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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on August 21, 2015

Registration No. 333-         


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



ADS Waste Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
  4953
(Primary Standard Industrial
Classification Code Number)
  90-0875845
(I.R.S. Employer
Identification Number)

90 Fort Wade Road
Ponte Vedra, Florida 32081
(904) 737-7900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)



Michael K. Slattery, Esq.
General Counsel
ADS Waste Holdings, Inc.
90 Fort Wade Road
Ponte Vedra, FL 32081
(904) 737-7900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agents For Service)



With a copy to:

Jonathan M. DeSantis
Richard B. Alsop
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10022-6069
(212) 848-4000

 

Kirk A. Davenport II
Erika L. Weinberg
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022-4834
(212) 906-1200

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

          If the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a
smaller reporting company)
  Smaller reporting company o

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price (1) (2)

  Amount of
Registration Fee

 

Common stock, par value $0.01 per share

  $100,000,000   $11,620

 

(1)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes offering price of additional shares that the underwriters have the option to purchase. See "Underwriting."

(2)
Includes shares of common stock subject to the underwriters' option to purchase additional shares of common stock.

          The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion, Dated August 21, 2015

ADS Waste Holdings, Inc.

LOGO

                  Shares

Common Stock

This is ADS Waste Holdings, Inc.'s initial public offering. We are selling                  shares of our common stock, and the selling stockholders identified in this prospectus are selling                   shares of our common stock. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders. We expect the public offering price to be between $         and $         . Prior to this offering, there has been no public market for our common stock. We intend to apply to list our common stock on the                  under the symbol ADSW.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 17 to read about factors you should consider before buying our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or the accuracy of this prospectus. Any representation to the contrary is a criminal offense.

 
  Price to Public
  Underwriting
Discounts and
Commissions (1)

  Proceeds, before
expenses, to the
Company

  Proceeds, before
expenses, to the
Selling Stockholders

 

Per Share

  $     $     $     $    

Total

  $     $     $     $    

(1)
The underwriters will receive compensation in addition to the underwriting discount. See "Underwriting."

The underwriters have the option to purchase up to an additional                  shares, at the initial public offering price, less the underwriting discount.

The underwriters expect to deliver the shares of common stock to purchasers on or about                           , 2015.



Deutsche Bank Securities   Credit Suisse   Barclays

BofA Merrill Lynch   Macquarie Capital   Morgan Stanley   UBS Investment Bank

Wells Fargo Securities   First Analysis Securities Corp.

Prospectus dated                           , 2015


GRAPHIC


Table of Contents


TABLE OF CONTENTS

 
  Page  

PROSPECTUS SUMMARY

    1  

THE OFFERING

    11  

SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

    13  

RISK FACTORS

    17  

FORWARD-LOOKING STATEMENTS

    38  

USE OF PROCEEDS

    40  

DIVIDEND POLICY

    41  

CAPITALIZATION

    42  

DILUTION

    43  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

    45  

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    48  

BUSINESS

    85  

MANAGEMENT

    105  

EXECUTIVE COMPENSATION

    113  

PRINCIPAL AND SELLING STOCKHOLDERS

    131  

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

    132  

DESCRIPTION OF CERTAIN INDEBTEDNESS

    133  

DESCRIPTION OF CAPITAL STOCK

    135  

SHARES ELIGIBLE FOR FUTURE SALE

    141  

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMON STOCK

    143  

UNDERWRITING

    148  

LEGAL MATTERS

    156  

EXPERTS

    156  

WHERE YOU CAN FIND MORE INFORMATION

    156  

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

    F-1  

You should rely only upon the information contained in this prospectus or in any free writing prospectus prepared by or on behalf of us. None of us, the underwriters, or the selling stockholders have authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, shares of our common stock are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this document does not extend to you. You should assume the information appearing in this prospectus is accurate only as of the respective dates of such information. Our business, financial condition, results of operations, and prospects may have changed since those dates.

        Except where the context requires otherwise, references in this prospectus to "ADS Waste," "Company," "we," "us," and "our" refer to ADS Waste Holdings, Inc., together with its consolidated subsidiaries. References to "Parent" refer to Advanced Disposal Waste Holdings Corp. In this prospectus, when we refer to our fiscal years, we say "fiscal" and the year number, as in "fiscal 2014," which refers to our fiscal year ended December 31, 2014.

Market, Industry and Other Data

        This prospectus includes estimates regarding market and industry data and forecasts, which are based on publicly available information, industry publications and surveys, reports

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from government agencies and reports by market research firms, including IBISWorld, Waste Business Journal, Woods & Poole, Spears & Associates, the National Association of Home Builders and the U.S. Census Bureau. We have not independently verified market and industry data provided by any of these or any other third-party sources referred to in this prospectus, although we believe such market and industry data included in this prospectus is reliable. This information cannot always be verified with complete certainty due to the limits on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties inherent in surveys of market size.

        Management estimates are derived from the information and data referred to above, as well as our internal research, calculations and assumptions made by us based on our analysis of such information and data and our knowledge of our industry and markets, which we believe to be reasonable, although they have not been independently verified. While we believe that the market position information included in this prospectus is generally reliable, such information is inherently imprecise. Assumptions, expectations and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors" and "Forward-Looking Statements." These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

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PROSPECTUS SUMMARY

        This summary highlights some of the information contained in this prospectus. This summary may not contain all of the information that may be important to you. For a more complete understanding of our business and this offering, we encourage you to read this entire prospectus, including "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," the more detailed information regarding our Company and the common stock being sold in this offering, as well as our consolidated financial statements and the related notes appearing elsewhere in this prospectus, before deciding to invest in our common stock. Some of the statements in this prospectus constitute forward-looking statements. See "Forward-Looking Statements."

Our Company

        We are a leading integrated provider of non-hazardous solid waste collection, transfer, recycling and disposal services operating primarily in secondary markets or under exclusive arrangements. We have a presence in 18 states across the Midwest, South and East regions of the United States, serving approximately 2.8 million residential and 202,000 commercial and industrial ("C&I") customers through our extensive network of 92 collection operations, 75 transfer stations, 23 owned or operated recycling facilities and 39 owned or operated landfills. We seek to drive financial performance in markets in which we own or operate a landfill or in certain disposal-neutral markets, where the landfill is owned by our municipal customer. In markets in which we own or operate a landfill, we aim to create and maintain vertically integrated operations through which we manage a majority of our customers' waste from the point of collection through the point of disposal, a process we refer to as internalization. By internalizing a majority of the waste in these markets, we are able to deliver high quality customer service while also ensuring a stable revenue stream and maximizing profitability and cash flow from operations. In disposal-neutral markets, we focus selectively on opportunities where we can negotiate exclusive arrangements with our municipal customers, facilitating highly-efficient and profitable collection operations with lower capital requirements.

GRAPHIC

        Geographically, we focus our business principally in secondary, or less densely populated non-urban, markets where the presence of large national providers is generally more limited. We also compete selectively in primary, or densely populated urban, markets where we can capitalize on opportunities for vertical integration through our high-quality transfer and disposal infrastructure and where we can benefit from highly-efficient collection route density. Through our disciplined focus on secondary markets and on markets with favorable disposal

 

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characteristics, we are able to maximize customer retention and benefit from a higher and more stable pricing environment.

        We have historically generated consistent revenue growth across economic cycles. To continue to drive growth, we are focused on a number of key areas, including: municipal contract wins, new customer additions, disciplined pricing and expansion into additional geographies and markets with favorable dynamics and demographic trends. We have established a systematic and replicable approach to municipal contract bidding and identifying privatization opportunities and since the consummation of our transformational $1.9 billion acquisition of Veolia ES Solid Waste, Inc. in 2012 (the "Veolia Acquisition"), we have been awarded 109 new long-term, exclusive municipal contracts. Our existing operations also provide us with a scalable platform to drive profitable growth through strategic acquisitions. Since the Veolia Acquisition, we have executed 33 tuck-in acquisitions, primarily of collection operations. By integrating acquisitions into our vertically integrated geographic operations, we have been able to improve adjusted EBITDA margin and enhance cash flow from operations post-acquisition. Due to our scale, our tuck-in acquisition strategy enables us to drive robust inorganic growth despite a relatively small average transaction size.

        For the twelve months ended June 30, 2015, our revenue by geography, revenue by source and revenue by category were as follows:

GRAPHIC


(1)
Primary market revenue includes revenue from the following four markets (excluding revenue from exclusive municipal contracts): Atlanta, Chicago, Detroit and Philadelphia.

        We operate across the Midwest, South and East regions of the United States, which accounted for 39%, 35% and 26% of our revenue for the twelve months ended June 30, 2015, respectively. We believe that our broad geographic presence positions us well to capitalize on favorable demographic and macroeconomic trends in the markets that we serve. According to the U.S. Census Bureau and Woods & Poole, population and gross regional product growth in certain of our markets, particularly those in the Southeast, are expected to outpace overall U.S. population and gross domestic product ("GDP") growth through 2030.

        Complementing our geographic diversity, we maintain an attractive mix of revenue from varying sources with limited exposure to commodity sales, which helps to enhance our financial performance across economic cycles. We also benefit from a high degree of customer diversification, with no single customer accounting for more than 2% of revenue for the twelve months ended June 30, 2015. Our municipal customer relationships are generally supported by exclusive contracts ranging from three to ten years in initial duration with subsequent renewal periods, and we have historically achieved a renewal rate of approximately 85% with these customers. Our standard C&I service agreement is a five year renewable agreement, and we have historically maintained high C&I customer retention. Our

 

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large and diverse customer base, combined with our long-term contracts and consistently high renewal rates, provide us with significant revenue and earnings stability and visibility.

        We are led by a veteran management team with extensive experience in operating, acquiring and integrating solid waste services businesses. Our senior leadership team averages more than 20 years of experience in the solid waste industry. During their tenure, they have instituted a strong, unified corporate culture and successfully implemented our growth and operational initiatives. We believe our management team has positioned our business well for continued growth and improvements in adjusted EBITDA margin and cash flow from operations, and we intend to continue to focus our efforts on generating both organic and inorganic growth.

        For the twelve months ended June 30, 2015, we generated revenues of $1.4 billion, adjusted EBITDA of $385.5 million and cash flow from operations of $271.1 million. For a reconciliation of adjusted EBITDA to net income (loss) see "Summary Consolidated Financial Information and Other Data."

Our Industry

        More than 250 million tons of solid waste are generated in the United States each year. The U.S. solid waste industry generated approximately $59 billion in revenue in 2013 and is expected to reach approximately $66 billion in 2019, according to IBISWorld. The industry can be classified into the following asset categories: collection operations, transfer stations, landfills, recycling facilities and waste-to-energy plants. Vertical integration of these assets typically drives greater efficiency and superior operating margins and as a result, waste companies attempt to create integrated operations in an effort to enhance profitability, cash flow and return on capital.

        The solid waste industry is relatively resistant to cyclical economic trends due to the non-discretionary nature of the services provided and, as such, has experienced just one year of relatively modest decline since 1997. The industry is characterized by a range of attractive features, including: (i) high visibility of earnings due to predictable waste generation of residential and commercial customers; (ii) the absence of cost-effective substitutes for collection, beneficial re-use and landfill disposal; (iii) high barriers to entry created by the lengthy permitting process and significant capital costs of landfill development; and (iv) the ongoing trend of municipalities and local governments seeking to turn over management of public services, including waste services, to private firms.

 

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        The following table sets forth historical and projected solid waste industry revenue growth:

GRAPHIC


Source:    Waste Business Journal's Waste Market Overview & Outlook 2012, IBISWorld US Waste Treatment & Disposal and US Waste Collection Reports April 2014

        The solid waste industry is served by a few large, national and regional publicly owned companies, which comprise approximately 57% of the total U.S. solid waste market, several regional privately owned solid waste companies, and thousands of small privately owned companies, which generally maintain collection operations with limited or no in-house transfer, recycling or disposal capabilities. Privately owned waste collection operations in the aggregate represent approximately 20% of the total solid waste market. In addition, municipalities continue to own and operate waste collection and / or disposal operations in certain markets, representing approximately 23% of the overall U.S. solid waste market. The industry is characterized by high barriers to entry, driven in large part by the high cost of developing and maintaining transfer and disposal assets. The implementation of the Resource Conservation and Recovery Act ("RCRA") Subtitle D in 1991 significantly raised the environmental standards for landfill operators, requiring costly upgrades and closure of many disposal sites, and resulted in a trend toward fewer larger landfills. This consolidation trend and the resulting increased scarcity of active disposal locations have benefited larger waste companies by providing improved pricing and profitability dynamics.

        There are three principal markets in the solid waste industry, including:

    Residential Waste Market  

    Consists of the periodic curbside pickup of residential household waste and delivery to either a landfill, transfer station or recycling facility

    Waste volumes are driven primarily by population growth and GDP growth

    Commercial and Industrial Waste Market  

    Consists of the collection and disposal of waste generated by non-residential customers that utilize front load rolloff containers or waste compactors

    Waste volumes are driven primarily by GDP growth, new business formations, industrial production and non-residential construction

    Construction & Demolition Waste Market  

    Consists of the collection and disposal of debris generated during construction, renovation and demolition typically using rolloff containers

 

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      Waste volumes are driven primarily by residential and non-residential construction activity

        In addition to the residential and C&I waste streams traditionally serviced by waste companies, regulatory and other market factors have created opportunities to expand services to other non-hazardous waste streams such as coal ash generated by coal-fired electricity producing plants and energy waste produced by oil & gas exploration and production firms.

Our Operating Strengths

Vertically Integrated Geographic Operations

        Our vertically integrated geographic operations enable us to provide high-quality service to our customers while simultaneously capitalizing on growth opportunities, capturing additional revenue streams and maximizing profitability. In most of the markets we serve, we integrate our network of collection, transfer and disposal assets into geographic operations that allow us to manage the waste stream throughout the entire value chain—from the point of collection to the point of disposal—exclusively using our own resources. This enables us to generate a steady, predictable stream of waste volume and capture the incremental disposal margin that otherwise would be paid to a third party. It also enables us to charge third-party collection service providers tipping fees for the use of our transfer stations or landfills, providing a source of recurring revenue at attractive EBITDA margins. In addition, our high internalization rate provides us with a meaningful cost advantage, positioning us well to win additional profitable business through new customer acquisition and municipal contract awards. Finally, our vertically integrated geographic operations position us well for inorganic growth, as we can acquire transfer stations or collection operations and efficiently integrate them into our existing platform.

Strategically Located Network of Landfill and Transfer Station Assets

        Our network of 39 active and strategically located landfills is a critical component of our integrated operations and provides a distinct competitive advantage in the markets that we serve. Our network of landfill assets is difficult to replicate due to a range of factors, including substantial upfront capital requirements for new landfill development, lengthy permitting processes, geographic and political constraints on new landfills and stringent requirements for ongoing environmental and regulatory compliance. Our landfill assets have substantial remaining capacity, which will help us to sustain the long-term competitive advantages that our vertically integrated model provides.

        The value of our landfill assets is further enhanced by our complementary network of transfer stations, which provides us with an additional competitive advantage by allowing us to capture waste volumes that we could not otherwise service. The shift toward fewer, larger landfills has resulted in landfills that are generally located further from population centers and waste being transported longer distances between collection and disposal, often after consolidation at a transfer station. With a landfill and collection services, we can provide vertically integrated operations that cover a substantial geographic area surrounding the landfill. However, with one or more transfer stations strategically located at the periphery of this service area, and with additional collection operations around the transfer station(s), we can direct substantially more waste volume from a significantly broader service area to an existing landfill. By expanding the geographic reach of our landfills, our network of transfer stations enhances our economies of scale and strengthens the competitive advantage that our landfills provide.

 

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Well-Positioned in Secondary and Exclusive Markets

        We focus our business principally in secondary markets where the presence of large national providers is generally more limited. We also participate in certain disposal-neutral markets in which we provide services under exclusive arrangements with our municipal customers, which facilitates highly-efficient and profitable collection operations and lower capital requirements. We believe this strategic focus positions us to maintain significant share within our target markets, maximize customer retention and benefit from a higher and more stable pricing environment. For the twelve months ended June 30, 2015, revenue from our secondary markets and exclusive municipal contracts accounted for approximately 80% of total revenue.

Proven Ability to Identify, Execute and Integrate Acquisitions and Win New Municipal Contracts

        Our ability to execute and integrate value-enhancing, tuck-in acquisitions and win new municipal contracts has been a core component of our growth. Our scale, geographic reach, vertical integration and strong position in secondary markets position us well to identify and execute strategic acquisitions. Since the Veolia Acquisition, we have completed 33 tuck-in acquisitions, and by integrating acquired operations into our existing network, we have been able to improve adjusted EBITDA margin and enhance cash flow from operations post-acquisition.

