pollution Control Act of 1972, or the Clean Water Act

The Clean Water Act regulates the discharge of pollutants from a variety of sources, including, without limitation, solid waste disposal sites, transfer stations and oilfield waste facilities into Waters of the United States, or WOTUS, including surface and potentially ground waters.

The Clean Water Act regulates the discharge of pollutants from a variety of sources, including, without limitation, solid waste disposal facilities, transfer stations and oilfield waste facilities into Waters of the United States, or WOTUS, including surface and potentially ground waters.

Under the Clean Water Act, sites or facilities that discharge pollutants to waters of the United States must have a permit authorizing that discharge.

If run-off or other contaminants from our owned or operated transfer stations or oilfield waste facilities, or run-off, collected leachate or other contaminants from our owned or operated landfills or other facilities is discharged into streams, rivers or other regulated waters, the Clean Water Act would require a discharge permit, typically containing requirements to conduct monitoring and, under certain circumstances, to treat and reduce the quantity of pollutants in such discharge.

These permits typically contain requirements to conduct monitoring and, under certain circumstances, to treat and reduce the quantity of pollutants in such discharge.

Further, if a landfill or other facility discharges wastewater through a treatment works, it may be required to comply with additional permitting and other specific requirements.

Also, virtually all landfills are required to comply with the EPA’s storm water regulations, which are designed to prevent the introduction of contaminated storm water run-off into United States’ waters.

At this time, the ultimate regulatory test for defining WOTUS is unclear, and the determination therefor will be based upon the outcome of regulatory promulgations and associated litigation which are currently pending.

The manner in which WOTUS is defined could affect our operations by potentially increasing or modifying regulatory requirements governing our discharges.

3 unchanged sentences

To that end, on December 11, 2018, the EPA and the Corps proposed a rule to redefine WOTUS.

Eventually, in October 2019, the 2015 Clean Water Rule was repealed and the pre-2015 regulatory text was re-codified, with changes effective December 23, 2019.

The newly finalized rule has already been challenged in court.

The scope of the WOTUS definition will likely remain fluid until a final regulatory determination is made and subsequent litigation, if any, is finalized.

To the extent a rule ultimately promulgated expands the scope of the jurisdiction under the Clean Water Act with respect to WOTUS, we could face increased costs and delays with respect to obtaining permits under the Clean Water Act.

Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release.

The Clean Water Act also contains provisions which can prohibit or require permitting before development or expansion of a landfill may occur in areas designated as wetlands.

Eventually, in October 2019, the 2015 Clean Water Rule was repealed, effectively reverting to the pre-2015 regulatory definition as of December 23, 2019.

The EPA published a new Navigable Waters Protection Rule on April 21, 2020, which went into effect on June 22, 2020.

This rule narrows the scope of wetlands and waterways under federal jurisdiction.

The new rule has already been challenged in court in eight states and the District of Columbia.

The Navigable Waters Protection Rule is currently in effect in every state and district except for Colorado, where a federal judge granted a stay.

The scope of the WOTUS definition will likely remain fluid until litigation is finalized.

To the extent that a regulation expands the scope of the jurisdiction under the Clean Water Act with respect to WOTUS, we could face increased costs and delays in obtaining permits under the Clean Water Act.

Further, regulatory uncertainty may increase costs to our customers.

Additionally, the Clean Water Act’s spill prevention, control and countermeasure requirements require development of site-specific plans, and appropriate containment berms and similar structures to help contain and prevent the contamination of regulated waters in the event of a hydrocarbon storage tank release.

The Clean Water Act also contains provisions that can prohibit development or require permitting before construction or expansion of a landfill may occur in areas designated as wetlands.

Various states in which we operate or may operate in the future have been delegated authority to implement the Clean Water Act and its permitting requirements, and some of these states have adopted regulations that are more stringent than federal Clean Water Act requirements.

1 unchanged sentence

Our United States E&P underground injection operations are subject to the SDWA, as well as analogous state laws and regulations.

well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water.

Under the SDWA, the EPA established the underground injection control, or UIC, program, which includes requirements for permitting, testing, monitoring, record keeping and reporting of injection well activities, as well as a prohibition against the migration of fluid containing any contaminant into underground sources of drinking water.

