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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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90-0875845
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(State or other jurisdiction of
incorporation)
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(IRS Employer
Identification No.)
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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ý
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Year ended December 31,
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|||||||||||||||||||
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2014
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2013
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2012
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|||||||||||||||
Collection
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$
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950.8
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67.8
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%
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$
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897.3
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68.0
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%
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$
|
370.8
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68.9
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%
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Disposal
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492.8
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35.1
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%
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|
453.8
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34.4
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%
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|
168.1
|
|
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31.3
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%
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|||
Sale of recyclables
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33.5
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2.4
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%
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35.9
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|
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2.7
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%
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16.6
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|
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3.1
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%
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|||
Fuel fees and environmental fees
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92.8
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6.6
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%
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81.5
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6.2
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%
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25.3
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4.7
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%
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|||
Other
|
95.5
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|
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6.8
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%
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95.2
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7.2
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%
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44.0
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8.2
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%
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|||
Intercompany eliminations
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(262.4
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)
|
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(18.7
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)%
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(244.6
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)
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(18.5
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)%
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(86.9
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)
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(16.2
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)%
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|||
Total
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$
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1,403.0
|
|
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100.0
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%
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$
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1,319.1
|
|
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100.0
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%
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$
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537.9
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100.0
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%
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•
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increase the operational reach of our landfill operations;
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•
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increase the volume of revenue-generating disposal at our landfills;
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•
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achieve greater leverage in negotiating more favorable disposal rates at landfills that we do not operate;
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•
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improve efficiency of collection, personnel and equipment; and
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•
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build relationships with municipalities and other operators that deliver waste to our transfer stations, leading to additional growth and acquisition opportunities.
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•
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increase our vulnerability to general adverse economic and industry conditions or increases in interest rates;
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•
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limit our ability to obtain additional financing or refinancings at attractive rates;
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•
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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;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry; and
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•
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place us at a competitive disadvantage relative to our competitors with less debt.
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•
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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;
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•
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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.
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For the Year Ended December 31,
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||||||||||||||||||
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2014
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2013
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2012
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2011
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2010
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||||||||||
Consolidated Statement of Operations Data (a):
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||||||||||
Service revenues
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$
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1,403.0
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$
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1,319.1
|
|
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$
|
537.9
|
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$
|
427.4
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$
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372.6
|
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Costs and expenses:
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||||||||||
Operating
|
896.1
|
|
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832.8
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336.7
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261.8
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222.9
|
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|||||
Selling, general and administrative (b)
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154.9
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170.9
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101.0
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61.6
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|
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61.2
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|||||
Depreciation and amortization
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271.4
|
|
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278.9
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104.1
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76.5
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63.6
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|||||
Acquisition and development costs
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0.1
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1.2
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1.2
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3.5
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2.3
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|||||
Loss on disposal of assets
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1.2
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2.6
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2.1
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14.1
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0.3
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|||||
Asset impairment, including goodwill (c)
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5.3
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0.6
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43.7
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—
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|
101.3
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|||||
Restructuring
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4.6
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10.0
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9.9
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—
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—
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|||||
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1,333.6
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1,297.0
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|
598.7
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417.5
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|
451.6
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|||||
Operating income (loss)
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69.4
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22.1
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(60.8
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)
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9.9
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(79.0
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)
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|||||
Interest expense
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(141.5
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)
|
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(163.1
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)
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(49.4
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)
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(24.5
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)
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(35.5
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)
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|||||
Other income/(expense), net (d)
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(25.9
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)
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0.3
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(8.1
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)
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(4.3
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)
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(0.3
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)
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|||||
(Loss) income before income taxes
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(98.0
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)
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(140.7
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)
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(118.3
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)
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(18.9
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)
|
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(114.8
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)
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|||||
(Benefit) provision for income taxes (e)
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(80.6
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)
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(45.4
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)
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(13.5
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)
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3.5
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(0.7
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)
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|||||
Net loss from continuing operations attributable to ADS Waste Holdings, Inc.
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(17.4
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)
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(95.3
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)
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(104.8
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)
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(22.4
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)
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(114.1
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)
|
|||||
Income (loss) from discontinued operations, net of tax (f)
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0.3
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(22.5
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)
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(89.2
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)
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0.2
|
|
|
(0.3
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)
|
|||||
Net loss from continuing operations attributable to ADS Waste Holdings, Inc.
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(17.1
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)
|
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(117.8
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)
|
|
(194.0
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)
|
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(22.2
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)
|
|
(114.4
|
)
|
|||||
Less: net loss attributable to non-controlling interest
|
—
|
|
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—
|
|
|
(1.4
|
)
|
|
(0.2
|
)
|
|
(1.4
|
)
|
|||||
Net loss attributable to ADS Waste Holdings, Inc.
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$
|
(17.1
|
)
|
|
$
|
(117.8
|
)
|
|
$
|
(192.6
|
)
|
|
$
|
(22.0
|
)
|
|
$
|
(113.0
|
)
|
Consolidated Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities
|
$
|
243.2
|
|
|
$
|
180.3
|
|
|
$
|
55.2
|
|
|
$
|
86.8
|
|
|
$
|
78.3
|
|
Net cash used in investing activities
|
$
|
(201.2
|
)
|
|
$
|
(154.8
|
)
|
|
$
|
(1,980.5
|
)
|
|
$
|
(133.7
|
)
|
|
$
|
(157.4
|
)
|
Net cash (used in)/provided by financing activities
|
$
|
(53.0
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
1,937.2
|
|
|
$
|
40.7
|
|
|
$
|
79.2
|
|
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
3,550.0
|
|
|
$
|
3,626.8
|
|
|
$
|
3,785.3
|
|
|
$
|
1,374.6
|
|
|
$
|
1,338.9
|
|
Debt, including current portion (g)
|
$
|
2,327.2
|
|
|
$
|
2,360.6
|
|
|
$
|
2,366.2
|
|
|
$
|
439.4
|
|
|
$
|
513.5
|
|
Total ADS Waste Holdings, Inc. stockholders’ equity
|
$
|
528.9
|
|
|
$
|
551.5
|
|
|
$
|
662.5
|
|
|
$
|
721.5
|
|
|
$
|
614.2
|
|
(a)
|
Veolia was acquired 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 fiscal years presented was determined using the fair value method set forth in ASC 718, “Compensation—Stock Compensation.”
|
(c)
|
In fiscal 2012, the Company recorded an impairment charge of $43.7 in connection with recoverability testing performed on a long-lived asset. In fiscal 2010, the Company performed an impairment test of goodwill and intangibles and recorded an impairment charge of $101.3 based upon the results of such testing for a business that was combined under in accordance for entities common control.
|
(d)
|
Amounts included in other income/(expense) net for fiscal 2014 contain losses related to fuel derivative instruments of $27.3.
|
(e)
|
In fiscal 2014, the Company completed a legal entity reorganization to achieve administrative efficiencies and as such recorded a valuation allowance release of $51.4 related to certain NOL's that are more likely than not to be utilized.
|
(f)
|
Amounts represent those operations that are considered to be discontinued operations. Refer to Item 8, footnote 4 "Discontinued Operations" for further information.
|
(g)
|
Total debt includes capital lease obligations of $
23.3
and $
15.4
at December 31,
2014
and
2013
, respectively.
|
|
Year ended December 31,
|
|||||||||||||||||||
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2014
|
|
2013
|
|
2012
|
|||||||||||||||
Collection
|
$
|
950.8
|
|
|
67.8
|
%
|
|
$
|
897.3
|
|
|
68.0
|
%
|
|
$
|
370.8
|
|
|
68.9
|
%
|
Disposal
|
492.8
|
|
|
35.1
|
%
|
|
453.8
|
|
|
34.4
|
%
|
|
168.1
|
|
|
31.3
|
%
|
|||
Sale of recyclables
|
33.5
|
|
|
2.4
|
%
|
|
35.9
|
|
|
2.7
|
%
|
|
16.6
|
|
|
3.1
|
%
|
|||
Fuel fees and environmental fees
|
92.8
|
|
|
6.6
|
%
|
|
81.5
|
|
|
6.2
|
%
|
|
25.3
|
|
|
4.7
|
%
|
|||
Other
|
95.5
|
|
|
6.8
|
%
|
|
95.2
|
|
|
7.2
|
%
|
|
44.0
|
|
|
8.2
|
%
|
|||
Intercompany eliminations
|
(262.4
|
)
|
|
(18.7
|
)%
|
|
(244.6
|
)
|
|
(18.5
|
)%
|
|
(86.9
|
)
|
|
(16.2
|
)%
|
|||
Total
|
$
|
1,403.0
|
|
|
100.0
|
%
|
|
$
|
1,319.1
|
|
|
100.0
|
%
|
|
$
|
537.9
|
|
|
100.0
|
%
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Operating
|
$
|
882.6
|
|
|
62.9
|
%
|
|
$
|
819.1
|
|
|
62.1
|
%
|
|
$
|
328.8
|
|
|
61.1
|
%
|
Accretion of landfill retirement obligations
|
13.5
|
|
|
1.0
|
%
|
|
13.7
|
|
|
1.0
|
%
|
|
7.9
|
|
|
1.5
|
%
|
|||
Operating Expense
|
$
|
896.1
|
|
|
63.9
|
%
|
|
$
|
832.8
|
|
|
63.1
|
%
|
|
$
|
336.7
|
|
|
62.6
|
%
|
•
|
Labor and related benefits consist of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes.
|
•
|
Transfer and disposal costs include tipping fees paid to third-party disposal facilities and transfer stations and 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 include labor, maintenance and repairs to our vehicles, equipment and containers.
|
•
|
Fuel costs include the direct cost of fuel used by our vehicles, net of fuel credits. The Company also incurs certain indirect fuel costs in its operations that are not taken into account in the above analysis.
|
•
|
Franchise fees and taxes consist of municipal franchise fees, host community fees and royalties.
|
•
|
Risk management expenses include casualty insurance premiums and claims payments and estimates for claims incurred but not reported.
|
•
|
Other expenses include expenses such as facility operating costs, equipment rent, leachate treatment and disposal, and other landfill maintenance costs.
|
•
|
Accretion expense related to landfill capping, closure and post-closure is included in “Operating Expenses” in the Company’s consolidated income 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).
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Labor and related benefits
|
$
|
281.3
|
|
|
20.0
|
%
|
|
$
|
261.7
|
|
|
19.8
|
%
|
|
$
|
103.4
|
|
|
19.2
|
%
|
Transfer and disposal costs
|
207.8
|
|
|
14.8
|
%
|
|
189.1
|
|
|
14.3
|
%
|
|
83.7
|
|
|
15.6
|
%
|
|||
Maintenance and repairs
|
114.9
|
|
|
8.2
|
%
|
|
102.5
|
|
|
7.8
|
%
|
|
40.5
|
|
|
7.5
|
%
|
|||
Fuel
|
101.3
|
|
|
7.2
|
%
|
|
99.7
|
|
|
7.6
|
%
|
|
43.5
|
|
|
8.1
|
%
|
|||
Franchise fees and taxes
|
64.8
|
|
|
4.6
|
%
|
|
57.1
|
|
|
4.3
|
%
|
|
15.4
|
|
|
2.9
|
%
|
|||
Risk management
|
28.4
|
|
|
2.0
|
%
|
|
23.5
|
|
|
1.8
|
%
|
|
10.9
|
|
|
2.0
|
%
|
|||
Other
|
84.1
|
|
|
6.1
|
%
|
|
85.5
|
|
|
6.5
|
%
|
|
31.4
|
|
|
5.8
|
%
|
|||
Total operating expenses
|
$
|
882.6
|
|
|
62.9
|
%
|
|
$
|
819.1
|
|
|
62.1
|
%
|
|
$
|
328.8
|
|
|
61.1
|
%
|
•
|
Labor and related benefits increased by
$19.6
or
7.5%
to
$281.3
, of which approximately $4.2 of this increase was attributable to merit-based wage increases, $1.3 was attributable to weather related impacts in the first quarter of 2014 and the remainder primarily due to acquisitions and increased overtime costs and temporary labor due to driver shortages.
|
•
|
Transfer and disposal costs increased by
$18.7
or
9.9%
to
$207.8
. 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
, or
12.1%
to
$114.9
. The increase was driven by weather impacts in the first quarter of 2014, increased cost of parts and increased overtime wages due to a shortage of mechanics.
|
•
|
Fuel costs increased
$1.6
, or
1.6%
to
$101.3
, of which $0.4 was driven by weather impacts on the fuel burn in the first quarter of 2014 and the remaining increase was primarily attributable to acquisition volume.
