What changed in this filing

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Item 1. Business

2023-02-16 compared with 2022-02-17 · 210 added, 142 removed, 845 unchanged (29% of the section changed)

11 unchanged sentences

We generally seek to avoid highly competitive, large urban markets and instead target markets where we can attain high market share either through exclusive contracts, vertical integration or asset positioning.

We also target niche markets, like E&P waste treatment and disposal services, with similar characteristics.

We also target niche markets, like non-hazardous E&P waste treatment and disposal services, with similar characteristics.

We are a leading provider of waste services in most of our markets, and the key components of our operating strategy, which are tailored to the competitive and regulatory factors that affect our markets, are as follows:

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During the year ended December 31, 2022, we completed 24 acquisitions for consideration having a net fair value of $2.334 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, 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.

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There were 18,799 employees located in the United States and 3,310 employees located in Canada.

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

40% of active employees are ethnic minorities, 17% are women, and 8% are from the armed services.

As of December 31, 2022, 3,323 employees, or approximately 15% of our workforce, were employed under collective bargaining agreements.

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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, 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.

To that end, since the onset of the pandemic and through the end of 2022, we have incurred over $50 million in incremental COVID-19-related costs, including approximately $10 million in supplemental pay for frontline employees in 2022.

COVID-19-related support 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 unable to work due to 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 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.

In addition to our COVID-19-related financial commitments, in 2020 we proactively raised our minimum U.S.

hourly wage target to $15 per hour (CAD $16 per hour in Canada), which we increased to a target of $17 per hour (CAD $17 per hour in Canada) in 2022, in both cases exceeding many state, provincial and local wage requirements.

In 2022, 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.

Safety is our first operating value at Waste Connections.

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

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

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

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

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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.

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 2022, this behavior-based approach to safety resulted in approximately 60% of our operating locations posting zero safety-related incidents or reduced incident frequency over the prior year.

In addition, our Total Recordable Incident Rate (TRIR) remains well below industry averages.

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 2022 Sustainability Report (www.wasteconnections.com/sustainability).

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.

To that end, in 2022, we completed a multi-year implementation of an over $10 million fleet-wide upgrade of our on-board event recording technology, adding Machine Vision and Artificial Intelligence to identify at-risk behaviors.

We also expanded our use of Freightliner EconicSD trucks, which provide enhanced safety features, as well as an integrated collision mitigation system, enhanced visibility, and several ergonomic improvements.

Culture/Servant Leadership

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Training and Development

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 24% of our leadership team participated in 2021 in spite of the limitations on in-person training as a result of COVID-19-related travel restrictions.

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

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

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.

In late 2022, we launched our revamped new driver training program, called Making the Connection.

Designed specifically for our Company as a blended learning experience, with on-the-job learning, one-on-one coaching and a series of eLearning modules, our newly hired drivers will be provided a best-in-class onboarding and training experience.

In addition, we have dedicated training resources to certify our Driver Trainers across the U.S.

and Canada to deliver quality, interactive training experiences.

These efforts are all focused on training and retaining the safest drivers in our industry.

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 38% of our leadership team participated in 2022, following 24% participation in 2021, as we generally returned to in-person training, with online options also available.

These leadership training sessions are developed and administered by dedicated internal resources and also include participation by the senior leadership team.

In 2022, we expanded our retention-focused program called “Intentional 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, or 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 40% in 2022 from the prior year, with approximately 72% 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 (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 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 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.

In 2022, we expanded our income protection benefits and time-off plans to better accommodate the needs of our U.S.

employees, including those early in their employment with Waste Connections, to balance work and homelife as they address personal and family needs.

For employees who are ill or injured outside of work, we reduced the waiting period for short term disability benefits and increased the income replacement rate and maximum benefit amounts.

We also introduced additional parental time off for men and women taking time for the birth, adoption, or foster placement of a new child.

In 2022, we continued to grow the Waste Connections Scholarship Program, launched in 2020, as a way to help our employees’ children achieve their vocational, technical and university education goals.

The scholarship program awards renewable scholarships to children of Waste Connections’ employees based on academic record, demonstrated leadership, participation in school activities, work experience, career goals and family circumstances.

Determined by an impartial third party, award recipients receive $2,500 each per academic year for up to four years.

To date, the program has 125 recipients with financial contributions from Waste Connections that exceed $300,000 and a total commitment of up to $1.25 million.

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.

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.

Beyond compensation and benefits, we believe employee engagement includes increased investments in training and development of our leaders and frontline employees, along with new technology offerings to expand connectivity both inside and outside of the Company.