Certain state regulations require us to obtain permits from the applicable regulatory agencies to operate our underground injection wells.

2 unchanged sentences

Moreover, in May 2019, EPA issued its draft Study of Oil and Gas Extraction Wastewater Management Under the Clean Water Act regarding EPA’s examination of whether to alter its regulation of the treatment and discharge of E&P wastewater.

The final report was released in May 2020.

The EPA has yet to determine its next steps for managing E&P wastewater under the Clean Water Act.

If regulations requiring reuse or treatment are developed and implemented on a broad scale, it may increase our compliance costs or reduce the volume of E&P wastes that may be disposed of via underground injection.

5 unchanged sentences

For example, in Ontario, the Ontario Water Resources Act, or OWRA, prohibits the discharge of material of any kind into any water that may impair the quality of the water.

The OWRA requires that an approval be obtained for the use and operation of certain sewage and stormwater works.

The OWRA requires that an approval be obtained for the use

and operation of certain sewage and stormwater works.

Such approvals typically contain monitoring requirements and impose restrictions on effluent characteristics.

14 unchanged sentences

The EPA has also issued regulations imposing maximum achievable control technology, or MACT, on large MSW landfills.

The MACT standards impose limits on landfill emissions and often require installation of landfill gas collection system tanks.

The MACT standards impose limits on landfill emissions and often require installation of landfill gas collection systems.

The EPA published a final rule on March 26, 2020, which declined to amend the MACT at that time.

Additional or more stringent regulations of our facilities may occur in the future, which could increase operating costs or impose additional compliance burdens.

On August 29, 2016, the EPA issued “Subpart XXX” that applies to MSW landfills constructed, modified or reconstructed after July 17, 2014.

Subpart XXX reduces the non-methane organic compounds, or NMOC, emissions threshold at which MSW landfills must install emission controls, requires monitoring surface emissions of methane, monitoring of temperature and pressure at the well head of

landfill gas collection systems and imposes other requirements.

The Subpart XXX NSPS reduce the non-methane organic compounds, or NMOC, emissions threshold at which MSW landfills must install emission controls, requires monitoring surface emissions of methane, monitoring of temperature and pressure at the wellhead of landfill gas collection systems and imposes other requirements.

Further, the EPA promulgated “Guidelines” on August 29, 2016, known as Subpart Cf, which require states to implement similar requirements on existing landfills that are not subject to NSPS Subpart XXX.

1 unchanged sentence

The Subpart Cf Guidelines apply to landfills that accepted waste after November 8, 1987 and commenced construction or modification on or before July 17, 2014.

Subpart XXX and Subpart Cf are intended to result in the reduction of landfill gas emissions, including methane, by lowering the thresholds where an MSW landfill must install a gas collection and control system.

Subpart XXX and Subpart Cf are intended to result in the reduction of landfill gas emissions, including methane, by lowering the thresholds at which a MSW landfill must install a gas collection and control system.

Subpart Cf will ultimately affect existing sources that are not affected by Subpart XXX.

In October 2018, the EPA proposed a rule to delay implementation of the Guidelines, and indicated that it was reconsidering certain portions thereof.

EPA published its final rules on August 29, 2019, under which the deadline for states to submit their plans to effectuate the emission control requirements was extended from May 29, 2017 to August 29, 2019.

The rules also give EPA up to six months to review the completeness of such plans and an additional 12 months thereafter to approve or disapprove such plans.

The EPA is still in the process of reconsideration.

In March 2020, the EPA finalized amendments to the most recent MSW Landfill NSPS and emission guidelines that would allow regulated entities to demonstrate compliance with landfill gas control, operating, monitoring, recordkeeping, and reporting requirements by following the corresponding requirements in the MSW Landfills hazardous air pollutant regulations at Subpart AAAA.

These amendments were intended to improve compliance and implementation of the regulations.

EPA published its final rules on August 26, 2019, under which the deadline for states to submit their plans to implement the emission control requirements was extended from May 29, 2017 to August 30, 2021.

