What changed in this filing

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Item 1. Business

2024-02-14 compared with 2023-02-16 · 266 added, 310 removed, 745 unchanged (44% of the section changed)

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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 resource recovery primarily through recycling and renewable fuels generation, 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, including by rail, along with resource recovery primarily through recycling and renewable fuels generation, in 44 states in the U.S.

and six provinces in Canada.

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.

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 and Canada., as well as intermodal services for the movement of cargo and solid waste containers in the Pacific Northwest.

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 through five geographic operating segments.

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

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

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Our sales and marketing personnel also expand our presence into areas adjacent to or contiguous with our existing markets, and market additional services to existing customers.

We believe our ability to offer comprehensive rail haul disposal services in the Pacific Northwest improves our competitive position in bidding for such contracts in that region.

We believe our ability to offer comprehensive rail haul disposal services in the Pacific Northwest may improve our competitive position in bidding for certain contracts in that region.

Generate Internal Growth .

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

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

by Waste Management, Inc.

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

The North America solid waste services industry has experienced continued consolidation over the past several years.

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

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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, 2023, we completed 13 acquisitions for consideration having a net fair value of $752.8 million.

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, 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.

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, 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.

We believe that empowered and engaged employees can be an important differentiator and aim to be an employer of choice.

We look to attract and retain 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.

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

Moreover, we are committed to an inclusive, supportive environment built on the principles of

Servant Leadership, valuing diversity and inspiring employee growth.

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

Moreover, we are committed to an inclusive, supportive environment built on the principles of Servant Leadership.

Valuing diversity and providing opportunities for employee

development and advancement, we strive to maintain a culture which has been integral to the growth and sustainability of our business.

Our Workforce

As of December 31, 2022, our employee population consisted of 22,109 active employees, 10,866 of whom are commercial truck drivers and 1,815 of whom are mechanics.

As of December 31, 2023, our employee population consisted of 22,539 active employees, including 10,920 commercial truck drivers and 1,927 mechanics.

There were 19,231 employees located in the United States and 3,308 employees located in Canada.

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

Active employees included 42% ethnic minorities, 17% women, and 8% veterans of the armed services.

As of December 31, 2023, 3,352 employees, or approximately 15% of our workforce, were employed under collective bargaining agreements.

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We do not expect any significant disruption in our overall business in 2024 as a result of labor negotiations, employee strikes or organizational efforts by labor unions or their representatives.

COVID-19-Related Employee Support

Since the onset of the 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, 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 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.

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, and providing meals for higher risk populations.

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 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.

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

Our ultimate goal is to “Drive to ZERO”, that is, to work toward achieving zero incidents and accidents, and we continue to invest in technology to support the efforts of our leaders to drive results.

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.

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.

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 2023, this behavior-based approach to safety resulted in a reduction in our incident rate by over 7%, with 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, or 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 2023 Sustainability Report (www.wasteconnections.com/sustainability).

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.

To that end, we utilize the upgraded on-board event recording technology, including Machine Vision and Artificial Intelligence, to identify and address at-risk behaviors.

In addition to this investment of over $10 million during 2021-2023, we also continue to expand 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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This concept inverts the traditional management hierarchy, positioning leaders to serve their employees both professionally and personally.

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

The philosophy

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

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

Training and Development

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.

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 41% of our leadership team participated in 2023, following 38% participation in 2022.

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

Our team also developed and introduced “Safety Driven”, a new classroom-based program to better equip our operations supervisors with skills and tools to boost safety, morale, and engagement with our front-line workforce.

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 our employees throughout the Company.

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.

In 2023, our region teams expanded our retention efforts with a focus on leadership skills in key areas that influence employee tenure.

In 2023, we also opened our first Commercial Driver Center to provide access to Class B Commercial Driver’s License training and testing for existing and newly hired employees.

With the driver shortage in the U.S.

expected to double by 2030, this center allows Waste Connections to upskill our existing workforce as well as attract new talent into our critical professional driver ranks.

We are currently evaluating the expansion of the Driver Center in the U.S.

This new training is in addition to our “Making the Connection” training launched in 2022 and designed specifically for Waste Connections as a blended learning experience, with on-the-job learning, one-on-one coaching and a series of eLearning modules.

