What changed in this filing

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Item 1. Business

2022-02-17 compared with 2021-02-18 · 255 added, 195 removed, 732 unchanged (38% 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.

This Annual Report on Form 10-K contains 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.

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Waste Connections, Inc.

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.

is the third largest solid waste services company in North America, providing non-hazardous waste collection, transfer and disposal services, along with resource recovery primarily through recycling and renewable fuels generation, in 43 states in the U.S.

and six provinces in Canada.

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.

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Manage on a Decentralized Basis .

We manage our operations on a decentralized basis.

This places decision-making authority closer to the customer, enabling us to identify and address customers’ needs quickly in a cost-effective manner.

We manage our operations on a decentralized basis through five geographic operating segments.

This places decision-making authority closer to the customer, enabling us to identify and address

customers’ needs quickly in a cost-effective manner.

We believe that decentralization provides a low-overhead, highly efficient operational structure that allows us to expand into geographically contiguous markets and operate in relatively small communities that larger competitors may not find attractive.

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 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;

our Central segment services customers located in Arizona, Colorado, southern Illinois, Iowa, Kansas, Minnesota, Missouri, Nebraska, New Mexico, Oklahoma, South Dakota, western Texas, Utah and eastern Wyoming;

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.

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.

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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.

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

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.

In some markets in both municipal solid waste, or 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.

In addition, many of the remaining independent operators may wish to sell their businesses to achieve liquidity in their personal finances or as part of their estate planning.

During the year ended December 31, 2021, we completed 30 acquisitions for consideration having a net fair value of $1.069 billion.

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, 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.

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, being a great place to work and the premier solid waste services company in the U.S.

Our goal is to create an environment where self-directed, empowered employees strive to consistently fulfill our constituent commitments and seek to create positive impacts through interactions with customers, communities and fellow employees, always relying on our Operating Values as the foundation for our existence.

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.

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.

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There were 17,146 employees located in the United States and 2,852 employees located in Canada.

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

38.6% of those employees are ethnic minorities, 16.4% are women, and 8% are from the armed services.

As of December 31, 2021, 2,934 employees, or approximately 15% of our workforce, were employed under collective bargaining agreements.

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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.

Since the onset of the pandemic of coronavirus disease 2019, or COVID-19, 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.

To that end, since the onset of the pandemic and through the end of 2021, we have incurred over $40 million in incremental COVID-19-related costs, primarily supplemental pay for frontline employees.

This included bonus payments as well as supplemental wages, which were provided to all frontline 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.

In addition to our COVID-19-related financial commitments, in 2020 we proactively raised our minimum hourly wage target to $15 per hour (CAD $16 per hour in Canada), exceeding 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.

In 2021, we maintained the higher levels of community support as we continued to focus on the well-being of our employees and the communities we serve, encouraging vaccinations, providing test kits, and complying with federal, state, provincial and local laws that required vaccination tracking, case reporting and testing for all unvaccinated employees.

Safety is our first operating value at Waste Connections.

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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.

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

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 2021, this behavior-based approach to safety resulted in over 56% of our operating locations posting zero safety-related incidents or reduced incident frequency over the prior year.

We maintained the 12% reduction in our incident rate that we achieved in 2020, in spite of factors including:

the reopening of the economy, driving greater mobility and heavier traffic;

increased employee turnover;

and an outsized year of acquisitions, which have typically operated with higher incident rates than our corporate average.

After adjusting for acquisitions completed during the year, we experienced continued improvement in our incident rate in 2021.

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

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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 2021 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.

To that end, in 2021, we continued implementation of a $10 million fleet-wide upgrade of our on-board event recording technology initiated in 2020, adding Machine Vision and Artificial Intelligence to identify at-risk behaviors, with completion of the rollout anticipated in 2022.

We also deployed additional Freightliner EconicSD trucks with an overhauled cab design that incorporates many of the safety features already standard 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.

At Waste Connections, we maintain that our purposeful culture drives differentiated results;

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.

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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.

In 2021, we added a retention-focused program called “Rethinking Retention” to our leadership training and development efforts with a focus on skills in key areas that influence employee tenure.

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

We continued to expand training opportunities available to our employees and increased the number of sessions offered by over 18% in 2021 from the prior year, with approximately 63% of all employees participating in either a virtual or in-person training.

Employee Pay and Benefits

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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 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 (CAD $16 per hour in Canada) 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 frontline 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 also 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.

In response, we launched Workplace , our internal, mobile-friendly collaborative software platform that allows all employees, employee resource groups and leaders to share a steady stream of news and stories to connect, inform and further increase employee engagement.

