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ITEM 1.	BUSINESS

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Volume Growth - We believe waste volumes are driven by population growth, household formation and new business formation. Volume growth through increases in our customer base and service offerings is the most capital efficient method to grow our business. We seek to obtain long-term contracts for collecting solid waste and recyclable materials under residential collection contracts with municipalities, exclusive franchise agreements, and small-container and large-container contracts. We also look to enter into long-term disposal and recycling processing contracts with municipalities and other third parties. By obtaining such long-term agreements, we can grow our contracted revenue base at the same rate as the underlying economic growth in these markets. In addition, by securing a base of long-term recurring revenue, we are better able to protect our market position from competition. We work to increase volumes while ensuring that prices charged for services provide an appropriate return on our capital investment.

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•	Price Increases - We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an adequate return on our substantial investments in vehicles, equipment, landfills, transfer stations and recycling centers.

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Expansion of Recycling Capabilities - Based on an industry trade publication, we believe approximately 35% of municipal solid waste is recycled. Communities have increasingly committed to enhance and expand their recycling programs for their residents. We continue to focus on innovative waste disposal processes and programs to help our customers achieve their goals related to sustainability and environmentally sound waste practices while also generating an acceptable return. We will continue to look for opportunities to expand our recycling capabilities in markets where customers are demanding these services and demonstrating a willingness to pay, and we can earn an appropriate return on our investment.

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Infrastructure Development - We seek to identify opportunities to further our position as an integrated service provider in markets where we are not fully integrated. Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, transfer stations, landfills and recycling centers. Where appropriate, we obtain permits to build transfer stations, recycling centers and landfills that would vertically integrate our waste services or expand the service areas for our existing disposal sites. Development projects, while generally less capital intensive than acquisitions, typically require extensive permitting efforts that can take years to complete with no assurance of success. We undertake development projects when we believe there is a reasonable probability of success and where reasonably priced acquisition opportunities are not available.

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Acquisitions and Public-Private Partnerships - Our acquisition growth strategy focuses primarily on acquiring privately held solid waste and recycling companies that complement our existing business platform. We believe our ability to successfully complete these acquisitions is enhanced by the challenges facing many privately held companies, including increasing competition in the solid waste industry, increasing capital requirements due to changes in solid waste regulatory requirements and the limited number of exit strategies for privately held companies. We also evaluate opportunities to acquire operations and facilities that are being divested by other publicly owned waste companies.

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•	PBS enables us to identify and segment customers’ buying priorities, and attract customers that are willing to pay for enhanced offerings.

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•	Capture is a cloud-based pricing tool that creates a more professional sales experience, helps realize better pricing levels at the point of sale and provides enhanced controls over the price quoting process.

•	Our MyResource customer portal and mobile app are online account management tools, allowing customers access to their accounts and our services.

•	Our e-commerce sales channel allows customers to secure services on a real-time basis, provides capabilities to meet our customer's evolving buying preferences, and provides a lower cost sales channel.

•	Operations. We are working to minimize the effect of our operations around our fleet, our landfills and our buildings. Whenever we reduce waste and inefficiency, we become more sustainable and reduce our costs.

•	Materials Management. We recognize we have an opportunity to extract value from materials in the waste stream in the form of commodities and energy and also reduce greenhouse gas emissions from those materials.

•	Communities. We are devoted to being a good neighbor through customer and community engagement, philanthropic giving, and infrastructure investments.

•	Safety. We are committed to creating a safe environment for our employees, our customers and the communities we serve.

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•	People. We employ and develop talented professionals who are committed to our planet, our customers and our Company.

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•	The Solid Waste Disposal Act, including the Resource Conservation and Recovery Act (RCRA).  RCRA establishes a framework for regulating the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous solid waste, and requires states to develop programs to ensure the safe disposal of solid waste in sanitary landfills.