We also recognize the importance of engagement in driving culture and increasing retention, which has been magnified since 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.

We target continuous improvement in the scores as an element of the long-term, aspirational goals outlined in our 2022 Sustainability Report.

In 2022, we experienced continued improvement in our managers’ Servant Leadership scores, with an employee response rate of over 86%.

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

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

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.

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, which have been achieved through the addition of two female Board members since that time, and additional disclosure on workforce composition.

Since that time, we 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.

In addition, we expanded our resources focused on encouraging diversity and inclusion through the addition of a Director of Experience, Inclusion and Diversity in 2022.

We 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.

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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.

Our job opportunities are hosted on https://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 https://honorher.works, https://jobs.vetjobs.org, https://diversity.dejobs.org, https://enableamerica.dejobs.org and www.campuspride.jobs.

SUSTAINABILITY/ENVIRONMENTAL SOCIAL AND GOVERNANCE, OR ESG

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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.

To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets established in 2020, with updates on progress towards their achievement provided in our 2022 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.

In 2022, we expanded our ESG targets to include reductions in absolute emissions and reductions in emissions intensity.

We also increased our ESG transparency in 2022 by introducing the Task Force on Climate-Related Financial Disclosure framework detailing climate-related risks and opportunities, in addition to an Environmental Justice analysis on our footprint and expanded diversity statistics through our EE0-1 disclosure.

Moreover, since 2021, we have incorporated our 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.

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Landfill Disposal Services

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.

As of December 31, 2022, we owned or operated 75 MSW landfills, nine E&P waste landfills, which only accept E&P waste and 16 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 2022.

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We are currently seeking to expand permitted capacity at 10 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.

estimated to be approximately 35 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.

The following table reflects estimated landfill capacity and airspace changes, as measured in tons, for owned and operated landfills and landfills operated, but not owned, under life-of-site agreements (in thousands):

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Balance, end of year

The estimated remaining operating lives for the landfills we own and landfills we operate under life-of-site agreements, based on remaining permitted and probable expansion capacity and projected annual disposal volume,

in years, as of December 31, 2021, and December 31, 2020, are shown in the tables below.

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

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Operated landfills

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.

The expiration dates for the seven operated landfills range from 2023 to 2042.

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

Transfer Station Services

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These generally include:

waste created throughout the initial drilling and completion of an oil or natural gas well, such as drilling fluids, drill cuttings, completion fluids and flowback water;

waste created throughout the initial drilling and completion of an oil or natural gas well,

such as drilling fluids, drill cuttings, completion fluids and flowback water;

production wastes and produced water during a well’s operating life;

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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.

We provide non-hazardous 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.

Treatment processes vary by site and regulatory jurisdiction.

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

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

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

LLC and others.

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

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

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

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

facility sites.

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

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A breach of laws or regulations governing facilities we operate may result in suspension or revocation of necessary permits, civil liability, and imposition of fines and penalties.

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

Moreover, if we experience a delay in obtaining, are unable

to obtain, or suffer the revocation of required permits, we may be unable to serve our customers, our operations may be interrupted and our growth and revenue may be limited.

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

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

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.

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

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

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

Regarding PFAS, EPA issued a proposal on August 26, 2022 to designate two of the most widely used PFAS—Perfluorooctanoic Acid, or PFOA, and Perfluorooctanesulfonic Acid, or PFOS,—as CERCLA hazardous substances.

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.

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The specific terms and conditions of an approval may impose emission limits, monitoring and reporting requirements, siting and operating criteria, financial assurance or insurance and decommissioning requirements.

Certain landfilling sites are subject to more stringent regulatory requirements that can include detailed prescribed design standards, leachate collection systems, landfill gas management or collection systems and/or site closure plans including post-closure care requirements.

Certain landfilling sites are subject to more stringent regulatory requirements that can include detailed prescribed design standards, leachate collection systems, landfill gas management

or collection systems and/or site closure plans including post-closure care requirements.

The federal Canadian Environmental Protection Act, 1999 imposes requirements with respect to the interprovincial and international movement of hazardous wastes and hazardous recyclable material, which can affect the movement of wastes and recyclables to our Canadian facilities.

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

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

Under the Clean Water Act, sites or facilities that discharge pollutants to WOTUS must have a permit authorizing that discharge.

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.

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water resources by broadening the definition of WOTUS, thereby potentially classifying a larger range of water resource types as jurisdictional under the Clean Water Act.