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 2021 Sustainability Report.

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

In 2021, we experienced continued improvement in our managers’ Servant Leadership scores, with an employee response rate of over 85%.

Diversity and Inclusion

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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.

Since that time, we’ve incorporated diversity and inclusion into Servant Leadership training, expanded our annual Servant Leadership assessments of our managers by employees to incorporate a diversity and inclusion score, and introduced a monthly educational program focused on diversity and inclusion that is available to all employees through our LMS with additional discussion tools provided to our leadership team.

We’ve also 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 2021, we hired 5,806 employees through our network of internal recruiters operating on a divisional and regional basis.

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

SUSTAINABILITY/ENVIRONMENTAL SOCIAL AND GOVERNANCE, OR 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.

We continuously monitor and evaluate new technologies and investments that can enhance our commitment to the environment, to our employees and to the communities we serve.

These investments align with our focus on value creation for all stakeholders and we remain committed to expanding these efforts as our industry and technology continue to evolve.

To that end, in 2020 we made a $500 million commitment to the advancement of the long-term aspirational targets outlined in our 2021 Sustainability Report.

These targets include reducing environmental impact through expanded resource recovery capacity, increased landfill gas recovery and development of new renewable natural gas facilities, 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.

Moreover, in 2021, we incorporated these ESG targets into executive compensation metrics.

We recognize the importance of disclosure surrounding these initiatives and strive to become increasingly transparent through the continued use and adoption of new ESG frameworks, expansion of ESG-related data points, as well as participation at ESG-related industry events and other investor engagements.

WASTE SERVICES

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Landfill Disposal Services

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.

As of December 31, 2021, we owned or operated 71 MSW landfills, 12 E&P waste landfills, which only accept E&P waste and 14 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste.

Eight of our MSW landfills also received E&P waste during 2021.

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

ownership attractive.

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.

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.

In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.

For landfills we operate but do not own, the owner of the property, generally a municipality, usually holds the permit and we operate the landfill pursuant to a landfill operating agreement for a contracted term, which may be the life of the landfill.

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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 ten of our landfills, for which we consider expansions to be probable.

We are currently seeking to expand permitted capacity at 13 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 33 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.

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Operated landfills

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.

The expiration dates for the five operated landfills range from 2022 to 2042.

We are seeking or intend to seek renewal of all five contracts prior to, or upon, their expiration.

Transfer Station Services

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

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

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.

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In some instances, we will look to pass the risk associated with the volatility of recycled commodity prices onto our customers.

Beneficial Reuse of Landfill Gas

We develop, own and operate projects for the beneficial reuse of landfill gas through our landfill network.

Over time, landfill gas is produced as waste decomposes at landfills, and the methane component is a readily available renewable energy source that can be gathered and converted into a valuable source of clean energy as recognized by the United States Environmental Protection Agency, or the EPA, in the same category as wind, solar, and geothermal resources.

As of December 31, 2021 we have gas recovery systems at 53 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.

For 18 of these beneficial reuse projects, the processed gas is used to fuel electricity generators.

The electricity is then sold to public utilities.

For 9 of these projects, the landfill gas is processed to pipeline quality natural gas and sold to natural gas companies.

In some cases, landfill gas generated at our landfills qualifies as a renewable fuel for which renewable fuel credits may be available.

E&P Waste Treatment, Recovery and Disposal Services

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and substances that require clean-up after a spill, reserve pit clean-up or pipeline rupture.

E&P customers are oil and natural gas exploration and production companies operating in the areas that we serve.

E&P revenue is therefore driven by vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity;

E&P waste customers are oil and natural gas exploration and production companies operating in the areas that we serve.

E&P waste revenue is therefore driven by vertical and horizontal drilling, hydraulic fracturing, production and clean-up activity;

it is complemented by other services including closed loop collection systems and the sale of recovered products.

E&P activity varies across market areas which are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market.

E&P waste activity varies across market areas which are tied to the natural resource basins in which the drilling activity occurs and reflects the regulatory environment, pricing and disposal alternatives available in any given market.

We provide E&P waste treatment, recovery and/or disposal services from a network of E&P waste landfills, MSW landfills that also receive E&P waste, E&P liquid waste injection wells and E&P waste treatment and oil recovery facilities.

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

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

Our competition includes:

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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.

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These laws and regulations may, among other things, require securing permits or other authorizations (collectively, “permits”) for regulated activities;

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

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

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

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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 ownership or operations;

and impose specific standards addressing worker protection and health.

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, 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.

