Annual
Report
2024
Proxy Statement
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Date and Time:
Tuesday, May 13, 2025 at 11:00 a.m. Central Time
Place:
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, Texas 77002
Record Date:
March 18, 2025
Agenda for the Annual Meeting (or any adjournment
or postponement thereof):
• To elect the nine nominees named in the attached proxy
statement to our Board of Directors;
• To vote on a proposal to ratify the appointment of Ernst &
Young LLP as our independent registered public
accounting firm for the fiscal year ending December 31,
2025;
• To vote on a non-binding, advisory proposal to approve
our executive compensation; and
• To conduct other business that is properly raised at the
meeting.
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE
STOCKHOLDER MEETING TO BE HELD
MAY 13, 2025:
This Notice of Annual Meeting and Proxy Statement
and the Company’s Annual Report on Form 10-K for
the year ended December 31, 2024 are available at
investors.wm.com.
You may submit your proxy via the Internet
by following the instructions provided in
the Notice or, if you received printed copies
of the proxy materials, on your proxy card.
If you received printed copies of the
materials
in
accordance
with
the
instructions in the Notice, you also have
the option to submit your proxy by
telephone by calling the toll-free number
listed on your proxy card. Telephone voting
is available 24 hours per day until
11:59 p.m., Eastern Time, on May 12, 2025.
If you received printed copies of the proxy
materials
in
accordance
with
the
instructions in the Notice and would like to
submit your proxy by mail, please mark,
sign and date your proxy card and return it
promptly in the postage-paid envelope
provided.
If your shares of Common Stock are held in street name,
you will receive instructions from your broker, bank or
nominee that you must follow in order to have your
shares of Common Stock voted at the Annual Meeting.
Your vote is important. We urge all stockholders to vote and submit their proxies as soon as possible using one of the
methods described above.
Courtney A. Tippy
Corporate Secretary
April 1, 2025
Enroll in Electronic Delivery Today. Help us save paper, time and money! If your
shares are held in street name through a bank or broker, visit www.proxyvote.com or
follow the instructions on the Notice, proxy card or voting instructions. All
stockholders may enroll at enroll.icsdelivery.com/wmi.
PROXY STATEMENT
TABLE OF CONTENTS
Page
GENERAL INFORMATION . . . . . . . . . . . . . . . . .
1
BOARD OF DIRECTORS . . . . . . . . . . . . . . . . . .
4
Nominees for Director
. . . . . . . . . . . . . . . . .
4
Leadership Structure . . . . . . . . . . . . . . . . . .
4
Independence of Board Members . . . . . . . . . .
5
Meetings and Board Committees . . . . . . . . . .
5
Role in Risk Oversight . . . . . . . . . . . . . . . . . .
5
Oversight of Sustainability Risk and
Performance . . . . . . . . . . . . . . . . . . . . . .
6
Audit Committee . . . . . . . . . . . . . . . . . . . . .
8
Audit Committee Report . . . . . . . . . . . . . . . .
9
Management Development and Compensation
Committee . . . . . . . . . . . . . . . . . . . . . . . .
10
Compensation Committee Report . . . . . . . . . .
10
Compensation Committee Interlocks and
Insider Participation . . . . . . . . . . . . . . . . .
11
Nominating and Governance Committee . . . . .
11
Related Party Transactions . . . . . . . . . . . . . .
12
Board of Directors Governing Documents . . . .
13
Non-Employee Director Compensation . . . . . .
14
ELECTION OF DIRECTORS (Item 1 on the Proxy
Card) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
DIRECTOR AND OFFICER STOCK OWNERSHIP . .
28
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS . . . . . . . . . . . . . . . . .
29
EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . .
30
EXECUTIVE COMPENSATION . . . . . . . . . . . . . .
31
Compensation Discussion and Analysis . . . .
31
Introduction . . . . . . . . . . . . . . . . . . . . . . .
31
Executive Summary . . . . . . . . . . . . . . . . .
31
2024 Compensation Program Results and
Company Performance
. . . . . . . . . . . . .
32
Consideration of Stockholder Advisory
Vote . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Page
2025 Compensation Program Preview . . . . .
34
Our Compensation Philosophy for Named
Executive Officers . . . . . . . . . . . . . . . . .
35
Overview of Elements of Our 2024 Executive
Compensation Program . . . . . . . . . . . . .
36
How Named Executive Officer Compensation
Decisions are Made . . . . . . . . . . . . . . . .
37
Named Executives’ 2024 Compensation
Program and Results . . . . . . . . . . . . . . .
41
Post-Employment and Change in Control
Compensation; Clawback Policies . . . . . .
46
Other Compensation Policies and
Practices . . . . . . . . . . . . . . . . . . . . . . .
47
Executive Compensation Tables . . . . . . . . . .
49
Summary Compensation Table . . . . . . . . . .
49
Grant of Plan-Based Awards in 2024 . . . . . .
51
Outstanding Equity Awards as of
December 31, 2024 . . . . . . . . . . . . . . . .
52
Option Exercises and Stock Vested . . . . . . .
53
Nonqualified Deferred Compensation in
2024 . . . . . . . . . . . . . . . . . . . . . . . . . .
54
Potential Payments Upon Termination or
Change in Control . . . . . . . . . . . . . . . . .
55
Potential Consideration Upon Termination of
Employment . . . . . . . . . . . . . . . . . . . . .
57
Chief Executive Officer Pay Ratio . . . . . . . . .
58
Equity Compensation Plan Table . . . . . . . . .
58
Pay Versus Performance . . . . . . . . . . . . . . .
59
RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM (Item 2 on the
Proxy Card)
. . . . . . . . . . . . . . . . . . . . . . . .
63
ADVISORY VOTE ON EXECUTIVE
COMPENSATION (Item 3 on the Proxy Card) . .
64
APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . .
A-1
GENERAL INFORMATION
Waste Management, Inc. is a holding company, and all operations are conducted by its subsidiaries. Our subsidiaries are
operated and managed locally and generally focus on providing services in distinct geographic areas. Through our
subsidiaries, we are North America’s leading provider of comprehensive environmental solutions, providing services
throughout the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to
manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating
cleaner, renewable energy. On November 4, 2024, we completed our acquisition of Stericycle, Inc. (“Stericycle”). The
acquisition expands our offerings in the U.S., and Canada and adds operations in parts of Western Europe. These
businesses provide regulated waste and secure information destruction services that protect people and brands, promote
health and well-being and safeguard the environment.
Our Board of Directors is soliciting your proxy for the 2025 Annual Meeting of Stockholders and at any postponement or
adjournment of the meeting. We are furnishing proxy materials to our stockholders primarily via the Internet. On April 1,
2025, we sent an electronic notice of how to access our proxy materials and our Annual Report to stockholders that have
previously signed up to receive their proxy materials via the Internet. On April 1, 2025, we began mailing a Notice of
Internet Availability of Proxy Materials to those stockholders that previously have not signed up for electronic delivery.
The Notice contains instructions on how stockholders can access our proxy materials at investors.wm.com or request
that a printed set of the proxy materials be sent to them.
Enroll in Electronic Delivery Today!
We encourage stockholders to elect to receive all future proxy materials
electronically, which is free, fast, convenient and helps lower our printing and postage costs. If you are a beneficial
owner, visit www.proxyvote.com or follow the instructions on the Notice, proxy card or voting instructions. All
stockholders may also enroll at enroll.icsdelivery.com/wmi.
Shares Outstanding on the Record Date
There were 402,332,424 shares of common stock of Waste Management, Inc.
(our “Common Stock”) outstanding and entitled to vote as of March 18, 2025, the record date for the Annual Meeting.
Attending the Meeting
Only stockholders, their proxy holders and our invited guests may attend the Annual Meeting. If
you plan to attend, please bring identification. If you are a beneficial owner that holds shares in street name through a
bank or broker, you must also bring your bank or broker statement showing your beneficial ownership of Waste
Management, Inc. Common Stock in order to be admitted to the meeting. If you are planning to attend our Annual Meeting
and require directions to the meeting, please contact our Corporate Secretary’ s office at 713-512-6374. The only items
that we anticipate will be discussed at the Annual Meeting are the items set out in the Notice. We do not anticipate that
there will be any presentations.
Voting Instructions
You can submit your proxy by Internet, phone or mail. You may receive more than one proxy card
depending on how you hold your shares. You should complete and return each proxy or other voting instruction request
provided to you. If you are a beneficial owner that holds shares in street name through a bank or broker, you will receive
instructions from your bank, broker or nominee that you must follow in order to have your shares of Common Stock
voted at the Annual Meeting, and your ability to submit your voting instructions by phone or over the Internet depends on
your bank’s or broker’s voting process. If you complete and submit your proxy voting instructions, the persons named as
proxies will follow your instructions. If you submit your proxy but do not give voting instructions, we will vote your shares
in accordance with the recommendation of the Board on each of the proposals set forth below.
Other Matters
The Company does not intend to bring any other matters before the Annual Meeting, nor does the
Company have any present knowledge that any other matters will be presented by others for action at the meeting. If any
other matters are properly presented, your proxy card authorizes the people named as proxy holders to vote using their
judgment.
Voting and Asking Questions at the Meeting
Stockholders can vote and ask questions at the Annual Meeting relevant
to the items to be voted on or the business of the Company. If you are a beneficial owner that holds shares in street name,
you must bring a legal proxy from the record holder in order to vote your shares at the Annual Meeting. Whether or not
you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting.
Please read the Notice and this Proxy Statement with care and follow the voting instructions to ensure that your shares
are represented at the Annual Meeting.
2025 Proxy Statement |
1
Changing Your Vote
Stockholders of record may revoke their proxy at any time before we vote it at the meeting by
submitting a later-dated proxy via the Internet, by telephone, by mail, by delivering instructions to our Corporate Secretary
before the Annual Meeting revoking the proxy or by voting during the Annual Meeting. Attendance at the Annual Meeting,
by itself, will not revoke a proxy. If you hold shares through a bank or broker, you may revoke any prior voting instructions
by contacting that firm.
The Proposals
The following proposals are being presented for a vote of the stockholders at the Annual Meeting:
Proposal
Matter
Board Vote
Recommendation
1
Election of Director Nominees set forth in this Proxy Statement
FOR each director
nominee
2
Ratification of Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm for fiscal year 2025
FOR
3
Approval of the Company’s Executive Compensation
FOR
Votes Required to Adopt the Proposals
Each share of our Common Stock outstanding on the record date is entitled to
one vote on each of the nine director nominees and one vote on each other proposal.
Proposal 1: To be elected, a director must receive a majority of the votes cast with respect to that director’s election at the
meeting; this means that the number of shares voted “for” a director must exceed 50% of the votes cast with respect to
that director.
Proposal 2 and 3: In order to be approved, each of proposals 2 and 3 require the affirmative vote of the holders of a
majority of the outstanding shares of Common Stock present, in person or by proxy, and entitled to vote on the matter.
Effect of Abstentions
Abstentions will have no effect on the election of directors. For each of the other proposals,
abstentions will have the same effect as a vote against these matters.
Effect of Broker Non-Votes
If your shares are held by a broker, you may submit your voting instructions to the broker
as to how you want your shares to be voted. If you give the broker instructions, your shares must be voted as you direct.
If you do not instruct your broker how to vote your shares using the instructions your broker provides to you, your broker
may vote your shares at its discretion on proposal 2 regarding ratification of the Company’s independent registered
public accounting firm, but not for any other proposal. When this happens, it is called a “broker non-vote.” With respect to
proposal 1 and proposal 3, broker non-votes will have no effect on the outcome. To be sure your shares are voted in the
manner you desire, you should instruct your broker how to vote your shares.
Quorum
The holders of a majority of the shares of Common Stock outstanding on the record date must be present in
person or by proxy to constitute a quorum necessary to conduct the Annual Meeting. Abstentions and broker non-votes
are counted for purposes of determining a quorum.
Stockholder Proposals and Nominees for the 2026 Annual Meeting
The Company will not consider any proposal or
nomination that is not timely or otherwise does not meet the Company’s By-law and Securities and Exchange Commission
(“SEC”) requirements for submitting a proposal or nomination. We also ask that you email a courtesy copy of any notice
to GCLegal@wm.com. A copy of our By-laws may be obtained free of charge by writing to our Corporate Secretary at
800 Capitol Street, Suite 3000, Houston, Texas 77002 and is available in the “Sustainability & Governance — Corporate
Governance” section of investors.wm.com.
Stockholder Proposals: Eligible stockholders who wish to submit a proposal for inclusion in the proxy statement pursuant
to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for our 2026 Annual Meeting
must submit their proposal to our Corporate Secretary at Waste Management, Inc., 800 Capitol Street, Suite 3000,
GENERAL INFORMATION
2 |
2025 Proxy Statement
Houston, Texas 77002 for receipt on or before December 2, 2025. The proponent and the proposal must comply with the
requirements set forth in the federal securities laws, including Rule 14a-8 of the Exchange Act, in order to be included in
the Company’s proxy statement and proxy card for the 2026 Annual Meeting.
Advance Notice Proposals and Nominations: In addition, the Company’s By-laws establish advance notice procedures that
must be complied with for stockholders to bring proposals that are not included in the Company’s proxy materials and
nominations of persons for election as directors (other than pursuant to our proxy access By-law discussed below)
before an annual meeting of stockholders. In accordance with our By-laws, for a proposal or nominee not included in our
proxy materials to be properly brought before the 2026 Annual Meeting, a stockholder’s notice must be delivered to our
Corporate Secretary at Waste Management, Inc., 800 Capitol Street, Suite 3000, Houston, Texas 77002 no earlier than
December 14, 2025 and no later than January 13, 2026 and must contain the information specified in the Company’s
By-laws. In addition to satisfying the foregoing advance notice requirements under our By-laws, to comply with the
universal proxy rules under the Exchange Act, a stockholder who intends to solicit proxies in support of director nominees
other than Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the
Exchange Act no later than January 13, 2026, and must also comply with all other requirements of Rule 14a-19 under the
Exchange Act. The Company will disregard any proxies solicited for a stockholder’s director nominee(s) if such
stockholder fails to comply with such requirements.
Proxy Access Nominations: The Company’s By-laws permit a stockholder or group of up to 20 stockholders owning 3% or
more of the Company’s outstanding Common Stock continuously for at least three years to nominate and include in the
Company’s proxy materials director nominees constituting up to the greater of 20% of the Board of Directors or two
individuals, provided the stockholder(s) and the nominee(s) satisfy the requirements specified in the Company’s By-laws.
Notice of proxy access director nominees must be delivered to our Corporate Secretary at Waste Management, Inc.,
800 Capitol Street, Suite 3000, Houston, Texas 77002 no earlier than November 2, 2025, and no later than December 2,
2025, together with other information required by the Company’s By-laws.
Expenses of Solicitation
We pay the cost of preparing, assembling and mailing this proxy-soliciting material. In addition
to the use of the mail, proxies may be solicited personally, by Internet or telephone, or by the Company’s officers and
employees of the Company’s subsidiaries without additional compensation. We pay all costs of solicitation, including
certain expenses of brokers and nominees who mail proxy materials to their customers or principals. Also, Innisfree
M&A Incorporated has been hired to help in the solicitation of proxies for the 2025 Annual Meeting for a fee of $17,500
plus associated costs and expenses.
Annual Report
A copy of our Annual Report on Form 10-K for the year ended December 31, 2024, which includes our
financial statements for fiscal year 2024, is provided with this Proxy Statement and is available at investors.wm.com.
The Annual Report on Form 10-K is not incorporated by reference into this Proxy Statement or deemed to be a part of the
materials for the solicitation of proxies.
If you wish to receive a separate or additional copy of this Proxy Statement and Annual Report free of charge, please
contact: Waste Management, Inc., Corporate Secretary, 800 Capitol Street, Suite 3000, Houston, Texas 77002,
telephone 713-512-6374.
Householding Information
We have adopted a procedure approved by the SEC called “householding.” Under this
procedure, stockholders of record who have the same address and last name and do not participate in electronic delivery
of proxy materials will receive only one copy of the Proxy Statement and Annual Report unless we are notified that one or
more of these individuals wishes to receive separate copies. This procedure helps reduce our printing costs and postage
fees.
If you do not wish to participate in householding in the future and prefer to receive separate copies of the proxy materials,
please contact: Broadridge Financial Solutions, Attention Householding Department, 51 Mercedes Way, Edgewood,
NY 11717, telephone 1-866-540-7095. If you are currently receiving multiple copies of proxy materials and wish to
receive only one copy for your household, please contact Broadridge.
GENERAL INFORMATION
2025 Proxy Statement |
3
BOARD OF DIRECTORS
Our Board of Directors currently has 9 members. Each member of our Board is elected annually and is nominated for
re-election at the 2025 Annual Meeting.
Nominees for Director
Committee
Name
Age
Tenure
Independent
Audit
Management
Development &
Compensation
Nominating &
Governance
Thomas L. Bené
62
2024 – Present
Bruce E. Chinn
68
2023 – Present
James C. Fish, Jr.
62
2016 – Present
Andrés R. Gluski
67
2015 – Present
Victoria M. Holt
67
2013 – Present
Kathleen M. Mazzarella
65
2015 – Present
Sean E. Menke
56
2021 – Present
William B. Plummer
66
2019 – Present
Maryrose T. Sylvester
59
2021 – Present
Chair
Member
Leadership Structure
Ms. Kathleen M. Mazzarella’s service as Non-Executive Chair of the Board began in May 2023. The Board elected
Ms. Mazzarella to serve as Non-Executive Chair of the Board due to her extensive leadership experience, expertise in
Board governance, and deep understanding of our Company and our strategic vision. Ms. Mazzarella presides over all
meetings of the Board, including executive sessions that only non-employee directors attend. The Non-Executive Chair
also serves on all three Board committees. Stockholders and interested parties wishing to communicate with the Board
or any of the non-employee directors should address their communications to Non-Executive Chair of the Board or the
applicable director, c/o Waste Management, Inc., P.O. Box 53569, Houston, Texas 77052-3569. Additional information
about communicating with our directors is available in our Corporate Governance Guidelines, which can be found by
accessing the “Sustainability & Governance — Corporate Governance” section of investors.wm.com.
We separated the roles of Chair of the Board and Chief Executive Officer at our Company in 2004. We believe that having
a Non-Executive Chair of the Board is in the best interests of the Company and stockholders, due in part to the ever-
increasing demands made on boards of directors under federal securities laws, national stock exchange rules and other
federal and state regulations. The separation of the positions allows our Chair of the Board to focus on management of
Board matters and allows our Chief Executive Officer to focus his attention on managing our business. Additionally, we
believe the separation of those roles contributes to the independence of the Board in its oversight role and in assessing
the Chief Executive Officer and management generally. At this time, we do not contemplate a situation in which our
Company would not have a Non-Executive Chair of the Board.
4 |
2025 Proxy Statement
Independence of Board Members
The Board of Directors has determined that each of the following eight non-employee director nominees are independent
in accordance with the New York Stock Exchange listing standards: Thomas L. Bené, Bruce E. Chinn, Andrés R. Gluski,
Victoria M. Holt, Kathleen M. Mazzarella, Sean E. Menke, William B. Plummer and Maryrose T. Sylvester. James C. Fish, Jr.,
our President and Chief Executive Officer, is also a director of the Company. As an executive officer of the Company,
Mr. Fish is not an “independent” director.
To assist the Board in determining independence, the Board of Directors adopted categorical standards of director
independence, which meet or exceed the requirements of the New York Stock Exchange. These standards specify certain
relationships that are prohibited in order for the non-employee director to be deemed independent. The categorical
standards our Board uses in determining independence are included in our Corporate Governance Guidelines, which can
be found by accessing the “Sustainability & Governance — Corporate Governance” section of investors.wm.com. In
addition to these categorical standards, our Board makes a subjective determination of independence considering
relevant facts and circumstances.
The Board reviewed all commercial and non-profit affiliations of each non-employee director and the dollar amount of all
transactions between the Company and each entity with which a non-employee director is affiliated to determine
independence. These transactions consisted of the Company, through its subsidiaries, providing waste management
services in the ordinary course of business and the Company’s subsidiaries purchasing goods and services in the ordinary
course of business and included commercial dealings with Graybar Electric Company, Inc., The AES Corporation, and
Chevron Phillips Chemical Company LLC. Ms. Mazzarella, Mr. Gluski, and Mr. Chinn served as chief executive officer of
these entities, respectively, for all or a portion of calendar year 2024. The Board concluded there are no transactions
between the Company and any entity with which a non-employee director is affiliated that are prohibited by our
categorical standards of independence or give rise to a material direct or indirect interest for that non-employee director.
Accordingly, the Board has determined that each non-employee director candidate meets the categorical standards of
independence and that there are no relationships that would affect independence.
Meetings and Board Committees
Last year the Board held seven regular meetings and six special meetings, and each committee of the Board met
independently as set forth below. Each incumbent director attended at least 75% of the meetings of the Board and the
committees on which he or she served. In addition, all directors attended the 2024 Annual Meeting of Stockholders. Our
Corporate Governance Guidelines provide that directors are expected to attend the annual meeting of stockholders, and
if an unavoidable conflict arises, the director must notify the Chair of the Board in advance.
The Board appoints committees to help carry out its duties. Committee members take on greater responsibility for key
issues. All members of the Board are invited to attend, and do generally attend, all committee meetings. The committees
review meeting results and recommendations with the full Board. The Board has three separate standing committees:
the Audit Committee; the Management Development and Compensation Committee (the “MD&C Committee”); and the
Nominating and Governance Committee. Additionally, the Board has the power to appoint additional committees, as it
deems necessary.
Role in Risk Oversight
Our executive officers have primary responsibility for risk management within our Company. Our Board of Directors
oversees risk management to ensure that the processes designed, implemented and maintained by our executives are
functioning as intended and adapted when necessary to respond to changes in our Company’s strategy as well as
emerging risks. The primary means by which our Board oversees our risk management processes is through its regular
communications with management and by regularly reviewing our enterprise risk management, or ERM, framework. We
believe that our leadership team’s engagement and communication methods are supportive of comprehensive risk
management practices and that our Board’s involvement is appropriate to ensure effective oversight.
Our ERM process is supported by regular inquiries of our Company’s Senior Leadership Team, and additional members
of management and operations leadership across the enterprise, as to the risks, including emerging risks, that may
affect the execution of our business performance or strategic priorities on a short-term, intermediate or long-term basis.
We also consult with a range of outside advisors and experts throughout the year, depending on the subject matter of the
BOARD OF DIRECTORS
2025 Proxy Statement |
5
risk being evaluated. We believe that use of outside advisors and experts complement our ERM process by ensuring our
efforts are comprehensive and balanced. Our ERM process is periodically reviewed and discussed with our Chief
Compliance and Ethics Officer and our Vice President of Internal Audit and Controls to enhance alignment with our
disclosure controls and procedures. Additionally, our Compliance and Ethics department conducts periodic risk
assessments for a range of ongoing risks that are monitored. If those risks rise to certain materiality or frequency
thresholds, they receive further analysis and review through the ERM base evaluation and priority risk evaluation
processes.
For the most significant or immediate risks, the ERM process is designed to generate actionable insights that are actively
discussed and reviewed with the Senior Leadership Team and our Board. Risks and opportunities are assessed and then
prioritized using internal evaluations of financial impact, likelihood and potential timing of occurrence, outlook for
changes in the nature or extent of risk exposure and a self-assessment of the Company’s confidence in existing risk
mitigation efforts. The Senior Leadership Team reviews the outcomes of the risk assessments, focusing largely on the
estimated scope of impacts, as well as the adequacy of current support by internal staff, the sufficiency of financial
support for mitigation measures needed to manage and reduce risk, and the sufficiency of any third-party expertise that
may be necessary to supplement internal resources. All significant risks have a standardized scorecard that includes
forward-looking action plans with measurable indicators and progress updates on action plans from previous
assessments.
At quarterly Audit Committee meetings, management provides an ERM report and regularly provides an in-depth update
on specific risk topics. Additionally, risks related to our strategy, operations and financial results are also addressed in
our Board meetings. Our President and Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Legal Officer, Chief Human Resources Officer and Chief Sustainability Officer report to our Board and Audit Committee at
these meetings, and other members of management periodically attend and present information, including those
responsible for our Internal Audit and Controls, Environmental Audit, Ethics and Compliance, Human Resources,
Government Affairs, Digital, Insurance, Safety, Finance and Accounting functions. These presentations allow our directors
to have direct communication with management and assess management’s evaluation and administration of the
Company’s risk profile through our ERM process. Examples of key areas of assessment addressed by our ERM process
and overseen by our Audit Committee and Board include the following: emissions and climate impact; industry disruption;
revenue management; legal and regulatory; capital allocation; supply chain management; service to customers; cost
discipline; physical infrastructure; brand management; environmental, health & safety; human capital; information
security and privacy; technology and currency, interest rate and commodity risk management. Additionally, in accordance
with New York Stock Exchange requirements, the Audit Committee is responsible for discussing our major financial risk
exposures, steps management has taken to monitor and control such exposures and the Company’s process for risk
assessment and management, and quarterly reports are made to the Audit Committee on financial and compliance
risks.
Management is encouraged to communicate with our directors with respect to any issues or developments that may
require consideration between regularly scheduled Board meetings, and members of management are regularly in
direct contact with our Non-Executive Chair of the Board and our committee chairs. Our Non-Executive Chair of the Board
also facilitates communications with our Board of Directors as a whole and is integral in initiating the discussions among
the independent directors necessary to ensure management is adequately evaluating and overseeing risks to our
Company.
Oversight of Sustainability Risk and Performance
Our fundamental strategy has not changed; we remain dedicated to providing long-term value to our stockholders by
successfully executing our core strategy of focused differentiation and continuous improvement. We have enabled a
people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental
impact, and sustainability and environmental stewardship is embedded in all that we do. As a result, it would not be
effective, or possible, to assign responsibility for oversight of sustainability, which includes environmental and human
capital management risk and performance, to any one committee of our Board of Directors. Rather, various aspects of
sustainability risk and performance, which are already organically a part of our Board and committees’ oversight of our
performance, risk management and strategic vision, are addressed in different committees and with our full Board of
Directors, as appropriate depending on the subject matter.
BOARD OF DIRECTORS
6 |
2025 Proxy Statement
Our Board has a dedicated annual strategic planning session with our Senior Leadership Team and receives focused
strategic updates quarterly. Given the nature of our business, those sessions will address topics such as our people,
sustainable operations, waste diversion, recycling business improvements, sustainability growth investments, potentially
disruptive technologies and environmental impacts, risks and opportunities. In 2024, the Board received several
dedicated updates regarding sustainability topics, including our sustainability growth strategy, and the Board receives
regular updates from our Chief Human Resources Officer with respect to our people-first strategy, including workforce
evolution, labor market developments and employee retention. The full Board of Directors receives annual in-depth
reports on leadership, workforce and supplier diversity, as well as quarterly safety performance updates and a detailed
annual health and safety report. Additionally, the Company’s Chief Sustainability Officer presents a quarterly
Sustainability Scorecard to the entire Board to highlight critical focus areas. Through these reports, our Board directly
oversees our sustainability-related performance, including progress toward our sustainability goals and our
decarbonization plan for meeting a science-based climate target, detailed in our 2024 Sustainability Report.
Our Audit Committee also plays a significant role in oversight of sustainability risk and performance. As discussed above,
our Audit Committee receives regular ERM updates with in-depth discussion on specific risk topics, which include
sustainability risks. Additionally, the Audit Committee receives quarterly reports on our compliance programs, including
ethics and environmental and safety audit, with an annual in-depth review of our compliance programs with risk
assessments. Our Audit Committee also has responsibility for oversight of information and cybersecurity and assessment
of cyber threats and defenses. Our Audit Committee receives reports from our most senior executives in the Digital
organization, and the Company’s executive officers, at least twice a year. Topics historically covered in such reports, and
for which our Board exercises oversight, include third-party evaluation of our technology infrastructure and information
security against the industry-standard NIST (National Institute of Standards and Technology) cybersecurity framework;
management of emerging cyber threats such as merger and acquisition activity and the adoption of governance of
artificial intelligence; risk mitigation through the Company’s enterprise-wide cybersecurity training, including our Board
of Directors, conducted at least annually, regular simulated phishing tests and third-party penetration testing; review of
the Company’s cyber incident insurance coverage and external cyber incident resources; review of the Company’s
Cybersecurity Incident Response Plan; review of readouts from cyber incident table top exercises; and consideration of
applicable laws and regulations, including those related to privacy.
Our MD&C Committee has primary oversight of human capital management, including review of employee health, welfare
and benefit programs and compensation plan risk assessment. The MD&C Committee is also responsible for executive
compensation incentive plan design and the incorporation and measurement of the annual cash incentive program
sustainability scorecard performance modifier discussed in our Compensation Discussion and Analysis below. The
Committee also engages in quarterly sessions with our President and Chief Executive Officer and our Chief Human
Resources Officer regarding talent development and succession planning at several levels of our organization. A critical
component of these talent development and succession planning efforts is the recognition that diversity and inclusion
are fundamental Company values. Our Human Resources programs overseen by our MD&C Committee embrace and
cultivate belonging, respect, trust, open communication and diversity of thought and people.
Strong and effective corporate governance is established and overseen by our Nominating & Governance Committee.
The Committee leads the process for annual Board, committee and director evaluations and is responsible for review
and recommendation of Board and committee composition and leadership. In connection with performing this vital
function, the Nominating & Governance Committee reviews the skills, expertise and qualifications of our existing directors,
as well as potential external candidates, and considers numerous elements of Board composition, tenure and Board
refreshment. These efforts deliver on the Nominating & Governance Committee’s purpose to identify and nominate the
best possible candidates to guide and support the Company’s strategy and its commitment to serve and care for our
customers, the environment, the communities in which we work and our stockholders. Please see the discussion of the
Nominating and Governance Committee below for more information on this robust process.
For additional information about the topics discussed above, including sustainability goals, metrics and progress, we
encourage stockholders to review our 2024 Sustainability Report at sustainability.wm.com. The Sustainability Report
conveys the strong linkage between the Company’s sustainability goals and our growth strategy, inclusive of the planned
and ongoing expansion of the Company’s recycling and renewable energy businesses. Our 2024 Sustainability Report
referenced above does not constitute a part of, and is not incorporated by reference into, this Proxy Statement or any
report we file with (or furnish to) the SEC.
BOARD OF DIRECTORS
2025 Proxy Statement |
7
THE AUDIT COMMITTEE
Members:
Number of Meetings Held in 2024: 8
William B. Plummer, Chair
Bruce E. Chinn
Andrés R. Gluski
Victoria M. Holt
Kathleen M. Mazzarella
Sean E. Menke
Mr. Plummer has been the Chair of our Audit Committee since May 2020. Each member of our Audit Committee satisfies
the additional New York Stock Exchange independence standards for audit committees set forth in Section 10A of the
Exchange Act. Our Board of Directors has determined that Audit Committee Chair Mr. Plummer, Mr. Chinn, Mr. Gluski,
Ms. Holt, Ms. Mazzarella and Mr. Menke are audit committee financial experts as defined by the SEC based on a thorough
review of their education and financial and public company experience. Additional information regarding our directors’
expertise and qualifications is available under “Election of Directors” below.
Key Functions
The Audit Committee’s duties are set forth in a written charter that was approved by the Board of Directors. A copy of the
charter can be found by accessing the “Sustainability & Governance — Corporate Governance” section of
investors.wm.com. The Audit Committee generally is responsible for overseeing all matters relating to our financial
statements and reporting, independent auditors and internal audit function. As part of its function, the Audit Committee
reports the results of all of its reviews to the full Board. In fulfilling its duties, the Audit Committee has the following
responsibilities:
Administrative Responsibilities
• Report to the Board, at least annually, all public company audit committee memberships by members of the Audit
Committee;
• Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full
Board; and
• Provide an orientation program for new Audit Committee members.
Financial Statements
• Review financial statements and Forms 10-K and 10-Q with management and the independent auditor;
• Review all earnings press releases and discuss with management the type of earnings guidance that we provide to
analysts and rating agencies;
• Discuss with the independent auditor any material changes to our accounting principles and matters required to be
communicated by Public Company Accounting Oversight Board (United States) Auditing Standard No. 1301
Communications with Audit Committees;
• Review our financial reporting, accounting and auditing practices with management, the independent auditor and our
internal auditors;
• Review management’s and the independent auditor’s assessment of the adequacy and effectiveness of internal
controls over financial reporting; and
• Review executive officer certifications related to our reports and filings.
Independent Auditor
• Engage an independent auditor, determine the auditor’s compensation and replace the auditor if necessary;
• Review the independence of the independent auditor and establish our policies for hiring current or former employees
of the independent auditor;
• Evaluate the lead partner of our independent audit team and review a report, at least annually, describing the
independent auditor’s internal control procedures; and
• Pre-approve all services, including non-audit engagements, provided by the independent auditor.
Internal Audit
• Review the plans, staffing, reports and activities of the internal auditors; and
• Review and establish procedures for receiving, retaining and handling complaints, including anonymous complaints
by our employees, regarding accounting, internal controls and auditing matters.
BOARD OF DIRECTORS
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2025 Proxy Statement
AUDIT COMMITTEE REPORT
The role of the Audit Committee is, among other things, to oversee the Company’s financial reporting process on behalf
of the Board of Directors, to recommend to the Board whether the Company’s financial statements should be included
in the Company’s Annual Report on Form 10-K and to select the independent auditor for ratification by stockholders.
Company management is responsible for the Company’s financial statements as well as for its financial reporting
process, accounting principles and internal controls. The Company’s independent auditors are responsible for
performing an audit of the Company’s financial statements and expressing an opinion as to the conformity of such
financial statements with accounting principles generally accepted in the United States.
The Audit Committee has reviewed and discussed the Company’s audited financial statements as of and for the year
ended December 31, 2024 with management and the independent registered public accounting firm, and has taken the
following steps in making its recommendation that the Company’s financial statements be included in its Annual Report
on Form 10-K.
• The Audit Committee discussed with Ernst & Young LLP, the Company’s independent registered public accounting
firm for fiscal year 2024, those matters required to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board (United States) and the SEC, including information regarding the scope and
results of the audit. These communications and discussions are intended to assist the Audit Committee in overseeing
the financial reporting and disclosure process.
• The Audit Committee discussed with Ernst & Young LLP its independence and received from Ernst & Young LLP a
letter concerning independence as required under applicable independence standards for auditors of public
companies. This discussion and disclosure helped the Audit Committee in evaluating such independence. The Audit
Committee also considered whether the provision of other non-audit services to the Company is compatible with the
auditor’s independence.
• The Audit Committee met periodically with members of management, the internal auditors and Ernst & Young LLP to
review and discuss internal controls over financial reporting. Further, the Audit Committee reviewed and discussed
management’s report on internal control over financial reporting as of December 31, 2024, as well as Ernst & Young
LLP’s report regarding the effectiveness of internal control over financial reporting.
• The Audit Committee reviewed and discussed, with the Company’s management and Ernst & Young LLP, the
Company’s audited consolidated balance sheet as of December 31, 2024, and consolidated statements of operations,
comprehensive income, cash flows and changes in equity for the fiscal year ended December 31, 2024, including the
quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the
clarity of the disclosure.
• The Audit Committee discussed with the Company’s internal auditors and independent registered public accounting
firm the overall scope and plans of their respective audits. The Audit Committee meets periodically with both the
internal auditors and independent registered public accounting firm, with and without management present, to
discuss the results of their examinations and their evaluations of the Company’s internal controls over financial
reporting.
• The members of the Audit Committee are not engaged in the accounting or auditing profession and, consequently, are
not experts in matters involving auditing or accounting. In the performance of their oversight function, the members
of the Audit Committee necessarily relied upon the information, opinions, reports and statements presented to them
by Company management and by the independent registered public accounting firm.
• Based on the reviews and discussions explained above (and without other independent verification), the Audit
Committee recommended to the Board (and the Board approved) that the Company’s financial statements be included
in its Annual Report on Form 10-K for its fiscal year ended December 31, 2024. The Audit Committee has also approved
the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year
2025.
The Audit Committee of the Board of Directors
William B. Plummer, Chair
Bruce E. Chinn
Andrés R. Gluski
Victoria M. Holt
Kathleen M. Mazzarella
Sean E. Menke
BOARD OF DIRECTORS
2025 Proxy Statement |
9
THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
Members:
Number of Meetings Held in 2024: 6
Andrés R. Gluski, Chair
Thomas L. Bené
Kathleen M. Mazzarella
William B. Plummer
Maryrose T. Sylvester
Mr. Gluski has served as the Chair of our MD&C Committee since May 2021. Each member of our MD&C Committee is
independent in accordance with the rules and regulations of the New York Stock Exchange.
Key Functions
Our MD&C Committee is responsible for overseeing our executive officer compensation, as well as developing the
Company’s compensation philosophy generally. The MD&C Committee’s written charter, which was approved by the
Board of Directors, can be found by accessing the “Sustainability & Governance — Corporate Governance” section of
investors.wm.com. In fulfilling its duties, the MD&C Committee has the following responsibilities:
• Review and establish policies governing the compensation and benefits of our executive officers;
• Approve the compensation of our executive officers and set the incentive plan goals for those individuals;
• Conduct an annual evaluation of our Chief Executive Officer by all independent directors and set his compensation;
• Oversee the administration of our equity-based incentive plans;
• Review the results of the stockholder advisory vote on executive compensation and consider any implications of such
voting results on the Company’s compensation programs;
• Recommend to the full Board new Company compensation and benefit plans or changes to our existing plans;
• Evaluate and recommend to the Board the compensation paid to our non-employee directors;
• Review the independence of the MD&C Committee’s compensation consultant annually; and
• Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full
Board.
In overseeing compensation matters, the MD&C Committee may delegate authority for day-to-day administration and
interpretation of the Company’s plans, including selection of participants, determination of award levels within plan
parameters, and approval of award documents, to Company employees. However, the MD&C Committee may not
delegate any authority to Company employees under those plans for matters affecting the compensation and benefits of
the executive officers.
COMPENSATION COMMITTEE REPORT
The MD&C Committee has reviewed and discussed the Compensation Discussion and Analysis included in this Proxy
Statement with management. Based on their review and discussions, the MD&C Committee recommended to the Board
of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement.
The Management Development and Compensation Committee of the Board of Directors
Andrés R. Gluski, Chair
Thomas L. Bené
Kathleen M. Mazzarella
William B. Plummer
Maryrose T. Sylvester
BOARD OF DIRECTORS
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2025 Proxy Statement
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2024, Ms. Mazzarella, Ms. Sylvester and Messrs. Bené, Gluski and Plummer served on the MD&C Committee, as
well as retired director Mr. John C. Pope. No member of the MD&C Committee was an officer or employee of the Company
during 2024; no member of the MD&C Committee is a former officer of the Company; and during 2024, none of our
executive officers served as a member of a board of directors or compensation committee of any entity that has one or
more executive officers who serve on our Board of Directors or MD&C Committee.
THE NOMINATING AND GOVERNANCE COMMITTEE
Members:
Number of Meetings Held in 2024: 5
Victoria M. Holt, Chair
Kathleen M. Mazzarella
Sean E. Menke
Maryrose T. Sylvester
Ms. Holt was named Chair of our Nominating and Governance Committee in May 2023. Each member of our Nominating
and Governance Committee is independent in accordance with the rules and regulations of the New York Stock
Exchange.
Key Functions
The Nominating and Governance Committee has a written charter that has been approved by the Board of Directors and
can be found by accessing the “Sustainability & Governance — Corporate Governance” section of investors.wm.com. It is
the duty of the Nominating and Governance Committee to oversee matters regarding corporate governance. In fulfilling
its duties, the Nominating and Governance Committee has the following responsibilities:
• Review and recommend the composition of our Board, and the nature and duties of each of our committees, in
accordance with our Corporate Governance Guidelines;
• Evaluate the charters of each of the committees and recommend directors to serve as committee chairs;
• Review individual director’s performance in consultation with the Chair of the Board and review the overall
effectiveness of the Board;
• Recommend retirement policies for the Board, the terms for directors and the proper ratio of employee directors to
non-employee directors;
• Perform an annual review of its performance relative to its charter and report the results of its evaluation to the full
Board;
• Review stockholder proposals received for inclusion in the Company’s proxy statement and recommend action to be
taken with regard to the proposals to the Board; and
• Identify and recommend to the Board candidates to fill director vacancies.
The Nominating and Governance Committee is continually engaged in reviewing the skills, expertise and qualifications
of our existing directors, as well as potential external candidates, to identify and nominate the best possible candidates
to guide and support the Company’s strategy and its commitment to serve and care for our customers, the environment,
the communities in which we work and our stockholders. This is a process that the Nominating and Governance
Committee believes should continue to involve significant subjective judgments.
The Nominating and Governance Committee considers current and future needs of the Board as a whole and reviews a
matrix of experience, skills and expertise to inform nominee criteria. The Committee recommends individuals as
nominees based on an evaluation of all factors deemed relevant, including personal and professional integrity and
sound judgment, business and professional skills and experience, independence, possible conflicts of interest, diversity
and the potential for effectiveness, in conjunction with the other directors, to serve the long-term interests of the
stockholders. The Committee seeks diversity of background, thoughts and opinions on the Board obtained through,
among other factors, diversity in business experience, professional expertise, gender and racial / ethnic background.
The Nominating and Governance Committee has considered the gender and racial / ethnic composition of our Board,
including the presence of three women, Mr. Plummer’s and Mr. Chinn’s self-identification as African American / Black
and Mr. Gluski’s self-identification as Hispanic, and believes these factors, among numerous others, contribute to a
valuable diversity of background, thoughts and opinions on our Board.
BOARD OF DIRECTORS
2025 Proxy Statement |
11
When nominating or re-nominating individuals to serve as directors of the Company, the Nominating and Governance
Committee also considers prior contributions to the Board, evaluation feedback, tenure and age of the Board as a whole
and tenure and age of the individual. The Nominating and Governance Committee takes into account the nature and
extent of the directors’ other commitments when determining whether to re-nominate that individual for election to the
Board. In addition to complying with the limitations on public company board memberships set forth in the Corporate
Governance Guidelines, the Committee expects each director to ensure that his or her other commitments do not
interfere with his or her duties as a director of the Company. The Committee’s primary formal mechanism to support
Board refreshment is the retirement age policy set forth in the Corporate Governance Guidelines, which includes the
guideline that directors will not stand for reelection to the Board after reaching age 75 unless the Nominating and
Governance Committee, having considered the foregoing factors, recommends otherwise. The Committee believes that
existing practices have been effective at bringing in new expertise and perspectives, while also maintaining the valuable
industry knowledge, experience and stability that our longer-tenured directors provide.
The Nominating and Governance Committee will consider all potential nominees on their merits, regardless of source,
and welcomes suggestions from directors, members of management, and stockholders. Before being recommended
for nomination by the Committee, director candidates are interviewed by the Chief Executive Officer, the Chair of the
Nominating and Governance Committee, and the Non-Executive Chair of the Board, as well as additional members of the
Board and an external consultant. To suggest a nominee for consideration by the Nominating and Governance
Committee, you should submit your candidate’s name, together with biographical information and his or her written
consent to nomination to the Chair of the Nominating and Governance Committee, Waste Management, Inc., 800 Capitol
Street, Suite 3000, Houston, Texas 77002, between November 2, 2025 and December 2, 2025.
Related Party Transactions
The Board of Directors has adopted a written Related Party Transactions Policy for the review and approval of related
party transactions. Our policy generally defines related party transactions as current or proposed transactions since the
beginning of the last fiscal year in excess of $120,000 in which (a) the Company is a participant and (b) any director;
executive officer; immediate family member of any director or executive officer; or party known to be the owner of more
than 5% of the Company’s Common Stock has a direct or indirect material interest. In addition, the policy sets forth
certain transactions that will not be considered related party transactions, including (a) executive officer compensation
and benefit arrangements; (b) director compensation arrangements; (c) business travel and expenses, advances and
reimbursements in the ordinary course of business; (d) indemnification payments and advancement of expenses, and
payments under directors’ and officers’ indemnification insurance policies; (e) any transaction between the Company
and any entity in which a related party has a relationship solely as a director; a less than 5% equity holder; a beneficial
owner of the Company’s Common Stock that reports such ownership on a Schedule 13G due to lack of control or intent to
influence control; or an employee (other than an executive officer) and (f) purchases of Company debt securities, provided
that the related party has a passive ownership of no more than 2% of the principal amount of any outstanding series. The
Nominating and Governance Committee is responsible for overseeing the policy.
All executive officers and directors are required to notify the Chief Legal Officer as soon as practicable of any potential
related party transaction that involves the Company. The Chief Legal Officer will determine whether such transaction or
relationship constitutes a related party transaction that must be referred to the Nominating and Governance Committee.
In the event that the Chief Legal Officer is a participant in a potential related party transaction, the determination whether
the transaction must be referred to the Nominating and Governance Committee shall be made by the Chief Executive
Officer, with consultation from the Corporate Secretary and the Chief Compliance and Ethics Officer. Any member of the
Committee who has an interest in a transaction presented for consideration will abstain from voting on the related party
transaction.
The Nominating and Governance Committee will review a detailed description of the transaction, including the terms of
the transaction; the business purpose of the transaction; the benefits to the Company and to the relevant related party;
and whether the transaction would require a waiver of the Company’s Code of Conduct.
BOARD OF DIRECTORS
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2025 Proxy Statement
In determining whether to approve a related party transaction, the Nominating and Governance Committee will consider,
among other things, the following factors:
• whether the terms of the related party transaction are fair to the Company and such terms would be reasonable
in an arms-length transaction;
• whether there are business reasons for the Company to enter into the related party transaction;
• whether the related party transaction would impair the independence of any non-employee director;
• whether the related party transaction would present an improper conflict of interest for any director or executive
officer of the Company; and
• whether the related party transaction is material to the Company or the individual.
The Nominating and Governance Committee’s consideration of related party transactions and its determination of
whether to approve such a transaction are reflected in the minutes of the Nominating and Governance Committee’s
meetings. Based on its review processes for potential related party transactions in 2024, the Company identified certain
continuing transactions involving employment of immediate family members of executive officers that the Nominating
and Governance Committee had previously considered and approved. The Nominating and Governance Committee re-
reviewed the employment relationships set forth below and again concluded that such transactions are not inconsistent
with the interests of the Company and its stockholders. Other than as reported below, we are not aware of any other
transactions in 2024 that are required to be disclosed.
John Morris is our Executive Vice President and Chief Operating Officer. The brother-in-law of Mr. Morris continues
to be employed by a subsidiary of Waste Management, Inc. as a Senior Manager of Talent Management & Learning
Optimization. In 2024, Mr. Morris’s brother-in-law received total cash compensation in excess of $120,000, but less
than $220,000. The compensation of Mr. Morris’s brother-in-law is determined in accordance with the compensation
practices generally applicable to employees of Company subsidiaries with comparable qualifications and
responsibilities and holding similar positions, and without the involvement, input or approval of Mr. Morris. Mr. Morris
is not directly or indirectly responsible for managing or overseeing the work of his brother-in-law.
Kelly Rooney served as our Senior Vice President and Chief Human Resources and Diversity & Inclusion Officer
during 2024 until her voluntary resignation in September. Two brothers of Ms. Rooney continue to be employed by
subsidiaries of Waste Management, Inc. Currently, one brother is a Senior District Manager, and one brother is an
Area Safety Director. Each of Ms. Rooney’s brothers received total cash compensation in 2024 in excess of $120,000
but less than $280,000 and an equity incentive grant with a target value of less than $50,000. The compensation of
Ms. Rooney’s brothers is determined in accordance with the compensation practices generally applicable to
employees of Company subsidiaries with comparable qualifications and responsibilities and holding similar
positions, and without the involvement, input or approval of Ms. Rooney. Ms. Rooney was not directly or indirectly
responsible for managing or overseeing the work of her brothers.
Board of Directors Governing Documents
Stockholders may obtain copies of our Corporate Governance Guidelines, the charters of the Audit Committee, the MD&C
Committee, and the Nominating and Governance Committee, and our Code of Conduct free of charge by contacting the
Corporate Secretary, Waste Management, Inc., 800 Capitol Street, Suite 3000, Houston, Texas 77002 or by accessing the
“Sustainability & Governance — Corporate Governance” section of investors.wm.com.
BOARD OF DIRECTORS
2025 Proxy Statement |
13
Non-Employee Director Compensation
Our non-employee director compensation program consists of equity awards and cash consideration. Director
compensation is reviewed annually by the MD&C Committee, with the assistance of an independent third-party consultant,
and set by action of the Board of Directors. The Board’s goal in designing directors’ compensation is to provide a
competitive package that will enable the Company to attract and retain highly skilled individuals with relevant experience.
The compensation is also designed to reward the time and talent required to serve on the board of a company of our size
and complexity. The Board seeks to provide sufficient flexibility in the form of compensation delivered to meet the needs
of different individuals while ensuring that a substantial portion of directors’ compensation is linked to the long-term
success of the Company. Following its annual review, the MD&C Committee did not recommend any changes to director
compensation for 2024. As a result, the 2024 non-employee director compensation levels remained consistent with the
levels established in 2022.
Equity Compensation
Non-employee directors receive an annual grant of shares of Common Stock under the Company’s current stock incentive
plan. The shares are fully vested at the time of grant; however, non-employee directors are required to hold all net
shares throughout their tenure on the Board and are subject to ownership guidelines, as discussed below. The grant of
shares is generally made in two equal installments, and the number of shares issued is based on the market value of our
Common Stock on the dates of grant, which are typically January 15 and July 15 of each year. Each non-employee
director serving at the time received a grant of Common Stock valued at approximately $90,000 in January 2024 and
July 2024. Additionally, any director serving as Non-Executive Chair of the Board receives an additional grant of Common
Stock valued at approximately $50,000 in January and July of each year.
Cash Compensation
Non-employee directors received an annual cash retainer of $120,000 for Board service in 2024. Committee chairs
received the additional annual retainer payments set forth below. Directors do not receive meeting fees in addition to the
retainers. The annual cash retainer is generally paid in advance in two equal installments in January and July of each
year.
Annual Chair Retainers:
$100,000 for Non-Executive Chair of the Board
$25,000 for Audit Committee Chair
$20,000 for MD&C Committee Chair
$20,000 for Nominating and Governance Committee Chair
Stock Ownership Guidelines for Non-Employee Directors
Our non-employee directors are subject to ownership guidelines that establish a minimum ownership level and require
that all net shares received in connection with a stock award, after selling shares to pay all applicable taxes, be held
throughout their tenure as a director. The ownership guideline for non-employee directors is equal to five times the
non-employee directors’ annualized cash retainer. As of December 31, 2024, this amount was $600,000. There is no
deadline for non-employee directors to reach their ownership guideline; however, the MD&C Committee performs regular
reviews to confirm that all non-employee directors are in compliance or are showing sustained progress toward
achievement of their ownership guideline. Based on the closing price of our Common Stock on March 18, 2025, all
non-employee directors have reached the ownership guideline with the exception of our two newest directors, Mr. Bené
and Mr. Chinn, who are making appropriate progress toward the ownership guideline. Additionally, our Insider Trading
Policy provides that directors are not permitted to hedge their ownership of Company securities, including trading in
options, warrants, puts and calls or similar derivative instruments on any security of the Company or selling any security
of the Company “short.”
BOARD OF DIRECTORS
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2025 Proxy Statement
2024 Director Compensation Table
The table below shows the aggregate cash paid, and stock awards issued, to the non-employee directors in 2024 in
accordance with the descriptions set forth above:
Name
Fees Earned
or Paid in
Cash ($)
Stock
Awards
($)(1)
Total ($)
Thomas L. Bené(2)
105,180
157,672
262,852
Bruce E. Chinn
120,000
179,862
299,862
Andrés R. Gluski
140,000
179,862
319,862
Victoria M. Holt
140,000
179,862
319,862
Kathleen M. Mazzarella
220,000
280,093
500,093
Sean E. Menke
120,000
179,862
299,862
William B. Plummer
145,000
179,862
324,862
John C. Pope(3)
60,000
89,965
149,965
Maryrose T. Sylvester
120,000
179,862
299,862
(1)
Amounts in this column represent the grant date fair value of stock awards granted in 2024, in accordance
with Financial Accounting Standards Board Accounting Standards Codification Topic 718. The grant date
fair value of the awards is equal to the number of shares issued multiplied by the average of the high and
low market price of our Common Stock on each date of grant; there are no assumptions used in the
valuation of shares.
(2)
Mr. Bené was elected to our Board effective March 1, 2024 and received prorated equity and cash
compensation for service as a director from the date of election until the next regular installment of
compensation payments in July 2024.
(3)
As of the 2024 Annual Meeting, Mr. Pope had reached the retirement age set forth in the Company’s
Corporate Governance Guidelines; therefore, he did not stand for re-election. His term as a director of the
Company expired on May 14, 2024.
BOARD OF DIRECTORS
2025 Proxy Statement |
15
ELECTION OF DIRECTORS
(Item 1 on the Proxy Card — Director Nominees)
The first item on the proxy card is the election of nine directors to serve until the 2026 Annual Meeting of Stockholders
and until their respective successors have been duly elected and qualified. The Board has nominated the nine director
candidates named below and recommends that you vote FOR their election. Each of the director nominees currently
serves on our Board of Directors. If any nominee is unable or unwilling to serve as a director, which we do not anticipate,
the Board, by resolution, may reduce the number of directors that constitute the Board or may choose a substitute. To be
elected, a director must receive a majority of the votes cast with respect to that director at the meeting. Our Company’s
By-laws provide that if the number of shares voted “for” any director nominee does not exceed 50% of the votes cast with
respect to that director, he or she will tender his or her resignation to the Board of Directors contingent on the acceptance
of such resignation by the Board. The Nominating and Governance Committee will then make a recommendation to the
Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the
resignation, taking into account the Nominating and Governance Committee’s recommendation, and publicly disclose its
decision and the rationale behind it within 90 days of the date of the certification of the election results.
