What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-13 compared with 2024-02-14 · 183 added, 170 removed, 841 unchanged (30% of the section changed)

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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 may improve our competitive position in bidding for certain contracts in that region.

Generate Internal Growth .

To generate internal revenue growth, our district management and sales and marketing personnel focus on increasing market penetration in our current and adjacent markets, soliciting new customers in markets where such customers have the option to choose a particular waste collection service and marketing upgraded or additional services (such as compaction or automated collection) to existing customers.

services (such as compaction or automated collection) to existing customers.

We also seek price increases necessary to offset increased costs, to improve operating margins and to obtain adequate returns on our deployed capital.

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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, 2024, we completed 24 acquisitions for consideration having a net fair value of $2.199 billion.

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.

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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.

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

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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 2024, this behavior-based approach to safety resulted in a reduction in our incident rate by 15%, with approximately 65% 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.

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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 2024 Sustainability Report (www.wasteconnections.com/sustainability).

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.

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

In addition to the use of Freightliner EconicSD trucks, which provide enhanced safety features including an integrated collision mitigation system, improved visibility and several ergonomic benefits, we are increasingly ordering traditional waste collection vehicles with side-radar, front-collision and other notification technology.

Culture/Servant Leadership

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therefore, investing in our people is a priority as we employ an approach guided by Servant Leadership.

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

The philosophy

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

This concept inverts the traditional management hierarchy, positioning leaders to serve their employees both professionally and personally, and empowers employees by prioritizing their needs, sharing responsibility and driving personal development.

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

Training and Development

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 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 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.

Our training and development initiatives leverage both internal and external resources, offering a mix of in-person, classroom-based training sessions and virtual sessions delivered through our Learning Management System, or LMS.

In aggregate, 100% of our employees participated in either virtual training and/or in-person training during 2024.

Our training team created and introduced the Supervisor Development series in 2024.

Focusing on our emerging supervisors and future managers, the training includes both online learning modules and live virtual sessions.

The online module introduces a new monthly leadership or management topic with a subsequent live session that presents practical application techniques to reinforce learned skills from the modules.

In 2024, more than 1,500 frontline leaders from all lines of business participated, completing over 8,500 individual learning sessions.

The series is set to continue in 2025.

In 2024, we also expanded our Driver Training offerings with the opening of our second Commercial Driver Center in Houston, Texas.

Our Commercial Driver Centers provide access to Class B Commercial Driver’s License training and certification 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 25% in 2023 from the prior year, with approximately 97% of all employees participating in either a virtual or in-person training.

expected to double by 2030, these centers allow Waste Connections to train existing employees as well as attract new talent into our critical professional driver ranks.

Additionally in 2024, we launched our “Next Gen” program in partnership with WyoTech, a technical college offering a 9-month diesel technology training program, with scholarship opportunities for eligible dependents of current employees.

We expect to hire our first graduates in early 2025.

Our leadership development efforts focus on multi-day Servant Leadership training sessions, in which approximately 1,400 individuals from our leadership team participated in 2024.

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

In addition, we provide 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.

Employee Pay and Benefits

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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.

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.

We strive for continuous improvement in the benefits we provide, and to that end in 2024, we introduced a new leading-edge program to support our employees’ emotional wellbeing and mental health.

The program dramatically reduces the time to access help and employs a holistic approach to care.

Additionally, we continue to enhance our “WCN Life” benefits communication tool for our U.S.-based employees, including additional library and video content as well as engagement activities to drive participation.

In 2024, we launched a “Military Pay Differential” for both our U.S.

and Canadian military reserve employees to ensure that they are financially secure during mandated deployments or training.

Waste Connections will cover the difference between military and Waste Connections salaries for long-term deployments and provide paid leave for mandatory two-week training sessions as well as ensure continuation of medical benefits during their absence.

This initiative not only demonstrates our strong commitment to our employees' well-being but also fosters a supportive and inclusive work environment, reinforcing our values and dedication to our employees.

In 2024, 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.

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

To date, the program has 175 recipients with financial contributions from Waste Connections that exceed $750,000 and a total commitment of up to $1.75 million.

To date, the program has over 220 recipients with financial contributions from Waste Connections that are approaching $1.1 million and a total commitment of up to $2.2 million.