We continue to add 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.

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.

We continued to expand training opportunities available to our employees and increased the number of sessions offered by 25% in 2023 from the prior year, with approximately 97% 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 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.

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.

We strive for continuous improvement in the benefits we provide, and to that end in 2023, we enhanced our Employee Assistance Program through a provider with better access and online work-life resources for our employees.

In addition, we strengthened our employee customizable Financial Wellness resources to help those working to reach their financial goals.

We also launched “WCN Life”, a benefits application for our U.S.-based employees, that combines all of these resources, and more, into one single tool for employees and their families.

In 2023, we continued to grow the Waste Connections Scholarship Program, launched in 2020 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.

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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 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%.

In 2023 we overhauled our employee engagement survey tool and methodology, now incorporated into “Waste Connections Listens”.

This expanded engagement survey, with mobile access for employee participation and feedback, is a resource to gauge our progress in driving employee recognition, belonging, skill and career growth, well-being, and leadership effectiveness and to plan actions to address areas for improvement.

Diversity and Inclusion

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

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

Since that time, we incorporated diversity and inclusion into Servant Leadership training and introduced educational programs focused on diversity and inclusion.

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.

We are also supporting members of Women in Trucking and Women in Cleantech & Sustainability.

Employee Recruiting

In 2022, we hired 6,713 employees through our network of internal recruiters operating on a divisional and regional basis.

In 2023, we hired over 6,400 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.

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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.

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, 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 2023 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.

These targets include reducing environmental impact through reductions in absolute Scope 1 and 2 emissions and emissions intensity, 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.

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.

In 2023, we increased our targeted reduction in absolute Scope 1 and 2 emissions after achieving our original targeted reduction and initiated the process of developing an emissions reduction target in line with the Science-Based Targets Initiative (SBTi).

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.

Moreover, since 2021, we have incorporated our ESG targets into executive compensation metrics.

WASTE SERVICES

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As of December 31, 2023, we owned or operated 78 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.

Seven of our MSW landfills also received E&P waste during 2023.

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

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We are currently seeking to expand permitted capacity at 11 of our landfills, for which we consider expansions to be probable.

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

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 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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Acquired landfills

Developed landfills

Divested landfills

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

We currently have over a dozen renewable natural gas projects in development, some of which are conversions of electrical generating units to renewable natural gas units and others are greenfield projects on landfills where no current beneficial reuse system exists today.

We expect these renewable natural gas projects to come online over the next several years.

E&P Waste Treatment, Recovery and Disposal 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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Treatment processes vary by site and regulatory jurisdiction.

At certain treatment facilities, loads of flowback and produced water and other drilling and production wastes delivered by our customers are sampled, assessed and tested by third parties according to state regulations.

Solids contained in a waste load are deposited into a land treatment cell where liquids are removed from the solids and are sent through an oil recovery system before being injected into saltwater disposal injection wells or placed in evaporation cells that utilize specialized equipment to accelerate evaporation of liquids.

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.

In certain locations, we provide customers with a terminal or access point to transport their produced clean crude oil to market by pipeline.

We manage directly or indirectly the purchase of the oil and any subsequent sale of the oil to the customer, including any blending or enhancing activities that occur to the oil prior to shipment by pipeline.

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

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We also compete with operators of alternative disposal facilities, including incinerators, and with counties, municipalities and solid waste districts that maintain their own waste collection and disposal operations.

Public sector operators may have financial and other advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities.

Public sector operators may have financial and other advantages over us because of their access to

user fees and similar charges, tax revenues, tax-exempt financing and the ability to flow-control waste streams to publicly owned disposal facilities.

From time to time, competitors may reduce the price of their services in an effort to expand their market shares or service areas or to win competitively bid municipal contracts.

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Accordingly, it may become uneconomical for us to make further acquisitions or we may be unable to locate or acquire suitable acquisition candidates at price levels and on terms and conditions that we consider appropriate, particularly in markets we do not already serve.

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., Secure Energy Services Inc., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv, Oilfield Water Logistics

LLC and others.