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The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA). CERCLA, among other things, provides for the cleanup of sites from which there is a release or threatened release of a hazardous substance into the environment. CERCLA may impose strict joint and several liability for the costs of cleanup and for damages to natural resources upon current owners and operators of a site, parties who were owners or operators of a site at the time the hazardous substances were disposed of, parties who transported the hazardous substances to a site, and parties who arranged for the disposal of the hazardous substances at a site. Under the authority of CERCLA and its implementing regulations, detailed requirements apply to the manner and degree of investigation and remediation of facilities and sites where hazardous substances have been or are threatened to be released into the environment. Liability under CERCLA is not dependent on the existence or disposal of only “hazardous wastes,” but also can be based upon the existence of small quantities of more than 700 “substances” characterized by the EPA as “hazardous,” many of which are found in common household waste. Among other things, CERCLA authorizes the federal government to investigate and remediate sites at which hazardous substances have been or are threatened to be released into the environment, or to order persons potentially liable for the cleanup of the hazardous substances to do so themselves. In addition, the EPA has established a National Priorities List of sites at which hazardous substances have been, or are threatened to be, released and which require investigation or cleanup.

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The Federal Water Pollution Control Act of 1972 (the Clean Water Act). This act regulates the discharge of pollutants from a variety of sources, including solid waste disposal sites, into streams, rivers and other waters of the United States. Runoff from our landfills and transfer stations that is discharged into surface waters through discrete conveyances must be covered by discharge permits that generally require us to conduct sampling and monitoring, and, under certain circumstances, to reduce the quantity of pollutants in those discharges. Storm water discharge regulations under the Clean Water Act require a permit for certain construction activities and for runoff from industrial operations and facilities, which may affect our operations. If a landfill or transfer station discharges wastewater through a sewage system to a publicly owned treatment works, the facility must comply with discharge limits imposed by that treatment works. In addition, states may adopt groundwater protection programs under the Clean Water Act or the Safe Drinking Water Act that could affect the manner in which our landfills monitor and control their waste management activities. Furthermore, if development at any of our facilities alters or affects wetlands, we may be required to secure permits before such development starts. In these situations, permitting agencies may require mitigation of wetland impacts.

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The Clean Air Act.  The Clean Air Act imposes limitations on emissions from various sources, including landfills. In March 1996, the EPA promulgated regulations that require large municipal solid waste landfills to install landfill gas monitoring systems along with landfill gas control systems unless emissions are below established thresholds. These regulations apply to landfills that commenced construction, reconstruction or modification on or after May 30, 1991, and, principally, to landfills that can accommodate 2.5 million cubic meters or more of municipal solid waste. The regulations apply whether the landfills are active or closed. The date by which each affected landfill must have a gas collection and control system installed and made operational varies depending on calculated emission rates at the landfill. On July 14, 2016, the EPA issued final amendments to its regulations that require large landfills that commenced construction, reconstruction, or modification on or after July 17, 2014 to capture additional landfill gas to reduce emissions of methane and certain non-methane gases, which are recognized as greenhouse gases. In a separate rule finalized that same day, the EPA issued updates to its 1996 Emission Guidelines to reduce emissions of landfill gas from existing active landfills. Both actions were part of the Obama Administration's Climate Action Plan - Strategy to Reduce Methane Emissions. These and other efforts to curtail the emission of greenhouse gases and to ameliorate the effect of climate change may require our landfills to deploy more stringent emission controls and monitoring systems, with resulting capital or operating costs. Many state regulatory agencies also currently require monitoring systems for the collection and control of certain landfill gas. Certain of these state agencies are also implementing greenhouse gas control regulations that would also apply to landfill gas emissions. See Item 1A, Risk Factors – “Regulation of greenhouse gas emissions could impose costs on our operations, the magnitude of which we cannot yet estimate,” in this Form 10-K.

•	The Occupational Safety and Health Act of 1970 (OSHA).  This act authorizes the Occupational Safety and Health Administration of the U.S. Department of Labor to promulgate occupational safety and health standards. A number of these standards, including standards for notices of hazardous chemicals and the handling of asbestos, apply to our facilities and operations.