        We also have experience executing large-scale transactions, as highlighted by the Veolia Acquisition. In addition to significantly expanding our scale and scope of operations, the Veolia Acquisition enhanced our geographic footprint by providing us with complementary operations in our East and South regions, as well as strong, new positions in secondary markets in the Midwestern United States. We have also achieved cost efficiencies and economies of scale through improved internalization, increased route density and more efficient asset utilization while maintaining our strong positions in the local markets that we serve.

        Finally, we have demonstrated success in municipal contract bidding and capitalizing on privatization opportunities and, since the Veolia Acquisition, we have been awarded 109 new long-term municipal contracts. Due to the strength of our localized operations and our highly experienced regional management team, we maintain close relationships with key decision-makers throughout our markets, which position us well to capitalize on new municipal contracts and privatization opportunities.

Customer Diversification with Long-Term Contracts

        We serve approximately 2.8 million residential and 202,000 C&I customers and over 800 municipalities, with no single customer representing more than 2% of revenue in 2014. Our municipal customer relationships are generally supported by contracts ranging from three to ten years in initial duration with subsequent renewal periods, and we have historically achieved a renewal rate of approximately 85% with these customers. Our standard C&I service agreement is a five year renewable agreement, and we have historically maintained high C&I customer retention. Our breadth of customer relationships, long-term contracts and high renewal rates provide us with a high degree of revenue and earnings stability and visibility.

Disciplined Focus on Service and Safety

        Our corporate slogan is "Service First, Safety Always." We maintain a relentless focus on customer service and we strive to consistently exceed our customers' expectations. Our

 

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localized approach to customer service and high quality management at our local operations result in a highly responsive, customer service oriented organization. By providing a high level of customer service, we maximize the value our customers receive from the services we deliver, which we believe ultimately increases customer loyalty and supports price stability.

        The safety of our workforce and our customers is paramount to us. We have a strong track record of safety and environmental compliance driven by company-wide programs centered on workforce training, stringent risk management and safety-related practices. Our shift toward an automated fleet has also enhanced our safety profile. Automated trucks, which only require a driver and collect waste automatically using a hydraulic lifting mechanism, are substantially safer than traditional rear-load vehicles, which require both a driver and an operator who manually loads waste into the rear of a vehicle. With a growing portion of our fleet comprised of automated vehicles, we have sought to create a safer work environment for our employees and to reduce the frequency of workplace injuries.

Industry Leading Management Team

        Led by CEO Richard Burke, CFO Steve Carn and COO John Spegal, our management team has extensive experience in the solid waste industry, consisting of operations, acquisitions and the development of disposal capacity. Our leadership team has instituted a strong, unified corporate culture and has successfully executed a differentiated growth strategy that positions us well to capitalize on continued organic and inorganic growth initiatives. While our leadership team drives our overall strategy, our decentralized management structure facilitates local management autonomy and enables us to capitalize on growth and cost reduction opportunities at the local level. Averaging more than 20 years of industry experience, our senior management team is supported by a talented group of regional, district and general managers who execute on our strategy in their respective markets.

Our Growth Strategies

Continue to Develop Vertically Integrated Geographic Operations

        Our vertically integrated geographic operating model serves as the foundation for our business strategy. We pursue a multi-faceted growth strategy within this operating framework, including both growth within our existing network of landfill and transfer stations and expansion into additional geographies in which we establish new vertically integrated operations. Further development of our existing vertically integrated operations will allow us to capitalize on incremental growth initiatives and efficiency gains, including the internalization of additional waste streams to expand volume, increase revenue and improve profitability.

Pursue Disciplined Acquisition Strategy

        Our ability to execute value-enhancing, tuck-in acquisitions has been a core component of our growth. Since the Veolia Acquisition, we have completed 33 strategic tuck-in acquisitions at attractive EBITDA multiples. The U.S. solid waste industry remains highly fragmented, with approximately 43% of the total market consisting of either privately held providers or municipal operators. We believe that significant opportunities exist for further consolidation and that, as a result of our scale and broad geographic presence, we remain ideally positioned to capitalize on these opportunities.

        We intend to expand the scope of our operations by continuing to acquire solid waste management companies and disposal facilities in new markets and in existing or adjacent markets that are combined with, or tucked into, our existing operations. We intend to focus

 

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our acquisition efforts on markets that we believe provide significant growth opportunities. This focus typically highlights markets in which we can: (i) provide vertically integrated collection and disposal services; or (ii) provide waste collection services under exclusive arrangements. We believe that our experienced management team, decentralized operating strategy, financial strength and scale make us an attractive buyer to waste collection and disposal acquisition candidates.

Secure Additional Exclusive Municipal Contracts

        We intend to continue to devote significant resources to securing additional municipal contracts. We have established a systematic and replicable approach to municipal contract bidding and privatization opportunities. In bidding for municipal contracts, our management team draws on its experience in the solid waste industry and knowledge of local service areas in existing and target markets. Our highly aligned district and local general management and sales and marketing personnel maintain relationships with local decision-makers within their service areas and are responsible for renewing and renegotiating existing municipal contracts and securing additional agreements and contracts with attractive financial returns.

Drive Financial Performance through Operational Excellence

        We maintain a consistent operational focus on prudent cost management and pricing discipline to drive profitability. Our strategy is implemented by our district and local general managers who continuously monitor their local markets and target profit maximization rather than throughput alone. We closely align the incentive structure of our local managers to the safety and financial performance of the local operations that they oversee to drive adjusted EBITDA and operating cash flow growth at the local level. In addition to increasing earnings through this operational focus, we remain committed to financial discipline through prudent management of returns on equity and capital deployed. We seek to increase operating margins, adjusted EBITDA and cash flow from operations and drive higher returns on invested capital by implementing programs focused on areas such as sales productivity and pricing effectiveness, driver productivity and route optimization, maintenance efficiency and effective purchasing.

Invest in Strategic Infrastructure

        We will continue to invest in our strategic infrastructure to support growth and expand our adjusted EBITDA margin. Given the long remaining life of our existing network of landfills, we continuously invest resources toward the development and enhancement of our landfills to increase our disposal capacity. Similarly, we will continue to evaluate opportunities to maximize the efficiency of our collection operations. We are currently in the process of converting our collection fleet to compressed natural gas ("CNG") fueled vehicles in certain markets where we can achieve an attractive return on our investment. CNG-fueled vehicles, which can provide significant operating cost savings relative to diesel alternatives, currently comprise 12% of our routed fleet, and we continue to evaluate further conversion opportunities. We believe this will result in an improved profitability profile, as a result of the added fuel efficiency and labor savings. Finally, we have converted approximately 51% of our routed residential collection fleet to automated vehicles and continue to convert more of our routed collection fleet to automated vehicles, which should result in incremental operating cost savings. In addition to labor cost savings, management believes the shift toward an automated fleet will result in reduced injury claims and workers compensation expense.

 

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Invest in Our People

        Employing and developing a broad base of highly talented employees is essential to success in our decentralized operating model. We will continue to invest in high-quality talent in order to most effectively manage our existing operations and execute our growth strategy. We rely on managers and employees with specific local market knowledge to not only operate our business but also to identify and integrate tuck-in acquisitions and new municipal contract wins. As such, we continuously recruit and hire talented local-level employees who are capable of supporting our growth initiatives and provide the best-in-class customer service we strive to deliver.

        We have consistently realized organic growth driven by a strong, dedicated sales force. Our team of professionals has executed our sales strategy by focusing not only on growth, but also on profitability. We will continue to drive this strategy by rewarding our managers who successfully monitor their local markets and have a proven track record of achieving profitable growth. We will also invest in new sales employees and marketing initiatives within markets that further our overall vertically integrated geographic operating strategy, driving new wins, enhancing our route density and increasing volumes to landfills.

Our History

        Our predecessor company was formed in November 2000 with the vision to build a vertically integrated non-hazardous solid waste business in the Southeastern United States. Following the acquisition of Advanced Disposal Services, Inc. ("Advanced Disposal") and Interstate Waste by Highstar Capital in 2006, our management team, together with Highstar, successfully implemented growth and operational strategies to establish Advanced Disposal and Interstate Waste among the largest waste management companies in their respective markets. In addition to substantially increasing our overall scale, the Veolia Acquisition provided a synergistic overlap in key South and East market segments while establishing a strong presence in several secondary markets in the Midwest. Subsequent to the Veolia Acquisition, we divested certain operations in the Northeast and South regions, including substantially all of our New York, New Jersey, Massachusetts, Mississippi and Vermont operations, which did not align with our strategic focus. We have continued to pursue our vertically integrated approach to the market through both organic initiatives and through strategic tuck-in acquisitions, having completed 33 acquisitions since the Veolia Acquisition.

Our Corporate Information

        Our principal executive office is located at 90 Fort Wade Road, Ponte Vedra, Florida 32081. Our telephone number at that address is (904) 737-7900. Our website address is www.advanceddisposal.com. Information on our website is deemed not to be a part of this prospectus.

Our Sponsor

        Highstar Capital provides operationally focused, value-added investment management services. Since 2000, the Highstar team has managed approximately $8 billion on behalf of its managed funds and co-investment vehicles in a diversified portfolio of energy, transportation and environmental services assets and businesses.

Organizational Structure Following This Offering

        Concurrently with the consummation of this offering, Parent, which owns substantially all of the common stock of the Company, will be merged into the Company, with the Company

 

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being the surviving corporation. Parent has no assets other than the common stock of the Company and no liabilities except for liabilities under severance agreements with certain former members of management approximating $             at June 30, 2015. Star Atlantic Waste Holdings II, L.P. will become a direct shareholder in the Company following the merger. The Company will also effect a                           to 1 stock split in connection with the merger. We refer to these transactions as the "Pre-IPO Reorganization."

        The diagram below depicts our summary organizational structure following this offering:

GRAPHIC


*
Assumes no exercise of the underwriters' option to purchase additional shares of common stock.

 

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THE OFFERING

Total shares of common stock offered

               shares

Shares of common stock offered by us

 

             shares

Shares of common stock offered by the selling stockholders

 

             shares

Option to purchase additional shares

 

             shares

Shares of common stock to be outstanding immediately after this offering

 

             shares

Use of proceeds

 

We estimate that the net proceeds to us from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $         million, based on an assumed initial public offering price of $         per share, the midpoint range described on the cover of this prospectus.

 

We will not receive any proceeds from the sale of shares by the selling stockholders.

 

We intend to use the net proceeds from the sale of common stock by us in this offering to repay certain outstanding indebtedness.

 

See "Use of Proceeds."

Risk factors

 

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 17 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

Dividend policy

 

We have no current plans to pay dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. In addition, our ability to pay dividends will be limited by covenants in our existing indebtedness and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future. See "Description of Certain Indebtedness."

Proposed symbol for trading on

 

We intend to apply for listing on                           , under the symbol "ADSW".

 

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        Unless otherwise indicated, the shares of common stock outstanding after this offering and information based thereon excludes:

                 shares of common stock available for future issuance under our new omnibus executive compensation plan; and

                 shares of common stock issuable pursuant to the underwriters' option to purchase             additional shares of common stock from us.

All share numbers have been adjusted for the             for 1 stock split effected in connection with the Pre-IPO Reorganization.

All share numbers assume an initial public offering price of $         per share, the midpoint of the range described on the cover of this prospectus.

 

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

        The following table summarizes our historical consolidated financial information for the periods and as of the dates indicated. The summary historical unaudited consolidated financial information as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 is derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial information as of June 30, 2014 is derived from our unaudited condensed consolidated financial statements not included in this prospectus. Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such financial statements in all material respects.

        The summary historical consolidated financial information as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 is derived from our audited consolidated financial statements included elsewhere in this prospectus. The summary historical consolidated financial information as of December 31, 2012 is derived from our audited consolidated financial statements not included in this prospectus.

        The financial data set forth in the following tables should be read in conjunction with our historical consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year or any future period.

 

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  Six Months Ended
June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012  
 
  (in millions, except per share data and percentages)
 

Consolidated Statement of Operations Data (a):

                               

Service revenues

  $ 685.5   $ 681.1   $ 1,403.0   $ 1,319.1   $ 537.9  

Costs and expenses:

                               

Operating

    428.9     441.3     896.1     832.8     336.7  

Selling, general and administrative (b)

    72.9     80.1     154.9     170.9     101.0  

Depreciation and amortization

    127.4     132.9     271.4     278.9     104.1  

Acquisition and development costs            

    1.1         0.1     1.2     1.2  

Loss on disposal of businesses and assets

    11.1     0.8     1.2     2.6     2.1  

Asset impairment, including goodwill (c)

    6.4         5.3     0.6     43.7  

Restructuring

        2.0     4.6     10.0     9.9  

    647.8     657.1     1,333.6     1,297.0     598.7  

Operating income (loss)

    37.7     24.0     69.4     22.1     (60.8 )

Interest expense

    (69.8 )   (70.4 )   (141.5 )   (163.1 )   (49.4 )

Other income/(expense), net (d)

    3.7     1.4     (25.9 )   0.3     (8.1 )

Loss before income taxes

    (28.4 )   (45.0 )   (98.0 )   (140.7 )   (118.3 )

Benefit for income taxes (e)

    (9.1 )   (10.8 )   (80.6 )   (45.4 )   (13.5 )

Net loss from continuing operations

    (19.3 )   (34.2 )   (17.4 )   (95.3 )   (104.8 )

(Loss) income from discontinued operations, net of tax (f)

        (0.5 )   0.3     (22.5 )   (89.2 )

Net loss

    (19.3 )   (34.7 )   (17.1 )   (117.8 )   (194.0 )

Less: net loss attributable to non-controlling interest

                    (1.4 )

Net loss attributable to ADS Waste Holdings, Inc. 

  $ (19.3 ) $ (34.7 ) $ (17.1 ) $ (117.8 ) $ (192.6 )

Loss from continuing operations per share:

                               

Basic loss per share

  $ (19,300 ) $ (34,200 ) $ (17,400 ) $ (95,300 ) $ (103,400 )

Diluted loss per share

                     

Net loss per share:

                               

Basic loss per share

  $ (19,300 ) $ (34,700 ) $ (17,100 ) $ (117,800 ) $ (192,600 )

Diluted loss per share

                     

Pro forma net loss per share:

                               

Basic loss per share

  $     $     $     $     $    

Diluted loss per share

                               

Consolidated Statement of Cash Flows Data:

   
 
   
 
   
 
   
 
   
 
 

Net cash provided by operating activities

  $ 129.3   $ 101.4   $ 243.2   $ 180.3   $ 55.2  

Net cash used in investing activities

  $ (85.3 ) $ (104.5 ) $ (201.2 ) $ (154.8 ) $ (1,980.5 )

Net cash (used in)/provided by financing activities

    (35.7 )   (4.1 )   (53.0 )   (32.3 )   1,937.2  

Consolidated Balance Sheet Data (at period end):

   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 3,502.6   $ 3,573.0   $ 3,550.0   $ 3,626.8   $ 3,785.3  

Debt, including current portion (g)

    2,316.8     2,361.8     2,327.2     2,360.6     2,366.2  

Total ADS Waste Holdings, Inc. stockholders' equity

    501.9     515.6     528.9     551.5     662.5  

Other Data:

   
 
   
 
   
 
   
 
   
 
 

Adjusted EBITDA from continuing operations (h)

  $ 181.8   $ 173.0   $ 376.9     362.2     142.8  

Adjusted EBITDA margin from continuing operations (i)

    26.5 %   25.4 %   26.9 %   27.5 %   26.5 %

Free cash flow (j)

  $ 42.1   $ 35.2   $ 92.9   $ 70.0   $ 7.0  

(a)
We completed the Veolia Acquisition on November 20, 2012 and the results of operations have been consolidated from the date of acquisition.

(b)
Includes stock-based compensation expense. Stock based compensation expense for all periods presented was determined using the fair value method set forth in ASC 718, "Compensation—Stock Compensation."

(c)
For the six months ended June 30, 2015, we recorded an impairment charge of $6.4 million in connection with the strategic decision to divest certain businesses in the South region and the decision not to pursue a landfill permit. In fiscal 2014, we recorded an impairment charge of $5.3 million in connection with the decision to divest a small brokerage business. In fiscal 2012, we recorded an impairment charge of $43.7 million in connection with recoverability testing performed on a long-lived asset.