Various groups are litigating this deadline extension in the D.C.

The rules also give EPA up to six months to review the completeness of state plans and an additional 12 months thereafter to approve or disapprove such plans.

Regardless of the time extensions that the new rules allow, eventual compliance with these regulatory requirements could result in significant additional compliance costs, which we will incur in our ordinary course of business.

In addition, state air regulatory requirements may impose additional restrictions beyond federal requirements, which could also result in compliance costs.

In addition, state air regulatory requirements may impose additional restrictions beyond federal requirements, which could also result in

compliance costs.

For example, some state air programs uniquely regulate odor and the emission of certain specific toxic air pollutants.

The EPA recently modified, or is in the process of modifying, other standards promulgated under the CAA in a manner which could increase our compliance costs.

For example, the EPA has recently modified or discussed modifying national ambient air quality standards applicable to particulate matter, carbon monoxide and oxides of sulfur and nitrogen, ozone and other standards to make them more stringent.

The EPA recently modified, or is in the process of modifying, other standards promulgated under the CAA in a manner that could increase our compliance costs.

For example, the EPA has discussed modifying national ambient air quality standards (NAAQS) applicable to particulate matter, carbon monoxide and oxides of sulfur and nitrogen, ozone and other standards to make them more stringent.

Current rule proposals retain 2015 NAAQS levels;

a new administration, however, may propose more restrictive standards.

It is possible these additional regulations could result in additional capital or operating expenditures.

22 unchanged sentences

State, Provincial and Local Regulation

In addition to the federal statutes regulating our operations, each state where we operate or may operate in the future has laws and regulations governing the management, generation, storage, treatment, handling, transportation, and disposal of solid waste, E&P waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, corrective action, closure and post-closure maintenance of landfills and transfer stations.

In addition to the federal statutes regulating our operations, each state or province where we operate or may operate in the future has laws and regulations governing the management, generation, storage, treatment, handling, transportation, and disposal of solid waste, E&P waste, occupational safety and health, water and air pollution and, in most cases, the siting, design, operation, maintenance, corrective action, closure and post-closure maintenance of landfills and transfer stations.

Further, many municipalities have enacted or could enact ordinances, local laws and regulations affecting our operations, including zoning and health measures that limit solid waste management activities to specified sites or activities.

6 unchanged sentences

We do not conduct hydraulic fracturing operations, but we do provide treatment, recovery, and disposal services for the fluids used and wastes generated by our customers in such operations.

Recently, there has been increased public concern regarding the alleged potential for hydraulic fracturing to adversely affect drinking water supplies, and proposals have been made to enact separate federal, state or local legislation that would increase the regulatory burden imposed on hydraulic fracturing.

Recently, there has been increased public concern regarding the alleged potential for hydraulic fracturing to adversely affect the environment, including drinking water supplies.

Proposals have been made to enact separate federal, state or local legislation that would increase the regulatory burden imposed on hydraulic fracturing.

Laws and regulations have been proposed and/or adopted at the federal, state and local levels that would regulate, restrict or prohibit hydraulic fracturing operations or require the reporting and public disclosure of chemicals used in the hydraulic fracturing process.

3 unchanged sentences

OOOO and Reg.

OOOOa, which, among other things, require control of methane and VOC emissions related to certain well completions and certain tankage and equipment.

OOOOa, which, among other things, require control of methane and volatile organic compound, or VOC, emissions related to certain well completions and certain tankage and equipment.

Certain provisions of Reg.

1 unchanged sentence

In June 2017, the EPA proposed a two-year stay of portions of the rules and in October 2018, the EPA proposed revisions to Reg.

No long term stays have yet become effective.

The EPA finalized its reconsideration of the OOOOa regulations in two rules, referred to as the “Review Rule” on September 14, 2020 and the “Reconsideration Rule” on September 15, 2020.

These rules removed a segment of the E&P industry from OOOOa regulation and eliminated methane emission standards.

While these revisions may reduce some regulatory burdens to the E&P industry, the rules continue to require regulated sites to monitor VOC emissions and undertake timely repairs.