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

The relevant Canadian federal environmental legislation that affects our operations is administered by federal departments such as Environment and Climate Change Canada.

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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.

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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, cleanup and other damages associated with the release of hazardous or other regulated substances.

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.

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Under certain circumstances, our sales of residual crude oil collected as part of the saltwater injection process could result in liability to us if the residual crude contains hazardous substances or is covered by one of the state statutes and the entity to which the oil was transferred fails to manage and, as necessary, dispose of it or components thereof in accordance with applicable laws.

Additionally, the EPA is considering the possible inclusion of certain additional contaminants to CERCLA’s list of hazardous substances.

Among these substances are per- and polyfluoroalkyl substances, PFAS, and bisphenol A, or BPA.

The inclusion of these substances in CERCLA’s definition of hazardous substances may alter or increase cleanup liabilities associated with ongoing cleanup activities, or potentially give rise to additional liability, including for acts or conditions that were in compliance with applicable laws when they occurred.

Canadian Waste Legislation

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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.

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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.

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 cleanup costs if substances have been released into the environment.

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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.

If certain materials such as run-off, collected leachate, or other contaminants from our owned or operated facilities, including landfills, transfer stations, or other facilities, are discharged into streams, rivers or other regulated waters, the Clean Water Act requires a discharge permit.

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.

Further, if a landfill or other facility discharges wastewater through a treatment works, it may be required to comply with additional permitting or treatment, 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, that are currently pending.

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

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

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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.

On April 21, 2020, the EPA published a new Navigable Waters Protection Rule, or NWPR, narrowing the scope of federal jurisdiction over waterways and wetlands.

This rule went into effect on June 22, 2020.

In 2021, the NWPR was vacated and remanded by two separate federal district courts.

In response to these decisions, the EPA halted implementation of the NWPR, stating that it would now be “interpreting [WOTUS] consistent with the pre-2015 regulatory regime until further notice.” On December 7, 2021, the EPA and the Corps published a proposed rule restoring definitions used before the 2015 Rule, relying on case-by-case wetland and waterway determinations.

As of the time of the proposed rule’s publication, there were approximately 14 pending cases challenging the 2015 Clean Water Rule, the 2019 rule repealing the Clean Water Rule, and the 2020 NWPR.

If the December 2021 proposed rule is finalized, further litigation may be brought.

As a result, the scope of the WOTUS definition will likely remain fluid until both rulemaking and pending litigation is finalized.

If the proposed rule is finalized as published, and the EPA and Corps expand 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, this regulatory uncertainty may increase costs to our customers.

As a result, an expansion of the scope of the WOTUS definition could adversely affect our business.

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.

are more stringent than federal Clean Water Act requirements, including regulating discharges to state waters in addition to WOTUS.

Safe Drinking Water Act, or SDWA

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

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

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.

Leakage from the subsurface portions of the injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our UIC permit, fines and penalties, the incurrence of expenditures for remediation of the affected resource and potential liability to third parties for property damages.

Leakage from the subsurface portions of injection wells could cause degradation of fresh groundwater resources, potentially resulting in suspension of our UIC permit, fines and penalties, the incurrence of expenditures for remediation of the affected resource and potential liability to third parties for property damages.

The EPA has been reviewing whether management and disposal of E&P wastes should be subject to additional regulation.

In July 2018, the EPA partnered with New Mexico to assess alternatives to immediate disposal of E&P wastewater by reusing it and/or treating it for reintroduction into the hydrologic cycle, as well as potential regulations related thereto.

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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.

If regulations requiring reuse or treatment are developed and implemented on a broad scale, it may increase our (or our customers’) compliance costs or reduce the volume of E&P wastes that may be disposed of via underground injection, which could have an adverse effect on our business.

Canadian Water Protection Legislation

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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.

Other provinces in Canada have similar regimes for the protection of water.

If run-off or other contaminants from our landfills, transfer stations or other waste facilities is discharged or migrates into waters and causes impairment, we could face significant liability under provincial and federal laws.

If run-off or other contaminants from our landfills, transfer stations or other waste facilities are discharged or migrate into waters and cause impairment, we could face significant liability under provincial and federal laws.

Air Emissions

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The CAA and analogous state laws require permits for and impose other restrictions on facilities and equipment that have the potential to emit pollutants into the atmosphere.

Under the CAA, a source deemed to be a major source generally must be authorized by a permit.

Under the CAA, generally a facility deemed to be a major source must be authorized by a permit, known as a federal operating permit.

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

In those situations where major source permitting is not required, typically state laws and rules will require permitting as a type of minor source.