|
•
|
Franchise fees and taxes increased
$7.7
or
13.5%
to
$64.8
during
2014
primarily due to increased volumes.
|
•
|
Risk management expenses increased
$4.9
or
20.9%
to
$28.4
during 2014 primarily due to adverse development in the severity of claims.
|
•
|
Other operating costs decreased
$1.4
or
1.6%
to
$84.1
in
2014
, of which $0.6 was related to weather impacts in the first quarter of 2014 and an increase in the cost of leachate treatment due to wet weather and taxes and utilities at our operating sites.
|
•
|
Labor and related benefits increased by
$158.3
or
153.1%
to
$261.7
, which was attributable to the acquisition of Veolia and other acquisition activity, as well as merit-based wage increases in 2013 and increases in health care costs.
|
•
|
Transfer and disposal costs increased by
$105.4
or
125.9%
to
$189.1
. The acquisition of Veolia accounted for $101.1 of the increase. Offsetting these increase were the benefits of increased internalization of waste which reduces the cost base.
|
•
|
Maintenance and repairs expense increased by
$62.0
, or
153.1%
to
$102.5
. The acquisition of Veolia accounted for the increase. Absent the acquisition of Veolia, maintenance and repairs expenses decreased due to an effort to standardize maintenance programs across the Company.
|
•
|
During 2013, our fuel costs increased
$56.2
, or
129.2%
to
$99.7
. The impact of the Veolia acquisition accounted for $57.5 of our 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
or
270.8%
to
$57.1
during
2013
primarily due to the Veolia acquisition businesses in franchise markets.
|
•
|
Risk management expenses increased
$12.6
or
115.6%
to
$23.5
during
2013
primarily due to the acquisition of Veolia offset by the favorable development of existing claims compared to the prior year.
|
•
|
Other operating costs increased
$54.1
or
172.3%
to
$85.5
in
2013
, of which $46.9 relates to the acquisition of Veolia. Additional costs were incurred in 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.
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Salaries
|
$
|
90.1
|
|
|
6.4
|
%
|
|
$
|
89.7
|
|
|
6.8
|
%
|
|
$
|
42.4
|
|
|
7.9
|
%
|
Legal and professional
|
10.7
|
|
|
0.8
|
%
|
|
8.7
|
|
|
0.7
|
%
|
|
6.4
|
|
|
1.2
|
%
|
|||
Rebranding and integration costs
|
7.1
|
|
|
0.5
|
%
|
|
25.8
|
|
|
2.0
|
%
|
|
32.2
|
|
|
6.0
|
%
|
|||
Other
|
47.0
|
|
|
3.3
|
%
|
|
46.7
|
|
|
3.5
|
%
|
|
20.0
|
|
|
3.7
|
%
|
|||
Total selling, general and administrative expenses
|
$
|
154.9
|
|
|
11.0
|
%
|
|
$
|
170.9
|
|
|
13.0
|
%
|
|
$
|
101.0
|
|
|
18.8
|
%
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Depreciation, amortization and depletion of property and equipment
|
$
|
229.1
|
|
|
16.3
|
%
|
|
$
|
236.7
|
|
|
17.9
|
%
|
|
$
|
88.6
|
|
|
16.5
|
%
|
Amortization of other intangible assets and other assets
|
42.3
|
|
|
3.0
|
%
|
|
42.2
|
|
|
3.2
|
%
|
|
15.5
|
|
|
2.9
|
%
|
|||
Depreciation and amortization
|
$
|
271.4
|
|
|
19.3
|
%
|
|
$
|
278.9
|
|
|
21.1
|
%
|
|
$
|
104.1
|
|
|
19.4
|
%
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Depreciation and amortization of property and equipment
|
$
|
122.8
|
|
|
8.7
|
%
|
|
$
|
141.8
|
|
|
10.7
|
%
|
|
$
|
58.7
|
|
|
10.9
|
%
|
Landfill depletion and amortization
|
106.3
|
|
|
7.6
|
%
|
|
94.9
|
|
|
7.2
|
%
|
|
29.9
|
|
|
5.6
|
%
|
|||
Depreciation, amortization and depletion expense
|
$
|
229.1
|
|
|
16.3
|
%
|
|
$
|
236.7
|
|
|
17.9
|
%
|
|
$
|
88.6
|
|
|
16.5
|
%
|
|
Year ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
Interest expense on debt and capital lease obligations
|
$
|
123.1
|
|
|
8.8
|
%
|
|
$
|
140.1
|
|
|
10.6
|
%
|
|
$
|
42.6
|
|
|
7.9
|
%
|
Accretion of original issue discounts and loan costs
|
20.0
|
|
|
1.4
|
%
|
|
17.6
|
|
|
1.3
|
%
|
|
6.1
|
|
|
1.1
|
%
|
|||
Amortization of terminated interest rate swaps
|
—
|
|
|
—
|
%
|
|
6.0
|
|
|
0.5
|
%
|
|
1.0
|
|
|
0.2
|
%
|
|||
Less: Capitalized interest
|
(1.6
|
)
|
|
(0.1
|
)%
|
|
(0.6
|
)
|
|
—
|
%
|
|
(0.3
|
)
|
|
(0.1
|
)%
|
|||
Total Interest Expense
|
$
|
141.5
|
|
|
10.1
|
%
|
|
$
|
163.1
|
|
|
12.4
|
%
|
|
$
|
49.4
|
|
|
9.2
|
%
|
|
Principal
Repaid
|
|
Total Loss on
Extinguishment
of Debt
|
||||
2012
|
|
|
|
||||
Credit facilities due December 2014
|
$
|
128.5
|
|
|
$
|
1.8
|
|
Revolving line of credit due April 2016
|
358.4
|
|
|
7.5
|
|
||
Subordinated debt due November 2015 at 11.33%
|
5.0
|
|
|
0.1
|
|
||
Total
|
$
|
491.9
|
|
|
$
|
9.4
|
|
|
Services
Revenue
|
|
Operating
Income (Loss)
|
|
Depreciation
and
Amortization
|
||||||
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2014
|
|
|
|
|
|
||||||
South
|
$
|
493.7
|
|
|
$
|
72.2
|
|
|
$
|
70.3
|
|
East
|
364.3
|
|
|
8.7
|
|
|
85.1
|
|
|||
Midwest
|
545.2
|
|
|
51.2
|
|
|
108.1
|
|
|||
Corporate
|
(0.2
|
)
|
|
(62.7
|
)
|
|
7.9
|
|
|||
|
$
|
1,403.0
|
|
|
$
|
69.4
|
|
|
$
|
271.4
|
|
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2013
|
|
|
|
|
|
||||||
South
|
$
|
475.4
|
|
|
$
|
66.4
|
|
|
$
|
79.0
|
|
East
|
331.1
|
|
|
7.7
|
|
|
78.7
|
|
|||
Midwest
|
512.6
|
|
|
39.6
|
|
|
112.6
|
|
|||
Corporate
|
—
|
|
|
(91.6
|
)
|
|
8.6
|
|
|||
|
$
|
1,319.1
|
|
|
$
|
22.1
|
|
|
$
|
278.9
|
|
For the Year Ended December 31,
|
|
|
|
|
|
||||||
2012
|
|
|
|
|
|
||||||
South
|
$
|
336.9
|
|
|
$
|
53.3
|
|
|
$
|
51.6
|
|
East
|
146.2
|
|
|
(42.3
|
)
|
|
33.7
|
|
|||
Midwest
|
54.8
|
|
|
2.8
|
|
|
12.7
|
|
|||
Corporate
|
—
|
|
|
(74.6
|
)
|
|
6.1
|
|
|||
|
$
|
537.9
|
|
|
$
|
(60.8
|
)
|
|
$
|
104.1
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents
|
$
|
1.0
|
|
|
$
|
12.0
|
|
Total restricted funds
|
$
|
0.2
|
|
|
$
|
2.4
|
|
Debt:
|
|
|
|
||||
Current portion
|
25.3
|
|
|
29.1
|
|
||
Long-term portion
|
2,278.2
|
|
|
2,302.8
|
|
||
Total debt
|
$
|
2,303.5
|
|
|
$
|
2,331.9
|
|
|
For the Years Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net cash provided by operating activities
|
$
|
243.2
|
|
|
$
|
180.3
|
|
|
$
|
55.2
|
|
Net cash used in investing activities
|
$
|
(201.2
|
)
|
|
$
|
(154.8
|
)
|
|
$
|
(1,980.5
|
)
|
Net cash (used in) provided by financing activities
|
$
|
(53.0
|
)
|
|
$
|
(32.3
|
)
|
|
$
|
1,937.2
|
|
Fiscal Quarter Ending
|
Maximum Total Leverage Ratio
|
|
|
|
|
December 31, 2013 through December 30, 2014
|
|
8.00:1.00
|
December 31, 2014 through December 30, 2015
|
|
7.50:1.00
|
December 31, 2015 through December 30, 2016
|
|
7.00:1.00
|
December 31, 2016 and thereafter
|
|
6.50:1.00
|
|
Operating
Leases
|
|
Final Capping,
Closure and
Post-Closure
(a)
|
|
Debt
Payments
(b)
|
|
Unconditional
Purchase
Commitments
(c)
|
|
Total
|
||||||||||
2015
|
$
|
5.8
|
|
|
$
|
33.1
|
|
|
$
|
138.1
|
|
|
$
|
5.1
|
|
|
$
|
182.1
|
|
2016
|
5.2
|
|
|
26.6
|
|
|
133.5
|
|
|
4.7
|
|
|
$
|
170.0
|
|
||||
2017
|
4.3
|
|
|
15.1
|
|
|
132.5
|
|
|
3.5
|
|
|
$
|
155.4
|
|
||||
2018
|
3.9
|
|
|
21.6
|
|
|
131.0
|
|
|
3.6
|
|
|
$
|
160.1
|
|
||||
2019
|
3.4
|
|
|
19.7
|
|
|
1,773.7
|
|
|
3.6
|
|
|
$
|
1,800.4
|
|
||||
Thereafter
|
20.6
|
|
|
226.0
|
|
|
604.2
|
|
|
47.7
|
|
|
$
|
898.5
|
|
||||
Total
|
$
|
43.2
|
|
|
$
|
342.1
|
|
|
$
|
2,913.0
|
|
|
$
|
68.2
|
|
|
$
|
3,366.5
|
|
(a)
|
The estimated remaining final capping, closure and post-closure and remediation expenditures presented above are not inflated or discounted and reflect the estimated future payments for liabilities incurred and recorded as of December 31, 2014.
|
(b)
|
Debt payments include both principal and interest payments on debt and capital lease obligations. Interest on variable rate debt was calculated at 3.75%, which is the LIBOR floor plus applicable spread in effect as of December 31, 2014.
|
(c)
|
Unconditional purchase commitments consist primarily of disposal related agreements that include fixed or minimum royalty payments and host agreements.
|
(1)
|
The Company must either own the property for the expansion or have a legal right to use or obtain property to be included in the expansion plan;
|
(2)
|
Conceptual design of the expansion must have been completed;
|
(3)
|
Personnel are actively working to obtain land use and local and state approvals for an expansion of an existing landfill and the application for expansion must reasonably be expected to be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located;
|
(4)
|
There are no known significant technical, community, business, or political restrictions or similar issues that would likely impair the success of the expansion;
|
(5)
|
Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and operational impact.