Employee Engagement

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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 expanded disclosure on workforce composition.

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

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 establish actions to address areas for improvement.

Participation in the engagement survey reached 95% in December 2024, with an overall engagement score of 8.5, representing an improvement from the prior score of 8.3.

Waste Connections surpasses the transportation industry benchmark for both participation and engagement.

In 2023, our leadership teams rededicated their efforts to reduce employee turnover.

By using information gathered through our new survey tool, meeting with employees to listen to concerns and conducting ongoing stay interviews, our teams developed action plans to boost employee recognition, improve communication and revamp our candidate selection processes.

As a result of these efforts, our voluntary turnover rate has dropped by 45% since mid-2022.

Employee Recruiting and Retention

Waste Connections is an equal opportunity employer and makes all employment decisions on the basis of merit.

The Company’s goal is to have the best available person in every job.

We are committed to building and developing diverse teams with a variety of talents and needed skills for our business, and to empowering each employee to contribute in a workplace where they feel respected and valued.

In order to meet these commitments, we enhanced recruiting practices to ensure the broadest candidate pools, and supported the development of resource groups including our Women’s Network and Veterans’ S.E.R.V.E.

Both networks have seen significant growth in 2024, with the Women’s Network reaching over 2,300 members and the Veteran’s S.E.R.V.E.

network ending the year approaching 1,000 members.

In 2024, we hired over 5,750 employees through our network of internal recruiters operating on a divisional and regional basis.

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

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

Our job opportunities are posted on https://careers.wasteconnections.com, www.indeed.com, www.linkedin.com, as well as state and provincial job boards, and syndicated to expand our reach to dozens of additional recruiting websites such as https://honorher.works, https://vetjobs.org, https://www.diversityjobs.com, https://enableamerica.dejobs.org and https://diversejobseeker.com in order to reach the broadest candidate pools possible.

SUSTAINABILITY/ENVIRONMENTAL SOCIAL AND GOVERNANCE, OR ESG

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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 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 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.

To that end, we have committed $500 million to the advancement of long-term, aspirational ESG targets, and we have incorporated progress towards their achievement into compensation metrics.

These targets include reducing environmental impact through reductions in absolute Scope 1 and 2 emissions and emissions intensity, expanded resource recovery processing, increased landfill gas recovery and beneficial reuse, and increased on-site leachate treatment at our landfills.

In addition, they focus on enhancing employee safety and engagement.

WASTE SERVICES

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Landfill Disposal Services

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.

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

As of December 31, 2024, we owned or operated 77 MSW landfills, 20 E&P waste landfills and caverns, which only accept E&P waste, and 16 non-MSW landfills, which only accept construction and demolition, industrial and other non-putrescible waste.

Four of our MSW landfills also received E&P waste during 2024.

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

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Many of our existing landfills have the potential for expanded disposal capacity beyond the amount currently permitted.

We regularly consider whether it is advisable, in light of changing market conditions and/or regulatory requirements, to seek to expand or change the permitted waste streams or to seek other permit modifications.

We regularly consider whether it is advisable, in light of

changing market conditions and/or regulatory requirements, to seek to expand or change the permitted waste streams or to seek other permit modifications.

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

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

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

Although we cannot be certain that all future expansions will be permitted as designed, the average remaining landfill life for our owned and operated landfills and landfills operated, but not owned, under life-of-site agreements is estimated to be approximately 34 years when considering remaining permitted capacity, probable expansion capacity and projected annual disposal volume.

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Acquired landfills

Divested landfills

Permits granted

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

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

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

Treatment processes vary by site and regulatory jurisdiction.

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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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We generally compete for acquisition candidates with publicly owned regional and national waste management companies.

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.

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 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.

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, Albright Flush Systems Ltd., Plains Environmental, Catapult Environmental and others.

We also compete in certain markets with publicly held and privately owned companies such as Waste Management, Inc., Republic Services, Inc., Clean Harbors, Inc., Secure Waste Infrastructure Corp., Nuverra Environmental Solutions, Trinity Environmental Services, LLC, Ecoserv, LLC, Oilfield Water Logistics LLC, Albright Flush Systems Ltd., Plains Environmental, Catapult Environmental Inc.