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ITEM 1A.	RISK FACTORS

•	general economic and market conditions, including inflation and changes in commodity pricing, fuel, interest rates, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;

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whether our estimates and assumptions concerning our selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions, and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate;

•	competition and demand for services in the solid waste industry;

•	price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel, and may cause us to lose volume;

•	our ability to manage growth and execute our growth strategy;

•	our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills;

•	the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements;

•	our ability to retain our investment grade ratings for our debt;

•	our dependence on key personnel;

•	our dependence on technology in our operations;

•	our dependence on large, long-term collection, transfer and disposal contracts;

•	the capital intensive nature of our business, which may consume cash in excess of cash flow from operations;

•	exposure to environmental liabilities or remediation requirements, to the extent not adequately covered by insurance, which could result in substantial expenses;

•	risks associated with undisclosed liabilities of acquired businesses;

•	risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body;

•	severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;

•	compliance with existing and future legal and regulatory requirements, including limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;

•	safety and operational risks, including the risk of personal injury to our employees or third parties;

•	potential increases in our costs if we are required to provide additional funding to any multiemployer pension fund to which we contribute or if a withdrawal event occurs with respect to any such fund;

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•	the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages;

•	the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;

•	changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;

•	the impact of U.S. and international tax laws and regulations on our business;

•	a cyber-security incident that could negatively impact our business and our relationships with customers; and

•	acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the United States.

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•	desirable acquisition candidates exist or will be identified;

•	we will be able to acquire any of the candidates identified;

•	we will effectively integrate and manage companies we acquire; or

•	any acquisitions will be profitable or accretive to our earnings.

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ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

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ITEM 3.	LEGAL PROCEEDINGS

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ITEM 4.	MINE SAFETY DISCLOSURES

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ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

(a)

In October 2017, our board of directors added $2.0 billion to the existing share repurchase authorization that now extends through December 31, 2020. Before this, $98.4 million remained under a prior authorization. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws. While the board of directors has approved the program, the timing of any purchases, the prices and the number of shares to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time. As of December 31, 2017, there were 0.5 million repurchased shares pending settlement and $33.8 million was unpaid and included within other accrued liabilities.

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(b)	The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October 2015 and October 2017 authorizations.

(c)	Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units issued to employees.

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ITEM 6.	SELECTED FINANCIAL DATA

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ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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•	Average yield increased revenue by 2.5% due to positive pricing in all lines of business.

•	The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, increased revenue by 0.4%. These fees fluctuate with the price of fuel and, consequently, any decrease in fuel prices results in a decrease in our revenue. Higher fuel recovery fees for 2017 resulted primarily from the increase in fuel prices when compared to fuel prices for the same period in 2016.

•	Volume increased revenue by 1.8% primarily due to volume growth in our large-container collection, landfill and transfer station lines of business, which were partially offset by volume declines in our small-container collection line of business. The volume increase in our landfill line of business is primarily attributable to increased special waste and construction and demolition volumes.

•	Recycled commodities increased revenue by 0.9% primarily due to increased commodity prices. The average price for old corrugated containers for 2017 was $159 per ton compared to $114 per ton for 2016. The average price of old newsprint for 2017 was $100 per ton compared to $99 per ton for 2016. Our processed recycled commodity volume was approximately 2.5 million tons sold for both 2017 and 2016.

•	Acquisitions increased revenue by 0.8% due to our continued acquisition growth strategy of acquiring privately held solid waste and recycling companies that complement our existing business platform.

•	Average yield increased revenue by 2.1% due to positive pricing in all lines of business.

•	The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.8%. These fees fluctuate with the price of fuel and, consequently, any decrease in fuel prices results in a decrease in our revenue. Lower fuel recovery fees for 2016 resulted primarily from the decrease in fuel prices.

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Volume increased revenue by 1.0% primarily due to volume growth in our large-container collection, landfill and transfer station lines of business, which were partially offset by volume declines in our residential collection line of business. The volume increase in our landfill line of business is primarily attributable to increased municipal solid waste and construction and demolition volumes offset by declines in our special waste volume.

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Recycled commodities increased revenue by 0.5% primarily due to increased commodity prices and processing fees. The average price for old corrugated containers for 2016 was $114 per ton compared to $103 per ton for 2015. The average price of old newsprint for 2016 was $99 per ton compared to $80 per ton for 2015. Our processed recycled commodity volume was approximately 2.5 million tons sold for both 2016 and 2015.

•	Acquisitions increased revenue by 0.6% primarily due to our continued acquisition growth strategy of acquiring privately held solid waste and recycling companies that complement our existing business platform.