|
|
Page(s)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
55–86
|
|
|
2014
|
|
2013
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1.0
|
|
|
$
|
12.0
|
|
Accounts receivable, net of allowance for doubtful accounts of $5.0 and $8.4, respectively
|
188.0
|
|
|
193.1
|
|
||
Prepaid expenses and other current assets
|
34.2
|
|
|
35.2
|
|
||
Deferred income taxes
|
14.6
|
|
|
7.2
|
|
||
Assets of business held for sale
|
—
|
|
|
3.1
|
|
||
Total current assets
|
237.8
|
|
|
250.6
|
|
||
Restricted cash
|
0.2
|
|
|
2.4
|
|
||
Other assets, net
|
101.3
|
|
|
121.2
|
|
||
Property and equipment, net
|
1,663.9
|
|
|
1,667.4
|
|
||
Goodwill
|
1,166.9
|
|
|
1,166.4
|
|
||
Other intangible assets, net
|
379.9
|
|
|
418.8
|
|
||
Total assets
|
$
|
3,550.0
|
|
|
$
|
3,626.8
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable
|
$
|
94.7
|
|
|
$
|
83.5
|
|
Accrued expenses
|
130.7
|
|
|
117.8
|
|
||
Deferred revenue
|
60.0
|
|
|
60.3
|
|
||
Current maturities of landfill retirement obligations
|
29.2
|
|
|
28.7
|
|
||
Current maturities of long-term debt
|
25.3
|
|
|
29.1
|
|
||
Liabilities of business held for sale
|
—
|
|
|
1.7
|
|
||
Total current liabilities
|
339.9
|
|
|
321.1
|
|
||
Other long-term liabilities, less current maturities
|
61.2
|
|
|
48.2
|
|
||
Long-term debt, less current maturities
|
2,278.2
|
|
|
2,302.8
|
|
||
Accrued landfill retirement obligations, less current maturities
|
171.9
|
|
|
155.6
|
|
||
Deferred income taxes
|
169.9
|
|
|
247.6
|
|
||
Total liabilities
|
3,021.1
|
|
|
3,075.3
|
|
||
Commitments and contingencies
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
||||
Common stock: $.01 par value, 1,000 shares authorized, 1,000 and 1,000 shares issued and outstanding
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
1,105.0
|
|
|
1,109.5
|
|
||
Accumulated other comprehensive income
|
1.5
|
|
|
2.5
|
|
||
Accumulated deficit
|
(577.6
|
)
|
|
(560.5
|
)
|
||
Noncontrolling interests
|
—
|
|
|
—
|
|
||
Total stockholders’ equity
|
528.9
|
|
|
551.5
|
|
||
Total liabilities and stockholders’ equity
|
$
|
3,550.0
|
|
|
$
|
3,626.8
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Service revenues
|
$
|
1,403.0
|
|
|
$
|
1,319.1
|
|
|
$
|
537.9
|
|
Operating costs and expenses
|
|
|
|
|
|
||||||
Operating expenses
|
896.1
|
|
|
832.8
|
|
|
336.7
|
|
|||
Selling, general and administrative
|
154.9
|
|
|
170.9
|
|
|
101.0
|
|
|||
Depreciation and amortization
|
271.4
|
|
|
278.9
|
|
|
104.1
|
|
|||
Acquisition and development costs
|
0.1
|
|
|
1.2
|
|
|
1.2
|
|
|||
Loss on disposal of assets
|
1.2
|
|
|
2.6
|
|
|
2.1
|
|
|||
Asset impairment, including goodwill
|
5.3
|
|
|
0.6
|
|
|
43.7
|
|
|||
Restructuring charges
|
4.6
|
|
|
10.0
|
|
|
9.9
|
|
|||
Total operating costs and expenses
|
1,333.6
|
|
|
1,297.0
|
|
|
598.7
|
|
|||
Operating income (loss)
|
69.4
|
|
|
22.1
|
|
|
(60.8
|
)
|
|||
Other income (expense)
|
|
|
|
|
|
||||||
Interest expense
|
(141.5
|
)
|
|
(163.1
|
)
|
|
(49.4
|
)
|
|||
Early extinguishment of debt
|
—
|
|
|
—
|
|
|
(9.4
|
)
|
|||
Other, net
|
(25.9
|
)
|
|
0.3
|
|
|
1.3
|
|
|||
Total other expense
|
(167.4
|
)
|
|
(162.8
|
)
|
|
(57.5
|
)
|
|||
Loss from continuing operations before income taxes
|
(98.0
|
)
|
|
(140.7
|
)
|
|
(118.3
|
)
|
|||
Income tax benefit
|
(80.6
|
)
|
|
(45.4
|
)
|
|
(13.5
|
)
|
|||
Loss from continuing operations
|
(17.4
|
)
|
|
(95.3
|
)
|
|
(104.8
|
)
|
|||
Discontinued operations
|
|
|
|
|
|
||||||
Loss from discontinued operations before income tax
|
(0.7
|
)
|
|
(29.6
|
)
|
|
(93.8
|
)
|
|||
Income tax benefit
|
(1.0
|
)
|
|
(7.1
|
)
|
|
(4.6
|
)
|
|||
Discontinued operations, net
|
0.3
|
|
|
(22.5
|
)
|
|
(89.2
|
)
|
|||
Net loss
|
(17.1
|
)
|
|
(117.8
|
)
|
|
(194.0
|
)
|
|||
Less: Net loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Net loss attributable to ADS Waste Holdings, Inc.
|
$
|
(17.1
|
)
|
|
$
|
(117.8
|
)
|
|
$
|
(192.6
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Net loss
|
$
|
(17.1
|
)
|
|
$
|
(117.8
|
)
|
|
$
|
(194.0
|
)
|
Other comprehensive (loss) income, net of tax
Market value adjustments for hedges
|
(1.0
|
)
|
|
4.7
|
|
|
1.0
|
|
|||
Other comprehensive (loss) income
|
(1.0
|
)
|
|
4.7
|
|
|
1.0
|
|
|||
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Comprehensive loss attributable to ADS Waste Holdings, Inc.
|
$
|
(18.1
|
)
|
|
$
|
(113.1
|
)
|
|
$
|
(191.6
|
)
|
|
|
Common Stock
|
|
Additional
Paid-In
|
|
Officer
Promissory
|
|
Accumulated
|
|
Accumulated
Other
Comprehensive
Income
|
|
Noncontrolling
|
|
Total
Stockholders’
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Notes
|
|
Deficit
|
|
(Loss)
|
|
Interests
|
|
Equity
|
|||||||||||||||
Balance at December 31, 2011
|
1,000
|
|
|
—
|
|
|
946.4
|
|
|
(30.4
|
)
|
|
(195.4
|
)
|
|
(3.2
|
)
|
|
3.9
|
|
|
721.3
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(192.6
|
)
|
|
—
|
|
|
(1.4
|
)
|
|
(194.0
|
)
|
|||||||
Unrealized gain resulting from change in fair value of derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|
—
|
|
|
1.0
|
|
|||||||
Capital contribution and proceeds from issuance of shares
|
—
|
|
|
—
|
|
|
157.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
157.2
|
|
|||||||
Interest receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.8
|
)
|
|||||||
Dividend distribution
|
—
|
|
|
—
|
|
|
—
|
|
|
31.2
|
|
|
(54.7
|
)
|
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||||
Balance at December 31, 2012
|
1,000
|
|
|
—
|
|
|
1,104.9
|
|
|
—
|
|
|
(442.7
|
)
|
|
(2.2
|
)
|
|
2.5
|
|
|
662.5
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(117.8
|
)
|
|
—
|
|
|
—
|
|
|
(117.8
|
)
|
|||||||
Unrealized gain resulting from change in fair value of derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|
—
|
|
|
4.7
|
|
|||||||
Acquisition of noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.5
|
)
|
|
(2.5
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
4.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.6
|
|
|||||||
Balance at December 31, 2013
|
1,000
|
|
|
$
|
—
|
|
|
$
|
1,109.5
|
|
|
$
|
—
|
|
|
$
|
(560.5
|
)
|
|
$
|
2.5
|
|
|
$
|
—
|
|
|
$
|
551.5
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|
—
|
|
|
—
|
|
|
(17.1
|
)
|
|||||||
Unrealized gain resulting from change in fair value of derivative instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
|||||||
Share based compensation expense
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||||||
Capital contribution from parent
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||||
Return of capital to parent
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|||||||
Balance at December 31, 2014
|
1,000.0
|
|
|
—
|
|
|
$
|
1,105.0
|
|
|
$
|
—
|
|
|
$
|
(577.6
|
)
|
|
$
|
1.5
|
|
|
$
|
—
|
|
|
$
|
528.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(17.1
|
)
|
|
$
|
(117.8
|
)
|
|
$
|
(194.0
|
)
|
Less: Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|||
Net loss attributable to company
|
(17.1
|
)
|
|
(117.8
|
)
|
|
(192.6
|
)
|
|||
Adjustments to reconcile net loss to net cash provided by operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
271.7
|
|
|
284.8
|
|
|
126.2
|
|
|||
Amortization of option/interest rate cap premium
|
2.1
|
|
|
1.3
|
|
|
—
|
|
|||
Amortization of terminated derivative contracts
|
—
|
|
|
6.0
|
|
|
1.0
|
|
|||
Interest accretion loss contracts, other debt and long-term liabilities
|
2.2
|
|
|
2.7
|
|
|
1.2
|
|
|||
Amortization of debt issuance costs
|
15.1
|
|
|
12.6
|
|
|
5.0
|
|
|||
Accretion of original issue discount
|
4.9
|
|
|
5.0
|
|
|
1.1
|
|
|||
Accretion on landfill retirement obligations
|
13.5
|
|
|
15.0
|
|
|
8.1
|
|
|||
Provision for doubtful accounts
|
4.2
|
|
|
7.7
|
|
|
2.8
|
|
|||
Loss on sale of property and equipment
|
0.8
|
|
|
2.6
|
|
|
2.1
|
|
|||
Debt extinguishment loss
|
—
|
|
|
—
|
|
|
9.4
|
|
|||
Share based compensation
|
4.5
|
|
|
4.6
|
|
|
1.3
|
|
|||
Change in fair value of derivative instruments
|
27.3
|
|
|
—
|
|
|
—
|
|
|||
Amortization of other long-term assets
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Deferred tax benefit
|
(84.5
|
)
|
|
(57.0
|
)
|
|
(18.5
|
)
|
|||
Earnings in equity investee
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|||
Asset impairment
|
5.3
|
|
|
25.5
|
|
|
124.9
|
|
|||
Changes in operating assets and liabilities, net of businesses acquired
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
1.7
|
|
|
(5.1
|
)
|
|
(37.6
|
)
|
|||
Decrease (increase) in prepaid expenses and other current assets
|
1.1
|
|
|
(2.2
|
)
|
|
0.1
|
|
|||
Decrease (increase) in parts and supplies
|
0.2
|
|
|
(0.6
|
)
|
|
0.2
|
|
|||
Decrease (increase) in other assets
|
2.9
|
|
|
(1.1
|
)
|
|
(7.6
|
)
|
|||
Increase in accounts payable
|
3.8
|
|
|
5.7
|
|
|
10.5
|
|
|||
(Decrease) increase in accrued expenses
|
(6.6
|
)
|
|
(0.3
|
)
|
|
17.3
|
|
|||
(Decrease) increase in unearned revenue
|
(1.7
|
)
|
|
4.6
|
|
|
25.8
|
|
|||
Increase (decrease) in other long-term liabilities
|
5.4
|
|
|
(1.4
|
)
|
|
(5.2
|
)
|
|||
Capping, closure and post-closure expenditures
|
(13.8
|
)
|
|
(12.0
|
)
|
|
(6.2
|
)
|
|||
Payment for interest rate caps
|
—
|
|
|
—
|
|
|
(5.0
|
)
|
|||
Payment to extinguish interest rate swaps
|
—
|
|
|
—
|
|
|
(7.5
|
)
|
|||
Net cash provided by operating activities
|
243.2
|
|
|
180.3
|
|
|
55.2
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of property and equipment and construction and development
|
(196.4
|
)
|
|
(158.1
|
)
|
|
(86.4
|
)
|
|||
Proceeds from sale of property and equipment
|
3.0
|
|
|
3.4
|
|
|
1.5
|
|
|||
Proceeds from maturity of securities
|
—
|
|
|
5.0
|
|
|
—
|
|
|||
Purchase of intangibles
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||
Repayments of notes receivable
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||
Acquisition of businesses, net of cash acquired
|
(9.9
|
)
|
|
(50.4
|
)
|
|
(1,895.4
|
)
|
|||
Proceeds from disposition of businesses
|
2.1
|
|
|
45.2
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(201.2
|
)
|
|
(154.8
|
)
|
|
(1,980.5
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from borrowings on long-term debt
|
95.0
|
|
|
184.0
|
|
|
2,395.3
|
|
|||
Repayment on long-term debt
|
(141.3
|
)
|
|
(196.8
|
)
|
|
(518.6
|
)
|
|||
Deferred financing charges
|
(1.3
|
)
|
|
(22.9
|
)
|
|
(73.0
|
)
|
|||
Bank overdraft
|
1.4
|
|
|
(3.3
|
)
|
|
0.6
|
|
|||
(Return of capital)/proceeds from issuance of shares and capital contributions
|
(9.0
|
)
|
|
—
|
|
|
157.4
|
|
|||
Distributions of retained earnings
|
—
|
|
|
—
|
|
|
(23.5
|
)
|
|||
Other financing activities
|
2.2
|
|
|
6.7
|
|
|
(1.0
|
)
|
|||
Net cash (used in) provided by financing activities
|
(53.0
|
)
|
|
(32.3
|
)
|
|
1,937.2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(11.0
|
)
|
|
(6.8
|
)
|
|
11.9
|
|
|||
Cash and cash equivalents, beginning of year
|
12.0
|
|
|
18.8
|
|
|
6.9
|
|
|||
Cash and cash equivalents, end of year
|
$
|
1.0
|
|
|
$
|
12.0
|
|
|
$
|
18.8
|
|
|
|
|
|
Years
|
Vehicles
|
5–10
|
Machinery and equipment
|
3–10
|
Containers
|
5–15
|
Furniture and fixtures
|
5–7
|
Building and improvements
|
5–39
|
|
|
(1)
|
The Company must either own the property for the expansion or have a legal right to use or obtain property to be included in the expansion plan;
|
(2)
|
Conceptual design of the expansion must have been completed;
|
(3)
|
Personnel are actively working to obtain land use and local and state approvals for an expansion of an existing landfill and the application for expansion must reasonably be expected to be received within the normal application and processing time periods for approvals in the jurisdiction in which the landfill is located;
|
(4)
|
There are no known significant technical, community, business, or political restrictions or similar issues that would likely impair the success of the expansion;
|
(5)
|
Financial analysis has been completed and the results demonstrate that the expansion has a positive financial and operational impact.
