CWST

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How CWST rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

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These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, tariffs, interest rates and access to capital markets.
Negative economic conditions can result in decreased consumer spending and decreases in solid waste volumes generated in the collection and disposal businesses, which negatively impacts our ability to grow through new business or service upgrades and the sales price of commodities in our recycling business, and may result in customer turnover and a reduction in customers’ waste service needs.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, or front line workers for our recycling facilities, our financial condition and operating results could be materially impacted.
These deficiencies could lead to operational inefficiencies, regulatory non-compliance, or an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation.
The price and supply of fuel is unpredictable and fluctuates based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, tariffs, war and unrest in oil producing countries and regional production patterns.
In fiscal year 2025, we consumed approximately 15 million gallons of diesel fuel in our solid waste operations.
In addition, while we expect we will be able to fund some of our acquisitions with our existing financial resources, we may require additional financing, including debt, to pursue certain acquisitions.
We may not be able to incur additional debt on terms favorable to us or at all.
In addition, the potential for increased regulation of PFAS and other emerging contaminants may lead to increased compliance and remediation costs, or litigation risks, which could adversely impact our financial condition and results of operations.
While 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, we may be liable for damage resulting from conditions existing before we acquired these businesses.
Further, the counterparties in such transactions may be unable to perform their indemnification obligations owed to us.
Suspension or revocation of permits could impact our operations and could have a material impact on our financial results.
We are, and may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, including natural resource damage, personal injury, and/or property damage or impairment, or seeking to impose civil penalties or injunctive relief or overturn or prevent the issuance of an operating permit or authorization, any of which may result in us incurring significant liabilities that could adversely impact our financial condition and results of operations.
For information regarding legal proceedings and environmental remediation matters, see Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8.
The conduct of our businesses is also subject to various other laws and regulations administered by federal, state and local governmental agencies, including tax laws, employment laws, health and safety laws, privacy laws and competition laws, among others.
See Note 18, Other Items and Charges to our consolidated financial statements included under Item 8.
“ Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for disclosure over the closure of our organics facility.
Permitting processes are often lengthy, costly, and subject to regulatory scrutiny, public participation, and political pressures.
Local communities and citizen groups, adjacent landowners, governmental agencies, and other stakeholders have opposed and may in the future oppose the issuance, renewal, or modification of permits or approvals, allege violations of permits or applicable laws or regulations, or seek to impose liability for environmental impacts, any of which could delay or prevent permitting, increase costs, or adversely affect our reputation and ability to do business.
See Note 13, Commitments and Contingencies to our consolidated financial statements included under Item 8.
Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during the fiscal year ending December 31, 2027 (“fiscal year 2027”).
Also, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of the fiscal year ending December 31, 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill.
Global and domestic factors such as recycling commodity inventory levels, inflation, tariffs, changes to international waste importation and exportation laws, consumer spending and economic activity levels may result in lower recycling commodity prices.
In addition, the timing of any such final capping, closure or post-closure costs, which exceed established accruals or are required to be accelerated if a landfill closure occurs earlier than anticipated, may further negatively affect our business.
The business and assets we operate expose us to safety, operational and other risks, and our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.
These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, natural disasters, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction.
From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to: (1) any operation or other asset that is being sold, permanently shut down or impaired or has not generated or is not expected to generate sufficient cash flow; (2) any landfill or development project, or growth oriented investment that is not expected to be successfully completed or generate a sufficient return on investment; or (3) any goodwill or other intangible assets that are determined to be impaired.
This seasonality reflects the lower volume of solid waste during the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the northeastern United States where we are geographically located.
As of January 31, 2026, approximately 5% of our employees were represented by unions.
Alternatives to landfill disposal could reduce our disposal volumes and adversely affect our revenues and operating results.
Many of the states and local jurisdictions in which we operate require counties and municipalities to adopt solid waste management plans designed to reduce landfill disposal through source reduction, recycling, composting, organics diversion, and similar programs.
Certain jurisdictions also restrict or prohibit the disposal of specific waste streams, such as yard waste and organics, in landfills.
In addition, many of our customers are voluntarily increasing diversion to alternatives to landfill disposal and reducing the amount of waste they generate.
Large commercial and industrial customers increasingly have adopted zero-waste or landfill-diversion goals, and some jurisdictions have enacted, or are considering, regulations such as extended producer responsibility, organics diversion, and minimum recycled content requirements.
While these initiatives support environmental sustainability and climate goals, they have reduced, and are expected to continue to reduce, landfill disposal volumes and may adversely affect demand for and pricing of landfill disposal services.
As a result, we may not be able to operate our landfills at historical volumes or maintain current pricing levels.
If we are unable to expand or adapt our service offerings to manage diverted waste streams or support customers’ waste reduction objectives, our financial condition and results of operations could be adversely affected.
Risks Related to Technology and Information Security We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
Upgrades to our technology infrastructure are ongoing and include a comprehensive Lead to Cash solution, on-board computers, dynamic route optimization, procurement optimization, e-commerce platforms, digital customer engagement platforms, cybersecurity initiatives, and other systems that we believe will improve our internal processes and the productivity of our employees and enhance customer engagement.
These upgrades are complex and our operations are increasingly dependent on technology, and there can be no assurance that these initiatives will be implemented successfully or that they will result in the expected productivity gains, revenue growth or operating cost reductions within our anticipated timeline, or at all.