Since promulgation of the 2015 Clean Water Rule, the EPA and the Army Corps of Engineers, or the Corps, have sought to rescind it and to promulgate a revised definition of WOTUS that would establish federal jurisdiction more narrowly, thereby reducing the scope of Clean Water Act applicability.

Since promulgation of the 2015 Clean Water Rule, the EPA

and the Army Corps of Engineers, or the Corps, have sought to rescind it and to promulgate a revised definition of WOTUS that would establish federal jurisdiction more narrowly, thereby reducing the scope of Clean Water Act applicability.

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

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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.

Subsequently, on December 30, 2022, the EPA and the Corps announced the final Revised Definition of Waters of the United States rule, which it based largely on the pre-2015 definition, and provided several implementation memoranda.

The rule provides categories of waterbody type, implements both the “relatively permanent standard” and the “significant nexus standard” and seeks to account for regional differences in waters through use of the EPA’s regionally-tailored implementation tools.

Further litigation may be brought regarding this new rule.

If the proposed rule is upheld as published, it is likely that the scope of the jurisdiction under the Clean Water Act regarding WOTUS will be expanded.

As a result, 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.

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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.

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

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, including regulating discharges to state waters in addition to WOTUS.

Safe Drinking Water Act, or SDWA

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Federal water pollution control authority is derived primarily from the Fisheries Act, which contains provisions for the protection of water quality and fish habitat.

This includes a general prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized.

This includes a general

prohibition on the deposit of any deleterious substances into water that is frequented by fish, unless otherwise authorized.

There is legislation in each provincial jurisdiction that also protects water sources and regulates water pollution, and generally requires an approval or permit for a discharge of any effluent, including in some cases stormwater, into a water body.

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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

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.

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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.

On June 10, 2021, the EPA announced it will reconsider the December 2020 decision.

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, 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, increase the operating costs, and otherwise financial condition and operating results.

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.

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, increase the operating costs and otherwise impact financial condition and operating results.

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 Emission Guidelines for certain existing sources and amending NSPS OOOOa to rescind changes made during the prior administration.

As further detailed below, in November 2022, the EPA issued a supplemental proposal seeking to implement more stringent standards than those in the 2021 proposed rule and adding proposed requirements for sources not previously covered.

While these changes should not directly affect our waste disposal operations, if finalized as proposed, 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.

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Hydraulic Fracturing Regulation

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.

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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Further, the EPA’s promulgation and subsequent revision of methane and VOC rules between 2016 and 2021 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.

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

The proposed rules 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.

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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.

In November 2022, the EPA proposed a rule to implement more stringent requirements than those in the 2021 proposed rule and to regulate additional sources not previously regulated.

If finalized, the rule would, among other things, increase fugitive emissions monitoring requirements for all sites and would no longer exclude wellhead-only sites;

require monitoring at all well sites for the life of the site until plugged;

create a Super-Emitter Response Program to quickly identify large leaks for mitigation;

increase stringency of equipment regulations;

and revise leak detection protocols.

If these rules are enacted as proposed, they 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 that could affect the exploration and production industry sector.

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 rulemaking 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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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.

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.

To date, our facilities have not been subject to any such litigation, but could be in the future.

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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 CO2e, 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.

The minimum national price on carbon established by the GGPPA was equivalent to CAD $50 per tonne of CO2e in 2022.

An Order Amending Schedule 4 to the Greenhouse Gas Pollution Pricing Act came into force on October 21, 2022, and implements an annual increase of CAD $15 per year to this carbon price for the calendar years 2023 – 2030.

The price on carbon under the GGPPA rose to the equivalent of CAD $65 tonne of CO2e in 2023 and will reach CAD $170 per tonne of CO2e 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.

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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.

While certain courts have deemed these laws to be unenforceable, other courts have not.

While certain courts have deemed these

laws to be unenforceable, other courts have not.

Certain state and local jurisdictions may seek to enforce flow control restrictions contractually.

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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.

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

In 2022, the Convention was amended to list both hazardous and non-hazardous e-waste in the Annexes of the Convention.

The amendments will become effective January 1, 2025.

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

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

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

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

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

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.

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

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

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

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;

it also immediately added certain PFAS to the list of chemicals covered by the TRI under EPCRA Section 313 and provided a framework for additional PFAS to be added to TRI on an annual basis.

Under the 2019 PFAS ‎Act, EPA was further directed to include PFAS substances in the SDWA monitoring program for ‎unregulated contaminants ‎and to promulgate a rule requiring PFAS data submission under TSCA.