|
|
|
|
|
|
|
2014
|
|
2013
|
||||
Current assets
|
$
|
0.5
|
|
|
$
|
0.5
|
|
Property and equipment
|
2.6
|
|
|
12.9
|
|
||
Goodwill
|
1.3
|
|
|
4.3
|
|
||
Other intangible assets
|
5.5
|
|
|
13.8
|
|
||
Total assets acquired
|
9.9
|
|
|
31.5
|
|
||
Current liabilities
|
$
|
1.3
|
|
|
$
|
0.2
|
|
Total liabilities assumed
|
1.3
|
|
|
0.2
|
|
||
Net assets acquired
|
$
|
8.6
|
|
|
$
|
31.3
|
|
|
2014
|
|
2013
|
||||
Customer lists and contracts
|
$
|
4.3
|
|
|
$
|
12.8
|
|
Tradenames
|
—
|
|
|
0.1
|
|
||
Noncompete
|
1.2
|
|
|
0.9
|
|
||
|
$
|
5.5
|
|
|
$
|
13.8
|
|
Customer lists and contracts
|
15.0
|
Tradenames
|
0.5
|
Noncompete
|
5.0
|
Revenue
|
$
|
93.0
|
|
Net loss
|
(8.8
|
)
|
Revenue
|
$
|
1,294.7
|
|
Earnings
|
(105.0
|
)
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Service revenues
|
$
|
0.4
|
|
|
$
|
104.3
|
|
|
$
|
127.6
|
|
Operating costs and expenses
|
|
|
|
|
|
||||||
Operating expenses
|
0.9
|
|
|
98.7
|
|
|
112.4
|
|
|||
Selling, general and administrative
|
0.3
|
|
|
6.9
|
|
|
5.6
|
|
|||
Depreciation and amortization
|
0.3
|
|
|
5.9
|
|
|
22.2
|
|
|||
Gain on disposal of assets
|
(0.4
|
)
|
|
—
|
|
|
(0.9
|
)
|
|||
Asset impairment
|
—
|
|
|
22.4
|
|
|
81.2
|
|
|||
Total expenses
|
1.1
|
|
|
133.9
|
|
|
220.5
|
|
|||
Other (expense) income
|
|
|
|
|
|
||||||
Interest expense
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
Total other (expense) income
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|||
Loss from discontinued operations before income tax
|
(0.7
|
)
|
|
(29.6
|
)
|
|
(93.8
|
)
|
|||
Tax benefit
|
(1.0
|
)
|
|
(7.1
|
)
|
|
(4.6
|
)
|
|||
Income (loss) from discontinued operations, net of taxes
|
$
|
0.3
|
|
|
$
|
(22.5
|
)
|
|
$
|
(89.2
|
)
|
|
2014
|
|
2013
|
||||
Funds held for landfill closure and post-closure financial assurance
|
$
|
0.2
|
|
|
$
|
2.4
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
8.4
|
|
|
$
|
4.0
|
|
|
$
|
2.3
|
|
Provision for doubtful accounts
|
4.2
|
|
|
7.7
|
|
|
3.9
|
|
|||
Recovery of bad debts
|
0.6
|
|
|
1.7
|
|
|
0.5
|
|
|||
Write-offs of bad debt
|
(8.2
|
)
|
|
(5.4
|
)
|
|
(2.6
|
)
|
|||
Other
|
—
|
|
|
0.4
|
|
|
(0.1
|
)
|
|||
|
$
|
5.0
|
|
|
$
|
8.4
|
|
|
$
|
4.0
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1,
|
$
|
141.6
|
|
|
$
|
128.1
|
|
|
$
|
35.3
|
|
(Decrease) in valuation allowance for tax provision for continuing operations
|
(51.4
|
)
|
|
—
|
|
|
—
|
|
|||
Increase in valuation allowance for tax provision for continuing operations
|
5.9
|
|
|
7.6
|
|
|
77.7
|
|
|||
Additions from purchase accounting
|
—
|
|
|
5.9
|
|
|
14.9
|
|
|||
Other
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Balance at December 31,
|
$
|
96.1
|
|
|
$
|
141.6
|
|
|
$
|
128.1
|
|
|
|
2014
|
|
2013
|
||||
Prepaid insurance
|
|
$
|
6.3
|
|
|
$
|
7.4
|
|
Prepaid expenses
|
|
15.8
|
|
|
13.0
|
|
||
Other receivables and current assets
|
|
3.0
|
|
|
5.5
|
|
||
Parts and supplies inventory
|
|
9.1
|
|
|
9.3
|
|
||
|
|
$
|
34.2
|
|
|
$
|
35.2
|
|
Derivatives Designated
as Hedging Instruments |
Balance Sheet Location
|
|
2014
|
|
2013
|
||||
Other
|
Other current assets
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Interest rate caps
|
Other assets
|
|
2.7
|
|
|
6.1
|
|
||
Derivatives Not Designated
as Hedging Instruments |
Other current liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
Fuel commodity derivatives
|
Other current liabilities
|
|
20.6
|
|
|
—
|
|
||
Fuel commodity derivatives
|
Other long-term liabilities
|
|
6.7
|
|
|
—
|
|
||
Total derivatives
|
|
|
$
|
24.6
|
|
|
$
|
6.2
|
|
|
|
Statement of Operations
Classification
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||
Terminated swap agreements
|
Interest expense
|
|
$
|
—
|
|
|
$
|
6.0
|
|
|
$
|
1.0
|
|
|
2014
|
|
2013
|
||||
Land
|
$
|
186.0
|
|
|
$
|
176.4
|
|
Landfill site costs
|
1,281.6
|
|
|
1,091.6
|
|
||
Vehicles
|
490.8
|
|
|
430.4
|
|
||
Containers
|
261.8
|
|
|
238.2
|
|
||
Machinery and equipment
|
134.4
|
|
|
113.2
|
|
||
Furniture and fixtures
|
24.1
|
|
|
22.3
|
|
||
Building and improvements
|
155.3
|
|
|
147.4
|
|
||
Construction in process
|
44.4
|
|
|
78.5
|
|
||
|
2,578.4
|
|
|
2,298.0
|
|
||
Less: Accumulated depreciation on property and equipment
|
(411.8
|
)
|
|
(310.8
|
)
|
||
Less: Accumulated landfill airspace amortization
|
(502.7
|
)
|
|
(319.8
|
)
|
||
|
$
|
1,663.9
|
|
|
$
|
1,667.4
|
|
|
2014
|
|
2013
|
||||
Balance at January 1
|
$
|
184.3
|
|
|
$
|
191.5
|
|
Increase in retirement obligation
|
11.5
|
|
|
10.8
|
|
||
Accretion of closure and post-closure costs
|
13.5
|
|
|
15.0
|
|
||
Disposition
|
—
|
|
|
(6.5
|
)
|
||
Change in estimate
|
5.6
|
|
|
(14.5
|
)
|
||
Costs incurred
|
(13.8
|
)
|
|
(12.0
|
)
|
||
|
201.1
|
|
|
184.3
|
|
||
Less: Current portion
|
(29.2
|
)
|
|
(28.7
|
)
|
||
Balance at December 31
|
$
|
171.9
|
|
|
$
|
155.6
|
|
|
|
|
2014
|
||||||||||||||||
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Value
|
|
Weighted
Average
Remaining
Life
(Years)
|
||||||||
Noncompete agreements
|
|
$
|
16.9
|
|
|
$
|
(12.5
|
)
|
|
$
|
(0.1
|
)
|
|
$
|
4.3
|
|
|
2.3
|
Tradenames
|
|
17.0
|
|
|
(7.1
|
)
|
|
—
|
|
|
9.9
|
|
|
16.6
|
||||
Customer lists and contracts
|
|
491.3
|
|
|
(125.6
|
)
|
|
(2.5
|
)
|
|
363.2
|
|
|
14.6
|
||||
Operating permits
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
N/A
|
||||
Above/below market leases
|
|
0.4
|
|
|
(0.1
|
)
|
|
—
|
|
|
0.3
|
|
|
11.6
|
||||
|
|
$
|
527.8
|
|
|
$
|
(145.3
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
379.9
|
|
|
|
|
|
2013
|
||||||||||||||||
|
|
Gross
Carrying
Value
|
|
Accumulated
Amortization
|
|
Impairment
|
|
Net
Carrying
Value
|
|
Weighted
Average
Remaining
Life
(Years)
|
||||||||
Noncompete agreements
|
|
$
|
21.6
|
|
|
$
|
(15.5
|
)
|
|
$
|
—
|
|
|
$
|
6.1
|
|
|
2.7
|
Tradenames
|
|
16.9
|
|
|
(5.8
|
)
|
|
—
|
|
|
11.1
|
|
|
17.5
|
||||
Customer lists and contracts
|
|
487.5
|
|
|
(87.9
|
)
|
|
(0.6
|
)
|
|
399.0
|
|
|
14.8
|
||||
Operating permits
|
|
2.2
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
18
|
||||
Above/below market leases
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
12.6
|
||||
|
|
$
|
528.6
|
|
|
$
|
(109.2
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
418.8
|
|
|
|
|
|
||
2015
|
43.8
|
|
|
2016
|
39.6
|
|
|
2017
|
38.5
|
|
|
2018
|
36.4
|
|
|
2019
|
27.2
|
|
|
Thereafter
|
194.4
|
|
|
|
|
||
|
$
|
379.9
|
|
|
|
|
|
Goodwill
|
|
Accumulated
Impairment
|
|
Goodwill,
Net
|
||||||
December 31, 2012
|
$
|
1,223.0
|
|
|
$
|
(84.9
|
)
|
|
$
|
1,138.1
|
|
Acquisition
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||
Purchase price adjustments
|
26.6
|
|
|
—
|
|
|
26.6
|
|
|||
Disposition of businesses
|
—
|
|
|
(2.6
|
)
|
|
(2.6
|
)
|
|||
December 31, 2013
|
1,253.9
|
|
|
(87.5
|
)
|
|
1,166.4
|
|
|||
Acquisition
|
1.3
|
|
|
—
|
|
|
1.3
|
|
|||
Disposition of businesses
|
—
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|||
December 31, 2014
|
$
|
1,255.2
|
|
|
$
|
(88.3
|
)
|
|
$
|
1,166.9
|
|
|
2014
|
|
2013
|
||||
Accrued compensation and benefits
|
$
|
28.3
|
|
|
$
|
31.3
|
|
Accrued waste disposal costs
|
37.2
|
|
|
36.4
|
|
||
Accrued insurance and self-insurance reserves
|
14.9
|
|
|
12.1
|
|
||
Accrued severance
|
3.6
|
|
|
5.4
|
|
||
Derivative valuation
|
20.6
|
|
|
—
|
|
||
Other accrued expenses
|
26.1
|
|
|
32.6
|
|
||
|
$
|
130.7
|
|
|
$
|
117.8
|
|
|
2014
|
|
2013
|
||||
Revolving line of credit with lenders, interest at base rate plus margin, as defined (4.16% and 4.17% at December 31, 2104 and 2013, respectively) due quarterly; balance due at maturity on October 2017
|
$
|
—
|
|
|
$
|
8.0
|
|
Note payable; discounted at 7.3%, annual payments varied; balance due 2029
|
3.8
|
|
|
3.5
|
|
||
Note payable; discounted at 8.5%, annual payments of $0.2; balance due February 2018; collateralized by real property
|
0.6
|
|
|
0.6
|
|
||
Term loans; quarterly payments commencing March 31, 2013 through June 30, 2019 with final payment due October 9, 2019; interest at LIBOR floor of 0.75% plus an applicable margin (3.75% and 4.25%, respectively)
|
1,749.0
|
|
|
1,782.0
|
|
||
Senior notes payable; interest at 8.25% payable in arrears semi-annually commencing April 1, 2013; maturing on October 1, 2020
|
550.0
|
|
|
550.0
|
|
||
Capital lease obligations, maturing through 2024
|
23.3
|
|
|
15.4
|
|
||
Other debt
|
0.5
|
|
|
1.1
|
|
||
|
2,327.2
|
|
|
2,360.6
|
|
||
Less: Original issue discount
|
(23.7
|
)
|
|
(28.7
|
)
|
||
Less: Current portion
|
(25.3
|
)
|
|
(29.1
|
)
|
||
|
$
|
2,278.2
|
|
|
$
|
2,302.8
|
|
|
2015
|
$
|
25.3
|
|
2016
|
21.7
|
|
|
2017
|
21.6
|
|
|
2018
|
20.9
|
|
|
2019
|
1,680.2
|
|
|
Thereafter
|
557.5
|
|
|
|
$
|
2,327.2
|
|
|
Total Leverage Ratio
|
|
LIBOR Base Rate
|
|
Alternate Base Rate
|
<4.75:1.00
|
|
2.50%
|
|
2.50%
|
≥4.75:1.00
|
|
3.00%
|
|
3.00%
|
Total Leverage Ratio
|
|