Below we present biographical information of each director nominee, as well as information about the qualifications,
skills and areas of expertise that make each of these individuals a valuable member of our Board and that were
considered by the Board when nominating them for re-election. Definitions of the categories of skill and expertise
presented in the following chart are provided below. This is intended as a high-level summary to support an
understanding of director qualifications and is not an exhaustive list of the areas of skill and expertise that our director
nominees contribute to the Board.
BOARD COMPOSITION, SKILLS AND EXPERTISE
6 of 9
Directors are
diverse based on
gender and
race/ethnicity
8 of 9
Directors are
independent
6.4 Years
Average director
tenure
BOARD DIVERSITY
3
3
3
8
4
3
2
1
INDEPENDENCE
TENURE
Racial/ethnically diverse
Women
1-4 years
5-8 years
9-12 years
Independent
President and CEO
16 |
2025 Proxy Statement
Bené
Chinn
Fish
Gluski
Holt
Mazzarella
Menke
Plummer
Sylvester
SKILLS AND EXPERIENCE
Executive Leadership
Public Company
Board and
Governance
Strategic Planning
Operational
Excellence
Financial Expertise
and Capital Allocation
Human Capital
Management
Sustainability/
Environmental/
Renewable Energy
Digital / Information
Technology /
Cybersecurity
Risk Management
DEMOGRAPHICS
Gender
Male
Male
Male
Male
Female
Female
Male
Male
Female
Race/Ethnicity
White/
Caucasian
Black/
African
American
White/
Caucasian
Hispanic
White/
Caucasian
White/
Caucasian
White/
Caucasian
Black/
African
American
White/
Caucasian
Each director nominee’s identification of the top four
categories of skill and expertise through which they
contribute to the Board. This is not an indication that
any director nominee does not possess any particular
category of skill or expertise, but rather, a targeted
reflection of the key areas through which each director
nominee supports the effectiveness of the Board and
furthers the long-term success of the Company
Each director nominee’s identification of additional
categories of skill and expertise in which they have
substantial experience and in-depth knowledge
ELECTION OF DIRECTORS
2025 Proxy Statement |
17
Executive
Leadership
Public Company Board
and Governance
Strategic
Planning
Directors
who
hold
or
have
held
significant executive leadership positions
with large organizations provide unique
insights. These individuals have valuable
experience developing talent and solving
problems in large, complex organizations
and can capably and confidently advise
the Company’s senior leadership team on
a wide range of issues. These individuals
often possess extraordinary leadership
qualities and have the ability to identify
and develop these qualities in others.
Directors with a history of service on other
public company boards help our Board
function
effectively
by
drawing
on
knowledge of governance best practices.
These
individuals
bring
a
practical
understanding
of
organizations
and
processes
and
the
importance
of
management accountability, transparency,
and the protection of stockholder interests.
These individuals help our Board structure
and execute its independent oversight of
management.
Directors with experience developing and
driving the strategic direction and growth
of large organizations provide valuable
guidance
to
the
Company’s
senior
leadership team. These individuals have
expertise
in
areas
including
transformation, innovation and change
management. These individuals often also
have sophisticated experience in growth
through large corporate transactions,
including mergers & acquisitions.
Operational
Excellence
Financial Expertise and
Capital Allocation
Human Capital
Management
Directors with experience in a significant
operations role help the Company to
develop,
implement
and
assess
its
operating
plan
and
capital
plan
and
execute
on
commitments
to
cost
optimization and continuous improvement.
Individuals
with
extensive
operational
experience in heavily regulated industries,
including a focus on capital intensive and
labor
intensive
businesses
with
sophisticated logistics, transportation and
supply chain elements, provide valuable
insights
on
management’s
ability
to
operate effectively and efficiently.
Directors with a deep understanding of
finance and financial reporting lead our
Board’s
oversight
of
financial
performance and robust internal controls.
These
individuals
have
expertise
in
designing and implementing financing
and
capital
allocation
strategies,
evaluating
stockholder
returns
and
accessing
capital
markets.
These
individuals have knowledge of corporate
finance
and
accounting
standards
necessary for effective oversight of public
company financial reporting.
Directors
with
experience
in
human
capital management provide valuable
guidance in support of the Company’s
People First strategy. These individuals
understand the dynamics of attracting,
motivating, and retaining talented and
engaged employees. These individuals
have expertise in talent management,
succession
planning
and
creating
a
diverse and inclusive workplace that
prioritizes safety as a core value.
Sustainability/Environmental/
Renewable Energy
Digital/Information
Technology/ Cybersecurity
Risk
Management
Directors with experience overseeing
development,
implementation
and
assessment of sustainability strategies,
and risks and opportunities related to
sustainability
and
provision
of
environmental
services,
support
the
Company’s
ability
to
deliver
on
its
sustainability growth strategy, goals and
commitments.
These
individuals
understand the importance of linking
sustainability and renewable energy to
the creation of long-term stockholder
value,
while
also
operating
in
an
environmentally sound and responsible
manner.
These
individuals
also
understand the regulatory environment in
which the Company operates and the
connection of sustainability and corporate
responsibility to the Company’s long-
standing commitment to environmental
stewardship.
Directors with experience in digital and
information
technology
leadership
provide
valuable
perspectives
on
technology innovation, digital solutions,
innovative
business
models,
data
analytics,
e-commerce
applications,
marketing strategy and cyber risks. These
individuals are particularly engaged in
our Board’s oversight of the Company’s
comprehensive information security and
cybersecurity
programs.
These
individuals also bring knowledge of use of
technology to further the Company’s
strategy to enhance customer experience
and reduce costs and labor intensity
through automation.
Directors
that
have
participated
in
development,
implementation
and
evaluation
of
sophisticated
risk
management programs are critical in
helping
our
Board
fulfill
its
responsibilities
with
respect
to
risk
oversight
and
mitigation.
These
individuals have experience in effectively
identifying, prioritizing and managing a
broad
spectrum
of
complex
and
significant risks facing a large public
company.
ELECTION OF DIRECTORS
18 |
2025 Proxy Statement
THOMAS L. BENÉ
Age: 62
Director since:
March 2024
Board Committee:
Management
Development &
Compensation
POSITION AND BUSINESS EXPERIENCE
President and Chief Executive Officer — Breakthru Beverage Group, LLC (private beverage
wholesale distributor) since October 2021.
Former President and Chief Executive Officer — National Restaurant Association, served from
June 2020 to September 2021.
Former President and Chief Executive Officer — Sysco Corporation (multinational wholesale
restaurant distributor), served from 2018 to January 2020; also served as Executive Advisor from
February 2020 to March 2020.
Director of Sysco Corporation from 2018 to January 2020.
QUALIFICATIONS
Tom Bené has four decades of experience executing on strategic business priorities and delivering
financial growth for large companies. Since 2021, he has served as President and Chief Executive
Officer of Breakthru Beverage Group, where he is focused on leading the company through a
period of growth and expansion by driving new capabilities and innovation. Prior to his current
role, he held several operations and business leadership roles at Sysco Corporation, including
serving as President, Chief Executive Officer, and Chairman. Before joining Sysco in 2013, Mr. Bené
spent over 20 years at PepsiCo in numerous roles of increasing responsibility and scale.
Mr. Bené has a proven track record of driving growth and modernizing business models
throughout his career. Through his prior operations and management positions, Mr. Bené has
gained valuable insight and knowledge in the areas of leadership and management development,
corporate strategy development, merchandising, sales, marketing, revenue management, shared
services and distribution and supply chain management.
Mr. Bené shares his deep experience in logistics, as well as his focus on differentiation through
the use of technology and providing outstanding customer service, to further our Company’s
growth and optimization strategy. In addition, his dedication to employee development
complements the Company’s People First commitment.
Mr. Bené holds a bachelor of science degree in business administration from the University of
Kansas.
ELECTION OF DIRECTORS
2025 Proxy Statement |
19
BRUCE E. CHINN
Age: 68
Director since:
February 2023
Board Committee:
Audit
POSITION AND BUSINESS EXPERIENCE
Retired President and Chief Executive Officer — Chevron Phillips Chemical Company LLC, or
CPChem, (global petrochemical joint venture of Chevron USA Inc. and Philips 66 Company), served
from April 2021 to March 2024; has continued serving as Executive Advisor and Consultant to
CPChem since March 2024.
Director of CPChem from November 2020 to March 2024.
Also served as President, Chemicals for Chevron Corporation (multinational energy corporation)
from May 2020 to March 2021 and President, Chevron Oronite (global lubricant and fuel additives
business) for Chevron Corporation from 2018 to April 2020.
Director of Celanese Corporation since September 2024.
QUALIFICATIONS
Before his retirement in 2024 from the positions of President, Chief Executive Officer and a
Director of CPChem, Bruce Chinn focused on leading the company through a period of sustainable
growth. Mr. Chinn has over 40 years of experience driving operational, safety, and financial results.
Previously, he held several operations and business roles at Chevron Corporation, leading large,
diverse organizations. In these roles, Mr. Chinn focused on performance, partnership, and safety,
while striving for continued success in the business and community. Mr. Chinn began his career at
DuPont, where he held positions of increasing responsibility in manufacturing, technical,
commercial and business leadership at the U.S. and international level.
Mr. Chinn brings extensive knowledge of circular solutions and renewable energy that is aligned
with our Company’s strategic focus on making sustainability growth investments in our recycling
and renewable energy businesses. His operations leadership expertise bolsters our continued
efforts to drive operating efficiencies, enhance our safety culture and differentiate our service
offerings. Mr. Chinn’s broad and expansive dedication to operating excellence and developing
strong corporate culture provides valuable perspective to the Board, and his experience allows
him to share specific insight into focus areas such as renewable energy transition, environmental
regulation and compliance, international exposure and risk management.
Mr. Chinn serves on the American Institute of Chemical Engineers Foundation Board of Trustees,
and he serves as a board director for the Texas A&M University Association of Former Students.
Mr. Chinn holds a bachelor of science degree in chemical engineering from Texas A&M University.
ELECTION OF DIRECTORS
20 |
2025 Proxy Statement
JAMES C. FISH, JR.
Age: 62
Director since:
November 2016
POSITION AND BUSINESS EXPERIENCE
President, Chief Executive Officer and Director — Waste Management, Inc. since 2016.
Director of Caterpillar Inc. since March 2023.
QUALIFICATIONS
Jim Fish has served as our President and Chief Executive Officer and a Director since 2016. Over
more than 20 years, Mr. Fish has held several key positions in our Company, including President
and Chief Financial Officer; Senior Vice President — Eastern Group; Area Vice President for
Pennsylvania and West Virginia; Market Area General Manager for Massachusetts and Rhode
Island; Vice President of Price Management; and Director of Financial Planning and Analysis.
Before joining our Company, Mr. Fish held finance and revenue management positions at Westex,
a Yellow-Roadway subsidiary, Trans World Airlines, and America West Airlines. He began his
professional career at KPMG Peat Marwick.
Mr. Fish’s extensive leadership and operational experience, together with his tremendous
understanding of the environmental services industry, are instrumental to the development and
successful execution of our growth strategy to deliver stockholder value. Additionally, through his
professional and educational experience, Mr. Fish has developed valuable expertise in accounting,
external reporting, investor relations, human capital and performance management, and risk
management. Mr. Fish oversees our Digital organization, and participates directly in matters
related to cybersecurity and information security risk mitigation and response strategies.
As North America’s largest comprehensive environmental solutions provider, sustainability is
embedded in all aspects of our business. As our President and Chief Executive Officer, Mr. Fish
has a thorough understanding of the risks and opportunities presented in the areas of
sustainability and environmental protection. Mr. Fish is deeply involved in our efforts to mitigate
such risks and capitalize on such opportunities in order to deliver on our brand promise, ALWAYS
WORKING FOR A SUSTAINABLE TOMORROW®.
Mr. Fish also champions the importance of our people-first commitment and the necessity of
creating a culture that truly puts the needs of WM employees first. As part of that people-first
culture, Mr. Fish has been actively involved in developing initiatives to promote diversity and
inclusion throughout the Company’s population of more than 60,000 employees.
Mr. Fish earned a bachelor’s degree in accounting from Arizona State University and a master’s
degree in business administration, with emphasis on finance, from the University of Chicago. In
addition to the public company board service listed above, Mr. Fish currently serves on the board
of the Greater Houston Partnership.
ELECTION OF DIRECTORS
2025 Proxy Statement |
21
ANDRÉS R. GLUSKI
Age: 67
Director since:
January 2015
Board
Committees:
Audit and
Management
Development &
Compensation
(Chair)
POSITION AND BUSINESS EXPERIENCE
President, Chief Executive Officer and Director — The AES Corporation (global energy company)
since 2011.
QUALIFICATIONS
Andrés Gluski has served as President, Chief Executive Officer and a Director of The AES
Corporation, a Fortune 500 global energy company, since 2011. Mr. Gluski began his tenure at
AES in 2000 and previously served as Executive Vice President and Chief Operating Officer. Under
his leadership, AES has become a leader in implementing clean technologies, including energy
storage and renewable power. Through his professional experience, Mr. Gluski has extensive
knowledge with respect to evaluating renewable energy strategies, and he has developed
expertise in considering and evaluating climate-related risks and opportunities, which is directly
applicable to our business and our sustainability growth strategy. Mr. Gluski also has experience
in the development of sustainability and corporate social responsibility goals, as well as oversight
of compliance programs.
Prior to joining AES, Mr. Gluski served in a broad range of roles in the public and private sectors,
including working as Executive Vice President of Corporate and Investment Banking in Grupo
Santander. Mr. Gluski served as a member of the President’s Export Council from 2013 to 2016
and served as an expert witness at U.S. Congressional hearings on the subject of energy policy. He
currently serves as Chairman of Council of the Americas and co-chair of the World Economic
Forum’s Electricity Industry community.
Mr. Gluski has also focused on shaping an innovative workplace at AES with a diverse and inclusive
culture throughout the world. These efforts have given Mr. Gluski valuable expertise in the areas
of human capital management, diversity and inclusion that he utilizes in his role as Chair of the
Management Development & Compensation Committee of the Board. Mr. Gluski has been named
amongst the 100 Most Influential Latinos by Latino Leaders Magazine.
The depth and breadth of Mr. Gluski’s international business and finance background, and
experience in managing growth opportunities while focusing on operational innovation, allow him
to provide invaluable risk management, government affairs, public policy, public relations,
communications and investor relations insight in his role as a member of the Board.
Mr. Gluski holds a bachelor’s degree from Wake Forest University, as well as a master’s degree
and a PhD in economics from the University of Virginia.
ELECTION OF DIRECTORS
22 |
2025 Proxy Statement
VICTORIA M. HOLT
Age: 67
Director since:
January 2013
Board
Committees:
Audit and
Nominating &
Governance (Chair)
POSITION AND BUSINESS EXPERIENCE
Retired President and Chief Executive Officer — Proto Labs, Inc. (online and technology-enabled
quick-turn manufacturer), served from 2014 to March 2021; also served as Director from
2014 – May 2021.
Director of Piper Sandler Companies since September 2019.
Director of A. O. Smith Corp. since April 2021.
QUALIFICATIONS
Victoria Holt joined Proto Labs, Inc. as President, Chief Executive Officer and a Director in 2014,
retiring in 2021. With manufacturing facilities in five countries, Proto Labs is a leading e-commerce
technology enabled digital manufacturer of custom prototypes and on-demand product parts.
Ms. Holt began her career at Monsanto Company, where she held various assignments of
increasing responsibility before moving to Solutia, Inc., a divestiture of the Monsanto Company’s
chemical business, as Vice President and General Manager Performance Films. Ms. Holt later
held various roles with PPG Industries, Inc., a leading coatings and specialty products company,
including Senior Vice President of Glass and Fiber Glass. Ms. Holt then served as President and
Chief Executive Officer of Spartech Corporation, a leading provider of plastic sheet, compounds
and packaging products, until its sale to PolyOne in 2013.
Ms. Holt has a diverse international business background serving a wide spectrum of customers
looking for sustainable solutions across diverse end markets including plastics, materials,
automotive, medical, aerospace, consumer and general industrial. Ms. Holt brings passion and
extensive experience in the areas of sustainable innovation, environmental solutions, plastics
operations and management and recycling to the Board. Ms. Holt’s proven success leading large
global companies across a broad range of manufacturing, chemical and materials industries has
demonstrated her deep understanding of risk management, operations, strategic planning and
performance measurement. Ms. Holt provides tremendous insight into the areas of continuous
improvement, use of data analytics, e-commerce, digitally connected operations and execution of
our technology-led, sustainability-linked strategy to grow our business and mitigate climate risks.
Ms. Holt has developed expertise in corporate governance as a member of the public company
boards listed above, in addition to experience serving on private company boards, and she shares
this expertise with the Company’s Board in her position as Chair of the Nominating and Governance
Committee.
Ms. Holt holds a bachelor’s degree in chemistry from Duke University and a master’s degree in
business administration from Pace University. Ms. Holt has completed the National Association of
Corporate Directors (NACD) Cyber Risk Oversight Program and earned the CERT Certificate in
Cybersecurity Oversight.
ELECTION OF DIRECTORS
2025 Proxy Statement |
23
KATHLEEN M. MAZZARELLA
Age: 65
Director since:
October 2015
Chair of the
Board since:
May 2023
Board
Committees:
Audit, Management
Development &
Compensation and
Nominating &
Governance
POSITION AND BUSINESS EXPERIENCE
Chairman, President and Chief Executive Officer — Graybar Electric Company, Inc. (distributor of
electrical, communications and data networking products and provider of related supply chain
management and logistics services) since 2013.
Director of Cigna Corporation since 2018.
Director of Core & Main since January 2019.
QUALIFICATIONS
Kathleen Mazzarella has served as President and Chief Executive Officer of Graybar Electric
Company, Inc. since 2012, and as Chairman since 2013. During her more than 40-year tenure at
Graybar, Ms. Mazzarella has held numerous executive-level positions in operations, sales, human
resources, strategic planning and marketing, including Executive Vice President and Chief
Operating
Officer,
Senior
Vice
President — Sales
and
Marketing
and
Senior
Vice
President — Human Resources and Strategic Planning.
Ms. Mazzarella has been instrumental in developing and communicating Graybar’s commitment
to sustainability initiatives. Graybar focuses on sustainability in the way it operates and in the
innovative solutions it provides to its customers. The company offers energy-saving products,
renewable energy solutions and supply chain services that support sustainable construction,
renovation and maintenance of infrastructure and facilities. The company also invests in the
communities it serves and emphasizes integrity, inclusion and opportunity for all employees.
Ms. Mazzarella brings her deep and valuable experience leading a diverse range of business
functions necessary for an employee-driven, customer-focused business, similar to our Company.
Through her role as Chief Executive Officer and her service on the board of directors and key
committees for other public companies, she has developed expertise in the evolving social and
corporate governance landscape. In addition to her experience overseeing financial reporting and
controls, technology systems and platforms, and other functional and operational areas, she has
particular experience in the area of human capital management, including succession planning,
diversity and inclusion initiatives, and oversight of corporate culture. Ms. Mazzarella also brings
expertise in labor relations, public policy, operational innovation and strategic planning.
Ms. Mazzarella holds an associate degree in telecommunications engineering, a bachelor’s degree
in applied behavioral sciences from National Louis University, and a master’s degree in business
administration from Webster University.
In addition to the public company boards listed above, Ms. Mazzarella also serves on the board of
the National Association of Wholesaler-Distributors (NAW) and previously served on the board of
the NAW Institute for Distribution Excellence. Ms. Mazzarella previously served as Chairman of
the Federal Reserve Bank of St. Louis, and she has experience serving on various organizational
and charitable boards including the United Way of Greater St. Louis and the executive committee
of Greater St. Louis, Inc.
ELECTION OF DIRECTORS
24 |
2025 Proxy Statement
SEAN E. MENKE
Age: 56
Director since:
March 2021
Board
Committees:
Audit and
Nominating &
Governance
POSITION AND BUSINESS EXPERIENCE
Former Chief Executive Officer of Sabre Corporation (software and technology solutions provider
to the travel industry) from 2016 to April 2023 and former President of Sabre Corporation from
2016 to December 2021.
Executive Chairman of the Board of Sabre Corporation from April 2022 to April 2024; Director of
Sabre Corporation from 2016 to April 2024.
Director of JetBlue Airways Corp. since September 2024.
QUALIFICATIONS
Having recently served as Chief Executive Officer and Chair of the Board of Directors of Sabre
Corporation, Sean Menke has experience heading a global network of development, sales,
operations and corporate functions. In 2015, Mr. Menke joined Sabre as president of Sabre Travel
Network, Sabre’s largest line of business. Under Mr. Menke’s leadership, Sabre won major new
business opportunities, increased global market share, secured Sabre’s position as the leading
global distribution system in North America, Latin America and Asia-Pacific, and led innovation to
enable sales of more customized fares and ancillary products that help drive the changing travel
industry landscape.
Before joining Sabre, Mr. Menke spent more than 20 years in executive leadership roles in the
airline industry. He served as Chief Executive Officer at Frontier Airlines and at Pinnacle Airlines,
and he held senior level marketing, operations, customer experience, strategy, planning, sales,
distribution and revenue management roles, including with Air Canada and Hawaiian Airlines. He
also served as Executive Vice President at IHS Inc., a global information technology company.
Mr. Menke is a proven transformation leader, and uses his extensive experience in technology and
transportation operations to bring together strategy and data to address complex issues as a
member of the Board. His expertise in logistics and commitment to delivering efficient, customer-
focused innovation through imaginative technology-led solutions helps advance our strategy to
differentiate our services.
Mr. Menke has extensive executive experience in technology-driven companies. He is aware of the
importance and challenges of cybersecurity and privacy issues, and he has experience overseeing
risk mitigation and implementing systems to protect major corporations. Mr. Menke shares with
the Board his experience in the areas of cyber intrusion response planning and remediation.
Mr. Menke holds a bachelor’s degree in economics and aviation management from Ohio State
University and a master’s degree in business administration from the University of Denver.
ELECTION OF DIRECTORS
2025 Proxy Statement |
25
WILLIAM B. PLUMMER
Age: 66
Director since:
August 2019
Board
Committees:
Audit (Chair) and
Management
Development &
Compensation
POSITION AND BUSINESS EXPERIENCE
Retired Executive Vice President and Chief Financial Officer — United Rentals, Inc. (world’s largest
equipment rental company), served from 2008 to 2018.
Director of Global Payments Inc. since 2017.
Director of Mason Industrial Technology, Inc. from February 2021 to February 2023.
Director of Nesco Holdings, Inc. from July 2019 to March 2021.
QUALIFICATIONS
William Plummer served as Executive Vice President and Chief Financial Officer for United Rentals,
Inc., where he was responsible for the development of the company’s finance activities and
investor relations, and he co-led its mergers, acquisitions and divestitures strategies. He also led
the company’s safety function and its data and analytics efforts. Mr. Plummer was instrumental in
helping the company execute a strategy focused on improving the profitability of its core
equipment rental business through revenue growth, margin expansion, operational efficiencies
and acquisitions.
Mr. Plummer brought more than two decades of financial leadership experience when he joined
United Rentals, having served in a several executive roles, including as Executive Vice President
and Chief Financial Officer of Dow Jones & Company, Inc., where he set policy for its global finance
and corporate strategy functions. Prior to Dow Jones, Mr. Plummer was Vice President and
Treasurer of Alcoa Inc., where he was responsible for global treasury policy and capital markets
transactions. Mr. Plummer also held several executive positions at Mead Corporation, including
President of its Gilbert Paper division, Vice President of Corporate Strategy and Planning, and
Treasurer.
Mr. Plummer brings extensive accounting, audit, internal control, and risk management
experience to the Board and as Chair of the Audit Committee. In particular, he has first-hand
experience developing, enhancing and overseeing risk management programs at large public
companies, including identification and oversight of risks related to human capital, climate,
cybersecurity and information technology. He provides insight based on his broad and substantial
background in finance, logistics, operational improvement, mergers and acquisitions and capital
markets transactions. He also brings valuable experience executing a customer-focused strategy,
driving organic revenue growth and improving free cash flow. Mr. Plummer is deeply engaged in
advancing and overseeing results from our Company’s people-first strategic focus and diversity
and inclusion initiatives.
Mr. Plummer holds bachelor’s and master’s degrees in aeronautics and astronautics from
Massachusetts Institute of Technology and a master’s degree in business administration from
Stanford University.
ELECTION OF DIRECTORS
26 |
2025 Proxy Statement
MARYROSE T. SYLVESTER
Age: 59
Director since:
March 2021
Board
Committees:
Management
Development &
Compensation and
Nominating &
Governance
POSITION AND BUSINESS EXPERIENCE
Retired U.S. Managing Director and U.S. Head of Electrification — ABB Ltd. (global technology
company focused on electrification, robotics, power and automation), served from August 2019 to
August 2020.
Former President and Chief Executive Officer — Current, powered by GE (energy services and
information technology subsidiary of General Electric subsequently acquired by private equity
investors), served from 2015 to June 2019.
Director of Harley-Davidson, Inc. since 2016.
Director of Vontier Corporation since March 2021.
Director of Flex Ltd. since September 2022.
QUALIFICATIONS
As U.S. Managing Director and U.S. Head of Electrification for ABB Ltd., Maryrose Sylvester was
responsible for ABB’s largest geographical market and the implementation of operational
innovations. Ms. Sylvester also championed the company’s diversity and inclusion efforts and
accelerated ABB’s Encompass Diversity program.
Prior to joining ABB Ltd., Ms. Sylvester spent more than 30 years at General Electric, where she
held a number of leadership roles, including serving as President and Chief Executive Officer of
each of GE Lighting, GE Intelligent Platforms, which focused on industrial automation, and GE
Current, a digital power service business that delivers integrated energy systems. Ms. Sylvester
was instrumental in launching the GE Women’s Network.
Ms. Sylvester is a strategic, growth-oriented leader with a focus on the areas of technology,
innovation and automation. Through her prior experience, Ms. Sylvester has developed expertise
in delivering technology-enabled and energy-efficient sustainable solutions. Ms. Sylvester
provides experience and extensive knowledge of product development, marketing, technology
and supply chain strategy to the Board. Ms. Sylvester has in-depth expertise in the area of
improving energy efficiency in response to climate risk. Ms. Sylvester also shares insight from
her prior experience to inform our strategy to improve processes and drive efficiency through
automation. Ms. Sylvester is passionate about advancing diversity and inclusion and has expertise
developing and driving such initiatives in the workplace. Ms. Sylvester also brings valuable
governance experience from her service on the public company boards listed above.
She holds a bachelor’s degree in procurement and production management from Bowling Green
State University and a master’s degree in business administration from Cleveland State University.
FOR
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION
OF EACH OF THE NINE DIRECTOR NOMINEES.
ELECTION OF DIRECTORS
2025 Proxy Statement |
27
DIRECTOR AND OFFICER STOCK OWNERSHIP
Our Board of Directors has adopted stock ownership guidelines for our non-employee directors based on the
recommendation of the MD&C Committee, as described in the Non-Employee Director Compensation discussion. Our
executive officers, including Mr. Fish, are also subject to stock ownership guidelines, as described in the Compensation
Discussion and Analysis.
The Security Ownership of Management table below shows the number of shares of Common Stock each director and
each executive officer named in the Summary Compensation Table beneficially owned as of March 18, 2025, as well as
the number owned by all directors and executive officers as a group. These individuals, both individually and in the
aggregate, own less than 1% of our outstanding shares as of the record date.
SECURITY OWNERSHIP OF MANAGEMENT
Name
Shares of Common
Stock Owned(1)
Shares of Common
Stock Covered by
Exercisable Options(2)
Thomas L. Bené(3)
1,430
—
Bruce E. Chinn(4)
2,172
—
Andrés R. Gluski
16,826
—
Victoria M. Holt(5)
22,324
—
Kathleen M. Mazzarella(6)
15,899
—
Sean E. Menke
4,618
—
William B. Plummer(7)
6,843
—
Maryrose T. Sylvester
4,308
—
James C. Fish, Jr.(8)
320,342
115,734
Devina A. Rankin
62,639
102,367
John J. Morris, Jr.
87,663
62,907
Tara J. Hemmer
53,663
82,551
Rafael E. Carrasco
16,398
48,992
All directors and executive officers as a group (20 persons)(9)
741,463
649,317
(1)
The table reports beneficial ownership in accordance with Rule 13d-3 under the Exchange Act. The amounts reported
above include 4,278 stock equivalents attributed to Mr. Fish and 2,406 stock equivalents attributed to Mr. Morris,
based on their holdings in the Company’s 401(k) Retirement Savings Plan stock fund. The amounts reported above
also include 94,844 shares of Common Stock deferred by Mr. Fish. Deferred shares were earned on account of
vested equity awards and pay out in shares of Common Stock after the executive’s departure from the Company
pursuant to the Company’s 409A Deferral Savings Plan (“409A Deferral Plan”).
Executive officers may choose a Waste Management stock fund as an investment option for deferred cash
compensation under the Company’s 409A Deferral Plan. Interests in the fund are considered phantom stock because
they are equal in value to shares of our Common Stock, but these amounts are not invested in stock or funds.
Phantom stock is not included in the table above, but it represents an investment risk based on the performance of
our Common Stock. Mr. Morris has 2,612 phantom stock equivalents under the 409A Deferral Plan.
(2)
Includes the number of options currently exercisable and options that will become exercisable within 60 days of the
record date.
(3)
Shares are held by the Thomas L. Bené and Susannah Harkins Bené Revocable Trust, for which Mr. Bené and his
wife serve as trustees.
(4)
Shares are held by the Chinn Family Trust, for which Mr. Chinn and his wife serve as trustees.
(5)
Shares are held by the Victoria M. Holt Trust, for which Ms. Holt and her husband serve as trustees.
28 |
2025 Proxy Statement
(6)
Shares are held by the Mazzarella Living Trust, for which Ms. Mazzarella and her husband serve as trustees.
(7)
Of this total, 2,474 shares are held by TPO Collectibles LLC, an entity wholly-owned and controlled by Mr. Plummer
and his wife.
(8)
Includes 95,977 shares held in trusts for the benefit of Mr. Fish’s children.
(9)
Included in the “All directors and executive officers as a group” are 13,912 stock equivalents attributable to the
executive officers’ collective holdings in the Company’s 401(k) Retirement Savings Plan stock fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below shows information for persons known to us to beneficially own more than 5% of our Common Stock
based on their filings with the SEC through March 18, 2025.
Shares Beneficially
Owned
Name and Address
Number
Percent(1)
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
36,159,856(2)
9.0%
Melinda French Gates; William H. Gates III
500 Fifth Avenue North
Seattle, WA 98109
Bill & Melinda Gates Foundation Trust
2365 Carillon Point
Kirkland, WA 98033
35,238,154(3)
8.8%
BlackRock, Inc.
50 Hudson Yards
New York, NY 10001
28,665,838(4)
7.1%
(1)
Percentage is calculated based on 402,332,424 shares of Common Stock outstanding as of March 18, 2025.
(2)
This information is based on a Schedule 13G/A filed with the SEC on February 13, 2024, which is the most recent
Schedule 13G filed by the investor with respect to ownership of our Common Stock. The Vanguard Group reports
that it has shared voting power over 521,224 shares of Common Stock, shared dispositive power over 1,655,291
shares of Common Stock and sole dispositive power over 34,504,565 shares of Common Stock beneficially owned.
(3)
This information is based on a Schedule 13G/A filed with the SEC on February 10, 2023, which is the most recent
Schedule 13G filed by the investor with respect to ownership of our Common Stock. Ms. Gates, Mr. Gates and the
Bill & Melinda Gates Foundation Trust each report shared voting and dispositive power over 35,234,344 shares of
Common Stock beneficially owned. Ms. Gates also reports sole voting and dispositive power of 3,810 additional
shares of Common Stock beneficially owned.
(4)
This information is based on a Schedule 13G/A filed with the SEC on January 26, 2024, which is the most recent
Schedule 13G filed by the investor with respect to ownership of our Common Stock. BlackRock, Inc. reports that it
has sole voting power over 25,826,390 shares of Common Stock and sole dispositive power over 28,665,838 shares
of Common Stock beneficially owned.
DIRECTOR AND OFFICER STOCK OWNERSHIP
2025 Proxy Statement |
29
EXECUTIVE OFFICERS
The following is a listing of our current executive officers, their ages and their business experience for the past five years
(other than Mr. Fish, whose age, experience and qualifications are included in the director nominees section of this Proxy
Statement). All prior positions listed below were with our Company.
Name
Age
Positions Held and Business Experience for Past Five Years
Charles C. Boettcher
51
• Executive Vice President and Chief Legal officer since July 2024.
• Executive Vice President, Corporate Development and Chief Legal Officer from
2020 to July 2024.
Rafael E. Carrasco
53
• Senior Vice President — Enterprise Strategy and President — WM Healthcare
Solutions since November 2024.
• Senior Vice President — Enterprise Strategy from September 2023 to
November 2024.
• Senior Vice President — Operations from July 2021 to September 2023.
• Area Vice President — Greater Mid-Atlantic Area from 2017 to June 2021.
John A. Carroll
52
• Vice President and Chief Accounting Officer since March 2023.
• Vice President, Internal Audit and Controls from 2018 to March 2023.
Christopher P. DeSantis
61
• Senior Vice President — Operations since October 2023
• Area Vice President — New England from 2009 to October 2023.
Tara J. Hemmer
52
• Senior Vice President and Chief Sustainability Officer since July 2021.
• Senior Vice President — Operations from 2019 to June 2021.
John J. Morris, Jr.
55
• Executive Vice President and Chief Operating Officer since 2019.
Devina A. Rankin
49
• Executive Vice President and Chief Financial Officer since 2020.
• Senior Vice President and Chief Financial Officer from 2017 to 2020.
Donald J. Smith
58
• Senior Vice President — Operations since January 2023.
• Area Vice President — Texas & Oklahoma Area from 2012 to December 2022.
Kimberly G. Stith
59
• Senior
Vice
President
and
Chief
Human
Resources
Officer
since
September 2024.
• Vice President, General Counsel — Employment & Benefits from 2012 to
September 2024.
Johnson Varkey
53
• Senior Vice President and Chief Information Officer since January 2024.
• Vice
President
and
Chief
Information
Officer
from
March
2023
to
December 2023.
• Vice President — Enterprise Digital Services from 2019 to March 2023.
Michael J. Watson
55
• Senior Vice President and Chief Customer Officer since 2018.
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2025 Proxy Statement
EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
The Company’s Compensation Discussion and Analysis provides information about the Company’s executive
compensation philosophy and the components of its compensation programs. This includes information about how
compensation of the Company’s named executive officers for the fiscal year ended December 31, 2024 aligned with the
Company’s 2024 financial goals and performance. The Compensation Discussion and Analysis helps readers better
understand the information found in the Summary Compensation Table and other accompanying tables included in this
Proxy Statement.
This Compensation Discussion and Analysis focuses on our executive pay program as it relates to the following executive
officers during 2024, whom we refer to as the “named executive officers” or “named executives”:
• Mr. James C. Fish, Jr. — President and Chief Executive Officer since November 2016.
• Ms. Devina A. Rankin — Executive Vice President and Chief Financial Officer since February 2020.
• Mr. John J. Morris, Jr. — Executive Vice President and Chief Operating Officer since January 2019.
• Ms. Tara J. Hemmer — Senior Vice President and Chief Sustainability Officer since July 2021.
• Mr. Rafael E. Carrasco — Senior Vice President — Enterprise Strategy since September 2023, and President — WM
Healthcare Solutions since November 2024.
For additional information about the named executives’ background and prior experience with the Company, see
“Executive Officers” above.
Executive Summary
The objective of our executive compensation program is to attract, retain, reward and incentivize talented employees
who will lead the Company in the successful execution of our strategy. The Company seeks to accomplish this goal by
designing a compensation program that is supportive of and aligns with the strategy of the Company and the creation of
stockholder value, while discouraging excessive risk-taking.
We have enabled a people-first, technology-led focus to deliver on our brand promise, ALWAYS WORKING FOR A
SUSTAINABLE TOMORROW®. Our strategy leverages and sustains the strongest asset network in the industry to drive
best in class customer experience and growth. As North America’s leading provider of comprehensive waste
management environmental services, sustainability and environmental stewardship are embedded in all that we do. As
a result, we believe that positive financial results, including the results for the performance measures on which our
executives are compensated, are naturally aligned with the successful execution of our goals to put our people first and
position them to serve and care for our customers, the environment, the communities in which we work and our
stockholders. We believe our Company would not be successful, on financial performance measures or otherwise, without
our industry-leading focus on sustainability.
The following key structural elements and policies further the objective of our executive compensation program:
• a substantial majority of executive compensation is linked to Company performance, through annual cash
incentive performance criteria and long-term equity-based incentive awards. As a result, our executive
compensation program provides for notably higher total compensation in periods of above-target Company
performance, as we saw with respect to equity awards with a three-year performance period ended 2024 and the
2024 annual cash incentive award;
• at target, 72% of total compensation of our President and Chief Executive Officer was tied to long-term equity
awards, and 61% of total compensation of our other named executives, on average, was tied to long-term equity
awards, which aligns executives’ interests with those of stockholders;
2025 Proxy Statement |
31
• our total direct compensation opportunities for named executive officers are targeted to fall in a range around the
competitive median;
• performance-based awards include threshold, target and maximum payouts correlating to a range of
performance outcomes and are based on a variety of indicators of performance, which limits risk-taking behavior;
• performance stock units with a three-year performance period, as well as stock options that vest over a three-year
period, link executives’ interests with long-term performance and reduce incentives to maximize performance in
any one year at the expense of future years;
• all of our executive officers are subject to stock ownership guidelines, which we believe demonstrates a
commitment to, and confidence in, the Company’s long-term prospects;
• in addition to adoption of the executive compensation clawback policy mandated by the New York Stock Exchange
in 2023, the Company has clawback provisions in its equity award agreements and executive officer employment
agreements, and has adopted a clawback policy applicable to annual incentive compensation, designed to recoup
compensation when cause and/or misconduct are found;
• our executive officer severance policy implemented a limitation on the amount of benefits the Company may
provide to its executive officers under severance agreements (the “Severance Limitation Policy”); and
• the Company has adopted a policy that prohibits it from entering into agreements with executive officers that
provide for certain death benefits or tax gross-up payments.
2024 Compensation Program Results and Company Performance
During 2024, we continued to focus on our priorities to advance our strategy — enhancing employee engagement,
reducing our cost to serve through the use of technology and automation, and investing in growth through acquisitions
and our recycling processing and sales and renewable energy businesses. We invested approximately $8 billion, with
$7.5 billion funded in cash and $500 million as the assumption of debt, on acquisitions in 2024, including completion of
our acquisition of Stericycle in early November. We remain diligent in offering competitive and differentiated services
that meet the needs of our customers, and we are focused on driving operating efficiencies and reducing discretionary
spend. We continue to invest in our people by paying a competitive market wage, investing in our digital platform and
providing training for our team members. We also continue to make investments in automation and optimization to
enhance our operational efficiency and improve labor productivity for all lines of business. This strategic focus, combined
with strong operational execution, resulted in increased revenue, income from operations and income from operations
margin in 2024 when compared to the prior year. During 2024, the Company allocated $3.231 billion of available cash to
capital expenditures. We also allocated $1.472 billion of available cash to our stockholders during 2024 through dividends
and Common Stock repurchases.
Following is a summary of the 2024 compensation program results. Incentive compensation measures presented in this
proxy statement are defined differently than corresponding measures reported in the Company’s quarterly earnings
press release. See Appendix A for additional information and reconciliations of non-GAAP measures to the most
comparable GAAP measures.
Total Shareholder Return
With respect to the half of the performance share units (“PSUs”) granted in 2022 with a three-year performance period
ended December 31, 2024 that was subject to total shareholder return relative to the S&P 500 (“TSR PSUs”), the
performance of the Company’s Common Stock on this measure translated into a percentile rank relative to the S&P 500
of 66.80%, resulting in a 167.22% payout on these PSUs in shares of Common Stock. This performance directly benefited
our stockholders, delivering total shareholder return of 35.73% over the three-year performance period.
Cash Flow Generation
The Company generated net cash flow from operating activities, less capital expenditures, for purposes of the
performance goal associated with the other half of our PSUs (“Cash Flow PSUs”) granted in 2022, of $6.847 billion,
exceeding the target performance level of $6.634 billion for the three-year performance period ended December 31,
EXECUTIVE COMPENSATION
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2025 Proxy Statement
2024. This performance resulted in a 135.56% payout on these PSUs in shares of Common Stock. The three-year cash
flow targets established in 2022 were lower compared to the prior year, as they were reflective of intentional increases
in capital spending that were publicly announced in the first quarter of 2022 to accelerate our sustainability growth
strategy. The Company subsequently announced additional increases in capital spending commitments to further expand
and accelerate our sustainability growth strategy that includes significant previous and on-going investments in our
renewable energy and recycling processing and sales businesses. Accordingly, as discussed in last year’s 2024
Compensation Program Preview, the performance results for the Cash Flow PSUs granted in 2022 exclude the impact of
$700 million of aggregate incremental sustainability growth investments in 2022, 2023 and 2024 that were not
contemplated at the time this performance measure was established but were subsequently approved by our Board in
furtherance of the Company’s strategy. The incremental benefits from these strategic investments that were not
contemplated at the time the performance measure was established did not materially impact the calculated results for
executive compensation performance measures in 2024. Additionally, the calculation of performance on the cash flow
measure excludes the benefits of investment tax credits that were not contemplated at the time this performance
measure was established, the two months of post-closing contributions from the acquired Stericycle business, and
transaction and integration costs related to the Stericycle acquisition. See “Named Executives’ 2024 Compensation
Program and Results — Long-Term Equity Incentives — Payout on PSUs for the Performance Period Ended December 31,
2024” below and Appendix A for additional information about the calculation of these results. The robust cash flow
generation of our business over the three-year performance period has allowed the Company to fulfill its priorities of
investing in and growing the business, funding acquisitions with strong returns, and returning available cash to
stockholders through dividend growth and Common Stock repurchases.
Annual Cash Incentive Performance Measures
Company performance on annual cash incentive performance measures for named executive officers is set forth below.
For additional information about the definition and calculation of these performance measures, see “Named Executives’
2024 Compensation Program and Results — Annual Cash Incentive” below and Appendix A. Based on these financial
results, the named executives earned an annual cash incentive payment for 2024 equal to 133.08% of target, before
application of the sustainability modifier and the individual performance modifier.
Operating EBITDA (generally defined as the Company’s income from operations, excluding depreciation, depletion
and amortization, “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net”
reported in our Annual Report on Form 10-K, and also excluding the impacts of our recycling brokerage
business) — $6.472 billion, yielding a payout of 140.51%
Income from Operations Margin (generally defined as the Company’s income from operations, excluding
“Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” reported in our
Annual Report on Form 10-K, as a percentage of revenue, also excluding the impacts of our recycling brokerage
business from both income from operations and revenue) — 20.50%, yielding a payout of 180.71%
Internal Revenue Growth (defined as internal revenue growth from yield, plus internal revenue growth from volume,
at the consolidated level for the collection and disposal business) — 4.57%, yielding a payout of 70.58%.
Sustainability Modifier to Annual Cash Incentive Awards
Since 2023, the MD&C Committee has incorporated a sustainability modifier into the annual cash incentive program. As
a result, annual cash incentive payouts to executive officers for 2024 were eligible to be increased, or decreased, up to
10% depending on achievement calculated using a sustainability scorecard, an increase from the 5% weighting of the
sustainability modifier in 2023. The 2024 sustainability scorecard contained quantifiable performance measures in the
areas of safety; employee engagement; circularity and climate. As discussed further below under “Named Executives’
2024 Compensation Program and Results — Annual Cash Incentive,” the Company earned sufficient points on the
sustainability scorecard to correlate to a 3% increase to the annual cash incentive payment for 2024 otherwise earned.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
33
2024 Actual Performance and Compensation Payouts
$6.472B Actual
$6.352B Target
(50% weight)
20.50% Actual
19.70% Target
(25% weight)
4.57% Actual
5.60% Target
(25% weight)
Combined Results:
(Financial
Performance
Payout of 133.08%,
Sustainability
Modifier of +3%)
Combined
Results
66.8th Percentile
Actual
50th Percentile
Target
(50% weight)
$6.847B Actual
$6.634B Target
(50% weight)
Maximum
Target
Threshold
140.51%
Operating EBITDA
180.71%
Income from
Operations
Margin
70.58%
Internal
Revenue
Growth
137.07%
Annual Cash
Incentive
Award Payout
167.22%
135.56%
Relative TSR
(S&P 500)
Cash Flow
Generation
151.39%
PSU Award
Payout
Annual Cash Incentive
Long-Term Performance Share Units
In 2024, each of the executive compensation incentive awards continued to demonstrate strong alignment between
executive pay and Company performance. The payouts on the PSUs granted in 2022 correlate with outstanding cash flow
generation and total shareholder return over the three-year performance period. Additionally, the above-target combined
results on our annual cash incentive performance measures are reflective of another year of strong business growth
and overall financial performance. The Company’s incentive compensation results evidence that our executives have
taken the right actions to deliver on operational, strategic and financial priorities in the face of broader macroeconomic
pressures, including inflation, supply chain disruption, labor market constraints, rising interest rates and commodity
price volatility. Management continues to successfully develop and advance strategic initiatives to grow our business
while driving efficiencies. As a result, both stockholders and executives were rewarded by above-target results on
executive compensation financial performance measures in 2024, coupled with positive results on the sustainability
scorecard.
Consideration of Stockholder Advisory Vote
When establishing 2024 compensation for the named executives, the MD&C Committee noted the results of the 2023
advisory stockholder vote on executive compensation, with approximately 94% of shares present and entitled to vote at
the annual meeting voting in favor of the Company’s executive compensation. Accordingly, the results of the stockholder
advisory vote did not cause the MD&C Committee to make any changes to executive compensation practices for 2024,
although the MD&C Committee does consider feedback received by the Company through stockholder engagement
throughout the year.
2025 Compensation Program Preview
The MD&C Committee continually reviews our compensation program to ensure it is clearly aligned with the business
strategy and best supports the accomplishment of our goals. The MD&C Committee also believes that consistency in
program design reinforces its efforts to maintain a compensation program that is straightforward, easy to communicate
and readily translates into actionable goals. The MD&C Committee’s choice of long-term performance measures and
respective weighting has been consistent since 2016, and the MD&C Committee is pleased with the financial results and
stockholder value that has been generated. Accordingly, the MD&C Committee has approved keeping the 2025 long-term
incentive program design for executive officers, comprised of stock options and PSUs, consistent with prior years.
EXECUTIVE COMPENSATION
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2025 Proxy Statement
With respect to the Cash Flow PSUs granted in 2023 with a performance period ended December 31, 2025, the MD&C
Committee anticipates that it will be appropriate to calculate the cash flow generation performance results consistent
with the 2024 Cash Flow PSU Definition discussed below, which was updated last year to proactively address
considerations related to the Company’s growth through strategic investments and acquisitions. The 2024 Cash Flow
PSU Definition excludes impacts from discrete growth capital investment projects made to support the long-term organic
growth of the business that were not planned for when the performance measures were established and impacts and
costs from the acquisition of Stericycle, which also were not contemplated when the performance measures were
established. The MD&C Committee believes that these exclusions are supportive of positive actions by management to
advance sustainable growth.
The MD&C Committee has approved an annual cash incentive program for 2025 with the same performance measures
and weighting as the 2024 annual cash incentive program, except that the Income from Operations Margin performance
measure has been replaced with an income from operations excluding depreciation and amortization margin
performance measure, maintaining its 25% weighting. This temporary change in the performance measure is primarily
a response to our acquisition of Stericycle, consistent with actions we took after our 2020 acquisition of Advanced
Disposal, Inc. (“Advanced Disposal”), and is intended to encourage responsible, high margin revenue growth and cost
management, while removing variability that may be caused by Stericycle purchase price accounting.
The MD&C Committee has also approved continued use of a sustainability modifier applicable to this program. Annual
cash incentive payouts to executive officers for 2025 may be increased, or decreased, up to 10% depending on
achievement calculated using the 2025 sustainability scorecard. The 2025 sustainability scorecard contains quantifiable
performance measures in the areas of safety; employee engagement; circularity and climate. The MD&C Committee
believes that these performance measures align with the Company’s commitments and values, sustainability growth
strategy and 2030 goals presented in the Company’s Sustainability Report.
Our Compensation Philosophy for Named Executive Officers
The Company’s compensation philosophy is designed to:
• Attract and retain exceptional employees through competitive compensation opportunities;
• Encourage and reward performance through substantial at-risk performance-based compensation, while
discouraging excessive risk-taking behavior; and
• Align our decision makers’ long-term interests with those of our stockholders through emphasis on equity
ownership.
Additionally, our compensation philosophy is intended to encourage executives to embrace the Company’s strategy and
to lead the Company in setting aspirations that will continue to drive exemplary performance.
With respect to our named executive officers, the MD&C Committee believes that total direct compensation at target
should generally be in a range around the competitive median according to the following:
• Base salaries should be paid within a range of plus or minus 10% around the competitive median, with attention
given to individual circumstances, including strategic importance of the named executive’s role, the executive’s
experience and individual performance;
• Target short-term and long-term incentive opportunities should generally be set at the competitive median; and
• Total direct compensation opportunities should generally be within a range of plus or minus 20% around the
competitive median.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
35
Overview of Elements of Our 2024 Executive Compensation Program
Timing
Component
Purpose
Key Features
Current
Base Salary
To attract and retain
executives with a competitive
level of regular income
Adjustments to base salary primarily consider competitive
market data and the executive’s tenure, individual
performance and responsibilities.
Short-Term
Performance
Incentive
Annual Cash
Incentive
To encourage and reward
contributions to our annual
financial objectives through
performance-based
compensation subject to
challenging, yet attainable,
objective and transparent
metrics
Cash incentives are targeted at a percentage of base salary
and range from zero to 200% of target based on the following
performance measures:
• Operating EBITDA — designed to encourage balanced
growth and profitability and assess the financial outcome
from execution of strategic priorities (weighted 50%);
• Income from Operations Margin — designed to motivate
pursuit of high margin revenue growth while also
controlling costs and operating efficiently (weighted 25%);
and
• Internal Revenue Growth — targeted at executing on pricing
strategy and appropriate volume growth aligned with
strategic growth goals (weighted 25%).
Payouts of cash incentives based on the performance
measures above can be increased or decreased by up to 10%,
depending on achievement calculated using the sustainability
scorecard.
The MD&C Committee has discretion to increase or decrease
an individual’s cash incentive payment by up to 25% based on
individual performance.
Long-Term
Performance
Incentives
Performance Share
Units
To encourage and reward
building long-term stockholder
value through successful
strategy execution;
To retain executives; and
To increase stockholder
alignment through executives’
stock ownership
Number of shares delivered range from zero to 200% of the
initial target grant based on performance over a three-year
performance period.
Payout on half of each executive’s PSUs granted in 2024 is
dependent on cash flow generation, defined as net cash flow
provided by operating activities, less capital expenditures,
with certain exclusions, which continues our focus on capital
discipline, while also aligning the Company with stockholders’
free cash flow expectations. We refer to these as Cash Flow
PSUs.
Payout on the remaining half of the PSUs granted in 2024 is
dependent on total shareholder return relative to other
companies in the S&P 500 over the three-year performance
period. We refer to these as TSR PSUs.
PSUs earn dividend equivalents that are paid at the end of the
performance period based on the number of shares earned.
Recipients can defer the receipt of shares, in which case such
shares of Common Stock will be paid out, without interest, at
the end of the deferral period.
Stock Options
To support the growth element
of the Company’s strategy and
encourage and reward stock
price appreciation over the
long-term;
To retain executives; and
To increase stockholder
alignment through executives’
stock ownership
Stock options granted in 2024 vest ratably in three annual
increments, beginning on the first anniversary of the date of
grant.
The option exercise price is the average of the high and low
market price of our Common Stock on the date of grant.
Stock options have a term of 10 years.
Restricted Stock
Units (“RSUs”)
Used on a limited basis (e.g.
promotion, new hire, special
recognition) to make awards
that encourage and reward
long-term performance and
increase alignment with
stockholders
RSUs are not routinely an element of executive compensation,
but grants are made in certain circumstances, including in
recognition of significant promotions and contributions.
RSUs held by named executives discussed in this proxy
statement vested in full three years after the date of grant.
Time-based vesting aids retention. Dividend equivalents on
RSUs accrue and are paid in cash upon vesting.
EXECUTIVE COMPENSATION
36 |
2025 Proxy Statement
Deferral Plan.
Each of our named executive officers is eligible to participate in our 409A Deferral Plan and may elect to
defer receipt of portions of their base salary and cash incentives in excess of the annual compensation threshold
established under Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “IRC”). We believe that
providing a program that allows and encourages planning for retirement is a key factor in our ability to attract and retain
talent. Additional detail can be found in the Nonqualified Deferred Compensation in 2024 table and accompanying
disclosure.