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Labor and related benefits increased in aggregate dollars due to increased hourly and salaried wages as a result of merit increases, increased headcount, higher collection volumes and higher health care and benefits costs. However, as a percentage of revenue, labor and related benefits costs decreased due to higher large-container collection and post-collection revenue primarily driven by our transfer and landfill lines of business.

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•	Transfer and disposal costs increased in aggregate dollars primarily due to higher collection volumes. During both 2017 and 2016, approximately 68% of the total waste volume we collected was disposed at landfill sites that we own or operate (internalization).

•	Maintenance and repairs expense increased in aggregate dollars due to higher collection volumes, cost of parts, and internal labor. However, as a percentage of revenue, maintenance and repair costs decreased due to an increase in large-container collection and post-collection revenue primarily driven by our transfer and landfill lines of business.

•	Transportation and subcontract costs increased primarily due to higher collection and transfer station volumes.

•	Our fuel costs increased due to higher prices of diesel fuel and the expiration of compressed natural gas (CNG) tax credits. The national average fuel cost per gallon for 2017 was $2.65 compared to $2.30 for 2016, an increase of $0.35 or approximately 15%.

•	Franchise fees and taxes increased in aggregate dollars primarily due to volume increases in our landfill line of business.

•	Landfill operating expenses increased due to volume increases in our landfill line of business and increased leachate transportation and disposal costs and landfill maintenance costs.

•	Risk management expenses increased primarily due to favorable actuarial developments in our workers' compensation program recorded during 2016 that did not recur in 2017. Additionally, we had unfavorable actuarial development in our auto liability insurance program in 2017.

•	During 2017, cost of goods sold increased primarily due to higher rebates paid for volumes delivered to our recycling facilities as a result of the increase in commodity prices.

•	During 2017, other costs of operations increased primarily due to higher occupancy and facility costs due to a 2016 favorable property tax settlement, facility repairs and third-party equipment rental.

•	Labor and related benefits increased due to increased hourly and salaried wages as a result of merit increases, increased headcount, higher collection volumes and acquisitions. Additionally, there was an increase in health care costs.

•	Transfer and disposal costs increased primarily due to higher collection volumes. During both 2016 and 2015, approximately 68% of the total waste volume we collected was disposed at landfill sites that we own or operate (internalization).

•	Maintenance and repairs expense increased due to higher collection volumes, cost of parts, internal labor, third-party truck repairs, vehicle complexity and costs associated with our fleet maintenance initiative.

•	Our fuel costs decreased due to lower prices of diesel fuel and our continued conversion to lower cost compressed natural gas (CNG). The national average fuel cost per gallon for 2016 was $2.30 compared to $2.71 for 2015, a decrease of $0.41 or approximately 15%.

•	Franchise fees and taxes increased primarily due to volume increases in our landfill line of business.

•	Landfill operating expenses increased due to volume increases in our landfill line of business and increased leachate transportation and disposal costs. Additionally, during 2015 we recorded favorable remediation adjustments that did not recur for the same period in 2016.

•	Risk management expenses increased primarily due to favorable actuarial developments in our workers' compensation program recorded during 2015 that were less favorable for 2016, coupled with continued unfavorable actuarial development in our vehicle liability insurance program.

•	During 2016, cost of goods sold increased primarily due to higher rebates paid for volumes delivered to our recycling facilities as a result of the increase in commodity prices.

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•	During 2015, we collected an insurance recovery of $50.0 million related to our closed Bridgeton Landfill in Missouri. As such, we recorded a reduction of remediation expenses which did not recur in 2016.

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•	Cost of operations unfavorably impacted operating income margin during 2017, primarily due to higher cost of goods sold and increased landfill operating costs.

•	Landfill depletion and amortization favorably impacted operating income margin during 2017, primarily as a result of increases in revenue.

•	Selling, general and administrative expenses had a minimal effect on operating income margin during 2017.

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•	Cost of operations favorably impacted operating income margin during 2017, primarily due to favorable operating leverage on transfer and disposal costs, labor and related benefits, and maintenance and repairs.

•	Landfill depletion and amortization favorably impacted operating income margin during 2017, primarily as a result of increases in revenue.

•	Selling, general and administrative expenses had a favorable impact on operating income margin during 2017 primarily due to lower labor and related benefit costs resulting from decreased headcount related to our restructuring.