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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Regarding any permit issued by a regulatory agency necessary for our operations, there are no assurances that we will be able to obtain or maintain all necessary permits or that any such permit held may ultimately be renewed on the same or similar terms.

Further, permits obtained impose various requirements and may restrict the size and location of disposal operations, impose limits on the types and amount of waste a facility may receive or manage, as well as a waste disposal facility’s overall capacity.

Further, permits obtained impose various requirements and may restrict the size and location of disposal operations, impose limits on the types and amount of waste a facility may receive

or manage, as well as a waste disposal facility’s overall capacity.

Additional operational conditions or restrictions may be included in the renewal or amendment of a previously issued permit.

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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 facilities.

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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These regulations vary widely from state to state.

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

None of our oilfield waste recycling, treatment and disposal facilities are

currently permitted to accept hazardous wastes.

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

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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

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

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

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.

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

Regarding PFAS, the EPA published a final rule on May 8, 2024, designating two of the most widely used PFAS—Perfluorooctanoic Acid, or PFOA, and Perfluorooctane Sulfonic Acid, or PFOS—as CERCLA hazardous substances.

This rule creates potential liability under CERCLA for downstream recipients of PFAS, including passive receivers such as our landfills as well as waste transporters.

Further, as a designated CERCLA “hazardous substance,” these PFAS are also required to be listed and regulated as “hazardous materials” by the Department of Transportation under the Hazardous Materials Transportation Act, or HMTA.

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.

Further, to the extent listed as a hazardous material under the HMTA, additional licensing as well as increased liability and operating costs could be incurred in connection with transportation of waste materials, generally.

Canadian Waste Legislation

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For example, the EP Act in Ontario authorizes the agency to issue orders to responsible persons to undertake remedial or other corrective actions to investigate, monitor, and remediate the discharge or presence of contaminants in the environment.

These orders can generally be issued on a joint and several liability basis to categories of responsible persons, including persons who caused or permitted the discharge of a contaminant, persons who owned the discharged substance, as well as current and past owners of lands or the source of the contamination and persons who have or have had management or control over lands or the source of the contamination.

These orders can generally be issued on a joint and several liability basis to categories of responsible persons, including persons who caused or permitted the discharge of a contaminant, persons who own the discharged substance, as well as current and past owners of lands or the source of the contamination and persons who have or have had management or control over lands or the source of the contamination.

Responsible parties can bear liability under an order without fault.

The costs to comply with an order can be very

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

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

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

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

If certain materials such as run-off, collected leachate, or other contaminants from our owned or operated facilities, including landfills, transfer stations, or other facilities, are discharged

into streams, rivers or other regulated waters, the Clean Water Act requires a discharge permit.

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

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

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

the event of a hydrocarbon storage tank release.

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

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

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

The emissions guidelines are implemented and enforced by states through State Implementation Plans, or SIPs, which contain the state-specific regulations and guidance directly applying

the emissions guidelines to affected sources in the state through permitting, monitoring, and other means.

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

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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.

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.

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.

In 2021, EPA announced it would reconsider the December 2020 decision.

In February 2024, the EPA finalized a more stringent primary (health-based) annual PM 2.5 standard and related metrics, such as the Air Quality Index and monitoring requirements.

The rule is the subject of ongoing litigation;

however, in the interim, the revised PM 2.5 NAAQS became effective May 6, 2024.

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 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.

Further, the EPA has sought to strengthen regulations governing GHG and VOC emissions from the oil and natural gas sector.

In March 2024, the EPA published the new NSPS and Emissions Guidelines, or EGs, known as Subpart OOOOb and Subpart OOOOc, respectively, to further reduce methane and VOC emissions from certain sources in the oil and natural-gas sector, including certain existing and previously unregulated sources.

The rules also set more stringent standards and requirements for a variety of sources.

Subpart OOOOb generally became effective in May 2024, with rolling compliance dates for certain sources.

Subpart OOOOc, which will apply to existing sources, has a longer implementation timeline, requiring each state to submit a plan to the EPA for appropriate emissions reductions within two 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.

Although any state implementing rules must be at least as stringent as the federal rules, the full scope of any final regulatory requirements imposed by the states or the cost to comply with such requirements is not known at this time.

Compliance with these rules or with any future federal or state methane regulations could, among other things, require capital expenditures for our customers and increase their operating costs, thereby impacting our business.