Larger landfills and landfills located in areas where the ambient air does not meet certain air quality standards called for by the CAA may be subject to even more extensive air pollution controls and emissions limitations.

In addition to the potential CAA permitting of landfill facilities, CAA permitting may be required for the construction of gas collection and flaring systems, composting and other operations.

In some instances, federal operating permits may be required depending on the nature and volume of air emissions.

In addition to the potential air emissions permitting of landfill facilities, such permitting may be required for the construction of gas collection and flaring systems, composting and other operations giving rise to emissions.

In some instances, major source federal operating permits, may be required depending on the nature and volume of air emissions.

In addition to permitting, the CAA imposes other regulatory obligations, including, in some instances, performance standards on operations and equipment.

The EPA has issued what are known as new source performance standards, or NSPS, and emissions guidelines, which impose requirements regarding control of landfill gases from new and existing large landfills.

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 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.

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.

Subpart Cf updates existing Emission Guidelines and Compliance Times for existing MSW landfills.

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 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.

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.

For example, in certain instances, major sources are subject to emissions limitations known as maximum achievable control technology, or MACT.

The EPA has promulgated regulations requiring MACT on large MSW landfills.

The MACT standards imposed on landfill emissions often require installation of landfill gas collection systems.

The EPA has also issued what are known as new source performance standards, or NSPS, which detail requirements regarding control of landfill gases from new, modified, or reconstructed, among other things, MSW landfills.

Regarding facilities that are not subject to the NSPS, the EPA has promulgated emissions guidelines, specifying standards of performance for existing MSW landfills.

The emissions guidelines are implemented and enforced by states through State Implementation Plans, or SIPs, which contain the state-specific regulations and guidance directly applying the emissions guidelines to affected sources in the state through permitting, monitoring, and other means.

If one or more states do not submit approvable SIPs by the emissions guideline’s prescribed deadline, the EPA is required to promulgate what is known as a Federal Implementation Plan, or FIP, for the emissions guideline, which then governs the operation of covered sources in states and territories without SIPs in place.

Applicability of NSPS, emissions guidelines, and implementation plans generally depends on whether the MSW landfill facility is a “new source” or an “existing source.” New sources, which are subject to NSPS requirements, generally are those MSW landfill facilities that were constructed, modified, or reconstructed after July 17, 2014.

Existing sources, which are subject to the emissions guidelines and their associated state and federal implementation plans, are generally those landfills that commenced construction, modification, or reconstruction on or before July 17, 2014.

New sources are subject to NSPS under Title 40, Part 60, Subpart XXX of the Code of Federal Regulations (Subpart XXX), which were issued on August 29, 2016.

Subpart XXX specifies standards for landfill gas control.

The Subpart XXX NSPS reduces the threshold for non-methane organic compounds at which new, reconstructed, or modified MSW landfills must install emission controls.

Subpart XXX also requires monitoring surface emissions of methane, monitoring of temperature and pressure at the wellhead of landfill gas collection systems and imposes other requirements.

Existing landfills, which are not subject to NSPS Subpart XXX, are indirectly governed by the emissions guidelines and the SIPs or FIPs implementing these requirements.

The EPA promulgated what are known as the Subpart Cf emissions guidelines on August 29, 2016.

These emissions guidelines triggered a requirement for states to submit SIPs implementing the emissions guidelines limits.

In February 2020, the EPA found that 42 states and territories had failed to submit approvable SIPs by the deadline, which had been extended to 2019.

The EPA published its proposed FIP in August 2019, and finalized it in May 2021 with an effective date of June 21, 2021.

The FIP imposed compliance requirements consistent with Subpart Cf for existing sources in those states without an EPA-approved SIP.

The FIP also replaced compliance obligations under certain legacy regulations.

Together, the Subpart XXX and Subpart Cf regulations lower the non-methane organic compounds applicability threshold at which both new and existing MSW landfills must install a gas collection and control system, and impose other regulatory requirements.

As a result of this and other regulatory actions affecting air emissions from our facilities, it is possible that we could face greater operational burdens and costs, as well as other requirements could have a material effect on landfill operations, and adversely affect our business.

Additionally, 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 National Emissions Standards for Hazardous Air Pollutant, or NESHAP, 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.

Compliance with these regulatory requirements could result in significant additional costs, which we will incur in our ordinary course of business.

In addition, state air regulatory agencies may request delegation of authority to implement the FIP and state law 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 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.

We do not believe, however, they will have a material adverse effect on our business as a whole.

Further, our customers’ operations may be subject to existing and future CAA permitting and regulatory requirements that could have a material effect on their operations, which could have an adverse effect on our business.