•	Cost of operations favorably impacted operating income margin during 2016, primarily due to lower fuel costs resulting from lower prices of diesel fuel and lower risk management expenses. These favorable items were partially offset by higher cost of goods sold, landfill operating costs, labor and related benefits costs, and repair and maintenance costs.

•	Landfill depletion and amortization unfavorably impacted operating income margin during 2016, primarily due to an overall increase in the average depletion and amortization rate and increased landfill disposal volumes. The increase was partially offset by favorable amortization adjustments during 2016 compared to unfavorable amortization adjustments in 2015.

•	Selling, general and administrative expenses had a favorable impact on operating income margin during 2016 primarily due to net favorable litigation adjustments and reduced acquisition-related transaction costs.

•	Cost of operations favorably impacted operating income margin during 2016, primarily due to lower fuel costs resulting from lower prices of diesel fuel and lower risk management expenses. These favorable items were partially offset by higher cost of goods sold, repair and maintenance costs, and transfer and disposal costs.

•	Landfill depletion and amortization favorably impacted operating income margin during 2016, primarily due to a decrease in the average depletion and amortization rate. Landfill depletion and amortization also was impacted by favorable amortization adjustments during 2016 compared to unfavorable amortization adjustments in 2015.

•	Selling, general and administrative expenses had a favorable impact on operating income margin during 2016 primarily due to lower labor and related benefit costs.

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Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $118.9 million during 2017 primarily due to growth in our revenues, compared to a $52.3 million increase in 2016. This was accompanied by an increase in our days sales outstanding due to a change in our revenue mix. As of December 31, 2017 and 2016, our days sales outstanding were 39.3 and 38.1 days, or 28.2 and 26.1 days net of deferred revenue, respectively.

•	Our accounts payable increased $21.7 million during 2017 compared to a decrease of $9.8 million during 2016, due to the timing of payments.

•	Cash paid for capping, closure and post-closure obligations was $14.7 million lower during 2017 compared to 2016. The decrease in cash paid for capping, closure, and post-closure obligations is primarily due to payments in 2016 related to a capping event at one of our closed landfills.

•	Cash paid for remediation obligations was $12.0 million lower during 2017 compared to 2016 primarily due to the timing of obligations.

•	Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $52.3 million during 2016 due to the timing of billings, net of collections, compared to a $15.7 million increase in 2015. As of December 31, 2016 and 2015, our days sales outstanding were 38.1 and 38.3 days, or 26.1 and 25.8 days net of deferred revenue, respectively.

•	Our accounts payable decreased $9.8 million during 2016 compared to an increase of $35.6 million during 2015 due to the timing of payments.

•	Cash paid for capping, closure and post-closure obligations was $11.0 million lower during 2016 compared to 2015 primarily due to payments in 2015 related to a required capping event at one of our closed landfills.

•	Cash paid for remediation obligations was $13.2 million lower during 2016 compared to 2015 primarily due to timing of obligations.

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•	Capital expenditures during 2017 were $989.8 million, compared with $927.8 million for 2016 and $945.6 million for 2015. Property and equipment received during 2017, 2016 and 2015 was $1,006.0 million, $915.6 million and $953.0 million, respectively.

•	Proceeds from sales of property and equipment during 2017 were $6.1 million, compared to $9.8 million for 2016 and $21.2 million for 2015.

•	During 2017, 2016 and 2015, we used $354.7 million, $62.4 million and $572.7 million, respectively, for business acquisitions and investments, net of cash acquired. During 2017 and 2016, we received $4.7 million and $15.0 million for business divestitures. There were no divestitures in 2015.

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Our restricted cash and marketable securities balance increased $47.7 million for 2017 and decreased $5.2 million and $15.3 million for 2016 and 2015, respectively. The increase of $47.7 million during 2017 is primarily due to the issuance of tax-exempt bonds, whereas the decrease of $5.2 million during 2016 is due to a release of a holdback related to one of our acquisitions. The decrease of $15.3 million during 2015 was due to a release of funds restricted for certain construction related activities.

