P provides public water in Carbon County, Pennsylvania. P's groundwater production and supply wells are adjacent to a site formerly used for lead smelting that is owned by D. After learning that there had been releases of hazardous substances on the D site and that D had applied for a hazardous waste disposal permit, P commissioned a study to determine whether there was or would be any contamination of its wells. P sued D, its sister corporation, Tonolli Canada, and its parent corporation, IFIM, alleging that they were owners or operators of the D facility and that hazardous discharges from their property posed a threat of future contamination to P's water supply. D went bankrupt. P proceeded against Tonolli Canada and IFIM. P made claims under Cerla. At the conclusion of the trial, the district court denied P recovery on all claims. P appealed.

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