For example, the EPA has discussed modifying national ambient air quality standards, or NAAQS, applicable to carbon monoxide and oxides of sulfur and nitrogen, as well as other standards, to make them more stringent.

The NAAQS standards for particulate matter, published December 18, 2020, retained the NAAQS levels from 2012, and the ozone NAAQS, published December 31, 2020, retained 2015 NAAQS levels.

These standards must be reviewed every five years, and the current administration may propose more restrictive standards in the future.

It is possible these additional regulations could result in, among other things, additional capital or operating expenditures.

Further, the EPA published a proposed rule in November 2021 aimed at reducing GHG emissions from the oil and natural gas sector by limiting methane and VOC emissions from new sources constructed or modified after November 2021, proposing an Emission Guideline for certain existing sources, and amending NSPS OOOOa to rescind changes made during the prior administration.

While these changes should not directly affect our waste disposal operations, their applicability to our customers in the E&P industry may result in decreased development and, therefore, decreased waste production.

If these rules are enacted as written, we may experience a decreased demand for E&P waste disposal services.

Canadian Air Quality Legislation

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Hydraulic Fracturing Regulation

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 the environment, including drinking water supplies.

We do not conduct hydraulic fracturing operations, but we do provide treatment, recovery, and disposal services in the United States 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 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.

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In June 2016, the EPA promulgated a rule prohibiting discharges of wastewater pollutants from onshore unconventional oil and gas extraction facilities to publicly-owned treatment works, or POTWs.

Further, the EPA promulgated regulations known as Reg.

OOOO and Reg.

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.

OOOOa are currently the subject of litigation.

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.

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.

Further, the EPA’s promulgation and subsequent revision of methane and VOC rules between 2016 and 2020 caused regulatory uncertainty for oil and gas exploration and production facilities, including hydraulic fracturing operations.

In December 2021, the EPA again proposed rules to regulate methane and VOCs from the oil and gas industry sources.

The proposed rule would enact a new NSPS, under Subpart OOOOb, which would include standards for emission sources not regulated previously under the 2016 NSPS OOOOa.

Additionally, the proposed rules include the first oil and gas emissions guidelines for existing sources, known as Subpart OOOOc.

If finalized, the emissions guidelines will require states to submit and implement SIPs to enforce the guidelines on existing oil and gas emissions sources.

These emissions guidelines will include fugitive leak detection surveys for smaller well site sources and regular leak detection surveys using optical gas imaging for larger sources well site sources, compressor stations, and pneumatic controllers.

If leaks are detected at covered sources, equipment repair or replacement would be required within a certain time period.

If these rules are enacted as proposed, these rules may require oil and gas operators to expend material sums on compliance, including on equipment repair or replacement.

The costs associated with OOOOc compliance 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 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.

The EPA has contemplated additional rule making.

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.

The EPA has contemplated additional rule making that could affect the exploration and production industry sector.

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.

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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.

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Disposal of Drilling Fluids

Certain of our facilities accept drilling fluids and other E&P wastes for disposal via underground injection.

Certain of our facilities in the United States accept drilling fluids and other E&P wastes for disposal via underground injection.

The disposal of drilling fluids is generally regulated at the state level, and claims, including some regulatory actions, have been brought against some owners or operators of these types of facilities for nuisance, seismic disturbances and other claims in relation to the operation of underground injection facilities.

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Climate Change Laws and Regulations

Generally, the promulgation of climate change laws or regulations restricting or regulating greenhouse gas, or GHG, emissions could increase our costs to operate.

The EPA’s current and proposed regulation of GHG emissions may adversely impact our operations.

In 2009, the EPA made an endangerment finding allowing GHGs to be regulated under the CAA.

The CAA requires stationary sources of air pollution to obtain New Source Review, or NSR, permits prior to construction and, in some cases, Title V operating permits.

Pursuant to the EPA’s rulemakings and interpretations, certain Title V and NSR Prevention of Significant Deterioration, or PSD, permits issued on or after January 2, 2011, must address GHG emissions.

As a result, new or modified emissions sources may be required to install Best Available Control Technology to limit GHG emissions.

The EPA’s recently adopted Subpart XXX also requires the reduction of GHG emissions from new or modified landfills, and the Guidelines, known as Subpart Cf, published by the EPA in August 2016, will require the reduction of GHG emissions from existing landfills, although the EPA has delayed implementation of, and is reconsidering portions of, these regulations, as detailed above.

Generally, the promulgation of climate change laws or regulations restricting or regulating greenhouse gas, or GHG, emissions from our operations could increase our costs to operate by increasing control technology requirements or changing regulatory obligations.