As such, the revisions may not materially reduce costs for our E&P customer base.

Both rules have been challenged in court, and the incoming change in administration may prompt revisitation of these rules.

Regardless of potential regulatory revisions, these rules can require oil and gas operators to expend material sums, which may reduce our customers’ E&P activities and could have an adverse impact on our business.

Additionally, several states

have adopted or proposed laws and regulations analogous to the federal rules that would remain in effect regardless of the outcome of any federal stay or litigation.

Additionally, several states have adopted or proposed laws and regulations analogous to or even more stringent than the federal rules that would remain in effect regardless of the outcome of any federal stay or litigation.

Further, several states in which we conduct business require oil and natural gas operators to disclose information concerning their operations, which could result in increased public scrutiny.

1 unchanged sentence

In May 2014, the EPA issued an Advanced Notice of Proposed Rulemaking, or ANPR, under the Toxic Substances Control Act, or TSCA, seeking comment on whether and how the EPA should regulate the reporting or disclosure of the use of hydraulic fracturing chemical substances and mixtures and their constituents.

Several states have already implemented such requirements.

Several states have implemented such requirements.

Additionally, in December 2016, the EPA released a study on the environmental impacts of hydraulic fracturing on drinking water.

In that study, the EPA found evidence that hydraulic fracturing activity can impact drinking water resources under some circumstances, but data gaps limited the EPA’s ability to fully assess the matter.

In that study, the EPA found evidence that hydraulic fracturing activity can impact drinking water resources under some circumstances, but data gaps limited the

EPA’s ability to fully assess the matter.

The EPA also published in May 2018 a detailed study of centralized waste treatment, or CWT, facilities accepting oil and gas extraction wastewater.

The study assessed the regulatory status of CWTs, characteristics of wastewaters discharged from them, available treatment technologies and associated costs.

EPA has yet to implement regulations or guidelines based on this study.

The impact of rules that the EPA is contemplating, has proposed or has recently promulgated will be uncertain until the rules are finalized and fully implemented.

If the EPA’s newly promulgated or proposed rules, or other new federal, state or local laws, regulations or policies restricting hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for our customers to perform hydraulic fracturing.

If new federal, state or local laws, regulations or policies restricting hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for our customers to perform hydraulic fracturing.

Any such regulations limiting, prohibiting or imposing operational requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business.

15 unchanged sentences

Often referred to as the federal backstop, the federal carbon-pricing regime consists of a carbon levy that is applied to fossil fuels and an output-based pricing system (“OBPS”) that is applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent (“CO2e”) or more per year.

The carbon levy applies to prescribed liquid, gaseous, and solid

fuels at a rate that is equivalent to $20 per tonne of CO2e in 2019, increasing annually, until it reaches $50 per tonne of CO2e by 2022.

The carbon levy applies to prescribed liquid, gaseous, and solid fuels at a rate that is equivalent to $30 per tonne of CO2e in 2020, increasing annually, until it reaches $50 per tonne of CO2e by 2022.

On November 19, 2020, the federal government introduced Bill C-12, the Canadian Net-Zero Emissions Accountability Act, which establishes the framework for national GHG emissions reduction targets to attain net-zero emissions by 2050.

Certain states and several Canadian provinces have promulgated legislation and regulations to limit GHG emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures.

2 unchanged sentences

The regulation of GHG emissions from oil and gas E&P operations may increase the costs to our customers of developing and producing hydrocarbons and, as a result, may have an indirect and adverse effect on the amount of E&P waste delivered to our facilities.

On June 3, 2016, the EPA promulgated NSPS Subpart OOOOa, which in conjunction with NSPS Subpart OOOO sets methane and VOC requirements for certain new and modified sources, including hydraulically fractured oil wells, certain tankage and equipment.

Although the EPA has proposed delaying implementation of, and is reconsidering portions of, these regulations, they will continue to require, in some instances, additional emissions controls and increased capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations.

As discussed above, certain states have enacted rules analogous to the federal rules.