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During 2017 we issued $650.0 million of senior notes for net cash proceeds of $648.9 million. During 2016 and 2015 we issued $500.0 million of senior notes for net cash proceeds of $498.9 million and $497.9 million, respectively. Net payments of notes payable and long-term debt were $131.7 million during 2017, compared to net payments of $395.7 million in 2016 and net proceeds of $2.7 million in 2015. For a more detailed discussion, see the "Financial Condition" section of this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

•	During 2017, we repurchased 9.6 million shares of our stock for $610.7 million. During 2016, we repurchased 8.4 million shares of our stock for $403.8 million. In October 2017, our board of directors added $2.0 billion to the existing share repurchase authorization. As of December 31, 2017, there was $1.8 billion remaining under our share repurchase authorization.

•	In July 2017, our board of directors approved an increase in our quarterly dividend to $0.345 per share. Dividends paid were $440.5 million, $418.9 million and $399.3 million for 2017, 2016 and 2015, respectively.

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•	Landfill development costs that are capitalized as an asset.

•	Landfill retirement obligations relating to our capping, closure and post-closure liabilities that result in a corresponding landfill retirement asset.

•	Changes in legislative or regulatory requirements may cause changes to the landfill site permitting process. These changes could make it more difficult and costly to obtain and maintain a landfill permit.

•	Studies performed could be inaccurate, which could result in the denial or revocation of a permit and changes to accounting assumptions. Conditions could exist that were not identified in the study, which may make the location not feasible for a landfill and could result in the denial of a permit. Denial or revocation of a permit could impair the recorded value of the landfill asset.

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Actions by neighboring parties, private citizen groups or others to oppose our efforts to obtain, maintain or expand permits could result in denial, revocation or suspension of a permit, which could adversely impact the economic viability of the landfill and could impair the recorded value of the landfill. As a result of opposition to our obtaining a permit, improved technical information as a project progresses, or changes in the anticipated economics associated with a project, we may decide to reduce the scope of, or abandon a project, which could result in an asset impairment.

•	Changes in legislative or regulatory requirements may require changes in the landfill technical designs. These changes could make it more difficult and costly to meet new design standards.

•	Technical design requirements, as approved, may need modifications at some future point in time.

•	Technical designs could be inaccurate and could result in increased construction costs, difficulty in obtaining a permit or the use of rates to recognize the amortization of landfill development costs and asset retirement obligations that are not appropriate.

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•	Estimates of future disposal capacity may change as a result of changes in legislative or regulatory design requirements.

•	The density of waste may vary due to variations in operating conditions, including waste compaction practices, site design, climate and the nature of the waste.

•	Capacity is defined in cubic yards but waste received is measured in tons. The number of tons per cubic yard varies by type of waste and our rate of compaction.

•	Actual future costs of construction materials and third-party labor could differ from the costs we have estimated because of the level of demand and the availability of the required materials and labor. Technical designs could be altered due to unexpected operating conditions, regulatory changes or legislative changes.

•	Changes in our future development cost estimates or our disposal capacity will normally result in a change in our amortization rates and will impact amortization expense prospectively. An unexpected significant increase in estimated costs or reduction in disposal capacity could affect the ongoing economic viability of the landfill and result in asset impairment.

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•	Changes in legislative or regulatory requirements, including changes in capping, closure activities or post-closure monitoring activities, types and quantities of materials used, or term of post-closure care, could cause changes in our cost estimates.

•	Changes in the landfill retirement obligation due to changes in the anticipated waste flow, changes in airspace compaction estimates or changes in the timing of expenditures for closed landfills and fully incurred but unpaid capping events are recorded in results of operations prospectively. This could result in unanticipated increases or decreases in expense.

•	Actual timing of disposal capacity utilization could differ from projected timing, causing differences in timing of when amortization and accretion expense is recognized for capping, closure and post-closure liabilities.

•	Changes in inflation rates could impact our actual future costs and our total liabilities.

•	Changes in our capital structure or market conditions could result in changes to the credit-adjusted risk-free rate used to discount the liabilities, which could cause changes in future recorded liabilities, assets and expense.

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•	Amortization rates could change in the future based on the evaluation of new facts and circumstances relating to landfill capping design, post-closure monitoring requirements, or the inflation or discount rate.