In the United States, the EPA’s current and proposed regulation of GHG emissions may adversely impact our operations.

Pursuant to the EPA’s rulemakings and interpretations, certain air permits issued on or after January 2, 2011 must address GHG emissions.

As a result, new or modified emissions sources may be required to install Best Available Control Technology to limit GHG emissions, but future regulations may revise these requirements.

Additionally, regulations in the Subpart OOO Federal Implementation Plan, the NSPS in Subpart ‎XXX require the reduction of GHG emissions from new ‎or modified landfills‎, as detailed above.

In addition, the EPA’s Mandatory Greenhouse Gas Reporting Rule sets monitoring, recordkeeping and reporting requirements applicable to certain landfills and other entities.

In June 2018, the Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, which established a national carbon-pricing regime starting in 2019 for provinces and territories in Canada where there is no provincial regime in place or where the provincial regime does not meet the federal benchmark.

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 $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.

In June 2018, the Canadian federal government enacted the Greenhouse Gas Pollution Pricing Act, or GGPPA, which established a national carbon-pricing regime starting in 2019 for provinces and territories in Canada where there is no provincial regime in place or where the provincial regime does not meet the federal benchmark.

Often referred to as the federal backstop, the federal carbon-pricing regime consists of a carbon levy that is applied to certain fossil fuels and an output-based pricing system, or OBPS, that is applied to certain industrial facilities with reported emissions of 50,000 tonnes of carbon dioxide equivalent, or CO 2 e, or more per year.

The minimum national price on carbon established by the GGPPA is equivalent to CAD $40 per tonne of CO 2 e in 2021, increasing to CAD $50 per tonne of CO 2 e in 2022.

In December 2020, the federal government released its plan to accelerate climate action in Canada, entitled "A Healthy Environment and a Healthy Economy".

This plan proposes an annual increase to the carbon price of CAD $15 per year starting in 2023, reaching CAD $170 per tonne of CO 2 e by 2030.

The Canadian Net-Zero Emissions Accountability Act, which received royal assent on June 29, 2021, establishes Canada's federal framework for national GHG emissions

reduction targets to attain net-zero emissions by 2050.

While this new Act does not impose direct emission reduction obligations on our operations in Canada, it signifies the Canadian federal government's commitment to achieve GHG emissions reductions.

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.

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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, 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, recently proposed EPA air emission rules applicable to oil and gas production sources in the United States may require 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.

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The impact of any potential rules affecting existing sources is uncertain.

Flow Control/Interstate Waste Restrictions

Flow Control, Interstate, and International Waste Restrictions

Certain permits and state and local regulations, known as flow control restrictions, may limit a landfill’s or transfer station’s ability to accept waste that originates from specified geographic areas, to import out-of-state waste or wastes originating outside the local jurisdictions or to otherwise accept non-local waste.

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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

Changes to international waste importation and exportation laws may affect the price of recyclable scrap commodities.

Price fluctuations, in turn, may adversely affect our business.

For example, the Chinese government banned the importation of all materials classified by China as solid waste and virtually all recyclables (except for certain metallic recyclables) as of January 1, 2021.

Other international restrictions also limit the transportation of waste and recyclable scrap.

The Basel Convention on the Control of Transboundary Movements of Hazardous ‎Wastes and their Disposal, or the Convention, is an international multilateral agreement ‎regulating the export and import of waste, including hazardous waste, for recovery and ‎disposal.‎ The Convention also prohibits the movement of waste between parties to the Convention ‎and non-parties‎ unless the waste is moved pursuant to a separate agreement.

The Convention was amended, effective January 1, 2021, to restrict the movement of non-hazardous plastic scrap in certain circumstances.

Canada is a party to the Convention and has implemented domestic legislation to implement Canada's commitment to the Convention and other similar international commitments.

Federal waste regulations in Canada impose restrictions and permitting requirements with respect to transboundary movements of certain hazardous wastes and recyclable materials.

The United States is not a party to the Convention;

however, Canada and the United States have a separate agreement with respect to the transboundary movements of hazardous wastes.

Increased restriction of transboundary waste shipment could create additional burdens associated with recyclable commodity fluctuation.

These restrictions, in addition to circumstances caused by the COVID-19 pandemic, have caused and may continue to cause supply chain disruptions in the recycling industry.

Further legal restrictions to recyclable scrap shipments may increase the cost of doing business and/or cause disruptions in our operations.

Regulation of Per- and Polyfluoroalkyl Substances, or PFAS, and Other Emerging Contaminants

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

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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 has begun to examine the potential regulation of PFAS materials under the SWDA, ‎RCRA, 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.