On June 3, 2016, the EPA promulgated NSPS Subpart OOOOa, which in conjunction with NSPS Subpart OOOO

sets methane and VOC requirements for certain new and modified sources, including hydraulically fractured oil wells, certain tankage and equipment.

Although, as discussed above, the EPA revised these regulations in September 2020, they are currently being challenged in court and they will continue to require, in some instances, additional emissions controls and increased capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations.

As discussed above, certain states have enacted rules analogous to or even more stringent than the federal rules.

These statutes and regulations increase our costs and our customers’ costs, and future climate change statutes and regulations may have an impact as well.

9 unchanged sentences

Additionally, certain local jurisdictions have sought or may seek to impose extraterritorial obligations on our operations in an effort to affect flow control and may enforce tax and fee arrangements on behalf of such jurisdictions.

Potential Regulation of Per- and Polyfluoroalkyl Substances (PFAS) and Other Emerging Contaminants

At this time, several substances are being reviewed by governmental authorities for potential heightened regulation, including PFAS.

PFAS, a class of man-made chemicals, have been in use since the 1940s and are found in many consumer products including textiles, fire suppressants, cookware, packaging, and plastics.

These types of products and materials can be found in wastes that our facilities accept and have accepted for management and disposal.

PFAS are environmentally persistent and tend to bioaccumulate in exposed populations.

PFAS contamination has been found in the air, soil, and water, including drinking water.

This contamination has prompted action by Congress, the EPA, and several states.

The EPA has begun to examine the potential regulation of PFAS materials under the SWDA, CERCLA, and TSCA.

The EPA established lifetime health advisories for PFAS materials in May 2016.

The regulatory development process for listing two PFAS chemicals, perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS), as hazardous substances under CERCLA was initiated in 2019.

Listing PFAS as a CERCLA hazardous substance would potentially expand the universe of substances giving rise to cleanup liability.

EPA has published Action Plans to potentially address the risk of PFAS contamination.

The most recent Action Plan, which was published in February 2020, included preliminary determinations to regulate PFOA and PFOS, as well as an analysis of tools available to regulate PFAS.

The EPA also released a memorandum in November 2020 detailing an interim strategy for including PFAS in National Pollutant Discharge Elimination System (NPDES) waste water discharge permits under the CWA.

House of Representatives passed House Resolution 535 in January 2020.

The bill specifically calls for the EPA to add PFAS to the list of hazardous air pollutants under the CAA and initiate regulatory limits for major and area sources of air pollutants.

The bill, if it passes the Senate, will also establish PFAS effluent limitations and pretreatment standards for point sources under the CWA.

State governments are also beginning to regulate PFAS.

Certain states have taken action to limit exposure to PFAS and require remediation of PFAS-related environmental contamination.

Much of the state action has been directed at

drinking water limits, but in some instances, bills and policies have included PFAS prohibitions in food packaging, consumer products, and firefighting products.

The EPA is also considering regulation of other contaminants of concern, including bisphenol A (BPA) and phthalates, which are common in PVC products.

If the EPA moves forward with regulating these or other contaminants of concern, we may face higher compliance costs for, among other things, treatment of leachate and landfill gas.

PFAS chemicals have been the subject of environmental and health reviews by the federal government in Canada.

Two PFAS chemicals, perfluorooctane sulfonate (PFOS) and perfluorooctanoic acid (PFOA), are listed as toxic substances under the Canadian Environmental Protection Act, 1999.

PFOS and PFOA are subject to stringent restrictions on their use in Canada, with additional restrictions pending.

Environmental screening values and standards, and drinking water guidelines, exist in some jurisdictions in Canada in relation to some PFAS.

Given the increasing concern regarding PFAS in the environment, including PFAS in groundwater and in leachate at waste disposal sites, increased regulatory requirements may be imposed in Canada in the future.

Increased regulation of PFAS and other emerging contaminants could adversely affect our operations.

Our already-substantial financial obligations associated with post-closure maintenance at our existing landfills may increase and accruals for these obligations may also need to be increased.

Guidance calling for enhanced treatment of landfill leachate and landfill gas could potentially increase burdens for disposal of PFAS-containing materials generated by our facilities or accepted at our facilities, some of which may potentially need to be upgraded to accept PFAS-containing waste.