Perquisites.
The Company provides very limited perquisites or personal benefits to executive officers, including cost to
the Company for guest participation in corporate events and use of Company aircraft for personal travel. The MD&C
Committee permits our President and Chief Executive Officer to use the Company’s aircraft for business and personal
travel; provided, however, that personal use of the Company aircraft attributed to him that results in incremental cost to
the Company shall not exceed 90 hours during any calendar year without approval from the Chair of the MD&C Committee.
In 2024, our President and Chief Executive Officer had approximately 25 hours of personal use of Company aircraft under
this standard. Personal use of the Company’s aircraft by other employees resulting in incremental cost to the Company
is permitted with Chief Executive Officer approval, although this does not occur frequently. The value of our named
executives’ personal use of the Company’s aircraft is treated as taxable income to the respective executive in accordance
with IRS regulations using the Standard Industry Fare Level formula. This is a different amount than we calculate
pursuant to the SEC requirement to report the incremental cost to us of their use. See note (4) to the Summary
Compensation Table below for additional information about this calculation.
Post-Employment and Change in Control Compensation.
The Company provides severance protections that aid in retention
of senior leadership by providing the individual with comfort that he or she will be treated fairly in the event of an
involuntary termination not for cause. The change in control provisions included in our Executive Severance Protection
Plan, our stock option award documentation and, if applicable, employment agreements require a double trigger in order
to receive any payment in the event of a change in control situation. Additional details can be found under “— Post
Employment and Change in Control Compensation; Clawback Policies” and “Potential Payments Upon Termination or
Change in Control.”
How Named Executive Officer Compensation Decisions are Made
The MD&C Committee meets several times each year to perform its responsibilities as delegated by the Board of Directors
and as set forth in the MD&C Committee’s charter. These responsibilities include evaluating and approving the Company’s
compensation philosophy, policies, plans and programs for our named executive officers. In the performance of its
duties, the MD&C Committee regularly reviews the total compensation, including the base salary, target annual cash
incentive award opportunities, long-term incentive award opportunities and other benefits, including potential severance
payments for each of our named executive officers. At regularly scheduled meetings each year, the MD&C Committee
reviews our named executives’ total compensation and compares that compensation to the competitive market, as
discussed below. In the first quarter of each year, the MD&C Committee meets to determine salary increases, if any, for
the named executive officers; verifies the results of the Company’s performance for annual cash incentive and PSU
payouts; determines the performance measures and individual annual cash incentive targets for the current year as
a percent of base salary for each of the named executive officers; and makes decisions on the design and grants of
long-term equity awards.
Compensation Consultant.
The MD&C Committee uses several resources in its analysis of the appropriate compensation
for the named executive officers. The MD&C Committee selects and employs an independent consultant to provide advice
relating to market and general compensation trends. The MD&C Committee also uses the services of its independent
consultant for data gathering and analyses. The MD&C Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”)
as its independent consultant since 2002. The Company makes regular payments to FW Cook for its services around
executive compensation, including meeting preparation and attendance, advice, and best practice information, as well as
competitive data. Information about such payments is submitted to the Chair of the MD&C Committee.
In addition to services related to executive compensation, FW Cook also provides the MD&C Committee information and
advice with respect to compensation of the non-employee directors. FW Cook has no other business relationships with
the Company and receives no other payments from the Company. The MD&C Committee adopted a charter provision
requiring that it consider the independence of any compensation consultants it uses for executive compensation matters.
The MD&C Committee has considered the independence of FW Cook in light of SEC rules and New York Stock Exchange
EXECUTIVE COMPENSATION
2025 Proxy Statement |
37
listing standards. In connection with this process, the MD&C Committee has reviewed, among other items, a letter from
FW Cook addressing the independence of FW Cook and the members of the consulting team serving the MD&C Committee,
including the following factors: (a) other services provided to us by FW Cook; (b) fees paid by us as a percentage of
FW Cook’s total revenue; (c) policies or procedures of FW Cook that are designed to prevent conflicts of interest; (d) any
business or personal relationships between the senior advisor of the consulting team with a member of the MD&C
Committee; (e) any Company stock owned by the senior advisor or any member of his immediate family and (f) any
business or personal relationships between our executive officers and the senior advisor. The MD&C Committee reviewed
these considerations and concluded that the work performed by FW Cook and its senior advisor involved in the
engagement did not raise any conflict of interest.
Role of our CEO and our Human Resources Organization.
Our President and Chief Executive Officer contributes to
compensation determinations by assessing the performance of the other named executive officers and providing these
assessments with recommendations to the MD&C Committee. Personnel within the Company’s Human Resources
organization assist the MD&C Committee by working with the independent consultant to provide information requested
by the MD&C Committee and assisting it in designing and administering the Company’s compensation programs.
Peer Company Comparisons.
The MD&C Committee uses compensation information of comparison groups of companies
to gauge the competitive market, which is relevant for attracting and retaining key talent and for ensuring that the
Company’s compensation practices are aligned with prevalent practices. For purposes of establishing the 2024 executive
compensation program, the MD&C Committee considered a competitive analysis of total direct compensation levels and
compensation mix for our executive officers during the second half of 2023, using information from:
• Size-adjusted median compensation data from two general industry surveys in which management annually
participates; the 2022 Aon Radford Global Compensation Database (as the 2023 Aon Radford Global Compensation
Database was not yet available) and the Willis Towers Watson 2023 Executive Survey Report. The 2022 Aon
Radford Global Compensation Database included over 3,000 organizations ranging in size from less than
$10 million to $610 billion in annual revenue, and the 2023 Willis Towers Watson Executive Survey Report included
987 organizations ranging in size from approximately $20 million to $610 billion in annual revenue. Data selected
from these surveys is scoped based on Company revenue; and
• Median compensation data from a comparison group of 20 publicly traded U.S. companies, described below.
The comparison group of companies is initially recommended by the independent consultant prior to the data gathering
process, with input from management and the MD&C Committee. The composition of the group is evaluated, and a final
comparison group of companies is approved by the MD&C Committee each year. The selection process for the comparison
group begins with all companies in the Standard & Poor’s North American database that are publicly traded U.S.
companies in 16 different Global Industry Classifications. These industry classifications are meant to provide a collection
of companies in industries that share similar characteristics with us. The companies are then limited to those with at
least $5 billion in annual revenue to ensure appropriate comparisons, and further narrowed by choosing those with
asset intensive domestic operations, as well as those focusing on transportation and logistics. Companies with these
characteristics are chosen because the MD&C Committee believes that it is appropriate to compare our executives’
compensation with executives that have similar responsibilities and challenges at other companies.
The following chart sets forth various size comparisons to companies in the comparison group; this table is provided to
evidence that the Company was appropriately positioned within its peer group for purposes of developing 2024
compensation recommendations during 2023. All financial and market data are taken from Standard & Poor’s Capital IQ,
with financial data as of each company’s 2022 fiscal year end and market capitalization as of December 31, 2022.
EXECUTIVE COMPENSATION
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2025 Proxy Statement
20 Company Comparison Group
American Electric Power
FedEx
Avis Budget
Grainger (WW)
C.H. Robinson WW
CSX
Entergy
NextEra Energy
Norfolk Southern
Republic Services
Halliburton
Ryder System
Schlumberger
J.B. Hunt Transport Services
Southwest Airlines
Sysco
Union Pacific
UPS
Waste Connections
Southern
Peer Company Comparison Group
48%
50%
44%
31%
80%
70%
60%
50%
40%
30%
20%
10%
0%
73%
53%
Net Revenue
Operating Income
Total Assets
Total Equity
Total Employees
Market Capitalization
74%
WM Composite Percentile Rank
For purposes of each of the named executives, the general industry data and the comparison group data are blended
when composing the competitive analysis, when possible, such that the combined general industry data and the
comparison group are each weighted 50%. For competitive comparisons, the MD&C Committee has determined that total
direct compensation packages for our named executive officers within a range of plus or minus 20% of the median total
compensation of the competitive analysis is appropriate. In making these determinations, total direct compensation
consists of base salary, target annual cash incentive, and the annualized grant date fair value of long-term equity
incentive awards.
Allocation of Compensation Elements and Tally Sheets.
The MD&C Committee considers the forms in which total
compensation will be paid to executive officers and seeks to achieve an appropriate balance between base salary, annual
cash incentive compensation and long-term incentive compensation. The MD&C Committee determines the size of each
element based primarily on comparison group data and individual and Company performance. The percentage of
compensation that is contingent on achievement of performance criteria typically increases in correlation to an executive
officer’s responsibilities within the Company, with performance-based incentive compensation making up a
greater percentage of total compensation for our most senior executive officers. Additionally, as an executive becomes
more senior, a greater percentage of the executive’s compensation shifts away from short-term to long-term incentive
awards.
The MD&C Committee uses tally sheets to review the compensation of our named executive officers, which show the
cumulative impact of all elements of compensation. These tally sheets include detailed information and dollar amounts
for each component of compensation, the value of all equity held by each named executive, and the value of welfare and
retirement benefits and severance payments. Tally sheets provide the MD&C Committee with the relevant information
necessary to determine whether the balance between short-term and long-term compensation, as well as fixed and
variable compensation, is consistent with the overall compensation philosophy of the Company. This information is also
useful in the MD&C Committee’s analysis of whether total direct compensation provides a compensation package that is
appropriate and competitive. Tally sheets are provided annually to the full Board of Directors.
The following charts display the allocation of total 2024 target compensation among base salary, annual cash incentive
and annual long-term equity awards for (a) our President and Chief Executive Officer and (b) our other named executives,
on average. These charts depict the MD&C Committee’s 2024 desired total mix of target compensation for named
executives and reflect that a substantial majority of executive compensation is linked to Company performance, through
annual cash incentive performance criteria and long-term equity-based incentive awards. We consider stock options
EXECUTIVE COMPENSATION
2025 Proxy Statement |
39
granted under our long-term incentive plan to be performance-based because their value will increase as the market
value of our Common Stock increases.
President and CEO
Other Named Executives, on Average
11%
Base Salary
17%
Annual Cash
Incentive
72%
Long-Term
Equity Awards
89% Total Performance Based
80% Total Performance Based
20%
Base Salary
19%
Annual Cash
Incentive
61%
Long-Term
Equity Awards
Internal Pay Equity.
The MD&C Committee considers the differentials between compensation of the named executive
officers. The MD&C Committee also reviews compensation comparisons between our President and Chief Executive
Officer and the other executive officers, while recognizing the additional responsibilities of our President and Chief
Executive Officer and that such differentials will increase in periods of above-target performance and decrease in times
of below-target performance. Based on these considerations, the MD&C Committee concluded that the compensation
paid to our President and Chief Executive Officer is reasonable compared to that of the other executive officers.
Tax and Accounting Matters.
Following the revision of Section 162(m) of the IRC in 2017, the Company generally may no
longer take a deduction for any compensation paid to any of its named executive officers in excess of $1 million.
Section 409A of the IRC (“Code Section 409A”) generally provides that any deferred compensation arrangement that does
not meet specific requirements will result in immediate taxation of any amounts deferred to the extent not subject to a
substantial risk of forfeiture. In general, to avoid a Code Section 409A violation, amounts deferred may only be paid out on
separation from service, disability, death, a specified time or fixed schedule, a change in control or an unforeseen
emergency. Furthermore, the election to defer generally must be made in the calendar year prior to performance of
services. We intend to structure all of our compensation arrangements, including our 409A Deferral Plan, in a manner
that complies with or is exempt from Code Section 409A.
We account for equity-based payments, including stock options, PSUs and RSUs, in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, Stock Compensation (“ASC Topic 718”). The MD&C
Committee takes into consideration the accounting treatment under ASC Topic 718 when determining the form and
amount of annual long-term equity incentive awards. However, because our long-term equity incentive awards are based
on a target dollar value established prior to grant (described in further detail under “Named Executives’ 2024
Compensation Program and Results — Long-Term Equity Incentives”), this target dollar value will differ from the grant
date fair value of awards calculated pursuant to ASC Topic 718 and reported in the Summary Compensation Table.
Risk Assessment.
The MD&C Committee uses the structural elements set forth in the Executive Summary earlier to
establish compensation that will provide sufficient incentives for named executive officers to drive results while avoiding
unnecessary or excessive risk taking that could harm the long-term value of the Company. During 2024, the MD&C
Committee reviewed the Company’s compensation policies and practices and the assessment and analysis of related
risk conducted by the independent compensation consultant. Based on this review and analysis, the MD&C Committee
and the independent compensation consultant concluded that our compensation policies and practices do not create
risks that are reasonably likely to have a material adverse effect on the Company.
Policy on Calculation Adjustments.
In 2014, the MD&C Committee adopted a policy on calculation adjustments that affect
payouts under annual and long-term incentive awards in order to address the potentially distorting effect of certain
items. Such adjustments are intended to align award payments with the underlying performance of the business; avoid
volatile, artificial inflation or deflation of awards due to unusual items in either the award year or the previous comparator
year; and eliminate counterproductive incentives to pursue short-term gains and protect current incentive opportunities.
To ensure the integrity of the adjustments, the policy provides that the MD&C Committee’s approach to adjustments shall
generally be consistent with the Company’s approach to reporting adjusted non-GAAP earnings to the investment
EXECUTIVE COMPENSATION
40 |
2025 Proxy Statement
community, except that the MD&C Committee has determined that potential adjustments arising from a single transaction
or event generally should be disregarded unless, taken together, they change the calculated award payout by at least 5%.
The MD&C Committee retains discretion to evaluate all adjustments, both income and expense, as circumstances warrant;
however, the MD&C Committee has agreed that it will not have the ability to use negative discretion with respect to the
calculation of cash flow for purposes of the Cash Flow PSUs, in order to avoid variable accounting treatment for those
awards. Actual results reported in this Proxy Statement on financial performance measures may differ from earnings
results reported to the investment community. Please see Appendix A for more information.
Named Executives’ 2024 Compensation Program and Results
Base Salary
The MD&C Committee approved increases to the 2024 base salaries of named executive officers, consistent with our
compensation philosophy and driven by competitive market data, internal pay equity considerations and individual
performance relative to the executive’s responsibilities and contributions. The table below shows the 2024 annual base
salary established by the MD&C Committee for each of our named executive officers.
Named Executive Officer
2024 Base Salary
Mr. Fish
$1,450,000
Ms. Rankin
$ 798,300
Mr. Morris
$ 815,400
Ms. Hemmer
$ 700,000
Mr. Carrasco
$ 676,000
Annual Cash Incentive
• Annual cash incentives were dependent on the following performance measures: Operating EBITDA; Income from
Operations Margin and Internal Revenue Growth.
• Payouts of cash incentives based on the performance measures could be increased or decreased by up to 10%,
depending on achievement calculated using the 2024 sustainability scorecard.
• Blended results on the performance measures yielded an annual cash incentive payment for 2024 equal to 133.08% of
target, which was then modified by 3% on account of the sustainability modifier, yielding a calculated payout of 137.07%.
• The MD&C Committee adjusted payouts based on individual performance.
The MD&C Committee develops financial performance measures for annual cash incentive awards to drive improvements
in business operations, as well as support and fund the long-term strategy of the Company. The MD&C Committee has
found that the Operating EBITDA measure encourages balanced focus on growth and profitability. Our Income from
Operations Margin performance measure encourages responsible, high margin revenue growth and cost management
and reduction. The Internal Revenue Growth performance measure supports the Company’s strategic growth and
creation of shareholder value. The MD&C Committee believes these financial performance measures supported and
aligned with the strategy of the Company in 2024, are reflective of the Company’s overall performance, and are
appropriate indicators of our progress toward the Company’s goals. See “2024 Compensation Program Results and
Company Performance” in the Executive Summary above for further discussion and definitions of the annual cash
incentive performance measures.
When setting threshold, target and maximum performance measure levels each year, the MD&C Committee looks to the
Company’s historical results of operations and analyses and forecasts for the coming year. Specifically, the MD&C
Committee considers pricing and volume trends, operational factors, and macroeconomic conditions, such as the recent
inflationary cost pressures. When setting the 2024 performance levels, the MD&C Committee defined the 2024 annual
cash incentive awards to exclude the impacts of our recycling brokerage business. While the relatively small and
traditionally lower-margin recycling brokerage business is additive to our overall customer value proposition, it can have
a distorting effect on results, due in part to commodity price volatility. The table below details the performance measures
set by the MD&C Committee for purposes of the named executive officers’ annual cash incentive for 2024.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
41
Threshold
Performance
(60% Payment)
Target
Performance
(100% Payment)
Maximum
Performance
(200% Payment)
Operating EBITDA
$6.050 billion
$6.352 billion
$6.650 billion
Income from Operations Margin
18.7%
19.7%
20.7%
Internal Revenue Growth
4.2%
5.6%
7.0%
The following table sets forth the Company’s performance achieved on each of the annual cash incentive performance
measures and the payout earned on account of such performance.
Operating EBITDA
(weighted 50%)
Income from
Operations Margin
(weighted 25%)
Internal Revenue
Growth
(weighted 25%)
Total
Payout Earned
(as a percentage
of Target)
Actual
Payout
Earned
Actual
Payout
Earned
Actual
Payout
Earned
$6.472 billion
140.51%
20.50%
180.71%
4.57%
70.58%
133.08%
For purposes of the calculation of results, the Company excluded the impacts of the two months of post-closing
contributions from the acquired Stericycle business, as well as transaction and integration costs, consistent with both
the approach taken following the Company’s 2020 acquisition of Advanced Disposal and the MD&C Committee’s
philosophy with respect to addressing the impact of one-time and special events to eliminate disproportionate or
counterproductive results. See Appendix A for additional information about the calculation of these results.
Sustainability Modifier to Annual Cash Incentive Awards.
In 2023, the MD&C Committee incorporated a sustainability
modifier into the annual cash incentive program. In 2024, the MD&C Committee continued use of the sustainability
modifier, such that annual cash incentive payouts to executive officers for 2024 were eligible to be increased, or
decreased, up to 10% depending on achievement calculated using the sustainability scorecard, an increase from the 5%
weighting of the sustainability modifier in 2023. Results achieved on each of the four performance measures, and
corresponding points earned on a scale of one-to-five, are reported below. The Company earned 15 total points on the
2024 sustainability scorecard, which correlates to a 3% increase to the annual cash incentive payment for 2024 otherwise
earned.
2024 Sustainability Modifier Performance Measures
Safety
Invest in and Continuously Enhance WM’s Safety Culture –
Improve Total Records Incident Rate (TRIR), subject to
Qualitative Assessment of Overall Results and Incidents
1
Employee
Engagement
Improve or Sustain “Engagement Score” in annual
Voice of the Employee survey
5
Circularity
Increase tons recovered in recycling business
(year-over-year)
5
Climate
Increase beneficial use of landfill gas
(year-over-year)
2024 Scorecard
Performance
Achieved
> 3.17
>=75%
>9.8 Million
3% Increase
2024 Target
TRIR
2.99 – 3.07
74%
9.5 Million
0% to 2%
Increase in
Landfill Gas
Capture and
Beneficial Use
4
2024 Sustainability Modifier Point Scale
Modification
Points Earned
-3%
9
-2%
10
-1%
11
-10%
4
-9%
5
-8%
6
-6%
7
-4%
8
0
12
+1%
13
+4%
16
+10%
20
+6%
17
+8%
18
+9%
19
+2%
14
+3%
15
Corresponding
Scorecard Rating
(1 to 5 Point Scale)
The MD&C Committee believes that the performance measures for 2024, focusing on the areas of safety, employee
engagement, circularity and climate, aligned well with the Company’s commitments and values, sustainability growth
strategy and 2030 goals presented in the Company’s Sustainability Report.
EXECUTIVE COMPENSATION
42 |
2025 Proxy Statement
Annual Cash Incentive Payout for 2024.
Target annual cash incentives are a specified percentage of the executives’ base
salary. The MD&C Committee retains discretion to increase or decrease an individual named executive’s annual cash
incentive payment by up to 25% based on individual performance, and the MD&C Committee approved the modifications
set forth in the table below for 2024 performance. These modifications were made, taking consideration of Mr. Fish’s
evaluation of the named executives’ performance, in recognition of the named executive’s leadership and critical
contributions to exceptionally demanding initiatives in 2024, including the negotiation and completion of the Stericycle
acquisition and related integration planning and the execution of our sustainability growth strategy. The following table
shows each named executive’s target percentage of base salary for 2024 and each named executive’s total annual cash
incentive for 2024 paid in March 2025.
Named Executive Officer
Target
Percentage
of Base Salary
Annual Cash
Incentive For
2024, Based on
137.07% Calculated
Payout
Individual
Performance
Modifier
Final Annual
Cash Incentive
For 2024
Mr. Fish
160
$3,180,080
—
$3,180,080
Ms. Rankin
100
$1,094,249
10%
$1,203,674
Mr. Morris
110
$1,229,457
10%
$1,352,403
Ms. Hemmer(1)
95
$ 899,538
15%
$1,034,468
Mr. Carrasco
90
$ 833,948
11%
$ 925,683
(1)
In March 2024, the target percentage of base salary for Ms. Hemmer was increased from 90% to 95%, yielding a 94%
target percentage of base salary for the full year of 2024.
Long-Term Equity Incentives
Our equity awards are designed to hold individuals accountable for long-term decisions by rewarding the success of
those decisions. The MD&C Committee continuously evaluates the components of its programs. In determining which
forms of equity compensation are appropriate, the MD&C Committee considers whether the awards granted are achieving
their purpose; the competitive market; and accounting, tax or other regulatory issues, among others. In determining the
appropriate awards for the named executives’ 2024 annual long-term incentive award, the MD&C Committee decided to
grant both PSUs comprising 80% of each named executive’s award and stock options comprising 20% of each named
executive’s award, consistent with prior years. Half of each named executives’ PSUs granted in 2024 are Cash Flow PSUs
and the remaining half are TSR PSUs. Meanwhile, stock options encourage focus on increasing the market value of our
stock. Before determining the actual number of PSUs and stock options that were granted to each of the named
executives in 2024, the MD&C Committee established a target dollar amount for each named executive’s annual total
long-term equity incentive award. The values chosen were based primarily on the comparison information for the
competitive market and consideration of the named executives’ responsibility for meeting the Company’s strategic
objectives. Target dollar amounts for equity incentive awards will vary from grant date fair values calculated for
accounting purposes.
Named Executive Officer
Dollar Values of 2024
Long-Term Equity Incentives
Set by the Committee
(at Target)
Mr. Fish
$9,750,000
Ms. Rankin
$2,300,000
Mr. Morris
$2,950,000
Ms. Hemmer
$2,000,000
Mr. Carrasco
$2,000,000
EXECUTIVE COMPENSATION
2025 Proxy Statement |
43
Overview of Performance Share Units.
• Named executives were granted new PSUs with a three-year performance period ending December 31, 2026. Half of
each named executive’s PSUs granted in 2024 are Cash Flow PSUs and the remaining half are TSR PSUs.
• Named executives received a payout of 151.39% of the PSUs granted in 2022 with a three-year performance period
ended December 31, 2024. The Company exceeded the target level of performance for the Cash Flow PSUs and the
TSR PSUs.
PSUs Granted in 2024.
Performance share units are granted to our named executive officers annually to align
compensation with the achievement of our long-term financial goals and to increase stockholder alignment through
stock ownership. PSUs provide an immediate retention benefit to the Company because there is unvested potential value
at the date of grant. The number of PSUs granted to our named executive officers corresponds to an equal number of
shares of Common Stock. At the end of the three-year performance period for each grant, the Company will deliver a
number of shares ranging from 0% to 200% of the initial number of PSUs granted, depending on the Company’s
three-year performance against pre-established targets.
The MD&C Committee determined the number of PSUs that were granted to each of the named executives in 2024 by
taking the targeted dollar amounts established for total long-term equity incentives (set forth in the table above) and
multiplying by 80%. Those values were then divided by the average of the high and low market price of our Common
Stock over the 30 trading days preceding the grant date to determine the number of PSUs granted. The number of PSUs
granted in 2024 are shown in the table below.
Named Executive Officer
Number
of PSUs
Mr. Fish
40,206
Ms. Rankin
9,484
Mr. Morris
12,164
Ms. Hemmer
8,248
Mr. Carrasco
8,248
Half of each named executive’s PSUs included in the table above are Cash Flow PSUs; the cash flow generation
performance measure requires focus on capital discipline and strengthens alignment with stockholders’ free cash flow
expectations. The MD&C Company has continued to evolve the definition of cash flow generation for purposes of the Cash
Flow PSUs to proactively address considerations related to the Company’s growth through strategic investments and
acquisitions. As a result, the award agreement for the Cash Flow PSUs granted in 2024 includes the following updated
definition of the cash flow generation performance measure (the “2024 Cash Flow PSU Definition”):
Net cash provided by operating activities, less capital expenditures, with the following adjustments: (a) costs
associated with labor disruptions and multiemployer plan withdrawal liabilities are excluded due to being required
as a result of past labor commitments combined with changing economic conditions and business climate;
(b) strategic acquisition, restructuring, and transformation and reorganization costs are excluded in recognition of
goals to increase customer and business base while minimizing operating costs; and (c) material impacts results
from accounting rule or tax law changes that were not anticipated when the performance targets were established
are disregarded. Additionally, the following adjustments will be made when the aggregate impact of the following
items has a greater than 5% impact on goal attainment: (a) impacts from strategic acquisitions or divestitures of
assets and business are excluded (impacts from normal course of business acquisition and divestitures are
included); (b) impacts from discrete growth capital investment projects made to support the long-term organic
growth of the business that were not planned for when the performance targets were established are excluded; and
(c) material changes in the realization of earnings and cash flow contributions for growth capital investments caused
by items outside of the Company’s control will be excluded.
The table below shows the required achievement of the cash flow generation performance measure and the
corresponding potential payouts under our Cash Flow PSUs granted in 2024.
Threshold
Target
Maximum
Performance
Payout
Performance
Payout
Performance
Payout
Cash Flow
$7.05 billion
50%
$7.65 billion
100%
$8.25 billion
200%
EXECUTIVE COMPENSATION
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2025 Proxy Statement
The remaining half of each named executive’s PSUs are TSR PSUs. This measure directly correlates executive
compensation with creation of stockholder value. Total shareholder return is calculated as follows: (Common Stock price
at end of performance period — Common Stock price at beginning of performance period + dividends during performance
period) / Common Stock price at beginning of performance period. The table below shows the required achievement of
the total shareholder return performance measure and the corresponding potential payouts under our TSR PSUs granted
in 2024.
Total Shareholder Return Relative to the S&P 500
Performance
Payout
75th percentile (Maximum)
200%
50th percentile (Target)
100%
25th percentile (Threshold)
50%
The different performance measure levels are determined based on an analysis of historical performance and current
projections and trends. The MD&C Committee uses this analysis and consideration of different scenarios related to items
that affect the Company’s performance such as yield, volumes and capital to set the performance measures. As with the
consideration of targets for the annual cash incentives, when the MD&C Committee established the cash flow targets, the
MD&C Committee carefully considered several material factors anticipated to affect the Company in 2024 and beyond,
including macroeconomic and market conditions and economic indicators for future periods, to align the cash flow
targets with the Company’s long-range strategic plan. The 2024 cash flow targets are also reflective of on-going capital
spending commitments to further expand and accelerate our sustainability growth strategy that includes significant
investments in our renewable energy and recycling processing and sales businesses.
Payout on PSUs for the Performance Period Ended December 31, 2024.
Half of the PSUs granted in 2022 with the
performance period ended December 31, 2024 were TSR PSUs, and the remaining half of the PSUs granted in 2022 were
Cash Flow PSUs. With respect to the TSR PSUs with a three-year performance period ended December 31, 2024, the
performance of the Company’s Common Stock on this measure translated into a percentile rank relative to the S&P 500
of 66.80%, resulting in a 167.22% payout in shares of Common Stock that were issued in the first quarter of 2025.
For purposes of the Cash Flow PSUs with a three-year performance period ended December 31, 2024, the Company
generated net cash flow from operating activities, less capital expenditures, of $6.847 billion, exceeding the target criteria
of $6.634 billion; this performance level yielded a 135.56% payout in shares of Common Stock that were issued in the
first quarter of 2025. This performance was calculated in accordance with the following definition of cash flow generation
set forth in the award agreement for the Cash Flow PSUs granted in 2022 (the “2022 Cash Flow PSU Definition”): net cash
provided by operating activities, less capital expenditures, with the following adjustments: (a) costs associated with labor
disruptions and multiemployer plan withdrawal liabilities are excluded due to being required as a result of past labor
commitments combined with changing economic conditions and business climate; (b) strategic acquisition, restructuring,
and transformation and reorganization costs are excluded; (c) cash proceeds from strategic divestitures of assets and
businesses are excluded; and (d) cash proceeds from divestitures of any other businesses and assets are included.
Additionally, in line with the MD&C Committee’s policy on calculation adjustments discussed above, the MD&C Committee
approved certain adjustments to the measurement of performance on the cash flow measure that are aligned with the
MD&C Committee’s philosophy and goal for providing consistency in approach to appropriately address the impact of
one-time and special events to eliminate disproportionate or counterproductive results. The nature of such adjustments
has now been incorporated in the 2024 Cash Flow PSU Definition discussed above, such that, beginning with the Cash
Flow PSUs granted in 2024, discretionary consideration of similar adjustments will not be necessary. These adjustments
exclude the impact of $700 million of capital expenditures allocated to strategic investments in our renewable energy
and recycling processing and sales businesses that were not contemplated at the time the performance measures were
established. The incremental benefits from these strategic investments that were not contemplated at the time the
performance measure was established did not materially impact the calculated results for executive compensation
performance measures in 2024. Additionally, the calculation of performance on the cash flow measure excludes the
benefits of investment tax credits that were not contemplated at the time this performance measure was established
and the two months of post-closing contributions from the acquired Stericycle business. As discussed above, the 2022
Cash Flow PSU Definition already provided for the exclusion of transaction and integration costs related to the Stericycle
acquisition. See Appendix A for additional information about the calculation of these results.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
45
Stock Options.
The MD&C Committee believes use of stock options is appropriate to support the growth element of the
Company’s strategy. The grant of options made to the named executive officers in the first quarter of 2024 in connection
with the annual grant of long-term equity awards was based on the targeted dollar amounts established for total
long-term equity incentives (set forth in the table above) and multiplied by 20%. The actual number of stock options
granted was determined by assigning a value to the options using an option pricing model and dividing the dollar value of
target compensation by the value of an option. The resulting number of stock options are shown in the table below.
Named Executive Officer
Number
of Options
Mr. Fish
45,349
Ms. Rankin
10,698
Mr. Morris
13,721
Ms. Hemmer
9,302
Mr. Carrasco
9,302
The stock options granted in 2024 vest ratably in three annual increments, beginning on the first anniversary of the date
of grant. The exercise price of the options granted in 2024 is $204.7585, which is the average of the high and low market
price of our Common Stock on the date of grant, and the options have a term of 10 years. We account for our employee
stock options under ASC Topic 718 using a Black-Scholes valuation model to measure stock option expense at the date
of grant. The fair value of the stock options at the date of grant is amortized to expense over the vesting period less
expected forfeitures, except for stock options granted to retirement-eligible employees, for which expense is accelerated
over the period that the recipient becomes retirement-eligible.
Restricted Stock Units.
The Company did not grant any RSUs to the named executives in 2024. Each of the named
executives, other than Mr. Fish, held RSUs that were granted in 2022 in connection with achievement of targeted
synergies from the Company’s 2020 acquisition of Advanced Disposal. Such RSUs vested in the first quarter of 2025.
Mr. Carrasco also had RSUs vest in 2024 that were granted prior to his promotion to the senior leadership team. The
RSUs discussed in this paragraph vested in full on the third anniversary of the date of grant. Dividends on the RSUs
accrued and were paid in cash upon vesting. Following such vestings, none of the named executives currently hold
unvested RSUs.
The MD&C Committee anticipates that grants of RSUs to named executives will continue to be made on a limited basis in
cases such as a significant promotion, increased responsibilities, special recognition and to attract new hires, and that
RSUs will not be a routine component of named executive compensation. Unvested RSUs are subject to forfeiture in the
event of voluntary or for-cause termination. RSUs will be prorated upon involuntary termination other than for cause,
and RSUs immediately vest in the event of an employee’s death or disability. The RSUs may not be voted or sold until
vested.
Post-Employment and Change in Control Compensation; Clawback Policies
Severance Protection Plan.
In December 2017, we adopted an Executive Severance Protection Plan (the “Severance
Protection Plan”) and each of Messrs. Fish and Morris and Ms. Rankin entered into new or amended and restated
employment agreements (the “2017 Employment Agreements”). The Severance Protection Plan covers each of our
executive officers. The 2017 Employment Agreements do not contain separate severance entitlements, but instead
provide for additional terms and protections relating to the respective executive’s participation in the Severance
Protection Plan. The 2017 Employment Agreements served to transition the Company’s severance protections away
from contract-based protections and onto a standardized and flexible plan-based approach. Going forward, the Company
does not anticipate entering into new employment agreements with our executive officers, and neither Ms. Hemmer nor
Mr. Carrasco is a party to an employment agreement with the Company.
Post-Employment Covenants.
The 2017 Employment Agreements contain noncompetition and nonsolicitation restrictions
that apply during employment and for a two-year period following termination. Additionally, the Severance Protection
Plan contains (a) a requirement that the individual execute a general release prior to receiving post-termination benefits
and (b) a clawback feature that allows for the suspension and refund of termination benefits for subsequently discovered
cause. The clawback feature generally allows the Company to cancel any remaining payments due and obligates the
named executive to refund to the Company severance payments already made if, within one year of termination of
EXECUTIVE COMPENSATION
46 |
2025 Proxy Statement
employment of the named executive by the Company for any reason other than for cause, the Company determines that
the named executive could have been terminated for cause. Our current equity award agreements also include a
requirement that, in order to be eligible to vest in any portion of the award, the employee must enter into an agreement
containing restrictive covenants applicable to the employee’s behavior following termination.
Clawback Policies.
In 2023, the MD&C Committee adopted the executive compensation clawback policy mandated by the
New York Stock Exchange, which is accessible through the Exhibit List to the Company’s Annual Report on Form 10-K.
This clawback policy provides for the recovery of erroneously awarded incentive-based compensation received by current
and former executive officers in connection with a financial restatement, regardless of fault or misconduct. No obligation
has arisen to recover executive compensation pursuant to this policy.
Additionally, our award agreements for both time-based and performance-based equity awards include compensation
clawback provisions that provide, if the MD&C Committee determines that an employee either engaged in or benefited
from misconduct, then the employee will refund any amounts received under the equity award agreements. Misconduct
generally includes any act or failure to act that caused or was intended to cause a violation of the Company’s policies,
generally accepted accounting principles or applicable laws and that materially increased the value of the equity award.
Further, our MD&C Committee has adopted a clawback policy applicable to our annual cash incentive awards that is
designed to recoup annual cash incentive payments when the recipient’s personal misconduct affects the payout
calculations for the awards. Clawback terms applicable to our incentive awards allow recovery within the earlier to occur
of one year after discovery of misconduct and the second anniversary of the employee’s termination of employment.
Other Compensation Policies and Practices
Compensation Limitation Policies.
The Company has adopted a Severance Limitation Policy that generally provides that
the Company may not enter into severance arrangements with its executive officers that provide for benefits, less the
value of vested equity awards and benefits provided to employees generally, in an amount that exceeds 2.99 times the
executive officer’s then current base salary and target annual cash incentive, unless such future severance arrangement
receives stockholder approval. The Company has also adopted its Policy Limiting Certain Compensation Practices, which
generally provides that the Company will not enter into compensation arrangements that would obligate the Company to
pay a death benefit or gross-up payment to an executive officer unless such arrangement receives stockholder approval.
Both of these compensation limitation policies are subject to certain exceptions, including benefits generally available to
management-level employees and any payment in reasonable settlement of a legal claim. Additionally, “Death Benefits”
under the policy does not include deferred compensation, retirement benefits or accelerated vesting or continuation of
equity-based awards pursuant to generally-applicable equity award plan provisions. None of our executive officers are
party to any employment agreement or arrangement with the Company that provides for severance, gross-up or death
benefits that exceed amounts permitted by these compensation limitation policies.
Stock Ownership Guidelines and Holding Requirements.
All of our named executive officers are subject to stock ownership
guidelines. We instituted stock ownership guidelines because we believe that ownership of Company stock demonstrates
a commitment to, and confidence in, the Company’s long-term prospects and further aligns employees’ interests with
those of our stockholders. We believe that the requirement that these individuals maintain a portion of their individual
wealth in the form of Company stock deters actions that would not benefit stockholders generally. Although there is no
deadline set for senior executives to reach their ownership guidelines, the MD&C Committee monitors ownership levels
to confirm that executives are making sustained progress toward achievement of their ownership guidelines. Additionally,
our stock ownership guidelines contain holding requirements. Executives with a title of Senior Vice President or higher,
which includes all of our named executives, must hold 100% of all net shares acquired through the Company’s long-term
incentive plans until the individual’s ownership guideline is achieved. Once achieved, the requisite stock ownership level
must continue to be retained throughout the executive’s employment with the Company.
The MD&C Committee regularly reviews the ownership guidelines to ensure that the appropriate share ownership levels
are in place. Guidelines are expressed as a multiple of base salary and are calculated annually based on the average
closing price of our Common Stock for the 20 trading days preceding April 1. Each named executive’s ownership guideline
multiple of base salary and ownership multiple of base salary attained as of March 18, 2025 using the closing price of our
Common Stock on such date and base salaries in effect on December 31, 2024, are set forth below. Shares owned
outright, vested equity awards that have been deferred, Common Stock equivalents based on holdings in the
Company’s 401(k) Retirement Savings Plan and phantom stock held in the Company’s 409A Deferral Plan count toward
EXECUTIVE COMPENSATION
2025 Proxy Statement |
47
meeting the ownership guidelines. PSUs, RSUs and restricted stock, if any, do not count toward meeting the ownership
guidelines until they are vested or earned. Unvested stock options and vested unexercised stock options do not count
toward meeting the ownership guidelines.
Ownership
Guideline Multiple
of Base Salary
Ownership
Multiple of
Base Salary
Attained as of
March 18, 2025
Mr. Fish
6x
50x
Ms. Rankin
3x
18x
Mr. Morris
3x
25x
Ms. Hemmer
3x
17x
Mr. Carrasco
3x
5x
As discussed under “Director and Officer Stock Ownership,” the MD&C Committee also establishes ownership guidelines
for the non-employee directors and performs regular reviews to ensure all non-employee directors are in compliance or
are showing sustained progress toward achievement of their ownership guideline.
Insider Trading; Prohibition of Hedging and Pledging Company Securities.
The Company’s Insider Trading Policy prohibits
directors, executive officers and other “designated insiders” from engaging in most transactions involving the Company’s
Common Stock during periods, determined by the Company, that those individuals are most likely to be aware of material,
non-public information. Directors, executive officers and other designated insiders subject to stock ownership guidelines
must clear all their transactions in our Common Stock with the Company’s office of the Chief Legal Officer in advance.
Additionally, it is our policy that directors, executive officers and designated insiders are not permitted to hedge their
ownership of Company securities, including (a) trading in options, warrants, puts and calls or similar derivative
instruments on any security of the Company; (b) selling any security of the Company “short” and (c) purchasing any
financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or
otherwise engaging in transactions that are designed to or have the effect of offsetting any decrease in the market value
of any security of the Company granted as compensation or held, directly or indirectly, by the director, executive officer
or designated insider. The Company’s Insider Trading Policy also provides that directors, executive officers and
designated insiders may not pledge Company securities or hold Company securities in a margin account.
Timing of Grants of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.
The Company
does not have a formal policy regarding the timing of awards of stock options in relation to the disclosure of material
nonpublic information by the Company. However, the Company’s long-standing historical practice has been to make
annual grants of equity awards, including all stock option awards, in connection with our regularly scheduled first quarter
meeting of the MD&C Committee and the Board. This meeting occurs following the release of the Company’s financial
results for the fourth quarter and prior fiscal year, when our stock trading window for designated insiders is typically
open. As a result, our stock option awards are made at a time when possession of material nonpublic information is not
generally anticipated. Stock options are not granted at any other time of the year, as they are not a component of any
off-cycle awards. The Company has not timed the disclosure of material nonpublic information for the purpose of affecting
the value of executive compensation. The MD&C Committee granted annual long-term equity incentive awards, including
stock options, to designated employees, including our named executives, on March 1, 2024 in accordance with our
historical practice, and such equity awards were timely reported on a Current Report on Form 8-K. Additionally, on
March 1, 2024, the Company filed a Current Report on Form 8-K to make mandatory disclosure of the election of an
additional member of our Board pursuant to Item 5.02; the Company does not deem such disclosure to constitute material
nonpublic information.
EXECUTIVE COMPENSATION
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2025 Proxy Statement
EXECUTIVE COMPENSATION TABLES
We are required to present compensation information in the tabular format prescribed by the SEC. This format, including
the tables’ column headings, may be different from the way we describe or consider elements and components of
compensation internally. The Compensation Discussion and Analysis contains a discussion that should be read in
conjunction with these tables to gain a complete understanding of our executive compensation philosophy, programs
and decisions.
Summary Compensation Table
Year
Salary
($)
Stock
Awards
($)(1)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)(3)
All Other
Compensation
($)(4)
Total
($)
James C. Fish, Jr.
President and Chief Executive Officer
2024
1,429,290(5) 10,292,103 1,950,007
3,180,080
245,640
17,097,120
2023
1,388,461(5)
8,405,433 1,950,000
2,638,116
246,844
14,628,854
2022
1,338,462(5)
8,023,256 1,750,011
3,459,049
249,906
14,820,684
Devina A. Rankin
EVP and Chief Financial Officer
2024
790,035
2,427,755
460,014
1,203,674
78,250
4,959,728
2023
760,792
1,982,933
460,005
915,228
95,142
4,214,100
2022
730,288
3,008,095
439,988
1,258,404
98,980
5,535,755
John J. Morris, Jr.
EVP and Chief Operating Officer
2024
806,946
3,113,792
590,003
1,352,403
136,349
5,999,493
2023
777,031
2,327,562
539,987
1,028,241
144,151
4,816,972
2022
748,736
3,870,479
519,995
1,391,871
131,155
6,662,236
Tara J. Hemmer
SVP and Chief Sustainability Officer
2024
691,573
2,111,358
399,986
1,034,468
64,743
4,302,128
2023
662,769
1,551,818
360,003
717,576
102,639
3,394,805
2022
630,506
2,302,032
339,992
978,476
70,648
4,321,654
Rafael E. Carrasco
SVP — Enterprise Strategy;
President — WM Healthcare Solutions
2024
667,708
2,111,358
399,986
925,683
40,158
4,144,893
2023
633,592
1,724,132
400,010
686,538
16,036
3,460,308
(1)
Amounts in this column represent the grant date fair value of PSUs granted to all named executives annually. The
grant date fair values were calculated in accordance with ASC Topic 718, as further described in Note 14 in the
Notes to the Consolidated Financial Statements in our 2024 Annual Report on Form 10-K. The grant date fair value
of a TSR PSU granted in 2024, based on a multifactor Monte Carlo model, is $307.21, and because total shareholder
return is a market condition, projected achievement is embedded in the grant date fair value. The grant date fair
value of a Cash Flow PSU granted in 2024 is $204.7585, which is the average of the high and low market price of our
Common Stock on the date of the grant, in accordance with our 2023 Stock Incentive Plan. The table below shows
(a) the aggregate grant date fair value of Cash Flow PSUs assuming target level of performance is achieved (this is
the amount included in the Stock Awards column in the Summary Compensation Table) and (b) the aggregate grant
date fair value of the same PSUs assuming the Company will reach the highest level of achievement for this
performance measure and maximum payouts will be earned.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
49
Year
Aggregate Grant Date
Fair Value of Cash
Flow PSUs
Assuming Target
Level of Performance
Achieved ($)
Aggregate Grant Date
Fair Value of Cash
Flow PSUs
Assuming Highest
Level of Performance
Achieved ($)
James C. Fish, Jr.
2024
4,116,260
8,232,520
2023
3,851,651
7,703,302
2022
3,468,403
6,936,806
Devina A. Rankin
2024
970,965
1,941,930
2023
908,646
1,817,292
2022
871,981
1,743,962
John J. Morris, Jr.
2024
1,245,341
2,490,682
2023
1,066,567
2,133,134
2022
1,030,615
2,061,230
Tara J. Hemmer
2024
844,424
1,688,848
2023
711,095
1,422,190
2022
673,869
1,347,738
Rafael E. Carrasco
2024
844,424
1,688,848
2023
790,055
1,580,110
(2)
Amounts in this column represent the grant date fair value of stock options granted annually, in accordance with
ASC Topic 718. The grant date fair value of the options granted in 2024, calculated using a Black-Scholes option
pricing model, is $43.00 per option. See Note 14 in the Notes to the Consolidated Financial Statements in our 2024
Annual Report on Form 10-K for additional information.
(3)
Amounts in this column represent cash incentive awards earned and paid based on the achievement of performance
criteria. See “Compensation Discussion and Analysis — Named Executive’s 2024 Compensation Program and
Results — Annual Cash Incentive” for additional information.
(4)
The amounts included in “All Other Compensation” for 2024 are shown below (in dollars):
401(k) Plan
Matching
Contributions
409A Deferral
Plan Matching
Contributions
Life Insurance
Premiums
Perquisites and
Other Personal
Benefits(a)
James C. Fish, Jr.
15,525
124,458
2,344
103,313
Devina A. Rankin
15,525
61,212
1,513
—
John J. Morris, Jr.
15,525
67,058
1,556
52,210
Tara J. Hemmer
15,525
47,887
1,331
—
Rafael E. Carrasco
15,525
23,347
1,286
—
(a)
This column includes perquisites and personal benefits received by a named executive officer in 2024, to
the extent that the total incremental cost of such perquisites and personal benefits was at least $10,000,
consisting of (i) incremental cost for personal use of Company aircraft in the following amounts:
Mr. Fish — $99,098 and Mr. Morris — $47,117; (ii) $4,215 of income that was imputed for the cost of the
executive’s guest’s participation in Company events and (iii) $878 for the value of certain gifts and awards
received by Mr. Morris. Annually, we calculate an hourly direct operating cost for Company aircraft using
industry standard measurements of costs for fuel, catering, telecommunications, maintenance, landing
and hangar fees, flight plans and permits, and crew. We then allocate incremental cost to the named
executive based on the amount of aircraft time required for the personal use, multiplied by the direct
operating cost. When a deviation is made from business travel to pick up or drop off the executive in
another location for a personal purpose, we calculate the time difference resulting from the flight plan
deviation and multiply it by the direct operating cost. We also allocate incremental cost to the named
executive in the unusual event that a deadhead flight is required to position the aircraft to serve personal
needs. We own and operate our aircraft primarily for business use; therefore, we do not include purchase
costs or other fixed costs associated with our aircraft in the direct operating cost.
(5)
Includes $100,000 of base salary in each of 2022 and 2024 and $200,000 of base salary in 2023 to which Mr. Fish
was entitled but voluntarily relinquished to fund scholarships and other programs that benefit Company employees.
EXECUTIVE COMPENSATION
50 |
2025 Proxy Statement
Grant of Plan-Based Awards in 2024
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)
All other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
All other
Option
Awards:
Number of
Securities
Underlying
Options(#)(3)
Exercise
or Base
Price of
Option
Awards
($/sh)(4)
Closing
Market
Price on
Date of
Grant
($/sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)
Grant Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
James C. Fish, Jr.
Cash Incentive 1,392,000 2,320,000 4,640,000
3/1/24
20,103
40,206
80,412
10,292,103
3/1/24
45,349
204.7585
205.79
1,950,007
Devina A. Rankin
Cash Incentive
478,980
798,300 1,596,600
3/1/24
4,742
9,484
18,968
2,427,755
3/1/24
10,698
204.7585
205.79
460,014
John J. Morris, Jr.
Cash Incentive
538,164
896,940 1,793,880
3/1/24
6,082
12,164
24,328
3,113,792
3/1/24
13,721
204.7585
205.79
590,003
Tara J. Hemmer
Cash Incentive
393,750
656,250 1,312,500
3/1/24
4,124
8,248
16,496
2,111,358
3/1/24
9,302
204.7585
205.79
399,986
Rafael E. Carrasco
Cash Incentive
365,040
608,400 1,216,800
3/1/24
4,124
8,248
16,496
2,111,358
3/1/24
9,302
204.7585
205.79
399,986
(1)
Actual payouts of cash incentive awards for 2024 performance are shown in the Summary Compensation Table
under “Non-Equity Incentive Plan Compensation.” The named executives’ possible annual cash incentive payouts
are calculated using a percentage of base salary approved by the MD&C Committee. The threshold levels represent
the amounts that would have been payable if the minimum performance criteria were met for each of the three
financial performance measures. The range of possible payouts does not incorporate any individual performance
modification or the potential impact of the sustainability modifier, pursuant to which cash incentive payouts were
eligible to be increased, or decreased, up to 10% depending on achievement calculated using a sustainability
scorecard. See “Compensation Discussion and Analysis — Named Executive’s 2024 Compensation Program and
Results — Annual Cash Incentive” for additional information.
(2)
Consists of the number of shares of Common Stock potentially issuable based on the achievement of performance
criteria under PSU awards granted under our 2023 Stock Incentive Plan. See “Compensation Discussion and
Analysis — Named Executive’s 2024 Compensation Program and Results — Long-Term Equity Incentives — PSUs
Granted in 2024” for additional information. The performance period for these awards ends December 31, 2026.
PSUs earn dividend equivalents, which are paid out based on the number of shares earned at the end of the
performance period.
(3)
Consists of the number of shares of Common Stock potentially issuable upon the exercise of options granted under
our 2023 Stock Incentive Plan. See “Compensation Discussion and Analysis — Named Executive’s 2024
Compensation Program and Results — Long-Term Equity Incentives — Stock Options” for additional information.
Stock options vest ratably in three annual increments, beginning on the first anniversary of the date of grant.
Although we consider stock options to be a form of incentive compensation, only awards with performance criteria
are included as “Equity Incentive Plan Awards” in our compensation tables.
(4)
The exercise price represents the average of the high and low market price of our Common Stock on the date of the
grant, in accordance with our 2023 Stock Incentive Plan.
(5)
These amounts are grant date fair values of the awards as calculated under ASC Topic 718 and as further described
in notes (1) and (2) to the Summary Compensation Table.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
51
Outstanding Equity Awards as of December 31, 2024
Option Awards
Stock Awards(1)
Name
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(2)
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares or
Units of
Stock
That Have
Not Vested
(#)(6)
Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(6)
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
(#)(7)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That Have
Not Vested
($)(7)
James C. Fish, Jr.
—
45,349(3)
204.7585
3/1/2034
—
—
91,522
36,936,449
—
39,610(4)
150.115
3/7/2033
—
—
—
—
—
22,063(5)
145.67
3/1/2032
—
—
—
—
Devina A. Rankin
—
10,698(3)
204.7585
3/1/2034
6,803
1,372,777
21,590
8,713,292
4,672
9,344(4)
150.115
3/7/2033
—
—
—
—
11,094
5,547(5)
145.67
3/1/2032
—
—
—
—
24,348
—
110.81
2/23/2031
—
—
—
—
25,284
—
126.005
2/19/2030
—
—
—
—
John J. Morris, Jr.
—
13,721(3)
204.7585
3/1/2034
10,204
2,059,065
26,374
10,644,019
5,485
10,968(4)
150.115
3/7/2033
—
—
—
—
13,111
6,556(5)
145.67
3/1/2032
—
—
—
—
Tara J. Hemmer
—
9,302(3)
204.7585
3/1/2034
5,102
1,029,533
17,722
7,152,245
3,657
7,312(4)
150.115
3/7/2033
—
—
—
—
8,573
4,286(5)
145.67
3/1/2032
—
—
—
—
19,710
—
110.81
2/23/2031
—
—
—
—
20,860
—
126.005
2/19/2030
—
—
—
—
Rafael E. Carrasco
—
9,302(3)
204.7585
3/1/2034
3,061
617,679
18,774
7,576,811
4,063
8,125(4)
150.115
3/7/2033
—
—
—
—
8,573
4,286(5)
145.67
3/1/2032
—
—
—
—
2,319
—
110.81
2/23/2031
—
—
—
—
2,655
—
126.005
2/19/2030
—
—
—
—
818
—
98.898
2/19/2029
—
—
—
—
(1)
Values are based on the closing price of our Common Stock on December 31, 2024 of $201.79.
(2)
Includes vested stock options granted on February 19, 2019, February 19, 2020, February 23, 2021, March 1, 2022
and March 7, 2023 pursuant to our 2014 Stock Incentive Plan.
(3)
Includes stock options granted on March 1, 2024 that vest ratably in three annual increments, beginning on the first
anniversary of the date of grant.
(4)
Includes stock options granted on March 7, 2023 that vest ratably in three annual increments, beginning on the first
anniversary of the date of grant.
EXECUTIVE COMPENSATION
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2025 Proxy Statement
(5)
Includes stock options granted on March 1, 2022 that vest ratably in three annual increments, beginning on the first
anniversary of the date of grant.
(6)
Includes RSUs granted on March 1, 2022 under our 2014 Stock Incentive Plan that vest in full on the third anniversary
of the date of grant.