•	We own the land associated with the expansion airspace or control it pursuant to an option agreement;

•	We are committed to supporting the expansion project financially and with appropriate resources;

•	There are no identified fatal flaws or impediments associated with the project, including political impediments;

•	Progress is being made on the project;

•	The expansion is attainable within a reasonable time frame; and

•	We believe it is likely we will receive the expansion permit.

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We may be unsuccessful in obtaining permits for probable expansion disposal capacity because of the failure to obtain the final local, state or federal permits or due to other unknown reasons. If we are unsuccessful in obtaining permits for probable expansion disposal capacity, or the disposal capacity for which we obtain approvals is less than what was estimated, both our estimated total costs and disposal capacity will be reduced, which generally increases the rates we charge for landfill amortization and capping, closure and post-closure accruals. An unexpected decrease in disposal capacity could also cause an asset impairment.

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We cannot determine with precision the ultimate amounts of our environmental remediation liabilities. Our estimates of these liabilities require assumptions about uncertain future events. Thus, our estimates could change substantially as additional information becomes available regarding the nature or extent of contamination, the required remediation methods, timing of expenditures, the final apportionment of responsibility among the potentially responsible parties identified, the financial viability of those parties, and the actions of governmental agencies or private parties with interests in the matter. The actual environmental costs may exceed our current and future accruals for these costs, and any adjustments could be material.

•	Actual amounts could differ from the estimated liabilities as a result of changes in estimated future litigation costs to pursue the matter to ultimate resolution.

•	An unanticipated environmental liability that arises could result in a material charge to our consolidated statement of income.

•	Incident rates, including frequency and severity, and other actuarial assumptions could change causing our current and future actuarially determined obligations to change, which would be reflected in our consolidated statement of income in the period in which such adjustment is known.

•	Recorded reserves may not be adequate to cover the future payment of claims. Adjustments, if any, to estimates recorded resulting from ultimate claim payments would be reflected in the consolidated statements of income in the periods in which such adjustments are known.

•	The settlement costs to discharge our obligations, including legal and health care costs, could increase or decrease causing current estimates of our insurance reserves to change.

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•	Actual costs may vary from our estimates for a variety of reasons, including differing interpretations of laws, opinions on culpability and assessments of the amount of damages.

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Loss contingency assumptions involve judgments that are inherently subjective and generally involve matters that are by their nature complex and unpredictable. If a loss contingency results in an adverse judgment or is settled for a significant amount, it could have a material adverse effect on our consolidated financial position, results of operations and cash flows in the period in which such judgment or settlement occurs.

•	New claims may be asserted that are not included in our loss contingencies.

•	If events or changes in circumstances occur, including reductions in anticipated cash flows generated by our operations or determinations to divest assets, certain assets could be impaired, which would result in a non-cash charge to earnings.

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Our most significant asset impairment exposure, other than goodwill (which is discussed below), relates to our landfills. A significant reduction in our estimated disposal capacity as a result of unanticipated events such as regulatory developments, revocation of an existing permit or denial of an expansion permit, or changes in our assumptions used to calculate disposal capacity, could trigger an impairment charge.

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•	Future events could cause us to conclude that impairment indicators exist and that goodwill associated with acquired businesses is impaired.

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The valuation of identifiable goodwill requires significant estimates and judgment about future performance, cash flows and fair value. Our future results could be affected if these current estimates of future performance and fair value change. For example, a reduction in long-term growth assumptions could reduce the estimated fair value of the operating segments to below their carrying values, which could trigger an impairment charge. Similarly, an increase in our discount rate could trigger an impairment charge. Any resulting impairment charge could have a material adverse effect on our financial condition and results of operations.

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•	Income tax assets and liabilities established in purchase accounting for acquisitions are based on assumptions that could differ from the ultimate outcome of the tax matters. Such adjustments would be charged or credited to earnings, unless they meet certain remeasurement criteria and are allowed to be adjusted to goodwill.

•	Changes in the estimated realizability of deferred tax assets could result in adjustments to our provision for income taxes.

•	Valuation allowances for deferred tax assets and the realizability of net operating loss carryforwards for tax purposes are based on our judgment. If our judgments and estimates concerning valuation allowances and the realizability of net operating loss carryforwards are incorrect, our provision for income taxes would change.