LIBOR Base Rate
|
|
Alternate Base Rate
|
<4.75:1.00
|
|
3.50%
|
|
2.50%
|
≥4.75:1.00
|
|
4.00%
|
|
3.00%
|
|
|
2014
|
|
2013
|
||||
Senior notes
|
|
$
|
550.0
|
|
|
$
|
596.1
|
|
Term loan B
|
|
1,692.2
|
|
|
1,788.1
|
|
||
|
|
$
|
2,242.2
|
|
|
$
|
2,384.2
|
|
2015
|
$
|
5.8
|
|
2016
|
5.2
|
|
|
2017
|
4.3
|
|
|
2018
|
3.9
|
|
|
2019
|
3.4
|
|
|
Thereafter
|
20.6
|
|
|
|
$
|
43.2
|
|
|
|
2014
|
|
2013
|
|
2012
|
Average expected term (years)
|
6.0
|
|
6.0
|
|
6.0
|
Risk-free interest rate
|
1.83% - 2.10%
|
|
0.93%
|
|
1.09% - 1.36%
|
Expected volatility
|
30.0%
|
|
20.0%
|
|
22.4% - 25.1%
|
|
|
Number of
Shares
|
|
Weighted -
Average
Exercise Price
|
|
Weighted -
Average
Remaining
Contractual
Term
|
|||
Outstanding at January 1, 2014
|
42,195
|
|
|
$
|
621
|
|
|
|
Granted
|
4,239
|
|
|
911
|
|
|
|
|
Exercised
|
(25
|
)
|
|
620
|
|
|
|
|
Expired or forfeited
|
(7,481
|
)
|
|
590
|
|
|
|
|
Outstanding at December 31, 2014
|
38,928
|
|
|
659
|
|
|
6.69
|
|
Exercisable at December 31, 2014
|
22,491
|
|
|
$
|
—
|
|
|
5.72
|
|
Number of
Shares
|
|
Weighted -
Average
Exercise Price
|
|
Weighted -
Average
Remaining
Contractual
Term
|
|||
Outstanding at January 1, 2014
|
46,595
|
|
|
$
|
540
|
|
|
|
Granted
|
4,514
|
|
|
911
|
|
|
|
|
Exercised
|
—
|
|
|
|
|
|
||
Expired or forfeited
|
(11,381
|
)
|
|
577
|
|
|
|
|
Outstanding at December 31, 2014
|
39,728
|
|
|
$
|
572
|
|
|
5.27
|
Exercisable at December 31, 2014
|
—
|
|
|
$
|
—
|
|
|
2.37
|
|
|
Pension Fund
|
EIN/Pension
Plan Number
|
|
Pension Protection
Act Zone Status
|
|
FIP/RP
Status Pending/
Implemented
(B)
|
|
Contributions
|
|
Expiration
Date of
Collective-
Bargaining
Agreement
|
||||||||||||
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||||||
Suburban Teamsters of Northern IL Pension Fund
|
36-6155778-001
|
|
Critical as of
1/1/2013 |
|
Critical as of
1/1/2012 |
|
Implemented
|
|
$
|
0.5
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
1/31/2019
|
Pension Fund of Automobile Mechanics Local No. 701
|
36-6042061-001
|
|
Critical as of
1/1/2013 |
|
Critical as of
1/1/2012 |
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
12/31/2018
|
Local 731 Private Scavengers and Garage Attendants Pension Fund(A)
|
36-6513567-001
|
|
Endangered as
of 10/1/2013 |
|
Endangered as
of 10/1/2012 |
|
Implemented
|
|
$
|
1.7
|
|
|
$
|
1.6
|
|
|
$
|
0.2
|
|
|
9/30/2018
|
Midwest Operating Engineers Pension Fund
|
36-6140097-001
|
|
Endangered as
of 4/1/12 |
|
Endangered as
of 4/1/12 |
|
Implemented
|
|
$
|
0.6
|
|
|
$
|
0.5
|
|
|
$
|
—
|
|
|
9/30/2016
|
Teamsters Local Union No. 301 Union Pension Fund(A)
|
36-6492992-001
|
|
Not endangered
or critical as of 1/1/13 |
|
Not endangered
or critical as of 1/1/12 |
|
No
|
|
$
|
0.8
|
|
|
$
|
0.6
|
|
|
$
|
—
|
|
|
9/30/2018
|
Central States Southeast and Southwest Areas Pension Fund
|
36-6044243-001
|
|
Critical as of
1/1/2013 |
|
Critical as of
1/1/2012 |
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
1/31/2015
|
Local 705 Int’l Brotherhood of Teamsters Pension TR. FD.
|
36-6492502-001
|
|
Critical as of
1/1/2013 |
|
Critical as of
1/1/2012 |
|
Implemented
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
9/30/2018
|
(A)
|
The employers contributions to the plan represent greater than
5%
of the total contributions to the plan for the most recent plan year available.
|
(B)
|
A multi-employer defined benefit pension plan that has been certified as endangered, seriously endangered, or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of
5%
for the first 12 months and
10%
for any periods thereafter. Contributing employers, however, may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable funding improvement plan or rehabilitation plan.
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Current
|
|
|
|
|
|
||||||
Federal
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
2.7
|
|
|
2.4
|
|
|
1.4
|
|
|||
|
2.9
|
|
|
2.4
|
|
|
1.4
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(83.2
|
)
|
|
(39.4
|
)
|
|
(18.4
|
)
|
|||
State
|
(0.3
|
)
|
|
(8.4
|
)
|
|
3.5
|
|
|||
|
(83.5
|
)
|
|
(47.8
|
)
|
|
(14.9
|
)
|
|||
Benefit for income taxes
|
$
|
(80.6
|
)
|
|
$
|
(45.4
|
)
|
|
$
|
(13.5
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
Amount computed using statutory rates
|
$
|
(34.3
|
)
|
|
$
|
(47.6
|
)
|
|
$
|
(40.3
|
)
|
State income taxes, net of Federal benefit
|
(1.3
|
)
|
|
(2.4
|
)
|
|
(5.8
|
)
|
|||
Tax rate adjustment
|
6.6
|
|
|
0.1
|
|
|
8.8
|
|
|||
Other
|
(0.2
|
)
|
|
1.1
|
|
|
3.6
|
|
|||
Transaction costs
|
—
|
|
|
—
|
|
|
4.0
|
|
|||
Valuation allowance
|
(51.4
|
)
|
|
3.4
|
|
|
16.2
|
|
|||
Benefit for income taxes
|
$
|
(80.6
|
)
|
|
$
|
(45.4
|
)
|
|
$
|
(13.5
|
)
|
|
|
2014
|
|
2013
|
||||
Deferred tax assets
|
|
|
|
||||
Allowance for doubtful accounts
|
$
|
2.0
|
|
|
$
|
2.7
|
|
Insurance reserve
|
17.5
|
|
|
12.4
|
|
||
Net operating loss
|
178.3
|
|
|
178.1
|
|
||
Capital loss carryforward
|
69.1
|
|
|
67.2
|
|
||
Accrued bonus and vacation
|
7.7
|
|
|
8.0
|
|
||
Stock compensation
|
1.8
|
|
|
3.5
|
|
||
Other comprehensive income
|
0.6
|
|
|
—
|
|
||
Tax credits
|
6.9
|
|
|
6.8
|
|
||
Other
|
21.1
|
|
|
8.7
|
|
||
Total deferred tax assets
|
305.0
|
|
|
287.4
|
|
||
Valuation allowance
|
(96.1
|
)
|
|
(141.6
|
)
|
||
Deferred tax assets less valuation allowance
|
208.9
|
|
|
145.8
|
|
||
Deferred tax liabilities
|
|
|
|
||||
Fixed asset basis
|
(117.8
|
)
|
|
(120.3
|
)
|
||
Intangible basis
|
(127.2
|
)
|
|
(126.7
|
)
|
||
Landfill and environmental remediation liabilities
|
(113.8
|
)
|
|
(136.4
|
)
|
||
Other
|
(5.4
|
)
|
|
(2.8
|
)
|
||
Deferred tax liabilities
|
(364.2
|
)
|
|
(386.2
|
)
|
||
Net deferred tax liability
|
$
|
(155.3
|
)
|
|
$
|
(240.4
|
)
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at January 1,
|
$
|
6.2
|
|
|
$
|
6.2
|
|
|
$
|
—
|
|
Additions based on tax positions of prior years
|
—
|
|
|
—
|
|
|
6.2
|
|
|||
Balance at December 31,
|
$
|
6.2
|
|
|
$
|
6.2
|
|
|
$
|
6.2
|
|
Level 1
|
|
Observable inputs such as quoted prices in active markets;
|
|
|
|
Level 2
|
|
Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
|
|
|
|
Level 3
|
|
Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
|
|
|
|
Fair Value Measurement at December 31, 2014
Reporting Date Using |
||||||||||||||||||||||
|
Total
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Gains (Losses) |
|
Carrying
Value |
||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
1.0
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
Restricted cash
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Derivative instruments - Asset position
|
2.7
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
||||||
Derivative instruments - Liability position
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27.3
|
|
Total recurring fair value measurements
|
$
|
23.4
|
|
|
$
|
1.2
|
|
|
$
|
24.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Fair Value Measurement at December 31, 2013
Reporting Date Using |
||||||||||||||||||||||
|
Total
|
|
Quoted Prices
in Active Markets for Identical Assets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Gains (Losses) |
|
Carrying
Value |
||||||||||||
Recurring fair value measurements
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
12.0
|
|
|
$
|
12.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.0
|
|
Restricted cash
|
2.4
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
||||||
Derivative instruments - Asset position
|
6.2
|
|
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Total recurring fair value measurements
|
$
|
20.6
|
|
|
$
|
14.4
|
|
|
$
|
6.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.6
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Restructuring charges
|
$
|
4.6
|
|
|
$
|
10.0
|
|
|
$
|
9.9
|
|
Total pre-tax and restructuring charges
|
$
|
4.6
|
|
|
$
|
10.0
|
|
|
$
|
9.9
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance
|
$
|
6.4
|
|
|
$
|
5.1
|
|
|
$
|
—
|
|
Expense
|
4.6
|
|
|
10.0
|
|
|
9.9
|
|
|||
Cash expenditures
|
|
|
|
|
|
||||||
Severance and relocation
|
(5.1
|
)
|
|
(7.7
|
)
|
|
(4.5
|
)
|
|||
Other
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
|||
Ending balance
|
$
|
5.4
|
|
|
$
|
6.4
|
|
|
$
|
5.1
|
|
|
|
Services
Revenue
|
|
Operating
Income (Loss)
|
|
Depreciation
and
Amortization
|
|
Capital
Expenditures
|
|
Total
Assets
|
||||||||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
493.7
|
|
|
$
|
72.2
|
|
|
$
|
70.3
|
|
|
$
|
52.3
|
|
|
$
|
1,188.9
|
|
East
|
364.3
|
|
|
8.7
|
|
|
85.1
|
|
|
63.7
|
|
|
810.7
|
|
|||||
Midwest
|
545.2
|
|
|
51.2
|
|
|
108.1
|
|
|
73.1
|
|
|
1,437.3
|
|
|||||
Corporate
|
(0.2
|
)
|
|
(62.7
|
)
|
|
7.9
|
|
|
7.3
|
|
|
113.1
|
|
|||||
|
$
|
1,403.0
|
|
|
$
|
69.4
|
|
|
$
|
271.4
|
|
|
$
|
196.4
|
|
|
$
|
3,550.0
|
|
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
475.4