Further, in an October 26, 2021 letter to the Governor of New Mexico, the ‎Administrator of the EPA announced that the EPA would initiate a proposed rulemaking to list ‎four PFAS chemicals as “hazardous constituents” under RCRA.

The Administrator also stated ‎that EPA would amend its regulations to clarify that “emerging contaminants such as PFAS” can ‎be addressed through the RCRA Corrective Action Program, which gives the EPA authority to ‎require investigation and cleanup for hazardous wastes.

The regulatory development process for listing two PFAS chemicals, perfluorooctanoic acid, or PFOA, and perfluorooctanesulfonic acid, or 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.

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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.

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

The PFAS Act of 2019, as part of the National Defense Authorization Act for Fiscal Year 2020, ‎directed the EPA Administrator to take certain actions with regard to PFAS.

Under the 2019 PFAS ‎Act, the EPA was directed to include PFAS substances in the SDWA monitoring program for ‎unregulated contaminants, to add PFAS to the Toxic Release Inventory, or TRI, reporting ‎requirements under the Emergency Planning and Community Right-To-Know Act, or EPCRA, ‎and to promulgate a rule requiring PFAS data submission under TSCA.

In July 2021, the PFAS Action ‎Act of 2021 passed the U.S.

House of Representatives.

The 2021 PFAS Act, if enacted, would direct the EPA to ‎designate certain PFAS chemicals as hazardous substances under CERCLA, hazardous air ‎pollutants under the CAA, and pollutants under the CWA.

Additionally, the EPA would be ‎required to issue a national primary drinking water regulation for PFAS.

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.

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.

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

PFAS substances, including PFOS, PFOA, and certain long chain perfluorocarboxylic acids, or LC-PFCA, are listed as toxic substances under the Canadian Environmental Protection Act, 1999 and are subject to restrictions on their use in Canada.

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

The Canadian federal government published a notice in 2021 of its intent to move forward with additional actions to address the broader class of PFAS, including research and monitoring of PFAS, reviewing PFAS as a class of chemicals and reviewing policy developments in other jurisdictions.

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.

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Such RINs can be sold by the Company.

The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors.

The price of RINs has been extremely volatile and the value of RINs is dependent upon a variety of factors, including the required volumes promulgated by the EPA.

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

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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.

Circuit, but the challenge was held in abeyance and remains unresolved.

On December 7, 2021, EPA announced a series of actions setting biofuel volumes for 2020, 2021, and 2022, and introducing other regulatory changes.

EPA also proposed to add a 250-million-gallon “supplemental obligation” to the volumes proposed for 2022 and stated its intent to add another 250 million gallons in 2023 to address the outcome of prior litigation.

These volume proposals may be met with opposition, consistent with action taken regarding prior regulations.

If successful, efforts to cause 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.

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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.

‎Further, uncertainty associated with RFS regulatory requirements may increase volatility of RIN prices, which may adversely affect our business.

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.

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

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.

The Canadian federal government is expected to publish final Clean Fuel Regulations under the Canadian Environmental Protection Act, 1999 in the spring of 2022.

The Clean Fuel Regulations, as currently drafted, would replace the current Renewable Fuel Regulations over time, and would impose lifecycle carbon intensity requirements on producers and importers of certain liquid petroleum fuels and establish rules relating to the trading of compliance credits.

Carbon intensity requirements under the Clean Fuel Regulations would become more stringent over time.

The Clean Fuel Regulations were originally 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.

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EPR regulations have yet to be promulgated at the federal level in the United States, but have been promulgated or considered in state and local jurisdictions in the United States.

For example, both Maine and Oregon enacted EPR legislation in 2021.

These statutes require brands to provide funding to improve recycling infrastructure statewide.

EPR regulations could have an adverse effect on our business if enacted at the federal level or if widely enacted by state or local governments.

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The enactment of new and more stringent regulations reducing the types or volumes of wastes available for disposal in landfills could impact our future operations.

Right to Repair

President Joe Biden issued Executive Order 14036 on July 9, 2021 , directing the Federal Trade Commission, or FTC, in the United States to draft regulations that limit the ability of original equipment manufacturers, or OEMs, to restrict independent repairs of their products.

This order aims to reduce the amount of waste produced by electronics and other goods by reducing the cost to repair or refurbish damaged items rather than discarding them.

Similar regulatory initiatives have been proposed in Canada at the federal level and in some provinces.

If such rules are issued or new regulatory requirements come into force, demand for electronic waste disposal could be reduced, potentially representing a reduction in demand for our services.