and 16 more.

Gone since FY2024

These risks include those with respect to consumer confidence, global supply chain disruptions, uncertainty associated with public policy changes at the federal and state levels, inflation, labor supply, fuel prices, interest rates and access to capital markets.
Negative economic conditions can result in decreased consumer spending and decreases in solid waste volumes generated in the collection and disposal businesses, which negatively impacts our ability to grow through new business or service upgrades and the sales price of commodities in our recycling business, and may result in customer turnover and reduction in customers’ waste service needs.
If we are unable to hire and retain sufficient numbers of drivers to service our collection and disposal routes, mechanics to maintain our trucks, and front line workers for our recycling facilities, our financial condition and operating results could be materially impacted.
These deficiencies could lead to operational inefficiencies, regulatory non-compliance, and an inability to meet the demands of an expanding business, adversely impacting our financial performance and reputation.
The price and supply of fuel is unpredictable and fluctuates based on events beyond our control, including among others, geopolitical developments, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regional production patterns.
In fiscal year 2024, we consumed approximately 14 million gallons of diesel fuel in our solid waste operations.
In addition, the potential for increased regulation of PFAS and other emerging contaminants could lead to increased compliance and remediation costs, or litigation risks, which could adversely impact our financial condition and results of operations.
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.
We are, and may be in the future, a defendant in lawsuits brought by parties alleging environmental damage, including natural resource damage, personal injury, and/or property damage or impairment, or seeking to impose civil penalties or injunctive relief or overturn or prevent the issuance of an operating permit or authorization, all of which may result in us incurring significant liabilities.
For information regarding legal proceedings and environmental remediation matters, see Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8.
The conduct of our businesses is also subject to various other laws and regulations administered by federal, state and local governmental agencies, including tax laws, employment laws, privacy laws and competition laws, among others.
See Note 12, Commitments and Contingencies to our consolidated financial statements included under Item 8.
Given our current expected run rate and remaining available capacity at our NCES Landfill in Bethlehem, New Hampshire, we may consume all remaining permitted capacity at our NCES Landfill during 2027.
Also, On December 5, 2024, the Board of Supervisors of Ontario County, New York approved a motion to close the Ontario County Landfill in Seneca, New York at the end of 2028 upon the expiration of the 25-year OMLA, at which time we intend to cease operations at the Ontario County Landfill.
Global and domestic factors such as recycling commodity inventory levels, inflation, consumer spending and economic activity levels may result in lower recycling commodity prices.
We are upgrading our technology infrastructure and there can be no assurance that our efforts will be completed on the projected timetable or that our investment will result in the expected gains.
Upgrades to our technology infrastructure are ongoing and include a comprehensive Lead to Cash solution, on-board computers, dynamic route optimization, procurement optimization, cybersecurity initiatives, and other systems that we believe will improve our internal processes and the productivity of our employees.
These upgrades are complex and there can be no assurance that they will result in expected productivity gains and operating cost reductions on our anticipated timeline, if at all.
In addition, if we are not able to maintain the security of our data, confidential information about us or our customers or suppliers could be inadvertently disclosed, subjecting us to possible expenses and other liabilities as well as adversely impacting customer and other third-party relationships.
If we are unable to benefit from new technologies, we may be at a competitive disadvantage to other companies in the waste management industry, in which case our operating results could suffer.