|
|
|
$
|
66.4
|
|
|
$
|
79.0
|
|
|
$
|
63.2
|
|
|
$
|
1,216.0
|
|
East
|
331.1
|
|
|
7.7
|
|
|
78.7
|
|
|
29.2
|
|
|
802.8
|
|
|||||
Midwest
|
512.6
|
|
|
39.6
|
|
|
112.6
|
|
|
53.8
|
|
|
1,460.6
|
|
|||||
Corporate
|
—
|
|
|
(91.6
|
)
|
|
8.6
|
|
|
11.9
|
|
|
147.4
|
|
|||||
|
$
|
1,319.1
|
|
|
$
|
22.1
|
|
|
$
|
278.9
|
|
|
$
|
158.1
|
|
|
$
|
3,626.8
|
|
2012
|
|
|
|
|
|
|
|
|
|
||||||||||
South
|
$
|
336.9
|
|
|
$
|
53.3
|
|
|
$
|
51.6
|
|
|
$
|
46.6
|
|
|
$
|
1,215.5
|
|
East
|
146.2
|
|
|
(42.3
|
)
|
|
33.7
|
|
|
33.3
|
|
|
939.7
|
|
|||||
Midwest
|
54.8
|
|
|
2.8
|
|
|
12.7
|
|
|
4.7
|
|
|
1,509.4
|
|
|||||
Corporate
|
—
|
|
|
(74.6
|
)
|
|
6.1
|
|
|
1.8
|
|
|
120.7
|
|
|||||
|
$
|
537.9
|
|
|
$
|
(60.8
|
)
|
|
$
|
104.1
|
|
|
$
|
86.4
|
|
|
$
|
3,785.3
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash paid for interest
|
$
|
119.7
|
|
|
$
|
119.1
|
|
|
$
|
38.1
|
|
Cash paid for taxes
|
$
|
3.2
|
|
|
$
|
0.6
|
|
|
$
|
2.3
|
|
|
|
Gains and
Losses on
Derivative
Instruments
|
||
Balance, December 31, 2011
|
$
|
(3.2
|
)
|
Other comprehensive loss before reclassifications, net of tax
|
3.0
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
(2.0
|
)
|
|
Net current period other comprehensive loss
|
1.0
|
|
|
Balance, December 31, 2012
|
(2.2
|
)
|
|
Other comprehensive income before reclassifications, net of tax
|
2.3
|
|
|
Amounts reclassified from accumulated other comprehensive income
|
2.4
|
|
|
Net current period other comprehensive income
|
4.7
|
|
|
Balance, December 31, 2013
|
2.5
|
|
|
Other comprehensive income before reclassifications, net of tax
|
(1.0
|
)
|
|
Net current period other comprehensive income
|
(1.0
|
)
|
|
Balance, December 31, 2014
|
$
|
1.5
|
|
|
Amount of Derivative Gain (Loss)
Recognized in OCI – Effective for the Years Ended December 31, |
||||||||||
Derivatives Designated as Cash Flow Hedges
|
2014
|
|
2013
|
|
2012
|
||||||
Interest rate swaps
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Interest rate caps
|
(1.4
|
)
|
|
2.6
|
|
|
—
|
|
|||
Other
|
$
|
—
|
|
|
$
|
0.5
|
|
|
$
|
4.0
|
|
Total before tax
|
(1.4
|
)
|
|
3.1
|
|
|
4.6
|
|
|||
Tax benefit (expense)
|
0.4
|
|
|
(0.8
|
)
|
|
(1.6
|
)
|
|||
Net of tax
|
$
|
(1.0
|
)
|
|
$
|
2.3
|
|
|
$
|
3.0
|
|
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
321.3
|
|
|
$
|
359.9
|
|
|
$
|
368.1
|
|
|
$
|
353.7
|
|
Income from operations
|
$
|
8.3
|
|
|
$
|
16.0
|
|
|
$
|
25.8
|
|
|
$
|
19.3
|
|
Consolidated net (loss) income (a)
|
$
|
(19.3
|
)
|
|
$
|
(15.4
|
)
|
|
$
|
(6.5
|
)
|
|
$
|
24.1
|
|
2013
|
|
|
|
|
|
|
|
||||||||
Operating revenues
|
$
|
307.1
|
|
|
$
|
333.7
|
|
|
$
|
344.7
|
|
|
$
|
333.6
|
|
Income from operations
|
$
|
6.0
|
|
|
$
|
7.0
|
|
|
$
|
7.8
|
|
|
$
|
1.3
|
|
Consolidated net loss
|
$
|
(24.4
|
)
|
|
$
|
(25.1
|
)
|
|
$
|
(32.4
|
)
|
|
$
|
(35.9
|
)
|
Name
|
|
Age(1)
|
|
Position
|
|
Richard Burke
|
|
50
|
|
|
Chief Executive Officer, Director
|
John Spegal
|
|
61
|
|
|
Chief Operating Officer
|
Steven R. Carn
|
|
50
|
|
|
Chief Financial Officer, Treasurer, Director
|
Matthew Gunnelson
|
|
51
|
|
|
Chief Accounting Officer, Assistant Treasurer
|
Michael Slattery
|
|
61
|
|
|
Senior Vice President—General Counsel, Secretary
|
William Westrate
|
|
54
|
|
|
Chief Administrative Officer
|
Mary O’Brien
|
|
44
|
|
|
Chief Marketing Officer
|
Christopher Beall
|
|
40
|
|
|
Director
|
John Miller
|
|
68
|
|
|
Director
|
Bret Budenbender
|
|
42
|
|
|
Director
|
Jared Parker
|
|
32
|
|
|
Director
|
Wilson Quintella Filho
|
|
58
|
|
|
Director
|
Matthew Rinklin
|
|
31
|
|
|
Director
|
Charles C. Appleby*
|
|
66
|
|
|
Director
|
*
|
Retired from employment with the Company as Chief Executive Officer effective June 30, 2014.
|
(1)
|
As of December 31, 2014.
|
Compensation Element
|
|
Compensation Objectives Designed to be Achieved
|
|
|
|
Base Salary
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Cash Bonus Opportunity
|
|
Compensation “at risk” and tied to achievement of business goals and individual performance
|
|
|
|
Long-Term Equity Incentive Opportunity
|
|
Align compensation with the creation of stockholder value and achievement of business goals
|
|
|
|
Deferred Compensation Opportunity and Other Retirement Benefits
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Severance and Other Benefits Potentially Payable Upon Termination of Employment or a Change in Control
|
|
Attract, motivate and retain high caliber talent
|
|
|
|
Welfare Benefits
|
|
Attract, motivate and retain high caliber talent
|
|
|
Year
|
|
Salary
|
|
Award
Option (1) |
|
Non-equity
incentive plan compensation (2) |
|
Change in other post-
retirement benefit plans (3) |
|
Total All Other
Compensation (4) |
|
Total
|
||||||||||||
Richard Burke Chief Executive Officer
|
|
2014
|
|
$
|
520,698
|
|
|
$
|
—
|
|
|
$
|
530,880
|
|
|
$
|
—
|
|
|
$
|
490,344
|
|
|
$
|
1,541,922
|
|
|
|
2013
|
|
$
|
465,000
|
|
|
$
|
3,425
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318,131
|
|
|
$
|
786,556
|
|
|
|
2012
|
|
$
|
53,058
|
|
|
$
|
1,782,393
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,835,451
|
|
Steven Carn Chief Financial Officer
|
|
2014
|
|
$
|
381,750
|
|
|
$
|
—
|
|
|
$
|
370,756
|
|
|
$
|
—
|
|
|
$
|
20,204
|
|
|
$
|
772,710
|
|
|
|
2013
|
|
$
|
375,000
|
|
|
$
|
5,635
|
|
|
$
|
361,726
|
|
|
$
|
—
|
|
|
$
|
34,774
|
|
|
$
|
777,135
|
|
|
|
2012
|
|
$
|
266,786
|
|
|
$
|
343,191
|
|
|
$
|
179,460
|
|
|
$
|
—
|
|
|
$
|
22,356
|
|
|
$
|
811,793
|
|
John Spegal Chief Operating Officer
|
|
2014
|
|
$
|
297,038
|
|
|
$
|
175,423
|
|
|
$
|
349,632
|
|
|
$
|
—
|
|
|
$
|
190,694
|
|
|
$
|
1,012,787
|
|
David Lavender East Region Vice President
|
|
2014
|
|
$
|
284,371
|
|
|
$
|
24,362
|
|
|
$
|
106,896
|
|
|
$
|
—
|
|
|
$
|
14,718
|
|
|
$
|
430,347
|
|
|
|
2013
|
|
$
|
278,000
|
|
|
$
|
15,213
|
|
|
$
|
134,830
|
|
|
$
|
—
|
|
|
$
|
181,769
|
|
|
$
|
609,812
|
|
Charles Gray South Region Vice President
|
|
2014
|
|
$
|
281,611
|
|
|
$
|
25,968
|
|
|
$
|
146,853
|
|
|
$
|
—
|
|
|
$
|
13,993
|
|
|
$
|
468,425
|
|
Charles Appleby, Former Chief Executive Officer (5)
|
|
2014
|
|
$
|
267,225
|
|
|
$
|
—
|
|
|
$
|
267,225
|
|
|
$
|
—
|
|
|
$
|
1,080,632
|
|
|
$
|
1,615,082
|
|
|
|
2013
|
|
$
|
525,000
|
|
|
$
|
97,942
|
|
|
$
|
474,917
|
|
|
$
|
129,218
|
|
|
$
|
152,014
|
|
|
$
|
1,379,091
|
|
|
|
2012
|
|
$
|
472,724
|
|
|
$
|
686,383
|
|
|
$
|
338,411
|
|
|
$
|
374,000
|
|
|
$
|
73,949
|
|
|
$
|
1,945,467
|
|
Walter Hall, Former Chief Operating Officer (6)
|
|
2014
|
|
$
|
39,447
|
|
|
$
|
—
|
|
|
$
|
39,447
|
|
|
$
|
—
|
|
|
$
|
3,438,090
|
|
|
$
|
3,516,984
|
|
|
|
2013
|
|
$
|
465,000
|
|
|
$
|
9,015
|
|
|
$
|
450,540
|
|
|
$
|
—
|
|
|
$
|
80,626
|
|
|
$
|
1,005,181
|
|
|
|
2012
|
|
$
|
439,786
|
|
|
$
|
549,106
|
|
|
$
|
318,260
|
|
|
$
|
—
|
|
|
$
|
88,940
|
|
|
$
|
1,396,092
|
|
(1)
|
Represents options granted under the 2012 Plan by the parent company to each NEO. Amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Amounts granted to Mr. Burke in fiscal 2012 were granted as part of his overall first year employment agreement as inducement to align performance with shareholder interest. Amounts reported reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718, except with respect to replacement options granted in 2012 to each of Messrs. Appleby, Carn and Hall and in connection with the cancellation of the 2006 Plan, which are reported to reflect the incremental fair value computed in accordance with FASB ASC Topic 718.
|
(2)
|
Figures represent awards paid under our Management Incentive Plan (MIP) in respect of the year earned. See “Compensation Discussion and Analysis—Executive Compensation Program Elements—Cash Bonus Opportunities—Annual Cash Bonus Opportunity” above for a description of our MIP.
|
(3)
|
The amount reflected represents the actuarial present value of post-retirement medical plans for Mr. Appleby and his spouse determined using interest rate and mortality rate assumptions consistent with those used in determining the amounts in our financial statements. For further information, refer to a description of the plan in “Employment and Related Agreements of Charles C. Appleby”, below. On fiscal 2014, there was a decrease in the post-retirement benefit plan due to Mr. Appleby electing Medicare. Refer to the "Post Retirement Welfare Benefits" table below for further details.
|
(4)
|
The supplemental table below sets forth the details of amounts reported as “All Other Compensation” for fiscal
2014
. For
2014
, the All Other Compensation column includes amounts related to executive perquisites provided by us, which may include executive physical, club dues, relocation, company car, plane usage, severance and life insurance premiums as detailed in the chart below.
|
(5)
|
Mr. Appleby retired as Chief Executive Officer June 2014.