Since that time, EPA has taken a significant number of steps regarding PFAS.

In addition to the PFAS Act of 2019, EPA has undertaken actions that indicate further PFAS regulation is likely forthcoming.

For example, on October 18, 2021, EPA announced its PFAS Strategic Roadmap wherein it laid out a whole-of-agency approach to addressing PFAS.

The roadmap sets timelines by which EPA planned to take specific actions and commits to more stringent PFAS policies.

EPA released its one-year PFAS Roadmap Progress Report in November 2022, and simultaneously announced plans to hold virtual community engagement events in 2023.

Additionally, in an October 26, 2021 letter to the Governor of New Mexico, the EPA Administrator announced 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.

On August 26, 2022, EPA issued a proposal to designate as CERCLA hazardous substances two of the most widely used PFAS—Perfluorooctanoic Acid, or PFOA, and Perfluorooctanesulfonic Acid, or PFOS.

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

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

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

The EPA also released a memorandum in November 2020 detailing an interim strategy for including PFAS in National Pollutant Discharge Elimination System, 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.

In April 2022, EPA issued a memorandum to seek to minimize PFAS pollution in surface water as EPA works to set effluent guidelines, develop analytical methods and issue water quality criteria for PFAS.

Subsequently, in December 2022, EPA issued a follow-up memorandum recommending states and municipalities use the most current sampling and analysis methods in their NPDES programs to identify known or suspected sources of PFAS and to take actions using their pretreatment and permitting authorities, such as imposing technology-based limits on sources of PFAS discharges.

State governments are also beginning to regulate PFAS.

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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.

The EPA is also considering regulation of other contaminants of concern, including bisphenol A, or 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 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.

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

PFAS, including PFOS, PFOA and certain long chain perfluorocarboxylic acids, or LC-PFCA, are listed as toxic substances on Schedule 1 of 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.

Additionally, the Canadian federal government published on April 24, 2021 a notice 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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The 2020 renewable fuel and 2021 biomass-based diesel volume requirements were published on February 6, 2020, increasing required volumes from 2019 requirements.

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

The regulation was judicially challenged in the D.C.

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.

On December 7, 2021, EPA proposed 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.

Subsequently, on June 3, 2022, the EPA finalized a set of actions establishing 2020, 2021 and 2022 renewable fuel volume blending obligations for the refining industry under the RFS Program.

Multiple EPA actions were announced simultaneously to address several outstanding, delayed and challenged EPA decisions regarding the RFS program, including denying and restoring blending volume obligations waived through small refinery exemptions.

EPA also announced $700 million in CARES Act funding through the Biofuel Producer Program paid as compensation to eligible biofuels producers for COVID-19 related market losses.

On December 1, 2022, EPA announced a proposed rule to establish 2023, 2024 and 2025 RFS volumes and percentage standards.

The proposed rule additionally includes regulatory changes that prescribe how RINs from renewable electricity, or eRINs, would be implemented and managed under the RFS program, which would allow parties to register with EPA and generate eRINs produced from qualifying renewable biomass used as transportation fuel.

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

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‎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.

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

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

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.

The Clean Fuel Regulations, or CFRs, under the Canadian Environmental Protection Act, 1999 were registered and came into force on June 21, 2022 (with the exception of two sections that will come into force on September 30, 2024) The CFRs will replace the Renewable Fuel Regulations, or RFRs, which were established in August 2010 and require primary suppliers to have an average renewable content of at least 5% for gasoline that they produce in Canada and/or import, and 2% for diesel fuel and heating distillate oil.

The CFRs maintain these volumetric requirements in addition to the obligations discussed below.

Unlike the RFRs, the CFRs require greenhouse gas, or GHG, reductions on a lifecycle basis, accounting for emissions from the extraction, processing, distribution and end use of the fuel.

The CFRs establish lifecycle carbon intensity, or CI, limits for each fuel type (gasoline and diesel), expressed in grams of carbon dioxide equivalent per megajoule (gCO2e/MJ).

Gasoline and diesel producers and importers must lower the CI of the gasoline and diesel that they produce in Canada and/or import in accordance with these limits.

Rather than requiring each primary supplier to calculate the current CI of their unique gasoline and diesel pools, the CFRs establish a baseline CI for each fuel.

Primary suppliers must lower the CI of their gasoline and diesel pools by an amount equal to the difference between the baseline CI for that fuel and the CI limit for the corresponding compliance period.