In addition, the timing of any such final capping, closure or post-closure costs, which exceed established accruals, may further negatively affect our business.
Our insurance coverage and self-insurance reserves may be inadequate to cover all significant risk exposures.
These risks include, among others, the risk of truck accidents, equipment defects, malfunctions and failures, improper use of dangerous equipment, the release of hazardous substances, fire and explosion, any of which could result in environmental liability, personal injury, loss of life, business interruption or property damage or destruction.
From time to time in future periods, we may be required to incur a charge against earnings in an amount equal to any unamortized capitalized expenditures and advances, net of any portion thereof that we estimate will be recoverable, through sale or otherwise, relating to: (1) any operation or other asset that is being sold, permanently shut down or impaired or has not generated or is not expected to generate sufficient cash flow; (2) any landfill or development project, or growth oriented investment that is not expected to be successfully completed or generate a sufficient return on investment; and (3) any goodwill or other intangible assets that are determined to be impaired.
This seasonality reflects the lower volume of solid waste during the late fall, winter and early spring months primarily because the volume of waste relating to C&D activities decreases substantially during the winter months in the eastern United States where we are geographically located.
As of January 31, 2025, approximately 3% of our employees were represented by unions.
As of December 31, 2024, we had $1,148.2 million of outstanding principal indebtedness (excluding $24.6 million of outstanding letters of credit issued under our $800.0 million term loan A facility, and $700.0 million revolving line of credit facility with a $155.0 million sublimit for letters of credit (collectively, the “Credit Facility”)).
As of December 31, 2024, we had $675.4 million of unused commitments remaining under the Credit Facility, subject to customary borrowing conditions, and approximately $383.3 million in cash, cash equivalents and restricted cash available to help meet our short-term and long-term liquidity needs.
We have the right to request, at our discretion, an increase in the amount of loans under the Credit Facility by an aggregate amount of $200,000, subject to further increase based on the terms and conditions set forth in the Credit Agreement.
This amount of indebtedness, our ability to incur additional indebtedness, and our debt service requirements may limit our financial flexibility to access additional capital and make capital expenditures and other investments in our business, to withstand economic downturns and interest rate increases, to plan for or react to changes in our business and our industry, and to comply with the financial and other covenants included in the Credit Facility.
Risks Related to Our Common Stock Holders of our Class A common stock are entitled to one vote per share, and holders of our Class B common stock are entitled to ten votes per share.
The lower voting power of the Class A common stock may negatively affect the attractiveness of our Class A common stock to investors and, as a result, its market value.
We have two classes of common stock: Class A common stock, which is entitled to one vote per share, and Class B common stock, which is entitled to ten votes per share.
All of the outstanding Class B common stock are beneficially owned by John W.
Casella, our Chairman and Chief Executive Officer; certain trusts for the benefit of Mr.
Casella, a member of our Board of Directors who is Mr.
John Casella's brother; and certain trusts for the benefit of Mr.
Except for the election of one of our directors and in certain limited circumstances required by applicable law, holders of Class A common stock and Class B common stock vote together as a single class on all matters to be voted on by our stockholders.
As of January 31, 2025, an aggregate of 988,200 shares of our Class B common stock, representing 9,882,000 votes, were outstanding.
Based on the number of shares of common stock outstanding as of January 31, 2025, the shares of our Class A common stock and Class B common stock beneficially owned by John W.

and 3 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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