Further, the Inflation Reduction Act, or IRA, signed into law in August 2022, includes the first-ever direct federal “charge” on methane emissions called the “Waste Emissions Charge,” or WEC, for applicable facilities within nine segments of the oil and natural gas industry.

The WEC applied to methane emissions beginning in 2024, with the first charge for 2024 emissions due in 2025.

On November 18, 2024, the EPA finalized rulemaking to establish a regulatory program for assessing and remitting the fee on methane emissions.

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 and 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.

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

In July 2024, it was announced that the EPA will issue an updated NSPS and EG proposal for methane emissions from MSW landfills in 2025 after concluding an analysis of available new technologies and landfill work practices.

Additionally, on October 25, 2024, the EPA opened a non-regulatory docket to gather information and data on new technologies and work practices for MSW landfills.

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

Canadian Air Quality Legislation

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Provincial laws may require the construction of landfill gas management systems, including gas collection and flaring systems, which are subject to approvals or other regulatory requirements.

Failure to obtain an approval or comply with approval requirements could result in the imposition of substantial administrative or regulatory penalties.

Failure to obtain an approval or comply with approval or other regulatory requirements could result in the imposition of substantial administrative or regulatory penalties.

In 2024, the Canadian federal government published proposed Regulations Respecting the Reduction in the Release of Methane (Waste Sector) under the Canadian Environmental Protection Act, 1999, which are discussed further below.

Occupational Health and Safety

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Various OSHA standards may apply to our operations, including standards concerning notices of hazards, safety in excavation and demolition work, the handling of asbestos and asbestos-containing materials and worker training and emergency response programs.

Moreover, the Department of Transportation, OSHA, and other agencies regulate and have jurisdiction concerning the transport, movement and related safety of hazardous and other regulated materials.

Moreover, the Department of Transportation, OSHA, and other agencies regulate and have jurisdiction concerning the

transport, movement and related safety of hazardous and other regulated materials.

In some instances, state and local agencies also regulate the safe transport of such materials to the extent not preempted by federal law.

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The enactment of laws or regulations reducing the volume and types of wastes available for transport to and disposal in landfills could prevent us from operating our facilities at their full capacity.

In August 2024, three states (New Jersey, New Mexico, and North Carolina) petitioned the EPA to list certain PFAS as hazardous air pollutants under Clean Air Act and to establish emission standards from source categories.

The EPA has 18 months to respond to the petition.

Several state legislatures and state agencies have been evaluating or have taken various regulatory actions related to PFAS in the environment, including proposing or finalizing cleanup standards for PFAS in soil and water, groundwater standards, surface water standards, and/or drinking water standards for PFOS, PFOA, and other PFAS.

States with finalized drinking water standards for certain PFAS include Vermont, New Jersey, New York, New Hampshire, Michigan, Massachusetts, Pennsylvania, and Wisconsin.

The Company cannot predict what additional regulatory or legislative actions in the United States and elsewhere arising from the foregoing or other proceedings and activities, if any, may be taken regarding such compounds or the consequences of any such actions to the Company, including to its operations.

Given divergent and rapidly evolving regulatory standards, there is currently significant uncertainty about the potential costs to industry and communities associated with operating and control technologies that may be required.

Hydraulic Fracturing Regulation

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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, and these rules were finalized in November 2023.

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.

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

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

Any such regulations limiting, prohibiting or imposing operational

requirements on hydraulic fracturing could reduce oil and natural gas E&P activities by our customers and, therefore, adversely affect our business.

Such laws or regulations could also materially increase our costs of compliance.

Disposal of Drilling Fluids

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.

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

The disposal of drilling fluids is generally regulated at the state or provincial 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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In addition, the EPA’s Mandatory Greenhouse Gas Reporting Rule sets monitoring, recordkeeping and reporting requirements applicable to certain landfills and other entities.

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

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

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

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.

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

The minimum national price on carbon established under the GGPPA rose to the equivalent of CAD $80 per tonne of CO2e effective April 1, 2024, and will increase by CAD $15 per year to reach CAD $170 per tonne of CO2e by 2030.

In 2024, the Canadian federal government published proposed Regulations Respecting the Reduction in the Release of Methane (Waste Sector) under the Canadian Environmental Protection Act, 1999.