(d)
Amounts included in other income/(expense) net for the six months ended June 30, 2015 and fiscal 2014 contain unrealized and realized losses related to fuel derivative instruments of $0.2 million and $27.3 million, respectively, and a gain on the sale of a debt investment security of $2.5 million for the six months ended June 30, 2015.

 

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(e)
In fiscal 2014, we completed a legal entity reorganization to achieve administrative efficiencies and as such recorded a valuation allowance release of $51.4 million related to certain net operating losses that are more likely than not to be utilized.

(f)
Amounts represent those operations that are considered to be discontinued operations. Refer to Note 4 "Discontinued Operations" in our audited consolidated financial statements included elsewhere in this prospectus for further information.

(g)
Total debt includes capital lease obligations of $24.7 million, $19.2 million, $23.3 million, $15.4 million and $12.3 million at June 30, 2015 and 2014 and December 31, 2014, 2013, and 2012, respectively.

(h)
We define EBITDA as net income (loss) from continuing operations plus interest, taxes and depreciation and amortization. We define adjusted EBITDA as EBITDA adjusted to exclude non-cash and non-recurring items as well as other adjustments permitted in calculating covenant compliance under the agreements governing our outstanding debt securities and credit facilities. We believe adjusted EBITDA is useful to investors in evaluating our performance compared to other companies in our industry, because it eliminates the effect of financing, income taxes and the accounting effects of capital spending as well as certain items that are not indicative of our performance on an ongoing basis, thereby providing additional information regarding our ability to service and/or incur debt. EBITDA and adjusted EBITDA are non-GAAP measures and, when analyzing our operating performance, investors should not consider EBITDA and adjusted EBITDA in isolation or as substitutes for net income, cash flows from operating activities or other statement of operations or cash flow statement data prepared in accordance with GAAP. Our calculations of EBITDA and adjusted EBITDA are not necessarily comparable to those of similarly titled measures provided by other companies. The following table sets forth a reconciliation of EBITDA and adjusted EBITDA to net loss.

 
  Six Months
Ended
June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012  
 
  (in millions, except percentages)
 

Net loss

  $ (19.3 ) $ (34.7 ) $ (17.1 ) $ (117.8 ) $ (194.0 )

Less loss from discontinued operations, net

        (0.5 )   0.3     (22.5 )   (89.2 )

Loss from continuing operations

    (19.3 )   (34.2 )   (17.4 )   (95.3 )   (104.8 )

Additions/deductions:

                               

Income tax benefit

    (9.1 )   (10.8 )   (80.6 )   (45.4 )   (13.5 )

Interest expense

    69.8     70.4     141.5     163.1     49.4  

Depreciation and amortization

    127.4     132.9     271.4     278.9     104.1  

Accretion on landfill retirement obligations

    6.7     6.2     13.5     13.7     8.0  

Accretion on loss contracts and other long-term liabilities

    0.4     0.5     0.9     0.4      

EBITDA from continuing operations

    175.9     165.0     329.3     315.4     43.2  

EBITDA adjustments:

                               

Acquisition and development costs

    1.1         0.1     1.2     1.2  

Stock option vesting

    1.2     1.4     2.1     4.6     1.3  

Earnings in equity investee, net

    (0.4 )   0.3     (0.1 )   (0.3 )   (0.2 )

Restructuring charges

        2.0     4.6     10.0     9.9  

Loss on disposal of businesses and assets

    11.1     0.8     1.2     2.6     2.1  

Asset impairment, including goodwill

    6.4         5.3     2.9     43.7  

Unrealized (gain) loss on fuel derivative instruments

    (10.9 )       27.3          

Gain on redemption of security

    (2.5 )                

Debt conversion and early extinguishment of debt

                    9.4  

Rebranding and integration costs

        3.5     7.1     25.8     32.2  

Other non-cash income

    (0.2 )                

Adjusted EBITDA from continuing operations

  $ 181.7   $ 173.0   $ 376.9   $ 362.2   $ 142.8  

Revenue from continuing operations

  $ 685.5   $ 681.1   $ 1,403.0   $ 1,319.1   $ 537.9  

Adjusted EBITDA margin from continuing operations

   
26.5

%
 
25.4

%
 
26.9

%
 
27.5

%
 
26.5

%
(i)
Adjusted EBITDA margin is defined as adjusted EBITDA divided by revenue from continuing operations.

 

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(j)
Free cash flow is defined as net cash provided by operating activities less capital expenditures (purchases of property and equipment net of proceeds from the sale of property and equipment). The following table sets forth a reconciliation of free cash flow to net cash provided by operating activities.

 
  Six Months
Ended
June 30,
  Year Ended December 31,  
 
  2015   2014   2014   2013   2012  
 
  (in millions, except percentages)
 

Net cash provided by operating activities

  $ 129.3   $ 101.4   $ 243.2   $ 180.3   $ 55.2  

Purchases of property & equipment *

    (89.7 )   (75.0 )   (166.0 )   (158.1 )   (86.4 )

Proceeds from sale of property & equipment

    0.7     1.2     3.0     3.4     1.5  

Free cash flow

    40.3     27.6     80.2     25.6     (29.7 )

Restructuring payments

    1.8     4.1     5.6     8.7     4.5  

Rebranding & integration costs associated with the acquisition of Veolia

        3.5     7.1     35.7     32.2  

Adjusted free cash flow

  $ 42.1   $ 35.2   $ 92.9   $ 70.0   $ 7.0  

Revenue from continuing operations

  $ 685.5   $ 681.1   $ 1,403.0   $ 1,319.1   $ 537.9  

Revenue from discontinued operations

        0.4     0.4     104.3     127.6  

Total revenue

  $ 685.5   $ 681.5   $ 1,403.4   $ 1,423.4   $ 665.5  

Adjusted free cash flow as a percentage of total revenue

    6.1 %   5.2 %   6.6 %   4.9 %   1.1 %

Capital expenditures as a percentage of total revenue *

    13.1 %   11.0 %   11.8 %   11.1 %   13.0 %

*
The six months ended June 30, 2014 excludes the impact of land purchase for future airspace of $8.8 million at one landfill and capital related to the start of a major municipal contract of $19.1 million. The fiscal year ended December 31, 2014 excludes the impact of land purchases for future airspace of $8.8 million at one landfill and capital related to the start of a major municipal contract of $21.6 million.

 

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with the risks and uncertainties described elsewhere in this prospectus, including our consolidated financial statements and the related notes contained elsewhere in this prospectus, before you decide to purchase shares of our common stock. If any of the following risks or uncertainties actually occurs, our business, financial condition, results of operations, cash flow and prospects could be materially and adversely affected. As a result, the price of our common stock could decline and you could lose all or part of your investment in our common stock.

Risks Related to Our Business

We have a history of losses and may not achieve or sustain profitability in the future.

        We incurred net losses of $17.1 million, $117.8 million and $192.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, and $19.3 million and $34.7 million for the six month periods ended June 30, 2015 and 2014, respectively. We may not achieve profitability in the foreseeable future, if at all. Although our revenue has increased in recent periods, we may not be able to sustain this revenue growth. In addition, our operating expenses have increased with our revenue growth.

We operate in a highly competitive industry and may not be able to compete effectively with larger and better capitalized companies and governmental service providers.

        Our industry is highly competitive and requires substantial labor and capital resources. Some of the markets in which we compete or plan to compete are served by one or more large, national companies, as well as by regional and local companies of varying sizes and resources, some of which may have accumulated substantial goodwill in their markets. Some of our competitors may also be better capitalized than we are, have greater name recognition than we do or be able to provide or be willing to bid their services at a lower price than we may be willing to offer. Our inability to compete effectively could hinder our growth or adversely impact our operating results.

        We also compete with counties, municipalities and solid waste districts that maintain or could in the future choose to maintain their own waste collection and disposal operations, including through the implementation of flow control ordinances or similar legislation. These operators may have financial advantages over us because of their access to user fees and similar charges, tax revenues, tax-exempt financing or government subsidies.

We may lose contracts through competitive bidding, early termination or governmental action.

        We derive a significant portion of our revenues from markets in which we have exclusive arrangements, including municipal contracts. Our municipal contracts are for a specified term and are or will be subject to competitive bidding in the future. Although we intend to bid on additional municipal contracts in our target markets, we may not always, or ever, be the successful bidder. In addition, some or all of our customers, including municipalities, may terminate their contracts with us prior to their scheduled expiration dates. Similar risks may affect contracts that we are awarded to operate municipally owned assets, such as landfills.

        Governmental action may also affect our exclusive arrangements. Municipalities may annex unincorporated areas within counties where we provide collection services. As a result, our customers in such annexed areas may be required to obtain services from competitors

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that have been franchised by the annexing municipalities to provide those services. In addition, municipalities in which we provide services on a competitive basis may elect to franchise those services. Unless we are awarded franchises by these municipalities, we will lose customers. Municipalities may also decide to directly provide services to their residents, on an optional or mandatory basis, which may cause us to lose customers. If we are not able to replace lost revenues resulting from unsuccessful competitive bidding, early termination or the renegotiation of existing contracts with other revenues within a reasonable time period, our results of operations and financial condition could be adversely affected.

Our results are vulnerable to economic conditions.

        Our business and financial results would be harmed by downturns in the general economy, or in the economy of the regions in which we operate as well as other factors affecting those regions. In an economic slowdown, we experience the negative effects of decreased waste generation, increased competitive pricing pressure, customer turnover, reductions in customer service requirements, and customer business closings and bankruptcies. Two lines of business that could see a more immediate impact would be construction and demolition and special waste disposal. In addition, a weaker economy may result in declines in recycled commodity prices. Worsening economic conditions or a prolonged or recurring economic recession could adversely affect our operating results and expected seasonal fluctuations. Further, we cannot assure you that any improvement in economic conditions after such a downturn will result in positive improvement in our operating results or cash flows.

Some of our customers, including governmental entities, have suffered financial difficulties affecting their credit risk, which could negatively impact our operating results.

        We provide service to a number of governmental entities and municipalities, some of which have suffered significant financial difficulties due to the downturn in the economy, reduced tax revenue and/or high cost structures. Some of these entities could be unable to pay amounts owed to us or renew contracts with us at previous or increased rates. Many non-governmental customers have also suffered serious financial difficulties, including bankruptcy in some cases. Purchasers of our recyclable commodities can be particularly vulnerable to financial difficulties in times of commodity price volatility. The inability of our customers to pay us in a timely manner or to pay increased rates, particularly large national accounts, could negatively affect our operating results.

Our financial and operating performance may be affected by the inability in some instances to renew landfill permits, obtain new landfills or expand existing ones. Further, the cost of operation and/or future construction of our existing landfills may become economically unfeasible causing us to abandon or cease operations.

        We currently own or operate 39 active landfills. Our ability to meet our financial and operating objectives may depend in part on our ability to acquire, lease or renew landfill permits, expand existing landfills and develop new landfill sites. It has become increasingly difficult and expensive to obtain required permits and approvals to build, operate and expand solid waste management facilities, including landfills and transfer stations. Operating permits for landfills in states where we operate generally must be renewed periodically (typically, every five to ten years). These operating permits often must be renewed several times during the permitted life of a landfill pursuant to a process that is often time-consuming, requires numerous hearings and compliance with zoning, environmental and other requirements, is frequently challenged by special interest and other groups and may result in the denial of a

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permit or renewal, the award of a permit or renewal for a shorter duration than we believed was otherwise required by law or the imposition of burdensome terms and conditions that may adversely affect our results of operations. We may not be able to obtain new landfill sites in order to expand into new, non-exclusive markets or expand existing landfill sites in order to support acquisitions and internal growth in our existing markets because increased volumes would further shorten the lives of these landfills. In July 2013, we were ordered to close existing landfill space at our Moretown, Vermont landfill facility. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Landfill Accounting—Amortization of Landfill Assets."

We could be precluded from entering into or maintaining permits or certain contracts if we are unable to obtain sufficient third-party financial assurance or adequate insurance coverage.

        Public solid waste collection, recycling and disposal contracts, obligations associated with landfill closure and post-closure monitoring typically require us to obtain performance or surety bonds, letters of credit or other means of financial assurance to secure our contractual performance. We currently obtain performance and surety bonds from multiple financial institutions. However, if we are unable to obtain financial assurance in the future in sufficient amounts from appropriately rated sureties or at acceptable rates, we could be precluded from entering into additional municipal contracts or from obtaining or retaining landfill management contracts or operating permits. Any future difficulty in obtaining insurance could also impair our ability to secure future contracts conditioned upon having adequate insurance coverage.

Our accruals for our landfill site closure and post-closure costs and contamination-related costs may be inadequate.

        We are required to pay capping, closure and post-closure maintenance costs for all of our landfill sites. Our obligations to pay closure or post-closure costs or other contamination-related costs may exceed the amount we have accrued and reserved and other amounts available from funds or reserves established to pay such costs. In addition, subsequent to the completion or closure of a landfill site, we may be liable for unforeseen environmental issues, which could result in our payment of substantial remediation costs that could adversely affect our financial condition or operating results. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Landfill Accounting—Amortization of Landfill Assets."

Our business requires a high level of capital expenditures.

        Our business is capital-intensive. We must use a substantial portion of our cash flows from operating activities toward capital expenditures, which reduces our flexibility to use such cash flows for other purposes, such as reducing our indebtedness. Our capital expenditures could increase if we make acquisitions or further expand our operations or as a result of factors beyond our control, such as changes in federal, state, local or non-U.S. governmental requirements. The amount that we spend on capital expenditures may exceed current expectations, which may require us to obtain additional funding for our operations or impair our ability to grow our business.

We may engage in strategic acquisitions in the future, which may pose significant risks and could have an adverse effect on our operations.

        We seek to grow through strategic acquisitions in addition to internal growth. We may engage in acquisitions in order to acquire or develop additional disposal capacity or

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businesses that are complementary to our core business strategy. We expect that increased consolidation in the solid waste services industry will continue to reduce the number of attractive acquisition candidates. If we identify suitable acquisition candidates, we may be unable to negotiate successfully their acquisition at a price or on terms and conditions acceptable to us, including as a result of the limitations imposed by our debt obligations. We may have to borrow money or incur liabilities in order to finance any future obligations and we may not be able to do so on terms favorable to us or at all. In addition, we may be unable to obtain the necessary regulatory approvals to complete potential acquisitions. The integration of acquired businesses and other assets may require significant management time and resources that would otherwise be available for the ongoing management of our existing operations. Furthermore, acquired assets may be subject to liabilities and risks that were not identified at the time they were acquired.

A portion of our growth and future financial performance depends on our ability to integrate acquired businesses and the success of our acquisitions.

        One component of our growth strategy involves achieving economies of scale and operating efficiencies by growing through acquisitions. We may not achieve these goals unless we are able effectively to combine the operations of acquired businesses with our existing operations. Similar risks may affect contracts that we are awarded to operate municipally-owned assets, such as landfills. In addition, we are not always able to control the timing of our acquisitions. Our inability to complete acquisitions within the time frames that we expect may cause our operating results to be less favorable than expected, which could cause our stock price to decline.

        Even if we are able to make acquisitions on advantageous terms and are able to integrate them successfully into our operations and organization, some acquisitions may not fulfill our anticipated financial or strategic objectives in a given market due to factors that we cannot control, such as market conditions, including the price of crude oil, market position, competition, customer base, loss of key employees, third-party legal challenges or governmental actions. In addition, we may change our strategy with respect to a market or acquired businesses and decide to sell such operations at a loss, or keep those operations and recognize an impairment of goodwill and/or intangible assets. Similar risks may affect contracts that we are awarded to operate municipally owned assets, such as landfills.

Each business that we acquire or have acquired may have liabilities or risks that we fail or are unable to discover, or that become more adverse to our business than we anticipated at the time of acquisition.

        It is possible that the operations or sites we have acquired in the past, or which we may acquire in the future, have liabilities or risks in respect of former or existing operations or properties, or otherwise, which we have not been able to identify and assess through our due diligence investigations. As a successor owner, we may be legally responsible for those liabilities that arise from businesses that we acquire. Even if we obtain legally enforceable representations, warranties and indemnities from the sellers of such businesses, they may not cover the liabilities fully or the sellers may not have sufficient funds to perform their obligations. Some environmental liabilities, even if we do not expressly assume them, may be imposed on us under various regulatory schemes and other applicable laws regardless of whether we caused or contributed to any conditions that result in such liabilities. In addition, our insurance program may not cover such sites and will not cover liabilities associated with some environmental issues that may have existed prior to attachment of coverage. A successful uninsured claim against us could harm our financial condition or operating results.