Finally, regulation of PFAS as an air contaminant and/or waste water effluent pollutant could increase the cost to conduct our business, including, without limitation, potentially requiring greater capital expenditures to meet control requirements as well as operation and maintenance costs.

Renewable and Low Carbon Fuel Standards

Pursuant to the Energy Independence and Security Act of 2007, the EPA promulgated the Renewable Fuel Standards, or RFS, which require refiners to either blend “renewable fuels,” such as ethanol and biodiesel, into their transportation fuels or to purchase renewable fuel credits, known as renewable identification numbers, or RINs, in lieu of blending.

In some cases, landfill gas generated at our landfills in the United States qualifies as a renewable fuel for which RINs are available.

In some cases, landfill gas generated at our landfills in the United States and Canada qualifies as a renewable fuel for which RINs are available.

Such RINs can be sold by the Company.

1 unchanged sentence

The EPA annually establishes the renewable fuel volumes required under the RFS for the following year.

The 2020 renewable fuel and 2021 biomass-based diesel volume requirements were published on February 6, 2020, increasing required volumes from 2019 requirements.

The regulation is being challenged judicially in the D.C.

Circuit, but the challenge remains unresolved.

Reductions or limitations on the requirement to blend renewable fuel would likely reduce the volume of RINs purchased to meet the RFS blending requirements.

Further, there have been proposals to revise, and in some instances limit, the RFS program in the United States.

As recently as October 2019, House Energy and Commerce Committee members, Representatives Shimkus and Flores, introduced the 21st Century Transportation Fuels Act which aims to eliminate volume-based renewable fuels mandates and instead rely upon the transition to a national octane standard and automobile manufacturing standards to govern fuel composition.

As recently as October 2019, House Energy and Commerce Committee members, Representatives Shimkus and Flores, introduced the 21st Century Transportation Fuels Act that aims to eliminate volume-based renewable fuels mandates and instead rely upon the transition to a national octane standard and automobile manufacturing standards to govern fuel composition.

This bill was referred to the Subcommittee on Environment and Climate Change in October 2019, but no further action has been taken.

Various parties have also sought for the executive branch to revise the RFS.

Limiting or eliminating the RFS could have the effect of reducing or eliminating the volume of RINs required to meet blending requirements, which could adversely affect the demand for RINS and accordingly the revenue stream we have historically derived from the sale of RINs.

In Canada, the Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999 require producers and importers of gasoline, diesel fuel and heating distillate to acquire a certain number of renewable fuel compliance units, or Compliance Units, in connection with the volumes of fuel they produce or import.

Compliance Units can be generated in a number of ways, including through the blending of renewable fuel into liquid petroleum fuels.

The Renewable Fuels Regulations under the Canadian Environmental Protection Act, 1999 impose obligations on producers and importers of certain liquid petroleum fuels to acquire renewable fuel compliance units in connection with the fuels they produce or import.

Compliance Units can be generated through the blending of renewable fuel into liquid petroleum fuels.

Certain provincial jurisdictions in Canada also impose obligations to incorporate renewable fuels into fuels that are distributed within the jurisdiction.

In some cases, landfill gas generated at our landfills in Canada is sold by our Company as a renewable fuel for which RINs are available under the United States RFS.

Our Company could also sell landfill gas generated in Canada in connection with renewable fuel obligations in Canada.

The price for our renewable fuel is dependent on a variety of factors, including demand.

The Canadian federal government announced in late 2016 that it was developing a new “Clean Fuel Standard” to reduce greenhouse gas emissions from fuel use.

Since that time, Environment and Climate Change Canada has engaged in consultations with respect to the new standard.

Details of the proposed new clean fuel regulatory framework were released at the end of 2017, and indicated, among other things, that the proposed framework would impose lifecycle carbon intensity requirements on certain liquid, gaseous and solid fuels that are used in transportation, industry and buildings, and establish rules relating to the trading of compliance credits.

The carbon intensity requirements would become more stringent over time.

Carbon intensity would be differentiated between different types of renewable fuels to reflect the associated emissions reduction potential.