The CFRs require gasoline and diesel producers and importers in 2023 to reduce the CI of the gasoline and diesel they produce in, and import into, Canada from 2016 CI levels by 3.5 gCO2e/MJ.

The reductions will iteratively become more stringent over the years, increasing to a 14 gCO2e/MJ reduction below 2016 levels by 2030.

Compliance requirements under the CFR will come into effect on July 1, 2023, with the first compliance review in December 2023.

The CFRs establish a credit market, and each compliance credit is equivalent to a one-tonne reduction of life cycle CO2e emissions for the applicable compliance period.

During each compliance period, primary suppliers must use the number of credits necessary to meet their reduction requirement.

Compliance credits can either be created by primary suppliers or transferred to them by other “registered creators.” Compliance credits are the only mechanism for primary suppliers to achieve compliance with their reduction requirement.

There are three main categories of credit-creating action:

undertaking projects that reduce the lifecycle CI of liquid fossil fuels;

supplying low carbon fuels and supplying fuel or energy to advanced vehicle technology.

Primary suppliers may also create a compliance credit if they make a contribution to a registered funding program to satisfy 10% of their total reduction requirement for that compliance period for all types of fuels.

Several Canadian provinces have also promulgated legislation and regulations to implement low carbon fuel policies.

At this time, we do not know how the new CFRs in Canada will impact demand for, or value of, our renewable fuel in Canada.

Regulation of Naturally Occurring Radioactive Metals, or NORM

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

Colorado and California enacted similar rules in 2022.

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

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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.

On July 21, 2021, the Federal Trade Commission, or FTC, voted unanimously to increase enforcement against practices that limit consumer repair choices, and brought its first right-to-repair cases in 2022.

On December 29, 2022, New York Governor Kathy Hochul signed the Digital Fair Repair Act into law, the first major “right-to-repair” state legislation.

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

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The adoption of rate regulation or the reduction of current rates in states in which we own or operate landfills could adversely affect our business, financial condition and operating results.

Inflation Reduction Act

The Inflation Reduction Act, or IRA, of 2022 put in place broad-reaching tax, loan, incentive and other programs.

The IRA’s provisions include, but are not limited to:

a lower eligibility threshold and higher dollar value for the updated 45Q tax credit for carbon capture and sequestration;

new and expanded tax credits for certain renewable energy projects as well as tax credits for certain biogas projects for which construction is initiated by December 31, 2024;

commercial electric vehicle credits;

a charge on methane emissions from selected entities in the oil and gas industry;

and reinstatement of the hazardous substance Superfund financing rate, among others.

It is possible that as implemented, the IRC could increase the costs of operation for certain of our customers, including in the oil and gas industry.

In the event that the IRA as implemented increases operational costs for our customers or reduces oil and gas E&P activities by our customers, it could, therefore, adversely affect our business.

At this time, however, it is unclear how these credits, fees, and programs will impact our business or the businesses of our customers.

RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS

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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.

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.

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

Our environmental protection insurance policy covers all owned or operated landfills, certain transfer stations and other facilities, subject to the policy terms and conditions.

Our environmental protection insurance policy covers all owned or operated landfills, transfer stations and other facilities, subject to the policy terms and conditions.

From time to time, actions filed against us include claims for punitive damages, which are generally excluded from coverage under our liability insurance policies.

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Employees are eligible to receive health coverage under Canada’s public health care system and, in addition, most employees of our Canadian operations are eligible to participate in group medical and drug coverage plans sponsored by us.

Our environmental protection insurance policy covers all owned or operated landfills, certain transfer stations and other facilities, subject to the policy terms and conditions.

Our environmental protection insurance policy covers all owned or operated landfills, transfer stations and other facilities, subject to the policy terms and conditions.

Our policy provides insurance for new pollution conditions that originate after the commencement of our coverage.

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Senior Vice President and Chief Accounting Officer

Senior Vice President – Sales and Marketing

Senior Vice President – Chief Information Officer

Senior Vice President – People, Training and Development

Vice President – Tax

Vice President – Information Systems

Vice President – Engagement Solutions

Vice President – Safety and Risk Management

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Vice President – Corporate Controller

Vice President – Equipment and Operations Support

Vice President – Engineering and Sustainability

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Vice President – Sales

Vice President – Business Development

On December 1, 2022, the Company named Matthew S.

Black as the Company’s Senior Vice President – Chief Accounting Officer, effective February 20, 2023.

Black will assume the role from David G.

Eddie, who will transition on that same date to a new role of Senior Vice President – Performance Optimization.