(7)
Includes PSUs with three-year performance periods ending December 31, 2025 and December 31, 2026. Payouts on
PSUs are made after the Company’s financial results for the performance period are reported and the MD&C
Committee determines achievement of performance results and corresponding vesting during the first quarter of
the succeeding year. The PSUs for the performance period ended December 31, 2024 are not included in the table as
they are considered earned as of December 31, 2024 for proxy statement disclosure purposes; instead, such PSUs
are included in the Option Exercises and Stock Vested table below. Pursuant to SEC disclosure instructions, because
the Company’s performance on the metrics governing our PSUs with the performance period ended December 31,
2024 exceeded target, the payout value of unearned awards is calculated assuming maximum performance criteria
is achieved. The following number of PSUs have a performance period ending December 31, 2025: Mr. Fish — 51,316;
Ms. Rankin — 12,106; Mr. Morris — 14,210; Ms. Hemmer — 9,474; and Mr. Carrasco — 10,526. The following number
of PSUs have a performance period ending December 31, 2026: Mr. Fish — 40,206; Ms. Rankin — 9,484;
Mr. Morris — 12,164; and Ms. Hemmer — 8,248; and Mr. Carrasco — 8,248.
Option Exercises and Stock Vested
Option Awards
Stock Awards
Name
Number of Shares
Acquired on Exercise(#)(1)
Value Realized on
Exercise ($)
Number of Shares
Acquired on Vesting (#)(2)
Value Realized on
Vesting ($)(2)
James C. Fish, Jr.
96,780
7,776,604
72,092
15,768,251
Devina A. Rankin
—
—
18,125
3,964,373
John J. Morris, Jr.
22,796
2,190,014
21,422
4,685,506
Tara J. Hemmer
—
—
14,007
3,063,667
Rafael E. Carrasco
6,662
816,870
14,358
3,136,591
(1)
The following number of net shares were received, after withholdings and/or sale of shares to cover option costs
and taxes: Mr. Fish — 22,014, Mr. Morris — 6,152 and Mr. Carrasco — 2,395.
(2)
Includes shares of the Company’s Common Stock issued on account of PSUs granted in 2022 with a performance
period ended December 31, 2024. The determination of achievement of performance results and corresponding
vesting of such PSUs was performed by the MD&C Committee in January 2025. Following such determination,
shares of the Company’s Common Stock earned under this award were issued on January 30, 2025. Also includes
351 RSUs granted to Mr. Carrasco prior to his promotion to the senior leadership team that vested in 2024. The
value of PSUs and RSUs is calculated using the average of the high and low market price of our Common Stock on
the date of payout.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
53
Nonqualified Deferred Compensation in 2024
Amounts that Can be Deferred.
Under our 409A Deferral Plan, each of our named executive officers may elect to defer
receipt of portions of their base salary and annual cash incentives for the applicable fiscal year in excess of the annual
compensation threshold (the “Threshold”) established under Section 401(a)(17) of IRC. For 2024, the Threshold was
$345,000. Such deferrals will result in a deferral of taxation on the amounts deferred. The 409A Deferral Plan provides
that a plan participant may defer, for payment at a future date (a) up to 25% of the participant’s base salary, and up to
100% of the participant’s annual cash incentives, payable after the aggregate of such base salary and annual cash
incentives reaches the Threshold; (b) any RSUs that would otherwise be received by the plan participant; and (c) any
PSUs that would otherwise be received by the plan participant.
Matching Contributions.
The Company match provided under the 409A Deferral Plan is dollar for dollar on the employee’s
deferrals, up to 3% of the employee’s aggregate base salary and cash incentives in excess of the Threshold, and fifty
cents on the dollar on the employee’s deferrals, in excess of 3% and up to 6% of the employee’s aggregate base salary
and cash incentives in excess of the Threshold. Additional deferral contributions will not be matched but will be tax-
deferred. Amounts deferred under this plan are allocated into accounts that mirror selected investment funds in our
401(k) Retirement Savings Plan, including a Company stock fund, although the amounts deferred are not actually invested
in stock or funds. There is no Company match on deferred RSUs or PSUs, but the Company makes a cash payment of
dividend equivalents on the shares deferred at the same time and at the same rate as dividends on the Company’s
Common Stock.
Timing of Distributions.
Participating employees generally can elect to receive distributions commencing six months
after the employee leaves the Company in the form of annual installments or a lump sum payment. Special circumstances
may allow for a modified or accelerated distribution, such as the employee’s death, an unforeseen emergency, or upon
termination of the plan. In the event of death, distribution will be made to the designated beneficiary in a single lump sum
in the following calendar year. In the event of an unforeseen emergency, the plan administrator may allow an early
payment in the amount necessary to satisfy the emergency. All participants are immediately 100% vested in all of their
contributions, Company matching contributions, and gains and/or losses related to their investment choices.
Name
Executive
Contributions
in Last
Fiscal
Year ($)(1)
Registrant
Contributions
in Last
Fiscal
Year ($)(2)
Aggregate
Earnings
in Last
Fiscal
Year ($)(3)
Aggregate
Withdrawals/
Distributions ($)(3)
Aggregate Balance
at Last Fiscal
Year End ($)(4)
James C. Fish, Jr.
140,243
124,458
2,842,182
284,532
23,174,369
Devina A. Rankin
81,616
61,212
164,660
—
1,330,525
John J. Morris, Jr.
89,411
67,058
592,214
—
3,905,951
Tara J. Hemmer
84,925
47,887
133,524
—
1,248,912
Rafael E. Carrasco
31,129
23,347
1,124
—
55,599
(1)
Contributions are made pursuant to the Company’s 409A Deferral Plan. Executive contributions of base salary and
annual cash incentive compensation is included in the Salary column and the Non-Equity Incentive
Plan Compensation column, respectively, of the Summary Compensation Table.
(2)
Company contributions to the executives’ 409A Deferral Plan accounts are included in the All Other Compensation
column in the Summary Compensation Table.
(3)
Earnings on these accounts are not included in any other amounts in the tables included in this Proxy Statement, as
the amounts of the named executives’ earnings on deferred cash compensation represent the general market gains
(or losses) on investments, rather than amounts or rates set by the Company for the benefit of the named executives.
In the case of Mr. Fish, who has deferred receipt of a total of 94,844 shares of Common Stock in prior years, earnings
reported in the column above also include the change in the closing price per share of the Company’s Common
Stock from December 31, 2023 to December 31, 2024, plus $3.00 of dividend equivalents paid per share of Common
Stock in 2024, multiplied by the number of shares deferred. The dividend equivalents on the deferred shares were
paid in cash to Mr. Fish during 2024 and are reflected in the Aggregate Withdrawals/ Distributions column above.
The value of Mr. Fish’s deferred shares was included in the Option Exercises and Stock Vested table in the years
such awards vested.
(4)
Amounts shown in this column include the following amounts that were reported as compensation to the named
executive in the Summary Compensation Table for 2022-2024: Mr. Fish — $1,030,162; Ms. Rankin — $470,892;
Mr. Morris — $503,235; Ms. Hemmer — $483,397 and Mr. Carrasco — $54,476.
EXECUTIVE COMPENSATION
54 |
2025 Proxy Statement
Potential Payments Upon Termination or Change in Control
Change in Control.
The post-employment compensation our named executives receive is based on provisions included
in retirement and severance plan documents, employment agreements and equity incentive award documentation.
Severance protections aid in retention of senior leadership by providing the individual with comfort that he or she will be
treated fairly in the event of an involuntary termination not for cause. The change in control provisions included in the
Severance Protection Plan, our stock option award agreements and, if applicable, employment agreements require a
double trigger in order to receive any payment in the event of a change in control situation. First, a change in control must
occur, and second, the individual must terminate employment for good reason or the Company must terminate
employment without cause within six months prior to or two years following the change in control event. PSUs are paid
out in cash on a prorated basis based on actual results achieved through the end of the fiscal quarter prior to a change in
control. Thereafter, the executive would typically receive a replacement award from the successor entity, provided that
the successor entity is publicly traded. If the successor is not publicly traded, the executive will be entitled to a
replacement award of cash. RSUs vest upon a change in control unless the successor entity converts the awards to
equivalent grants in the successor. In the case of both converted RSU and PSU awards, they will vest in full if the executive
is terminated without cause following the change in control. We believe providing change in control protection encourages
our named executives to pursue and facilitate transactions that are in the best interests of stockholders while not granting
executives an undeserved windfall.
Involuntary Termination or Resignation for Good Reason.
Under the Severance Protection Plan, in the event a participant
is terminated without cause or resigns for good reason, subject to execution of a release of claims and continued
compliance with all restrictive covenants, he or she will be entitled to receive: (a) cash severance in an aggregate amount
equal to two times the sum of the participant’s base salary and target annual bonus (with one half payable in a lump sum
at termination, and the remaining half payable in installments over a two-year period); (b) continuation of group health
benefits over a two-year period following termination and (c) a pro rata annual cash incentive payment for the year of
termination. In the event a named executive is terminated for cause, he or she is entitled to any accrued but unpaid salary
only, and all unvested awards and outstanding stock options, whether exercisable or not, are forfeited.
The terms “cause,” “good reason,” and “change in control” are defined in the executives’ employment agreements, the
Severance Protection Plan and equity award plans and agreements, as applicable, but such terms have the meanings
generally described below. You should refer to the applicable documentation, accessible through the Exhibit List to the
Company’s Annual Report on Form 10-K, for the full definitions.
“Cause” generally means the named executive has: deliberately refused to perform his or her duties; breached his
or her duty of loyalty to the Company; been convicted of a felony; intentionally and materially harmed the Company;
materially violated the Company’s policies and procedures or breached the covenants contained in his or her
agreement.
“Good Reason” generally means that, without the named executive’s consent: his or her duties or responsibilities
have been substantially changed; he or she has been removed from his or her position; the Company has breached
his or her employment agreement; any successor to the Company has not assumed the obligations under his or her
employment agreement; or he or she has been reassigned to a location more than 50 miles away.
“Change in Control” generally means that: at least 25% of the Company’s Common Stock has been acquired by one
person or persons acting as a group; certain significant turnover in our Board of Directors has occurred; there has
been a merger of the Company in which at least 50% of the combined post-merger voting power of the surviving
entity does not consist of the Company’s pre-merger voting power, or a merger to effect a recapitalization that
resulted in a person or persons acting as a group acquired 25% or more of the Company’s voting securities; or the
Company is liquidating or selling all or substantially all of its assets.
Benefits to a participant under the Severance Protection Plan are subject to reduction to the extent required by the
Company’s Severance Limitation Policy or if the excise tax described in Sections 280G or 4999 of the IRC is applicable
and such reduction would place the participant in a better net after tax position.
Voluntary Termination; Retirement.
Our equity award agreements generally provide that an executive forfeits unvested
awards if he or she voluntarily terminates employment. RSUs and PSUs generally vest on a pro rata basis upon
involuntary termination other than for cause. RSUs, PSUs and stock options generally continue to vest following a
qualifying retirement as if the employee had remained employed until the end of the performance period. A qualifying
EXECUTIVE COMPENSATION
2025 Proxy Statement |
55
retirement generally requires that the employee has reached age 55, has a sum of age plus years of service with the
Company equal to 65 or greater, and has completed at least five consecutive years of service with the Company
immediately preceding the employee’s voluntary resignation. If the recipient is terminated by the Company without cause
or voluntarily resigns outside of a qualifying retirement, the recipient is entitled to exercise all stock options outstanding
and exercisable within a specified time frame after such termination or resignation.
Explanation of Tabular Disclosure.
The following table presents potential payouts to our named executives at year-end
upon termination of employment in the circumstances indicated pursuant to the terms of applicable plans and
agreements. The payouts set forth below assume the triggering event indicated occurred on December 31, 2024, when
the closing price of our Common Stock was $201.79 per share. These payouts are calculated for SEC disclosure purposes
and are not necessarily indicative of the actual amounts the named executive would receive. Please note the following
when reviewing the payouts set forth below:
• The compensation component set forth below for accelerated vesting of stock options is comprised of the
unvested stock options granted in 2022, 2023 and 2024, based on the difference between the closing price of our
Common Stock on December 31, 2024 and the exercise price of those options.
• For purposes of calculating the payout of performance share unit awards outstanding as of December 31, 2024,
we have assumed that target performance was achieved; actual performance share unit payouts will be based on
actual performance of the Company during the performance period.
• For purposes of calculating the payout upon the “double trigger” of change in control and subsequent involuntary
termination not for cause, the value of the performance share unit replacement award is equal to the number of
PSUs that would be forfeited based on the prorated acceleration of the PSUs, multiplied by the closing price of our
Common Stock on December 31, 2024.
• The payout for continuation of benefits is an estimate of the cost the Company would incur to continue those
benefits.
• The Company’s practice is to provide all benefits-eligible employees with life insurance that pays one times annual
base salary upon death, subject to an age-based reduction provision beginning at age 65. The insurance benefit is
a payment by an insurance company, not the Company, and is payable under the terms of the insurance policy.
• Refer to the Nonqualified Deferred Compensation in 2024 table above for aggregate balances payable to the
named executives under our 409A Deferral Plan pursuant to the named executive’s distribution elections.
EXECUTIVE COMPENSATION
56 |
2025 Proxy Statement
Potential Consideration Upon Termination of Employment
Mr. Fish
Ms. Rankin
Mr. Morris
Ms. Hemmer
Mr. Carrasco
Payout or Value of Compensation Components,in dollars
In Event of Death or Disability
• Accelerated vesting of stock options
3,285,022
794,149
934,694
618,378
660,390
• Payment of PSUs (contingent on actual
performance at end of performance period)
18,468,224
4,356,646
5,322,009
3,576,122
3,788,405
• Accelerated vesting of RSUs
—
1,372,777
2,059,065
1,029,533
617,679
• Life insurance benefit paid by insurance company
(in the case of death)
1,187,000
768,000
784,000
669,000
646,000
Total
22,940,246
7,291,572
9,099,768 5,893,033
5,712,474
In Event of Termination Without Cause by the Company or For Good Reason by the Employee
• Two times base salary plus target annual cash
bonus (one-half payable in lump sum; one-half
payable in bi-weekly installments over a two-year
period)
7,540,000
3,193,200
3,424,680
2,730,000
2,568,800
• Continued coverage under health and welfare
benefit plans for two years
32,636
32,636
32,636
32,636
32,636
• Prorated payment of PSUs (contingent on actual
performance at end of performance period)
9,607,760
2,266,505
2,729,815
1,829,294
1,970,816
• Prorated vesting of RSUs
—
1,297,557
1,946,240
973,120
583,834
Total
17,180,396
6,789,898
8,133,371 5,565,050
5,156,086
In Event of Termination Without Cause by the Company or For Good Reason by the Employee Six Months Following a
Change in Control (Double Trigger)
• Two times base salary plus target annual cash
bonus (one-half payable in lump sum; one-half
payable in bi-weekly installments over a two-year
period)
7,540,000
3,193,200
3,424,680
2,730,000
2,568,800
• Continued coverage under health and welfare
benefit plans for two years
32,636
32,636
32,636
32,636
32,636
• Accelerated vesting of stock options
3,285,022
794,149
934,694
618,378
660,390
• Prorated accelerated payment of PSUs
9,607,760
2,266,505
2,729,815
1,829,294
1,970,816
• Accelerated payment of PSUs replacement grant
8,860,464
2,090,141
2,592,194
1,746,829
1,817,590
• Accelerated vesting of RSUs
—
1,372,777
2,059,065
1,029,533
617,679
• Prorated annual cash bonus(1)
4,640,000
1,596,600
1,793,880
665,000
608,400
Total
33,965,882 11,346,008 13,566,964 8,651,670
8,276,311
(1)
Pursuant to the Severance Protection Plan, Ms. Hemmer and Mr. Carrasco receive a prorated target annual cash
bonus under this scenario. Mr. Fish, Ms. Rankin, and Mr. Morris receive a prorated maximum annual cash bonus
under this scenario pursuant to their 2017 Employment Agreements. The 2017 Employment Agreements provided
for this enhanced treatment partially on account of similar terms in pre-existing employment agreements that
executives were agreeing to terminate in order to support the Company’s transition toward a more standardized
and flexible approach to severance protections.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
57
Chief Executive Officer Pay Ratio
In 2025, we reconducted our analysis to identify the Company’s median employee, based on total annual compensation
for all employees other than our Chief Executive Officer, in accordance with SEC Regulation S-K, Item 402(u) (the “Median
Employee”). To select the Median Employee, we determined the actual taxable compensation paid to each listed employee
in 2024 and converted to U.S. dollars at appropriate exchange rates for non-U.S. employees. We did not apply any cost-
of-living adjustments, nor did we use any form of statistical sampling. The Median Employee, a Shift Maintenance
Supervisor in the U.S., was identified from a list of Company employees as of December 1, 2024. Out of a total worldwide
employee population of 61,817 on that date, the list included 58,862 employees and excluded the Chief Executive Officer
and 2,954 non-U.S. employees. The number of employees excluded from the list of Company employees comprised 4.8%
of our total employee population on such date, and the breakdown of the number of excluded employees and the
respective jurisdiction of those employees is as follows: India — 1,509; Spain — 703; Portugal — 443; Ireland — 143;
France — 75; Germany — 67; Belgium — 10; Netherlands — 3; and Luxembourg — 1. Of the Company employees that
were included on the list of employees as of December 1, 2024, for purposes of identifying the Median Employee,
approximately 92.1% of these total employees work in the U.S., 5.3% work in Canada, and 2.6% work in United Kingdom.
Over 99% of these individuals are full-time employees. Any temporary or seasonal employees are included; any
subcontracted workers are not employees and are excluded. For 2024, total annual compensation for the Median
Employee was $85,147.91. The annual compensation of our Chief Executive Officer was $17,097,120, for a ratio of 1:201.
These values were calculated in accordance with SEC Regulation S-K, Item 402(c)(2)(x) requirements for reporting total
compensation in the Summary Compensation Table.
Equity Compensation Plan Table
The following table provides information as of December 31, 2024 about the number of shares to be issued upon vesting
or exercise of equity awards and shares remaining available for issuance under our equity compensation plans.
Plan Category
Number of
Securities to be
Issued Upon
Exercise
of Outstanding
Options and Rights
Weighted-Average
Exercise Price of
Outstanding
Options and Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
Equity compensation plans approved by security holders(1)
3,858,444(2)
$129.15(3)
14,925,134(4)
(1)
Includes our 2014 Stock Incentive Plan, 2023 Stock Incentive Plan and Employee Stock Purchase Plan (“ESPP”). No
additional awards may be granted under our 2014 Stock Incentive Plan.
(2)
Includes: options outstanding for 2,374,402 shares of Common Stock; 183 235 shares of Common Stock to be issued
in connection with deferred compensation obligations; 472,265 shares underlying unvested RSUs and 828,542
shares of Common Stock that would be issued on account of outstanding PSUs if the target performance level is
achieved. Assuming, instead, that the maximum performance level was achieved on such PSUs, the amount of
Common Stock that would be issued on account of outstanding awards would increase by 828,542 shares.
The total number of shares subject to outstanding awards in the table above includes 262,680 shares on account of
PSUs, at target, with the performance period ended December 31, 2024. The determination of achievement of
performance results on such PSUs was performed by the MD&C Committee in January 2025, and the Company
exceeded target performance criteria on the TSR PSUs and the Cash Flow PSUs, yielding an overall 151.39% payout.
A total of 261,344 shares of Common Stock were issued on account of such PSUs in January 2025, net of units
deferred, of which 172,944 shares of Common Stock were included in the first column of the table above.
Excludes purchase rights that accrue under the ESPP. Purchase rights under the ESPP are considered equity
compensation for accounting purposes; however, the number of shares to be purchased is indeterminable until the
time shares are actually issued, as automatic employee contributions may be terminated before the end of an
offering period and the purchase price is not yet known.
(3)
Excludes PSUs and RSUs because those awards do not have exercise prices associated with them. Also excludes
purchase rights under the ESPP for the reasons described in note (2) above.
(4)
The shares remaining available include 1,387,827 shares under our ESPP and 13,537,307 shares under our 2023
Stock Incentive Plan, assuming payout of PSUs at maximum. Assuming payout of PSUs at target, the number of
shares remaining available for issuance under our 2023 Stock Incentive Plan would be 14,365,849.
EXECUTIVE COMPENSATION
58 |
2025 Proxy Statement
PAY VERSUS PERFORMANCE
We are required to calculate and present the following compensation information in the tabular format prescribed by the
SEC. The Compensation Discussion and Analysis and other executive compensation tables above should be read in
conjunction with this section to gain a complete understanding of our executive compensation philosophy, programs and
decisions.
The tables and discussion below refer to an SEC-prescribed calculation of compensation actually paid, referred to as
“CAP”. However, CAP does not correlate to the total amount of compensation that the executive realized during the year.
CAP is a detailed calculation that includes adjustments to Total Compensation as reported in the Summary Compensation
Table (the “SCT”) to reflect the increase (or decrease) in value of equity compensation over the course of the year,
including equity compensation granted in prior years and equity compensation remaining unvested as of year-end. The
equity compensation values used to determine CAP are calculated in accordance with ASC Topic 718, based on various
methodologies and assumptions. The amount of compensation that the executive will actually realize when such equity
awards vest or options are exercised may be materially different from the amounts used in the CAP calculation.
The table below includes our Operating EBITDA annual cash incentive performance measure as the Company Selected
Measure (“CSM”) that management believes is the most important annual financial performance measure used to link
executive pay and Company performance in 2024. This measure is also discussed in our Compensation Discussion and
Analysis and is generally defined as the Company’s income from operations, excluding depreciation, depletion and
amortization, “Restructuring” and “(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net” reported in
our Annual Report on Form 10-K, and also excluding the impacts of our recycling brokerage business. Operating EBITDA
presented in this proxy statement is a non-GAAP measure and is defined differently than Operating EBITDA reported in
the Company’s quarterly earnings press release. See Appendix A for approved adjustments to the Operating EBITDA
incentive performance measure results and a reconciliation of this non-GAAP measure to the most comparable GAAP
measure.
Pay Versus Performance Table
Year
SCT Total
to CEO(1)
($)
CEO CAP(1)(2)
($)
Average SCT
Total for
Non-CEO
NEOs(1)
($)
Average
Non-CEO
NEOs
CAP(1)(2)
($)
Value of Initial
Fixed $100
Investment
Based on:(3)
Net Income
($ in billions)
CSM:
Operating
EBITDA
($ in billions)
WM
TSR
($)
Peer
Group
TSR
($)
2024
17,097,120 24,501,038 4,851,561
6,672,509 192
198
2.746
6.472
2023
14,628,854 26,638,740 3,971,546
6,550,505 168
166
2.304
5.892
2022
14,820,684 13,037,001 5,202,091
4,823,249 145
141
2.238
5.475
2021
13,057,363 44,273,994 3,637,383 10,803,402 152
149
1.816
4.961
2020
12,373,925 15,824,928 3,372,614
4,308,433 105
107
1.496
4.371
(1)
For all periods shown in the table above, the Company’s CEO was Mr. James C. Fish, Jr. The Non-CEO NEOs for
purposes of the 2024 and 2023 disclosures include Ms. Devina A. Rankin, Mr. John C. Morris, Jr., Ms. Tara J. Hemmer
and Mr. Rafael E. Carrasco. The Non-CEO NEOs for purposes of the 2022 and 2020 disclosures include Ms. Rankin,
Mr. Morris, Ms. Hemmer and Mr. Steven R. Batchelor, the Company’s retired Senior Vice President — Operations.
The Non-CEO NEOs for purposes of the 2021 disclosures include Ms. Rankin, Mr. Morris, Ms. Hemmer and
Mr. Charles C. Boettcher, Executive Vice President & Chief Legal Officer.
(2)
To calculate 2024 CAP, we made specified adjustments to Total Compensation as reported in the SCT, as set forth
below:
EXECUTIVE COMPENSATION
2025 Proxy Statement |
59
Adjustments to CEO’s SCT Total Compensation to Calculate CAP:
2024
SCT Total Compensation
17,097,120
Deduction from SCT Total Compensation, in dollars
• Grant date fair values of equity awards reported in the
“Stock Awards” and “Options Awards” columns in the SCT
12,242,110
Additions to SCT Total Compensation, in dollars:
• Fair value of stock awards granted during the year, as of 12/31(a)
9,603,806
• Fair value of option awards granted during the year, as of 12/31(b)
1,676,850
• Change in fair value of prior years’ stock awards unvested at 12/31(a)
268,511
• Change in fair value of prior years’ option awards unvested at 12/31(b)
932,612
• Change in fair value of prior years’ stock awards vesting during the year(a)
4,628,504
• Change in fair value of prior years’ option awards vesting during the year(b)
1,930,172
• Dividend equivalents paid upon stock awards vesting during the year
605,573
Total Additions to SCT Total Compensation, in dollars
19,646,028
CAP
24,501,038
Adjustments to Non-CEO NEOs Average SCT Total Compensation to Calculate Average CAP:
2024
SCT Total Compensation
4,851,561
Deduction from SCT Total Compensation, in dollars
• Grant date fair values of equity awards reported in the
“Stock Awards” and “Options Awards” columns in the SCT
2,903,563
Additions to SCT Total Compensation, in dollars:
• Fair value of stock awards granted during the year, as of 12/31(a)
2,277,817
• Fair value of option awards granted during the year, as of 12/31(b)
397,712
• Change in fair value of prior years’ stock awards unvested at 12/31(a)
204,056
• Change in fair value of prior years’ option awards unvested at 12/31(b)
213,402
• Change in fair value of prior years’ stock awards vesting during the year(a)
1,086,996
• Change in fair value of prior years’ option awards vesting during the year(b)
401,999
• Dividend equivalents paid upon stock awards vesting during the year
145,529
Total Additions to SCT Total Compensation, in dollars
4,724,511
CAP
6,672,509
(a)
Stock awards for all NEOs include annual grants of TSR PSUs and Cash Flow PSUs. The fair value of an unvested
TSR PSU is calculated using a multifactor Monte Carlo model, and because total shareholder return is a market
condition, projected achievement is embedded in the fair value. The fair value of an unvested Cash Flow PSU is
equal to the average of the high and low market price of our Common Stock on the given date; we then multiply
the fair value of a Cash Flow PSU by our projection, for accounting purposes, of the probable outcome of the
Cash Flow Generation performance measure applicable to such PSUs, based on results to-date and forecast.
The following grid summarizes the projected probable outcomes utilized to calculate the value of unvested
Cash Flow PSUs at year-end for years prior to the end of the performance period for purposes of 2024 CAP:
EXECUTIVE COMPENSATION
60 |
2025 Proxy Statement
Projected Payout of Unvested Cash Flow PSUs at Year-End
2024
2023
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2024
100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2025
75% 100%
Cash Flow PSUs with 3-year Performance Period Ended 12/31/2026
100%
Stock awards also includes RSUs that vested for Mr. Carrasco in 2024 and unvested RSUs that were granted to
Ms. Rankin, Mr. Morris, Ms. Hemmer and Mr. Carrasco in 2022 and vested in March 2025. The fair value of an
RSU is equal to the average of the high and low market price of our Common Stock on the given date.
(b)
Option award fair values are calculated using a Black-Scholes option pricing model.
(3)
Total shareholder return (“TSR”) is based on a hypothetical $100 investment on December 31, 2019. The TSR
amounts shown for 2020 represent the value of that $100 investment on December 31, 2020, and TSR is then
calculated, on a cumulative basis, as of December 31, 2021, December 31, 2022, December 31, 2023 and
December 31, 2024. The Peer Group TSR refers to the Dow Jones Waste & Disposal Services Index.
Tabular Disclosure of Most Important Measures to Determine 2024 CAP
The five items listed below represent the most important measures used to determine CAP for 2024 for all of our NEOs,
as each measure and its impact on executive compensation is further described in our Compensation Discussion and
Analysis.
Most Important Performance Measures
TSR Relative to the S&P 500
Cash Flow Generation
Operating EBITDA
Income from Operations Margin
Internal Revenue Growth
Narrative Disclosure to Pay Versus Performance Table
The following charts reflect the relationship of CAP over the five-year period ended December 31, 2024 to trends in the
Company’s TSR, net income and Operating EBITDA over the same period. In addition, the first chart below reflects that
the Company’s TSR is highly-aligned with the Peer Group TSR.
We believe variations in CAP due to use of ASC Topic 718 fair values for four years of outstanding equity grants at
specified points in time have resulted in CAP for the four-year period presented not having a direct correlation to Company
performance trends. However, we generally believe our CAP, and our CAP relative to our TSR, net income and Operating
EBITDA, is reflective of our use of equity incentives that are tied to stock price, strong operational performance and
financial results, consistent above-target performance on financial compensation metrics and our TSR relative to the
S&P 500 having exceeded the 50th percentile since 2020. Due to the size of our President and CEO’s annual equity
incentive award and the fact that nearly three-quarters of our President and CEO’s compensation is tied to such equity
incentive awards, above target performance has a more pronounced impact on his CAP, relative to our non-CEO NEOs.
Operating EBITDA is identified as our CSM because it is assigned the heaviest weighting, at 50%, in our annual cash
incentive awards, making it the most important annual financial performance measure used to link executive pay and
Company performance in 2024.
EXECUTIVE COMPENSATION
2025 Proxy Statement |
61
$100
$110
$120
$130
$140
$150
$200
$170
$180
$190
$160
2020
2021
2023
2024
2022
TSR (Value of Initial Fixed $100 Investment on 12/31/19)
CAP in Millions
Relationship of CAP to WM TSR and WM TSR to Peer Group TSR
CEO CAP
WM TSR
Non-CEO NEO Average CAP
Dow Jones Waste & Disposal Services Index TSR
$-
$10
$5
$15
$20
$25
$30
$35
$40
$45
$50
Net Income and Operating EBITDA in Billions
CEO CAP
Non-CEO NEO Average CAP
Net Income
Operating EBITDA
$(0.5)
$1.5
$0.5
$2.5
$3.5
$4.5
$5.5
$6.5
2020
2021
2024
2023
2022
CAP in Millions
Relationship of CAP to Net Income and Operating EBITDA
$-
$10
$5
$15
$20
$25
$30
$35
$40
$45
$50
EXECUTIVE COMPENSATION
62 |
2025 Proxy Statement
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
(ITEM 2 ON THE PROXY CARD)
Our Board of Directors, upon the recommendation of the Audit Committee, has ratified the selection of Ernst & Young LLP
to serve as our independent registered public accounting firm for fiscal year 2025, subject to ratification by our
stockholders. Representatives of Ernst & Young LLP will attend the Annual Meeting. They will be able to make a statement
if they want, and will be available to answer appropriate questions from stockholders.
Although ratification of the selection of Ernst & Young LLP is not required by our By-laws or otherwise, we are submitting
the selection to stockholders for ratification because we value our stockholders’ views on our independent registered
public accounting firm and as a matter of good governance. If our stockholders do not ratify our selection, it will be
considered a direction to our Board and Audit Committee to consider selecting another firm. Even if the selection is
ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm,
subject to ratification by the Board, at any time during the year if it determines that such a change is in the best interests
of the Company and our stockholders.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION
Fees for professional services provided by our independent registered public accounting firm in each of the last two
fiscal years, in each of the following categories, were as follows:
2024
2023
(In millions)
Audit Fees
$ 9.9
$6.8
Audit-Related Fees
0.4
1.0
Tax Fees
—
—
All Other Fees
—
—
Total
$10.3
$7.8
Audit fees include fees for the annual audit, reviews of the Company’s Quarterly Reports on Form 10-Q, work performed
to support the Company’s debt issuances; acquisitions, including our 2024 acquisition of Stericycle; accounting
consultations; and separate subsidiary audits required by statute or regulation. Audit-related fees include attest services
related to financial reporting that are not required by statute or regulations.
The Audit Committee has adopted procedures for the approval of Ernst & Young LLP’s services and related fees. At the
beginning of each year, all audit and audit-related services, tax fees and other fees for the upcoming audit are provided
to the Audit Committee for approval. The services are grouped into significant categories and provided to the Audit
Committee in the format shown above. All projects that have the potential to exceed $100,000 are separately identified
and reported to the Committee for approval. The Audit Committee Chair has the authority to approve additional services,
not previously approved, between Committee meetings. Any additional services approved by the Audit Committee Chair
between Committee meetings are reported to the full Audit Committee at the next regularly scheduled meeting. The
Audit Committee is updated on the status of all services and related fees at every regular meeting. In 2024 and 2023, the
Audit Committee or Audit Committee Chair pre-approved all audit and audit-related services performed by Ernst & Young
LLP. As set forth in the Audit Committee Report, the Audit Committee has considered whether the provision of these
audit-related services is compatible with maintaining auditor independence and has determined that it is.
VOTE REQUIRED FOR APPROVAL
Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common
Stock present at the meeting, in person or represented by proxy, and entitled to vote.
FOR
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE
RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025.
2025 Proxy Statement |
63
ADVISORY VOTE ON EXECUTIVE COMPENSATION
(ITEM 3 ON THE PROXY CARD)
Pursuant to Section 14A of the Exchange Act, stockholders are entitled to an advisory (non-binding) vote on compensation
programs for our named executive officers (sometimes referred to as “say on pay”). The Board of Directors has
determined that it will include this “say on pay” vote in the Company’s proxy materials annually, pending consideration of
future advisory stockholder votes on the frequency of this advisory vote on executive compensation.
We encourage stockholders to review the Compensation Discussion and Analysis included in this Proxy Statement. The
Company has designed its executive compensation program to be supportive of, and align with, the strategy of the
Company and the creation of stockholder value, while discouraging excessive risk-taking. The following key structural
elements and policies, discussed in more detail in the Compensation Discussion and Analysis, further the objective of our
executive compensation program and evidence our dedication to competitive and reasonable compensation practices
that are in the best interests of stockholders:
• a significant majority of our named executive’s target compensation is linked to Company performance and
long-term equity awards, which aligns executives’ interests with those of stockholders;
• our total direct compensation opportunities for named executive officers are targeted to fall in a range around the
competitive median;
• performance-based awards include threshold, target and maximum payouts correlating to a range of
performance outcomes and are based on a variety of indicators of performance, which limits risk-taking behavior;
• performance stock units with a three-year performance period, as well as stock options that vest over a three-year
period, link executives’ interests with long-term performance and reduce incentives to maximize performance in
any one year at the expense of future years;
• all of our executive officers are subject to stock ownership guidelines, which we believe demonstrates a
commitment to, and confidence in, the Company’s long-term prospects;
• in addition to adoption of the executive compensation clawback policy mandated by the New York Stock Exchange
in 2023, the Company has clawback provisions in its equity award agreements and executive officer employment
agreements, and has adopted a clawback policy applicable to annual incentive compensation, designed to recoup
compensation when cause and/or misconduct are found; and
• the Company has adopted policies that limit executive officer severance benefits and prohibit it from entering into
agreements with executive officers that provide for certain death benefits or tax gross-up payments.
The Board strongly endorses the Company’s executive compensation program and recommends that the stockholders
vote in favor of the following resolution:
RESOLVED, that the compensation of the Company’s named executive officers as described in this Proxy Statement
under “Executive Compensation,” including the Compensation Discussion and Analysis and the tabular and narrative
disclosure contained in this Proxy Statement, is hereby APPROVED.
VOTE REQUIRED FOR APPROVAL
Approval of this proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common
Stock present at the meeting, in person or represented by proxy, and entitled to vote. Because the vote is advisory, it will
not be binding, and neither the Board of Directors nor the MD&C Committee will be required to take any action as a result
of the outcome of the vote on this proposal. The MD&C Committee will carefully consider the outcome of the vote in
connection with future executive compensation arrangements.
FOR
THE BOARD RECOMMENDS THAT YOU VOTE TO APPROVE THE COMPANY’S
EXECUTIVE COMPENSATION.
64 |
2025 Proxy Statement
APPENDIX A
Incentive compensation measures presented in this proxy statement are defined differently than corresponding
measures reported in the Company’s quarterly earnings press release. See below for reconciliations of Operating EBITDA,
Income from Operations Margin and Cash Flow Generation to the most comparable GAAP measures. Non-GAAP
measures should not be considered a substitute for financial measures presented in accordance with GAAP.
RECONCILIATION OF CERTAIN NON-GAAP MEASURES
(In Millions)
(Unaudited)
Twelve Months Ended December 31, 2024
Revenue
Income from
Operations
Depreciation and
amortization
Operating
EBITDA
As reported amounts
$22,063
$4,063
$2,267
$6,330
Adjustments:
LESS: Net impacts of recycling brokerage business
795
28
—
28
LESS: Post-closing contributions from Stericycle acquisition
403
(69)
73
4
ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset
Impairments and Unusual Items, Net”
—
86
—
86
ADD: Stericycle transaction and integration costs
—
88
—
88
Calculated Performance Amounts
$20,865
$4,278
$2,194
$6,472
Income from Operations Margin Performance Measure(a)
20.5%
Twelve Months Ended December 31, 2023
Revenue
Income from
Operations
Depreciation and
amortization
Operating
EBITDA
As reported amounts
$20,426
$3,575
$2,071
$5,646
Adjustments:
LESS: Net impacts of recycling brokerage business
622
—
1
1
ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset
Impairments and Unusual Items, Net”
—
247
—
247
Calculated Performance Amounts
$19,804
$3,822
$2,070
$5,892
Twelve Months Ended December 31, 2022
Revenue
Income from
Operations
Depreciation and
amortization
Operating
EBITDA
As reported amounts
$19,698
$3,365
$2,038
$5,403
Adjustments:
LESS: Net impacts of recycling brokerage business
779
(9)
2
(7)
ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset
Impairments and Unusual Items, Net”
—
63
—
63
ADD: Accrual adjustment(b)
—
2
—
2
Calculated Performance Amounts
$18,919
$3,439
$2,036
$5,475
(a)
As reported, income from operations, divided by revenue, is equal to 18.4%.
(b)
Accrual adjustment to true-up recorded accrual amounts against reported financial results.
2025 Proxy Statement |
A-1
Twelve Months Ended December 31, 2021
Revenue
Income from
Operations
Depreciation and
amortization
Operating
EBITDA
As reported amounts
$17,931
$2,965
$1,999
$4,964
Adjustments:
ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset
Impairments and Unusual Items, Net”
—
(8)
—
(8)
ADD: Accrual adjustment(b)
—
5
—
5
Calculated Performance Amounts
$17,931
$2,962
$1,999
$4,961
Twelve Months Ended December 31, 2020
Revenue
Income from
Operations
Depreciation and
amortization
Operating
EBITDA
As reported amounts
$15,218
$2,434
$1,671
$4,105
Adjustments:
ADD: “Restructuring” and “(Gain) Loss from Divestitures, Asset
Impairments and Unusual Items, Net”
—
44
—
44
ADD: Advanced Disposal transaction and integration costs
—
149
—
149
ADD: COVID-19 related costs
—
46
—
46
ADD: Strategic initiative costs
—
27
—
27
Calculated Performance Amounts
$15,218
$2,700
$1,671
$4,371
Three Years Ended December 31, 2024
Net Cash Provided
by Operating Activities
Capital
Expenditures
Proceeds from Normal
Course Divestitures
Cash Flow
Generation
As reported amounts
$14,645
$8,713
$263
$6,195
Adjustments:
Costs associated with labor disruptions and
multiemployer plan withdrawal
11
—
—
11
Restructuring
7
—
—
7
Transaction and integration costs incurred in
support of strategic acquisitions, including
Stericycle
49
—
—
49
Post-closing contributions from the
Stericycle acquisition and tax impact
(31)
(50)
—
19
Incremental sustainability growth capital
investments(c)
—
(700)
—
700
Investment Tax Credits(c)
(134)
—
—
(134)
Calculated Performance Amounts
$14,547
$7,963
$263
$6,847
(c)
Sustainability growth investments and benefits of investment tax credits that were not contemplated at the time this
performance measure was established.
A-2 |
2025 Proxy Statement
Form 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12154
Waste Management, Inc.
(Exact name of registrant as specified in its charter)
Delaware
73-1309529
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
800 Capitol Street
Suite 3000
Houston, Texas
77002
(Address of principal executive offices)
(Zip code)
Registrant’s telephone number, including area code:
(713) 512-6200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
WM
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the
correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2024 was approximately $85.4 billion. The aggregate market value
was computed by using the closing price of the common stock as of that date on the New York Stock Exchange (“NYSE”). (For purposes of calculating this amount only, all
directors and executive officers of the registrant have been treated as affiliates.)
The number of shares of Common Stock, $0.01 par value, of the registrant outstanding as of February 14, 2025 was 402,115,439 (excluding treasury shares of 228,167,022).
DOCUMENTS INCORPORATED BY REFERENCE
Document
Incorporated as to
Proxy Statement for the
2025 Annual Meeting of Stockholders
Part III
2
TABLE OF CONTENTS
Page
Cautionary Statement on Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Risk Factors Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Item 1C.
Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
43
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
44
Item 3.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
45
Item 6.
[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
46
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . .
46
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
75
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
78
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . 144
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 144
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 146
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . 147
Item 13.
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . 147
Item 14.
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
PART IV
Item 15.
Exhibits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 147
Item 16.
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 150
3
Cautionary Statement About Forward-Looking Statements
This Annual Report on Form 10-K contains certain forward-looking statements that are made subject to the safe harbor
protections provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are often
identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “target,” “plan,” “forecast,”
“project,” “estimate,” “intend,” “commit,” “potential” and words of a similar nature and generally include statements
regarding future results of operations, including revenues, earnings or cash flows; plans and objectives for the future;
projections, estimates or assumptions relating to our operational or financial performance, including anticipated impacts
of the Inflation Reduction Act of 2022; projections, estimates or assumptions relating to our capital expenditures; or our
opinions, views or beliefs about the effects of current or future events, circumstances or performance.
You should view these statements with caution. These statements are not guarantees of future performance,
circumstances or events. They are based on facts and circumstances known to us as of the date the statements are made,
and you should not place undue reliance on any such forward-looking statements. Forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ materially from our historical experience and our
present expectations or anticipated results. These risks and uncertainties include, but are not limited to, those described in
Part I, “Item 1A. Risk Factors” and elsewhere in this Annual Report and may also be described from time to time in our
future reports filed with the U.S. Securities and Exchange Commission (“SEC”). We do not undertake any obligation to
update forward-looking statements to reflect events, circumstances, changes in expectations or other developments after
the date of those statements.
Risk Factors Summary
Our business is subject to numerous risks and uncertainties, including those described in Part I, “Item 1A. Risk
Factors” of this Annual Report. These risks include the following:
Strategy and Operational Risks
•
If we fail to implement our business strategy, our financial performance and our growth could be materially and
adversely affected.
•
We may not realize the strategic benefits and cost synergies anticipated from the Stericycle acquisition.
•
Our operations must comply with extensive existing regulations, and changes in regulations, including with
respect to emerging contaminants, such as PFAS (as defined below), and extended producer responsibility, can
restrict or alter our operations, increase our operating costs, increase our tax liabilities, reduce revenues, or require
us to make additional capital expenditures.
•
Our business is subject to operational and safety risks, including the risk of injury to employees and others.
•
We may be unable to obtain or maintain required permits for our operations or expand existing permitted capacity
at our landfills, due to land scarcity, public opposition or otherwise, which can require us to identify disposal
alternatives, resulting in decreased revenue and increased costs.
•
If we are unable to attract, hire or retain key team members and a high-quality workforce, or if our succession
planning does not develop an adequate pipeline of future leaders, it could disrupt our business, jeopardize our
strategic priorities and result in increased costs, negatively impacting our results of operations.
•
Increases in our labor costs as a result of labor unions organizing, changes in regulations related to labor unions
or increases in employee minimum wages, could adversely affect our future results.
•
The seasonal nature of our business, severe weather events resulting from climate change and event driven
projects cause our results to fluctuate, and prior performance may not be indicative of our future results.
•
Damage to our reputation and the value of our brand would negatively impact our business.
•
We have made significant investments in an extensive natural gas truck fleet, which makes us partially dependent
on the availability of natural gas and fueling infrastructure and vulnerable to natural gas prices, and requirements
to transition away from our current vehicle fleet to electric powered vehicles could impair our investments and
result in cost increases and significant additional capital investment.
4
•
We may not be able to achieve our sustainability-related goals, including reduction of our greenhouse gas
emissions, or execute on our sustainability-related growth strategy and initiatives, within planned timelines or
anticipated budget, which could damage our reputation and negatively impact the benefits anticipated from our
investments.
•
Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of
noncompliance, damage to our reputation and related adverse effects.
External Economic and Industry Risks
•
Market disruption, including labor shortages, external strikes, and supply chain constraints, and macroeconomic
pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business
and results of operations.
•
The environmental services industry is highly competitive, and if we cannot successfully compete in the
marketplace, our business, financial condition and operating results may be materially adversely affected.
•
Our revenues, earnings and cash flows fluctuate based on changes in commodity prices and demand and may
fluctuate substantially without notice in the future.
•
Increasing customer preference for alternatives to landfill disposal and bans on certain types of waste could reduce
our landfill volumes and cause our revenues and operating results to decline.
•
General economic conditions can directly and adversely affect revenues for our services and our income from
operations margins.
•
Reduction in volumes of medical waste, controlled substances wastes, and personal and confidential information,
and changing conditions in the healthcare industry, could adversely affect our financial results.
•
Weakness in the economy may expose us to credit risk of governmental entities and municipalities and other
major customers, which could negatively impact our financial results.
•
Changes to applicable tax laws and regulation or interpretation thereof or the imposition of new or increased taxes
may increase our tax liabilities and could adversely affect our operating results and cash flows.
•
Shortages in diesel fuel supply or increases in diesel fuel prices may increase our operating expenses.
•
Large-scale disruption of social and commercial activity and financial markets may have a material adverse
impact on our business, financial condition, results of operations and cash flows.
Technology and Information Security Risks
•
Developments in technology could trigger a fundamental change in our industry, as waste streams are increasingly
viewed as a resource, which may adversely impact volumes at our landfills and our profitability.
•
If we are not able to develop new service offerings and protect intellectual property or if a competitor develops
or obtains exclusive rights to a breakthrough technology, our financial results may suffer.
•
We are dependent on technology, and if our technology fails, our business would be adversely affected.
•
Inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put
us at a disadvantage.
•
Significant cybersecurity incidents may negatively impact our business and our relationships with customers,
vendors and employees and expose us to increased liability.
•
Increasing regulatory focus on privacy and data protection issues and expanding laws could negatively impact
our business, subject us to criticism and expose us to increased liability.
Legal, Regulatory and Compliance Risks
•
Our operations are subject to environmental, health and safety laws and regulations, as well as contractual
obligations that may result in significant liabilities.
•
Our sustainability growth strategy includes significant planned and ongoing investments in our WM Renewable
Energy segment; changes to federal and state renewable fuel policies could affect our financial performance, and
such investments may not yield the results anticipated.
5
•
The impact of climate change, and the adoption of climate change legislation or regulations restricting emissions
of greenhouse gases, could increase our costs to operate.
•
Failure to maintain an effective system of internal control over financial reporting, due to technology issues,
difficulties integrating Stericycle’s operations and systems, or otherwise, could adversely affect our ability to
provide accurate and timely financial statements, which may harm our business and reputation.
•
We could be subject to significant fines and penalties, and our reputation could be adversely affected, if we or
third parties with whom we have a relationship fail to comply with U.S. or foreign laws or regulations.
•
Currently pending or future litigation or governmental proceedings could result in material adverse consequences,
including judgments or settlements.
Financial Risks
•
Our capital requirements and our business strategy could increase our expenses, cause us to change our growth
and development plans, or result in an inability to maintain our desired credit profile.
•
Increases in the costs of obtaining adequate financial assurance, or the inadequacy of our insurance coverages,
could negatively impact our liquidity and increase our liabilities.
•
We may record material charges against our earnings due to impairments to our assets.
•
We could face significant liabilities for withdrawal from multiemployer pension plans.
6
PART I
Item 1. Business.
General
Waste Management, Inc. is a holding company and all operations are conducted by its subsidiaries. When the terms
“the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., together
with its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WMI,” we are
referring only to Waste Management, Inc., the parent holding company.
WMI was incorporated in Oklahoma in 1987 under the name “USA Waste Services, Inc.” and was reincorporated as
a Delaware company in 1995. In a 1998 merger, the Illinois-based waste services company formerly known as Waste
Management, Inc. became a wholly-owned subsidiary of WMI and changed its name to Waste Management Holdings, Inc.
(“WM Holdings”). At the same time, our parent holding company changed its name from USA Waste Services to Waste
Management, Inc. Like WMI, WM Holdings is a holding company and all operations are conducted by subsidiaries.
Our principal executive offices are located at 800 Capitol Street, Suite 3000, Houston, Texas 77002. Our telephone
number is (713) 512 - 6200. Our website address is www.wm.com. Our annual reports on Form 10 - K, quarterly reports on
Form 10 - Q and current reports on Form 8 - K are all available, free of charge, on our website as soon as practicable after
we file the reports with the SEC. Our stock is traded on the New York Stock Exchange under the symbol “WM.”
We are North America’s leading provider of comprehensive environmental solutions, providing services throughout
the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to manage and
reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable
energy. Our solid waste business is operated and managed locally by our subsidiaries that focus on distinct geographic
areas and provide collection, transfer, disposal, recycling and resource recovery services. Through our subsidiaries,
including our Waste Management Renewable Energy (“WM Renewable Energy”) segment, we are also a leading
developer, operator and owner of landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity
and renewable natural gas, which is a significant source of fuel that we allocate to our natural gas fleet. During 2024, our
largest customer represented less than 5% of annual revenues.
On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle, Inc. (“Stericycle”), the
operations of which are presented in this report as our new WM Healthcare Solutions segment. The acquisition expands
our offerings in the U.S. and Canada and adds operations in parts of Western Europe. These businesses provide Regulated
Waste and Compliance Services (“RWCS”) and Secure Information Destruction (“SID”) services that protect people and
brands, promote health and well-being and safeguard the environment. Stericycle operates out of approximately 361 leased
and owned facilities worldwide with 69 autoclaves or alternative medical waste treatment facilities, 18 medical waste
incinerator facilities, 107 SID processing facilities, and 167 transfer stations. Included within our WM Healthcare
Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024. The acquisition is discussed
further in Note 17 to the Consolidated Financial Statements.
We own or operate 262 landfill sites, which is the largest network of landfills throughout the U.S. and Canada. In
order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, we
manage 339 transfer stations, excluding those acquired from Stericycle, that consolidate, compact and transport waste
efficiently and economically. We also use waste to create energy, recovering the gas produced naturally as waste
decomposes in landfills and using the gas in generators to make electricity. We are a leading recycler in the U.S. and
Canada, handling materials that include cardboard, paper, glass, plastic and metal. We provide cost-efficient,
environmentally sound recycling programs for municipalities, businesses and households across the U.S. and Canada as
well as other services that supplement our solid waste business.
Our fundamental strategy has not changed; we remain dedicated to providing long-term value to our stockholders by
successfully executing our core strategy of focused differentiation and continuous improvement. We have enabled a
people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental
7
impact, and sustainability and environmental stewardship is embedded in all that we do. Our strategy leverages and sustains
the strongest asset network in the industry to drive best-in-class customer experience and growth. Our strategic planning
processes appropriately consider that the future of our business and the industry can be influenced by changes in economic
conditions, the competitive landscape, the regulatory environment, asset and resource availability and technology. We
believe that focused differentiation, which is driven by capitalizing on our unique and extensive network of assets, will
deliver profitable growth and position us to leverage competitive advantages. Simultaneously, we believe that investing in
automation to improve processes and drive operational efficiency combined with a focus on the cost to serve our customers
will yield an attractive profit margin and enhanced service quality. We are furthering our strategy of focused differentiation
and continuous improvement beyond our traditional waste operations through our sustainability growth strategy that
includes significant planned investments in our WM Renewable Energy and Recycling Processing and Sales segments,
while increasing automation and reducing labor dependency. In addition, with our acquisition of Stericycle, we have
advanced our growth strategy and built upon our sustainability initiatives. The acquisition provides a complementary
business platform in medical waste, a sector with attractive near- and long-term growth dynamics, and in secure
information destruction services to further our leading suite of comprehensive waste and environmental solutions.
Furthermore, we are also evaluating and pursuing emerging diversion technologies that may generate additional value.
Our Company’s goals are targeted at putting our people first, positioning them to serve and care for our customers,
the environment, the communities in which we work and our stockholders. Our brand promise is ALWAYS WORKING
FOR A SUSTAINABLE TOMORROW®. We live this promise through our service offerings and sustainable solutions,
our investments in innovation, our people and our commitment to the future. Through our longtime focus on finding
sustainable solutions, we continue to evolve beyond being a traditional environmental waste services company.
Increasingly, our industry-leading focus on environmental sustainability aligns with demand from our customers who want
more of their waste materials recovered. Waste streams are becoming more complex, and our aim is to address current
needs, while anticipating the expanding and evolving needs of our customers. We believe we are uniquely equipped to
meet the challenges of the changing waste industry and our customers’ waste management needs, both today and tomorrow
as we work together to envision and create a more sustainable future.