Regulated parties, which may include fuel producers and importers, would have some flexibility with respect to how to achieve lower carbon fuels in Canada.

Environment and Climate Change Canada has since published a Regulatory Design Paper for the Clean Fuel Standard in December 2018 and a Proposed Regulatory Approach for the Clean Fuel Standard in June 2019.

These documents present additional details of the proposed regulatory design of the Clean Fuel Standard.

The Canadian Government is reporting that new regulations under the Clean Fuel Standard are targeted to come into force on January 1, 2022 (for liquid fuels) and January 1, 2023 (for gaseous and solid fuel regulations).

The Canadian federal government has indicated that over time, the new Clean Fuel Standard would replace the current Renewable Fuels Regulations.

At this time, we do not know how a new clean fuel regulatory framework in Canada could impact demand for our renewable fuel.

A significant reduction in the value of RINs in the United States or the price paid for our renewable fuel in Canada could adversely impact our reported results.

The Canadian federal government published the draft Clean Fuel Regulations under the Canadian Environmental Protection Act, 1999 on December 19, 2020.

The draft Clean Fuel Regulations would impose lifecycle carbon intensity requirements on producers and importers of certain liquid petroleum fuels, which could be satisfied, in part, through compliance credits generated through the supply of low carbon intensity

The draft Clean Fuel Regulations are expected to come into force in December 2022.

At this time, we do not know how the new Clean Fuel Regulations in Canada will impact demand for our renewable fuel in Canada.

Regulation of Naturally Occurring Radioactive Metals, or NORM

46 unchanged sentences

We source financial surety bonds from a variety of third-party insurance and surety companies, including a company in which we own a 9.9% interest that, among other activities, issues financial surety bonds to secure landfill final capping, closure and post-closure obligations for companies operating in the solid waste sector.

At December 31, 2019, we had 18,204 employees, of which 3,159, or approximately 17.4% of our workforce, were employed under collective bargaining agreements.

The majority of our collective bargaining agreements are with the Teamsters Union in both the U.S.

These collective bargaining agreements are renegotiated periodically.

We have 21 collective bargaining agreements covering 1,522 employees that have expired or are set to expire during 2020.

We do not expect any significant disruption in our overall business in 2020 as a result of labor negotiations, employee strikes or organizational efforts by labor unions or their representatives.

We expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters.

Based on historic trends, excluding any impact from the COVID-19 pandemic or an economic recession, we would expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters and lower in the fourth quarter than in the second and third quarters.

This seasonality reflects (a) the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during winter months in Canada and the U.S., and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%.

4 unchanged sentences

The following table sets forth certain information concerning our executive officers as of February 9, 2021:

Mittelstaedt (1)

Executive Chairman

4 unchanged sentences

Mary Anne Whitney

Senior Vice President and Chief Financial Officer

Executive Vice President and Chief Financial Officer

Senior Vice President and Chief Tax Officer

Senior Vice President – Operations

Senior Vice President and Chief Accounting Officer

7 unchanged sentences

Vice President – Equipment and Operations Support

Vice President – Engineering and Sustainability

Gregory Thibodeaux

2 unchanged sentences

Vice President – Business Development

Member of the Executive Committee of the Board of Directors.

Mittelstaedt has been Executive Chairman of the Company since July 2019.

1 unchanged sentence

Mittelstaedt served as Chief Executive Officer of the Company.

Mittelstaedt has served as a director of the Company since its formation, and was elected Chairman in January 1998.

Mittelstaedt has served as a director of the Company since its formation, was elected Chairman in January 1998 and serves on the Executive Committee.

He also served as President of the Company from its formation through August 2004.

4 unchanged sentences

Jackman has been President and Chief Executive Officer of the Company since July 2019.

From July 2018 to that date, Mr.

He has also served as a director of the Company since that date.

From July 2018 to July 2019, Mr.

Jackman served as President of the Company.

20 unchanged sentences

Little served as Vice President – Engineering of the Company.

Little held various management positions with Waste Management, Inc.

various management positions with Waste Management, Inc.