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Furthermore, risks or liabilities of which we are unaware or we judge to be not material or remote at the time of acquisition may develop into more serious risks to our business. Any adverse outcome resulting from such risks or liabilities could harm our operations and financial results and create negative publicity, which could damage our reputation, competitive position and stock price.

The seasonal nature of our business and "event-driven" waste projects cause our results to fluctuate.

        Based on historic trends, we expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters, and lower in the fourth quarter than in the second and third quarters. This seasonality reflects the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during the winter months in the U.S., and reduced drilling activity during harsh weather conditions. Conversely, mild winter weather conditions may reduce demand for oil and natural gas, which may cause our customers to curtail their drilling programs, which could result in production of lower volumes of waste.

        Our business is located mainly in the Southern, Midwestern and Eastern United States. Therefore, our business, financial condition and results of operations are susceptible to downturns in the general economy in these geographic regions and other factors affecting the regions, such as state regulations and severe weather conditions.

        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 waste, resulting in higher disposal costs, which are calculated on a per ton basis, and increased leachate disposal costs. Certain weather conditions, including severe storms, may result in temporary suspension of our operations, which can significantly impact the operating results of the affected areas. Conversely, weather-related occurrences and other "event-driven" waste projects can boost revenues through heavier weight loads or additional work for a limited time period. These factors impact period-to-period comparisons of financial results.

We may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, result in adverse judgments, settlements or fines and create negative publicity.

        Individuals, citizens groups, trade associations, community groups or environmental activists may bring actions against us in connection with our operations that could interrupt or limit the scope of our business. Many of these matters raise difficult and complicated factual and legal issues and are subject to uncertainties and complexities. The timing of the final resolutions to lawsuits, regulatory inquiries, and governmental and other legal proceedings is uncertain. Additionally, the possible outcomes or resolutions to these matters could include adverse judgments or settlements, either of which could require substantial payments or other financial obligations. Any adverse outcome in such proceedings could harm our operations and financial results and create negative publicity, which could damage our reputation and competitive position. See "Business—Legal Proceedings."

Fuel supply and prices may fluctuate significantly and we may not be able to pass on cost increases to our customers.

        The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances, as well as other factors outside our control, such as actions by

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the Organization of the Petroleum Exporting Countries and other gas producers, regional production patterns, weather conditions, political instability in oil and gas producing regions and environmental concerns. We rely on fuel to run our collection and transfer trucks and our equipment used in our transfer stations and landfill operations. Supply shortages could substantially increase our operating expenses. Additionally, as fuel prices increase, our direct and indirect operating expenses increase and many of our vendors raise their prices as a means to offset their own rising costs.

        To manage our exposure to volatility in fuel prices, we enter into fuel derivative contracts as a risk management tool to mitigate the potential impact of certain market risks associated with fluctuations in fuel prices; however, because energy prices can fluctuate significantly in a relatively short amount of time, we must also continually monitor and adjust our risk management strategies to address not only fuel price increases, but also fuel price volatility. As evidenced by the extreme decline in diesel fuel prices during the fourth quarter of 2014, diesel fuel prices are subject to significant volatility based on a variety of factors. In addition, the cost of these risk management tools generally increases with sustained high potential for volatility in the fuel market. During 2014, we utilized fuel derivative contracts to manage approximately 4.9 million gallons of our fuel purchases. We have utilized fuel derivative contracts to manage 11.9 million gallons as of June 30, 2015, and will utilize fuel derivative contracts to manage 11.9 million gallons for the last half of 2015. For 2016, we will utilize fuel derivative contracts to manage 13.4 million gallons. We may realize losses from these fuel derivative contracts.

        A portion of our contracts have cost pass-through provisions pursuant to which we pass through to our customers the incremental cost or benefit from higher or lower fuel prices, respectively. Since we economically hedge our fuel costs, depending on the extent and level of our fuel derivative contracts, we are subject to the risk that fuel prices will fall below the level of our fuel derivative contracts and we will have to pass such lower prices through to our customers resulting in lower fuel fee revenue, even though our fuel costs remain higher under our fuel derivative contracts.

        Over the last several years, regulations have been adopted mandating changes in the composition of fuels for motor vehicles. The renewable fuel standards that the United States Environmental Protection Agency (the "EPA") sets annually affect the type of fuel our motor vehicle fleet uses. Pursuant to the Energy Independence and Security Act of 2007, the EPA establishes annual renewable fuel volume requirements and separate volume requirements for four different categories of renewable fuels (renewable fuel, advanced biofuel, cellulosic biofuel and biomass-based diesel). These volume requirements set standards for the proportion of refiners' or importers' total fuel volume that must be renewable and must take into account the fuels' impact on reducing greenhouse gas ("GHG") emissions. These regulations are one of many factors that may affect the cost of the fuel we use.

        Our operations also require the use of products (such as liners at our landfills) the costs of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs. We are also susceptible to increases in indirect fuel fees from our vendors.

We are expanding our CNG truck fleet, which makes us increasingly dependent on the availability of CNG and CNG fueling infrastructure and vulnerable to CNG prices.

        We currently operate CNG trucks which make up a portion of our fleet. We plan to continue to transition an additional portion of our collection fleet from diesel fuel to CNG. However, CNG is not yet broadly available in North America; as a result, we have constructed

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and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties. Until the public and third parties in North America broadly adopt CNG, which may not be on the timetable we anticipate, it will remain necessary for us to invest capital in CNG fueling infrastructure in order to power our CNG fleet. Concerns have been raised about the potential for emissions from fueling infrastructure that serve natural gas-fueled vehicles. New regulation of, or restrictions on, CNG fueling infrastructure or reductions in associated tax incentives could increase our operating costs.

        Additionally, fluctuations in the price and supply of CNG could substantially increase our operating expenses, and a reduction in the existing cost differential between CNG and diesel fuel could materially reduce the benefits we anticipate from our investment in CNG vehicles.

Fluctuations in the prices of commodities may adversely affect our financial condition, results of operations and cash flows.

        We collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties. Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials fluctuate due to changes in economic conditions and numerous other factors beyond our control. These fluctuations may affect our financial condition, results of operations and cash flows.

Increases in labor and disposal and related transportation costs could impact our financial results.

        Our continued success will depend on our ability to attract and retain qualified personnel. We compete with other businesses in our markets for qualified employees. From time to time, the labor supply is tight in some of our markets. A shortage of qualified employees, such as truck drivers or mechanics, would require us to enhance our wage and benefits packages to compete more effectively for employees, to hire more expensive temporary employees or to contract for services with more expensive third-party vendors. Labor is one of our highest costs and relatively small increases in labor costs per employee could materially affect our cost structure. If we fail to attract and retain qualified employees, control our labor costs during periods of declining volumes or recover any increased labor costs through increased prices we charge for our services or otherwise offset such increases with cost savings in other areas, our operating margins could suffer. Disposal and related transportation costs are a significant cost category for us. If we incur increased disposal and related transportation costs to dispose of solid waste and if we are unable to pass these costs on to our customers, our operating results would suffer.

Efforts by labor unions could divert management attention and adversely affect operating results.

        From time to time, labor unions attempt to organize our employees. Some groups of our employees are represented by unions, and we have negotiated collective bargaining agreements with most of these groups. We are currently engaged in negotiations with other groups of employees represented by unions. Additional groups of employees may seek union representation in the future. From time to time, we are subject to unfair labor practice charges, complaints and other legal, administrative and arbitration proceedings initiated against us by unions, the National Labor Relations Board or our employees, which could negatively impact our operating results. Negotiating collective bargaining agreements could divert management attention, which could also adversely affect operating results. If we are unable to negotiate acceptable collective bargaining agreements, we may be subject to labor

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disruptions, such as union-initiated work stoppages, including strikes. Depending on the type and duration of any labor disruptions, our operating expenses could increase significantly, which could adversely affect our financial condition, results of operations and cash flows.

We could face significant withdrawal liability if we withdraw either individually or as part of a mass withdrawal from participation in any underfunded multiemployer pension plans in which we participate.

        We participate in a number of "multiemployer" pension plans administered by employer and employee trustees. We make periodic contributions to these plans pursuant to our various contractual obligations to do so. In the event that we withdraw from participation in or otherwise cease our contributions to one of these plans, then applicable law regarding withdrawal liability could require us to make additional contributions to the plan if it is underfunded, and we would have to reflect that as an expense in our consolidated statement of operations and as a liability on our consolidated balance sheet. Our withdrawal liability that would be paid to any multiemployer plan would depend on the extent of the plan's funding of vested benefits. In the ordinary course of our renegotiation of collective bargaining agreements with labor unions that participate in these plans, we may decide to discontinue participation in a plan, and in that event, we could face a withdrawal liability. Some multiemployer plans in which we participate may from time to time have significant underfunded liabilities. Such underfunding could increase the size of our potential withdrawal liability.

Increases in insurance costs and the amount that we self-insure for various risks could reduce our operating margins and reported earnings.

        We maintain high deductible insurance policies for automobile, general, employer's, environmental, directors' and officers', employment practices and fiduciary liability as well as for employee group health insurance, property insurance and workers' compensation. We carry umbrella policies for certain types of claims to provide excess coverage over the underlying policies and per incident deductibles. The amounts that we self-insure could cause significant volatility in our operating margins and reported earnings based on the occurrence and claim costs of incidents, accidents, injuries and adverse judgments. Our insurance accruals are based on claims filed and estimates of claims incurred but not reported and are developed by our management with assistance from our third-party actuary and our third-party claims administrator. To the extent these estimates are inaccurate, we may recognize substantial additional expenses in future periods that would reduce operating margins and reported earnings. From time to time, actions filed against us include claims for punitive damages, which are generally excluded from coverage under all of our liability insurance policies. A punitive damage award could have an adverse effect on our reported earnings in the period in which it occurs. Significant increases in premiums on insurance that we retain also could reduce our margins.

We may record material charges against our earnings due to any number of events that could cause impairments to our assets.

        In accordance with GAAP, we capitalize certain expenditures and advances relating to disposal site development, expansion projects, acquisitions, software development costs and other projects. Events that could, in some circumstances, lead to an impairment include, but are not limited to, shutting down a facility or operation or abandoning a development project or the denial of an expansion permit. Additionally, declining waste volumes and development of, and customer preference for, alternatives to traditional waste disposal could warrant asset

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impairments. If we determine an asset or expansion project is impaired, we will charge against earnings any unamortized capitalized expenditures and advances relating to such asset or project reduced by any portion of the capitalized costs that we estimate will be recoverable, through sale or otherwise. We also carry a significant amount of goodwill on our Consolidated Balance Sheet, which is required to be assessed for impairment annually, and more frequently in the case of certain triggering events. We may be required to incur charges against earnings if such impairment tests indicate that the fair value of a reporting unit is below its carrying value. Any such charges could have a material adverse effect on our results of operations.

We depend significantly on the services of the members of our senior, regional and local management teams, and the departure of any of those persons could cause our operating results to suffer.

        Our success depends significantly on the continued individual and collective contributions of our senior, regional and local management teams. The loss of the services of any member of our senior, regional or local management or the inability to hire and retain experienced management personnel could have a material adverse effect on us.

If we are not able to develop new service offerings or if a competitor develops or obtains exclusive rights to a breakthrough technology, our financial results may suffer.

        Our existing and proposed service offerings to customers may require that we invest in, develop or license, and protect, new technologies. We may experience difficulties or delays in the research, development, production or marketing of new services, which may negatively impact our operating results and prevent us from recouping or realizing a return on the investments required to bring new services to market. We and others in the industry are increasingly focusing on new technologies that provide alternatives to traditional disposal and maximize the resource value of waste. If a competitor develops or obtains exclusive rights to a breakthrough technology that provides a revolutionary change in traditional waste management, our financial results may suffer.

We are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely affected.

        We may experience problems with the operation of our current information technology systems or the technology systems of third parties on which we rely, as well as the development and deployment of new information technology systems, that could adversely affect, or even temporarily disrupt, all or a portion of our operations until resolved. Inabilities and delays in implementing new systems can also affect our ability to realize projected or expected cost savings. Despite the implementation of network security measures, our information technology could be penetrated by outside parties (such as computer hackers or cyber terrorists) intent on extracting information, corrupting information or disrupting business processes. Such unauthorized access could disrupt our business and could result in a loss of assets or reputational damage. Additionally, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws.

Our business is subject to operational and safety risks, including the risk of personal injury to employees and others.

        Provision of environmental and waste management services involves risks, such as truck accidents, equipment defects, malfunctions and failures and natural disasters, which could potentially result in releases of hazardous materials, injury or death of employees and others

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or a need to shut down or reduce operation of our facilities while remedial actions are undertaken. These risks expose us to potential liability for pollution and other environmental damages, personal injury, loss of life, business interruption and property damage or destruction.

        While we seek to minimize our exposure to such risks through comprehensive training and compliance programs, as well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable insurance, our business, results of operations and financial condition could be adversely affected.

The adoption of new accounting standards or interpretations could adversely affect our financial results.

        Our implementation of and compliance with changes in accounting rules and interpretations could adversely affect our operating results or cause unanticipated fluctuations in our results in future periods. The accounting rules and regulations that we must comply with are complex and continually changing. Recent actions and public comments from the U.S. Securities and Exchange Commission (the "SEC") have focused on the integrity of financial reporting generally. The Financial Accounting Standards Board (the "FASB") has recently introduced several new or proposed accounting standards, or is developing new proposed standards, which would represent a significant change from current industry practice. In addition, many companies' accounting policies are being subjected to heightened scrutiny by regulators and the public. While our financial statements have been prepared in accordance with GAAP, we cannot predict the impact of future changes to accounting principles or our accounting policies on our financial statements going forward.

We are subject to substantial governmental regulation and failure to comply with these requirements, as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgments, and impose limits on our ability to operate and expand.

        We are subject to potential liability and restrictions under environmental laws and regulations, including those relating to the transportation, recycling, treatment, storage and disposal of wastes, discharges of pollutants to air and water, and the remediation of contaminated soil, surface water and groundwater. The waste management industry has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as attempts to further regulate the industry, including efforts to regulate the emission of GHG. Our operations are subject to a wide range of federal, state and, in some cases, local environmental, odor and noise and land use restrictions. Further restrictions could include:

    limitations on siting and constructing new waste disposal, transfer, recycling or processing facilities or on expanding existing facilities;

    regulations or levies on collection and disposal prices, rates and volumes;

    limitations or bans on disposal or transportation of out-of-state waste or certain categories of waste;

    mandates regarding the management of solid waste, including requirements to recycle, divert or otherwise process certain waste, recycling and other streams; or

    limitations or restrictions on the recycling, processing or transformation of waste, recycling and other streams.

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        Regulations affecting the siting, design and closure of landfills could require us to undertake investigatory or remedial activities, curtail operations or close landfills temporarily or permanently. Future changes in these regulations may require us to modify, supplement or replace equipment or facilities. The costs of complying with these regulations could be substantial. In order to develop, expand or operate a landfill or other waste management facility, we must have various facility permits and other governmental approvals, including those relating to zoning, environmental protection and land use. These permits and approvals are often difficult, time consuming and costly to obtain and could contain conditions that limit our operations.

        We also have significant financial obligations relating to final capping, closure, post-closure and environmental remediation at our existing landfills. We establish accruals for these estimated costs, but we could underestimate such accruals. Environmental regulatory changes could accelerate or increase capping, closure, post-closure and remediation costs, requiring our expenditures to materially exceed our current accruals.

        Legislation allowing restrictions on interstate transportation of out-of-state or out-of-jurisdiction waste and certain types of flow control, or judicial interpretations of interstate waste and flow control legislation, could adversely affect our solid and hazardous waste management services.

        Additionally, regulations establishing extended producer responsibility ("EPR") are being considered or implemented in many places around the world, including in the U.S. EPR regulations are designed to place either partial or total responsibility on producers to fund the post-use life cycle of the products they create. Along with the funding responsibility, producers may be required to take over management of local recycling programs by taking back their products from end users or managing the collection operations and recycling processing infrastructure. There is no federal law establishing EPR in the U.S.; however, state and local governments could, and in some cases have, taken steps to implement EPR regulations. If wide-ranging EPR regulations were adopted, they could have a fundamental impact on the waste streams we manage and how we operate our business, including contract terms and pricing. A significant reduction in the waste, recycling and other streams we manage could have a material adverse effect on our financial condition, results of operations and cash flows.