Competition for E&P waste in the U.S.

and Canada comes primarily from smaller regional companies that utilize a variety of disposal methods and generally serve specific geographic markets.

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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Provincial and local agencies and departments administer their own environmental legislation, such as the Ontario Ministry of the Environment, Conservation and Parks.

In most instances in Canada, liability for violations of environmental and health and safety laws is imposed without a requirement of intent on the part of the regulated entity, but is subject to a defense of due diligence.

In most instances in Canada, liability for violations of environmental

and health and safety laws is imposed without a requirement of intent on the part of the regulated entity, but is subject to a defense of due diligence.

Compliance with existing environmental regulatory requirements and permits requires significant capital and operating expenditures.

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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.

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.

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

EPA issued in April 2023 an Advance Notice of Proposed Rulemaking, or ANPRM, regarding potential future CERCLA hazardous substance designations for PFAS.

EPA has advised that it plans to take final action on the PFOA/PFOS CERCLA rule in 2024.

The inclusion of these substances in CERCLA’s definition of hazardous substances may alter or increase 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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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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Responsible parties can bear liability under an order without fault.

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

The costs to comply with an order can be very

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.

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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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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.

The new rule was officially published on January 18, 2023, to be effective on March 20, 2023.

The State of Texas and industry groups promptly challenged the rule, filing separate suits in federal court.

In the interim, in October 2022, the U.S.

Supreme Court heard arguments in Sackett v.

EPA , which involved issues relating to the WOTUS definition.

The Supreme Court released its opinion in May 2023, and in August 2023, the EPA and the Corps issued a final rule to amend the WOTUS definition consistent with the Supreme Court’s definition.

That final rule became effective September 8, 2023.

How states and the federal government will implement the final rule remains to be seen.

To the extent that the scope of the WOTUS concept and the Clean Water Act jurisdiction is expanded, it could inhibit project development, result in longer permitting timelines, or increase compliance or mitigation costs for both our operations and the operations of 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 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, 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 or policies 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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Canadian Water Protection Legislation

There is legislation in Canada at both the federal and provincial levels that protects water quality and regulates the discharge of substances into the aquatic environment.

There is legislation in Canada from the federal and provincial governments and, in many cases, by-laws from municipal governments, that protect water quality and regulate the discharge of substances into the aquatic environment.

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

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

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

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.

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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.

In 2021, EPA announced it will reconsider the December 2020 decision, and in 2023, EPA announced it will delay reconsideration until 2024.

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.

In January 2023, EPA proposed to lower the primary (health-based) annual PM 2.5 standard and related metrics, such as the Air Quality Index and monitoring requirements.

Ongoing state implementation of the current NAAQS, as well as potential implementation of even more stringent standards, 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 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.

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 volatile organic compounds, or VOC, emissions from new sources constructed or modified after November 2021, proposing Emission Guidelines for certain existing sources, and amending NSPS Subpart OOOOa to rescind changes made during the prior administration.

As further detailed below, in November 2023, EPA finalized the proposed rule, implementing Subpart OOOOb and OOOOc, thereby imposing more stringent standards and adding proposed requirements for sources not previously covered.

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 in a decreased demand for E&P waste disposal services.

EPA included landfill methane emissions in its quadrennial document outlining enforcement priorities, the FY 2024-2027 National Enforcement and Compliance Initiatives.

In the document, EPA advised that it plans to use preexisting landfill New Source Performance Standards to further curtail and enforce methane emission reductions.

Increased regulatory oversight by the EPA may result in increased compliance costs for our business and may have a material impact on operations.

Canadian Air Quality Legislation

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In Canada, each province establishes and administers a provincial occupational health and safety regime.

Similar to the United States, these regimes generally identify the rights and responsibilities of employers, supervisors and workers.

Similar to the United States, these regimes generally identify the rights and responsibilities of employers, supervisors, workers and other parties.

Employers are required to implement all prescribed safety requirements and to exercise reasonable care to protect employees from workplace hazards, among other things.

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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.

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 2023 caused regulatory uncertainty for oil and gas exploration and production facilities, including hydraulic fracturing operations.

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.

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.

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.

In November 2021, the

EPA again proposed rules to regulate methane and VOCs from the oil and gas industry sources, and these rules were finalized in November 2023.