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

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degree in Accounting from California State University, Sacramento.

Hall has been Senior Vice President – Sales and Marketing of the Company since October 2005.

From August 1998 to that date, Mr.

Hall served as Vice President – Business Development of the Company.

Hall has more than 36 years of experience in the solid waste industry with extensive operating and marketing experience in the Western U.S.

Hall received a B.S.

degree in Management and Marketing from Missouri State University.

Hansen has been Senior Vice President – Chief Information Officer of the Company since February 2019.

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Mary’s College of California.

Click has been Vice President – Tax of the Company since February 2023.

From February 2017 to that date, Ms.

Click served as Executive Director of Tax of the Company.

From February 2015 to January 2017, Ms.

Click served as Tax Director of the Company.

From February 2009 to February 2015, Ms.

Click served as Tax Manager of the Company.

From January 2007 to January 2009, Ms.

Click served as Tax Analyst of the Company.

Click served as Tax Analyst for The McClatchy Company from October 2004 to December 2006.

Click is a Certified Public Accountant and holds a B.S.

degree in Business Administration with a concentration in Accounting from California State University, Stanislaus.

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

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in Computer Science from Stanford University.

Little has been Vice President – Engagement Solutions of the Company since February 2023.

From August 2019 to that date, Ms.

Little served as Executive Director – Engagement Solutions/HRIS of the Company.

From January 2017 to August 2019, Ms.

Little served as Vice President – Accounting of the Company.

From December 2007 to January 2017, Ms.

Little served as Director of Accounting of the Company.

From 2001 to 2006, Ms.

Little held various accounting positions at companies including Apple Computer and Pearson Education.

From September 1996 to June 2001, Ms.

Little held various positions, including Manager in Transaction Services, for PricewaterhouseCoopers LLP.

Little is a Certified Public Accountant and holds a B.S.

degree in Business Administration with a concentration in Accounting from California Polytechnic State University, San Luis Obispo.

Mandel has been Vice President – Safety and Risk Management of the Company since January 2017.

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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 practiced corporate, real estate, and mergers and acquisitions law with Roetzel & Andress, LPA in Columbus, Ohio

from 2006 - 2011.

Perkey holds a B.A.

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degree in Business Administration with a concentration in Accounting and an M.B.A with a concentration in Finance from the University of Portland in Oregon.

Schreiber has been Vice President – Equipment and Operations Support of the Company since the completion of the Progressive Waste acquisition on June 1, 2016.

From February 2009 to that date, Mr.

Schreiber served as Vice President – Disposal Operations of the Company.

From October 1998 to February 2009, he served as Director of Landfill Operations of the Company.

Schreiber has more than 40 years of experience in the solid waste industry.

From September 1993 to September 1998, Mr.

Schreiber served as corporate Director of Landfill Development and corporate Director of Environmental Compliance for Allied Waste Industries, Inc.

From August 1988 to September 1993, Mr.

Schreiber served as Regional Engineer (Continental Region) and corporate Director of Landfill Development for Laidlaw Waste Systems Inc.

From June 1979 to August 1988, Mr.

Schreiber held several managerial and technical positions in the solid waste and environmental industry.

Schreiber holds a B.S.

degree in Chemistry from the University of Wisconsin at Parkside.

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

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Thibodeaux served as corporate Director of Maintenance for Texas Disposal Systems.

Wittke has been Vice President – Sales of the Company since the completion of the Progressive Waste acquisition on June 1, 2016.

From June 2011 to that date, he served as Vice President, Sales and Marketing of Progressive Waste Solutions Ltd.

Wittke has been Vice President – Sales and Customer Engagement since April 2022.

From June 2016 to that date, Mr.

Wittke was Vice President – Sales of the Company.

From June 2011 to May 2016, he served as Vice President, Sales and Marketing of Progressive Waste Solutions Ltd.

Prior to that time, Mr.

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Wittke holds a BSc in Finance (cum laude) from Biola University in La Mirada, California.

Wojahn has been Vice President – Business Development of the Company since February 2009.

From September 2005 to that date, Mr.

Wojahn served as Director of Business Development of the Company.

Wojahn served as Vice President of Operations for Mountain Jack Environmental Services, Inc.

(which was acquired by the Company in September 2005) from January 2004 to September 2005.

Wojahn has more than 40 years of experience in the solid waste industry having held various management positions with Waste Management, Inc.

and Allied Waste Industries, Inc.

Wojahn attended Western Illinois University.

AVAILABLE INFORMATION

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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