The objective of the proposed regulations is to reduce methane emissions from certain municipal solid waste landfills by 50% below 2019 levels by 2030.

Landfills subject to the new regulations would be required to calculate annual methane generation assessments.

The regulations would restrict methane emissions through new requirements on methane emission controls, mandatory monitoring, leak detection and repair, and surface methane concentration limits.

The regulations propose a phased-in timeline for compliance that depends on the methane generation assessment and whether or not the landfill has existing landfill gas recovery wells.

In addition to the proposed federal regulations, certain provinces have regulations in place to reduce methane emissions from landfills.

In 2024, the Canadian federal government also published proposed Oil and Gas Sector Greenhouse Gas Emissions Cap Regulations under the Canadian Environmental Protection Act, 1999, which would implement an emissions cap on certain activities in the oil and gas sector and establish a cap-and-trade system for this sector.

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

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Heightened regulation of our customers’ operations could also adversely affect our business.

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

As discussed above, recently proposed EPA air emission rules applicable to oil and gas production sources in the United States may require additional emissions controls and increased capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations.

New emission rules applicable to oil and gas production sources in the United States and Canada may require additional emissions controls, impose emissions charges, and increase capital costs for our customers, which could reduce their E&P activities, and subsequently negatively impact our business operations.

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

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The 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.

These amendments will become effective January 1, 2025.

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

At this time, the Canadian Federal Government has not incorporated the recent Convention e-waste amendments into domestic regulations.

The United States is not a party to the Convention;

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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.

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.

In February 2024, the EPA proposed two rules addressing PFAS.

The first proposed rule would list nine types of PFAS as RCRA “hazardous constituents,” which are chemicals expressly identified for consideration in RCRA facility assessments when corrective action requirements are imposed and, where necessary, require further investigation and cleanup through the RCRA corrective action process.

The second proposed rule would expand the scope of substances potentially subject to corrective action under RCRA to include certain wastes contaminated with PFAS constituents.

These revisions would expand the EPA’s authority to address certain PFAS contaminated waste under RCRA.

As noted above, on May 8, 2024, EPA issued a final rule designating two of the most widely used PFAS—PFOA and PFOS—as CERCLA hazardous substances.

As designated CERCLA hazardous substances, PFAS are also now required to be listed and regulated as hazardous materials by Department of Transportation under the Hazardous Materials Transportation Act.

The CERCLA rule creates potential liability under CERCLA for downstream recipients of PFAS, including passive receivers such as our landfills and transporters of PFAS-containing materials.

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

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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.

Moreover, in April 2024, the 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.

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.

Although the full scope of final PFAS regulation is not finalized, increased regulation of PFAS in water may lead to increased scrutiny of our operations and 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.

For example, in January 2024, EPA finalized a rule that prevents 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.

Under this rule, companies are prohibited from resuming uses of inactive 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.

Similarly, in October 2023, EPA released a final rule removing 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.

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

Much of the state action has been directed at

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

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

The EPA is also considering regulation of other contaminants of concern, including BPA and phthalates, which are common in polyvinyl chloride, or PVC, products.

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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.

The Canadian federal government published an "Updated Draft State of Per- and Polyfluoroalkyl Substances (PFAS) Report” (Updated Draft Report) and a "Revised Risk Management Scope for Per- and Polyfluoroalkyl Substances (PFAS)" in July 2024 for consultation (updating earlier drafts that had been published on May 20, 2023).

The Updated Draft Report contains a draft assessment of the potential risks of PFAS and proposes to conclude that all substances in the class of PFAS, excluding fluoropolymers which will be addressed in a separate assessment, meet the toxic criteria under the Canadian Environmental Protection Act, 1999.

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

The Revised 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 feasible, taking into consideration socio-economic factors.

Preliminary risk management options under consideration by the federal government include regulatory instruments under the Canadian Environmental Protection Act, 1999, to restrict PFAS not currently regulated in firefighting foams, and to prohibit other uses or sectors in relation to PFAS.

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.

In July 2024, the Canadian Federal Government published a Notice with respect to certain PFAS substances in the Canada Gazette that requires parties who manufacture, import or use certain PFAS substances in the manufacture of other goods in Canada above established thresholds to report information to the government for the purpose of supporting future activities relating to PFAS.