The rules enact a new NSPS, under Subpart OOOOb, which includes standards for emission sources not regulated previously under the 2016 NSPS Subpart OOOOa.

Additionally, the rules include the first oil and gas emissions guidelines for existing sources, known as Subpart OOOOc, which require states to submit and implement SIPs to enforce the guidelines on existing oil and gas emissions sources.

Among the many additional requirements are:

(i) the definition of “storage vessels” is revised to include the entire tank battery, not just a single tank, now setting the emissions threshold (i.e., the “potential to emit,” which is the highest quantity of certain pollutants that a source could potentially release into the air, even if that source has never actually emitted the highest quantity) at 6 tons per year, or tpy, VOC;

(ii) well closure plans and fugitive emissions monitoring required on all wells prior to closure, with an optical gas imaging (OGI) survey to be submitted to EPA upon closure in certain instances;

and (iii) creation of a Super Emitter Program that, among other things, authorizes third parties to remotely monitor regulated facilities and notify EPA when certain emissions events are detected.

Subpart OOOOb generally becomes effective within 60 days after the rule is published, with certain exceptions.

Subpart OOOOc has a longer implementation timeline, requiring each state to submit a plan to EPA for appropriate emissions reductions within 2 years of the date that the rule is published, and regulated entities are required to comply with state or federal rules within three years after the deadline for state plan submittals.

These rules may require oil and gas operators to expend material sums on compliance, including on equipment repair or replacement, and may reduce our customers’ E&P activities and could have an adverse impact on our business.

Additionally, several states may adopt laws or regulations analogous to or even more stringent than the federal rules, and the state rules 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.

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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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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.

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.

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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 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.

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

The minimum national price on carbon established under the GGPPA will rise to the equivalent of CAD $80 per tonne of CO2e effective April 1, 2024, 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.

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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.

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.

These amendments will become effective January 1, 2025.

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 Cross-border Movement of Hazardous Waste and Hazardous Recyclable Material Regulations under the Canadian Environmental Protection Act, 1999 impose restrictions and permitting requirements in Canada with respect to transboundary movements of certain hazardous wastes and recyclable materials.

The United States is not a party to the Convention;

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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.

In addition to the PFAS Act of 2019, EPA has issued guidance and strategic planning initiatives indicating further PFAS regulation is forthcoming.

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

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

EPA released its First Annual PFAS Roadmap Progress Report in November 2022, and its Second Annual PFAS Roadmap Progress Report in December 2023.

In August 2023, EPA finalized its National Enforcement and Compliance Initiatives for 2024-2027, which included “addressing exposure to PFAS.” EPA advises that the initiative will seek to implement the PFAS Strategic Roadmap and “hold responsible” parties who manufactured PFAS or used it in the manufacturing process and other parties who significantly contributed to PFAS releases to the environment.

As with other regulatory matters, enhanced EPA regulation or oversight may increase our customers’ compliance costs or, depending on how EPA ultimately implements any associated rules, may increase our compliance costs and have an adverse effect on our business.

Beyond strategic efforts and compliance initiatives, EPA has begun to develop and finalize rules to further regulate PFAS, and additional rules are expected to be forthcoming.

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.

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.

EPA advised in its December 2023 Second Annual PFAS Roadmap Progress Report that it expects to propose these rules as soon as the interagency reviews are complete.

If finalized, these rules will provide federal and state agencies with additional tools to identify and clean up PFAS contamination.

As noted above, on August 26, 2022, EPA issued a proposal to designate as CERCLA hazardous substances two of the most widely used PFAS:

PFOA and PFOS.

In April 2023, EPA issued an ANPRM asking for public input regarding potential future hazardous substance designations of PFAS under CERCLA.

EPA advised that it plans to take final action on the PFOA/PFOS CERCLA rule in 2024.

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.

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.

EPA has also taken steps to regulate the presence of PFAS in groundwater, surface water and drinking water.

Directly related to our business, in January 2023, EPA released the Effluent Limitations Guidelines Plan 15, which included an analysis of information and data collected through a detailed study of the Landfills category, pursuant to which EPA determined the development of effluent guidelines and pretreatment standards for landfills that discharge their leachate is warranted to address PFAS discharge.