|
(6)
|
Mr. Hall voluntarily resigned in January 2014.
|
|
|
Year
|
|
Auto (5)
|
|
Plane (6)
|
|
Company Paid
Dues / Memberships |
|
401(k)
Matching Contributions |
|
Other (7)
|
|
Total All Other
Compensation |
||||||||||||
Richard Burke Chief Executive Officer (1)
|
|
2014
|
|
$
|
8,813
|
|
|
$
|
12,775
|
|
|
$
|
—
|
|
|
$
|
7,875
|
|
|
$
|
460,881
|
|
|
$
|
490,344
|
|
Steven Carn Chief Financial Officer
|
|
2014
|
|
$
|
10,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,404
|
|
|
$
|
—
|
|
|
$
|
20,204
|
|
John Spegal Chief Operating Officer (2)
|
|
2014
|
|
$
|
10,338
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,356
|
|
|
$
|
175,000
|
|
|
$
|
190,694
|
|
David Lavender East Region Vice President
|
|
2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,475
|
|
|
$
|
5,243
|
|
|
$
|
14,718
|
|
Charles Gray South Region Vice President
|
|
2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,750
|
|
|
$
|
5,243
|
|
|
$
|
13,993
|
|
Charles Appleby Former Chief Executive Officer (3)
|
|
2014
|
|
$
|
3,450
|
|
|
$
|
36,750
|
|
|
$
|
—
|
|
|
$
|
6,746
|
|
|
$
|
1,033,686
|
|
|
$
|
1,080,632
|
|
Walter Hall Former Chief Operating Officer (4)
|
|
2014
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
789
|
|
|
$
|
3,437,301
|
|
|
$
|
3,438,090
|
|
(1)
|
Effective July 1, 2014, Mr. Burke was named Chief Executive Officer of the Company. In connection with his appointment as Chief Executive Officer, Mr. Burke's loan and accrued interest thereon with our parent company was forgiven ($253,585). Gross up taxes on the loan forgiveness, personal usage of the plane and automobile are included ($207,296). The above noted amounts are included in "Other" in the table above.
|
(2)
|
Effective May 1, 2014, Mr. Spegal was named Chief Operating Officer and subsequently relocated to Jacksonville, FL. We agreed to reimburse Mr. Spegal for the difference between the negotiated selling price less federal tax basis in his home, pay all closing costs on both the sale of his residence in Jacksonville, FL and the purchase of his home in Jacksonville, FL, pay for all relocation costs incurred in connection with his move to Jacksonville, FL and the cost of temporary housing in Jacksonville, FL ($120,137) and include tax gross up payments of ($54,863). The above noted amounts are included in "Other" in the table above.
|
(3)
|
Effective June 30, 2014, Mr. Appleby retired from the position of Chief Executive Officer of the Company and in connection with his retirement entered into a letter agreement. In connection with his retirement, he was granted certain payments and perquisites in accordance with his employment agreement, including an amount equal to two times his bonus and salary to be paid over 24 months (which was $815,449 for the applicable period), title to his Company car ($73,035), compensation for consulting services in an amount equal to $125,000 per year ($62,500 for the applicable period in fiscal 2014) related to services to be rendered, and redemption of certain shares held by him and family trusts. Federal tax gross up payments on the items noted herein amounted to $82,706. The above noted amounts are included in "Other" in the table above.
|
(4)
|
Effective January 31, 2014, Mr. Hall retired from the Company as Chief Operating Officer. In connection with his retirement, he was granted certain payments and perquisites in accordance with his employment agreement, including an amount equal to two times his bonus and salary to be paid over 24 months and 90 days of salary and bonus
|
(5)
|
Each NEO is entitled to the usage of an automobile of their choosing through either an auto allowance or company car.
|
(6)
|
Personal use of corporate aircraft is valued based on the aggregate incremental cost to the company on a fiscal-year basis. The incremental cost to the company of personal use of corporate aircraft is calculated based on the variable operating cost to the company, which includes the cost of fuel, aircraft maintenance, crew travel, on-board catering, landing fees, ramp fees and other smaller variable costs. Because our corporate aircraft is used primarily for business travel, fixed costs that do not change based on usage, such as pilots’ salaries and purchase and lease costs, are excluded from this calculation.
|
(7)
|
Other amounts, excluding those detailed above for the respective individuals, generally include payments on life and long-term disability insurance.
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-
Equity Incentive Plan Awards |
|
Estimated Future Payouts Under
Equity Incentive Plan Awards |
|||||||||||||||||||
Name
|
|
Type of Award
|
|
Grant Date
|
|
Threshold ($)
|
|
Target ($)
|
|
Maximum($)
|
|
All Other Option
Awards: Number of Securities Underlying Options (#) (1) |
|
Exercise or Base
Price of Option Awards ($/Sh) |
|
Grant Date Fair
Value of Stock and Option Awards ($) (2) |
|||||||||||
Richard Burke
|
|
Cash Bonus
|
|
|
|
$
|
189,000
|
|
|
$
|
530,880
|
|
|
$
|
530,880
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Steven Carn
|
|
Cash Bonus
|
|
|
|
$
|
229,050
|
|
|
$
|
370,756
|
|
|
$
|
370,756
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
John Spegal
|
|
Cash Bonus
|
|
|
|
$
|
216,000
|
|
|
$
|
349,632
|
|
|
$
|
349,632
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
John Spegal
|
|
Cash Bonus
|
|
5/14/2014
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
517
|
|
|
$
|
910.78
|
|
|
$
|
158,290
|
|
|||
|
|
Stock options
|
|
5/14/2014
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
64
|
|
|
$
|
910.78
|
|
|
$
|
17,133
|
|
|||
David Lavender
|
|
Cash Bonus
|
|
|
|
$
|
85,485
|
|
|
$
|
106,896
|
|
|
$
|
106,896
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
|
|
Stock options
|
|
5/14/2014
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
91
|
|
|
$
|
910.78
|
|
|
$
|
24,362
|
|
|||
Charles Gray
|
|
Cash Bonus
|
|
|
|
84,563
|
|
|
146,853
|
|
|
146,853
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||||
|
|
Stock options
|
|
5/14/2014
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
97
|
|
|
$
|
910.78
|
|
|
$
|
25,968
|
|
|||
Charles Appleby
|
|
Stock options
|
|
5/14/2014
|
|
$
|
267,225
|
|
|
$
|
267,225
|
|
|
$
|
267,225
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||
Walter Hall
|
|
Stock options
|
|
5/14/2014
|
|
39,447
|
|
|
39,447
|
|
|
39,447
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
(1)
|
Represents options granted by the parent company under the 2012 Plan to each of Messrs Spegal, Lavender and Gray. Options vest 20% on date of issuance and 20% thereafter on first, second, third and fourth anniversaries of the grant date or immediately if the individual has attained the stipulated retirement age and have a 10-year term except the 517 options granted to Mr. Spegal which vest 100% after five years.
|
(2)
|
Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718.
|
Name
|
|
Grant Date
|
|
Exercisable
|
|
Unexercisable
|
|
|
|
Option
Exercise Price ($) |
|
Option
Expiration Date |
||||
Richard Burke
|
|
4/25/2013
|
|
8
|
|
|
13
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
11/20/2012
|
|
9,364
|
|
|
—
|
|
|
(2)
|
|
$
|
844.10
|
|
|
11/20/2022
|
Steven Carn
|
|
4/25/2013
|
|
14
|
|
|
20
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
4/26/2012
|
|
769
|
|
|
512
|
|
|
(1)
|
|
$
|
619.64
|
|
|
4/26/2022
|
John Spegal
|
|
5/14/2014
|
|
13
|
|
|
51
|
|
|
(1)
|
|
$
|
910.78
|
|
|
5/14/2024
|
|
|
5/14/2014
|
|
—
|
|
|
517
|
|
|
(3)
|
|
$
|
910.78
|
|
|
4/26/2022
|
|
|
4/25/2013
|
|
—
|
|
|
259
|
|
|
(3)
|
|
$
|
844.10
|
|
|
4/25/2023
|
David Lavender
|
|
5/14/2014
|
|
18
|
|
|
73
|
|
|
(2)
|
|
$
|
910.78
|
|
|
5/14/2024
|
|
|
4/25/2013
|
|
36
|
|
|
55
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
4/26/2012
|
|
117
|
|
|
79
|
|
|
(1)
|
|
$
|
619.64
|
|
|
4/26/2022
|
|
|
5/4/2011
|
|
162
|
|
|
41
|
|
|
(1)
|
|
$
|
557.68
|
|
|
5/4/2021
|
|
|
7/27/2010
|
|
196
|
|
|
—
|
|
|
(1)
|
|
$
|
491.73
|
|
|
7/27/2020
|
|
|
4/23/2009
|
|
245
|
|
|
—
|
|
|
(1)
|
|
$
|
471.24
|
|
|
4/23/2019
|
|
|
4/24/2008
|
|
275
|
|
|
—
|
|
|
(1)
|
|
$
|
408.89
|
|
|
4/24/2018
|
|
|
2/12/2007
|
|
248
|
|
|
—
|
|
|
(1)
|
|
$
|
377.36
|
|
|
2/12/2017
|
|
|
2/12/2007
|
|
1,344
|
|
|
—
|
|
|
(3)
|
|
$
|
377.36
|
|
|
2/12/2017
|
Charles Gray
|
|
5/14/2014
|
|
19
|
|
|
78
|
|
|
(1)
|
|
$
|
910.78
|
|
|
5/14/2024
|
|
|
4/25/2013
|
|
34
|
|
|
50
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
4/26/2012
|
|
70
|
|
|
47
|
|
|
(1)
|
|
$
|
619.64
|
|
|
4/26/2022
|
|
|
5/4/2011
|
|
163
|
|
|
41
|
|
|
(1)
|
|
$
|
557.68
|
|
|
5/4/2021
|
|
|
7/27/2010
|
|
196
|
|
|
—
|
|
|
(1)
|
|
$
|
491.73
|
|
|
7/27/2020
|
|
|
4/23/2009
|
|
318
|
|
|
—
|
|
|
(1)
|
|
$
|
471.24
|
|
|
4/23/2019
|
|
|
4/24/2008
|
|
367
|
|
|
—
|
|
|
(1)
|
|
$
|
408.89
|
|
|
4/24/2018
|
|
|
2/12/2007
|
|
290
|
|
|
—
|
|
|
(1)
|
|
$
|
377.36
|
|
|
2/12/2017
|
|
|
2/12/2007
|
|
1,860
|
|
|
—
|
|
|
(3)
|
|
$
|
377.36
|
|
|
2/12/2017
|
Charles Appleby
|
|
4/25/2013
|
|
587
|
|
|
—
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
4/26/2012
|
|
2,562
|
|
|
—
|
|
|
(1)
|
|
$
|
619.64
|
|
|
4/26/2022
|
Walter Hall
|
|
4/25/2013
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
|
$
|
844.10
|
|
|
4/25/2023
|
|
|
4/26/2012
|
|
N/A
|
|
|
N/A
|
|
|
(1)
|
|
$
|
619.64
|
|
|
4/26/2022
|
(1)
|
Time-vested options vest 20% ratably on date of grant and 20% thereafter on each anniversary date of grant annually thereafter.
|
(2)
|
Options vested 100% with Mr. Burke's selection as CEO.
|
(3)
|
Represents stock options granted that vest 100% after five years from the date of grant.
|
Name
|
|
Year
|
|
Plan Name
|
|
Number of
Years of
Credited
Service(1)
|
|
Present Value
of Accumulated
Benefits
|
|
Payments
During Last
Fiscal Year
|
|||
Charles Appleby
|
|
2014
|
|
Executive Retiree Health
|
|
2
|
|
|
214,772
|
|
|
9,723
|
|
(1)
|
The plan was instituted in 2012 as part of Mr. Appleby’s new employment agreement and thus for plan purposes there is one year of credited service. Mr. Appleby retired as CEO June 30, 2014 and therefore years of credited services ceased.