We believe that execution of our strategy will deliver shareholder value and leadership in a dynamic industry and in
any economic environment. In addition, we intend to continue to return value to our stockholders through dividend
payments and expect to resume share repurchases once the Company’s leverage returns to targeted levels, which is
currently projected to be about 18 months after the November 2024 acquisition of Stericycle. In December 2024, we
announced that our Board of Directors expects to increase the quarterly dividend from $0.75 to $0.825 per share for
dividends declared in 2025, which is a 10% increase from the quarterly dividends we declared in 2024. This is an indication
of our ability to generate strong and consistent cash flows and marks the 22nd consecutive year of dividend increases. All
quarterly dividends will be declared at the discretion of our Board of Directors and depend on various factors, including
our net earnings, financial condition, cash required for future business plans, growth and acquisitions and other factors the
Board of Directors may deem relevant.
Operations
General
Our senior management evaluates, oversees and manages the financial performance of our business through five
reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West
Tier (“West Tier”); (iii) Recycling Processing and Sales, (iv) WM Renewable Energy and (v) WM Healthcare Solutions.
Our East and West Tiers along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier
segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses.
Our East Tier primarily consists of geographic areas located in the Eastern U.S., the Great Lakes region and
substantially all of Canada. Our West Tier primarily includes geographic areas located in the Western U.S., including the
upper Midwest region and British Columbia, Canada.
We also provide additional services not managed through our five reportable segments, which are presented as
Corporate and Other. For further discussion refer to Note 19 of our Consolidated Financial Statements.
8
Collection and Disposal
Services provided through our Collection and Disposal businesses are described below:
Collection. Our commitment to customers begins with a vast waste collection network. Collection involves picking
up and transporting waste and recyclable materials from where it was generated to a transfer station, recycling facility or
disposal site. We generally provide collection services under one of two types of arrangements:
•
For commercial and industrial collection services, typically we have three-year service agreements. The fees
under the agreements are influenced by factors such as collection frequency, type of collection equipment we
furnish, type and volume or weight of the waste collected, distance to the disposal facility, labor costs, cost of
disposal and general market factors. As part of the service, we provide steel containers to most customers to store
their solid waste between pick-up dates. Containers vary in size and type according to the needs of our customers
and the restrictions of their communities. Many are designed to be lifted mechanically and either emptied into a
truck’s compaction hopper or directly into a disposal site. By using these containers, we can service most of our
commercial and industrial customers with trucks operated by only one employee.
•
For most residential collection services, we have a contract with, or a franchise granted by, a municipality,
homeowners’ association or some other regional authority that gives us the exclusive right to service all or a
portion of the homes in an area. These contracts or franchises are typically for periods of three to ten years and
typically mirror maximum terms as allowed by statutes by state. We also provide services under
individual monthly subscriptions directly to households. The fees for residential collection are either paid by the
municipality or authority from their tax revenues or service charges, or are paid directly by the residents receiving
the service. The Company is generally phasing out traditional manual systems and moving to further automate
residential collection services. Benefits of automation include enhanced worker safety, improved service delivery
to the customer and an overall reduction in the cost to provide services.
Landfill. Landfills are the main depositories for solid waste in North America. As of December 31, 2024, we owned
or operated 257 solid waste landfills and five secure hazardous waste landfills, which represents the largest network of
landfills throughout the U.S. and Canada. As of December 31, 2024, we owned or controlled the management of 239 sites
with remedial activities that are in closure or have received a certification of closure from the applicable regulatory agency.
Solid waste landfills are constructed and operated on land with engineering safeguards that limit the possibility of water
and air pollution and are operated under procedures prescribed by regulation. A landfill must meet federal, state or
provincial and local regulations during its design, construction, operation and closure. The operation and closure activities
of a solid waste landfill include excavation, construction of liners, continuous spreading and compacting of waste, covering
of waste with earth or other acceptable material and constructing final capping of the landfill. These operations are
carefully planned to maintain environmentally safe conditions and to maximize the use of the airspace.
All solid waste management companies must have access to a disposal facility, such as a solid waste landfill. The
significant capital requirements of developing and operating a landfill serve as a barrier to landfill ownership and, thus,
third-party haulers often dispose of waste at our landfills. It is usually preferable for our collection operations to use
disposal facilities that we own or operate, a practice we refer to as internalization, rather than using third-party disposal
facilities. Internalization generally allows us to realize higher consolidated margins and stronger operating cash flows. The
fees charged at disposal facilities, which are referred to as tipping fees, are based on several factors, including our cost to
construct, maintain and close the landfill, the distance to an alternative disposal facility, the type and weight or volume of
solid waste deposited and competition.
Under environmental laws, the federal government (or states with delegated authority) must issue permits for all
hazardous waste landfills. All of our hazardous waste landfills have obtained the required permits, although some can
accept only certain types of hazardous waste. These landfills must also comply with specialized operating standards. Only
hazardous waste in a stable, solid form, which meets regulatory requirements, can be deposited in our secure disposal cells.
In some cases, hazardous waste can be treated before disposal. Generally, these treatments involve the separation or
removal of solid materials from liquids and chemical treatments that transform waste into inert materials that are no longer
hazardous. Our hazardous waste landfills are sited, constructed and operated in a manner designed to provide long-term
9
containment of waste. We also operate a hazardous waste facility at which we isolate treated hazardous waste in liquid
form by injection into deep wells that have been drilled in certain acceptable geologic formations far below the base of
fresh water to a point that is safely separated by other substantial geological confining layers.
Included within our Collection and Disposal businesses are landfills having (i) 20 third-party power generating
facilities converting our landfill gas to fuel electricity generators; (ii) 16 third-party renewable natural gas (“RNG”)
facilities processing landfill gas to be sold to natural gas suppliers and (iii) six third-party projects delivering our landfill
gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes. In return for providing
our landfill gas, we receive royalties from each facility, including the benefit of a 15% royalty from our WM Renewable
Energy segment based on net operating revenue generated through the sale of RNG, renewable identification numbers
(“RINs”), electricity and capacity, Renewable Energy Credits (“RECs”) and related environmental attributes from the
84 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our active landfills, which is
eliminated in consolidation.
Transfer. As of December 31, 2024, we owned or operated 339 transfer stations in the U.S. and Canada. We deposit
waste at these stations, as do other waste haulers. The solid waste is then consolidated and compacted to reduce the volume
and increase the density of the waste and transported by transfer trucks or by rail to disposal sites.
Access to transfer stations is critical to haulers who collect waste in areas not in close proximity to disposal facilities.
Fees charged to third parties at transfer stations are usually based on the type and volume or weight of the waste deposited
at the transfer station, the distance to the disposal site, market rates for disposal costs and other general market factors.
The utilization of our transfer stations by our own collection operations improves internalization by allowing us to
retain fees that we would otherwise pay to third parties for the disposal of the waste we collect. It enables us to manage
costs associated with waste disposal because (i) transfer trucks, railcars or rail containers have larger capacities than
collection trucks, allowing us to deliver more waste to the disposal facility in each trip; (ii) waste is accumulated and
compacted at transfer stations that are strategically located to increase the efficiency of our network of operations and
(iii) we can retain the volume by managing the transfer of the waste to one of our own disposal sites.
The transfer stations that we operate but do not own generally are operated through lease agreements under which we
lease property from third parties. There are some instances where transfer stations are operated under contract, generally
for municipalities. In most cases, we own the permits and will be responsible for any regulatory requirements relating to
the operation and closure of the transfer station.
Other. Other businesses providing collection and disposal services include the following:
Strategic Business Solutions (“WMSBS”) — Although many waste management services such as collection and
disposal are local services, our WMSBS business works with customers whose locations span the U.S. and Canada. Our
strategic accounts program provides these customers with streamlined service, enhanced reporting, measurement tools
aimed at meeting sustainability objectives and centralized billing and management of accounts.
Sustainability and Environmental Solutions (“SES”) — Our SES business collaborates with our geographic areas and
national accounts sales team to offer our customers end-to-end solutions that help businesses achieve their sustainability,
recycling and waste diversion goals while meeting industry-specific compliance requirements and rising environmental
demands. These solutions include (i) Sustainability Services, where our employees provide full-service waste management
solutions and advisory services, working full-time onsite at our customers’ facilities or through remote-managed programs
(this service is managed through our SES business but reflected principally in our collection line of business);
(ii) remediation and construction services; (iii) management and marketing of fly ash, which is residue generated from the
combustion of coal to generate electricity; and (iv) industrial waste services, which uses thermal and mechanical separation
technologies to minimize waste volumes and recover commodities at the point of generation. The breadth of these service
offerings, combined with our large and expanding network of technology-enabled infrastructure in recycling, organics and
renewable energy give us the ability to help customers reduce the amount of waste they generate, identify recycling
opportunities and determine efficient and environmentally friendly means for waste collection and disposal. Through these
services, we aim to help customers increase circularity and accelerate their decarbonization goals.
10
Recycling Processing and Sales
Recycling involves the separation of reusable materials from the waste stream for processing and resale or other
disposition. We are North America’s leading recycler of post-consumer materials. We not only collect materials from
households and businesses across the U.S. and Canada, we also process and sell them to manufacturers to be recycled and
sold generally within the North American market. Demand for recycled materials is generally growing. Several states have
recently passed minimum-recycled-content mandates, and many companies are responding to requirements for recycled
content from their own customers and to meet sustainability targets. We are helping expand the availability of recycled
materials by investing in infrastructure, increasing access to recycling services and educating customers through our
Recycle Right® program.
Our recycling operations provide communities and businesses with an alternative to traditional landfill disposal and
support our strategic goals to extract more value from the materials we manage. We were the first major solid waste
company to focus on residential single-stream recycling, which allows customers to mix clean bottles, cans, paper and
cardboard in one bin. Residential single-stream programs have greatly increased recycling volumes. Single-stream
recycling is possible through the use of various mechanized screens and optical sorting technologies. In addition to
advancing our single stream recycling programs for commercial applications, we continue to invest in recycling
technologies and businesses designed to offer services and solutions to support and grow our current operations. We are
investing in enhanced recycling facility technology at new and existing facilities to benefit labor productivity, support
increased recycling capacity and allow for dynamic adjustments to respond to evolving end-market demands. In 2023 and
2024, we opened eight and three new recycling facilities, respectively, within the U.S. and Canada equipped with advanced
recycling technology. We continue to invest in recycling facility automation and new markets across the U.S. and Canada.
Our Recycling Processing and Sales segment includes the following:
Materials processing — Through our collection operations and third-party customer base, we collect recyclable
materials from residential, commercial and industrial customers and direct these materials to one of our recycling
facilities for processing. As of December 31, 2024, we operated 105 recycling facilities, of which 45 are single stream,
where cardboard, paper, glass, metals, plastics, construction and demolition materials and other recycling commodities
are recovered for resale or redirected for other purposes.
Recycling commodities — We market and resell recycling commodities globally. We manage the marketing of
recycling commodities that are processed in our facilities by continuously analyzing market prices, logistics, market
demands and product quality through our dedicated recycling service centers and account managers.
Recycling brokerage services — We also provide recycling brokerage services, which involve managing the
marketing of recyclable materials for third parties. Our experience in managing recycling commodities for our own
operations gives us the expertise needed to effectively manage volumes for third parties. Utilizing the resources and
capabilities of our recycling service centers and account managers, we can assist customers in marketing and selling
their recycling commodities with minimal capital requirements.
Organics processing and sales — We collect recyclable food and yard waste from commercial, residential, and
industrial customers, and process these materials through a network of mulching, composting, CORe®, and anaerobic
digestion facilities. As of December 31, 2024, we operated 49 organics recycling facilities and also partner with third-
party processors. Our network of facilities utilizes, markets and sells products including mulch, compost, soil
amendments, and renewable energy.
The recyclable materials processed in our recycling facilities are received from various sources, including third parties
and our own operations. In recent years, we have been focused on reducing dependency on market prices for recycled
commodities by recovering our processing costs first. In our materials processing business, we have been transitioning our
customer base over time from the traditional rebate model, where we paid suppliers for the inbound material, to a
fee - for - service model that ensures the cost of processing the recyclable materials is covered along with an acceptable
margin. With our current fee-for-service model, the pricing for these recyclable materials can either be a charge or “tip
fee” when commodity pricing does not cover our cost to process the recyclable materials or a “rebate” when commodity
pricing is higher than our processing costs and we are able to share this benefit with the customers generating recyclable
11
materials. In some cases, our pricing is based on fixed contractual rates or on defined minimum per-ton rates. Generally,
this pricing also considers the price we receive for sales of processed goods, market conditions and transportation costs.
As a result, changes in commodity prices for recycled materials also significantly affect the pricing to our suppliers.
Depending on the key terms of the arrangement, these “rebates” are recorded as either operating expenses or a reduction
in operating revenues within our Consolidated Statements of Operations. If the key terms result in a charge to the customer,
the associated “tip fees” would be recorded as operating revenues within our Consolidated Statements of Operations.
WM Renewable Energy
We develop, operate and promote projects for the beneficial use of landfill gas through our WM Renewable Energy
segment. Landfill gas is produced naturally as waste decomposes in a landfill. The methane component of the landfill gas
is a readily available, renewable energy source that can be gathered and used beneficially as an alternative to fossil fuel.
The U.S. Environmental Protection Agency (“EPA”) endorses landfill gas as a renewable energy resource, in the same
category as wind, solar and geothermal resources. As of December 31, 2024, we had 102 landfill gas beneficial use projects
producing commercial quantities of methane gas at owned or operated landfills. For 65 of these projects, the processed
gas is used to fuel electricity generators. The electricity is then sold to public utilities, municipal utilities or power
cooperatives. For 23 of these projects, the gas is used at the landfill or delivered by pipeline to industrial customers as a
direct substitute for fossil fuels in industrial processes. For 11 of these projects, the landfill gas is processed to pipeline
quality RNG and then sold to natural gas suppliers. Additionally, three of these projects are on third-party landfills. The
revenues from these facilities are primarily generated through the sale of RNG, RINs, electricity and capacity, heat and/or
steam, RECs and related environmental attributes. WM Renewable Energy is charged a 15% royalty on net operating
revenue from these facilities residing on our active and closed landfills from our Collection and Disposal and Corporate
and Other businesses, which is eliminated in consolidation. Additionally, WM Renewable Energy operates and maintains
seven third-party landfill beneficial gas use projects in return for service revenue. Our Collection and Disposal and
Corporate and Other businesses benefit from these projects as well as 52 additional third-party landfill beneficial gas use
projects in the form of royalties.
WM Renewable Energy converts landfill gas into several sources of renewable energy, which include RNG, electricity
and capacity, heat and/or steam. WM Renewable Energy also generates RINs under the Renewable Fuel Standard (“RFS”)
program, other credits under a variety of state programs associated with the use of RNG in our compressed natural gas
fleet, and RECs associated with the production of electricity. The RINs, RECs and other credits are sold to counterparties
who are obligated under the regulatory programs and have a responsibility to procure RINs, RECs and other credits
proportionate to their fossil fuel production and imports. RINs and RECs prices generally respond to regulations enacted
by the EPA or other regulatory bodies, as well as fluctuations in supply and demand.
WM Healthcare Solutions
Our WM Healthcare Solutions segment, through our subsidiary Stericycle, is primarily a business-to-business company
providing RWCS and SID services that protect people and brands, promote health and well-being and safeguard the
environment. WM Healthcare Solutions serves customers in the U.S., Canada and Western Europe with solutions to safely
manage materials that could otherwise spread disease, contaminate the environment, or compromise one’s identity.
Services provided through our WM Healthcare Solutions segment includes the following:
Regulated Waste and Compliance Services
WM Healthcare Solutions includes compliance programs and collection, processing, and disposal of regulated and
specialized waste, including medical, pharmaceutical and hazardous waste. RWCS are provided to customers in the U.S.,
Canada, Ireland and the United Kingdom (“U.K.”).
Regulated waste can be defined as any material subject to government-imposed guidelines for handling the material for
transportation or disposal. Examples include medical waste, pathological waste, sharps and pharmaceutical waste.
Collection and Transportation — The collection process for regulated waste streams begins at the customer location
with waste segregation. To assure regulatory compliance, we educate our customers and will not accept material from
12
customers unless it complies with our waste acceptance protocols and is properly stored or packaged in containers that we
have either supplied or approved and is appropriately labeled.
Our team members then collect containers at the customer location via our fleet of vehicles. The majority of collected
waste is then transported directly to one of our processing facilities or to one of our WM Healthcare Solutions transfer
stations where waste is aggregated until it is transported to a processing facility.
Processing and Disposal of Regulated Waste — Upon arrival at a processing facility, containers or boxes of regulated
waste undergo a quality control process to verify that they do not contain any unacceptable substances. Any container or
box that is discovered to contain unacceptable waste goes through a corrective action process which could include
redirecting the waste, returning the waste to the customer and/or notifying the appropriate regulatory authorities. From
there, regulated waste is processed using one of several treatments or processing technologies, predominantly at one of
our facilities:
•
Autoclaving — Autoclaving is the primary method of regulated waste treatment. This process relies on steam
at high temperature and pressure to kill pathogens and render materials non-infectious.
•
Alternative Technologies — We use several different non-incineration alternatives to autoclaves,
predominantly outside of the U.S. The processes used by these technologies are similar to autoclaving, as the
regulated waste is heated to a specified temperature for a required time to kill the pathogens and render materials
non-infectious. Depending on local requirements, the waste may be shredded before or after treatment to render
it unrecognizable.
•
Incineration — While we strive to use alternative, non-incineration methods for treating medical waste,
incineration remains a regulatory requirement and/or a best practice in certain geographies or for certain types
of medical waste that need to be chemically destroyed. Incineration burns regulated waste at elevated
temperatures and reduces it to ash. Incineration reduces the volume of waste, and it is the recommended
treatment and disposal option for some types of regulated waste such as anatomical waste, residues from
chemotherapy procedures and non-hazardous pharmaceutical waste. Air emissions from incinerators can
contain certain byproducts that are subject to federal, state and in some cases, local regulation. In some
circumstances, the ash byproduct of incineration may be regulated.
Upon completion of the treatment process, the resulting waste or incinerator ash is transported for disposal in a landfill
owned by unaffiliated third parties or by the Company. Additionally, in several of our incineration facilities, primarily in
the U.K., we use different types of waste-to-energy solutions as part of our processes.
Secure Information Destruction
WM Healthcare Solutions also provides for the collection of personal and confidential information for secure destruction
and recycling of sorted office paper. SID services are provided to customers in the U.S., Belgium, Canada, France,
Germany, Ireland, Luxembourg, the Netherlands and the U.K.
We leverage a combination of off-site and on-site document destruction methods for one-time and recurring paper
shredding. Our service offerings leverage cross-cut shredding technology to enhance the security level of destruction and
can provide secure chain-of-custody and proof of service. Shredded paper is then sold as sorted office paper.
Corporate and Other
We also provide additional services that are not managed through our operating segments, which are presented in this
report as Corporate and Other as they do not meet the criteria to be aggregated with other operating segments and do not
meet the quantitative criteria to be separately reported. This includes the activities of our corporate office, including costs
associated with our long-term incentive program, expanded service offerings and solutions (such as our investments in
businesses and technologies that are designed to offer services and solutions ancillary or supplementary to our current
operations) as well as our closed sites.
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Included within our Corporate and Other businesses’ closed sites are (i) six third-party power generating facilities
converting our landfill gas to fuel electricity generators; (ii) two third-party projects delivering our landfill gas by pipeline
to industrial customers as a direct substitute for fossil fuels in industrial processes and (iii) two third-party RNG facilities
processing landfill gas to be sold to natural gas suppliers in return for a royalty. Additionally, Corporate and Other benefits
from a 15% royalty from our WM Renewable Energy segment based on net operating revenue generated through the sale
of RNG, RINs, electricity and capacity, RECs and related environmental attributes from the 15 landfill beneficial use
renewable energy projects owned by WM Renewable Energy on our closed sites, which is eliminated in consolidation.
We continue to invest in businesses and technologies that are designed to offer services and solutions ancillary or
supplementary to our current operations. While most of these investments are in the form of minority equity stakes, they
can also include joint ventures, joint development agreements or majority equity stakes. The solutions and services include
(i) waste collection, processing and recycling; (ii) the development, operation and marketing of waste processing facilities
and technologies; (iii) operation of RNG plants and (iv) the development and operation of organic recycling technologies.
Furthermore, we continually scout, evaluate and run proof-of-concepts of innovative technologies within our core
operations to improve safety, operational efficiencies and customer solutions.
Competition
We encounter intense competition from governmental, quasi-governmental and private sources in all aspects of our
operations. We principally compete with large national waste management companies, counties and municipalities that
maintain their own waste collection and disposal operations and regional and local companies of varying sizes and financial
resources. The industry also includes companies that specialize in certain discrete areas of waste management, operators
of alternative disposal facilities, companies that seek to use parts of the waste stream as feedstock for renewable energy
and other by-products and waste brokers that rely upon haulers in local markets to address customer needs.
Operating costs, disposal costs and collection fees vary widely throughout the geographic areas in which we operate.
The prices that we charge are determined locally, and typically vary by volume and weight, type of waste collected,
treatment requirements, risk of handling or disposal, frequency of collections, distance to final disposal sites, the
availability of airspace within the geographic region, labor costs and amount and type of equipment furnished to the
customer. We face intense competition based on pricing and quality of service. We also compete for business based on
breadth of service offerings. As companies, individuals and communities look for ways to be more sustainable, we are
promoting our comprehensive services that go beyond our core business of collecting and disposing of waste in order to
meet their needs.
Seasonal Trends
Our financial and operating results may fluctuate for many reasons, including period-to-period changes in the relative
contribution of revenue by each line of business, changes in commodity prices and general economic conditions. Our
operating revenues and volumes typically experience seasonal increases in the summer months that are reflected in second
and third quarter revenues and results of operations.
Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events
can significantly affect the operating results of the geographic areas affected. Extreme weather events may also lead to
supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount
of waste generated by their operations.
Conversely, certain destructive weather and climate conditions, such as wildfires in the Western U.S. and hurricanes
that most often impact our operations in the Southern and Eastern U.S. during the second half of the year, can increase our
revenues in the geographic areas affected as a result of the waste volumes generated by these events. While weather-related
and other event-driven special projects can boost revenues through additional work for a limited time, due to significant
start-up costs and other factors, such revenue can generate earnings at comparatively lower margins.
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Human Capital Resources
Employees
As of December 31, 2024, we had approximately 61,700 full-time employees across the U.S., Canada, Western
Europe, and India. Approximately 54,300 employees were located within the U.S. and 7,400 employees were located
outside of the U.S. Approximately 8,400 employees were employed in administrative and sales positions with the
remainder in operations. Approximately 9,900 of our employees are covered by collective bargaining agreements.
Additional information about our workforce can be found in our 2024 Sustainability Report at sustainability.wm.com,
which was issued prior to our acquisition of Stericycle and does not incorporate any aspects of the acquired operations.
Our 2024 Sustainability Report does not constitute a part of, and is not incorporated by reference into, this report or any
other report we file with (or furnish to) the SEC, whether made before or after the date of this Annual Report on Form 10- K.
People First Commitment
Our People First commitment means knowing that the daily contributions of our team members are what enable us to
play a vital role in the communities we serve. Our success depends upon effective leadership, the contributions of each
employee and our ability to give them the tools they need to safely execute their roles as well as to develop and excel in
their careers. As our industry and workforce evolve, we are focused on our imperatives of keeping our employees safe,
being an inclusive employer at all levels of our Company, managing employee turnover, increasing retention, succession
planning and development, and supporting employee experience, ongoing cultural integration and knowledge transfer. We
regularly focus on these objectives when managing our business.
We strive to be a workplace of choice through competitive pay, comprehensive benefits for long-term financial and
personal health and opportunities for growth across our ranks. "We Are WM" is our Employer Value Proposition, grounded
in our People First commitment and shared through a framework that enables us to demonstrate that we are (i) investing
in our teams by providing comprehensive benefits; (ii) committed to the growth of our team by providing state-of-the-art
trainings and our education benefit, Your Tomorrow, as further discussed under Compensation and Benefits;
(iii) performing essential and meaningful work and (iv) working for a sustainable tomorrow by leaving the world a better
place than we found it. Being an employer of choice is critical to our efforts to attract and retain a high-quality workforce,
while motivating us to sharpen our focus on our values that help us empower and develop good employees. By promoting
from within and offering training and experiential opportunities, we help employees maximize their effectiveness and
grow in their careers.
Safety as a Core Value
At the Company, safety is a core value, with no compromise. A large number of our employee population work as
drivers, heavy equipment operators and sorters, which are essential jobs that carry inherent risks. For nearly 20 years, we
have engaged employees on safety to continually improve our culture and performance. As part of those efforts, in 2023
we developed and implemented a new safety vision for WM, which seeks to ensure that our employees make health and
safety the foundation of their work, guiding each step they take. Our safety commitment is to value every voice, protect
our communities, and work to enable everyone to get home safe, every day. Employees learn safety best practices through
new-hire training, onboarding programs and ongoing training. To build upon lessons learned in training, we conduct
structured observations of frontline employees that cover all aspects of our collection and post-collection operations,
including driving, loading, unloading, lifting and lowering and arriving prepared for work. In 2023, the Company
announced a safety goal focused on reduction of our Total Recordable Incident Rate (“TRIR”) by 3% annually, targeting
TRIR of 2.0 annually by 2030. TRIR measures the number of injuries occurring per 100 employees per year (number of
injuries per 200,000 hours). Our TRIR as of December 31, 2024 was 3.23. While our overall results in 2024 did not
demonstrate targeted progress toward the 2030 goal, we were able to determine that the number of incidents is
meaningfully improving for our core operations, though these improvements have been offset by the impacts of acquisition
activity as well as a significant reduction in work hours from an improvement in driver retention and operational efficiency.
We often find that the discipline and culture of the Company benefit acquired businesses. Accordingly, while there can be
short-term impacts from acquisitions on measures such as TRIR, we are confident that the time and resources dedicated
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to pursuing our safety commitment have us on track for continued progress in the years ahead. The Company reduced
overall (5.8%), OSHA recordable (2.2%), and Lost Time (2.4%) injuries in 2024 and remains focused on the prevention
of serious injuries.
Cultivating Belonging
We embrace and cultivate respect, trust, open communications and diversity of thought and people. We are committed
to fostering an environment where all team members feel welcomed, valued and seen. Our commitment to a culture of
belonging is reflected in the diverse backgrounds of our Board of Directors and senior leadership team and in our overall
workforce in the U.S., which is comprised of individuals of all ethnicities and genders. Additional information about our
workforce can be found in our 2024 Sustainability Report at sustainability.wm.com. We are proud of what we have been
able to achieve so far, and we will continue to strive to further embed a culture of belonging within the Company. To
enable us to achieve a workplace where all feel welcomed and valued, we are committed to evaluating our policies,
practices and procedures, recruitment and partnerships to ensure that our efforts are fair, sustainable and tied to our business
strategy.
Learning and Development
We offer expansive learning and development solutions to meet the development needs of our people and support
opportunities for growth and improvement. Our talent management strategy is designed to reach employees at all levels.
Given the wide variety of employee roles and skill sets in our Company, our training and development programs are varied
but generally fall into the following categories: (i) compliance, including Code of Conduct and cybersecurity training;
(ii) safety; (iii) environmental excellence; (iv) professional development and leadership and (v) job-specific.
Compensation and Benefits
The objective of our compensation and benefit programs is to attract, engage, reward and incentivize valuable
employees who will drive the successful execution of our strategy. We pay the full cost to provide employees with
short - term disability benefits, long-term disability benefits, basic life insurance for the employee and their dependents,
and employee and family assistance benefits. The costs for medical and dental coverage are shared with employees, with
the Company paying for a majority of the premium expense. The Company offers other important benefits such as paid
vacation and holidays, mental health services, legal services, flexible spending accounts, dependent care assistance,
adoption assistance, employee discounts and student loan refinancing services. We also recognize the value of learning
beyond the workplace. Our education benefit, Your Tomorrow, pays benefits-eligible employees’ and dependents’ tuition
for a broad range of four-year college degree programs, as well as programs such as high-school equivalency and, for
employees, other certificate programs and graduate degrees. We also provide plans to help employees save for their future
for example, through our 401(k) retirement savings plan. Refer to Note 9 to the Consolidated Financial Statements for
additional information on our employee benefit plans.
Financial Assurance and Insurance Obligations
Financial Assurance
Municipal and governmental waste service contracts generally require contracting parties to demonstrate financial
responsibility for their obligations under the contract. Financial assurance is also a requirement for (i) obtaining or
retaining disposal site or transfer station operating permits; (ii) supporting certain variable-rate tax-exempt debt and
(iii) estimated final capping, closure, post-closure and environmental remedial obligations at many of our landfills. We
establish financial assurance using surety bonds, letters of credit, insurance policies, trust and escrow agreements and
financial guarantees. The type of assurance used is based on several factors, most importantly: the jurisdiction, contractual
requirements, market factors and availability of credit capacity.
Surety bonds and insurance policies are supported by either (i) a diverse group of third-party surety and insurance
companies; (ii) an entity in which we have a noncontrolling financial interest or (iii) a wholly-owned insurance captive,
the sole business of which is to issue surety bonds and/or insurance policies on our behalf. Letters of credit generally are
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supported by our long-term U.S. and Canadian revolving credit facility (“$3.5 billion revolving credit facility”) and other
credit lines established for that purpose.
Insurance
We carry a broad range of insurance coverages, including health and welfare, general liability, automobile liability,
workers’ compensation, real and personal property, directors’ and officers’ liability, pollution legal liability, cyber incident
liability and other coverages we believe are customary to the industry. Our exposure to loss for insurance claims is
generally limited to the per-incident deductible under the related insurance policy and any amounts that exceed our insured
limits. We use a wholly-owned insurance captive to insure the deductibles for our general liability, automobile liability
and workers’ compensation claims programs. We do not expect the impact of any known casualty, property, environmental
or other contingency to have a material impact on our financial condition, results of operations or cash flows. Our estimated
insurance liabilities as of December 31, 2024 are summarized in Note 10 to the Consolidated Financial Statements.
Regulation
Overview
Our business is subject to extensive and evolving laws and regulations pertaining to environmental protection, health,
safety, land use, zoning, transportation, ethical business conduct, data privacy and security, and other related and similar
subjects. These laws and regulations are administered by the EPA, Environment and Climate Change Canada (“ECCC”),
and various other agencies at the federal, state, provincial, regional and local level in the U.S., Canada and other
international jurisdictions in which we operate. Many of these agencies regularly examine our operations to monitor
compliance with applicable laws and regulations and have the power to enforce compliance, obtain injunctions or impose
civil or criminal penalties in cases of violations.
Our business primarily involves the collection, transport, handling, treatment, destruction, and other processing and
management of solid waste, medical waste, controlled substances waste, hazardous waste, organics, and recyclables in an
environmentally sound manner. A significant amount of our capital expenditures is related, either directly or indirectly, to
compliance with applicable laws and regulations, including environmental protection measures. With the acquisition of
Stericycle, we have increased our exposure to international jurisdictions, primarily Western Europe, and we are subject to
additional laws and regulations in the U.S. and internationally concerning transportation, management and disposal or
destruction of medical waste streams, including regulations that govern the definition, generation, segregation, handling,
packaging, transportation, treatment, storage and disposal or destruction of medical waste and controlled substances waste,
along with extensive recordkeeping and documentation requirements. Additionally, Stericycle’s secure information
destruction services are subject to additional laws and regulations regarding proper handling and protection of personal
and confidential information.
There are costs associated with siting, design, permitting, construction, operating, monitoring, site maintenance,
corrective actions, financial assurance and closure and post-closure obligations at our facilities. In connection with the
acquisition, development or expansion of a waste management or disposal facility, recycling facility, compost facility,
transfer station, processing facility, or landfill gas - to - energy facility, or the transport, handling, treatment and disposal or
destruction of various waste streams, we must often spend considerable time, effort and money to obtain and maintain
required permits and approvals. There are no assurances that we will be able to obtain or maintain permits or other required
governmental approvals. Once obtained, permits are subject to renewal, modification, suspension or revocation by the
issuing authority. Permit issuance or renewal may also be subject to public participation or other governmental reviews
and may be subject to challenges and delays. Compliance with current regulations and future requirements could require
us to make significant capital and operating expenditures. However, most of these expenditures are made in the normal
course of business and do not place us at a competitive disadvantage.
The regulatory environment in which we operate is influenced by changes in governmental administrations and
leadership. The priorities set forth under the prior U.S. presidential administration, for example, were generally in favor
of increasing regulation, while the new administration is generally anticipated to reverse course on many regulatory
policies. The new administration has called for substantial changes to areas of foreign trade policy and has generally
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appeared to be in favor of reducing regulation, including environmental regulation. We do not know what impact the
change in U.S. presidential administration will have on specific regulatory policies impacting our industry and our
Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.
Reduction of regulation may have a favorable impact on our operating costs, but the extensive environmental regulation
applicable to our industry is also a barrier to rapid entry that benefits our Company. Moreover, the risk reduction provided
by appropriate regulation is valuable to our customers and the communities we serve. Significant new restrictions and
tariffs on foreign trade could have a negative impact on our recycling export business and our cross-border commerce,
particularly with Canada, and could increase the cost of certain equipment and other materials used in our operations that
we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth
strategy. It is likely that some policies adopted by the new administration will benefit us and others will negatively affect
us.
In 2024, the U.S. Supreme Court issued a number of decisions that will affect the future of federal regulation, including
Loper Bright Enterprises v. Raimondo. The Loper decision overturned the Chevron doctrine, which had held that a court
must give deference to a regulatory agency’s reasonable interpretation of an ambiguous statute the agency implements.
The full impact of that decision is not yet known, but at a minimum, our operations could face increased regulatory
uncertainty in connection with legal challenges to agency actions and rulemakings impacting our industry.
Federal Regulation
Certain key U.S. federal statutes affecting our business are summarized below:
•
The Resource Conservation and Recovery Act of 1976 (“RCRA”), as amended, regulates handling, transporting
and disposing of hazardous and non-hazardous waste and delegates authority to states to develop programs to
ensure the safe disposal of solid waste. Landfills are regulated under Subtitle D of RCRA, which sets forth
minimum federal performance and design criteria for solid waste landfills, and Subtitle C of RCRA, which
establishes a federal program to manage hazardous wastes from cradle to grave. These regulations are typically
implemented by the states, although states can impose requirements that are more stringent than the federal
standards. We incur costs in complying with these standards in the ordinary course of our operations.
•
The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as
amended, which is also known as Superfund, provides for federal authority to respond directly to releases or
threatened releases of hazardous substances into the environment that have created actual or potential
environmental hazards. CERCLA’s primary means for addressing such releases is to impose strict liability for
cleanup of disposal sites upon current and former site owners and operators, generators of the hazardous
substances at the site and transporters who selected the disposal site and transported substances thereto. Liability
under CERCLA is not dependent on the intentional release of hazardous substances; it can be based upon the
release or threatened release of hazardous substances, even resulting from lawful, unintentional and attentive
action, as the term is defined by CERCLA and other applicable statutes and regulations. The EPA may issue
orders requiring responsible parties to perform response actions at sites, or the EPA may seek recovery of funds
expended or to be expended in the future at sites. Liability may include contribution for cleanup costs incurred
by a defendant in a CERCLA civil action or by an entity that has previously resolved its liability to federal or
state regulators in an administrative or judicially-approved settlement. Liability under CERCLA could also
include obligations to a potentially responsible party (“PRP”) that voluntarily expends site clean-up costs. Further,
liability for damage to publicly-owned natural resources may also be imposed. We are subject to potential liability
under CERCLA as an owner or operator of facilities at which hazardous substances have been disposed and as a
generator or transporter of hazardous substances disposed of at other locations.
•
The Federal Water Pollution Control Act of 1972, as amended, known as the Clean Water Act, regulates the
discharge of pollutants into streams, rivers, groundwater, or other surface waters from a variety of sources,
including solid and hazardous waste disposal sites. If our operations discharge any pollutants into federally
protected surface waters, the Clean Water Act requires us to apply for and obtain discharge permits, conduct
sampling and monitoring, and, under certain circumstances, reduce the quantity of pollutants in those discharges.
The EPA also requires landfills and other waste-handling facilities to obtain storm water discharge permits, and
if a landfill or other facility discharges wastewater through a sewage system to a publicly-owned treatment works,
the facility must comply with discharge limits imposed by the treatment works. Further, before the development
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or expansion of a landfill can alter or affect certain “wetlands,” a permit may have to be obtained providing for
mitigation or replacement wetlands. The Clean Water Act provides for civil, criminal and administrative penalties
for violations of its provisions.
•
The Clean Air Act of 1970, as amended, provides for federal, state and local regulation of the emission of air
pollutants. Many of our operations, including many municipal solid waste (“MSW”) landfills and landfill gas-to-
energy facilities, are subject to regulations implemented under the Clean Air Act, including new source
performance standards, emission guidelines and national emission standards for hazardous air pollutants. These
regulations impose performance standards to minimize air emissions from regulated MSW landfills, subject those
landfills to certain operating permit requirements under Title V of the Clean Air Act and, in many instances,
require installation of landfill gas collection and control systems to control emissions or to treat and utilize landfill
gas on- or off-site. Our vehicle fleet also must adhere to regulations implemented under the Clean Air Act, which
authorizes the EPA to mandate controls on air pollution from mobile sources.
•
The Occupational Safety and Health Act of 1970, as amended, establishes certain employer responsibilities,
including maintenance of a workplace free of recognized hazards likely to cause death or serious injury,
compliance with standards promulgated by the Occupational Safety and Health Administration, and various
reporting and record keeping obligations as well as disclosure and procedural requirements. Various standards
for notices of hazards, personal protective equipment, safety in excavation and demolition work, exposure to
bloodborne pathogens, and the handling of asbestos, may apply to our operations.
•
The Department of Transportation and the Occupational Safety and Health Administration, along with other
federal agencies, have jurisdiction over certain aspects of hazardous materials and hazardous waste, including
safety, movement and disposal. Certain waste (including medical waste) is subject to roadside inspections that
have a cumulative effect on our compliance history and require us to remain in good standing so as not to
jeopardize certain permits. Various state and local agencies with jurisdiction over disposal of hazardous and
medical waste may seek to regulate movement of such materials in areas not otherwise preempted by federal law.
•
Our service offerings for the collection, treatment, disposal and destruction of controlled substances waste and
medical waste, from both the healthcare industry and individual consumers, are subject to numerous laws and
regulations issued by various regulatory agencies, including the U.S. Drug Enforcement Administration (“DEA”).
These regulations typically require our facilities to obtain licenses or registrations, and meet certain other
requirements in order to collect, transport, treat and dispose of controlled substances. These regulations include
significant requirements for security, recordkeeping and reporting. Registrations and licenses must be kept
current, or periodically renewed, and facilities may be subject to inspection or enforcement.
Our operations are primarily in the U.S.; however, Canada and other countries in which we operate have various
environmental, safety, health, transportation and materials handling laws and regulations that we must comply with in the
ordinary course of our business.
State, Provincial, Regional and Local Regulations
There are also various state, provincial, regional and local regulations, in the U.S. and internationally, that affect our
operations and may require a specific operating plan. Many jurisdictions in which we operate have their own laws and
regulations governing solid waste disposal, including for hazardous wastes, medical wastes and controlled substances
wastes; water and air pollution; and, in most cases, releases and cleanup of hazardous substances and liabilities for such
matters. Many governmental organizations have also adopted regulations governing the design, operation, maintenance
and closure of landfills, transfer stations, incineration facilities and processing facilities, and laws governing where
recyclable materials can be sold.
Our landfill operations are affected by the increasing preference for alternatives to landfill disposal. Many state and
local governments mandate recycling and waste reduction at the source and prohibit the disposal of certain types of
materials at landfills, such as recyclable materials (cardboard, bottles and cans), yard waste, food waste and electronics.
The number of governments with recycling and diversion requirements and disposal bans continues to grow, while the
logistics and economics of recycling or processing many of these items remain challenging. In addition, regulations
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requiring the diversion of organic wastes away from landfills could have the effect of decreasing the amount of landfill
gas produced over time in our landfills, negatively impacting our WM Renewable Energy segment.
Various states have enacted, or are considering enacting, laws that restrict or discourage the disposal of solid waste
generated outside the state. While laws that overtly discriminate against out-of-state waste have been found to be
unconstitutional, some laws that are less overtly discriminatory have been upheld in court. From time to time, the U.S.
Congress has considered legislation authorizing states to adopt regulations, restrictions, or taxes on the importation of
out - of-state or out-of-jurisdiction waste. Additionally, several state and local governments have enacted “flow control”
regulations, which attempt to require that all waste generated within the state or local jurisdiction be deposited at specific
sites, which has been upheld by the U.S. Supreme Court for waste directed to facilities owned by the local government.
The U.S. Congress’ adoption of legislation allowing restrictions on interstate transportation of out-of-state or
out - of - jurisdiction waste or certain types of flow control, or courts’ interpretations of interstate waste and flow control
legislation, could adversely affect our solid waste, hazardous waste, medical waste and controlled substances management
services.
Many governmental organizations have enacted “fitness” laws that allow the agencies that have jurisdiction over
waste services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s
compliance history. Some governmental organizations also consider the compliance history of the parent, subsidiaries or
affiliated companies, in addition to the applicant or permit holder. These laws authorize the agencies to make
determinations of an applicant’s or permit holder’s fitness to be awarded a contract to operate, and to deny or revoke a
contract or permit because of unfitness, unless there is a showing that the applicant or permit holder has been rehabilitated
through the adoption of various operating policies and procedures put in place to assure future compliance with applicable
laws and regulations. While fitness laws can present potential increased costs and barriers to entry into market areas, these
laws have not, and are not expected to have a material adverse impact on our business as a whole.
The EPA does not regulate medical waste at the federal level, resulting in a lack of uniformity of applicable laws and
regulations. States have adopted their own regulations related to the handling, treatment and storage of medical waste,
with many states following requirements similar to the Medical Waste Tracking Act of 1988, a U.S. federal law concerning
disposal of biological material that expired in 1991. Other states have placed medical waste regulations within solid waste
regulations. Further, while the Canadian Council of Ministers of the Environment has promulgated the Guidelines for the
Management of Biomedical Waste in Canada, these are not enforceable unless adopted by provincial legislation or
municipal by-laws, and local by-laws may be more stringent than such guidelines.
Recent Developments and Focus Areas in Policy and Regulation
Climate and Sustainability
Jurisdictions are increasingly taking action to reduce greenhouse gas (“GHG”) emissions through a broad range of
climate policies. Landfills are one of the focal points for advancing climate-related goals, and we are actively working
with policymakers to promote recognition of the significant reductions in GHG emissions that our industry already has
achieved and the work being done to further measure and reduce emissions, the challenges associated with quantifying
landfill emissions precisely, and the role of our sector in providing an essential, and highly regulated, public service.
We are closely monitoring the evolving capabilities of ground, aerial and satellite-based methane detection and
monitoring systems and conducting our own research at several landfills to assess accuracy and reliability of various
methane measurement technologies for applicability to our operations. We also continue to expand our work with various
private and government entities employing such technologies at our sites, and we are actively engaged with the EPA, the
ECCC, state agencies, nongovernmental organizations and environmental stakeholders on the implications of the changing
landscape for the waste industry and potential future regulation. Continued dialogue, engagement and collaboration with
these regulatory agencies will be important, as both the EPA and the ECCC are evaluating landfill emissions standards
that may require the application of various emerging methane measurement technologies and plan to develop methods and
standards for such measurement technologies. The EPA has indicated that methane emissions from landfills will remain a
focus of its expanded National Enforcement and Compliance Initiatives through 2027 and has announced its intent to
propose updated performance standards for new and existing landfills. While we cannot predict what regulations will result
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from these initiatives, these developments could result in increased compliance costs and adversely affect our operations.
Specifically, these various regulatory actions could result in changes to how we have historically reported GHG emissions
and may result in increases in such emissions reported for our operations. For example, in August 2024, the EPA released
revised emission factors for the reporting of methane emissions from landfills that would, amongst other matters, result in
increased reported emissions from flares and other equipment and processes. Industry groups have filed legal challenges
to the EPA’s updated emission factors.
In light of regulatory and business developments related to concerns about climate change, we have identified strategic
business opportunities to provide our public and private sector customers with sustainability-related solutions intended to
help reduce their carbon footprint. We assess customer demand for and opportunities to develop waste services with
potential to avoid lifecycle emissions, such as waste reduction, increased recycling, composting and conversion of landfill
gas and discarded materials into renewable energy. We use carbon lifecycle assessment tools in evaluating potential new
services and in establishing the value proposition that makes us attractive as an environmental service provider. We are
active in support of public policies that encourage development and use of lower carbon energy and waste services that
can lower lifecycle carbon footprints. We understand the importance of broad stakeholder engagement in these endeavors
and actively seek opportunities for public policy discussion on how materials management practices can be more
sustainable. In addition, we work with stakeholders at the federal, state, and provincial level in support of legislation that
encourages production and use of renewable, lower-carbon fuels and electricity.
The nature, scope, and complexity of matters that our Company must assess, quantify and disclose are expanding due
to current, proposed, and recently enacted governmental reporting requirements pertaining to sustainability and climate-
related risks and other topics. Such topics include water usage, waste production, labor, human capital, environmental
justice, cybersecurity, privacy and risk oversight. For example, in September 2024, the California Governor signed into
law amendments to the 2023 California Climate Corporate Data Accountability Act and the Climate-Related Financial
Risk Act, which among other things, requires the disclosure of Scope 1, 2, and 3 GHG emissions and other climate-related
risks consistent with the framework established by the Task Force on Climate-Related Financial Disclosures. We will be
required to begin making disclosures of our Scope 1 and 2 GHG emissions in compliance with certain of these requirements
in 2026, and Scope 3 GHG emissions disclosures will be required beginning in 2027. Additional U.S. states are in various
stages of considering adoption of similar GHG-related disclosure requirements. In March 2024, the SEC also adopted final
rules that would require registrants to include certain climate-related disclosures in their registration statements and
periodic reports including, but not limited to, information about our governance and management of climate-related risks
and metrics pertaining to emissions data and climate-related targets and goals. The SEC voluntarily stayed implementation
of these rules indefinitely, pending judicial review of ongoing legal challenges. Furthermore, beginning as early as 2026,
we may be subject to certain reporting requirements in the European Union under the Corporate Sustainability Reporting
Directive (“CSRD”), which requires in-scope companies to disclose extensive sustainability information, including risks
and opportunities arising from environmental and social matters, and the impact of their business on people and the
environment. These and other similar laws and regulations could result in increased compliance costs and affect the results
of our operations and financial position. Such similar laws and regulations could also increase our litigation risks or may
increase risks related to our reputation or goodwill, as we cannot predict how disclosures under these laws may be
perceived or interpreted by our customers and stakeholders. Methodology and timelines for mandatory reporting
requirements may be inconsistent with requirements enacted by other governmental entities, including with respect to
measuring emissions and requiring a determination of “materiality” that may differ from traditional disclosure
requirements under U.S. federal securities laws. Such inconsistency could further increase costs and divert management
time and attention.
Our industry faces challenges to implement these rapidly developing disclosure requirements, as well as the risk of
enforcement actions by governmental and regulatory agencies for noncompliance. Significant expenditures and
commitment of time by management, employees and consultants is involved in developing, implementing and overseeing
policies, practices, additional disclosures and internal controls related to environmental and sustainability risk and
performance. Public statements with respect to sustainability matters are becoming increasingly subject to heightened
scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading
information or false claims overstating potential sustainability benefits. We are aware that non-governmental organizations
and other private actors have filed lawsuits against companies under various securities and consumer protection laws
alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.
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Consistent with our Company’s long-standing commitment to sustainability and environmental stewardship, we have
published our 2024 Sustainability Report, providing details on our sustainability-related performance and outlining
progress towards our 2030 sustainability goals. The Sustainability Report conveys the strong linkage between the
Company’s sustainability goals and our growth strategy, inclusive of the planned and ongoing expansion of the Company’s
Recycling Processing and Sales and WM Renewable Energy segments. The information in this report can be found at
sustainability.wm.com but it does not constitute a part of, and is not incorporated by reference into, this Annual Report on
Form 10-K. The Company also participates in a number of voluntary reporting programs and frameworks that provide
further transparency on our commitment to sustainability.
PFAS
Federal and state governments have increased their focus on efforts to safeguard communities from the potentially
harmful effects associated with per- and polyfluoroalkyl substances (“PFAS”). PFAS are a large group of chemicals that
have been used in industrial and consumer products since the 1940s, including in products as diverse as carpets, paints and
stains, water - resistant clothing and fabrics, nonstick cookware, food packaging, and firefighting chemicals. Possible
human health effects of exposure to certain PFAS compounds may include low infant birth weights, immune system
impacts, or cancer.
There are a number of risks related to PFAS that could impact our business, and the EPA has prioritized PFAS-related
issues in recent years. For example, in 2021, the EPA released its PFAS Strategic Roadmap, providing a high - level
overview of activities that the agency intends to take to safeguard public health, protect the environment and hold polluters
accountable. These actions include establishing drinking water standards, evaluating landfill discharges of PFAS in
leachate, finalizing new risk assessments and test procedures and updating guidance on PFAS disposal and destruction
options. In April 2024, the EPA finalized the designation of two PFAS compounds (perfluorooctanoic acid (PFOA) and
perfluorooctanesulfonic acid (PFOS)) as hazardous substances under CERCLA. We are actively working with both
Congress and the EPA to provide landfills and other essential public services with relief from CERCLA liability and
instead hold accountable manufacturers and heavy users of these compounds. Without such relief, we may face increased
exposure to remediation and litigation costs associated with properties that the EPA may designate as CERCLA sites due
to the presence of PFAS. Additionally, in April 2024, the EPA announced the final National Primary Drinking Water
Regulation for six PFAS compounds and established legally enforceable maximum contaminant levels, as well as non-
enforceable maximum contaminant level goals for these PFAS compounds. We expect that there could be continued efforts
to regulate or impose liability with respect to PFAS at the federal level. At the state level, an increasing number of
jurisdictions have enacted new drinking water, surface water and/or groundwater limits for various PFAS compounds,
which has led to a patchwork of PFAS standards across the U.S. Compliance with new and future state and federal PFAS
standards is anticipated to result in additional expense to the Company, but such standards are also anticipated to present
potential business opportunities in the area of PFAS management, treatment and disposal.
Recycling; Foreign Import and Export Regulations and Material Restrictions
Regulations affecting, and in some cases restricting, the international flow of certain recyclables have led to a
reduction in export activity for such recyclables, as well as higher quality requirements, and higher processing costs. We
do not ship plastics collected on our residential recycling routes and processed at our single stream recycling facilities to
locations outside of North America; however, current and developing international regulations may limit our ability to
export other commodities, including certain plastics. Additionally, the new U.S. presidential administration has called for
substantial changes to foreign trade policy. Significant new restrictions and tariffs on foreign trade could have a negative
impact on our recycling export business and could increase the cost of certain equipment and other materials used in our
operations that we procure from outside the U.S., including certain equipment used to implement our sustainability growth
strategy.
Prices and demand for recyclables fluctuate. We have discussed our sustainability growth strategy that includes
planned and ongoing investments in our recycling business to increase automation and reduce labor dependency. Such
investments are also targeted at addressing increases in regulatory- and customer-driven quality requirements for
commodities. These investments increase our exposure to commodity price fluctuations. We mitigate some of the effects
of price fluctuation through the contract terms pursuant to which we sell commodities, such as floor pricing. Additionally,
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future regulation, tariffs, international trade policies or other initiatives, including extended producer responsibility
regulations, minimum recycled content laws, container deposit laws, or regulations addressing climate change or GHG
emissions, may impact supply and demand of material, or increase operating costs, which could impact the profitability of
our recycling operations.
With a heightened awareness of the global problems caused by plastic waste in the environment, and actual or
perceived risks for human health, many governments have passed ordinances banning certain types of plastics from sale
or use. The most common materials banned include plastic bags and straws, polystyrene plastic and some types of single
use packaging. These bans have resulted in increased pressure by manufacturers for our recycling facilities to accept a
broader array of materials in curbside recycling and composting programs to alleviate public pressures to ban the sale of
those materials. However, with no or limited viable end markets for many of these materials, we and other recyclers are
working to educate and remind customers of the need for end market demand and economic viability to support the
inclusion of certain materials in recycling programs. We are also making investments in end markets to support the
collection and processing of some of these materials. With increased focus on responsible management of plastics, our
procurement team has taken a proactive approach to help ensure environmental sustainability goals are prioritized in
managing the products we buy.
Extended Producer Responsibility
Regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many
places around the world, including in certain states in the U.S. and provinces in Canada. EPR regulations are designed to
place either partial or total responsibility on producers of consumer-packaged goods and other products to fund the post-
use life cycle of the products and packaging they create. Along with the funding responsibility, producers may be required
to undertake additional responsibilities, such as taking over management of local recycling programs by taking back their
products from end users or managing the collection operations and recycling processing and marketing infrastructure.
During periods of economic difficulty, governmental entities have increased their interest in implementing EPR regulations
to reduce municipal spending on recycling programs. There is no federal law establishing EPR in the U.S. or Canada;
however, governments could take, and in some cases have taken, steps to implement EPR regulations for packaging,
including traditional recyclables such as cardboard, bottles and cans. If wide-ranging EPR regulations were adopted, or
other recycling-related regulations like container deposit laws were widely adopted, they could significantly impact the
waste, recycling and other streams we manage, including with respect to quality and volume, and how we operate our
business, including contract terms and pricing.