In accordance with these findings, EPA advised that it intends to revise the existing Landfills Point Source Category Effluent Limitations Guidelines to address PFAS discharge from these landfills.

Strengthened effluent limitations may require capital and compliance expenses, and may have an adverse impact on our business.

EPA has undertaken substantial additional regulatory action related to PFAS in water, and such action may impact our business or our customers’ businesses.

For example, in August 2023, EPA rescinded its 2019 groundwater cleanup guidance for PFOA and PFOS, and recommended CERCLA and RCRA processes for site-specific PFAS contamination decisions.

To that end, EPA updated its Regional Screening Level and Regional Removal Management Level tables to now include 14 types of PFAS, which will provide risk-based values for EPA to use in determining whether further action or removal is necessary for a site.

Moreover, in March 2023, EPA established legally enforceable levels for six PFAS known to occur in drinking water.

In August 2023, EPA released the first set of data collected under the fifth Unregulated Contaminant Monitoring Rule, or UCMR 5, intended to improve EPA’s understanding of the frequency that 29 PFAS and lithium are found in the nation’s drinking water systems, and at what levels.

Earlier, 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.

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

Although the full scope of final PFAS regulation is not finalized, increased regulation of PFAS in water may lead to increased compliance costs for us and our customers, and may have an adverse impact on our business.

EPA has issued or proposed a number of other significant PFAS rules that should not directly regulate our business, but may impact our customers’ businesses.

For example, in January 2023, EPA proposed a rule that would prevent regulated entities from starting or resuming, without a complete EPA review and risk determination, the manufacture, processing or use of about 300 “inactive” PFAS that have not been made or used for many years.

If finalized, this rule would prevent companies from resuming uses of these PFAS absent EPA notification and review.

In June 2023, EPA released a framework for addressing new PFAS and new uses of PFAS under TSCA prior to introducing them into commerce.

Similarly, in October 2023, EPA released a final rule that will remove PFAS Toxics Release Inventory, or TRI, reporting exemptions for chemicals used in small concentrations.

This summary of PFAS rules that may impact our customers’ businesses is not exhaustive, and EPA is continuing to push forward with development and implementation of new PFAS rules.

Increased regulatory costs to our customers’ businesses may reduce their output and have an adverse impact on our business.

State governments are also beginning to regulate PFAS.

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

Much of the state action has been directed at drinking water limits, but in some instances, bills and policies have included PFAS prohibitions in food packaging, consumer products, and firefighting products.

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

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.

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 BPA and phthalates, which are common in polyvinyl chloride, or PVC, products.

For example, in June 2023, the EPA proposed a Significant New Use Rule under TSCA for 18 chemicals—including BPA and PFAS—made from plastic waste-derived feedstocks used to make transportation fuels.

The rule, if implemented, would require EPA notification and review before using contaminated feedstocks to make transportation fuels.

If the EPA moves forward with regulating these or other contaminants of concern, we and our customers may face higher compliance costs for, among other things, proper treatment of contaminated substances.

PFAS are also the subject of environmental and health reviews by the federal and provincial governments in Canada.

Certain PFAS, including PFOS, PFOA and certain long chain perfluorocarboxylic acids, or LC-PFCA, are currently listed as toxic substances on Schedule 1 of the Canadian Environmental Protection Act, 1999 and are subject to regulatory restrictions on their use in Canada under the Prohibition of Certain Toxic Substances Regulations, 2012.

In addition, environmental screening values, standards or guidelines have been adopted for certain PFAS substances with respect to soil, groundwater and drinking water quality by the federal and some provincial governments in relation to some PFAS substances.

The Canadian federal government published a notice of its intent on April 24, 2021 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.

On May 20, 2023, the Canadian federal government published its "Draft State of Per- and Polyfluoroalkyl Substances (PFAS) Report” (Draft Report) and a "Risk Management Scope for Per- and Polyfluoroalkyl Substances (PFAS)" (Risk Management Scope).

The Draft Report contains a draft assessment of the potential risks of PFAS.