        Enforcement or implementation of foreign regulations can affect our ability to export products. In 2013, the Chinese government began to strictly enforce regulations that establish limits on moisture and non-conforming materials that may be contained in imported recycled paper and plastics. The higher quality expectations resulting from initiatives such as Operation Green Fence can drive up operating costs in the recycling industry, particularly for single stream materials recovery facilities ("MRFs"). Single stream MRFs process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, which results in increased processing and residual disposal costs. If Operation Green Fence or other similar initiatives or new regulations increase our operating costs in the future, and we are not able to recapture those costs from our customers, such regulations could have a material adverse effect on our results of operations.

        If we are not able to comply with the requirements that apply to a particular facility or if we operate without the necessary approvals or permits, we could be subject to administrative or civil, and possibly criminal, fines and penalties, and we may be required to spend substantial capital to bring an operation into compliance, to temporarily or permanently discontinue activities and/or take corrective actions, possibly including the removal of landfilled materials. We may be liable for any environmental damage that our current or

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former facilities cause, including damage to neighboring landowners or residents, particularly as a result of the contamination of soil, groundwater or surface water, and especially drinking water, or to natural resources. We may also be liable for any on-site environmental contamination caused by pollutants or hazardous substances whose transportation, treatment or disposal we or our predecessors arranged or conducted. Those costs or actions could be significant to us and impact our results of operations, cash flows and available capital. We may not have sufficient insurance coverage for our environmental liabilities, such coverage may not cover all of the potential liabilities to which we may be subject and we may not be able to obtain insurance coverage in the future at reasonable expense or at all.

        We may make additional acquisitions from time to time in the future, and we have tried and will continue to try to evaluate and limit environmental risks and liabilities presented by businesses to be acquired prior to the acquisition. It is possible that some liabilities, including ones that may exist only because of the past operations of an acquired business, may prove to be more difficult or costly to address than we anticipate.

        It is also possible that government officials responsible for enforcing environmental laws and regulations may believe an issue is more serious than we expect, or that we will fail to identify or fully appreciate an existing liability before we become legally responsible for addressing it. Some of the legal sanctions to which we could become subject could cause the suspension or revocation of a needed permit, prevent us from, or delay us in, obtaining or renewing permits to operate or expand our facilities, or harm our reputation.

Future changes in regulations applicable to oil and gas drilling and production could adversely affect our energy services business.

        Demand in our energy services business may be adversely affected if drilling activity slows due to industry conditions beyond our control, in addition to changes in oil and gas prices. Changes in laws or government regulations regarding GHG emissions from oil and gas operations and/or hydraulic fracturing could increase our customer's costs of doing business and reduce oil and gas exploration and production by customers. Recently, there has been increased attention from the public, some states and the EPA to the alleged potential for hydraulic fracturing to impact drinking water supplies. There is also heightened regulatory focus on emissions of methane that occur during drilling and transportation of natural gas, as well as protective disposal of drilling residuals. Increased regulation of oil and gas exploration and production and new rules regarding the treatment and disposal of wastes associated with exploration and production operations could increase our costs to provide oilfield services, decrease demand for our energy services business, and reduce our margins and revenue from such services.

Our operations are subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in significant liabilities.

        There is risk of incurring significant environmental, health and safety liabilities in the use, treatment, storage, transfer and disposal of waste materials. Under applicable environmental laws and regulations, we could be liable if our operations have a negative impact on human health or cause environmental damage to our properties or to the property of other landowners, particularly as a result of the contamination of air, drinking water or soil. Under current law, we could also be held liable for damage caused by conditions that existed before we acquired the assets or operations involved. This risk is of particular concern as we execute our growth strategy, partially through acquisitions, because we may be unsuccessful in identifying and assessing potential liabilities during our due diligence investigations. Further, the counterparties in such transactions may be unable to perform their indemnification

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obligations owed to us. Our operations include the hauling of medical waste and the hauling and disposal of asbestos. If, notwithstanding our efforts, we inadvertently arrange for the transportation, disposal or treatment of hazardous substances that cause environmental contamination, or if a predecessor owner made such arrangements and, under applicable law, we are treated as a successor to the prior owner, we could be held liable. Any substantial liability for environmental damage or violations of health and safety laws and regulations could have a material adverse effect on our financial condition, results of operations and cash flows.

        In the ordinary course of our business, we have in the past, we are currently, and we may in the future, become involved in legal and administrative proceedings relating to land use and environmental laws and regulations. These include proceedings in which:

    agencies of federal, state, local or foreign governments seek to impose liability on us under applicable statutes, sometimes involving civil or criminal penalties for violations, or to revoke or deny renewal of a permit we need;

    local communities, citizen groups, landowners or governmental agencies oppose the issuance of a permit or approval we need, allege violations of the permits under which we operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage.

        We generally seek to work with the authorities or other persons involved in these proceedings to resolve any issues raised. If we are not successful, the adverse outcome of one or more of these proceedings could result in, among other things, material increases in our costs or liabilities as well as material charges for asset impairments. At December 31, 2014, we had recorded approximately $6.1 million in environmental remediation liabilities. There can be no assurance that the cost of such potential cleanup or that our share of the cost will not exceed our estimates.

The adoption of climate change legislation or regulations restricting emissions of GHGs could increase our costs to operate.

        Our landfill operations emit methane, which is identified as a GHG. There are a number of legislative and regulatory efforts at the state, regional and federal levels to curtail the emission of GHGs to ameliorate the effect of climate change. On August 3, 2015, the EPA finalized the Clean Power Plan rule, which regulates CO2 emissions from existing power plants, and the Carbon Pollution Standards for new, modified, and reconstructed power plants. Also, on January 14, 2015, the Obama Administration announced the goal of limiting methane emissions via a host of proposed and anticipated regulations directed at the oil and gas industry. On August 18, 2015, the EPA proposed updated methane emissions standards for new and modified oil and gas emissions sources. On August 14, 2015, the EPA proposed updates to its 1996 Emission Guidelines for existing MSW landfills that would further reduce methane emissions, and, in a separate action, the EPA issued a supplemental proposal for reducing methane emissions from new and modified landfills. Comprehensive federal climate change legislation could impose costs on our operations that might not be offset by the revenue increases associated with our lower-carbon service options, the materiality of which we cannot predict. In 2010, the EPA published a Prevention of Significant Deterioration ("PSD") and Title V GHG Tailoring Rule, which expanded the EPA's federal air permitting authority to include the six GHGs. The rule sets new thresholds for GHG emissions that define when the Clean Air Act of 1970, as amended (the "Clean Air Act"), permits are required. In June 2015, the EPA and the Department of Transportation's National Highway Traffic Safety Administration proposed a national program that would establish the next phase of GHG

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emissions and fuel efficiency standards for medium and heavy-duty vehicles. The current requirements of these rules have not significantly affected our operations or cash flows, due to the tailored thresholds and exclusions of certain emissions from regulation. However, if certain changes to these regulations were enacted, such as lowering the thresholds or the inclusion of biogenic emissions, then the amendments could have an adverse effect on our operating costs.

Future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results.

        Various state and local governments have enacted, or are considering enacting, laws and regulations that restrict the disposal within the jurisdiction of solid waste generated outside the jurisdiction. In addition, some state and local governments have promulgated, or are considering promulgating, laws and regulations which govern the flow of waste generated within their respective jurisdictions. These "flow control" laws and regulations typically require that waste generated within the jurisdiction be directed to specified facilities for disposal or processing, which could limit or prohibit the disposal or processing of waste in our transfer stations and landfills. Such flow control laws and regulations could also require us to deliver waste collected by us within a particular jurisdiction to facilities not owned or controlled by us, which could increase our costs and reduce our revenues. In addition, such laws and regulations could require us to obtain additional costly licenses or authorizations to be deemed an authorized hauler or disposal facility.

The waste management industry is undergoing fundamental change as traditional waste streams are increasingly viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes and tipping fees at our landfills. Alternatives to landfill disposal may cause our revenues and operating results to decline.

        As we have continued to develop our landfill capacity, the waste management industry has increasingly recognized the value of the waste stream as a renewable resource and new alternatives to landfilling are being developed that seek to maximize the renewable energy and other resource benefits of waste. We are increasingly competing with companies that seek to use parts of the waste stream as feedstock for renewable energy supplies. In addition, environmental initiatives, such as product stewardship and EPR, which hold manufacturers or other actors in the product life cycle responsible for the disposal of manufactured goods, may reduce the volume of products that enter the waste stream. Further, there may be changes in the laws that reclassify items in the waste stream as hazardous or that prohibit the disposal of certain wastes in our landfills. These alternatives and changes in laws may impact the demand for landfill space, which may affect our ability to operate our landfills at full capacity, as well as the tipping fees and prices that we can charge for utilization of landfill space. As a result, our revenues and operating margins could be adversely affected.

        Counties and municipalities in which we own operate landfills may be required to formulate and implement comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs. Some state and local governments prohibit the disposal of certain types of wastes, such as yard waste, at landfills. Such actions have reduced and may in the future further reduce the volume of waste going to landfills in certain areas, which may affect our ability to operate our landfills at full capacity and could adversely affect our operating results.

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Risks Related to Our Indebtedness

Our indebtedness could adversely affect our financial condition and limit our financial flexibility.

        As of June 30, 2015, we had approximately $2,316.8 million of indebtedness outstanding and cash interest expense of $116.8 million for the twelve months ended June 30, 2015. We may incur additional debt in the future. This amount of our indebtedness could:

    increase our vulnerability to general adverse economic and industry conditions or increases in interest rates;

    limit our ability to obtain additional financing or refinancings at attractive rates;

    require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness, thereby reducing the availability of such cash flow to fund our growth strategy, working capital, capital expenditures, dividends, share repurchases and other general corporate purposes;

    limit our flexibility in planning for, or reacting to, changes in our business and the industry; and

    place us at a competitive disadvantage relative to our competitors with less debt.

        Further, our outstanding indebtedness is subject to financial and other covenants, which may be affected by changes in economic or business conditions or other events that are beyond our control. If we fail to comply with the covenants under any of our indebtedness, we may be in default under the documents governing such indebtedness, which may entitle the lenders thereunder to accelerate the debt obligations. A default under any of our indebtedness could result in cross-defaults under our other indebtedness. In order to avoid defaulting on our indebtedness, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital, any of which may not be available on terms that are favorable to us, if at all.

Despite our high indebtedness level, we and our subsidiaries will still be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions and, under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial.

Our debt agreements contain restrictions that limit our flexibility in operating our business.

        The agreements governing our outstanding indebtedness and our existing senior secured credit facility contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability and the ability of our restricted subsidiaries to, among other things:

    incur additional indebtedness and issue certain preferred stock;

    pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments;

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    place limitations on distributions from restricted subsidiaries;

    issue or sell capital stock of restricted subsidiaries;

    guarantee certain indebtedness;

    make certain investments;

    sell or exchange assets;

    enter into transactions with affiliates;

    create certain liens; and

    consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis.

        A breach of any of these covenants could result in a default under one or more of these agreements, including as a result of cross default provisions, and, in the case of our existing revolving credit facility, permit the lenders to cease making loans to us.

We may utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

        We may enter into pay-fixed interest rate swaps to limit our exposure to changes in variable interest rates. Such instruments may result in economic losses should exchange rates decline to a point lower than our fixed rate commitments. We will be exposed to credit-related losses which could impact the results of operations in the event of fluctuations in the fair value of the interest rate swaps due to a change in the credit worthiness or non-performance by the counterparties to the interest rate swaps. See Note 8, Derivative Instruments and Hedging Activities, to our audited consolidated financial statements included elsewhere in this prospectus.

Risks Related to this Offering and Ownership of Our Common Stock

No market currently exists for our common stock, and an active, liquid trading market for our common stock may not develop, which may cause our common stock to trade at a discount from the initial offering price and make it difficult for you to sell the common stock you purchase.

        Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of an active trading market on             or otherwise or how active and liquid that market may become. If an active and liquid trading market does not develop or continue, you may have difficulty selling any of our common stock that you purchase. The initial public offering price for the shares will be determined by negotiations between us and the underwriters and may not be indicative of prices that will prevail in the open market following this offering. The market price of our common stock may decline below the initial offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all.

You will incur immediate and substantial dilution in the net tangible book value of the shares you purchase in this offering.

        Existing stockholders have paid substantially less per share of our common stock than the price in this offering. The initial public offering price of our common stock will be substantially

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higher than the net tangible book value per share of outstanding common stock prior to completion of the offering. Based on our net tangible book value as of June 30, 2015 and upon the issuance and sale of shares of common stock by us at an assumed initial public offering price of $             per share, which is the mid-point of the range set forth on the cover page of this prospectus, if you purchase our common stock in this offering, you will pay more for your shares than the amounts paid by our existing stockholders for their shares and you will suffer immediate dilution of approximately $             per share in net tangible book value. Dilution is the amount by which the offering price paid by purchasers of our common stock in this offering will exceed the pro forma net tangible book value per share of our common stock upon completion of this offering. If the underwriters exercise their option to purchase additional shares, you will experience additional dilution. You may experience additional dilution upon future equity issuances or the exercise of stock options to purchase common stock granted to our employees, executive officers and directors under our current and future stock incentive plans. See "Dilution."

Our stock price may fluctuate significantly following the offering, and you may not be able to resell shares of our common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

        The trading price of our common stock is likely to be volatile. Market volatility often has been unrelated or disproportionate to the operating performance of particular companies. We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price due to a number of factors such as those listed in "—Risks Related to Our Business" and the following:

    results of operations that vary from the expectations of securities analysts and investors;

    results of operations that vary from those of our competitors;

    changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

    declines in the market prices of stocks generally, or those of waste management companies;

    strategic actions by us or our competitors;

    announcements by us or our competitors of significant contracts, new services or products, acquisitions, joint ventures, other strategic relationships or capital commitments;

    changes in general economic or market conditions or trends in our industry or markets;

    future sales of our common stock or other securities;

    investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;

    the public's response to press releases or other public announcements by us or third parties, including our filings with the SEC;

    announcements relating to litigation;

    guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

    the development and sustainability of an active trading market for our stock;

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    changes in accounting principles; and

    other events or factors, including those resulting from natural disasters, war, acts of terrorism or responses to these events.

        These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance. In addition, price volatility may be greater if the public float and trading volume of our common stock is low.

        In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

Because we have no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

        We intend to retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions and implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants contained in our existing indebtedness and may be limited by covenants contained in any future indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

If securities analysts do not publish research or reports about our business or if they downgrade our stock or our sector, our stock price and trading volume could decline.

        The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. Furthermore, if one or more of the analysts who do cover us downgrade our stock or our industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our stock could decline. If one or more of these analysts ceases coverage of the Company or fail to publish reports on us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our existing stockholders in the public market following this offering could cause the market price for our common stock to decline.

        After this offering, the sale of substantial amounts of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

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        Upon consummation of this offering we will have a total of              shares of common stock outstanding. Of the             outstanding shares, the               shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act of 1933, as amended (the "Securities Act"), except that any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act ("Rule 144"), including our directors, executive officers and other affiliates (including affiliates of Highstar Capital) may be sold only in compliance with the limitations described in "Shares Eligible for Future Sale."

        The remaining              shares, representing         % of our total outstanding shares of common stock following this offering, will be "restricted securities" within the meaning of Rule 144 and subject to certain restrictions on resale following the consummation of this offering. Restricted securities may be sold in the public market only if they are registered under the Securities Act or are sold pursuant to an exemption from registration such as Rule 144, as described in "Shares Eligible for Future Sale."

        In connection with this offering, we, our directors and executive officers, Highstar Capital, and our other key pre-IPO investors receiving our common stock in the Pre-IPO Reorganization prior to this offering have each agreed with the underwriters, subject to certain exceptions, not to dispose of or hedge any of our or their common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and Barclays Capital Inc. See "Underwriting" for a description of these lock-up agreements.

        Upon the expiration of the lock-up agreements described above, the remaining shares will be eligible for resale, which would be subject to volume, manner of sale and other limitations under Rule 144. In addition, pursuant to a registration rights agreement, our existing owners have the right, subject to certain conditions, to require us to register the sale of their shares of our common stock under the Securities Act. By exercising their registration rights and selling a large number of shares, our existing owners could cause the prevailing market price of our common stock to decline. Following completion of this offering, the shares covered by registration rights would represent approximately         % of our outstanding common stock (or         %, if the underwriters exercise in full their option to purchase additional shares). Registration of any of these outstanding shares of common stock would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. See "Shares Eligible for Future Sale."