Tax Legislation
The Inflation Reduction Act of 2022 (“IRA”) contains several tax-related provisions, including with respect to
(i) alternative fuel tax credits; (ii) tax incentives for investments in renewable energy production, carbon capture, and other
climate actions and (iii) the overall measurement of corporate income taxes. Given the complexity and uncertainty around
the applicability of the legislation to our specific facts and circumstances, we continue to analyze the IRA provisions to
identify and quantify potential opportunities and applicable benefits included in the legislation. The provisions of the IRA
related to alternative fuel tax credits secured approximately $60 million of annual pre-tax benefit (recorded as a reduction
in our operating expense) from tax credits in 2023 and 2024. The alternative fuel credit expired at the end of 2024 and will
not provide any future benefit to the Company absent further legislative action. With respect to the investment tax credit,
we expect the cumulative benefit to be between $300 million and $400 million, a large portion of which is anticipated to
be realized in 2024 through 2026. The expected benefit from the investment tax credit for 2025 and 2026 is dependent on
a number of estimates and assumptions, including the timing of project completion. Finally, we expect that the production
tax credit incentives for investments in renewable energy and carbon capture, as expanded by the IRA, will likely result
in an incremental benefit to the Company, although at this time, the anticipated amount of such benefit has not been
quantified due, in part, to the lack of regulatory guidance.
Investment in Natural Gas Vehicles and Infrastructure
We operate a large fleet of natural gas vehicles, and we plan to continue to invest in these assets for our collection
fleet. Natural gas fueling infrastructure is not yet broadly available in the U.S. and Canada; as a result, we have constructed
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and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties. There is
increasing pressure to reduce the use of fossil fuel in the heavy-duty truck industry, and some regulatory bodies are
pursuing requirements for using alternative engine technology, such as electric powered vehicles, rather than natural gas
or diesel vehicles. This is resulting in regulatory actions to advance the adoption of zero-emission vehicles and a shift
away from tax incentives and grants for natural gas trucks and RNG infrastructure. For example, in April 2024, the EPA
established new GHG emissions standards applicable to heavy-duty vehicles that rely on increased deployment of electric
vehicles to meet declining emissions targets. California is also at various stages of regulation that would require heavy-
duty vehicle fleets to phase-in zero-emissions vehicles. The extent to which states adopt standards similar to California’s
into their own regulatory frameworks could accelerate the industry-wide adoption of electric powered vehicles. The full
impact of these standards and regulations is uncertain, as several of the specific regulations are the subject of legal
challenge, and could impact our long-term vehicle fleet strategies.
Current options for heavy-duty electric powered vehicles lack sufficient range, recharging infrastructure and
efficiency and proven experience for our operations, but we are proactively engaging in pilots of electric powered
heavy - duty vehicles and anticipate that we could redirect future planned capital investments in our fleet toward these assets
when the vehicles prove economically and operationally viable. We also are actively working with policymakers to help
them understand the challenges involving the electrification of heavy-duty collection vehicles. If regulation requires
widespread adoption of electric powered vehicles before the technology improves, we may suffer operational inefficiencies
and incur higher operating costs. Regulation mandating an accelerated transition to electric powered vehicles would
increase our cost to acquire vehicles needed to service our customers, and capital investment required to establish sufficient
charging infrastructure could be significant. Additionally, the investments we have made in an industry-leading natural
gas fleet and infrastructure could be impaired. Tax incentives and grants that advance the adoption of zero-emissions
vehicles and lead to a shift away from natural gas trucks and RNG infrastructure would likely also negatively impact our
investments in landfill gas-to-energy facilities.
WM Renewable Energy
In recent years, we have discussed our sustainability growth strategy that includes significant planned and ongoing
investments in our WM Renewable Energy segment. We have invested, and continue to invest, in facilities to capture
methane produced from the Company’s landfills and process it into RNG and electricity. RNG produced from our landfills
constitutes a significant source of fuel allocated to our natural gas collection vehicles. The primary drivers of renewable
fuel development at our landfills are tax policies, such as the federal tax credits for RNG production and renewable
electricity generation under the IRA, and federal and state incentive programs, such as the federal Renewable Fuel Standard
(“RFS”) program, California Low Carbon Fuel Standard and similar state programs that promote the production and use
of renewable transportation fuels. At the federal level, oil refiners and importers are required through the RFS program to
blend specified volumes of various categories of renewable transportation fuels with gasoline or buy credits, referred to as
Renewable Identification Numbers (“RINs”), from renewable fuel producers. Many of our facilities are EPA-registered
producers of transportation fuel making compressed and liquefied RNG from landfill biogas, which qualifies as a cellulosic
biofuel under the RFS program. The Company has invested, and continues to invest, in facilities that capture and process
landfill gas into RNG so that we can participate in the RFS program, and the Company has grown and stated its intention
to continue to grow its asset base to increase its RNG production.
RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand. The
value of the RINs is set through a market established by the RFS program, which market has historically been very volatile.
Prior to 2022, the EPA had promulgated rules on an annual basis establishing refiners’ obligations to purchase RNG and
other cellulosic biofuels under the RFS program, which introduced a level of uncertainty into the renewable fuels and RINs
market. However, in 2023, the EPA issued a rule establishing biofuel blending volumes under the RFS program for
compliance years 2023 through 2025. The rule reflected the outsized role of biogas under the program, delivered on many
reforms that benefit the solid waste sector, and recognized the continued growth of the market for RNG in vehicle
applications. However, we cannot be certain that these changes, or the outcome of pending litigation challenging various
aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly
favorable to our business. The new U.S. presidential administration could seek to reduce existing renewable fuel targets
in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.
Moreover, consistent with its prior approach, the new administration may also increase the frequency with which it grants
24
small refinery exemptions from RFS program requirements. While we cannot predict what actions the new administration
may take with respect to the RFS program, any changes to existing or future renewable fuel targets or more frequent
approval of requests for small refinery exemptions could have a significant negative impact on demand for renewable fuels
and the value of RINs. In an effort to mitigate against such risk and stabilize our RNG portfolio, we are pursuing long-
term RNG sales transactions in the voluntary market. We continue to advocate for policies that could reduce the potential
for volatility in the RINs market and ensure long-term stability for renewable transportation fuels, as changes in the RINs
market or the structure of the RFS program can and has impacted the financial performance of our facilities. We are closely
working with state policymakers and non-governmental stakeholders to understand the role of RNG as a renewable energy
resource and in delivering GHG reductions.
The Company’s sustainability growth strategy also is informed by the increased adoption of state and Canadian clean
fuel standard programs, utility policies, and voluntary market demand for RNG in transportation and industrial
applications. Clean fuel standard programs, originally developed in California and subsequently adopted in Oregon,
Washington, and New Mexico, establish annual carbon intensity benchmarks for transportation fuels that decrease over
time. These programs operate similar to the RFS program in that certain regulated parties purchase credits from fuel
producers, including RNG producers, to meet their carbon intensity obligations. Like RINs, clean fuel standard program
credit values can fluctuate with policy and market dynamics. As such, we are advocating for existing programs to adopt
measures to promote stability in credit pricing and for other states to adopt similar programs that incentivize the growth in
RNG. We also are working closely with stakeholders to encourage the voluntary market for RNG demand, including utility
RNG procurement programs, and sustainability protocols, as companies and other customers increasingly look to reduce
their GHG emissions profiles. However, these state and voluntary programs may be altered, paused, or otherwise revoked
by the applicable governmental authorities or as result of legal challenges.
Environmental Justice
Governments are increasingly adopting requirements for environmental justice reviews as part of certain permitting
decisions. These policies generally require permitting agencies to give heightened attention to the potential for projects to
disproportionately impact low-income and minority communities. To that end, regulatory agencies have developed a
number of screening tools, such as the EPA’s EJScreen, to aid and support relevant regulatory bodies in implementing
various programs, such as permitting. Environmental justice considerations are also being increasingly adopted beyond
permitting actions; for example, in rulemaking and enforcement priorities. In August 2023, the EPA announced that it
would integrate environmental justice into each of its National Enforcement and Compliance Initiatives, and, in
November 2023, the agency published a draft update to its Technical Guidance for Assessing Environmental Justice in
Regulatory Analysis, which aims to provide agency analysts with the approaches and methods to use in evaluating
environmental justice concerns in regulatory actions. Our Company supports policies seeking to advance high standards
of environmental performance and the fair treatment of people of all races, cultures, and incomes, and we continue to
proactively engage with local communities. We are actively monitoring recent regulatory developments in this area,
particularly with respect to permitting, as additional conditions imposed on permitting decisions could increase the time
and cost involved to pursue and maintain necessary authorizations.
Privacy and Information Security Regulation
Various U.S. and international laws and regulations related to data privacy, the protection of confidential information
and secure information destruction services apply to our business. Applicable laws require businesses to provide notice
under certain circumstances to individuals whose personal information has been disclosed in a data breach. Regulatory
enforcement action concerning privacy and security is generally increasing, including significant fines imposed by
regulators. Secure handling and disposal of waste that may contain sensitive information may be subject to heightened
privacy requirements, and in the event of a breach, could result in regulatory penalties or wider enforcement action,
reputational harm, and financial liabilities.
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Item 1A. Risk Factors.
Our business, financial condition and results of operations are subject to numerous risks and uncertainties. You should
carefully consider the following risk factors in conjunction with “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” in Item 7 and our “Financial Statements and Supplementary Data” in Item 8. In
addition to the following risks, there may be additional risks and uncertainties that adversely affect our business,
performance, or financial condition in the future that are not presently known or are not currently believed to be material.
Strategy and Operational Risks
If we fail to implement our business strategy, our financial performance and our growth could be materially and
adversely affected.
Our future financial performance and success are dependent in large part upon our ability to implement our business
strategy successfully. Implementation of our strategy will require effective management of our operational, financial and
human resources and will place significant demands on those resources. See Item 1. Business for more information on our
business strategy. There are risks involved in pursuing our strategy, including the following:
•
Our employees, customers or investors may not embrace and support our strategy.
•
We may not be able to hire or retain the personnel necessary to manage our strategy effectively.
•
A key element of our strategy is yield management through focus on price leadership, which has presented
challenges to keep existing business and win new business at reasonable returns. The loss of volumes as a result
of price increases and our unwillingness to pursue lower margin volumes may negatively affect our cash flows
or results of operations. Additionally, we have in the past and may in the future face purported class action
lawsuits related to our customer service agreements, prices, surcharges and other mandated fees.
•
We may be unsuccessful in implementing our technology-led automation and optimization strategy and other
improvements to operational efficiency and such efforts may not yield the intended result.
•
We may not be able to maintain cost savings achieved, including through our automation and optimization efforts,
due to inflationary cost pressures or otherwise.
•
Strategic decisions with respect to our asset portfolio may result in impairments to our assets.
•
Execution of our strategy, including growth through acquisitions, such as our recent Stericycle acquisition, and
our planned and ongoing expansion of our Recycling Processing and Sales and WM Renewable Energy segments,
has caused, and may in the future, cause us to incur substantial additional indebtedness, which may divert capital
away from our traditional business operations and other financial plans, and may introduce additional risks and
volatility to our financial performance.
•
Our ability to make strategic acquisitions depends on our ability to identify desirable acquisition targets, negotiate
advantageous transactions despite competition for such opportunities, fund such acquisitions on favorable terms,
obtain regulatory approvals and realize the benefits we expect from those transactions.
•
Acquisitions, investments and/or new service offerings or lines of business may not increase our earnings in the
timeframe anticipated, or at all, due to difficulties operating in new markets or providing new service offerings
or lines of business, failure of technologies to perform as expected, failure to operate within budget, integration
issues, or regulatory issues and compliance costs, among others, and we may experience issues successfully
integrating acquisitions into our internal controls, operations, and/or accounting systems.
•
Integration of acquisitions and/or new services offerings or lines of business, such as our expansion into medical
waste, controlled substances waste and secure information destruction services, and additional expansion into
markets outside of North America has and would result in our business being subject to new laws and regulatory
regimes, resulting in greater exposure to risk of inadvertent noncompliance and additional compliance costs.
•
Liabilities associated with acquisitions, including ones that may exist only because of past operations of an
acquired business, may prove to be more difficult or costly to address than anticipated, and businesses or assets
we acquire may have undisclosed liabilities, despite our efforts to minimize exposure to such risks through due
diligence and other measures.
26
•
Supply chain, regulatory or permitting disruptions or delays could detrimentally impact the execution timeline
for our planned and ongoing expansions of our Recycling Processing and Sales and WM Renewable Energy
businesses.
•
We continue to seek to divest underperforming and non-strategic assets and operations if we cannot improve their
profitability. We may not be able to successfully divest underperforming and non-strategic assets and operations,
which could result in asset impairments or the continued operation of low-margin businesses.
In addition to the risks set forth above, implementation of our business strategy could be affected by other factors
beyond our control, such as increased competition, legal developments, government regulation, global geopolitical
instability, general economic conditions, including slower growth or recession, increased operating costs or expenses,
inflation, subcontractor costs and availability and changes in industry trends. We may decide to alter or discontinue certain
aspects of our business strategy at any time. Even if we are able to implement some or all of the initiatives of our business
strategy successfully, our operating results may not improve to the extent we anticipate, or at all.
We may not realize the strategic benefits and cost synergies anticipated from the Stericycle acquisition.
The benefits we expect to receive from the acquisition of Stericycle depend on the performance of the Stericycle
business and its ability to achieve financial and operational targets and strategic goals. The acquired Stericycle business,
which is now presented as our new WM Healthcare Solutions segment, is subject to numerous risks and uncertainties that
could cause performance to be materially different than we anticipate; such factors include, but are not limited to, decreases
in the volume of medical waste and controlled substances wastes or personal and confidential information collected from
customers; disruptions resulting from deployment of systems, including with respect to the implementation of Stericycle’s
enterprise resource planning system and billing and collection delays that Stericycle has experienced following the launch
of such system upgrade; changing market conditions in the healthcare industry; competition and demand for services for
the medical waste, controlled substances waste and secure information destruction industries; commodity price volatility;
changes in regulation of the collection, transportation, treatment and disposal or destruction of medical waste and
controlled substances waste or the proper handling and protection of personal and confidential information; the level of
government enforcement of regulations governing medical waste and controlled substances waste collection and treatment
or the proper handling and protection of personal and confidential information; and the outcome of pending, future or
settled litigation or investigations. Should the Stericycle business be unsuccessful in achieving financial and operational
targets and implementing the WM Healthcare Solutions business strategy, it could negatively impact our realization of
benefits from the acquisition, as well as our stock price and our future business and financial results.
The benefits that are expected to result from our acquisition of Stericycle also depend, in part, on our ability to realize
anticipated cost synergies. Our success in realizing these benefits and cost synergies, and the timing of this realization,
depends on the successful integration of the Stericycle business. There is a significant degree of difficulty and management
attention inherent in the process of integrating an acquisition of this size. The process of integrating operations could cause
business interruption and distraction. Some members of our management may be required to devote considerable time to
this integration process, which will decrease the time they will have to manage our Company, service existing customers,
attract new customers and develop new products or strategies. If management is not able to effectively manage the
integration process, including retention of key Stericycle personnel, or if any significant business activities are interrupted
as a result of the integration process, our business, financial condition and results of operations could suffer. The
acquisition of Stericycle may not result in realization of the benefits and cost synergies that we currently expect, and we
cannot guarantee that these benefits and cost synergies will be achieved within anticipated time frames or at all.
Additionally, we may incur substantial expenses in connection with the integration of the Stericycle business, which may
exceed expectations and offset certain benefits.
Our operations must comply with extensive existing regulations, and changes in regulations, including with respect
to emerging contaminants and extended producer responsibility, can restrict or alter our operations, increase our
operating costs, increase our tax liabilities, reduce revenues, or require us to make additional capital expenditures.
Stringent government regulations at the federal, state, provincial and local level in the U.S. and Canada, as well as
other international jurisdictions where we operate, have a substantial impact on our operations, and compliance with such
regulations is costly. See Item 1. Business – Regulation for additional information. Many complex laws, rules, orders and
interpretations govern environmental protection, health, safety, land use, zoning, transportation, ethical business conduct,
27
data privacy and security, and other related and similar subjects. Among other things, governmental regulations and
enforcement actions restrict our operations at times and may adversely affect our financial condition, results of operations
and cash flows by imposing conditions such as:
•
limitations on siting and constructing new waste disposal, destruction, transfer, recycling or processing facilities
or on expanding existing facilities;
•
limitations, regulations or levies on collection and disposal prices, rates and volumes;
•
limitations, bans, taxes or charges on the disposal, destruction or transportation of out-of-state waste or certain
categories of waste;
•
mandates regarding the management of solid waste, organics, medical waste, controlled substances waste and
other materials, including requirements to recycle, divert, destroy, or otherwise process certain waste, recycling
and other streams; or
•
limitations or restrictions on the recycling, processing or transformation of waste, recycling and other streams.
Regulations affecting the siting, design and closure of landfills require us, at times, to undertake investigatory or
remedial activities, curtail operations or close landfills temporarily or permanently. We have significant financial
obligations relating to final capping, closure, post-closure and environmental remediation at our existing landfills and we
establish accruals for these estimated costs. Expenditures could be accelerated or materially exceed our accruals due to
earlier than expected closure of landfills; the types of waste collected and manner in which it is transported and disposed
of, including actions taken in the past by companies we have acquired or third-party landfill operators; environmental
regulatory changes; new information about waste types previously collected, or other emerging contaminants. Similar
issues can also result in a significant increase in operating costs; for example, developments in recent years related to
management of per-and polyfluoroalkyl substances (“PFAS”) have increased our landfill operating costs. Federal and state
governments have increased their focus on efforts to safeguard communities from the potentially harmful effects associated
with PFAS. See Item 1. Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – PFAS
for additional information. We may face increased exposure to testing, remediation and litigation costs as a result of new
and emerging PFAS regulations and requirements.
Regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many
places around the world, including in certain states in the U.S. and provinces in Canada. EPR regulations are designed to
place either partial or total responsibility on producers of consumer-packaged goods and other products to fund the post-
use life cycle of the products and packaging they create. For additional information, See Item 1. Business – Regulation –
Recent Developments and Focus Areas in Policy and Regulation – Extended Producer Responsibility. A significant
reduction in the waste, recycling and other streams we manage, including with respect to quality and volume, could have
a material adverse effect on our financial condition, results of operations and cash flows.
Following our acquisition of Stericycle, we are subject to additional laws and regulations in the U.S. and
internationally concerning transportation, management and disposal or destruction of medical waste streams, including
regulations that govern the definition, generation, segregation, handling, packaging, transportation, treatment, storage and
disposal or destruction of medical waste and controlled substances waste, along with extensive recordkeeping and
documentation requirements. Additionally, Stericycle’s secure information destruction services are subject to additional
laws and regulations regarding proper handling and protection of personal and confidential information. Relaxation of
enforcement, government shutdowns, or other changes in governmental regulation of medical waste and controlled
substances waste and personal and confidential information could increase the number of competitors we face or reduce
or delay the need for these services.
Stericycle is, and has been, involved in government investigations, enforcement proceedings, private lawsuits and
other disputes alleging noncompliance with applicable regulations, including alleged noncompliance with the Controlled
Substances Act and other statutes involving its now-divested Domestic Environmental Solutions business of collecting,
transporting, and destroying controlled substances from retail customers. With the acquisition of Stericycle, these matters
may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative
penalties.
The new U.S. presidential administration has called for substantial changes to areas of foreign trade policy and has
generally appeared to be in favor of reducing regulation, including environmental regulation. We do not know what impact
the change in U.S. presidential administration will have on specific regulatory policies impacting our industry and our
Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.
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Reduction of regulation may have a favorable impact on our operating costs, but the extensive environmental regulation
applicable to our industry is also a barrier to rapid entry that benefits our Company. Significant new restrictions and tariffs
on foreign trade could have a negative impact on our recycling export business and our cross-border commerce,
particularly with Canada, and could increase the cost of certain equipment and other materials used in our operations that
we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth
strategy. It is likely that some policies adopted by the new administration will benefit us and others will negatively affect
us.
If we encounter regulatory compliance issues in the course of operating our business, we may experience adverse
publicity, which may intensify if such noncompliance results in legal liability. Any legal liability or adverse publicity from
such noncompliance may harm our reputation and result in difficulties in attracting new customers, or retaining existing
customers, which would negatively impact our results of operations and financial condition.
Our business is subject to operational and safety risks, including the risk of injury to employees and others.
Providing environmental and waste management services, including constructing and operating landfills, transfer
stations, processing facilities, recycling facilities and other disposal or destruction facilities, and landfill gas - to - energy
facilities, involves risks such as truck accidents, equipment defects, malfunctions and failures, and improper use of
dangerous equipment. Additionally, we closely monitor and manage landfills to minimize the risk of waste mass instability,
releases of hazardous materials, and odors that are sometimes triggered by weather or natural disasters. There are also risks
presented by the potential for subsurface heat reactions causing elevated landfill temperatures and increased production of
leachate, landfill gas and odors, and we have proactively incurred increased costs to manage leachate in response to this
risk. We build and operate natural gas fueling stations, some of which also serve the public or third parties. Operation of
fueling stations and landfill gas collection and control systems, as well as operation of heavy machinery and management
of flammable materials at our recycling facilities and transfer stations, involves additional risks of fire and explosion. The
Stericycle business requires handling of medical waste and controlled substances waste. Incidents such as truck accidents,
damaged or leaking containers, improper storage of medical waste and controlled substances waste, placement of
prohibited materials into the waste stream, or malfunctioning plant equipment could result in exposure to contaminated or
infectious waste or other hazardous materials.
Any of these risks could potentially result in injury, illness or death of employees and others. These risks could also
result in a need to shut down or reduce operation of facilities, increased operating costs and exposure to liability for
pollution, public nuisance, and other environmental damage, and property damage or destruction. While we seek to
minimize our exposure to such risks through comprehensive training, compliance and response and recovery programs, as
well as vehicle and equipment maintenance programs, if we were to incur substantial liabilities in excess of any applicable
insurance, our business, results of operations and financial condition could be adversely affected. Any such incidents could
also tarnish our reputation and reduce the value of our brand. Additionally, a major operational failure, even if suffered by
a competitor, may bring enhanced scrutiny and regulation of our industry, with a corresponding increase in operating
expense.
We may be unable to obtain or maintain required permits for our operations or expand existing permitted capacity at
our landfills, due to land scarcity, public opposition or otherwise, which can require us to identify disposal
alternatives, resulting in decreased revenue and increased costs.
Our ability to meet our financial and operating objectives depends in part on our ability to obtain and maintain the
permits, authorizations, approvals, certificates, and other governmental permissions necessary to operate landfill sites,
recycling facilities, compost facilities, processing facilities, landfill gas-to-energy facilities, incineration facilities and
transfer stations in the various jurisdictions in which we operate. Changes in applicable laws and regulations could require
us to obtain new permits or to change the way in which we operate our business. Even where permits are obtained, they
may contain conditions or restrictions that limit our ability to operate efficiently. Permits to build, operate and expand
solid waste management facilities, including landfills and transfer stations, have become more difficult and expensive to
obtain and maintain. Permits often take years to obtain as a result of numerous hearings and compliance requirements with
regard to zoning, environmental and other regulations. These permits are also often subject to resistance from citizen or
other groups and other political pressures. Local communities and citizen groups, adjacent landowners or governmental
agencies may oppose the issuance of a permit or approval we may need, allege violations of the permits under which we
currently operate or laws or regulations to which we are subjected, or seek to impose liability on us for alleged
environmental damage. Such actions could also impact our ability to do business by causing reputational harm. Our ability
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to receive permits is also impacted by land scarcity, particularly in densely populated areas. Diminishing disposal capacity,
typically in proximity to major metropolitan areas, sometimes requires us to transport waste by rail or find alternative
disposal solutions in affected areas, increasing our operating costs. Governments are increasingly adopting requirements
for environmental justice reviews as part of certain permitting decisions. These policies generally require permitting
agencies to give heightened attention to the potential for projects to disproportionately impact low-income and minority
communities. Responding to permit challenges has, at times, increased our costs and extended the time associated with
establishing new facilities and expanding existing facilities. Our failure to obtain the required permits and necessary
capacity expansion to operate our business, including our landfills, could have a material adverse impact on our financial
condition, results of operations and cash flows.
If we are unable to attract, hire or retain key team members and a high-quality workforce, or if our succession
planning does not develop an adequate pipeline of future leaders, it could disrupt our business, jeopardize our
strategic priorities and result in increased costs, negatively impacting our results of operations.
Our operations require us to attract, hire, develop and retain a high-quality workforce to provide a superior customer
experience. This includes key individuals in leadership and specialty roles, as well as a very large number of drivers,
technicians and other front-line and back-office team members necessary to provide our environmental services. We
experience significant competition to hire and retain individuals for certain front-line positions, such as commercial truck
drivers, from within and outside our industry. (Also see Item 1A. Risk Factors — Market disruption, including labor
shortages, external strikes, and supply chain constraints, and macroeconomic pressures, including inflation, have recently
had, and may in the future have, an adverse impact on our business and results of operations.) Additionally, the market for
employees that serve on our digital team is highly competitive. As we have accelerated our investments in our technology-
led automation and optimization strategy, it is increasingly important that we are able to attract and retain employees with
the skills and expertise necessary to implement and manage these projects. We also compete to attract skilled business
leaders, and our own key team members are sought after by our competitors and other companies. We make significant
investments, and engage in internal succession planning, to provide us with a robust pipeline of future leaders. If we are
not able to attract, hire, develop and retain a high - quality workforce with the necessary skills and expertise, as well as key
leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased
costs, and loss of institutional knowledge, which could negatively impact our results of operations.
Increases in our labor costs as a result of labor unions organizing, changes in regulations related to labor unions or
increases in employee minimum wages, could adversely affect our future results.
Labor unions continually attempt to organize our employees, and these efforts will likely continue in the future.
Certain groups of our employees are currently represented by unions, and we have negotiated collective bargaining
agreements with these unions. Additional groups of employees may seek union representation in the future, and, if
successful, would enhance organized labor’s leverage to obtain higher than expected wage and benefits costs and resist
the introduction of new technology and other initiatives, which can result in increased operating expenses and lower net
income. If we are unable to negotiate acceptable collective bargaining agreements, our operating expenses could increase
significantly as a result of work stoppages, including strikes. Additionally, a large portion of our workforce are hourly
personnel, and many of these individuals, particularly in our recycling business, are paid at rates related to federal and
state minimum wages. Increases in minimum wage rates, or the enactment of new wage-related legislation, may
significantly increase our labor costs. Any of these matters could adversely affect our financial condition, results of
operations and cash flows.
The seasonal nature of our business, severe weather events resulting from climate change and event driven projects
cause our results to fluctuate, and prior performance may not be indicative of our future results.
Our financial and operating results may fluctuate for many reasons. Our operating revenues and volumes typically
experience seasonal increases in the summer months, that are reflected in second and third quarter revenues and results of
operations. Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate
events can significantly affect the operating results of the geographic areas affected. Extreme weather events may also
lead to supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the
amount of waste generated by their operations. Conversely, certain destructive weather and climate conditions, such as
wildfires in the Western U.S. and hurricanes that most often impact our operations in the Southern and Eastern U.S. during
the second half of the year, can increase our revenues in the geographic areas affected as a result of the waste volumes
generated by these events. While weather-related and other event-driven projects can boost revenues through additional
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work for a limited time, due to significant start-up costs and other factors, such revenue can generate earnings at
comparatively lower margins. For these and other reasons, operating results in any period may not be indicative of
operating results for any other period. Our stock price may be negatively impacted by interim variations in our results.
Damage to our reputation and the value of our brand would negatively impact our business.
We believe we have developed a reputation for high-quality service, reliability and social and environmental
responsibility, and we believe our brand symbolizes these attributes. The WM brand name, trademarks and logos and our
reputation are powerful sales and marketing tools, and we devote significant resources to promoting and protecting them.
Adverse publicity, whether or not justified, relating to activities by our operations, employees or agents, or challenges to
our assertions of social and environmental responsibility, could tarnish our reputation and reduce the value of our brand.
(Also see Item 1A. Risk Factors — Focus on, and regulation of, sustainability performance and disclosure can result in
increased costs, risk of noncompliance, damage to our reputation and related adverse effects).
We have made significant investments in an extensive natural gas truck fleet, which makes us partially dependent on
the availability of natural gas and fueling infrastructure and vulnerable to natural gas prices, and requirements to
transition away from our current vehicle fleet to electric powered vehicles could impair our investments and result in
cost increases and significant additional capital investment.
We operate a large fleet of natural gas vehicles, and we plan to continue to invest in these assets for our collection
fleet. However, natural gas fueling infrastructure is not yet broadly available in the U.S. and Canada; as a result, we have
constructed and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties. It
will remain necessary for us to invest capital in fueling infrastructure to power our natural gas fleet. Fluctuations in the
price and supply of natural gas or diesel fuel could substantially increase our operating expenses; a reduction in the existing
cost differential between natural gas and diesel fuel could materially reduce the benefits we anticipate from our investment
in natural gas vehicles.
There is increasing pressure to reduce the use of fossil fuel in the heavy-duty truck industry, and some regulatory
bodies are pursuing requirements for using alternative engine technology, such as electric powered vehicles, rather than
natural gas or diesel vehicles. This is resulting in regulatory actions to advance the adoption of zero - emission vehicles and
a shift away from tax incentives and grants for natural gas trucks and RNG infrastructure. See Item 1. Business – Regulation
– Investment in Natural Gas Vehicles and Infrastructure for additional information. Regulation mandating an accelerated
transition away from natural gas trucks and our remaining diesel vehicles, including the recently acquired Stericycle fleet,
to electric powered vehicles would increase our cost to acquire vehicles needed to service our customers, and capital
investment required to establish sufficient charging infrastructure could be significant. Additionally, the investments we
have made in an industry-leading natural gas fleet and infrastructure could be impaired. Tax incentives and grants that
advance the adoption of zero-emissions vehicles and lead to a shift away from natural gas trucks and RNG infrastructure
would likely also negatively impact our investments in landfill gas-to-energy facilities.
We may not be able to achieve our sustainability-related goals, including reduction of our greenhouse gas ("GHG")
emissions, or execute on our sustainability-related growth strategy and initiatives, within planned timelines or
anticipated budget, which could damage our reputation and negatively impact the benefits anticipated from our
investments.
Consistent with our Company’s long-standing commitment to sustainability and environmental stewardship, we have
set goals to reduce our GHG emissions and announced other sustainability-related goals and initiatives. We may not be
able to meet such goals or implement such initiatives in the manner or on timelines contemplated due to challenges
including, but not limited to, unforeseen costs or delays, changes in how GHG emissions are calculated or otherwise
reported, supply chain disruptions, regulatory impacts, integration of acquired assets or businesses, technology limitations
or technical difficulties associated with achieving such goals. Changes to our business or asset base that were not
contemplated when we set our sustainability-related goals, including the acquisition and integration of Stericycle’s
business, assets and operations, could adversely impact our progress towards these goals and require us to adjust them.
These changes could negatively impact public perception of our Company and stakeholders may view these changes
unfavorably. Also, despite voluntarily announcing such sustainability goals, we may receive pressure from investors or
other groups to adopt more aggressive sustainability-related goals that may not be technically, operationally, or financially
feasible.
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In addition, our sustainability-related growth strategy includes significant planned and ongoing investments in our
Recycling Processing and Sales and WM Renewable Energy segments. Our ability to successfully execute this strategy
may be impacted by the numerous risks and uncertainties associated with our business and the environmental services
industry, including financial and operating performance, availability of technology and financing, changes in regulation,
commodity price fluctuation and general economic conditions. (Also see Item 1A. Risk Factors — Our revenues, earnings
and cash flows fluctuate based on changes in commodity prices and demand and may fluctuate substantially without notice
in the future and — Our sustainability growth strategy includes significant planned and ongoing investments in our
WM Renewable Energy segment; changes to federal and state renewable fuel policies could affect our financial
performance, and such investments may not yield the results anticipated.) Favorable expectations regarding potential
investment tax credits or other benefits stemming from the Inflation Reduction Act of 2022 (“IRA”) may not materialize
or could fail to meet expectations. See Item 1. Business – Regulation – Recent Developments and Focus Areas in Policy
and Regulation – Tax Legislation for additional information.
Some or all of the expected benefits of our sustainability-related investments and initiatives may not occur within the
anticipated time periods or may cost more to achieve than anticipated. An inability to develop, obtain, or scale necessary
equipment, technology and innovations, and challenges arising from the availability or cost of materials and infrastructure
or regulatory approvals or permitting requirements associated with our sustainability investments and initiatives, could
impede our ability to execute on our plans and achieve our goals or realize our expected financial performance from these
investments. Actions we take to achieve these goals and implement our sustainability growth strategy and initiatives,
including development and implementation of enhanced technology and reporting systems, will require increased capital
expenditures and management focus, which may divert investment and management focus away from other aspects of our
business operations.
We have also forecasted or projected certain operational and financial information with respect to our sustainability
investments and initiatives, and many of these statements are based on expectations and assumptions that are necessarily
uncertain and are subject to risks and uncertainties that could cause actual results to be materially different from our
forecasts and projections. For example, the amount of gas produced over time at landfills can vary depending on many factors,
including weather and the composition of the inbound waste stream. While we have sophisticated systems to predict gas curves, they
are inherently uncertain, and if we have less gas than predicted at a site where we have invested in RNG infrastructure, it may take
longer to achieve our return on investment. Relatedly, the quality of the gathered gas is subject to the composition of the waste
deposited at our landfills, and the prevalence of certain chemical compounds may adversely affect the usability of such
gas and require further investment in the treatment and management of such compounds. Regulations requiring diversion of
organic wastes away from landfills could have the effect of decreasing the amount of landfill gas produced over time in our landfills.
Focus on, and regulation of, sustainability performance and disclosure can result in increased costs, risk of
noncompliance, damage to our reputation and related adverse effects.
The nature, scope, and complexity of matters that our Company must assess, quantify and disclose are expanding due
to current, proposed, and recently enacted governmental reporting requirements pertaining to sustainability and climate-
related risks and other topics, such as water usage, waste production, labor, human capital, environmental justice,
cybersecurity, privacy, and risk oversight. For example, see Item 1. Business – Regulation – Recent Developments and
Focus Areas in Policy and Regulation – Climate and Sustainability for information about California’s Climate Corporate
Data Accountability Act and Climate-Related Financial Risk Act, the SEC’s climate-related disclosure rule, which is
currently stayed pending judicial review, as well as potential international reporting obligations, including the Corporate
Sustainability Reporting Directive. Methodology and timelines for mandatory reporting requirements may be inconsistent
with requirements enacted by other governmental entities, including with respect to measuring emissions and requiring a
determination of “materiality” that may differ from traditional disclosure requirements under U.S. federal securities laws.
Such inconsistency could further increase costs and divert management time and attention.
Our industry faces challenges to implement these rapidly developing disclosure requirements, as well as the risk of
enforcement actions by governmental and regulatory agencies for noncompliance. Significant expenditures and
commitment of time by management, employees and consultants is involved in developing, implementing and overseeing
policies, practices, additional disclosures and internal controls related to environmental and sustainability risk and
performance. Public statements with respect to sustainability matters are becoming increasingly subject to heightened
scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e., misleading
information or false claims overstating potential sustainability benefits. We are aware that non-governmental organizations
and other private actors have filed lawsuits against companies under various securities and consumer protection laws
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alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive. An
inability to implement such policies, practices, and internal controls and maintain compliance with laws and regulations,
or a perception among stakeholders that our sustainability disclosures and goals are insufficient or our goals are
unattainable, could harm our reputation and competitive position and negatively impact our stock price and business
performance.
External Economic and Industry Risks
Market disruption, including labor shortages, external strikes, and supply chain constraints, and macroeconomic
pressures, including inflation, have recently had, and may in the future have, an adverse impact on our business and
results of operations.
Market disruption resulting from labor shortages, external labor disputes and strikes (such as the recent port strike)
and supply chain and transportation constraints, and macroeconomic pressures, including inflation and rising interest rates,
have recently had, and may in the future have, an adverse impact our results and can create risk and uncertainty in financial
outlook. Inflation can and has increased costs for the goods and services we purchase, particularly for labor, repair and
maintenance, and subcontractor costs. Supply chain activity has largely normalized, but disruption can reduce availability
of certain assets used in our business. Aspects of our business rely on third-party transportation providers, and such services
have become more limited and expensive. We may also experience margin pressures from commodity-driven business
impacts. The October 2024 port strike negatively impacted recycling commodity prices, and the risk of another port strike,
or global economic slowdown, could impact future prices. The constrained labor market has resulted in increased costs for
wage adjustments, overtime hours and training new hires. If we are not able to overcome limitations on labor availability,
it could materially impact our ability to service our customers and our financial results. Significant new restrictions and
tariffs on foreign trade could have a negative impact on our recycling export business and our cross-border commerce,
particularly with Canada, and could increase the cost of certain equipment and other materials used in our operations that
we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth
strategy. Geopolitical conflicts and the resulting international responses may also exacerbate market disruption, leading
to volatility in commodity prices, impacts on the availability and cost of energy, increased cyberattacks, and vendor and
supplier disruptions across the global supply chain. The extent and duration of the impact of these labor market, supply
chain, transportation and commodity-price challenges are subject to numerous external factors beyond our control. If such
impacts are prolonged and substantial, they could have a material negative effect on our results of operations.
Accelerated and pronounced economic pressures, such as rising interest rates and inflationary cost pressures, have
impacted and continue to impact our cost structure and capital expenditures. Significant components of our operating
expenses vary directly as we experience changes in revenue due to volume and inflation, and we may not be able to
dynamically manage our cost structure in response to such changes. A significant portion of our revenue is tied to a price
escalation index with a lookback provision, resulting in a timing lag in our ability to recover increased costs under those
contracts during periods of rapid inflation. Separately, for many of our customers we provide services under multi-year
contracts that can restrict our ability to increase prices and the timing of such increases. Our overall strategic pricing efforts
are focused on recovering as much of the inflationary cost increases we experience in our business as possible by increasing
our average unit rate, but such efforts may not be successful for various reasons including the pace of inflation, operating
cost inefficiencies, contractual limitations, and market responses. The inability to adequately increase prices to offset
increased costs and inflationary pressures, or otherwise mitigate the impact of these conditions on our business, will
increase our costs of doing business and reduce our margins.
The environmental services industry is highly competitive, and if we cannot successfully compete in the marketplace,
our business, financial condition and operating results may be materially adversely affected.
We encounter intense competition from governmental, quasi-governmental and private sources in all aspects of our
operations and when expanding to new lines of business or new markets. We principally compete with large national waste
management companies, counties and municipalities that maintain their own waste collection and disposal or recycling
operations and regional and local companies of varying sizes and financial resources. The industry also includes companies
that specialize in certain discrete areas of waste management, operators of alternative disposal facilities, companies that
seek to use parts of the waste stream as feedstock for renewable energy and other by-products, and waste brokers that rely
upon haulers in local markets to address customer needs. In recent years, the industry has seen some additional
consolidation, though the industry remains intensely competitive. Counties and municipalities may have financial
competitive advantages because tax revenues are available to them and tax-exempt financing is more readily available to
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them. Also, such governmental units may attempt to impose flow control or other restrictions that would give them a
competitive advantage. In addition, some of our competitors may have lower financial expectations, allowing them to
reduce their prices to expand sales volume or to win competitively-bid contracts, including large national accounts and
exclusive franchise arrangements with municipalities. When this happens, we may lose customers and be unable to execute
our pricing strategy, resulting in a negative impact to our revenue growth from yield on base business.
Our revenues, earnings and cash flows fluctuate based on changes in commodity prices and demand and may
fluctuate substantially without notice in the future.
Prices and demand for recyclables fluctuate and are particularly susceptible to volatility based on macroeconomic
conditions and regulations. The fluctuations in the market prices or demand for these commodities can affect our operating
income and cash flows positively, as we experienced in 2024, or negatively, as we experienced in 2023. The increase in
market prices in 2024 for recyclable commodities resulted in a year-over-year increase in revenue of $245 million, and the
decline in market prices in 2023 for recyclable commodities resulted in a year-over-year decrease in revenue of
$308 million.
Regulations affecting, and in some cases restricting, the international flow of certain recyclables have led to a
reduction in export activity for such recyclables, as well as higher quality requirements and higher processing costs.
Additionally, the new U.S. presidential administration has called for substantial changes to foreign trade policy. Significant
new restrictions and tariffs on foreign trade could negatively impact commodity prices and our recycling export business.
We are making significant planned and ongoing investments in our recycling business to increase automation and reduce
labor dependency and address increases in regulatory- and customer-driven quality requirements for commodities. These
investments increase our exposure to commodity price fluctuations. Future regulation, tariffs, international trade policies
or other initiatives, including regulations addressing climate change or GHG emissions, may impact supply and demand
of material, or increase operating costs, which could impact the profitability of our recycling operations. If we do not
effectively manage changes in demand and commodity prices for recyclable materials, or if we do not successfully execute
our sustainability growth strategy, our investments in recycling infrastructure and technology may not yield the results
anticipated.
Fluctuation in energy-related prices also affects our business, including recycling of plastics manufactured from
petroleum products. Our sustainability growth strategy includes increased investment in landfill gas-to-energy facilities
and expansion of our WM Renewable Energy segment, which generates and sells credits referred to as Renewable
Identification Numbers (“RINs”). RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations
in supply and demand, and have historically been very volatile. Additionally, significant variations in the price of biogas,
electricity and other energy-related products that are marketed and sold by our landfill gas recovery operations can result
in a corresponding impact to our revenue from yield from such operations. Expansion of our WM Renewable Energy
segment may introduce additional risks and volatility to our financial performance.
Increasing customer preference for alternatives to landfill disposal and bans on certain types of waste could reduce
our landfill volumes and cause our revenues and operating results to decline.
Our customers are increasingly diverting waste to alternatives to landfill disposal, such as recycling and composting,
while also working to reduce the amount of waste they generate. In addition, many state and local governments mandate
diversion, recycling and waste reduction at the source and prohibit the disposal of certain types of materials at landfills,
such as recyclables (cardboard, bottles and cans), yard waste, food waste and electronics. Where organic waste is not
banned from disposal in landfills, some large customers such as grocery stores and restaurants are choosing to divert their
organic waste from landfills. Zero-waste goals (sending no waste to the landfill) have been set by many large North
American and global companies and government agencies. This increased focus on minimizing climate impacts may
require the Company to invest in higher-cost technologies for more efficient waste collection and processing. Although
such mandates and initiatives help to protect our environment, these developments reduce the volume of waste going to
our landfills, which may affect the prices that we can charge for landfill disposal. Our landfills currently provide our
highest income from operations margins. Reducing landfilled organic waste also reduces the amount of landfill gas
produced from our landfills, adversely impacting our landfill gas-to-energy facilities. If we are not successful in expanding
our service offerings, growing lines of businesses to service waste streams that do not go to landfills, and providing
alternative services for customers that wish to reduce waste entirely, then our revenues and operating results may decline.
Additionally, despite the development of new service offerings and lines of business, it is possible that our revenues and
our income from operations margins could be negatively affected due to disposal alternatives.
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With a heightened awareness of the global problems caused by plastic waste in the environment, and actual or
perceived risks for human health, many governments have passed ordinances banning certain types of plastics from sale
or use. The most common materials banned include plastic bags and straws, polystyrene plastic and some types of single
use packaging. These bans have increased pressure by manufacturers on our recycling facilities to accept a broader array
of materials in curbside recycling and composting programs to alleviate public pressures to ban the sale of those materials.
However, there are currently no or limited viable end markets for recycling many of these materials, and inclusion of such
materials in our recycling stream increases contamination and operating costs that can negatively affect the results of our
recycling operations.
General economic conditions can directly and adversely affect revenues for our services and our income from
operations margins.
Our business is directly affected by changes in national and general economic factors that are outside of our control,
including consumer confidence, inflation, interest rates and access to capital markets. A weak economy generally results
in decreased consumer spending and decreases in volumes of waste generated, which negatively impacts the ability to
grow through new business or service upgrades, and may result in customer turnover and reduction in customers’ waste
service needs. Consumer uncertainty and the loss of consumer confidence may also reduce the number and variety of
services requested by customers. Additionally, a weak market for consumer goods can significantly decrease demand by
paper mills for recycled corrugated cardboard used in packaging, which could negatively impact commodity prices and
our operating income and cash flows.
A decrease in waste volumes generated results in an increase in competitive pricing pressure; such economic
conditions may also interfere with our ability to implement our pricing strategy. Many of our contracts have price
adjustment provisions that are tied to an index such as the Consumer Price Index. Our costs may increase more than the
increase, if any, in the Consumer Price Index, partially due to our relatively high fixed-cost structure. We may not be able
to dynamically manage our cost structure in response to shifting volume levels and vendor costs, and our cost structure
may not correlate with the Consumer Price Index or the waste industry. An economic recession or other economic
weakness is likely to negatively impact our revenues and margins.
Reduction in volumes of medical waste, controlled substances wastes, and personal and confidential information, and
changing conditions in the healthcare industry, could adversely affect our financial results.
Following our acquisition of Stericycle, we provide compliance-based services that rely on the generation of medical
waste, controlled substances waste and personal and confidential information by our customers. The volume of such
material may be impacted by macroeconomic trends associated with manufacturing and industrial markets, healthcare
market dynamics, and trends associated with an increase in work-from-home arrangements and electronic and digital
record keeping. Long-term trends resulting from these factors could reduce the demand for these services.
In addition, in the U.S. and elsewhere, the healthcare industry is evolving to meet competing demands for increased
healthcare coverage of a growing and aging population and economic pressures to reduce healthcare costs. As a result of
these dynamics, hospital networks are consolidating physician practices into their networks, independent practices are
consolidating, and healthcare providers are focused on cutting costs within their businesses. These changes and
consolidation of the customer base increase the competitive nature of the healthcare waste industry and exert downward
pricing pressure, which could adversely affect our financial results.
Weakness in the economy may expose us to credit risk of governmental entities and municipalities and other major
customers, which could negatively impact our financial results.
We provide service to a number of governmental entities, municipalities, and large national accounts. During periods
of economic weakness, governmental entities and municipalities can suffer significant financial difficulties, due in part to
reduced tax revenue and/or high-cost structures. During these periods, such entities, and our non-governmental customers,
could be unable to pay amounts owed to us or renew contracts with us at previous or increased rates.
Purchasers of our recycling commodities can be particularly vulnerable to financial difficulties in times of commodity
price volatility. The inability of our customers to pay us in a timely manner or to pay increased rates, particularly large
national accounts, could negatively affect our operating results.
In addition, the financial difficulties of municipalities could result in a decline in investors’ demand for municipal
bonds and a correlating increase in interest rates. As of December 31, 2024, we had $1.4 billion of tax - exempt bonds with
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term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities. If market
dynamics resulted in repricing of our tax - exempt bonds at significantly higher interest rates, we would incur increased
interest expenses that may negatively affect our operating results and cash flows.
Changes to applicable tax laws and regulation or interpretation thereof or the imposition of new or increased taxes
may increase our tax liabilities and could adversely affect our operating results and cash flows.
We are subject to various complex and evolving U.S. federal, state, local and non-U.S. tax laws. Existing tax laws,
policies, statutes, rules, regulations or ordinances, including those related to any non-U.S. tax jurisdictions in which we
operate, could be interpreted, changed, modified or applied adversely to us, in each case, possibly with retroactive effect.
Any significant variance in our interpretation of current tax laws or a successful challenge of one or more of our tax
positions by the U.S. Internal Revenue Service or other tax authorities could increase our future tax liabilities and adversely
affect our operating results and cash flows.
Shortages in diesel fuel supply or increases in diesel fuel prices will increase our operating expenses.
The price and supply of diesel fuel can fluctuate significantly based on international, political and economic
circumstances, as well as other factors outside our control, such as actions by oil and gas producers, regional production
patterns, weather conditions and environmental concerns. We need diesel fuel to run a notable portion of our collection
and transfer trucks and our equipment used in our landfill operations. We also recently acquired Stericycle’s fleet,
including a substantial number of diesel vehicles. Fuel supply shortages and price increases could substantially increase
our operating expenses. Regardless of any offsetting surcharge programs, increased operating costs due to higher diesel
fuel prices will decrease our income from operations margins.
Large-scale disruption of social and commercial activity and financial markets may have a material adverse impact
on our business, financial condition, results of operations and cash flows.
Major external events, including pandemic conditions that result in large-scale disruption of social and commercial
activity, such as business closures and social restrictions, could adversely impact our volumes, costs and operational
execution. While pandemic conditions can increase demand for medical waste and controlled substances waste collection,
treatment and disposal or destruction, protective actions such as travel restrictions, quarantines, or facility closures may
interfere with our ability to provide services. If such conditions were to be severe, resulting in a broad-based economic
slow-down, it may have a material adverse impact on our financial condition, results of operations and cash flows and
hinder our ability to grow our business and execute our business strategy.
Technology and Information Security Risks
Developments in technology could trigger a fundamental change in our industry, as waste streams are increasingly
viewed as a resource, which may adversely impact volumes at our landfills and our profitability.
Our industry has recognized the value of the traditional waste stream as a potential resource. Research and
development activities are ongoing to provide disposal alternatives that maximize the value of waste, including using waste
as a source for renewable energy and other valuable by-products. We and many other companies are investing in and/or
developing these new technologies. It is possible that such investments and technological advancements may reduce the
cost of waste disposal or the value of landfill gas recovery to a level below our costs and may reduce the demand for
landfill space. As a result, our revenues and margins could be adversely affected due to advancements in disposal
alternatives.
If we are not able to develop new service offerings and protect intellectual property or if a competitor develops or
obtains exclusive rights to a breakthrough technology, our financial results may suffer.
Our existing and proposed service offerings to customers require that we invest in, develop, license, and protect new
technologies. Our Company is increasingly focusing on new technologies that automate and innovate our operations,
improve the customer experience, provide alternatives to traditional disposal and maximize the resource value of waste.
We are continuing our multi-year commitment to strategic investments in technology that prioritize the reduction of labor
dependency for certain high-turnover jobs, further digitalize our customer self-service and implement technologies to
further enhance the safety, reliability and efficiency of our operations. Research, development and implementation of
enhanced technology often requires significant spending that may divert capital investment away from our traditional
business operations. We may experience difficulties or delays in the research, development, production and/or marketing
of new products and services or implementation of technologies in which we have invested or acquired, which may
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negatively impact our operating results and prevent us from recouping or realizing a return on these investments and
acquisitions. Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual
property is difficult, and an inability to obtain or protect new technologies could impact our services to customers and the
development of new revenue sources. We rely on a combination of patents and trade secrets to protect our intellectual
property, as well as confidentiality and non-disclosure agreements with employees, contractors, and other third parties.
We cannot guarantee that these measures will fully prevent unauthorized access or use. Furthermore, there is no assurance
that current or future applications will result in issued patents or, if issued, will provide adequate protection against
competitors. If a competitor develops or obtains exclusive rights to a “breakthrough technology” that provides a
revolutionary change in our industry, or if we have inferior intellectual property to our competitors, our financial results
may suffer.
We are dependent on technology, and if our technology fails, our business would be adversely affected.
Our Company, our customers, and the economy in general are increasingly dependent on continuous information
technology systems and digital tools to conduct operations. This dependence spans nearly all areas of our business, from
overseeing and controlling critical infrastructure to processing and securing proprietary and sensitive information. The
information technology systems and networks that we, our customers, suppliers, and other third parties rely on can be
vulnerable to disruptions from cyberattacks, power failures, telecommunications outages, major events like natural
disasters, acts of war or terrorism, employee errors, and other unexpected or uncontrollable occurrences. Should these
systems be compromised or cease to function effectively, we may face substantial costs to repair or replace them, as well
as potential liability, loss of crucial data, reputational harm, and interruptions to our services or operations.
Challenges in implementing new systems can also affect our ability to realize projected cost savings or other benefits.
Significant system failures could impede our ability to timely collect and report financial results in accordance with
applicable laws and regulations. Our post-acquisition efforts to integrate Stericycle’s technology and systems may result
in substantial costs and uncertainties. Systems that increase our utilization of, and dependency on, third-party cloud
computing services, and digital platforms to accommodate work - from - home arrangements, also increase various
technology risks, including potential exposure to cyber incidents, loss of data, fraud, internal control challenges and other
disruptions as a consequence of more employees accessing Company systems and information remotely in the course of
their ordinary work.
Inability to adapt to and manage the benefits and risks of artificial intelligence could expose us to liability or put us
at a disadvantage.
Artificial intelligence could disrupt certain aspects of our business and change use of technology in ways that are not
yet known. Artificial intelligence technologies are subject to a variety of laws, including intellectual property, privacy,
data protection and cybersecurity, consumer protection, competition, and equal opportunity laws, and are expected to be
subject to increased regulation and new laws or new applications of existing laws. Such laws and regulations may present
a variety of compliance risks. The use of artificial intelligence may also result in litigation, ethical concerns, and other
legal and business risks. If we are not able to adapt and effectively incorporate potential advantages of artificial intelligence
in our business, it may negatively impact our ability to compete. If we are not able to effectively manage the risks of
artificial intelligence, we may suffer harm to our results of operations and reputation.
Significant cybersecurity incidents may negatively impact our business and our relationships with customers, vendors
and employees and expose us to increased liability.