The Draft Report proposes to conclude that all substances in the class of PFAS meet the toxic criteria under the Canadian Environmental Protection Act, 1999, in part due to the extreme persistence of PFAS, the ubiquitous presence of PFAS in the environment, the continuous exposure of humans to multiple PFAS, and the potential for these substances to cause adverse effects.

The Risk Management Scope proposes to recommend that the class of PFAS be added to Schedule 1 (toxic substances) of the Canadian Environmental Protection Act, 1999.

The Risk Management Scope identifies proposed risk management objectives and options that are under consideration by the federal government.

The proposed risk management objective is to achieve the lowest levels of environmental and human exposure over time that are technically and economically feasible.

Preliminary risk management options under consideration by the federal government include regulatory and non-regulatory controls to minimize exposure from firefighting foams, gathering information to identify and prioritize options to reduce PFAS exposure from other sources and products, and in some cases, aligning with actions taken in other jurisdictions.

These proposed risk management measures are preliminary, and it is expected that additional regulatory requirements on PFAS will be imposed in Canada in the future.

The federal government is expected to publish a final PFAS report and a final proposal for risk management measures in the future.

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

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

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

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

Renewable and Low Carbon Fuel Standards

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

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

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

Such RINs can be sold by the Company.

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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.

On December 1, 2022, EPA announced a proposed rule to establish 2023, 2024 and 2025 RFS volumes and percentage standards, which was finalized on July 12, 2023.

The proposed rule additionally included regulatory changes prescribing how RINs from renewable electricity, or eRINs, would be implemented and managed under the RFS program, but did not finalize the proposed revisions to the eRIN program.

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

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

In 2023, Representative Scott Perry introduced the Eliminating the RFS and Its Destructive Outcomes Act, which was referred to the House Energy and Commerce Committee, but no further action has been taken.

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

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

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 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 replaced the Renewable Fuel Regulations, or RFRs, which were established in August 2010 and required 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.

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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 require gasoline and diesel producers and importers to reduce the CI of the gasoline and diesel they produce in, and import into, Canada.

The CI reduction requirement started in 2023 with a reduction of 3.5 gCO2e/MJ below 2016

The required reduction will increase each year by a further 1.5 gCO2e/MJ until it reaches a reduction of 14 gCO2e/MJ in 2030.

Compliance requirements under the CFR came into effect on July 1, 2023, and primary suppliers had to meet the prescribed CI limits by the end of the first compliance period 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.

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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.

We continue to evaluate evolving markets and legal regimes in the United States and Canada with respect to the beneficial use of low carbon fuels generated in connection with our operations.

Regulation of Naturally Occurring Radioactive Metals, or NORM

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

Other states have adopted partial EPR programs.

For example, in its 2023 legislative session, Connecticut adopted a program that will require producers of plastic beverage containers to register beginning in April 2026 and establishes phased minimum postconsumer recycled content requirements for plastic beverage containers.

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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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.

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 electronics “right-to-repair” state legislation.

Several other states followed in 2023.

In April 2023, Colorado became the first state to pass right-to-repair laws for farmers, and Minnesota and California passed electronic right-to-repair laws in May and October 2023, respectively.

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

A proposed federal bill (Bill-C-244, An Act to Amend the Copyright Act (diagnosis, maintenance and repair)) seeks to support the right to repair by amendments to the Copyright Act that would allow the circumvention of technological protection measures when maintaining or repairing a product.

Certain provinces have also proposed or enacted right-to-repair legislation.

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.

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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.

It is possible that as implemented, the IRA 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 adversely affect our business.

On November 17, 2023, the U.S.

Department of the Treasury introduced proposed regulation indicating limitations may be applied to certain types of gas upgrading equipment, narrowing the definition for a qualified biogas property and potentially reducing investment tax credit eligibility.

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

RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS

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Our environmental risk management program includes evaluating existing facilities and potential acquisitions for environmental law compliance.

We do not presently expect environmental compliance costs to increase materially above current levels, but we cannot predict whether future acquisitions will cause such costs to increase.

We do not presently expect environmental compliance costs to increase materially above current levels, but we cannot predict whether compliance matters at existing facilities or future acquisitions will cause material cost increases.