        As restrictions on resale end or if these stockholders exercise their registration rights, the market price of our shares of common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

        Certain provisions of our certificate of incorporation and bylaws may have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer,

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takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares held by our stockholders.

        These provisions will provide for, among other things:

    a classified board of directors with staggered three-year terms;

    the ability of our board of directors to issue one or more series of preferred stock;

    advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;

    certain limitations on convening special stockholder meetings;

    the removal of directors for cause and only upon the affirmative vote of holders of a majority of the shares of common stock entitled to vote generally in the election of directors if Highstar Capital and its affiliates hold less than 50% of our outstanding shares of common stock; and

    that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote.

        These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party's offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. See "Description of Capital Stock."

Affiliates of Highstar Capital control us and their interests may conflict with ours or yours in the future.

        Immediately following this offering of common stock, affiliates of Highstar Capital will beneficially own approximately         % of our common stock, or approximately         % if the underwriters exercise in full their option to purchase additional shares. As a result, investment funds associated with or designated by affiliates of Highstar Capital will have the ability to elect all of the members of our board of directors and thereby control our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our certificate of incorporation and bylaws and the entering into of extraordinary transactions, and their interests may not in all cases be aligned with your interests. In addition, Highstar Capital may have an interest in pursuing acquisitions, divestitures and other transactions that, in its judgment, could enhance its investment, even though such transactions might involve risks to you. For example, Highstar Capital could cause us to make acquisitions that increase our indebtedness or cause us to sell revenue-generating assets. Additionally, in certain circumstances, acquisitions of debt at a discount by purchasers that are related to a debtor can give rise to cancellation of indebtedness income to such debtor for U.S. federal income tax purposes.

        So long as Highstar Capital continues to own a significant amount of our combined voting power, even if such amount is less than 50%, Highstar Capital will continue to be able to strongly influence or effectively control our decisions. In addition, Highstar Capital will be able to determine the outcome of all matters requiring stockholder approval and will be able to cause or prevent a change of control of the Company or a change in the composition of our board of directors and could preclude any unsolicited acquisition of the Company. The concentration of ownership could deprive you of an opportunity to receive a premium for

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your shares of common stock as part of a sale of the Company and ultimately might affect the market price of our common stock.

We will be a "controlled company" within the meaning of the rules of             and the rules of the SEC. As a result, we will qualify for, and intend to rely on, exemptions from certain corporate governance requirements that would otherwise provide protection to stockholders of other companies.

        After completion of this offering, Highstar Capital will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of           . Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including:

    the requirement that a majority of our board of directors consist of "independent directors" as defined under the rules of                   ;

    the requirement that our director nominees be selected, or recommended for our board of directors' selection by a nominating/governance committee comprised solely of independent directors with a written charter addressing the nominations process;

    the requirement that the compensation of our executive officers be determined, or recommended to our board of directors for determination, by a compensation committee comprised solely of independent directors; and

    the requirement for an annual performance evaluation of the nominating/corporate governance and compensation committees.

        Following this offering, we intend to utilize these exemptions. As a result, we may not have a majority of independent directors, our nominating/corporate governance committee, and compensation committee may not consist entirely of independent directors and such committees will not be subject to annual performance evaluations. Accordingly, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of             .

        In addition, on June 20, 2012, the SEC passed final rules implementing provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 pertaining to compensation committee independence and the role and disclosure of compensation consultants and other advisers to the compensation committee. The SEC's rules direct each of the national securities exchanges (including             on which we intend to list our common stock) to develop listing standards requiring, among other things, that:

    compensation committees be composed of fully independent directors, as determined pursuant to new independence requirements;

    compensation committees be explicitly charged with hiring and overseeing compensation consultants, legal counsel and other committee advisors; and

    compensation committees be required to consider, when engaging compensation consultants, legal counsel or other advisors, certain independence factors, including factors that examine the relationship between the consultant or advisor's employer and us.

        As a "controlled company," we will not be subject to these compensation committee independence requirements.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements within the meaning of the U.S. federal securities laws. All statements other than statements of historical facts in this prospectus, including, without limitation, those regarding our business strategy, financial position, results of operations, plans, prospects and objectives of management for future operations (including development plans and objectives relating to our activities), are forward-looking statements. Many, but not all, of these statements can be found by looking for words like "expect," "anticipate," "goal," "project," "plan," "believe," "seek," "will," "may," "forecast," "estimate," "intend," "future" and similar words. Statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. Forward-looking statements do not guarantee future performance and may involve risks, uncertainties and other factors which could cause our actual results, performance or achievements to differ materially from the future results, performance or achievements expressed or implied in those forward-looking statements.

        Examples of these risks, uncertainties and other factors include, but are not limited to:

    risks relating to our history of losses;

    risks relating to operating in a highly competitive industry and the inability to compete effectively with larger and better capitalized companies and governmental service providers;

    risks relating to results being vulnerable to economic conditions;

    risks that we may lose contracts through competitive bidding, early termination or governmental action;

    risks that some of our customers, including governmental entities, have suffered financial difficulties affecting their credit risk, which could negatively impact our operating results;

    risks that our financial and operating performance may be affected by the inability in some instances to renew landfill operating permits, obtain new landfills or expand existing ones;

    risks that the cost of operation and/or future construction of our existing landfills may become economically unfeasible causing us to abandon or cease operations;

    risks that we could be precluded from entering into or maintaining permits or certain contracts if we are unable to obtain sufficient third-party financial assurance or adequate insurance coverage;

    risks that our accruals for our landfill site closure and post-closure costs may be inadequate;

    risks that our business requires a high level of capital expenditures;

    risks relating to our acquisitions, including our ability to integrate acquired businesses, or that the acquired businesses will have unexpected risks or liabilities;

    risks relating to the seasonal nature of our business and "event-driven" waste projects that could cause our results to fluctuate;

    risks that we may be subject in the normal course of business to judicial, administrative or other third-party proceedings that could interrupt or limit our operations, result in adverse judgments, settlements or fines and create negative publicity;

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    risks relating to fuel supply and prices that may fluctuate significantly and that we may not be able to pass on cost increases to our customers or effectively hedge such costs;

    risks relating to fluctuations in the prices of commodities;

    risks that increases in labor and disposal and related transportation costs could adversely impact our financial results;

    risks that commodity derivatives could adversely affect our results;

    risks that efforts by labor unions to organize our workforce could divert management attention and adversely affect operating results;

    risks that we depend significantly on the services of the members of our senior, regional and local management teams, and that the departure of any of those persons could cause our operating results to suffer;

    risks that we are increasingly dependent on technology in our operations and, if our technology fails, our business could be adversely affected;

    risks relating to operational and safety risks, including the risk of personal injury to employees and others;

    risks that we are subject to substantial governmental regulation and failure to comply with these requirements, as well as enforcement actions and litigation arising from an actual or perceived breach of such requirements, could subject us to fines, penalties and judgments, and impose limits on our ability to operate and expand;

    risks from our operations being subject to environmental, health and safety laws and regulations, as well as contractual obligations that may result in significant liabilities;

    risks that future changes in laws or renewed enforcement of laws regulating the flow of solid waste in interstate commerce could adversely affect our operating results;

    risks relating to fundamental change in the waste management industry as traditional waste streams are increasingly viewed as renewable resources and changes in laws and environmental policies may limit the items that enter the waste stream, any of which may adversely impact volumes and tipping fees at our landfills;

    risks that alternatives to landfill disposal may cause our revenues and operating results to decline;

    risks relating to our substantial indebtedness;

    risks relating to our ability to implement growth strategy as and when planned; and

    the other risks described in "Risk Factors."

        The above examples are not exhaustive and new risks may emerge from time to time. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Such forward-looking statements are based on our current beliefs, assumptions, expectations, estimates and projections regarding our present and future business strategies and the environment in which we will operate in the future. These forward-looking statements speak only as of the date of this report. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change of events, conditions or circumstances on which any such statement was based.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from this offering, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $              million, based on an assumed initial public offering price of $             per share, the midpoint range described on the cover of this prospectus. We will not receive any proceeds from the sale of shares by the selling stockholders.

        We intend to use the net proceeds from the sale of common stock by us in this offering to repay certain outstanding indebtedness.

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DIVIDEND POLICY

        We have no current plans to pay dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. In addition, our ability to pay dividends will be limited by covenants in our existing indebtedness and may be limited by the agreements governing other indebtedness we or our subsidiaries incur in the future. See "Description of Certain Indebtedness."

        We paid dividends to Parent in the amount of $7.5 million and $9.0 million on our shares of common stock for the six months ended June 30, 2015 and for the year ended December 31, 2014, respectively. We paid no dividends in the year ended December 31, 2013.

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2015:

    on an actual basis from continuing operations; and

    on an as adjusted basis to give effect to the following transactions:

    the sale by us of                   shares of our common stock in this offering, based on a public offering price of $             per share and after deducting the underwriting discount and estimated offering expenses payable by us and the intended application of the net proceeds therefrom as described in "Use of Proceeds"; and

    the Pre-IPO Reorganization, as defined in "Prospectus Summary—Organizational Structure Following This Offering."

        You should read the following table in conjunction with the sections entitled "Use of Proceeds," "Selected Historical Consolidated Financial Information" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes included elsewhere in this prospectus. The pro forma as adjusted column assumes that the underwriters do not exercise their option to purchase additional shares.

 
  As of June 30, 2015  
 
  Actual   As Adjusted  
 
  (in millions, except share
and per share data)

 

Cash and cash equivalents

  $ 9.3   $    

Long-term debt and capital lease obligations:

             

Revolving Credit Facility

  $   $                   

Term Loan B

    1,725.0        

81/4% Senior Notes due 2020

    550.0        

Capital lease obligations

    24.7        

Other debt

    17.1        

Total debt

    2,316.8        

Stockholders' Equity:

             

Common stock: $.01 par value, 1,000 shares authorized, issued and outstanding

           

Additional paid-in capital

    1,098.8        

Accumulated deficit

    (596.9 )      

Total stockholders' equity

    501.9        

Total capitalization

  $ 2,818.7   $    

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DILUTION

        If you invest in shares of our common stock in this offering, your investment will be immediately diluted to the extent of the difference between the initial public offering price per share of common stock and the net tangible book value per share of common stock after this offering. Dilution results from the fact that the per share offering price of the shares of common stock is substantially in excess of the net tangible book value per share attributable to the shares of common stock held by existing owners.

        Our net tangible book value as of                  , 2015 was approximately $              million, or $             per share of common stock. We calculate net tangible book value per share by taking the amount of our total tangible assets, reduced by the amount of our total liabilities, and then dividing that amount by the total number of shares of common stock outstanding.

        After giving effect to the Pre-IPO Reorganization and our sale of the shares in this offering at an assumed initial public offering price of $             per share, the midpoint range described on the cover of this prospectus, and after deducting estimated underwriting discounts and commissions and offering expenses payable by us, our net tangible book value as of                 , 2015 would have been $              million, or $             per share of common stock. This represents an immediate increase in net tangible book value of $             per share of common stock to our existing owners and an immediate and substantial dilution in net tangible book value of $             per share of common stock to investors in this offering at the assumed initial public offering price.

        The following table illustrates this dilution on a per share of common stock basis assuming the underwriters do not exercise their option to purchase additional shares of common stock:

Initial public offering price per share

        $    

Net tangible book deficit per share as of                , 2015

  $          

Increase/Decrease in pro forma net tangible book deficit per share attributable to new investors in this offering

  $          

As adjusted net tangible book value per share after giving effect to this offering

        $    

Dilution per share to new investors purchasing shares in this offering

        $    

        A $1.00 increase (decrease) in the assumed initial public offering price of $             per share of common stock would increase (decrease) our net tangible book value per share of our common stock by $             , assuming that the number of shares offered, as set forth on the cover of this prospectus, remains the same, after deducting estimated underwriting discounts and commissions and offering expenses payable by us.

        If the underwriters exercise their option to purchase additional shares of our common stock in full, the pro forma as adjusted net tangible book deficit per share will be $             per share, the decrease in pro forma net tangible book deficit per share to existing stockholders will be $             per share and the dilution per share to new investors purchasing shares in this offering will be $             per share.

        The table below summarizes as of             , 2015, on a pro forma as adjusted basis described above, the number of shares of our common stock, the total consideration, and the average price per share (i) paid to us by our existing stockholders and (ii) to be paid by new

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investors purchasing our common stock in this offering (assuming no exercise of the underwriters' option to purchase additional shares), before deducting the underwriting discount and estimated offering expenses payable by us.

 
  Shares Purchased
(in thousands)
  Total Consideration
(in thousands)
   
 
 
  Average
Price Per
Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

            % $         % $    

New investors

            %           %      

Total

            % $         % $    

        If the underwriters' option to purchase additional shares in this offering is exercised in full, the percentage of shares of our common stock held by existing stockholders will be reduced to         % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors will increase to                 million shares, or         % of the total number of shares of our common stock outstanding after this offering.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        The following table is derived from our historical consolidated financial information for the periods and as of the dates indicated. The selected historical unaudited consolidated financial information as of June 30, 2015 and for the six months ended June 30, 2015 and 2014 is derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial information as of June 30, 2014 is derived from our unaudited consolidated financial statements not included in this prospectus. Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in our opinion, reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of such financial statements in all material respects.

        The selected historical consolidated financial information as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012 is derived from our audited consolidated financial statements included elsewhere in this prospectus. The selected historical consolidated financial information for the years ended December 31, 2011 and 2010 is derived from our audited consolidated financial statements not included in this prospectus.

        The financial data set forth in the following tables should be read in conjunction with our historical consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations," each included elsewhere in this prospectus. The results for any interim period are not necessarily indicative of the results that may be expected for a full year or any future period.

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  Six Months
Ended
June 30,
  For the Year Ended December 31,  
 
  2015   2014   2014   2013   2012   2011   2010  
 
  (in millions, except per share data)
 

Consolidated Statement of Operations Data (a):

                                           

Service revenues

  $ 685.5   $ 681.1   $ 1,403.0   $ 1,319.1   $ 537.9   $ 427.4   $ 372.6  

Costs and expenses:

                                           

Operating

    428.9     441.3     896.1     832.8     336.7     261.8     222.9  

Selling, general and administrative (b)

    72.9     80.1     154.9     170.9     101.0     61.6     61.2  

Depreciation and amortization

    127.4     132.9     271.4     278.9     104.1     76.5     63.6  

Acquisition and development costs

    1.1         0.1     1.2     1.2     3.5     2.3  

Loss on disposal of businesses and assets

    11.1     0.8     1.2     2.6     2.1     14.1     0.3  

Asset impairment, including goodwill (c)

    6.4         5.3     0.6     43.7         101.3  

Restructuring

        2.0     4.6     10.0     9.9          

    647.8     657.1     1,333.6     1,297.0     598.7     417.5     451.6  

Operating income (loss)

    37.7     24.0     69.4     22.1     (60.8 )   9.9     (79.0 )

Interest expense

    (69.8 )   (70.4 )   (141.5 )   (163.1 )   (49.4 )   (24.5 )   (35.5 )

Other income/(expense), net (d)

    3.7     1.4     (25.9 )   0.3     (8.1 )   (4.3 )   (0.3 )

Loss before income taxes

    (28.4 )   (45.0 )   (98.0 )   (140.7 )   (118.3 )   (18.9 )   (114.8 )

Benefit for income taxes (e)

    (9.1 )   (10.8 )   (80.6 )   (45.4 )   (13.5 )   3.5     (0.7 )

Net loss from continuing operations

    (19.3 )   (34.2 )   (17.4 )   (95.3 )   (104.8 )   (22.4 )   (114.1 )

(Loss) income from discontinued operations, net of tax (f)

        (0.5 )   0.3     (22.5 )   (89.2 )   0.2     (0.3 )

Net loss

    (19.3 )   (34.7 )   (17.1 )   (117.8 )   (194.0 )   (22.2 )   (114.4 )

Less: net loss attributable to non-controlling interest

                    (1.4 )   (0.2 )   (1.4 )

Net loss attributable to ADS Waste Holdings, Inc. 