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

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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.

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

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

Such RINs can be sold by the Company.

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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.

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 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.

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

The Clean Fuel Regulations, or CFRs, under the Canadian Environmental Protection Act, 1999 came into force on June 21, 2022 (replacing the former Renewable Fuel Regulations).

The CFRs require primary suppliers to have an average volumetric 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 require primary suppliers to gradually reduce the carbon intensity of the gasoline and diesel that they produce and sell in Canada through GHG reductions on a lifecycle basis, accounting for emissions from the extraction, processing, distribution and end use of the fuel.

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

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

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

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

The CFRs require gasoline and diesel producers and importers 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 CI reduction requirement started in 2023 with a reduction of 3.5 gCO2e/MJ below 2016 levels.

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.

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

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

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

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

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

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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 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.

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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.

Similar regulatory initiatives are being introduced in Canada.

Bill-C-244, An Act to Amend the Copyright Act (diagnosis, maintenance and repair), came into force on November 7, 2024 and supports the right to repair through amendments to the Copyright Act that allow the circumvention of technological protection measures when maintaining or repairing a product.

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

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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.

At this time, it is unclear how the credits, fees, and programs set forth in the IRA will impact our business or our customers’ businesses.

RISK MANAGEMENT, INSURANCE AND FINANCIAL SURETY BONDS

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In addition to surety bonds, such guarantees and obligations may also be met through alternative financial assurance instruments, including insurance, letters of credit and restricted cash and investment deposits.

At December 31, 2023 and 2022, we had provided customers and various regulatory authorities with surety bonds in the aggregate amount of approximately $901.3 million and $811.2 million, respectively, to secure our asset closure and retirement requirements and $743.8 million and $636.2 million, respectively, to secure performance under collection contracts and landfill operating agreements.

At December 31, 2024 and 2023, we had provided customers and various regulatory authorities with surety bonds in the aggregate amount of approximately $934.3 million and $901.3 million, respectively, to secure our asset closure and retirement requirements and $1.077 billion and $743.8 million, respectively, to secure performance under collection contracts and landfill operating agreements.

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

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

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

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

and (b) reduced E&P activity during harsh weather conditions, with expected fluctuation due to such seasonality between our highest and lowest quarters of approximately 10%.

In addition, some of our operating costs may be higher in the winter months.

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Senior Vice President – Chief Accounting Officer

Senior Vice President, Deputy General Counsel and Assistant Secretary

Senior Vice President – Performance Optimization

Senior Vice President, Deputy General Counsel and Assistant Secretary

Senior Vice President – Chief Information Officer

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

Bradley has been Senior Vice President – Performance Optimization of the Company since February 2025.

From March 2022 to that date, Mr.

Bradley served as a Regional Vice President of the Company.

From October 2018 to March 2022, Mr.

Bradley served as a Divisional Vice President of the Company.

From September 2015 to October 2018, Mr.

Bradley served as a District Manager of the Company.

From April 2010 to September 2015, Mr.

Bradley held various positions for the Company, including Assistant District Manager, Division Controller, District Controller, and Assistant Controller.

Prior to joining the Company in April 2010, Mr.

Bradley served as Controller and Chief Financial Officer for Burks Tractor Company.

Bradley holds a B.S.

degree in Finance and an M.B.A.

from Idaho State University.

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

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degree from the University of California at Davis.

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.

From March 2004 to February 2010, Mr.

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

From April 2003 to February 2004, Mr.

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

From May 2001 to March 2003, Mr.

Eddie served as Director of Finance of the Company.

Eddie served as Corporate Controller for International Fibercom, Inc.

from April 2000 to May 2001.

From September 1999 to April 2000, Mr.

Eddie served as the Company’s Manager of Financial Reporting.

From September 1994 to September 1999, Mr.

Eddie held various positions, including Audit Manager, for PricewaterhouseCoopers LLP.

Eddie holds a B.S.

degree in Accounting from California State University, Sacramento.

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

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From October 2013 to January 2016, Mr.

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

Pio served as Executive Vice President, Strategy and Business Development for

Progressive Waste Solutions Ltd.

From March 2010 to October 2013, Mr.

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and President of Waste Management of Canada.

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

During his over 35 years in the solid waste industry, Mr.

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

23 unchanged sentences

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