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

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Adverse winter weather conditions slow waste collection activities, resulting in higher labor and operational costs.

Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated on a per ton basis.

Greater precipitation in the winter increases the weight of collected MSW, resulting in higher disposal costs, which are calculated primarily on a per ton basis.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following table sets forth certain information concerning our executive officers as of February 2, 2024:

Executive Chairman

President and Chief Executive Officer

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Executive Vice President and Chief Financial Officer

Senior Vice President and Chief Tax Officer

Senior Vice President – Chief Accounting Officer

Senior Vice President, Deputy General Counsel and Assistant Secretary

Senior Vice President – Operations

Senior Vice President and Chief Accounting Officer

Senior Vice President – Performance Optimization

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

Vice President, Deputy General Counsel – Compliance and Government Affairs

Vice President – Corporate Controller

Vice President – Engineering and Sustainability

Gregory Thibodeaux

Vice President – Maintenance and Fleet Management

Vice President – Sales

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.

From its formation in 1997 to that date, Mr.

Senior Vice President – Operations

Senior Vice President – Business Development

Mittelstaedt has been President and Chief Executive Officer of the Company since April 2023.

From July 2019 to that date, Mr.

Mittelstaedt served as Executive Chairman of the Company.

From its formation in 1997 to July 2019, Mr.

Mittelstaedt served as Chief Executive Officer of the Company.

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

Mittelstaedt has served as a director of the Company since its formation and serves on the Executive Committee.

Mittelstaedt was elected Chairman in January 1998 and served in that capacity until stepping down to serve as President and Chief Executive Officer in April 2023.

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

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degree in Business Economics with a finance emphasis from the University of California at Santa Barbara.

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

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

From July 2018 to July 2019, Mr.

Jackman served as President of the Company.

From September 2004 to July 2018, Mr.

Jackman served as Executive Vice President and Chief Financial Officer of the Company.

From April 2003 to September 2004, he served as Vice President – Finance and Investor Relations of the Company.

Jackman held various investment banking positions with Alex.

Brown & Sons, now Deutsche Bank Securities, Inc., from 1991 through 2003, including most recently as a Managing Director within the Global Industrial & Environmental Services Group.

In that capacity, he provided capital markets and strategic advisory services to companies in a variety of sectors, including solid waste services.

Jackman serves as a director of Quanta Services, Inc.

He holds a B.S.

degree in Finance from Syracuse University and an M.B.A.

from the Harvard Business School.

Chambliss has been Executive Vice President and Chief Operating Officer of the Company since October 2003.

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in Finance from New York University Stern School of Business.

Black has been Senior Vice President and Chief Tax Officer of the Company since January 2017.

From March 2012 to that date, Mr.

Whitney also serves on the Board of Directors of Vestis Corp.

Black has been Senior Vice President – Chief Accounting Officer of the Company since February 2023.

From January 2017 to that date, Mr.

Black served as Senior Vice President and Chief Tax Officer of the Company.

From March 2012 to January 2017, Mr.

Black served as Vice President and Chief Tax Officer of the Company.

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degree from the University of California at Davis.

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

From December 2014 to that date, Mr.

Craft served as a Regional Vice President of the Company.

From February 2010 to December 2014, Mr.

Craft served as a Divisional Vice President of the Company.

From July 2006 to February 2010, Mr.

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

From April 2003 until November 2003, Mr.

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

Craft held various accounting positions with The Newark Group Inc.

from June 2000 to April 2003.

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

Navy and the Army National Guard.

Craft holds a B.S.

degree in Accounting from Montana State University.

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

From February 2010 to that date, Mr.

Eddie has been Senior Vice President – Performance Optimization of the Company since February 2023.

From January 2011 to that date, Mr.

Eddie served as Senior Vice President and Chief Accounting Officer of the Company.

From February 2010 to January 2011, Mr.

Eddie served as Vice President – Chief Accounting Officer of the Company.

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

April 2003 to February 2004, Mr.

From April 2003 to February 2004, Mr.

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

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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.

From September 2010 to that date, Mr.

Gordon served as Director of Information Systems of the Company.