  $ (19.3 ) $ (34.7 ) $ (17.1 ) $ (117.8 ) $ (192.6 ) $ (22.0 ) $ (113.0 )

Loss attributable to common stockholder from continuing operations per share

                                           

Basic loss per share

  $ (19,300 ) $ (34,200 ) $ (17,400 ) $ (95,300 ) $ (103,400 ) $ (22,200 ) $ (112,700 )

Diluted loss per share

                             

Net loss per share:

                                           

Basic loss per share

  $ (19,300 ) $ (34,700 ) $ (17,100 ) $ (117,800 ) $ (192,600 ) $ (22,000 ) $ (113,000 )

Diluted loss per share

                             

Consolidated Statement of Cash Flows Data:

                                           

Net cash provided by operating activities

  $ 129.3   $ 101.4   $ 243.2   $ 180.3   $ 55.2   $ 86.8   $ 78.3  

Net cash used in investing activities

    (85.3 )   (104.5 )   (201.2 )   (154.8 )   (1,980.5 )   (133.7 )   (157.4 )

Net cash (used in)/provided by financing activities

    (35.7 )   (4.1 )   (53.0 )   (32.3 )   1,937.2     40.7     79.2  

Consolidated Balance Sheet Data (at period end):

                                           

Total assets

  $ 3,502.6   $ 3,573.0   $ 3,550.0   $ 3,626.8   $ 3,785.3   $ 1,374.6   $ 1,338.9  

Debt, including current portion (g)

    2,316.8     2,361.8     2,327.2     2,360.6     2,366.2     439.4     513.5  

Total ADS Waste Holdings, Inc. stockholder's equity

    501.9     515.6     528.9     551.5     662.5     721.5     619.7  

(a)
We completed the Veolia Acquisition on November 20, 2012 and the results of operations have been consolidated from the date of acquisition.

(b)
Includes stock-based compensation expense. Stock based compensation expense for all periods presented was determined using the fair value method set forth in ASC 718, "Compensation—Stock Compensation."

(c)
For the six months ended June 30, 2015, we recorded an impairment charge of $6.4 million in connection with the strategic decision to divest certain businesses in the South region and the decision not to pursue a landfill permit. In fiscal 2014, we recorded an impairment charge of $5.3 million in connection with the decision to divest a small brokerage business. In fiscal 2012, we recorded an impairment charge of $43.7 million in connection with recoverability testing performed on a long-lived asset. In fiscal 2010, we performed an impairment test of goodwill and intangibles and recorded an impairment charge of $101.3 million based upon the results of recoverability testing for a business that was combined with our financial results as an entity under our common control.

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(d)
Amounts included in other income/(expense) net for the six months ended June 30, 2015 and fiscal 2014 contain unrealized and realized losses related to fuel derivative instruments of $0.2 million and $27.3 million, respectively, and a gain on the sale of a debt investment security of $2.5 million for the six months ended June 30, 2015.

(e)
In fiscal 2014, we completed a legal entity reorganization to achieve administrative efficiencies and as such recorded a valuation allowance release of $51.4 million related to certain net operating losses that are more likely than not to be utilized.

(f)
Amounts represent those operations that are considered to be discontinued operations. Refer to Note 4 "Discontinued Operations" in our audited consolidated financial statements included elsewhere in this prospectus for further information.

(g)
Total debt includes capital lease obligations of $24.7 million, $19.2 million, $23.3 million, $15.4 million and $12.3 million at June 30, 2015 and 2014 and December 31, 2014, 2013, and 2012, respectively.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

        The following discussion should be read in conjunction with the "Summary Consolidated Financial Information and Other Data," "Selected Historical Consolidated Financial Information" and our consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this prospectus, particularly in "Risk Factors."

Overview

        We are a leading integrated provider of non-hazardous solid waste collection, transfer, recycling and disposal services, operating primarily in secondary markets or under exclusive arrangements. We have a presence in 18 states across the Midwest, South and East regions of the United States, serving approximately 2.8 million residential and 202,000 C&I customers through our extensive network of 92 collection operations, 75 transfer stations, 23 owned or operated recycling facilities and 39 owned or operated landfills. We seek to drive financial performance in markets in which we own or operate a landfill or in certain disposal-neutral markets, where the landfill is owned by our municipal customer. In markets in which we own or operate a landfill, we aim to create and maintain vertically integrated operations through which we manage a majority of our customers' waste from the point of collection through the point of disposal, a process we refer to as internalization. By internalizing a majority of the waste in these markets, we are able to deliver high quality customer service while also ensuring a stable revenue stream and maximizing profitability and cash flow from operations. In disposal-neutral markets, we focus selectively on opportunities where we can negotiate exclusive arrangements with our municipal customers, facilitating highly-efficient and profitable collection operations with lower capital requirements.

        Geographically, we focus our business principally in secondary, or less densely populated non-urban, markets where the presence of large national providers is generally more limited. We also compete selectively in primary, or densely populated urban, markets where we can capitalize on opportunities for vertical integration through our high-quality transfer and disposal infrastructure and where we can benefit from highly-efficient collection route density. We maintain an attractive mix of revenue from varying sources, including residential collections, C&I collections, landfill gas and special waste streams, and fees charged to third parties for disposal in our network of transfer stations and landfills, with limited exposure to commodity sales. We also benefit from a high degree of customer diversification, with no single customer accounting for more than 2% of revenue for the twelve months ended June 30, 2015. Our business mix and large and diverse customer base, combined with our long term contracts and historically high renewal rates, provide us with significant revenue and earnings stability and visibility.

        We intend to grow our business and expand the scope of our operations by adding new C&I customers, securing additional exclusive municipal contracts and executing value enhancing, tuck-in acquisitions, while maintaining a relentless focus on prudent cost management and pricing discipline. To this end, we are committed to investing in strategic infrastructure including the development and enhancement of our landfills, the conversion of our residential collection fleet to automated vehicles and the conversion of our collection fleet to CNG-fueled vehicles in certain markets in which we can achieve an attractive return on our investment. In addition to our focus on growing revenues and enhancing profitability, we

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remain financially disciplined through our careful management of returns on equity and capital deployed.

        Our fiscal year ends December 31 of each year and we refer to the fiscal year ended December 31, 2015 as "fiscal 2015," the fiscal year ended December 31, 2014 as "fiscal 2014," the fiscal year ended December 31, 2013 as "fiscal 2013" and the fiscal year ended December 31, 2012 as "fiscal 2012."

How We Generate Revenue

        Through our subsidiaries, we generate revenue primarily by providing collection and disposal services to commercial, industrial, municipal and residential customers. Our remaining revenue is generated from recycling, fuel fees and environmental fees, landfill gas-to-energy operations and other ancillary revenue-generating activities. Revenues from our collection operations consist of fees we receive from municipal, subscription, residential and C&I customers and are influenced by factors such as collection frequency, type of collection equipment furnished, type and volume or weight of the waste collected, distance to the recycling, transfer station or disposal facilities and our disposal costs. Our standard C&I service agreement is a five year renewable arrangement, and we have historically maintained high C&I customer retention. Our municipal customer relationships are generally supported by exclusive contracts ranging from three to ten years, in initial duration with subsequent renewal periods, and we have historically achieved a renewal rate of approximately 85% with these customers. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as the consumer price index. We provide commercial front load and temporary and permanent rolloff service offerings to our customers. While the majority of our rolloff services are provided to customers under long-term service agreements, we generally do not enter into contracts with our temporary rolloff customers due to the relatively short-term nature of most C&D projects.

        Our transfer stations and landfills generate revenue from disposal or tipping fees. Revenues from our landfill operations consist of fees which are generally based on the type and weight or volume of waste being disposed of at our disposal facilities. Fees charged at transfer stations are generally based on the weight or volume of waste deposited, taking into account our cost of loading, transporting and disposing of the solid waste at a disposal site. Recycling revenue consists of disposal or tipping fees and proceeds from the sale of recyclable commodities to third parties.

        The amounts charged for collection, disposal, and recycling services may include fuel fees and environmental fees. Fuel fees and environmental fees are not designed to be specific to the direct costs and expenses to service an individual customer's account, but rather are designed to address and to help recover for changes in our overall cost structure and to achieve an operating margin acceptable to us.

        Other revenue is comprised of ancillary revenue-generating activities, such as trucking, landfill gas-to-energy operations at municipal solid waste ("MSW") landfills, management of third-party owned landfills, customer service charges relating to overdue payments and customer administrative fees relating to customers who request paper copies of invoices rather than opting for electronic invoices and a small brokerage business (which we divested in 2015), which is earned by managing waste services for our customers.

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Key Factors Affecting Our Results of Operations

Business Expansion and Rationalization

        Our results of operations are affected by our ability to complete tuck-in acquisitions and retain existing and win new municipal contracts at favorable margins. When we determine to pursue a new acquisition or contract, we focus particularly on operational efficiencies, including route optimization and our ability to leverage our network of landfills and transfer stations. We have completed 33 tuck-in acquisitions, primarily of collection operations, since the consummation of the Veolia Acquisition, and we have been awarded 109 new long-term exclusive municipal contracts. We also seek to divest lower margin businesses which may result in impairment charges in the period of sale but benefit us by allowing us the redeploy capital to higher margin businesses.

General Economic Conditions and C&I Activity

        Our results of operations are also affected by the strength of the economy and the level of C&I activity near our collection operations. Economic conditions have a direct effect on construction, demolition, new business formations and roll-off activity which impacts volumes of C&I waste. Residential waste volumes are also impacted by economic conditions, although to a lesser extent. Special waste volume, such as coal ash, energy waste, soil projects and other industrial process waste, which is driven by C&I projects and other general economic conditions, can vary substantially year to year based on economic and industrial conditions as well as the timing and size of projects in proximity to our collection operations. For example, our special waste volume was particularly high in 2014, primarily driven by a number of large soil projects and a higher level of shale gas activity, which have not persisted in 2015. During periods of strong GDP growth, our business is fueled by increases in the C&D business, new business formations and new residential housing.

Pricing Discipline

        Our ability to maintain or increase the price of our services, has a significant effect on our results of operations. Our focus on secondary markets enhances our ability to maintain or increase prices. We also intend to enter into contracts or service agreements that permit rate increases and contain favorable pricing structures.

Operational Efficiency

        We maintain a focus on prudent cost management and efficiency. We have implemented programs to increase sales productivity and pricing effectiveness, driver productivity, route optimization, maintenance efficiency and effective purchasing. Our ability to manage costs is a significant driver of our results.

        Fuel costs represent a significant operating expense. When economically practical, we may enter into contracts or engage in other strategies to mitigate fuel price risk. In certain cases, we enter into fuel derivative contracts as a risk management tool to mitigate the potential impact of market risks associated with fluctuations in fuel prices. When available, we implement a fuel fee that is designed to recover a portion of our direct and indirect increases in fuel costs. Furthermore, we seek to minimize fuel costs through route optimization and the adoption of more CNG vehicles in our fleet. See "Quantitative and Qualitative Disclosures About Market Risk—Fuel Price Risk."

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Seasonality and Severe Weather

        Based on historic trends, we expect our operating results to vary seasonally, with revenues typically lowest in the first quarter, higher in the second and third quarters, and lower in the fourth quarter than in the second and third quarters. This seasonality reflects the lower volume of solid waste generated during the late fall, winter and early spring because of decreased construction and demolition activities during the winter months in the U.S., and lower volumes of energy waste due to reduced drilling activity during harsh weather conditions. Conversely, mild winter weather conditions may reduce demand for oil and natural gas, which may cause some of our mining and exploration customers to curtail their drilling programs, which could result in production of lower volumes of waste.

        Adverse winter weather conditions can slow waste collection activities, resulting in higher labor and operational costs. Greater precipitation in the winter increases the weight of collected waste, resulting in higher disposal costs, which are calculated on a per ton basis and increased leachate disposal costs. Certain weather conditions, including severe storms, may result in temporary suspension of our operations, which can significantly impact the operating results of the affected areas. Conversely, weather related occurrences and other "event driven" waste projects can boost revenues through heavier weight loads or additional work for a limited time period. These factors impact period to period comparisons of financial results.

Results of Operations

        The following table sets forth for the periods indicated our consolidated results of operations and the percentage relationship that certain items from our consolidated financial statements bear to revenue (in millions and as a percentage of our revenue).

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Service revenues

  $ 685.5     100.0 % $ 681.1     100.0 % $ 1,403.0     100.0 % $ 1,319.1     100.0 % $ 537.9     100.0 %

Operating costs and expenses

                                                             

Operating

    428.9     62.6 %   441.3     64.8 %   896.1     63.9 %   832.8     63.1 %   336.7     62.6 %

Selling, general and administrative

    72.9     10.6 %   80.1     11.8 %   154.9     11.0 %   170.9     13.0 %   101.0     18.8 %

Depreciation and amortization

    127.4     18.6 %   132.9     19.5 %   271.4     19.3 %   278.9     21.1 %   104.1     19.4 %

Acquisition and development costs

    1.1     0.2 %       %   0.1     %   1.2     0.1 %   1.2     0.2 %

Loss on disposal of businesses and assets

    11.1     1.6 %   0.8     0.1 %   1.2     0.1 %   2.6     0.2 %   2.1     0.4 %

Asset impairment, including goodwill

    6.4     0.9 %       %   5.3     0.4 %   0.6     %   43.7     8.1 %

Restructuring charges

        %   2.0     0.3 %   4.6     0.3 %   10.0     0.8 %   9.9     1.8 %

Total operating costs and expenses

    647.8     94.5 %   657.1     96.5 %   1,333.6     95.1 %   1,297.0     98.3 %   598.7     111.3 %

Operating income (loss)

  $ 37.7     5.5 % $ 24.0     3.5 % $ 69.4     4.9 % $ 22.1     1.7 % $ (60.8 )   (11.3 )%

        Operating income increased $13.7 million, or 57.1%, to $37.7 million for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014. The increase was primarily due to completed acquisitions, growth in rolloff collection as a result of improved economic conditions, new municipal contracts particularly in the Detroit market, lower operating costs as a result of reduced fuel expense and lower selling, general and administrative costs due to cost control actions implemented in the latter half of fiscal 2014, as well as completion of the rebranding and integration efforts associated with the Veolia Acquisition. Excluding the loss on disposal of businesses and impairment charges recorded in the first quarter of fiscal 2015 relating to strategic decisions regarding divestitures in the South segment and our decision not to pursue permitting at one landfill site, operating

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income would have increased by $30.4 million for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014.

        Operating income increased $47.3 million, or 214.0%, in fiscal 2014 to $69.4 million from $22.1 million in fiscal 2013 as a result of organic growth, the full year impact of acquisitions, decreased selling, general and administrative costs, and lower restructuring charges.

        Operating income in fiscal 2013 increased $82.9 million compared to fiscal 2012 as a result of the full year impact of the Veolia Acquisition and lower asset impairment charges.

Revenue

        The following table sets forth our consolidated revenues for the periods indicated (in millions and as a percentage of our total revenue).

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Collection

  $ 480.6     70.1 % $ 465.3     68.3 % $ 950.8     67.8 % $ 897.3     68.0 % $ 370.8     68.9 %

Disposal

    238.5     34.8 %   232.6     34.2 %   492.8     35.1 %   453.8     34.4 %   168.1     31.3 %

Sale of recyclables

    11.8     1.7 %   17.5     2.6 %   33.5     2.4 %   35.9     2.7 %   16.6     3.1 %

Fuel fees and environmental fees

    41.0     6.0 %   45.1     6.6 %   92.8     6.6 %   81.5     6.2 %   25.3     4.7 %

Other

    43.6     6.4 %   46.4     6.8 %   95.5     6.8 %   95.2     7.2 %   44.0     8.2 %

Intercompany eliminations

    (130.0 )   (19.0 )%   (125.8 )   (18.5 )%   (262.4 )   (18.7 )%   (244.6 )   (18.5 )%   (86.9 )   (16.2 )%

Total

  $ 685.5     100.0 % $ 681.1     100.0 % $ 1,403.0     100.0 % $ 1,319.1     100.0 % $ 537.9     100.0 %

    Six Months Ended June 30, 2015 compared to the Six Months Ended June 30, 2014

        Revenue for the six months ended June 30, 2015 was $685.5 million, an increase of $4.4 million, or 0.6%, from revenue of $681.1 million for the six months ended June 30, 2014. Collection revenue increased by $15.3 million, or 3.3%, of which $5.5 million was from residential waste primarily from new contract wins, $1.5 million from strong rolloff volumes, $4.6 million from price increases, and $6.9 million was contributed by acquisitions. Declines in shale volume negatively impacted revenue by $3.1 million. Disposal revenue increased by $5.9 million, or 2.5%, which was driven primarily by pricing for MSW and special waste, offset by declines in special waste volumes. Sale of recyclables decreased by $5.7 million, or 32.6%, primarily resulting from decreases in pricing as driven by the continued decline in average commodity prices. Fuel fees and environmental fees decreased by $4.1 million, or 9.1%, due to decreases in overall fuel rates. Other revenue decreased by $2.8 million, or 6.0%, mainly due to the sale and declines of a small brokerage business which accounted for $5.0 million of revenue, offset by sub-contracting revenue increases of $3.0 million and managed landfill revenue of $0.3 million.