Substantially all aspects of our business operations rely on digital technology. We use computers, mobile devices,
social networking and other online platforms to connect with our employees, customers, vendors, as well as other
individuals and third parties. These uses give rise to cybersecurity risks, including security breach, ransomware, espionage,
system disruption, theft and/or inadvertent, accidental, unlawful, unauthorized access, loss, alteration, destruction and/or
disclosure or release of information. Our business necessitates the processing, collection, use, storage and transmission of
numerous classes of sensitive and/or confidential information and intellectual property, including individuals’ personal
information, private and sensitive employment-related personal information, and financial and strategic information about
the Company and other businesses. In addition to our own safeguarding efforts, we also rely on third parties to process,
collect and store sensitive data, including a Payment Card Industry compliant third-party to protect our customers’ credit
card information. We are regularly the target of attempted cyber intrusions, have experienced cyber intrusions, and we
anticipate continuing to be subject to such attempts as cyber intrusions become increasingly sophisticated and more
difficult to predict and protect against. Geopolitical conflicts and developments and technological advancements also
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increase the risk and likelihood of cyber incidents. As such, we must commit substantial resources to continuously monitor
and further develop our networks and infrastructure to prevent, detect, and address the risk of unauthorized access, misuse,
computer viruses and other events. These protections and other systems designed to mitigate cybersecurity risks may not
fully defend against an attack or future cybersecurity incident, which can be unpredictable in nature.
Additionally, we cannot assure that any security measures that our third-party service providers have implemented
will be effective against current or future security threats. We also cannot guarantee that our systems and networks or those
of our third-party service providers or the equipment and related third-party software that we use to operate our network
have not been breached or otherwise compromised, or that they and any software in our or their supply chains do not
contain bugs, vulnerabilities, or compromised code that could result in a breach of, or disruption to, our systems and
networks or the systems and networks of third parties that support us and our services.
Although we believe that the probability of occurrence of a significant cybersecurity incident is less than likely, if
such an incident were to occur, the impact on the Company could be substantial. The magnitude of future cyber intrusions
that result in a theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information (belonging
to us or third parties) or intellectual property, or material interference with our information technology systems or the
technology systems of third parties on which we rely cannot be predicted, such incidents could result in material business
disruption, direct financial loss, remediation costs, negative publicity, brand damage, alleged violation of privacy laws,
loss of customers, potential regulatory investigations and enforcement or private litigation liability and competitive
disadvantage. To mitigate these risks, we maintain a cybersecurity insurance policy; however, due to policy terms, limits
and exclusions, such insurance may not apply in all cases, and it may not be adequate to cover all liabilities incurred.
Regulatory enforcement action concerning privacy infringement and security incidents is generally increasing, including
significant fines recently imposed by European regulators. With the acquisition of Stericycle, we may be subject to short
notification deadlines in international jurisdictions in the event of a significant cybersecurity incident that impacts us
globally; it may not be possible for us to comply with such notification deadlines due to the time required to conduct
investigations and assess the impact of such incident. Failure to comply with applicable laws and regulatory deadlines
could attract enforcement action, penalties, litigation, investigations, proceedings, reputational harm and brand damage.
As the Company pursues its strategy to grow through acquisitions, including the acquisition of Stericycle, and to
pursue new initiatives that improve our operations and cost structure, the Company is also expanding and improving its
information technologies, resulting in a larger technological presence, utilization of cloud computing services, and
corresponding exposure to cybersecurity risk. Certain new technologies, such as the use of autonomous vehicles, remote-
controlled equipment, virtual reality, automation and artificial intelligence, present new and significant cybersecurity
safety risks that must be analyzed and addressed before implementation. If we fail to assess and identify cybersecurity
risks associated with acquisitions and new initiatives, we may become increasingly vulnerable to such risks.
Increased state, federal and international laws and regulations related to cybersecurity protections and disclosures will
require additional resources for compliance, and any inability, or perceived inability, to adequately address new
requirements could subject us to regulatory enforcement, private litigation, public criticism, disrupt our operations, cause
us to lose customers, result in additional costs and legal liability, damage our reputation, and otherwise harm our business.
Increasing regulatory focus on privacy and data protection issues and expanding laws could negatively impact our
business, subject us to criticism and expose us to increased liability.
The legislative and regulatory framework for security, privacy and data protection issues worldwide is rapidly
evolving and becoming increasingly demanding and is likely to remain uncertain for the foreseeable future. We collect,
use, share, retain, delete and otherwise process certain personal information and other sensitive information in connection
with our operations and while providing services, including secure information destruction. We are subject to a variety of
U.S. and international laws and regulations related to data privacy and the protection of confidential information, and we
anticipate that regulation in this area will continue to expand. Applicable laws and regulations require disclosure and create
other obligations for businesses that collect personal information and provide individual rights relating to personal
information.
These laws and regulations are inconsistent across jurisdictions and are subject to evolving interpretations.
Government officials, regulators, customers, privacy advocates and class action attorneys are increasingly scrutinizing
how companies collect, process, use, store, share, transmit and destroy personal data. The continued emphasis on personal
privacy and information security may result in customers requesting that we implement additional safeguards or controls.
We must continually monitor the development and adoption of, and commit substantial time and resources to comply with,
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new and emerging laws and regulations and/ or expanded or novel interpretations of existing laws. Additionally, customers
and regulators may seek to hold us responsible for the actions of third parties we work with, such as sub-processors,
vendors, or developers.
Any inability, or perceived inability, to adequately address privacy and data protection concerns, even if unfounded,
or to comply with laws, regulations, policies, industry standards, contractual obligations, or other legal obligations,
including through acquired companies or third parties, could subject us to regulatory enforcement, private litigation, public
criticism, business disruption, loss of customers, additional costs and legal liability, reputational damage, and other harm.
Legal, Regulatory and Compliance Risks
Our operations are subject to environmental, health and safety laws and regulations, as well as contractual
obligations that may result in significant liabilities.
There is risk of incurring significant environmental liabilities in the use, treatment, storage, transfer, processing and
disposal or destruction of waste materials. Under applicable environmental laws and regulations, we could be liable if it is
alleged that our operations cause environmental damage to our properties or to the property of other landowners,
particularly as a result of the contamination of air, drinking water or soil. Under current law, we could also be held liable
for damage caused by conditions that existed before we acquired the assets or operations involved and for conditions
resulting from waste types or compounds previously considered non-hazardous but later determined to present possible
threat to public health or the environment. The risks of successor liability and emerging contaminants are of particular
concern as we execute our growth strategy, partially through acquisitions, because we may be unsuccessful in identifying
and assessing potential liabilities during our due diligence investigations. Further, the counterparties in such transactions
may be unable to perform their indemnification obligations owed to us. Any substantial liability for environmental damage
could have a material adverse effect on our financial condition, results of operations and cash flows.
In the ordinary course of our business, we have in the past, we are currently, and we may in the future, become
involved in legal and administrative proceedings relating to land use and environmental laws and regulations. These
include proceedings in which governmental entities, private groups or individuals seek to impose liability on us for alleged
environmental damage or violation of statutes or desire to revoke or deny permits required for our operations. We generally
seek to work with the authorities or other persons involved in these proceedings to resolve any issues raised. If we are not
successful, the adverse outcome of one or more of these proceedings could result in, among other things, material increases
in our costs or liabilities as well as material charges for asset impairments.
Further, we often enter into agreements with landowners imposing obligations on us to meet certain regulatory or
contractual conditions upon site closure or upon termination of the agreements. Compliance with these agreements
inherently involves subjective determinations and may result in disputes, including litigation. Costs to remediate or restore
the condition of closed sites may be significant.
Our sustainability growth strategy includes significant planned and ongoing investments in our WM Renewable
Energy segment; changes to federal and state renewable fuel policies could affect our financial performance, and
such investments may not yield the results anticipated.
The primary drivers of renewable fuel development at our landfills are tax policies, such as the federal tax credits for
RNG production and renewable electricity generation under the IRA, and federal and state incentive programs, such as the
federal Renewable Fuel Standard (“RFS”) program, the California Low Carbon Fuel Standard and similar state programs
that promote the production and use of renewable transportation fuels. At the federal level, oil refiners and importers are
required through the RFS program to blend specified volumes of renewable transportation fuels with gasoline or buy RINs,
from renewable fuel producers. The Company has invested, and continues to invest, in facilities that capture and process
landfill gas into RNG so that we can participate in the RFS program, and the Company has grown and stated its intention
to continue to grow its asset base to increase its RNG production.
RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand. The
value of the RINs is set through a market established by the RFS program, which market has historically been very volatile.
The new U.S. presidential administration could seek to reduce existing renewable fuel targets in a new rulemaking or
otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings. Moreover, consistent with
its prior approach, the new administration may also increase the frequency with which it grants small refinery exemptions
from RFS program requirements. While we cannot predict what actions the new administration may take with respect to
the RFS program, any changes to existing or future renewable fuel targets or more frequent approval of requests for small
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refinery exemptions could have a significant negative impact on demand for renewable fuels and the value of RINs. See
Item 1. Business – Regulation – Recent Developments and Focus Areas in Policy and Regulation – WM Renewable Energy
for additional information. Changes and volatility in the RINs market, or changes in the structure of the RFS program or
other clean fuel standard programs, can and has impacted the financial performance of our facilities. Such changes could
impact or alter our projected future investments, and such investments may not yield the results anticipated.
The impact of climate change, and the adoption of climate change legislation or regulations restricting emissions of
GHGs, could increase our costs to operate.
We continue to assess the physical risks, such as sea-level rise, catastrophic storms and other extreme weather
conditions and long-term shifts in climate patterns, and transition risks, such as regulatory, market, policy, and technology
changes, to our operations from the effects of climate change. These risks are expected to be unpredictable and widespread.
Although we have made investments to mitigate risk associated with severe storm events, damage to our facilities or
disruption of service caused by more frequent or more severe storms associated with climate extremes could negatively
impact operating results. We have also identified risk to our assets and our employees associated with drought or water
scarcity, flooding, extreme heat and rain events, and fire conditions associated with climate change. For example, wildfires
influenced by climate change can damage landfill infrastructure such as gas collection systems, and extreme rain events
and flooding in low-lying areas enhanced by sea level rise can result in greater maintenance expenses at our facilities,
service disruption, erosion of the protective vegetative caps on our landfills and increased volumes of leachate to manage.
Those areas of the country most prone to these occurrences have protocols in place, or are developing protocols to address
these conditions, including employee safety, driver training, and equipment and facility protection protocols. We have
incurred and will incur costs to develop and implement these protocols, and these protocols may not be effective in
offsetting these risks. Additionally, the actions of others in response to climate change effects, such as rolling power
blackouts, can result in service disruptions and increase our costs to operate.
Our landfill operations emit methane, identified as a GHG. Existing technology presents challenges to our ability to
quantify landfill emissions precisely. Ongoing review by government agencies of emerging methane measurement
technologies and related regulatory developments could result in changes to how we have historically reported GHG
emissions and may result in increases in such emissions reported for our operations. Such regulatory developments could
also result in increased compliance costs and adversely affect our operations. Specifically, see Item 1. Business –
Regulation – Recent Developments and Focus Areas in Policy and Regulation – Climate and Sustainability for additional
information.
Meanwhile, a number of legislative and regulatory efforts at the state, provincial, regional and federal levels and
internationally aim to cap and/or curtail the emission of GHGs to ameliorate the effect of climate change, and otherwise
to promote adaptation to climate change, support the transition to a low-carbon economy, and require disclosure of climate-
related matters. We continue to monitor these efforts and the potential impacts to our operations. Should comprehensive
federal climate change legislation be enacted, we expect it could impose operational and compliance costs that might not
be offset by the revenue increases associated with our lower - carbon service options, the materiality of which we cannot
predict. Climate change laws and regulations could also result in increased operational costs or disruption to the business
of our customers, potentially impacting our operations and financial condition. We could experience damage to our
reputation and brand, including as a result of a failure or perceived failure to respond responsibly and effectively to changes
in legal and regulatory measures adopted to address climate change.
Failure to maintain an effective system of internal control over financial reporting, due to technology issues,
difficulties integrating Stericycle’s operations and systems, or otherwise, could adversely affect our ability to provide
accurate and timely financial statements, which may harm our business and reputation.
It is critical that we maintain an effective system of internal control over financial reporting. As described further in
Item 9A. Controls and Procedures, in accordance with SEC staff guidance, we have excluded Stericycle from the
assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024 contained in this
Annual Report on Form 10-K; however, this exclusion may not extend beyond one year from the November 4, 2024
closing date. We are in the process of integrating Stericycle’s operations and systems to ensure the effectiveness of the
internal control over financial reporting for this acquired business.
Establishing, testing and maintaining an effective system of internal control over financial reporting requires
significant resources and time commitments on the part of our management and our finance staff, and the time and
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expenditures needed may exceed our expectations. If we encounter issues with technology systems or difficulties
integrating Stericycle’s operations and systems into our system of internal control over financial reporting, and if we are
unable to correct any issues encountered in a timely manner, our ability to record, process, summarize, and report financial
data may be adversely affected, which may impact the accuracy, quality and completeness of our financial statements.
Such failure could materially and adversely impact our business and subject us to potential investigations, liability, and
penalties. Additionally, if we are unable to conclude that our internal control over financial reporting is effective in any
future period (or if our auditors are unable to express an opinion on the effectiveness of our internal controls or conclude
that our internal controls are ineffective), we could lose investor confidence and suffer an adverse effect on our stock price.
We could be subject to significant fines and penalties, and our reputation could be adversely affected, if we or third
parties with whom we have a relationship fail to comply with U.S. or foreign laws or regulations.
It is our policy to comply with all applicable anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act
(“FCPA”), and with applicable local laws of the foreign countries in which we operate, and we monitor our local partners’
compliance with such laws as well. Our reputation may be adversely affected if we were reported to be associated with
corrupt practices or if we or our local partners failed to comply with such laws. Additionally, violations of such laws could
subject us to significant fines and penalties.
Under previously reported settlements with governmental authorities relating to Stericycle’s compliance with the
FCPA and other anti-corruption laws with respect to now-divested operations in Latin America, Stericycle engaged an
independent compliance monitor for two years and is required to undertake compliance with self-reporting obligations for
an additional year through November 2025. Other matters may arise in the future involving alleged violations of the FCPA,
other anti-corruption and anti-bribery laws, or laws prohibiting doing business with sanctioned parties. These could subject
us to enforcement actions, fines, penalties, further oversight by an independent compliance monitor and/or self-reporting
obligations, litigation, or orders of suspension or debarment, which could adversely affect our business, financial condition
and results of operations.
Currently pending or future litigation or governmental proceedings could result in material adverse consequences,
including judgments or settlements.
As a large company with extensive operations, we are subject to various proceedings, lawsuits, disputes and claims
arising in the ordinary course of our business, including governmental proceedings. Actions that have been filed against
us, and that may be filed against us in the future, include personal injury, property damage, commercial, customer, and
employment-related claims, including purported state and national class action lawsuits related to:
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alleged environmental contamination, including releases of hazardous materials and odors;
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sales and marketing practices, customer service agreements, prices and fees; and
•
federal and state wage and hour and other laws.
The timing of the final resolutions to these types of matters is often uncertain. Additionally, the possible outcomes or
resolutions to these matters could include adverse judgments or settlements, either of which could require substantial
payments, adversely affecting our liquidity.
Stericycle is, and has been, involved in government investigations, enforcement proceedings, private lawsuits and
other disputes alleging noncompliance with applicable regulations, including alleged noncompliance with the Controlled
Substances Act and other statutes involving its now-divested Domestic Environmental Solutions business of collecting,
transporting, and destroying controlled substances from retail customers. With the acquisition of Stericycle, these matters
may result in adverse consequences, including permit revocations or denials and civil, criminal and administrative
penalties.
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Financial Risks
Our capital requirements and our business strategy could increase our expenses, cause us to change our growth and
development plans, or result in an inability to maintain our desired credit profile.
If economic conditions or other risks and uncertainties cause a significant reduction in our cash flows from operations,
we may reduce or suspend capital expenditures, growth and acquisition activity, implementation of our business strategy,
dividend declarations or share repurchases. We may choose to incur indebtedness to pay for these activities, although our
access to capital markets is not assured and we may not be able to incur indebtedness at a cost that is consistent with
current borrowing rates. We also may need to incur indebtedness to refinance scheduled debt maturities, and it is possible
that the cost of financing could increase significantly, thereby increasing our expenses and decreasing our net income.
Macroeconomic pressures, including inflation and rising interest rates, and market disruption are continuing. The U.S.
government’s future actions regarding its debt ceiling and any possibility that the U.S. could default on its debt obligations
could cause further interest rate increases, disrupt access to capital markets and trigger recessionary conditions. Further,
our ability to execute our financial strategy, manage interest rate exposure and incur indebtedness is somewhat dependent
upon our ability to maintain investment grade credit ratings on our senior debt. The credit rating process is contingent
upon our credit profile and several other factors, many of which are beyond our control, including methodologies
established and interpreted by third-party rating agencies. An important factor in our credit ratings is our leverage. We
have communicated the Company’s expectation that our leverage will return to targeted levels about 18 months after the
November 2024 acquisition of Stericycle. If we do not achieve our projected reduction in leverage, it could negatively
impact our credit ratings. If we were unable to maintain our investment grade credit ratings in the future, our interest
expense would increase and our ability to obtain financing on favorable terms could be adversely affected. We have
$2.7 billion of debt as of December 31, 2024 that is exposed to changes in market interest rates within the next 12 months,
associated with our commercial paper borrowings and tax-exempt bonds. If interest rates increase, our interest expense
would also increase, lowering our net income and decreasing our cash flow.
We may use our $3.5 billion long-term U.S. and Canadian revolving credit facility (“$3.5 billion revolving credit
facility”) to meet our cash needs, to the extent available, until maturity in May 2029. As of December 31, 2024, we had
no outstanding borrowings under this facility. We had $1.2 billion of outstanding borrowings (net of related discount on
issuance) under our commercial paper program and $224 million of letters of credit issued, both supported by this facility,
leaving unused and available credit capacity of $2.1 billion as of December 31, 2024. In the event of a default under our
$3.5 billion revolving credit facility we could be required to immediately repay all outstanding borrowings and make cash
deposits as collateral for all obligations the facility supports, which we may not be able to do. Additionally, any such
default could cause a default under many of our other credit agreements and debt instruments. Without waivers from
lenders party to those agreements, any such default would have a material adverse effect on our ability to operate.
Increases in the costs of obtaining adequate financial assurance, or the inadequacy of our insurance coverages, could
negatively impact our liquidity and increase our liabilities.
The amount of insurance we are required to maintain for environmental liability is governed by statutory requirements.
We also carry a broad range of other insurance coverages that are customary for a company our size. To the extent our
obligations for claims are more than we estimated, our insurance coverage is inadequate to cover our obligations, or our
insurers are unable to meet their obligations, the requirement that we pay such obligations could have a material adverse
effect on our financial results.
In addition, to fulfill our financial assurance obligations with respect to variable-rate tax-exempt debt, and final
capping, closure, post-closure and environmental remediation obligations, we generally obtain letters of credit or surety
bonds, rely on insurance, including captive insurance, fund trust and escrow accounts or rely upon WMI financial
guarantees. Our financial position, which can be negatively affected by asset impairments, our credit profile and general
economic factors, may increase the cost of our current financial assurance instruments, and changes in regulations may
impose stricter requirements on the types of financial assurance that will be accepted. In the event we are unable to obtain
sufficient surety bonding, letters of credit or third-party insurance coverage at reasonable cost, or one or more states cease
to view captive insurance as adequate coverage, we would need to rely on other forms of financial assurance. It is possible
that we could be required to deposit cash to collateralize certain obligations, which could negatively impact our liquidity.
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We may record material charges against our earnings due to impairments to our assets.
Events that have in the past and may in the future lead to an impairment include, but are not limited to, shutting down
a facility or operation, abandoning a development project, project cost overruns or the denial of an expansion permit.
Additionally, declining waste volumes and development of, and customer preference for, alternatives to traditional waste
disposal could warrant asset impairments. If we determine an asset or expansion project is impaired, we will charge against
earnings any unamortized capitalized expenditures and advances relating to such asset or project reduced by any portion
of the capitalized costs that we estimate will be recoverable, through sale or otherwise. We also carry a significant amount
of goodwill on our Consolidated Balance Sheets, which is required to be assessed for impairment annually, and more
frequently in the case of certain triggering events. We have in the past and may in the future be required to incur charges
against earnings if such impairment tests indicate that the fair value of a reporting unit is below its carrying amount. Any
such charges could have a material adverse effect on our results of operations.
We could face significant liabilities for withdrawal from Multiemployer Pension Plans.
We are a participating employer in a number of trustee-managed multiemployer defined benefit pension plans
(“Multiemployer Pension Plans”) for employees who are covered by collective bargaining agreements. In the event of our
withdrawal from a Multiemployer Pension Plan, we may incur expenses associated with our obligations for unfunded
vested benefits at the time of the withdrawal. Depending on various factors, including potential legislative changes, future
withdrawals could have a material adverse effect on results of operations or cash flows for a particular reporting period,
and our ongoing costs of participation in Multiemployer Pension Plans may increase. See Notes 9 and 10 to the
Consolidated Financial Statements for more information related to our participation in Multiemployer Pension Plans.
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Item 1B. Unresolved Staff Comments.
None.
Item 1C. Cybersecurity.
Strategy, Governance and Risk Management
Our Technology Risk Program is designed to proactively identify, monitor, and mitigate technology-related risks
across our digital operations and assess cybersecurity risks related to third-party vendors and suppliers. Our Cybersecurity
Program and our Technology Risk Program are led by our Chief Information Security Officer (“CISO”) a Certified
Information Systems Security Professional with two decades of cybersecurity leadership. The CISO and his team are
responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture and processes. The
Technology Risk Oversight Committee chaired by our CISO, with members representing leadership throughout our
Company, provides oversight and guidance to technology risks, including cybersecurity. Our Company’s Cybersecurity
Program is designed to align with the National Institute of Standards and Technology (“NIST”) Cybersecurity Framework
and leading industry practices, and our Cybersecurity Program is integrated into our Company’s Enterprise Risk
Management framework. Internal and external experts regularly evaluate our Cybersecurity Program, and the results of
those reviews are reported to senior management and our Company’s Board of Directors. Our Incident Response
Committee, which is comprised of leaders in the areas of information security, digital, legal, finance, privacy, compliance
and ethics, corporate security and communications, is responsible for leading our Company’s response to cyber incidents.
Our Cybersecurity Incident Response Plan outlines the processes by which management is informed about and monitors
detection and mediation of cyber incidents. We actively engage with key vendors, industry participants, and intelligence
and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our
information security policies and procedures. We have a Data Protection Office that works closely with, and assists, our
enterprise Privacy Program, overseen by the Chief Privacy Officer, along with advisory support from appointed Data
Protection Officers in Europe and Quebec.
While we have experienced cybersecurity threats and breaches targeting our information technology systems and
networks and those of our third-party providers, including within the last three years, these incidents have not had a
material impact on our Company, including our business strategy, results of operations or financial condition. Risks from
cybersecurity threats, including previous cybersecurity incidents encountered by the Company and known incidents
encountered by third parties with a connection to the Company, are also not currently viewed as reasonably likely to
materially impact our Company, including our business strategy, results of operations or financial condition. We are
regularly the target of attempted cyber intrusions, have experienced cyber intrusions, and we anticipate continuing to be
subject to such attempts as cyber intrusions become increasingly sophisticated and more difficult to predict and protect
against. Geopolitical conflicts and developments and technological advancements also increase the risk and likelihood of
cyber incidents. As such, we must commit substantial resources to continuously monitor and further develop our networks
and infrastructure to prevent, detect, and address the risk of unauthorized access, misuse, computer viruses and other
events. Although we have implemented and maintain commercially reasonable security measures and safeguards,
including to protect against and identify potential threats, these protections and other systems designed to mitigate
cybersecurity risks may not fully defend against an attack or future cybersecurity incident, which can be unpredictable in
nature. Although we believe that the probability of occurrence of a significant cybersecurity incident is less than likely, if
such an incident were to occur, the impact on the Company could be substantial. See Item 1A. Risk Factors — Significant
cybersecurity incidents negatively impact our business and our relationships with customers, vendors and employees and
expose us to increased liability for additional discussion.
Board Oversight
Management has primary responsibility for risk management within our Company. The Company’s Board of
Directors, with the support of its committees, oversees risk management to ensure that the processes designed,
implemented and maintained by our executives are functioning as intended and adapted when necessary to respond to
changes in our Company’s strategy as well as emerging risks. The Audit Committee of the Company’s Board of Directors
has responsibility for oversight of information and cybersecurity risks and assessment of cyber threats and defenses. The
Audit Committee receives reports on these matters from our most senior executives in the digital organization, including
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our Chief Information Officer and CISO, and the Company’s executive officers, at least twice a year. Topics historically
covered in such reports, and for which our Board exercises oversight, include third-party evaluation of our technology
infrastructure and information security against the NIST cybersecurity framework; management of emerging cyber threats
such as merger and acquisition activity and the adoption and governance of artificial intelligence; risk mitigation through
the Company’s enterprise-wide cybersecurity training, including our Board of Directors, conducted at least annually;
regular simulated phishing tests and third-party penetration testing; review of the Company’s cyber incident insurance
coverage and external cyber incident resources; review of the Company’s Cybersecurity Incident Response Plan; review
of readouts from cyber incident table top exercises; and consideration of applicable laws and regulations, including those
related to privacy. The Company’s Cybersecurity Incident Response Plan includes a section on Board escalation that
specifies the process for notification of the Chair of the Audit Committee and the Chair of the Board of the Directors upon
certain triggering events, and that group then determines the appropriate form and frequency of communication with the
full Audit Committee or Board of Directors, depending on the unique characteristics of the incident.
Item 2. Properties.
Our principal executive offices are in Houston, Texas where we lease approximately 285,000 square feet under a lease
expiring in 2035. We also have administrative offices in Arizona, Connecticut, Illinois, India and parts of Western Europe.
We own or lease real property in most locations where we have operations or administrative functions. We have operations
(i) in all 50 states; (ii) in the District of Columbia; (iii) parts of Canada and (iv) parts of Western Europe.
Our principal property and equipment consist of land (primarily landfills and other disposal facilities, transfer stations
and bases for collection operations), buildings, vehicles and equipment. We believe that our operating properties, vehicles
and equipment are adequately maintained and sufficient for our current operations. However, we expect to continue to
make investments in additional property and equipment for expansion, for the replacement of aging assets and investment
in assets that support our strategy of continuous improvement through efficiency and innovation. In addition, we continue
to make progress on our planned investments to expand our Recycling Processing and Sales and WM Renewable Energy
segments. As of December 31, 2024, we had 102 landfill gas beneficial use projects producing commercial quantities of
methane gas at owned or operated landfills. For 65 of these projects, the processed gas is used to fuel electricity generators.
The electricity is then sold to public utilities, municipal utilities or power cooperatives. For 23 of these projects, the gas is
used at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial
processes. For 11 of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas
suppliers. Additionally, three of these projects are on third-party landfills. For more information, see
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included within this
report.
The following table summarizes our various operations as of December 31:
2024(a)
2023
Landfills owned or operated . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
262
263
Transfer stations (a)(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
506
332
Recycling facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
105
102
Autoclave or alternative medical waste treatment facilities (b) . . . . . . . . . . . . . . . . . . . . . . . . .
69
—
Medical waste incinerator facilities (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
—
Secure information destruction processing facilities (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
107
—
(a) Includes 167 transfer stations in 2024 that are related to our WM Healthcare Solutions segment.
(b) Includes 35 Spain and Portugal locations consisting of 19 transfer stations, 12 autoclave or alternative medical
waste treatment facilities, 1 medical waste incinerator facility and 3 secure information destruction processing
facilities which were classified as assets held for sale as of December 31, 2024. See Note 17 to the Consolidated
Financial Statements for further discussion.
45
Item 3. Legal Proceedings.
Information regarding our legal proceedings can be found under the Environmental Matters and Litigation sections
of Note 10 to the Consolidated Financial Statements included within this report.
Item 4. Mine Safety Disclosures.
Information concerning mine safety and other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall
Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this annual report.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WM.” The number of
holders of record of our common stock on February 14, 2025 was 7,046.
The graph below shows the relative investment performance of Waste Management, Inc. common stock, the
S&P 500 Index and the Dow Jones Waste & Disposal Services Index for the last five years, assuming reinvestment of
dividends at date of payment into the common stock. The graph is presented pursuant to SEC rules and is not meant to be
an indication of our future performance.
12/31/19 12/31/20 12/31/21 12/31/22 12/31/23 12/31/24
Waste Management, Inc. . . . . . . . . . . . . . . . . . . . . $
100 $
105 $
152 $
145 $
168 $
192
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
100 $
118 $
152 $
125 $
158 $
197
Dow Jones Waste & Disposal Services Index . . . . $
100 $
107 $
149 $
141 $
166 $
198
$50
$100
$150
$200
$250
12/31/19
12/31/20
12/31/21
12/31/22
12/31/23
12/31/24
Comparison of Cumulative Five Year Total Return
Waste Management, Inc.
S&P 500 Index
Dow Jones Waste & Disposal Services Index
46
The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board
of Directors. Share repurchases are a part of our long-term strategy and incorporated into our overall capital allocation
plan to enhance our Company’s performance, in conjunction with our other uses of capital, and to return value to
stockholders in a tax-efficient manner. During 2024, we allocated an aggregate of $262 million to repurchase our common
stock under accelerated share repurchase (“ASR”) agreements and open market transactions. As of December 31, 2024,
we had received 1.5 million shares with a weighted average price per share of $196.95, exclusive of per-share commissions.
As a result of the Stericycle acquisition, the Company has temporarily suspended share repurchases. We expect to resume
share repurchases once the Company’s leverage returns to targeted levels, which is currently projected to be about 18
months after the November 2024 acquisition of Stericycle. See Note 13 to the Consolidated Financial Statements for
additional information.
There were no common stock repurchases during the fourth quarter of 2024.
Item 6. [Reserved]
None.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
This section includes a discussion of our results of operations for the three years ended December 31, 2024. This
discussion may contain forward-looking statements. See “Cautionary Statement about Forward-Looking Statements” in
Part I of this Annual Report on Form 10-K for more information. Forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from our historical experience and our present
expectations or anticipated results. These risks and uncertainties include, but are not limited to, those described in Part I,
“Item 1A. Risk Factors” and elsewhere in this report and may also be described from time to time in our future reports
filed with the U.S. Securities and Exchange Commission (“SEC”). The following discussion should be read considering
those disclosures and together with the Consolidated Financial Statements and the notes thereto.
Overview
We are North America’s leading provider of comprehensive environmental solutions, primarily providing services
throughout the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to manage
and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean,
renewable energy. We own or operate the largest network of landfills throughout the U.S. and Canada. In order to make
disposal more practical for larger urban markets, where the distance to landfills is typically farther, we manage transfer
stations that consolidate, compact and transport waste efficiently and economically. Our solid waste business is operated
and managed locally by our subsidiaries that focus on distinct geographic areas and provide collection, transfer, disposal,
recycling and resource recovery services. Through our subsidiaries, including our Waste Management Renewable Energy
(“WM Renewable Energy”) segment, we are also a leading developer, operator and owner of landfill gas-to-energy
facilities in the U.S. and Canada that produce renewable electricity and renewable natural gas, which is a significant source
of fuel that we allocate to our natural gas fleet. Additionally, we are a leading recycler in the U.S. and Canada, handling
materials that include paper, cardboard, glass, plastic and metal.
Stericycle Acquisition
On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle for $62.00 per share in
cash, pursuant to an Agreement and Plan of Merger dated June 3, 2024. Total enterprise value of the acquisition was
$7.2 billion (net of cash acquired) when including the assumption of $0.5 billion of debt and the repayment of
approximately $0.8 billion of net debt. The acquisition expands our offerings in the U.S., Canada and parts of Western
Europe. The post-closing operating results of Stericycle have been included in our Consolidated Financial Statements, as
a new reportable segment referred to as WM Healthcare Solutions.
47
For the year ended December 31, 2024, we incurred approximately $160 million of acquisition and integration related
costs, which are primarily classified as “Selling, general and administrative expenses.” Refer to Note 19 for more
information on the performance of our WM Healthcare Solutions segment.
Our senior management evaluates, oversees and manages the financial performance of our business through five
reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West
Tier (“West Tier”); (iii) Recycling Processing and Sales; (iv) WM Renewable Energy and (v) WM Healthcare Solutions.
Our East and West Tiers along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier
segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses. We also
provide additional services not managed through our five reportable segments, which are presented as Corporate and Other.
Collection and Disposal
Our Collection and Disposal businesses provide integrated environmental services, including collection, transfer,
disposal and resource recovery services. We evaluate our Collection and Disposal businesses primarily through two
geographic segments, East Tier and West Tier. Our East Tier primarily consists of geographic areas located in the Eastern
U.S., the Great Lakes region and substantially all of Canada. Our West Tier primarily includes geographic areas located
in the Western U.S., including the upper Midwest region, and British Columbia, Canada. Additionally, we provide Other
Ancillary services that are not managed through the Tier segments but that support our collection and disposal operations.
Other Ancillary includes specialized services performed for customers that have differentiated needs. These specialized
services are targeted at large industrial customers managed through our Sustainability and Environmental Solutions
(“SES”) business or geographically dispersed customers managed through our Strategic Business Solutions (“WMSBS”)
business. Also included within Other Ancillary are the results of non-operating entities that provide financial assurance
and self-insurance support for our business, net of intercompany activity.
Our Collection and Disposal businesses’ operating revenues are primarily generated from fees charged for our
collection, transfer, disposal and resource recovery services. Revenues from our collection operations are influenced by
factors such as collection frequency, type of collection equipment furnished, type and volume or weight of the waste
collected, distance to the disposal facility or recycling facility and our disposal costs. Revenues from our landfill operations
consist of tipping fees, which are generally based on the type and weight or volume of waste being disposed of at our
disposal facilities. Fees charged at transfer stations are generally based on the weight or volume of waste deposited,
considering our cost of loading, transporting and disposing of the solid waste at a disposal site.
Included within our Collection and Disposal businesses are landfills having (i) 20 third-party power generating
facilities converting our landfill gas to fuel electricity generators; (ii) 16 third-party renewable natural gas (“RNG”)
facilities processing landfill gas to be sold to natural gas suppliers and (iii) six third-party projects delivering our landfill
gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes. In return for providing
our landfill gas, we receive royalties from each facility, including the benefit of a 15% royalty from our WM Renewable
Energy segment based on net operating revenue generated through the sale of RNG, renewable identification numbers
(“RINs”), electricity and capacity, Renewable Energy Credits (“RECs”) and related environmental attributes from the
84 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our active landfills, which is
eliminated in consolidation.
Recycling Processing and Sales
Our Recycling Processing and Sales segment includes the processing and sales of materials collected from residential,
commercial and industrial customers. The materials are delivered to and processed at one of our many recycling facilities.
Through our brokerage business, we also manage the marketing of recycling commodities that are processed in our
facilities and by third parties by maintaining comprehensive service centers that continuously analyze market prices,
logistics, market demands and product quality.
Recycling Processing and Sales revenues generally consist of tipping fees and the sale of recycling commodities to
and/or on behalf of third parties. Our Recycling Processing and Sales segment excludes the collection of recycled materials
48
from our residential, commercial, and industrial customers which is included within our Collection and Disposal
businesses.
WM Renewable Energy
Our WM Renewable Energy segment develops, operates and promotes projects for the beneficial use of landfill gas.
Landfill gas is produced naturally as waste decomposes in a landfill. The methane component of the landfill gas is a readily
available, renewable energy source that can be gathered and used beneficially as an alternative to fossil fuel.
WM Renewable Energy converts landfill gas into several sources of renewable energy to be sold which include RNG,
electricity and capacity, heat and/or steam. WM Renewable Energy also generates and sells (i) RINs under the Renewable
Fuel Standard (“RFS”) program; (ii) other credits under a variety of state programs associated with the use of RNG in our
compressed natural gas fleet and (iii) RECs associated with the production of electricity. The RINs, RECs, and other
credits are sold to counterparties who are obligated under the regulatory programs and have a responsibility to procure
RINs, RECs, and other credits proportionate to their fossil fuel production and imports. RINs and RECs prices generally
fluctuate in response to regulations enacted by the Environmental Protection Agency (“EPA”) or other regulatory bodies,
as well as changes in supply and demand.
As of December 31, 2024, we had 102 landfill gas beneficial use projects producing commercial quantities of methane
gas at owned or operated landfills. For 65 of these projects, the processed gas is used to fuel electricity generators. The
electricity is then sold to public utilities, municipal utilities or power cooperatives. For 23 of these projects, the gas is used
at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.
For 11 of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas suppliers.
Additionally, three of these projects are on third-party landfills. The revenues from these facilities are primarily generated
through the sale of RNG, RINs, electricity and capacity, heat and/or steam, RECs and related environmental attributes.
WM Renewable Energy is charged a 15% royalty on net operating revenue from these facilities residing on our active and
closed landfills from our Collection and Disposal and Corporate and Other businesses, which is eliminated in
consolidation. Additionally, WM Renewable Energy operates and maintains seven third-party landfill beneficial gas use
projects in return for service revenue. Our Collection and Disposal and Corporate and Other businesses benefit from these
projects as well as 52 additional third-party landfill beneficial gas use projects in the form of royalties.
WM Healthcare Solutions
Our WM Healthcare Solutions segment includes (i) Regulated Waste and Compliance Services (“RWCS”) which
provide compliance programs and collection, processing, and disposal of regulated and specialized waste, including
medical, pharmaceutical and hazardous waste and (ii) Secure Information Destruction (“SID”) services, which provide for
the collection of personal and confidential information for secure destruction and recycling of sorted office paper. RWCS
are provided to customers in the U.S., Canada, Ireland and the United Kingdom (“U.K.”). SID services are provided to
customers in the U.S., Belgium, Canada, France, Germany, Ireland, Luxembourg, the Netherlands and the U.K.
Our WM Healthcare Solutions customers are primarily in the following industries: enterprise healthcare (i.e.,
hospitals, health systems, and national and corporate healthcare), practices and care providers (i.e., physician offices,
surgery centers, veterinary clinics, nursing and long-term care facilities, dental clinics, clinics and urgent care, dialysis
centers, and home health organizations), and pharmacy labs and research centers. Our WM Healthcare Solutions
businesses also provide services to airports and seaports, education institutions, funeral homes and crematories,
government and military, banks and professional services, and other businesses. While the WM Healthcare Solutions
businesses manage large volumes of waste and other materials, the average volume per customer site is relatively small.
Our customers typically enter into a contract for the provision of services on a scheduled basis, including weekly,
monthly or on an as-needed basis over the contract term. Under the contract terms, the WM Healthcare Solutions
businesses receive fees based on a monthly, quarterly or annual rate and/or fees based on contractual rates depending upon
measures including the volume, weight, and type of waste. Operating revenues are invoiced based on the terms of the
underlying contract either on a regular basis, or as services are performed and are generally due within a short period of
time after invoicing based upon normal terms and conditions for our business type and the geography of the services
performed.
49
As of December 31, 2024, our WM Healthcare Solutions businesses include a global fleet of approximately 6,100
routed trucks, tractors, collection vans and small duty vehicles. Our WM Healthcare Solutions segment operates out of
approximately 361 leased and owned facilities worldwide with 69 autoclaves or other alternative medical waste treatment
facilities, 18 medical waste incinerator facilities, 107 SID processing facilities and 167 transfer stations. Included within
our WM Healthcare Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024.
Corporate and Other
We also provide additional services that are not managed through our operating segments, which are presented in this
report as Corporate and Other. This includes the activities of our corporate office, including costs associated with our
long - term incentive program, expanded service offerings and solutions (such as our investments in businesses and
technologies that are designed to offer services and solutions ancillary or supplementary to our current operations) as well
as our closed sites. Also included within our Corporate and Other businesses closed sites are (i) six third - party power
generating facilities converting our landfill gas to fuel electricity generators; (ii) two third-party projects delivering our
landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes and (iii) two
third-party RNG facilities processing landfill gas to be sold to natural gas suppliers in return for a royalty. Additionally,
Corporate and Other benefits from a 15% royalty from our WM Renewable Energy segment based on net operating revenue
generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes from the 15
landfill beneficial use renewable energy projects owned by WM Renewable Energy on our closed sites, which is eliminated
in consolidation.
Included in the fees we charge for our services is our energy surcharge and other charges that are intended to pass
through costs to customers.
Business Environment
The waste industry is a comparatively mature and stable industry. However, customers increasingly expect more of
their waste materials to be recovered and those waste streams are becoming more complex. In addition, many state and
local governments mandate diversion, recycling and waste reduction at the source and prohibit the disposal of certain types
of waste at landfills. We monitor these developments to adapt our service offerings. As companies, individuals and
communities look for ways to be more sustainable, we promote our comprehensive services that go beyond our core
business of collecting and disposing of waste in order to meet their needs. This includes expanding traditional recycling
services, increasing organics collection and processing, providing medical waste services and expanding our renewable
energy projects to meet the evolving needs of our diverse customer base. As North America’s leading provider of
comprehensive environmental solutions, we are taking big, bold steps to catalyze positive change – change that will impact
our Company as well as the communities we serve. Consistent with our Company’s long-standing commitment to
sustainability and environmental stewardship, we have published our 2024 Sustainability Report, providing details on our
sustainability - related performance and outlining progress towards our 2030 sustainability goals. The Sustainability Report
conveys the strong linkage between the Company’s sustainability goals and our growth strategy, inclusive of the planned
and ongoing expansion of the Company’s Recycling Processing and Sales and WM Renewable Energy segments. The
information in this report can be found at sustainability.wm.com but it does not constitute a part of, and is not incorporated
by reference into, this Annual Report on Form 10 - K. For further discussion see Item 1. Business – Regulation – Recent
Developments and Focus Areas in Policy and Regulation.
We encounter intense competition from governmental, quasi-governmental and private service providers based on
pricing, and to a much lesser extent, the nature of service offerings, particularly in the residential line of business. Our
industry is directly affected by changes in general economic factors, including increases and decreases in consumer
spending, business expansions and construction activity. These factors generally correlate to volumes of waste generated
and impact our revenue. Negative economic conditions and other macroeconomic trends can and have caused customers
to reduce their service needs. Such negative economic conditions, in addition to competitor actions, can impact our strategy
to negotiate, renew, or expand service contracts and grow our business. We also encounter competition for acquisitions
and growth opportunities. General economic factors and the market for consumer goods, in addition to regulatory
developments, can also significantly impact commodity prices for the recyclable materials we sell. Significant components
of our operating expenses vary directly as we experience changes in revenue due to volume and inflation. Volume changes
50
can fluctuate significantly by line of business and volume changes in higher margin businesses can impact key financial
metrics. We must dynamically manage our cost structure in response to volume changes and cost inflation.
We believe the Company’s industry-leading asset network and strategic focus on investing in our people and our
digital platform will give the Company the necessary tools to address the evolving challenges impacting the Company and
our industry. In line with our commitment to continuous improvement and a differentiated customer experience, we remain
focused on our automation and optimization investments to enhance our operational efficiency and change the way we
interact with our customers. Advancements made through these initiatives are intended to seamlessly and digitally connect
all enterprise functions required to service customers and provide the best experience. We have made significant progress
in executing this technology enablement strategy to automate and optimize certain elements of our service delivery model.
The key benefits are reduced labor dependency on certain high - turnover jobs, particularly in customer experience,
recycling and residential collection, while further elevating our customer self-service through digitalization and
implementation of technologies to enhance the safety, reliability and efficiency within our collection operations.
Additionally, in 2022, we implemented a new general ledger accounting system, complementary finance enterprise
resource planning system and a human capital management system, which will continue to drive operational and service
excellence by empowering our people through a modern, simplified and connected employee experience.
We sometimes experience margin pressures and variability in earnings and margins from our commodity-driven
businesses, specifically within our Recycling Processing and Sales and WM Renewable Energy segments. While recycling
commodity prices have recovered in 2024 from the low levels experienced in 2023, commodity prices are still below levels
seen at the beginning of 2022. The impacts of commodity price fluctuations are not currently material to our WM
Renewable Energy segment; however, as we continue to make investments to grow that segment, we may experience more
significant impacts from fluctuations in the prices of electricity, natural gas, RINs and RECs. We continue to take proactive
steps to adjust our business models to protect against the down-side risk of changes in commodity prices.
Variability in economic conditions, including inflation, interest rates, employment trends and supply chain reliability,
can create risk and uncertainty in financial outlook. We take proactive steps to recover and mitigate inflationary cost
pressures through our overall pricing efforts and by managing our costs through efficiency, labor productivity, and
investments in technology to automate certain aspects of our business. We remain committed to putting our people first to
ensure that they are well positioned to execute our daily operations diligently and safely. We remain focused on delivering
outstanding customer service, managing our variable costs with changing volumes and investing in technology that will
enhance our customers’ experience and provide operating efficiencies intended to reduce our cost to serve.
Current Year Financial Results
During 2024, we continued to focus on our priorities to advance our strategy—enhancing employee engagement,
reducing our cost to serve through the use of technology and automation, and investing in growth through acquisitions and
our Recycling Processing and Sales and WM Renewable Energy segments. We invested approximately $8 billion, with
$7.5 billion funded in cash and $0.5 billion as the assumption of debt, on acquisitions in 2024, including having completed
our acquisition of Stericycle in early November. We remain diligent in offering competitive and differentiated services
that meet the needs of our customers, and we are focused on driving operating efficiencies and reducing discretionary
spend. We continue to invest in our people through paying a competitive market wage, investing in our digital platform
and providing training for our team members. We also continue to make investments in automation and optimization to
enhance our operational efficiency and improve labor productivity for all lines of business. This strategic focus, combined
with strong operational execution, resulted in increased revenue, income from operations and income from operations
margin in 2024 when compared to the prior year. During 2024, the Company allocated $3,231 million of available cash to
capital expenditures. We also allocated $1,472 million of available cash to our shareholders during 2024 through dividends
and common stock repurchases.
51
Key elements of our 2024 financial results include:
•
Revenues of $22,063 million for 2024 compared with $20,426 million in 2023, an increase of $1,637 million, or
8.0%. The increase is primarily attributable to (i) higher yield in our Collection and Disposal businesses;
(ii) acquisitions, net of divestitures; (iii) increases in commodity prices in our Recycling and Sales and WM
Renewable Energy segments and (iv) increased volumes. These increases were partially offset by a decrease in
revenue from our energy surcharge program as a result of a decline in the price of fuel, particularly diesel;
•
Operating expenses of $13,383 million in 2024, or 60.7% of revenues, compared with $12,606 million, or
61.7% of revenues, in 2023. As a percentage of revenue, operating expenses improved significantly compared to
the prior year as revenue growth from price, efficiency gains, improved employee retention and momentum in
truck deliveries offset the impacts of inflationary increases in wages and other expenses. The increase in total
operating expenses from prior year related primarily to (i) acquisitions; (ii) inflationary pressure on wages and
expenses; (iii) higher recycling customer rebates resulting from an approximate 50% increase in single-stream
recycling commodity prices; (iv) volume growth within our WMSBS business which relies more extensively on
subcontracted hauling and services than our Collection and Disposal businesses; (v) increases in landfill operating
costs, particularly for higher leachate costs due to wet weather and (vi) higher risk management spend, due in
part, to increases in certain large loss claims reserves. These increases were partially offset by lower diesel fuel
prices and an increase in gains on the sale of non-strategic assets in 2024 as compared with the prior year;
•
Selling, general and administrative expenses of $2,264 million in 2024, or 10.3% of revenues, compared with
$1,926 million, or 9.4% of revenues, in 2023. The $338 million increase was primarily due to (i) costs incurred
in connection with the acquisition and integration of Stericycle of which a significant portion were transaction
and integration costs that are not expected to recur; (ii) increased labor costs from higher annual and long-term
incentive compensation costs and annual wage increases and (iii) increased professional fees to support strategic
initiatives. Partially offsetting these increases was a decline in litigation costs;
•
Income from operations of $4,063 million, or 18.4% of revenues, in 2024 compared with $3,575 million, or
17.5% of revenues, in 2023. The increase in the current year earnings was primarily driven by (i) revenue growth
and improved performance within our Collection and Disposal businesses; (ii) impairments incurred in 2023 and
(iii) higher RIN quantities generated and sold at higher market values in the current year;
•
Net income attributable to Waste Management, Inc. was $2,746 million, or $6.81 per diluted share, compared
with $2,304 million, or $5.66 per diluted share, in 2023. The $442 million increase is due to an increase in income
from operations discussed above, as well as lower income tax expense driven by benefits generated from our low-
income housing investments and federal tax credits realized from our RNG investments. These increases were
partially offset by higher interest expense;
•
Net cash provided by operating activities was $5,390 million in 2024, compared with $4,719 million in 2023.
The $671 million increase in net cash provided by operating activities was primarily driven by (i) higher earnings
in our Collection and Disposal businesses; (ii) favorable changes in working capital, net of effects of acquisitions
and divestitures and (iii) lower annual incentive compensation payments. This increase was partially offset by
higher cash interest payments and income tax payments; and
•
Free cash flow was $2,317 million in 2024, compared with $1,902 million in 2023. The $415 million increase in
free cash flow was primarily due to the increases in operating cash described above and increase in proceeds from
the divestiture of non-strategic assets and businesses. These increases were partially offset by an increase in
capital spending, which was driven by our planned and ongoing investments in our Recycling Processing and
Sales and WM Renewable Energy segments and higher capital asset purchases in the current year to support our
Collection and Disposal businesses. Free cash flow is a non-GAAP measure of liquidity. Refer to Free Cash Flow
below for our definition of free cash flow, additional information about our use of this measure, and a
reconciliation to net cash provided by operating activities, which is the most comparable GAAP measure.
52
Results of Operations
Operating Revenues
The mix of operating revenues for the years ended December 31 are as follows (in millions):
Net
Intercompany
Gross
Operating
Operating
Operating
Revenues
Revenues(a)(b)
Revenues(b)
Year Ended December 31:
2024
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,371
$
798
$
6,169
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,089
794
3,883
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,466
89
3,555
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,964
230
3,194
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,890
1,911
16,801
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,445
1,513
4,958
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,381
1,067
2,448
Total Collection and Disposal . . . . . . . . . . . . . . .
19,716
4,491
24,207
Recycling Processing and Sales . . . . . . . . . . . . . . .
1,603
287
1,890
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
318
3
321
WM Healthcare Solutions . . . . . . . . . . . . . . . . . . . . .
403
10
413
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
23
25
48
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,063
$
4,816
$
26,879
2023
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
5,109
$
692
$
5,801
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,083
753
3,836
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,378
96
3,474
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,786
220
3,006
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,356
1,761
16,117
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,252
1,479
4,731
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,257
1,036
2,293
Total Collection and Disposal . . . . . . . . . . . . . . .
18,865
4,276
23,141
Recycling Processing and Sales . . . . . . . . . . . . . . .
1,264
312
1,576
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
273
3
276
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
24
22
46
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
20,426
$
4,613
$
25,039
2022
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
4,860
$
590
$
5,450
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,025
656
3,681
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,264
75
3,339
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,466
217
2,683
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,615
1,538
15,153
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,062
1,454
4,516
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,166
977
2,143
Total Collection and Disposal . . . . . . . . . . . . . .
17,843
3,969
21,812
Recycling Processing and Sales . . . . . . . . . . . . . . .
1,516
244
1,760
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
312
3
315
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
27
22
49
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,698
$
4,238
$
23,936
53
(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales
within a segment and between segments. Transactions within and between segments are generally made on a basis
intended to reflect the market value of the service.
(b) In the fourth quarter of 2024, the Company adjusted gross and intercompany operating revenues to reflect the 15%
royalty paid by WM Renewable Energy to Collection and Disposal and Corporate and Other businesses for the
purchase of landfill gas. There was no change to net operating revenues. Prior periods were recast to conform to
current year presentation.
The following table provides details associated with the period-to-period change in revenues and average yield for the
year ended December 31 (dollars in millions):
2024 vs. 2023
2023 vs. 2022
As a % of
As a % of
As a % of
As a % of
Related
Total
Related
Total
Amount Business(a) Amount Company(b) Amount Business(a) Amount Company(b)
Collection and disposal . . . . $ 811
4.5 %
$ 911
5.4 %
Recycling Processing
and Sales and WM
Renewable Energy (c) . . . 271
17.1
(381)
(20.2)
Energy surcharge and
mandated fees . . . . . . . . .
(97)
(9.9)
(104)
(9.7)
Total average yield (d) . . .
$
985
4.8 %
$ 426
2.1 %
Volume (e) . . . . . . . . . . . .
88
0.4
150
0.8
Internal revenue growth . .
1,073
5.2
576
2.9
Acquisitions . . . . . . . . . . .
584
2.9
186
0.9
Divestitures . . . . . . . . . . . .
(8)
—
(5)
—
Foreign currency
translation . . . . . . . . . . .
(12)
(0.1)
(29)
(0.1)
Total . . . . . . . . . . . . .
$ 1,637
8.0 %
$ 728
3.7 %
(a) Calculated by dividing the increase or decrease for the current year by the prior year’s related business revenue
adjusted to exclude the impacts of divestitures for the current year.
(b) Calculated by dividing the increase or decrease for the current year by the prior year’s total Company revenue adjusted
to exclude the impacts of divestitures for the current year.
(c) Includes combined impact of commodity price variability in both our Recycling Processing and Sales and WM
Renewable Energy segments, as well as changes in certain recycling fees charged by our collection and disposal
operations.