Prior to joining the Company, he spent 14 years in leadership roles with CableData, DST Innovis and Amdocs, Inc.

leading an international software development organization, as well as serving as CTO for a startup company that was acquired by LivingSocial.

Gordon spent 11 years as an Army officer in a number of leadership positions including Company Commander and Battalion staff positions.

Gordon has a B.S.

in Mechanical Engineering from United States Military Academy, West Point, and M.S.

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.

From May 2011 to that date, Mr.

Mandel served as Director of Safety of the Company.

From 1995 to 2011, Mr.

Mandel held various Safety leadership positions with Republic Services (formerly Browning-Ferris Industries and Allied Waste) including Director of Safety.

Mandel holds a B.A.

degree in Business Administration from National University.

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.

From June 2016 to that date, Mr.

Pratt served as Region Controller - Canada of the Company.

From October 2012 to May 2016, Mr.

Pratt served as Region Controller – Western Region of the Company.

From January 2007 to September 2012, Mr.

Pratt served as Division Controller – Mountain West Division and Division Controller – Northern Washington Division of the Company.

From July 2005 to December 2006, Mr.

Pratt held various Assistant Controller and District Controller positions with the Company.

From August 2003 to June 2005, Mr.

Pratt served as Tax Accountant for LeMaster and Daniels, PLLC.

Pratt holds a B.S.

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.

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

Nielsen III has been Senior Vice President – Operations of the Company since July 2023.

From April 2002 to that date, Mr.

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

Shaner held various positions at Waste Management, Inc.

and its predecessor companies from June 1990 through March 2002.

From February 1988 through June 1990, Mr.

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

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

degree in Civil Engineering from the University of Miami.

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

From January 2000 to that date, Mr.

Thibodeaux served as Director of Maintenance of the Company.

Thibodeaux has more than 35 years of experience in the solid waste industry having held various management positions with Browning Ferris Industries, Sanifill, and USA Waste Services, Inc.

Before coming to the Company, Mr.

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

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

Nielsen served as a Region Vice President of the Company, including for its Southern, Western and Eastern Regions.

From May 1999 to April 2002, Mr.

Nielsen served as a District Manager of the Company.

Prior to joining the Company in May 1999, Mr.

Nielsen worked for Browning Ferris Industries as an Area Vice President of Recycling.

Nielsen holds a B.S.

degree in Agriculture from University of Maine.

Dan Pio has been Senior Vice President – Operations of the Company since July 2023.

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.

Wittke held various roles with Waste Management, Inc.

for 19 years, including the position of Vice President, Sales and Customer Service.

He has more than 30 years of experience in the solid waste industry.

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

Pio served as a President of Waste Connections of Canada.

From January 2016 to June 2016, Mr.

Pio served as Chief Executive Officer and Chief Integration Officer of Progressive Waste Solutions Ltd.

prior to its merger with the Company.

From October 2013 to January 2016, Mr.

Pio served as Executive Vice President, Strategy and Business Development for Progressive Waste Solutions Ltd.

From March 2010 to October 2013, Mr.

Pio served as Vice President and Chief Operating Officer of BFI Canada.

From January 2001 to October 2005, Mr.

Pio served as Senior Vice President with Waste Management, Inc.

and President of Waste Management of Canada.

During his 35-year career in the solid waste industry, Mr.

Pio also held senior level positions at USA Waste Services and Laidlaw Waste Systems.

Pio holds a B.A.

Economics degree from McMaster University.

Rivard has been Senior Vice President – Business Development of the Company since July 2023.

From April 2022 to that date, Mr.

Rivard served as Executive Director and Head of M&A of the Company.

From July 2001 to March 2022, Mr.

Rivard served as a Regional Vice President of the Company.

From August 1999 to June 2001, Mr.

Rivard served as a Divisional Vice President of the Company.

From October 1997 to July 1999, Mr.

Rivard served as a Business Development Manager of the Company.

From July 1988 to September 1997, Mr.

Rivard held various positions with USA Waste Services Inc., Sanifill, Inc.

and Browning-Ferris Industries.

Rivard worked as an external auditor at Touche Ross & Co.

from June 1986 to June 1988.

Rivard holds a B.S.

degree in Accounting from Metropolitan State University of Denver.

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