    Fiscal Year Ended December 31, 2014 compared to the Fiscal Year Ended December 31, 2013

        Revenue for fiscal 2014 was $1,403.0 million, an increase of $83.9 million, or 6.4%, from revenue of $1,319.1 million in fiscal 2013. The increase in revenue in fiscal 2014 compared to fiscal 2013 was due to increases in collection volume of $36.5 million, acquisition volume of $16.7 million, landfill volume of $19.6 million and pricing of $19.6 million. Offsetting the increases in revenue were declines in volume within a small brokerage business of $2.7 million, driven by the loss of contracts. The increase in the collection volume was driven by strong residential growth of $18.8 million, which included new contract wins of approximately $8.6 million, increased rolloff volumes of $9.3 million and increased

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commercial volumes of $8.4 million. Landfill volume increases were driven by special waste projects and MSW, which contributed $14.0 million and $4.4 million, respectively. Landfill pricing was driven by MSW and special waste increases, which accounted for $5.5 million and $2.9 million of the pricing increases. Fuel fees and environmental fees contributed $10.3 million and was offset by headwinds from recycling pricing. All amounts presented in the foregoing paragraph are net of intercompany eliminations.

    Fiscal Year Ended December 31, 2013 compared to the Fiscal Year Ended December 31, 2012

        Revenue for 2013 was $1,319.1 million, an increase of $781.2 million, or 145.2%, from revenue of $537.9 million in 2012. The increase in revenue in fiscal 2013 compared to fiscal 2012 was due primarily to the Veolia Acquisition. All amounts presented in the foregoing paragraph are net of intercompany eliminations.

Operating Expenses

        The following table summarizes our operating expenses (in millions and as a percentage of our revenue).

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Operating

  $ 422.2     61.6 % $ 435.1     63.9 % $ 882.6     62.9 % $ 819.1     62.1 % $ 328.8     61.1 %

Accretion of landfill retirement obligations

    6.7     1.0 %   6.2     0.9 %   13.5     1.0 %   13.7     1.0 %   7.9     1.5 %

Operating expense

  $ 428.9     62.6 % $ 441.3     64.8 % $ 896.1     63.9 % $ 832.8     63.1 % $ 336.7     62.6 %

        Our operating expenses include the following:

    Labor and related benefits, which consist of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes.

    Transfer and disposal costs, which include tipping fees paid to third-party disposal facilities and transfer stations as well as transportation and subcontractor costs (which include costs for independent haulers who transport waste from transfer stations to our disposal facilities and costs for local operators who provide waste handling services associated with our national accounts in markets outside our standard operating areas).

    Maintenance and repairs expenses, which include labor, maintenance and repairs to our vehicles, equipment and containers.

    Fuel costs, which include the direct cost of fuel used by our vehicles, net of fuel credits. We also incur certain indirect fuel costs in our operations that are not taken into account in the foregoing sentence.

    Franchise fees and taxes, which consist of municipal franchise fees, host community fees and royalties.

    Risk management expenses, which include casualty insurance premiums and claims payments and estimates for claims incurred but not reported.

    Other expenses, which include expenses such as facility operating costs, equipment rental, leachate treatment and disposal, and other landfill maintenance costs.

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    Accretion expense related to landfill capping, closure and post-closure is included in "Operating Expenses" in our consolidated financial statements, however, it is excluded from the table below (refer to discussion below "Accretion of Landfill Retirement Obligations" for a detailed discussion of the changes in amounts).

        The following table summarizes the major components of our operating expenses, excluding accretion expense on our landfill retirement obligations and other long-term liabilities (in millions and as a percentage of our revenue):

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Labor and related benefits

  $ 141.6     20.7 % $ 138.4     20.3 % $ 281.3     20.0 % $ 261.7     19.8 % $ 103.4     19.2 %

Transfer and disposal costs

    95.3     13.9 %   100.6     14.8 %   207.8     14.8 %   189.1     14.3 %   83.7     15.6 %

Maintenance and repairs

    60.0     8.8 %   55.5     8.1 %   114.9     8.2 %   102.5     7.8 %   40.5     7.5 %

Fuel

    36.1     5.3 %   53.4     7.8 %   101.3     7.2 %   99.7     7.6 %   43.5     8.1 %

Franchise fees and taxes

    32.3     4.7 %   30.1     4.4 %   64.8     4.6 %   57.1     4.3 %   15.4     2.9 %

Risk management

    12.8     1.9 %   14.2     2.1 %   28.4     2.0 %   23.5     1.8 %   10.9     2.0 %

Other

    44.1     6.4 %   42.9     6.3 %   84.1     6.1 %   85.5     6.5 %   31.4     5.8 %

Total operating expenses

  $ 422.2     61.6 % $ 435.1     63.9 % $ 882.6     62.9 % $ 819.1     62.1 % $ 328.8     61.1 %

        The cost categories shown above may not be comparable to similarly titled categories used by other companies. Thus, you should exercise caution when comparing our cost of operations by cost component to that of other companies.

    Six Months Ended June 30, 2015 compared to the Six Months Ended June 30, 2014

        Operating expenses decreased by $12.9 million, or 3.0%, to $422.2 million for the six months ended June 30, 2015 from $435.1 million for the six months ended June 30, 2014. Labor and related benefits increased by $3.2 million, or 2.3%, to $141.6 million, primarily due to merit-based wage increases and acquisition activity. Transfer and disposal costs decreased by $5.3 million, or 5.3%, to $95.3 million, primarily due to decreased fuel surcharges from vendors. Maintenance and repairs expense increased by $4.5 million, or 8.1%, to $60.0 million, primarily due to increases in the number of containers which were repaired in order to meet growing demand, as well as acquisition-related expenditures. Fuel costs decreased $17.3 million, or 32.4%, to $36.1 million, primarily due to decreases in fuel prices per gallon, less severe weather, and converting trucks to CNG fuel which is cheaper than diesel fuel. Franchise fees and taxes increased $2.2 million, or 7.3%, to $32.3 million, primarily due to changes in the mix of waste in disposal volumes. Risk management expenses decreased $1.4 million, or 9.9%, to $12.8 million primarily due to an improvement in the development of existing claims compared to the same period in the prior year and favorable settlement of prior year claims. Other operating costs increased $1.2 million, or 2.8%, to $44.1 million as a result of increases in leachate costs due to wet weather, gas system costs and continued focus on enhancing safety programs.

    Fiscal Year Ended December 31, 2014 compared to the Fiscal Year Ended December 31, 2013

        Operating expenses increased by $63.5 million, or 7.8%, to $882.6 million for fiscal 2014 from $819.1 million in fiscal 2013. Operating expenses, as a percentage of revenue, increased by 80 basis points in fiscal 2014 over fiscal 2013. Labor and related benefits increased by $19.6 million, or 7.5%, to $281.3 million. Approximately $4.2 million of this increase was attributable to merit-based wage increases, $1.3 million was attributable to weather-related impacts in the first quarter of fiscal 2014 and the remainder primarily due to acquisitions and increased overtime costs and temporary labor due to driver shortages. Transfer and disposal

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costs increased by $18.7 million, or 9.9%, to $207.8 million. The increase was primarily driven by increased volume in the collection operation, increased third party disposal costs and higher transportation costs. Maintenance and repairs expense increased by $12.4 million, or 12.1%, to $114.9 million. The increase was driven by weather impacts in the first quarter of fiscal 2014, as well as increased cost of parts and increased overtime wages due to a shortage of mechanics. Fuel costs increased $1.6 million, or 1.6%, to $101.3 million, of which $0.4 million was driven by weather impacts on the fuel burn in the first quarter of fiscal 2014, and the remaining increase was primarily attributable to acquisition volume. Franchise fees and taxes increased $7.7 million, or 13.5%, to $64.8 million during fiscal 2014 primarily due to increased volumes. Risk management expenses increased $4.9 million, or 20.9%, to $28.4 million during fiscal 2014 primarily due to adverse development in the severity of claims. Other operating costs decreased $1.4 million, or 1.6%, to $84.1 million in fiscal 2014, of which $0.6 million was related to weather impacts in the first quarter of fiscal 2014 and an increase in the cost of leachate treatment due to wet weather and taxes and utilities at our operating sites.

    Fiscal Year Ended December 31, 2013 compared to the Fiscal Year Ended December 31, 2012

        Operating expenses increased by $490.3 million, or 149.1%, to $819.1 million for fiscal 2013 from $328.8 million in fiscal 2012. Labor and related benefits increased by $158.3 million, or 153.1%, to $261.7 million, which was attributable to the Veolia Acquisition and other acquisition activity, as well as merit-based wage increases in fiscal 2013 and increases in health care costs. Transfer and disposal costs increased by $105.4 million, or 125.9%, to $189.1 million, of which the Veolia Acquisition accounted for $101.1 million. Offsetting this increase were the benefits of increased internalization of waste which reduces the cost base. Maintenance and repairs expense increased by $62.0 million, or 153.1%, to $102.5 million, all attributable to the Veolia Acquisition. Absent the Veolia Acquisition, maintenance and repairs expenses decreased due to an effort to standardize maintenance programs. During fiscal 2013, our fuel costs increased $56.2 million, or 129.2%, to $99.7 million. The impact of the Veolia Acquisition accounted for $57.5 million of our fiscal 2013 fuel costs. Excluding the impact of the Veolia Acquisition our fuel costs were relatively stable year over year. Franchise fees and taxes increased $41.7 million, or 270.8%, to $57.1 million during fiscal 2013 primarily due to the Veolia Acquisition businesses in franchise markets. Risk management expenses increased $12.6 million, or 115.6%, to $23.5 million during fiscal 2013 primarily due to the Veolia Acquisition offset by the favorable development of existing claims compared to the prior year. Other operating costs increased $54.1 million, or 172.3%, to $85.5 million in fiscal 2013, of which $46.9 million relates to the Veolia Acquisition. Additional costs were incurred in fiscal 2013 as a result of extremely wet weather, which increased landfill leachate disposal costs and costs incurred to control odor issues at our Moretown landfill.

Accretion of Landfill Retirement Obligations

        Accretion expense was $6.7 million and $6.2 million for the six months ended June 30, 2015 and 2014, respectively. The increase of $0.5 million for the six months ended June 30, 2015 compared to the six months ended June 30, 2014 was primarily attributable to the timing of certain capping obligations.

        Accretion expense was $13.5 million, $13.7 million and $7.9 million for fiscal 2014, 2013 and 2012, respectively. Accretion expense decreased by $0.2 million in 2014 from 2013 primarily due to lower average interest rates and expenditures of capping and post-closure related costs. The increase in 2013 over 2012 was primarily related to the Veolia Acquisition

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contributing approximately $8.1 million in 2013 offset by expenditures on capping and post-closure related costs. For a discussion of factors affecting capping obligations, see the "—Critical Accounting Policies and Estimates—Landfill Accounting."

Selling, General and Administrative

        Selling, general and administrative expenses include salaries, legal and professional fees, rebranding and integration costs and other expenses. Salaries expenses include salaries and wages, health and welfare benefits and incentive compensation for corporate and field general management, field support functions, sales force, accounting and finance, legal, management information systems, and clerical and administrative departments. Rebranding and integration costs are those costs associated with renaming all of the acquired and merged businesses' trucks and containers and those costs expended to align the corporate and strategic operations of the acquired and merged businesses. Other expenses include rent and office costs, fees for professional services provided by third parties, marketing, directors' and officers' insurance, general employee relocation, travel, entertainment and bank charges, but excludes any such amounts recorded as restructuring charges.

        The following table provides the components of our selling, general and administrative expenses for the periods indicated (in millions and as a percentage of our revenue):

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Salaries

  $ 45.3     6.6 % $ 47.2     6.9 % $ 90.1     6.4 % $ 89.7     6.8 % $ 42.4     7.9 %

Legal and professional

    5.4     0.8 %   5.6     0.8 %   10.7     0.8 %   8.7     0.7 %   6.4     1.2 %

Rebranding and integration costs

        %   3.5     0.5 %   7.1     0.5 %   25.8     2.0 %   32.2     6.0 %

Other

    22.2     3.2 %   23.8     3.5 %   47.0     3.3 %   46.7     3.5 %   20.0     3.7 %

Total selling, general and administrative expenses

  $ 72.9     10.6 % $ 80.1     11.8 % $ 154.9     11.0 % $ 170.9     13.0 % $ 101.0     18.8 %

    Six Months Ended June 30, 2015 compared to the Six Months Ended June 30, 2014

        Our salaries expenses decreased by $1.9 million, or 4.0%, for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014, primarily attributable to a reduction in force action that occurred in August 2014. Legal and professional fees decreased $0.2 million, or 3.6%, to $5.4 million primarily as a result of timing related to defense of legal matters. Refer to Note 7 "Commitments and Contingencies" in the unaudited condensed consolidated financial statements included elsewhere in this propsectus.

        The decrease in rebranding and integration costs for the six months ended June 30, 2015 compared to the six months ended June 30, 2014 was a result of completing the overall programs associated with the rebranding and integration related to the Veolia Acquisition in 2014.

        Other selling, general and administrative expenses decreased $1.6 million, or 6.7%, driven by an improved focus on customer collection efforts, resulting in a reduction in bad debt expense and other cost reduction efforts.

    Fiscal Year Ended December 31, 2014 compared to the Fiscal Year Ended December 31, 2013

        Salaries expenses increased by $0.4 million for fiscal 2014 compared to fiscal 2013, but decreased 40 basis points as a percentage of revenue. The increase was primarily due to merit increases in fiscal 2014, offset by lower salaries expense related to a reduction in force

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that occurred in August 2014 and the resignation of an executive in the first quarter of fiscal 2014.

        Legal and professional fees increased by $2.0 million in fiscal 2014 compared to fiscal 2013, primarily as a result of increased fees related to the defense of a legal matter. Refer to Note 20 "Commitments and Contingencies" in the audited consolidated financial statements included elsewhere in this prospectus for further details regarding the legal matter.

        Rebranding and integration costs were primarily related to the costs associated with the integration program from the Veolia Acquisition and other entities. The decrease of $18.7 million in fiscal 2014 from fiscal 2013 was primarily a result of efforts to complete the integration program in fiscal 2014.

        Other selling, general and administrative expenses increased by $0.3 million, but decreased 20 basis points as a percentage of revenue, mainly due to an increase in bank charges and payroll processing costs.

    Fiscal Year Ended December 31, 2013 compared to the Fiscal Year Ended December 31, 2012

        Salaries expenses increased by $47.3 million in fiscal 2013 compared to fiscal 2012 primarily due to the Veolia Acquisition, which contributed $47.3 million. Other contributing factors to the increase included increases in stock compensation expense of $3.3 million, retention bonuses paid to certain employees of $3.2 million, merit-based wage increases of $1.9 million and increased corporate employees and region staff.

        Legal and professional fees increased by $2.3 million in fiscal 2013 compared to fiscal 2012 primarily as a result of increased fees related to union contract negotiations and costs incurred in connection with the defense of a legal matter. Refer to Note 20 "Commitments and Contingencies" in the audited consolidated financial statements included elsewhere in this prospectus for further details regarding the legal matter.

        Rebranding and integration costs are mainly related to the costs associated with the Veolia Acquisition. These costs are mainly comprised of professional fees, including legal, accounting, engineering and rebranding fees paid to outside parties to rebrand all containers and equipment. The decrease of $6.4 million in fiscal 2013 compared to fiscal 2012 is primarily a result of due diligence and merger and acquisition costs paid in fiscal 2012 in connection with the Veolia Acquisition, which did not recur in fiscal 2013.

        Other selling, general and administrative expenses increased by $26.7 million mainly due to the Veolia Acquisition and increased rent for a corporate and regional offices.

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Depreciation and Amortization

        The following table summarizes the components of depreciation and amortization expense by asset type (in millions and as a percentage of our revenue).

 
  Six Months Ended June 30,   Year Ended December 31,  
 
  2015   2014   2014   2013   2012  

Depreciation, amortization and depletion of property and equipment expense

  $ 105.9     15.4 % $ 111.8     16.4 % $ 229.1     16.3 % $ 236.7     17.9 % $ 88.6     16.5 %

Amortization of other intangible assets and other assets

    21.5