(formerly USA Waste Services, Inc., which acquired Waste Management, Inc.

and Chambers Development Co.

Inc.) from April 1990 to September 1999, including

Regional Environmental Manager and Regional Landfill Manager, and most recently Division Manager in Ohio, where he was responsible for the operations of ten operating companies in the Northern Ohio area.

Inc.) from April 1990 to September 1999, including Regional Environmental Manager and Regional Landfill Manager, and most recently Division Manager in Ohio, where he was responsible for the operations of ten operating companies in the Northern Ohio area.

Little is a certified professional geologist and holds a B.S.

10 unchanged sentences

degree from Cornell University.

Mary Anne Whitney has been Senior Vice President and Chief Financial Officer of the Company since July 2018.

From February 2018 to that date, Ms.

Mary Anne Whitney has been Executive Vice President and Chief Financial Officer of the Company since February 2021.

From July 2018 to that date, Ms.

Whitney served as Senior Vice President and Chief Financial Officer of the Company.

From February 2018 to July 2018, Ms.

Whitney served as Senior Vice President - Finance of the Company.

17 unchanged sentences

degree in Accounting and Master’s degree in Taxation from California State University, Sacramento.

Craft has been Senior Vice President – Operations of the Company since July 2020.

From December 2014 to that date, Mr.

Craft served as a Regional Vice President of the Company.

From February 2010 to December 2014, Mr.

Craft served as a Divisional Vice President of the Company.

From July 2006 to February 2010, Mr.

Craft served as a District Manager of the Company, and from November 2003 to July 2006 he served as a member of the Company’s Operations Analysis and Integrations department.

From April 2003 until November 2003, Mr.

Craft served as a member of the Company’s Internal Audit department.

Craft held various accounting positions with The Newark Group Inc.

from June 2000 to April 2003.

Craft spent seven years in the military, both in the U.S.

Navy and the Army National Guard.

Craft holds a B.S.

degree in Accounting from Montana State University.

Eddie has been Senior Vice President and Chief Accounting Officer of the Company since January 2011.

34 unchanged sentences

He served as Corporate Counsel of the Company from February 2008 to February 2013.

Cloninger practiced corporate, securities and mergers and acquisitions law with Schiff Hardin LLP in Chicago from 1999 to 2004 and

Downey Brand LLP in Sacramento from 2004 to 2008.

Cloninger practiced corporate, securities and mergers and acquisitions law with Schiff Hardin LLP in Chicago from 1999 to 2004 and Downey Brand LLP in Sacramento from 2004 to 2008.

Cloninger holds a B.A.

51 unchanged sentences

degree in Chemistry from the University of Wisconsin at Parkside.

Shaner has been Vice President – Engineering and Sustainability of the Company since November 2020.

From April 2002 to that date, Mr.

Shaner served as the Eastern Region Engineering Manager of the Company.

Shaner held various positions at Waste Management, Inc.

and its predecessor companies from June 1990 through March 2002.

From February 1988 through June 1990, Mr.

Shaner worked as a consulting engineer focused on landfill design and permitting.

Shaner is a professional engineer and received a B.S.

degree in Civil Engineering from the University of Miami.

Gregory Thibodeaux has been Vice President – Maintenance and Fleet Management of the Company since January 2011.

20 unchanged sentences

AVAILABLE INFORMATION

Our corporate website address is http://www.wasteconnections.com.

Our corporate website address is www.wasteconnections.com.

We make our reports on Forms 10-K, 10-Q and 8-K and any amendments to such reports available on our website free of charge as soon as reasonably practicable after we file them with or furnish them to the Securities and Exchange Commission, or SEC, and with the securities commissions or similar regulatory authorities in Canada.

The SEC maintains an internet website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The references to our website address, the SEC’s website address and the website maintained by the securities commissions or similar regulatory authorities in Canada do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document.

The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

The references in this Annual Report on Form 10-K to our website address or any third party’s website address, including but not limited to the SEC’s website and any websites maintained by the securities commissions or similar regulatory authorities in Canada, do not constitute incorporation by reference of the information contained in those websites and should not be considered part of this document unless otherwise expressly stated.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business