|
Name
|
|
Item of
Compensation |
|
Termination
Upon Death/Disability |
|
Termination
Upon Retirement |
|
Involuntary
Termination Not for Cause or Reason |
|
Termination
for Cause |
|
Voluntary
Resignation(1) |
|
Termination
Upon Change in Control |
||||||||||||
Richard Burke
|
|
Bonus
|
|
$
|
530,880
|
|
|
$
|
530,880
|
|
|
$
|
530,880
|
|
|
$
|
—
|
|
|
$
|
530,880
|
|
|
$
|
530,880
|
|
|
|
Unvested Stock Options
|
|
$
|
675
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
675
|
|
|
|
Multiple of Salary and Bonus
|
|
$
|
2,111,760
|
|
|
$
|
2,111,760
|
|
|
$
|
2,111,760
|
|
|
$
|
—
|
|
|
$
|
2,111,760
|
|
|
$
|
2,111,760
|
|
|
|
Total Payments
|
|
$
|
2,643,315
|
|
|
$
|
2,642,640
|
|
|
$
|
2,642,640
|
|
|
$
|
—
|
|
|
$
|
2,642,640
|
|
|
$
|
2,643,315
|
|
Steven Carn
|
|
Bonus
|
|
$
|
370,756
|
|
|
$
|
370,756
|
|
|
$
|
370,756
|
|
|
$
|
—
|
|
|
$
|
370,756
|
|
|
$
|
361,726
|
|
|
|
Unvested Stock Options
|
|
$
|
142,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,534
|
|
|
|
Multiple of Salary and Bonus
|
|
$
|
1,505,012
|
|
|
$
|
1,505,012
|
|
|
$
|
1,505,012
|
|
|
$
|
—
|
|
|
$
|
1,505,012
|
|
|
$
|
1,505,012
|
|
|
|
Total Payments
|
|
$
|
2,018,302
|
|
|
$
|
1,875,768
|
|
|
$
|
1,875,768
|
|
|
$
|
—
|
|
|
$
|
1,875,768
|
|
|
$
|
2,009,272
|
|
John Spegal
|
|
Bonus
|
|
$
|
349,632
|
|
|
$
|
349,632
|
|
|
$
|
349,632
|
|
|
$
|
—
|
|
|
$
|
349,632
|
|
|
$
|
450,540
|
|
|
|
Unvested Stock Options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,377
|
|
|
|
Multiple of Salary and Bonus
|
|
$
|
709,632
|
|
|
$
|
1,419,264
|
|
|
$
|
1,419,264
|
|
|
$
|
—
|
|
|
$
|
1,419,264
|
|
|
$
|
1,419,264
|
|
|
|
Payments for Relocation Expenses
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
|
Total Payments
|
|
$
|
1,059,264
|
|
|
$
|
1,818,896
|
|
|
$
|
1,818,896
|
|
|
$
|
—
|
|
|
$
|
1,818,896
|
|
|
$
|
1,875,181
|
|
David Lavender(2)
|
|
Unvested Stock Options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,558
|
|
|
|
Total Payments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,558
|
|
Charles Gray(2)
|
|
Unvested Stock Options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,455
|
|
|
|
Total Payments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,455
|
|
Charles Appleby(3)
|
|
Bonus
|
|
$
|
—
|
|
|
$
|
257,765
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Value of Benefits
|
|
$
|
—
|
|
|
$
|
341,459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Multiple of Salary and Bonus
|
|
$
|
—
|
|
|
$
|
2,099,952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Total Payments
|
|
$
|
—
|
|
|
$
|
2,699,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Walter Hall(3)
|
|
Bonus
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,448
|
|
|
$
|
—
|
|
|
|
Unvested Stock Options
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Multiple of Salary and Bonus
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,598,885
|
|
|
$
|
—
|
|
|
|
Total Payments
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,691,216
|
|
|
$
|
—
|
|
(1)
|
For all NEO’s except Messrs. Lavender and Gray, voluntary resignation payments are based upon resignation for good cause, which is defined in the agreements as a breach of the agreement by the Company or a relocation of principal place of business to a location that represents a material change (50 miles from principal place of business) in geographic location or a material diminution in authority, duties, responsibilities, reporting position or compensation.
|
(2)
|
Messrs. Lavender and Gray are not subject to a compensation agreement and therefore has no stipulated benefits, except those related to unvested stock options in the event of termination in the event of death or disability or upon change of control.
|
(3)
|
Messrs. Appleby and Hall retired or resigned in 2014 and thus the payment represent actual amounts to be paid in in connection with the applicable termination event.
|
(a)
|
Financial Statements and Financial Statement Schedules
|
(1)
|
Consolidated Financial Statements.
|
(2)
|
Consolidated Financial Statement Schedules.
|
(b)
|
See Exhibit Index immediately following signature pages.
|
|
|
ADS WASTE HOLDINGS, INC.
|
|
|
|
By:
|
|
/s/ Richard Burke
|
|
|
Richard Burke
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Richard Burke
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|
March 10, 2015
|
Richard Burke
|
|
|
|
|
|
|
|
||
/s/ Steven R. Carn
|
|
Chief Financial Officer, Treasurer and Director
(Principal Financial Officer)
|
|
March 10, 2015
|
Steven R. Carn
|
|
|
|
|
|
|
|
||
/s/ Matthew Gunnelson
|
|
Chief Accounting Officer, Assistant Treasurer
(Principal Accounting Officer)
|
|
March 10, 2015
|
Matthew Gunnelson
|
|
|
|
|
|
|
|
||
/s/ Christopher Beall
|
|
Director
|
|
March 10, 2015
|
Christopher Beall
|
|
|
|
|
|
|
|
||
/s/ John Miller
|
|
Director
|
|
March 10, 2015
|
John Miller
|
|
|
|
|
|
|
|
||
/s/ Bret Budenbender
|
|
Director
|
|
March 10, 2015
|
Bret Budenbender
|
|
|
|
|
|
|
|
||
/s/ Jared Parker
|
|
Director
|
|
March 10, 2015
|
Jared Parker
|
|
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Wilson Quintella Filho
|
|
Director
|
|
March 10, 2015
|
Wilson Quintella Filho
|
|
|
|
|
|
|
|
||
/s/ Matthew Rinklin
|
|
Director
|
|
March 10, 2015
|
Matthew Rinklin
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
3.1
|
|
Certificate of Incorporation of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
3.2
|
|
Bylaws of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
4.1
|
|
Indenture, dated as of October 9, 2012, between ADS Waste Escrow Corp. and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
4.2
|
|
Supplemental Indenture, dated as of November 20, 2012 between ADS Waste Holdings, Inc., and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
4.3
|
|
Supplemental Indenture, dated as of November 20, 2012 among certain subsidiaries of ADS Waste Holdings, Inc., as guarantors, and Wells Fargo Bank, National Association, as trustee
(Incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
4.4
|
|
Registration Rights Agreement, dated as of October 9, 2012, between ADS Waste Escrow Corp. and Deutsche Bank Securities, Inc., as representative of the initial purchasers
(Incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.1
|
|
Senior Secured Credit Agreement, dated as of October 9, 2012, among ADS Waste Escrow Corp. II, as escrow borrower, ADS Waste Holdings, Inc., as borrower upon the acquisition date, Advanced Disposal Waste Holdings Corp., as intermediate holdings upon the acquisition date, the lenders party thereto, Deutsche Bank Trust Company, Americans, as administrative agent and collateral agent, Deutsche Bank Securities Inc., Macquarie Capital (USA) Inc., UBS Securities LLC, Barclays Bank PLC and Credit Suisse Securities (USA) LLC, as joint bookrunners and joint lead arrangers, Macquarie Capital (USA) Inc. and UBS Securities LLC, as co- syndication agents, and Barclays Bank PLC and Credit Suisse Securities (USA) LLC, as co-documentation agents
(Incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013, as amended and/or supplemented by (i) Exhibit 10.1 of the Company’s Amendment No. 1 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 16, 2013, (ii) Exhibit 10.1(a) of the Company’s Amendment No. 5 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 1, 2013 and (iii) Exhibit 10.1(a) of the Company’s Amendment No. 6 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2013)
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
10.2
|
|
Amendment No. 1, dated as of February 8, 2013, to the credit agreement, dated as of October 9, 2012, among ADS Waste Holdings, Inc., Advanced Disposal Waste Holdings Corp., the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, issuing bank and swing line lender
(Incorporated by reference to Exhibit 10.2 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.3
|
|
Amendment No. 2, dated as of February 14, 2014, to the credit agreement, dated as of October 9, 2012, among ADS Waste Holdings, Inc., Advanced Disposal Waste Holdings Corp., the several banks and other financial institutions or entities from time to time parties to the Credit Agreement and Deutsche Bank Trust Company Americas, as administrative agent and collateral agent, issuing bank and swing line lender
|
|
|
|
10.4
|
|
Share Purchase Agreement, dated as of July 18, 2012, by and among Veolia Environmental Services North America Corp., VES Solid Waste Holdings, LLC, and Star Atlantic Waste Holdings II, L.P.
(Incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013, as amended and /or supplemented by (i) Exhibit 10.3 of the Company’s Amendment No. 2 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2013, (ii) Exhibit 10.3 of the Company’s Amendment No. 3 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2013, (iii) Exhibit 10.3 of the Company’s Amendment No. 4 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on October 17, 2013 and (iv) Exhibit 10.3 of the Company’s Amendment No. 6 to the Registration Statement on Form S-4 filed with the Securities and Exchange Commission on November 6, 2013)
|
|
|
|
10.5
|
|
Amendment, dated as of November 20, 2012, to the Share Purchase Agreement, dated as of July 18, 2012, by and among Veolia Environmental Services North America Corp., VES Solid Waste Holdings, LLC, and Star Atlantic Waste Holdings II, L.P.
(Incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.6
|
|
Form of Indemnity Agreement for Directors and Executive Officers of ADS Waste Holdings, Inc.
(Incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.7
|
|
Executive Employment Agreement for Charles Appleby, dated November 20, 2012
(Incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.7a
|
|
Letter Agreement with Charles Appleby, dated June 20, 2014 (incorporated by reference to Exhibit 10.1 of the company's Form 8-K filed with the Securities and Exchange Commission on June 26, 2014)
|
|
|
|
10.8
|
|
Executive Employment Agreement for Richard Burke, dated November 20, 2012
(Incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.8a
|
|
Amendment No. 1 to Executive Employment Agreement with Richard burke, dated July 18, 2014 (Incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed with the Securities and Exchange Commission on July 24, 2014)
|
|
|
|
10.9
|
|
Executive Employment Agreement for Walter Hall Jr., dated November 20, 2012
(Incorporated by reference to Exhibit 10.8 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.10
|
|
Separation and Release Agreement for Walter Hall Jr., dated January 17, 2014 (Incorporated from Exhibit 10.10 of the 2013 10-K filed March 21, 2014)
|
Exhibit
Number
|
|
Description of Exhibits
|
|
|
|
10.11
|
|
Executive Employment Agreement for Steven Carn, dated November 20, 2012
(Incorporated by reference to Exhibit 10.9 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.12
|
|
Executive Employment Agreement for John Spegal, dated May 1, 2014 * filed herewith
(Incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.13
|
|
Reserved
|
|
|
|
10.14
|
|
2012 ADS Waste Holdings Corp. Stock Incentive Plan
(Incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.15
|
|
Amended and Restated Share Price Protection Agreement, between the Company and Charles Appleby, dated December 20, 2012
(Incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
|
|
|
|
10.16
|
|
Form of Senior Management Stock Option Award Agreement (for Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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10.17
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Form of Management Stock Option Award Agreement, Annual Award (for Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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10.18
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Form of Management Stock Option Award Agreement, Strategic Performance Award (Post-2009) (for Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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10.19
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Form of Management Stock Option Award Agreement/Strategic Performance Award (Pre-2010) (for Substituted Option) under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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10.20
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Form of Senior Management Stock Option Award Agreement under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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Exhibit
Number
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Description of Exhibits
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10.21
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Form of Management Stock Option Award Agreement, Strategic Performance Award under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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10.22
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Form of Management Stock Option Award Agreement, Annual Award under the Advanced Disposal Waste Holdings Corp. 2012 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on September 11, 2013)
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14.1
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Code of Business Conduct
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21.1
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Subsidiaries of ADS Waste Holdings, Inc.
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24.1
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Power of Attorney (included on signature page)
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31.1
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1)
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in the Field of Business within the Restricted Area, solicit business from, direct marketing activities to, or perform work relating to, any customer or prospective customer upon whom Executive called, or for whom Executive provided administrative or support services, on the Company’s behalf during the term of Executive’s employment with the Company;
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(2)
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become engaged in or employed by, directly or indirectly, any business entity which operates in or in any way does business in the Field of Business within the Restricted Area; or
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(3)
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be the owner of more than one percent (1%) of the outstanding equity of any business entity which operates in or in any way does business in the Field of Business within the Restricted Area.
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(1)
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induce any customers, including former and prospective customers, of the Company to patronize any business entity that operates in the Field of Business within the Restricted Area (other than the Company); or
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(2)
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request or advise any customers of the Company, including prospective customers, to withdraw, curtail or cancel such customer’s business with the Company.
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