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We are regularly under examination or administrative review by various taxing authorities. The Internal Revenue Code, state tax laws and income tax regulations are a complex set of rules that we must interpret and apply. Positions taken in tax years under examination or subsequent years are subject to challenge. Accordingly, we may have exposure for additional tax liabilities arising from these audits if any positions taken by us or by companies we have acquired are disallowed by the taxing authorities.

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We adjust our liabilities for uncertain tax positions when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, their ultimate resolution may result in payments that are materially different from our current estimates of the tax liabilities. These differences will be reflected as increases or decreases to our provision for income taxes in the period in which they are determined.

•	Changes in the plan’s investment mix and performance of the equity and bond markets and fund managers could impact the amount of pension income or expense recorded, the funded status of the plan and the need for future cash contributions.

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•	Our assumed discount rate is sensitive to changes in market-based interest rates. A decrease in the discount rate will increase our related benefit plan obligation.

•	Our annual pension expense would be impacted if the actual return on plan assets were to vary from the expected return.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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1.	BASIS OF PRESENTATION

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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•	Total construction costs are $50,000 or greater;

•	The construction phase is one month or longer; and

•	The assets have a useful life of one year or longer.

•	Level 1 – inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

•	Level 2 – inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•	Level 3 – inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

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•	We own the land associated with the expansion airspace or control it pursuant to an option agreement;

•	We are committed to supporting the expansion project financially and with appropriate resources;

•	There are no identified fatal flaws or impediments associated with the project, including political impediments;

•	Progress is being made on the project;

•	The expansion is attainable within a reasonable time frame; and

•	We believe it is likely the expansion permit will be received.

•	Obtaining approval from local authorities;

•	Submitting a permit application to state authorities; and

•	Obtaining permit approval from state authorities.

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•	A significant decrease in the market price of an asset or asset group;

•	A significant adverse change in the extent or manner in which an asset or asset group is being used or in its physical condition;

•	A significant adverse change in legal factors or in the business climate that could affect the value of an asset or asset group, including an adverse action or assessment by a regulator;

•	An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset;

•	A current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset or asset group;

•	A current expectation that, more likely than not, a long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life; or

•	An impairment of goodwill at a reporting unit.

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•	Persuasive evidence of an arrangement exists such as a service agreement with a municipality, a hauling customer or a disposal customer;

•	Services have been performed such as the collection and hauling of waste or the disposal of waste at a disposal facility we own or operate;

•	The price of the services provided to the customer is fixed or determinable; and

•	Collectibility is reasonably assured.

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•	payments issued to our municipal customers in accordance with our residential collection contracts,

•	payments issued to our municipal customers in accordance with certain landfill operating agreements, and

•	commodity rebates and processing fees paid to customers in our collection and recycling lines of business.

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3.	BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

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4.	PROPERTY AND EQUIPMENT, NET

5.	GOODWILL AND OTHER INTANGIBLE ASSETS, NET

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6.	OTHER ASSETS

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7.	OTHER LIABILITIES

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8.	LANDFILL AND ENVIRONMENTAL COSTS

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9.	DEBT

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10.	INCOME TAXES

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11.	EMPLOYEE BENEFIT PLANS

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12.	STOCK REPURCHASES AND DIVIDENDS

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13.	EARNINGS PER SHARE

14.	SEGMENT REPORTING

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15.	CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

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16.	FINANCIAL INSTRUMENTS

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17.	COMMITMENTS AND CONTINGENCIES

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18.	SELECTED QUARTERLY FINANCIAL DATA (unaudited)

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A.	CONTROLS AND PROCEDURES

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ITEM 9B.	OTHER INFORMATION

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ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a)	Includes our 2006 Plan, Amended and Restated 2007 Stock Incentive Plan and our 2009 Employee Stock Purchase Plan (ESPP).

(b)	Includes 1.9 million stock options, 1.8 million shares underlying restricted stock units, 0.6 million shares underlying performance shares, and less than 0.1 million shares underlying purchase rights that accrue under the ESPP.

(c)	Excludes restricted stock units and performance shares as these awards do not have exercise prices.

(d)	The shares remaining available for future issuances include 14.1 million shares under our Amended and Restated 2007 Stock Incentive Plan and 0.4 million shares under our ESPP.

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES

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ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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ITEM 16.	FORM 10-K SUMMARY

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