State Public Utility Regulation

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We also maintain a worker safety program that encourages safe practices in the workplace.

Operating practices at our operations emphasize minimizing the possibility of environmental contamination and litigation.

Our facilities comply in all material respects with applicable federal, state and provincial regulations.

Operating practices at our operations emphasize

minimizing the possibility of environmental contamination and litigation.

Our risk management programs are designed, we believe, to ensure that our facilities are in material compliance with applicable federal, state and provincial regulations.

We maintain an insurance program for automobile liability, general liability, employer’s liability claims, environmental liability, cyber liability, employment practices liability and directors’ and officers’ liability as well as for employee group health insurance, property and workers’ compensation.

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Pollution conditions existing prior to the commencement of our coverage, if found, could be excluded from coverage.

Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $2.5 million for automobile liability claims, property claims and environmental liability.

Under our current insurance program for our Canadian operations, we carry per incident deductibles or self-insured retentions ranging from $350,000 to $5.0 million for automobile liability claims, property claims, employment practices liability and environmental liability.

Since workers’ compensation is a provincial coverage limited by the various province jurisdictions, the umbrella coverage is not applicable.

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Senior Vice President and Chief Tax Officer

Senior Vice President, Deputy General Counsel and Assistant Secretary

Senior Vice President – Operations

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Senior Vice President – Chief Information Officer

Vice President, Deputy General Counsel and Assistant Secretary

Senior Vice President – People, Training and Development

Vice President – Information Systems

Vice President – Safety and Risk Management

Vice President – People, Training and Development

Vice President, Deputy General Counsel – Compliance and Government Affairs

Vice President – Corporate Controller

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Little served as Vice President – Engineering of the Company.

various management positions with Waste Management, Inc.

Little held various management positions with Waste Management, Inc.

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

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

Cloninger has been Senior Vice President, Deputy General Counsel and Assistant Secretary of the Company since February 2022.

From August 2014 to that date, Mr.

Cloninger served as Vice President, Deputy General Counsel and Assistant Secretary of the Company.

From February 2013 to August 2014, Mr.

Cloninger served as Deputy General Counsel of the Company.

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 holds a B.A.

degree in History from Northwestern University and a J.D.

degree from the University of California at Davis.

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

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Eddie served as Vice President – Corporate Controller of the Company.

From April 2003 to February 2004, Mr.

April 2003 to February 2004, Mr.

Eddie served as Vice President – Public Reporting and Compliance of the Company.

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degree from Portland State University.

Cloninger has been Vice President, Deputy General Counsel and Assistant Secretary of the Company since August 2014.

From February 2013 to that date, Mr.

Cloninger served as Deputy General Counsel of the Company.

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 holds a B.A.

degree in History from Northwestern University and a J.D.

degree from the University of California at Davis.

Netherton has been Senior Vice President – People, Training and Development of the Company since February 2022.

From July 2013 to that date, Ms.

Netherton served as Vice President – People, Training and Development of the Company.

From February 2007 to July 2013, Ms.

Netherton served as Director of Human Resources and Employment Manager of the Company.

From 1994 to 2007, Ms.

Netherton held various human resources positions at Carpenter Technology Corporation, a publicly-traded, specialty metals and materials company.

Netherton holds a B.S.

in Elementary Education from Kutztown University and an M.B.A.

Mary’s College of California.

Gordon has been Vice President – Information Systems of the Company since January 2017.

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degree in Business Administration from National University.

Netherton has been Vice President – People, Training and Development of the Company since July 2013.

From February 2007 to that date, Ms.

Netherton served as Director of Human Resources and Employment Manager of the Company.

From 1994 to 2007, Ms.

Netherton held various human resources positions at Carpenter Technology Corporation, a publicly-traded, specialty metals and materials company.

Netherton holds a B.S.

in Elementary Education from Kutztown University and an M.B.A.

Mary’s College of California.

Perkey has been Vice President, Deputy General Counsel – Compliance and Government Affairs of the Company since February 2022.

From August 2017 to that date, Mr.

Perkey served as Associate General Counsel – Director of Compliance of the Company.

He served as Operations Counsel of the Company from June 2011 to July 2017.

Perkey practiced corporate, real estate, and mergers and acquisitions law with Roetzel & Andress, LPA in Columbus, Ohio from 2006 - 2011.

Perkey holds a B.A.

degree in Political Science from Ohio Wesleyan University and a J.D.

degree from the University of Pittsburgh.

Pratt has been Vice President – Corporate Controller of the Company since February 2020.

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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