(d) The amounts reported herein represent the changes in our revenue attributable to average yield for the total Company.
(e) Includes activities from our Corporate and Other businesses.
The following provides further details about our period-to-period change in revenues:
Average Yield
Collection and Disposal Average Yield — This measure reflects the effect on our revenue from the pricing activities
of our collection, transfer and landfill operations, exclusive of volume changes. Revenue growth from Collection and
Disposal average yield includes not only base rate changes and environmental and service fee fluctuations, but also
(i) certain average price changes related to the overall mix of services, which are due to the types of services provided;
(ii) changes in average price from new and lost business and (iii) price decreases to retain customers.
54
The details of our revenue growth from Collection and Disposal average yield for the year ended December 31 are as
follows (dollars in millions):
2024 vs. 2023
2023 vs. 2022
As a % of
As a % of
Related
Related
Amount Business Amount Business
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 327
6.2 % $ 321
6.5 %
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
176
5.0
240
7.2
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
200
6.2
191
6.1
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
703
5.6
752
6.3
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
1.8
76
2.7
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
54
4.5
83
7.5
Total Collection and Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 811
4.5 % $ 911
5.4 %
Our overall pricing efforts are focused on keeping pace with the increasing costs and capital intensity of our business.
We are continuing to see growth in our landfill business with our municipal solid waste experiencing average yield of
3.1% in 2024.
Recycling Processing and Sales and WM Renewable Energy — Recycling Processing and Sales revenues attributable
to yield increased $245 million in 2024 and decreased $308 million in 2023, respectively, as compared with the prior year
periods. Average market prices for single-stream recycled commodities increased approximately 50% in 2024 and
decreased 40% in 2023 as compared with the prior year period. During 2023, the revenue decline from lower commodity
pricing that started in 2022 was partially offset by higher pricing in our recycling brokerage business as well as our
continued focus on a fee-based pricing model. Additionally, revenue in our WM Renewable Energy segment increased
$26 million in 2024 and decreased $73 million in 2023 as compared with the prior year periods, primarily driven by
fluctuations in energy prices and the value and quantity of RINs. While there may be short-term fluctuations in our
commodity-driven businesses as prices change, we believe that our business models and processes appropriately mitigate
the downside risk of changes in commodity prices.
Energy Surcharge and Mandated Fees — These fees decreased $97 million and $104 million in 2024 and 2023,
respectively, as compared to the prior year periods. Beginning in the second quarter of 2023, our energy surcharge was
revised to incorporate market prices for both diesel and CNG. The decrease in energy surcharge revenues is primarily due
to a decline in market prices for diesel fuel of approximately 10% in 2024 and 15% in 2023 as compared to the prior year
periods. The mandated fees are primarily related to fees and taxes assessed by various state, county and municipal
government agencies at our landfills and transfer stations. These amounts have not significantly impacted the change in
revenue for the periods presented.
Volume
Our revenues from volume (excluding volumes from acquisitions and divestitures) increased $88 million, or 0.4%,
and $150 million, or 0.8%, in 2024 and 2023, respectively, as compared with the prior year periods. Although our 2024
volume growth has moderated when compared to 2023, special waste and municipal solid waste tons at our landfills
continue to be a significant driver of our growth. Additionally, in 2024 we saw an increase in volumes in our WMSBS
business due to our continued focus on a differentiated service model for national accounts customers and our recycling
activity, renewable energy projects and commercial collection business contributed to our overall volume growth. These
increases were partially offset by a decrease in industrial collection volumes and the intentional shedding of low-margin
residential collection business. Furthermore, our construction and demolition landfill volumes for the year ended
December 31, 2024, declined as compared to prior year due to clean-up efforts in our East Tier from Hurricane Ian in
2023.
55
Acquisitions and Divestitures
Acquisitions and divestitures resulted in a net increase in revenues of $576 million, or 2.9%, and $181 million, or 0.9%,
in 2024 and 2023, respectively, as compared to the prior year periods. The 2024 increase was primarily due to our
acquisition of Stericycle in November 2024. The remaining increases were related to our ongoing investment in tuck-in
acquisitions of solid waste businesses.
Operating Expenses
Our operating expenses are comprised of (i) labor and related benefits costs (excluding labor costs associated with
maintenance and repairs discussed below), which include salaries and wages, bonuses, related payroll taxes, insurance and
benefits costs and the costs associated with contract labor; (ii) transfer and disposal costs, which include tipping fees paid
to third-party disposal facilities and transfer stations; (iii) maintenance and repairs costs relating to equipment, vehicles
and facilities and related labor costs; (iv) subcontractor costs, which include the costs of independent haulers who transport
waste collected by us to disposal facilities and are affected by variables such as volumes, distance and fuel prices; (v) costs
of goods sold, which includes the cost to purchase recycling materials for our Recycling Processing and Sales segment,
including certain rebates paid to suppliers; (vi) fuel costs, net of tax credits for alternative fuel, which represent the costs
of fuel to operate our truck fleet and landfill operating equipment; (vii) disposal and franchise fees and taxes, which include
landfill taxes, municipal franchise fees, host community fees, contingent landfill lease payments and royalties;
(viii) landfill operating costs, which include interest accretion on landfill liabilities, interest accretion on and discount rate
adjustments to environmental remediation liabilities, leachate and methane collection and treatment, landfill remediation
costs and other landfill site costs; (ix) risk management costs, which include general liability, automobile liability and
workers’ compensation claims programs costs and (x) other operating costs, which include gains and losses on sale of
assets, telecommunications, equipment and facility lease expenses, property taxes, utilities and supplies. Variations in
volumes year-over-year, as discussed above in Operating Revenues, in addition to cost inflation, affect the comparability
of the components of our operating expenses.
The following table summarizes the major components of our operating expenses for the year ended
December 31 (dollars in millions and as a percentage of revenues):
2024
2023
2022
Labor and related benefits . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,845 17.4 % $ 3,669 18.0 % $ 3,452 17.5 %
Transfer and disposal costs . . . . . . . . . . . . . . . . . . . . . . . . . 1,331
6.0 1,273
6.2
1,215
6.2
Maintenance and repairs . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,079
9.4 1,978
9.7
1,835
9.3
Subcontractor costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,240 10.2 2,185 10.7
2,006 10.2
Cost of goods sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,048
4.7
769
3.8
973
4.9
Fuel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
437
2.0
501
2.4
592
3.0
Disposal and franchise fees and taxes . . . . . . . . . . . . . . . .
744
3.4
736
3.6
720
3.7
Landfill operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . .
524
2.4
453
2.2
421
2.1
Risk management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
351
1.6
320
1.6
348
1.8
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
784
3.6
722
3.5
732
3.7
$ 13,383 60.7 % $ 12,606 61.7 % $ 12,294 62.4 %
As a percentage of revenue, operating expenses improved significantly compared to the prior year as revenue growth
from price, efficiency gains, improved employee retention and momentum in truck deliveries offset the impacts of
inflationary increases in wages and other expenses. The increase in total operating expenses from prior year related
primarily to (i) acquisitions; (ii) inflationary pressure on wages and expenses; (iii) higher recycling customer rebates
resulting from an approximate 50% increase in single-stream recycling commodity prices; (iv) volume growth within our
WMSBS business which relies more extensively on subcontracted hauling and services than our Collection and Disposal
businesses; (v) increases in landfill operating costs due to wet weather and (vi) higher risk management spend, due in part,
to increases in certain large loss claims reserves. These increases were partially offset by lower diesel fuel prices and an
increase in gains on the sale of non-strategic assets in 2024 as compared with the prior year.
Our operating expenses increased in 2023, as compared with 2022, primarily due to (i) inflationary cost pressures,
56
particularly for maintenance and repairs and subcontractor costs and (ii) labor cost pressure from frontline employee
market wage adjustments. These increases were offset, in part, by commodity-driven business impacts, particularly from
lower recycling rebates reflected in costs of goods sold and lower fuel prices. Our focus on operating efficiency and efforts
to control our costs, along with revenue growth, enabled us to improve operating costs as a percent of revenues in 2023 as
compared with 2022.
Significant items affecting the comparison of operating expenses between reported periods include:
Labor and Related Benefits — Our investments in technology that focus on driving route optimization, improving
driver retention, and creating efficiencies have positively impacted our labor and related benefits costs. The increase in
costs in 2024, as compared with 2023, was primarily driven by (i) increased headcount from our recent acquisitions and
(ii) annual employee wage increases and higher annual incentive compensation. These increases were offset, in part, by
the benefit of productivity and operational efficiency gains. The increase in labor and related benefits costs in 2023, as
compared with 2022, was primarily driven by (i) employee market wage adjustments; (ii) increased headcount primarily
from acquisitions and (iii) increases in health and welfare costs and in medical care activity. These increases were offset,
in part, by lower annual incentive compensation.
Transfer and Disposal Costs — The increase in transfer and disposal costs in 2024, as compared with 2023, was
primarily due to (i) inflationary cost increases, which includes increased disposal fees at third-party sites and higher rates
from our third-party haulers and (ii) incremental third-party transfer and disposal costs as a result of our recent acquisitions.
These cost increases were offset, in part, by decreases in industrial and residential collection volumes. The increase in
transfer and disposal costs in 2023, as compared with 2022, was primarily due to inflationary cost increases, which includes
increased disposal fees at third-party sites and higher rates from our third-party haulers, offset, in part, by a decrease in
collection volumes.
Maintenance and Repairs — The increase in maintenance and repairs costs in 2024, as compared with 2023, was
primarily driven by (i) inflationary and acquisition related cost increases for parts, supplies and third-party services, and
(ii) annual wage increases and higher technician headcount. These cost increases were offset, in part, by an improvement
in new truck deliveries, which require less maintenance than older trucks, (ii) fleet rationalization efforts that removed
older trucks and reduced our fleet count and (iii) improvements in operational efficiencies. The increase in maintenance
and repairs costs in 2023, as compared with 2022, was primarily driven by (i) continued inflationary cost increases for
parts, supplies and third-party services, although the impact of such inflationary cost increases moderated throughout the
year and (ii) labor cost increases for our technicians, including additional headcount.
Subcontractor Costs — The increase in subcontractor costs in 2024, as compared with 2023, was primarily due to
(i) an increase in volumes in our WMSBS business, which relies more extensively on subcontracted hauling and services
than our Collection and Disposal businesses (ii) continued inflationary cost increases related to labor costs from third-
party haulers and (iii) our recent acquisitions. These increases were offset, in part, by the impact of lower fuel prices on
third-party subcontracted hauling and services. The increase in subcontractor costs in 2023, as compared with 2022, was
primarily due to (i) an increase in volumes in our WMSBS and SES businesses, which rely more extensively on
subcontracted hauling and services than other parts of our Collection and Disposal businesses and (ii) continued
inflationary cost increases, particularly labor and other costs from third-party haulers.
Cost of Goods Sold — The increase in cost of goods sold in 2024, as compared with 2023, was primarily driven by an
approximate 50% increase in single-stream recycling commodity prices. The decrease in cost of goods sold in 2023, as
compared with 2022, was primarily driven by a 40% decrease in average single-stream recycling commodity prices.
Fuel — The decrease in fuel costs was primarily due to a decrease of approximately 10% in average market prices for
diesel fuel in 2024 and 15% in 2023.
Disposal and Franchise Fees and Taxes — The increase in disposal and franchise fees and taxes in 2024, as compared
with 2023, was primarily driven by an increase in landfill volumes and an overall rate increase in fees and taxes paid to
municipalities on our disposal volumes. The increase in disposal and franchise fees and taxes in 2023, as compared with
2022, was primarily driven by an overall rate increase in fees and taxes paid to municipalities on our disposal volumes.
57
Landfill Operating Costs — The increase in landfill operating costs in 2024, as compared with 2023, was primarily
due to (i) higher leachate collection and treatment and site maintenance costs which can largely be attributed to particularly
wet weather in certain markets throughout 2024 and (ii) increased methane collection and treatment costs. Our landfill
operating costs increased in 2023, as compared with 2022, primarily due to (i) higher expenses for interest accretion on
landfill and environmental remediation liabilities and (ii) an increase in remediation expense due to changes in
measurement of certain environmental remediation obligations.
Risk Management — The increase in risk management in 2024, as compared with 2023, was primarily due to
(i) adjustments to our reserves for certain large loss claims; (ii) higher auto and workers compensation claims costs and
(iii) increases in premiums for property coverage. These increases were offset, in part, by current year insurance recoveries
for property claims associated with a fire and natural disasters. Risk management costs decreased in 2023, as compared
with 2022, primarily due to lower levels of large loss claims.
Other — Other operating costs increased in 2024, as compared with 2023, primarily due to (i) our recent acquisitions
(ii) higher supply chain rebates in 2023 and (iii) a prior year favorable litigation settlement, which reduced our expenses
in that period. These increases were offset, in part, by gains on the sales of non-strategic assets in 2024. Other operating
costs decreased in 2023, as compared with 2022, primarily due to (i) supply chain rebates in 2023 and (ii) a favorable
litigation settlement, which were offset, in part, by (i) inflationary cost pressures, although the impact of such continued
inflationary cost increases moderated throughout the year; (ii) higher utility costs at our facilities; (iii) an increase in
business travel and (iv) higher equipment rental costs.
Selling, General and Administrative Expenses
Our selling, general and administrative expenses consist of (i) labor and related benefits costs, which include salaries,
bonuses, related insurance and benefits, contract labor, payroll taxes and equity-based compensation; (ii) professional fees,
which include fees for consulting, legal, audit and tax services; (iii) provision for bad debts, which includes allowances
for uncollectible customer accounts and collection fees and (iv) other selling, general and administrative expenses, which
include, among other costs, facility-related expenses, voice and data telecommunication, advertising, bank charges,
computer costs, travel and entertainment, rentals, postage and printing. In addition, the financial impacts of litigation
reserves generally are included in our “Other” selling, general and administrative expenses.
The following table summarizes the major components of our selling, general and administrative expenses for the year
ended December 31 (dollars in millions and as a percentage of revenues):
2024
2023
2022
Labor and related benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,400 6.4 % $ 1,205 5.9 % $ 1,195 6.1 %
Professional fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 358
1.6
228
1.1 268
1.4
Provision for bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
0.2
56
0.3
50
0.2
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 455
2.1
437
2.1 425
2.1
$ 2,264
10.3 % $ 1,926
9.4 % $ 1,938
9.8 %
Selling, general and administrative expenses in 2024, as compared with 2023, have increased due to (i) severance and
consulting costs incurred in connection with the acquisition and integration of Stericycle, of which a significant portion
are transaction and integration costs that are not expected to recur; (ii) increased labor costs from higher annual and long-
term incentive compensation and annual wage increases and (iii) increased professional fees to support strategic initiatives.
Partially offsetting these increases was a decline in litigation costs.
Selling, general and administrative expenses in 2023, as compared with 2022, decreased primarily due to (i) reduced
professional fees in connection with investments in our digital platform, as certain digital projects have moved from higher
cost development activities to implementation activities, and (ii) lower annual incentive compensation costs. These
decreases were partially offset by annual wage increases and increased litigation costs.
58
Significant items affecting the comparison of our selling, general and administrative expenses between reported
periods include:
Labor and Related Benefits — The increase in labor and related benefits costs in 2024, as compared with 2023, was
primarily related to (i) costs incurred in connection with our acquisition of Stericycle, including severance costs and
additional headcount; (ii) higher annual and long-term incentive compensation costs and (iii) annual employee wage
increases. The increase in labor and related benefits costs in 2023, as compared with 2022, was primarily related to
(i) annual wage increases for our employees; (ii) market adjustments for deferred compensation plans related to investment
performance and (iii) higher long-term incentive compensation costs, partially offset by lower annual incentive
compensation costs and lower contract labor expenses.
Professional Fees — The increase in professional fees in 2024, as compared with 2023, was primarily attributable to
legal, consulting and accounting costs incurred to support strategic initiatives, including our acquisition of Stericycle. The
decrease in professional fees in 2023, as compared with 2022, was primarily attributable to reduced expenses in connection
with investments in our digital platform.
Other — The increase in other expenses in 2024, as compared with 2023, was primarily related to (i) risk management
costs incurred in connection with the acquisition and integration of Stericycle and (ii) increased spend across multiple cost
categories including technology and travel. These cost increases were partially offset by a decline in litigation costs. The
increase in other expenses in 2023, as compared with 2022, was primarily related to (i) increased litigation costs;
(ii) increased bank charges and (iii) higher advertising spend, which were partially offset by lower travel expenses and
lower telecommunication costs.
Depreciation, Depletion and Amortization Expenses
The following table summarizes the components of our depreciation, depletion and amortization expenses for the year
ended December 31 (dollars in millions and as a percentage of revenues):
2024
2023
2022
Depreciation of tangible property and equipment . . . . . . . . . . $ 1,292 5.9 % $ 1,197 5.9 % $ 1,155 5.9 %
Depletion of landfill airspace . . . . . . . . . . . . . . . . . . . . . . . . . . 795 3.6 745
3.6 754
3.8
Amortization of intangible assets . . . . . . . . . . . . . . . . . . . . . . . 180 0.8 129
0.6 129
0.6
$ 2,267 10.3 % $ 2,071 10.1 % $ 2,038
10.3 %
The increase in depreciation of tangible property and equipment in 2024, as compared with 2023, was driven by (i)
increased investments in capital assets such as trucks and containers and (ii) the acquisition of Stericycle. The increase in
depletion of landfill airspace in 2024, as compared to with 2023, was driven by changes in amortization rates from revisions
in landfill estimates and volume increases, partially offset by the closure of a landfill in our East Tier. The increase in
amortization of intangibles was driven by the amortization of acquired intangible assets.
The increase in depreciation of tangible property and equipment in 2023, as compared with 2022, was mainly
influenced by strategic investments in our digital platform and investments in capital assets to service our customers, such
as machinery and containers. The decrease in depletion of landfill airspace in 2023, as compared with 2022, was primarily
driven by reductions in volume partially offset by the reopening of a previously closed site in our East Tier.
59
(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net
The following table summarizes the major components of (gain) loss from divestitures, asset impairments and unusual
items, net for the year ended December 31 (in millions):
2024
2023
2022
Gain from divestitures, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(26) $
— $
(5)
Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
275
50
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
(32)
17
$
82 $
243 $
62
During the year ended December 31, 2024, we recognized $82 million of net charges primarily consisting of (i) a
$54 million charge required to increase the estimated fair value of a liability associated with the expected disposition of
an investment the Company holds in a waste diversion technology business; (ii) a $14 million loss associated with the
divestiture of a minority investment in a medical waste company within Corporate and Other, in connection with our
acquisition of Stericycle and (iii) a $13 million charge pertaining to reserves for loss contingencies in our Corporate and
Other segment to adjust an indirect wholly-owned subsidiary’s estimated potential share of the liability for a proposed
environmental remediation plan at a closed site, as discussed in Note 10 to the Consolidated Financial Statements for
further information.
During the year ended December 31, 2023, we recognized $243 million of net charges primarily consisting of (i) a
$168 million goodwill impairment charge within our Recycling Processing and Sales segment related to a business
engaged in accelerating film and plastic wrap recycling capabilities, with $22 million attributable to noncontrolling
interests. This charge was partially offset by the recognition of $46 million of income related to the reversal of a liability
for contingent consideration associated with our investment in such business; (ii) $107 million of impairment charges
within Corporate and Other for certain investments in waste diversion technology businesses and (iii) a $17 million charge
within Corporate and Other to adjust an indirect wholly owned subsidiary’s estimated potential share of the liability for a
proposed environmental remediation plan at a closed site. Refer to Notes 5 and 10 to the Consolidated Financial Statements
for further information.
During the year ended December 31, 2022, we recognized $62 million of net charges consisting of (i) $50 million of
asset impairment charges primarily related to management’s decision to close two landfills within our East Tier and (ii) a
$17 million charge pertaining to reserves for loss contingencies within Corporate and Other to adjust an indirect wholly
owned subsidiary’s estimated potential share of the liability for a proposed environmental remediation plan at a closed
site, as discussed in Note 10 to the Consolidated Financial Statements. These losses were partially offset by a $5 million
gain from the divestiture of a collection and disposal operation in our West Tier.
See Note 2 to the Consolidated Financial Statements for additional information related to the accounting policy and
analysis involved in identifying and calculating impairments. See Note 19 to the Consolidated Financial Statements for
additional information related to the impact of impairments on the results of operations of our reportable segments.
60
Income from Operations
The following table summarizes income from operations for the year ended December 31 (dollars in millions):
Period-to-
Period-to-
Period
Period
2024
Change
2023
Change
2022
Collection and Disposal:
East Tier . . . . . . . . . . . . . . . . . . . $ 2,760 $
314
12.8 % $ 2,446 $
268
12.3 % $ 2,178
West Tier . . . . . . . . . . . . . . . . . . . 2,693
310
13.0
2,383
201
9.2
2,182
Other Ancillary . . . . . . . . . . . . . .
(9)
(1)
*
(8)
(8)
*
—
Collection and Disposal . . . . . . . . . 5,444
623
12.9
4,821
461
10.6
4,360
Recycling Processing and Sales . . .
86
130
*
(44)
(172)
*
128
WM Renewable Energy . . . . . . . . . .
99
20
25.3
79
(53)
(40.2)
132
WM Healthcare Solutions . . . . . . . .
(69)
(69)
*
—
—
*
—
Corporate and Other . . . . . . . . . . . . . (1,497)
(216)
16.9
(1,281)
(26)
2.1
(1,255)
Total . . . . . . . . . . . . . . . . . . . . $ 4,063 $
488
13.7 % $ 3,575 $
210
6.2 % $ 3,365
Percentage of revenues . . . . . . . . . .
18.4 %
17.5 %
17.1 %
* Percentage change does not provide a meaningful comparison.
Collection and Disposal — The most significant items affecting the results of operations of our Collection and
Disposal businesses during the three years ended December 31, 2024 are summarized below:
•
Income from operations in our Collection and Disposal businesses increased in 2024, as compared with 2023,
primarily due to (i) our focus on pricing our services to keep pace with inflationary cost pressures, alongside
intentional efforts to improve efficiency and operating costs incurred to serve our customers; (ii) contributions
from higher landfill volumes generated from special waste and municipal solid waste and (iii) gains on the sales
of non-strategic assets. These increases were partially offset by (i) a decline in contributions from lower industrial
volumes; (ii) an increase in landfill operating costs and (iii) increased depreciation expenses with relation to our
fleet, machinery and equipment as well as higher depletion costs at our landfills.
•
Income from operations in our Collection and Disposal businesses increased in 2023, as compared with 2022,
primarily due to revenue growth in our collection and disposal operations driven by both yield and volume. This
increase was partially offset by (i) inflationary cost pressures, particularly for maintenance and repairs and
subcontractor costs and (ii) labor cost pressure from frontline employee market wage adjustments.
Recycling Processing and Sales — Income from operations in our Recycling Processing and Sales segment increased
in 2024, as compared with 2023, primarily due to (i) net charges of $122 million recognized in 2023 related to a goodwill
impairment and reversal of contingent consideration, as discussed below and (ii) benefits from the automation of our
recycling facilities as well as investments in new facilities and cost management. These improvements were partially offset
by the impact of higher costs incurred from the temporary shutdown of facilities for technology upgrades.
Income from operations in our Recycling Processing and Sales segment decreased in 2023, as compared with 2022,
primarily due to (i) a $168 million goodwill impairment charge, with $22 million attributable to noncontrolling interests,
which was partially offset by the recognition of $46 million of income related to the reversal of contingent consideration
as discussed above in (Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net; (ii) a decline in recycling
commodity prices; (iii) lower revenue resulting from the temporary shutdown of facilities for technology upgrades
combined with increased costs associated with the transportation and third - party tip fees for processing recyclables and
(iv) startup costs linked to the establishment of a new processing facility.
WM Renewable Energy — Income from operations in our WM Renewable Energy segment increased in 2024, as
compared with 2023, primarily due to (i) higher RIN quantities generated and sold at higher market values in the current
year and (ii) increased beneficial use of landfill gas sold to third parties due to the completion of additional projects.
Income from operations in our WM Renewable Energy segment decreased in 2023, as compared with 2022, primarily due
to (i) lower energy prices and the value of RINs and (ii) increased operating and selling, general and administrative costs
61
associated with the construction of new projects to increase the beneficial use of landfill gas. These decreases were partially
offset by an increase in volume of RFS credits, electricity and natural gas.
WM Healthcare Solutions — Our WM Healthcare Solutions segment generated a loss of $69 million in 2024, which
was largely attributable to acquisition and integration related expenses. There is no 2023 or 2022 activity as Stericycle was
acquired on November 4, 2024.
Corporate and Other — The costs incurred by our Corporate and Other segment increased in 2024, as compared with
2023, primarily due to (i) increased professional and transaction fees to support strategic initiatives, including our
acquisition of Stericycle; (ii) higher annual and long-term incentive compensation costs and (iii) an increase in risk
management costs due to an increase in our large loss reserves as well as higher auto and workers compensation claims.
This increase was partially offset by the impact of non-cash impairment charges for certain investments incurred in 2023,
as discussed below.
Income from operations in Corporate and Other decreased in 2023, as compared with 2022, primarily due to
impairment charges of (i) $107 million for certain investments in waste diversion technology businesses and
(ii) $17 million to adjust an indirect wholly-owned subsidiary’s estimated potential share of the liability for a proposed
environmental remediation plan at a closed site.
Interest Expense, Net
Our interest expense, net was $598 million, $500 million and $378 million in 2024, 2023 and 2022, respectively. The
increase in interest expense, net for 2024 is primarily related to an increase in our average debt balances to fund our
acquisition of Stericycle. The increase in interest expense, net for 2023 is primarily related to an increase in our weighted
average borrowing rate of approximately 80 basis points due to increased rates on floating-rate debt and higher fixed rates
on refinancing as well as an increase in average debt balances to fund growth. Partially offsetting these increases were
benefits from higher capitalized interest and increases in interest income as a result of higher cash and cash equivalent
balances as well as higher investment rates. See Note 6 to the Consolidated Financial Statements for more information
related to our debt balances.
Loss on Early Extinguishment of Debt, Net
In October 2024, we drew $5.2 billion of borrowings under the Term Credit Agreement that were applied to funding
our acquisition of Stericycle. In November 2024, we repaid all outstanding borrowings with net proceeds from our
November 2024 issuance of $5.2 billion of senior notes and contemporaneously terminated the Term Credit Agreement,
resulting in a $7 million loss on early extinguishment of debt.
Equity in Net Income (Losses) of Unconsolidated Entities
We recognized equity method investment income of $4 million in 2024 and losses of $60 million and $67 million in
2023 and 2022, respectively. These financial statement impacts are largely related to our noncontrolling interests in entities
established to invest in and manage low-income housing properties. In 2024, we adopted Accounting Standards Update
(“ASU”) 2023-02, and, as a result, beginning in 2024, the amortization of these investments is recognized as a component
of income tax expense. Refer to Notes 2 and 8 to the Consolidated Financial Statements for further discussion. We generate
tax benefits, including tax credits, from the losses incurred from these investments. The losses are more than offset by the
tax benefits generated by these investments as further discussed in Notes 8 and 18 to the Consolidated Financial
Statements.
Income Tax Expense
We recorded income tax expense of $713 million, $745 million and $678 million in 2024, 2023 and 2022,
respectively, resulting in effective income tax rates of 20.6%, 24.7% and 23.2% for the years ended December 31, 2024,
2023 and 2022, respectively. The comparability of our income tax expense for the reported periods has been primarily
affected by the following:
62
•
Renewable Natural Gas — Through our subsidiaries, including our WM Renewable Energy segment, we have
invested in building landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and
RNG. We expect our new RNG facilities to qualify for federal tax credits and to realize those credits through
2027 under Sections 48 and 45Z of the Internal Revenue Code. We completed construction of five RNG facilities
in 2024 and one RNG facility in 2023, resulting in a reduction to our income tax expense of $137 million and
$8 million, respectively, for investment tax credits under Section 48 (additional information related to these tax
credits is included below under the Tax Legislation section);
•
Low-Income Housing — As a result of adopting ASU 2023-02, we amortize our investments in these entities
using the proportional amortization method. Under the proportional amortization method, the equity investment
is amortized in proportion to the income tax credits and other income tax benefits received. The amortization
expense and the income tax credits are required to be presented on a net basis in income tax expense on the
Consolidated Statements of Operations. Prior to fiscal year 2024, we accounted for our investments in these
entities using the equity method of accounting, recognizing our share of each entity’s results of operations and
other reductions in the value of our investments in equity in net income (losses) of unconsolidated entities, within
our Consolidated Statements of Operations. We recognized additional income tax expense of $78 million in 2024,
related to amortization under ASU 2023-02. We recognized net losses of $66 million and $65 million in 2023
and 2022, respectively, and a reduction in our income tax expense of $104 million, $108 million and $99 million
in 2024, 2023, and 2022, respectively, primarily due to federal tax credits realized from these investments as well
as the tax benefits from the pre - tax losses realized. See Notes 2, 8, and 18 to the Consolidated Financial
Statements for additional information related to these unconsolidated variable interest entities;
•
Tax Implications of Impairments — During the years ended December 31, 2024 and 2023, we recognized
additional income tax expense of $14 million and $50 million, respectively, due to non-cash impairment charges
that were not deductible for tax purposes in the year of impairment. The non-cash impairment charge recognized
during 2022 was deductible for tax purposes. See Note 11 to the Consolidated Financial Statements for more
information related to our impairment charges; and
•
Tax Legislation — The Inflation Reduction Act of 2022 (“IRA”) contains several tax-related provisions, including
with respect to (i) alternative fuel tax credits; (ii) tax incentives for investments in renewable energy production,
carbon capture, and other climate actions and (iii) the overall measurement of corporate income taxes. Given the
complexity and uncertainty around the applicability of the legislation to our specific facts and circumstances, we
continue to analyze the IRA provisions to identify and quantify potential opportunities and applicable benefits
included in the legislation. The provisions of the IRA related to alternative fuel tax credits secure approximately
$60 million of annual pre-tax benefit (recorded as a reduction in our operating expense) from tax credits in 2023
and 2024. The alternative fuel credit expired at the end of 2024 and will not provide any future benefit to the
Company absent further legislative action. With respect to the investment tax credit, we expect the cumulative
benefit to be between $300 million and $400 million, a large portion of which is anticipated to be realized in 2024
through 2026. The expected benefit from the investment tax credit for 2025 and 2026 is dependent on a number
of estimates and assumptions, including the timing of project completion. Finally, we expect that the production
tax credit incentives for investments in renewable energy and carbon capture, as expanded by the IRA, will likely
result in an incremental benefit to the Company, although at this time, the anticipated amount of such benefit has
not been quantified due, in part, to the lack of regulatory guidance.
See Note 8 to the Consolidated Financial Statements for more information related to income taxes.
63
Landfill and Environmental Remediation Discussion and Analysis
We owned or operated 257 solid waste landfills and five secure hazardous waste landfills as of December 31, 2024
and 258 solid waste landfills and five secure hazardous waste landfills as of December 31, 2023. For these landfills, the
following table reflects changes in capacity, as measured in tons of waste, for the year ended December 31 and remaining
airspace, measured in cubic yards of waste, as of December 31 (in millions):
2024
2023
Remaining
Remaining
Permitted Expansion
Total
Permitted Expansion
Total
Capacity Capacity Capacity Capacity Capacity Capacity
Balance as of beginning of year (in tons) . . . . . . . . . . . . . . . . . . . . .
5,211
161 5,372
5,165
190
5,355
Acquisitions, divestitures, newly permitted landfills and closures .
—
8
8
—
—
—
Changes in expansions pursued (a) . . . . . . . . . . . . . . . . . . . . . . . . . .
—
58
58
—
138
138
Expansion permits granted (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
(64)
—
168
(168)
—
Depletable tons received . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(125)
—
(125)
(123)
—
(123)
Changes in engineering estimates and other (c) . . . . . . . . . . . . . . .
24
2
26
1
1
2
Balance as of end of year (in tons) (d) . . . . . . . . . . . . . . . . . . . . . . .
5,174
165 5,339
5,211
161
5,372
Balance as of end of year (in cubic yards) (d) . . . . . . . . . . . . . . . . .
5,049
165 5,214
5,079
180
5,259
(a) Amounts reflected here relate to the combined impacts of (i) new expansions pursued; (ii) increases or decreases in
the airspace being pursued for ongoing expansion efforts; (iii) adjustments for differences between the airspace being
pursued and airspace granted and (iv) decreases due to decisions to no longer pursue expansion permits, if any.
(b) We received expansion permits at 11 of our landfills during 2024 and 13 of our landfills during 2023, demonstrating
our continued success in working with municipalities and regulatory agencies to expand the disposal airspace of our
existing landfills.
(c) Changes in engineering estimates can result in changes to the estimated available remaining airspace of a landfill or
changes in the utilization of such landfill airspace, affecting the number of tons that can be placed in the future.
Estimates of the amount of waste that can be placed in the future are reviewed annually by our engineers and are based
on a number of factors, including standard engineering techniques and site-specific factors such as current and
projected mix of waste type; initial and projected waste density; estimated number of years of life remaining; depth
of underlying waste; anticipated access to moisture through precipitation or recirculation of landfill leachate and
operating practices. We continually focus on improving the utilization of airspace through efforts that may include
recirculating landfill leachate where allowed by permit; optimizing the placement of daily cover materials and
increasing initial compaction through improved landfill equipment, operations and training.
(d) See Note 2 to the Consolidated Financial Statements for discussion of converting remaining cubic yards of airspace
to tons of capacity.
The depletable tons received at our landfills for the year ended December 31 are shown below (tons in thousands):
2024
2023
# of Depletable Tons per # of Depletable Tons per
Sites
Tons
Day Sites
Tons
Day
Solid waste landfills (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 257
124,271
456 258 122,141
450
Hazardous waste landfills . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5
626
2
5
658
2
262 124,897
458 263 122,799
452
Solid waste landfills closed, divested or lease or other
contractual agreement expired during related year . . . . . . .
113
—
125,010
122,799
(a) As of December 31, 2024 and 2023, we had 15 and 17 landfills, respectively, which were not accepting waste.
64
As of December 31, 2024, we owned or managed 239 sites that are either in closure or post-closure, have received a
certification post-closure, or are regulated under a remedial action plan.
Based on remaining permitted airspace as of December 31, 2024 and projected annual disposal volume, the weighted
average remaining landfill life for all of our owned or operated landfills is approximately 38 years. Many of our landfills
have the potential for expanded airspace beyond what is currently permitted. We monitor the availability of permitted
airspace at each of our landfills and evaluate whether to pursue an expansion at a given landfill based on estimated future
disposal volume, disposal prices, construction and operating costs, remaining airspace and likelihood of obtaining an
expansion permit. We are seeking expansion permits at 18 of our landfills that meet the expansion criteria outlined in the
Critical Accounting Estimates and Assumptions — Landfills section below. Although no assurances can be made that all
future expansions will be permitted or permitted as designed, the weighted average remaining landfill life for all owned or
operated landfills is approximately 39 years when considering remaining permitted airspace, expansion airspace and
projected annual disposal volume.
The number of landfills owned or operated as of December 31, 2024, segregated by their estimated operating lives
based on remaining permitted and expansion airspace and projected annual disposal volume, was as follows:
# of Landfills
0 to 5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
6 to 10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22
11 to 20 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
21 to 40 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
41+ years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
262 (a)
(a) Of the 262 landfills, 221 are owned, 29 are operated under lease agreements and 12 are operated under other
contractual agreements. For the landfills not owned, we are usually responsible for final capping, closure and
post - closure obligations.
Landfill Assets — We capitalize various costs that we incur to prepare a landfill to accept waste. These costs generally
include expenditures for land (including the landfill footprint and required landfill buffer property), permitting, excavation,
liner material and installation, landfill leachate collection systems, landfill gas collection systems, environmental
monitoring equipment for groundwater and landfill gas, directly related engineering, capitalized interest, and on-site road
construction and other capital infrastructure costs. The cost basis of our landfill assets also includes estimates of future
costs associated with landfill final capping, closure and post-closure activities, which are discussed further below.
The changes to the cost basis of our landfill assets and accumulated landfill airspace depletion for the year ended
December 31, 2024 are reflected in the table below (in millions):
Accumulated
Net Book
Cost Basis of
Landfill Airspace
Value of
Landfill Assets
Depletion
Landfill Assets
December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,473
$
(11,643)
$
7,830
Capital additions . . . . . . . . . . . . . . . . . . . . . . . . .
832
—
832
Asset retirement obligations incurred and
capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
—
91
Depletion of landfill airspace . . . . . . . . . . . . . .
—
(795)
(795)
Foreign currency translation . . . . . . . . . . . . . . .
(100)
47
(53)
Asset retirements and other adjustments . . . . .
(23)
132
109
December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . .
$
20,273
$
(12,259)
$
8,014
As of December 31, 2024, we estimate that we will spend approximately $845 million in 2025, and approximately
$1.8 billion in 2026 and 2027 combined, for the construction and development of our landfill assets. The specific timing
65
of landfill capital spending is dependent on future events and spending estimates are subject to change due to fluctuations
in landfill waste volumes, changes in environmental requirements and other factors impacting landfill operations.
Landfill and Environmental Remediation Liabilities — As we accept waste at our landfills, we incur significant asset
retirement obligations, which include liabilities associated with landfill final capping, closure and post-closure activities.
These liabilities are accounted for in accordance with authoritative guidance on accounting for asset retirement obligations
and are discussed in Note 2 to the Consolidated Financial Statements. We also have liabilities for the remediation of
properties that have incurred environmental damage, which generally was caused by operations or for damage caused by
conditions that existed before we acquired operations or a site. We recognize environmental remediation liabilities when
we determine that the liability is probable and the cost for the likely remedy can be reasonably estimated.
The changes to landfill and environmental remediation liabilities for the year ended December 31, 2024 are reflected
in the table below (in millions):
Environmental
Landfill
Remediation
December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,853
$
209
Obligations incurred and capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
—
Obligations settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(136)
(23)
Interest accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
—
Revisions in estimates and interest rate assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
36
Acquisitions, divestitures and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)
—
December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,057
$
222
Landfill Operating Costs — The following table summarizes our landfill operating costs for the year ended
December 31 (in millions):
2024
2023
2022
Interest accretion on landfill and environmental remediation liabilities . . . . . . . . . .
$
133
$
130
$
112
Leachate and methane collection and treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
230
196
193
Landfill remediation costs and discount rate adjustments to environmental
remediation liabilities and recovery assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
7
(2)
Other landfill site costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
143
120
118
Total landfill operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
524
$
453
$
421
Depletion of Landfill Airspace — Depletion of landfill airspace, which is included as a component of depreciation,
depletion and amortization expenses, includes the following:
•
the depletion of landfill capital costs, including (i) costs that have been incurred and capitalized and (ii) estimated
future costs for landfill development and construction required to develop our landfills to their remaining
permitted and expansion airspace; and
•
the depletion of asset retirement costs arising from landfill final capping, closure and post-closure obligations,
including (i) costs that have been incurred and capitalized and (ii) projected asset retirement costs.
Depletion expense is recorded on a units-of-consumption basis, applying cost as a rate per ton. The rate per ton is
calculated by dividing each component of the depletable basis of a landfill (net of accumulated depletion) by the number
of tons needed to fill the corresponding asset’s remaining permitted and expansion airspace. Landfill capital costs and
closure and post-closure asset retirement costs are generally incurred to support the operation of the landfill over its entire
operating life and are, therefore, depleted on a per-ton basis using a landfill’s total permitted and expansion airspace. Final
capping asset retirement costs are related to a specific final capping event and are, therefore, depleted on a per-ton basis
using each discrete final capping event’s estimated permitted and expansion airspace. Accordingly, each landfill has
multiple per-ton depletion rates.
66
The following table presents our landfill airspace depletion expense on a per-ton basis for the year ended
December 31:
2024
2023
2022
Depletion of landfill airspace (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
795
$
745
$
754
Tons received, net of redirected waste (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . .
125
123
125
Average landfill airspace depletion expense per ton. . . . . . . . . . . . . . . . . . . . . . . . . .
$
6.36
$
6.07
$
6.05
Different per-ton depletion rates are applied at each of our 262 landfills, and per-ton depletion rates vary significantly
from one landfill to another due to (i) inconsistencies that often exist in construction costs and provincial, state and local
regulatory requirements for landfill development and landfill final capping, closure and post-closure activities and
(ii) differences in the cost basis of landfills that we develop versus those that we acquire. Accordingly, our landfill airspace
depletion expense measured on a per-ton basis can fluctuate due to changes in the mix of volumes we receive across the
Company each year.
Liquidity and Capital Resources
The Company consistently generates annual cash flow from operations that meets and exceeds our working capital
needs, allows for payment of our dividends, investment in the business through capital expenditures and tuck-in
acquisitions, and funding of strategic sustainability growth investments. We continually monitor our actual and forecasted
cash flows, our liquidity and our capital resources, enabling us to plan for our present needs and fund unbudgeted business
requirements that may arise during the year. The Company believes that its investment grade credit ratings, diverse investor
base, large value of unencumbered assets and modest leverage enable it to obtain adequate financing, and refinance
upcoming maturities, as necessary to meet its ongoing capital, operating, strategic and other liquidity requirements. We
also have the ability to manage liquidity during periods of significant financial market disruption through temporary
modification of our capital expenditure and share repurchase plans.
Summary of Contractual Obligations
The following table summarizes our significant contractual obligations as of December 31, 2024 (other than recorded
obligations related to liabilities associated with environmental remediation costs and non-cancelable operating lease
obligations, which are discussed further in Notes 3 and 7 to the Consolidated Financial Statements, respectively) and the
anticipated effect of these obligations on our liquidity in future years (in millions):
2025
2026
2027
2028
2029
Thereafter
Total
Recorded Obligations:
Final capping, closure and post-closure liabilities (a) . . $ 177 $ 223 $ 265 $ 197 $ 166 $ 3,762 $ 4,790
Debt payments (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,613 747 2,022 1,969 2,048 14,680 24,079
Unrecorded Obligations:
Interest on debt (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 928 888 838 736 647 5,168 9,205
Estimated unconditional purchase obligations (d) . . . . . 274 270 142
96
68
556 1,406
Anticipated liquidity impact as of December 31, 2024 $ 3,992 $ 2,128 $ 3,267 $ 2,998 $ 2,929 $ 24,166 $ 39,480
(a) Includes liabilities for final capping, closure and post-closure costs recorded in our Consolidated Balance Sheet as of
December 31, 2024, without the impact of discounting and inflation. Our recorded liabilities for final capping, closure
and post-closure costs will increase as we continue to place additional tons within the permitted airspace at our
landfills.
(b) These amounts represent the scheduled principal payments based on their contractual maturities related to our
long - term debt and financing leases, excluding interest. Refer to Note 6 to the Consolidated Financial Statements for
additional information regarding our debt obligations.
(c) Interest on our fixed-rate debt was calculated based on contractual rates and interest on our variable-rate debt was
calculated based on interest rates as of December 31, 2024. As of December 31, 2024, we had $251 million of accrued
interest related to our debt obligations.
67
(d) Our obligations represent purchase commitments from which we expect to realize an economic benefit in future
periods. We have also made certain guarantees that we do not expect to materially affect our current or future financial
position, results of operations or liquidity. See Note 10 to the Consolidated Financial Statements for discussion of the
nature and terms of our unconditional purchase obligations and guarantees.
Summary of Cash and Cash Equivalents, Restricted Funds and Debt Obligations
The following is a summary of our cash and cash equivalents, restricted funds and debt balances as of December 31
(in millions):
2024
2023
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
414
$
458
Restricted funds:
Insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
385
$
376
Final capping, closure, post-closure and environmental remediation funds . . . . . . . . . . . .
128
119
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
17
Total restricted funds (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
513
$
512
Debt:
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,359
$
334
Long-term portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
22,541
15,895
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 23,900
$ 16,229
(a) As of December 31, 2024 and 2023, $100 million and $90 million, respectively, of these account balances was
included in other current assets in our Consolidated Balance Sheets.
Debt — We use long-term borrowings in addition to the cash we generate from operations as part of our overall
financial strategy to support and grow our business. We primarily use senior notes and tax-exempt bonds to borrow on a
long-term basis, but we also use other instruments and facilities, when appropriate. The components of our borrowings as
of December 31, 2024 are described in Note 6 to the Consolidated Financial Statements.
As of December 31, 2024, we had approximately $4.0 billion of debt maturing within the next 12 months, including
(i) $1.4 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to
their scheduled maturities; (ii) $1.2 billion of short-term borrowings under our commercial paper program (net of related
discount on issuance); (iii) $422 million of 3.125% senior notes that mature in March 2025; (iv) $500 million of 0.750%
senior notes that mature in November 2025 and (v) $438 million of other debt with scheduled maturities within the next
12 months, including $298 million of tax-exempt bonds. As of December 31, 2024, we have classified $2.6 billion of debt
maturing in the next 12 months as long term because we have the intent and ability to refinance these borrowings on a
long-term basis as supported by the forecasted available capacity under our $3.5 billion long-term U.S. and Canadian
revolving credit facility (“$3.5 billion revolving credit facility”). The remaining $1.4 billion of debt maturing in the next
12 months is classified as current obligations.
68
Senior Notes — In July 2024, WMI issued $750 million of 4.950% senior notes due July 2027 and $750 million of
4.950% notes due July 2031, the net proceeds of which were $1.49 billion. The net proceeds were used primarily to reduce
outstanding borrowings under our commercial paper program. We also repaid $156 million of WMI’s 3.500% senior notes
upon maturity in May 2024.
In August 2024, WMI entered into a delayed draw Term Credit Agreement in a principal amount of up to $7.2 billion
(the “Term Credit Agreement”). In October 2024, we drew $5.2 billion of borrowings under the Term Credit Agreement
that were applied to funding our acquisition of Stericycle. In November 2024, we repaid all outstanding borrowings and
contemporaneously terminated the Term Credit Agreement, resulting in a $7 million loss on early extinguishment of debt.
See Note 6 to the Consolidated Financial Statements for further discussion.
In November 2024, we issued senior notes, the net proceeds of which were approximately $5.2 billion, consisting of
(i) $1.0 billion of 4.500% senior notes due March 2028; (ii) $700 million of 4.650% senior notes due March 2030;
(iii) $750 million of 4.800% senior notes due March 2032; (iv) $1.5 billion of 4.950% senior notes due March 2035; and
(v) $1.25 billion of 5.350% senior notes due October 2054. We used the net proceeds to repay all outstanding borrowing
under the Term Credit Agreement.
Stericycle Exchange Offer and Consent Solicitation — On November 8, 2024, we completed our private offer to
eligible holders to exchange $500 million of outstanding 3.875% senior notes issued by Stericycle (the “Stericycle Notes”)
for new notes issued by us (the “WM Notes”) and cash. The WM Notes have the same interest rate, interest payment dates,
and maturity date as the exchanged Stericycle Notes but differ in certain respects from the Stericycle Notes, including with
respect to the redemption provisions. Approximately $485 million in aggregate principal amount of the Stericycle Notes,
or 97%, were tendered and accepted, and new WM Notes were issued. The portion of Stericycle Notes not exchanged,
approximately $15 million, remains an outstanding obligation of Stericycle, our wholly-owned subsidiary. The debt
exchange is accounted for as a modification of debt, as the financial terms of the WM Notes do not differ from the
Stericycle Notes, and there is no substantial difference between the present value of cash flows under each respective set
of notes. In connection with the exchange offer, we solicited and obtained sufficient consents to amend the Stericycle
Notes and related indenture to eliminate substantially all the restrictive covenants, restrictive provisions and events of
default, other than payment-related, guarantee-related and bankruptcy-related events of default, and such amendments
took effect with respect to the remaining Stericycle Notes on November 8, 2024.
We have credit lines in place to support our liquidity and financial assurance needs. The following table summarizes
our outstanding letters of credit, categorized by type of facility as of December 31 (in millions):
2024
2023
Revolving credit facility (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
224
$
180
Other letter of credit lines (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
862
834
$
1,086
$
1,014
(a) As of December 31, 2024 and 2023, we had an unused and available credit capacity of $2.1 billion and $2.5 billion,
respectively.
(b) As of December 31, 2024, these other letter of credit lines are uncommitted with terms extending through
December 2028.
Guarantor Financial Information
WM Holdings has fully and unconditionally guaranteed all of WMI’s senior indebtedness. WMI has fully and
unconditionally guaranteed all of WM Holdings’ senior indebtedness. None of WMI’s other subsidiaries have guaranteed
any of WMI’s or WM Holdings’ debt. In lieu of providing separate financial statements for the subsidiary issuer and
guarantor (WMI and WM Holdings), we have presented the accompanying supplemental summarized combined balance
sheet and income statement information for WMI and WM Holdings on a combined basis after elimination of
intercompany transactions between WMI and WM Holdings and amounts related to investments in any subsidiary that is
a non-guarantor (in millions):
69
December 31,
2024
Balance Sheet Information:
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
15
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,367
Noncurrent liabilities:
Advances due to affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,328
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,140
Year Ended
December 31, 2024
Income Statement Information:
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(547)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(405)
Summary of Cash Flow Activity
The following is a summary of our cash flows for the year ended December 31 (in millions):
2024
2023
2022
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,390 $ 4,719 $ 4,536
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (10,601) $ (3,091) $ (3,063)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . $ 5,155 $ (1,524) $ (1,216)
Net Cash Provided by Operating Activities — Our operating cash flows increased in 2024, as compared with 2023,
by $671 million primarily driven by (i) higher earnings in our Collection and Disposal businesses; (ii) favorable changes
in working capital, net of effects of acquisitions and divestitures and (iii) lower annual incentive compensation payments.
This increase was partially offset by higher cash interest and income tax payments.
Our operating cash flows increased in 2023, as compared with 2022, by $183 million primarily driven by higher
earnings attributable to our Collection and Disposal businesses and lower income tax payments as a result of a deposit of
approximately $103 million that was made to the IRS in 2022 related to a disputed tax matter discussed within Note 8 to
the Consolidated Financial Statements. These increases were partially offset by (i) unfavorable changes in working capital,
net of effects of acquisitions and divestitures; (ii) higher interest payments and (iii) higher incentive compensation
payments.
Net Cash Used in Investing Activities — The most significant items affecting the comparison of our investing cash
flows for the periods presented are summarized below:
•
Acquisitions — Our spending on acquisitions was $7,503 million, $173 million and $377 million in 2024, 2023
and 2022, respectively, of which $7,488 million, $170 million and $377 million, respectively, are considered cash
used in investing activities. The remaining spend is cash used in financing activity related to the timing of
contingent consideration paid. Excluding our acquisition of Stericycle in 2024, substantially all of the remaining
acquisitions are related to our solid waste and recycling businesses.
•
Capital Expenditures — We used $3,231 million, $2,895 million and $2,587 million for capital expenditures in
2024, 2023 and 2022, respectively. The increase in capital spending in 2024 is primarily driven by (i) our planned
and ongoing investments in our Recycling Processing and Sales and WM Renewable Energy segments; (ii) an
increase in truck spending in the current year due to supply chain constraints on truck deliveries in the prior year
and (iii) capital expenditures within our WM Healthcare Solutions segment to support the business. The increase
in 2023 is primarily driven by our planned and ongoing investments in our Recycling Processing and Sales and
WM Renewable Energy segments, as well as inflationary increases in many fixed asset categories required to
support ongoing operations and investments in the Company’s landfills to reduce greenhouse gas emissions.
70
The Company continues to maintain a disciplined focus on capital management to prioritize investments for
expansion, the replacement of aging assets and assets that support our strategy of differentiation and continuous
improvement through efficiency and innovation. The Company expects to invest $3.0 billion in growth
investments across the recycling and renewable energy platforms from 2022 to 2026, which includes the
$1.7 billion already invested in 2023 and 2024.
•
Divestitures — Proceeds from divestitures of businesses and other assets, net of cash divested, were $158 million,
$78 million and $27 million in 2024, 2023 and 2022, primarily as the result of the sale of certain non-strategic
assets.
•
Other, Net — Our spending within other, net was $40 million, $104 million and $126 million in 2024, 2023 and
2022, respectively. During 2024, 2023 and 2022, we used $4 million, $61 million and $23 million, respectively,
of cash from restricted cash and cash equivalents to invest in available-for-sale securities. During 2024, 2023 and
2022, we used $33 million, $20 million and $28 million, respectively, to make initial cash payments associated
with low - income housing investments. In 2022, we also used $67 million to fund secured convertible promissory
notes associated with an acquisition.
Net Cash Provided by (Used in) Financing Activities — The most significant items affecting the comparison of our
financing cash flows for the periods presented are summarized below:
•
Debt Borrowings (Repayments) — The following summarizes our cash borrowings and repayments of debt for
the year ended December 31 (in millions):
2024
2023
2022
Borrowings:
Commercial paper program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,678 $ 17,799 $ 6,596
Term loan (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,200
— 1,000
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,650
3,207
992
Tax-exempt bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50
300
100
$ 24,578 $ 21,306 $ 8,688
Repayments:
Commercial paper program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (12,319) $ (18,709) $ (6,664)
Term loan (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5,200)
(1,000)
—
Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(156)
(500)
(500)
Tax-exempt bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(60)
(65)
(71)
Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(135)
(120)
(93)
$ (17,870) $ (20,394) $ (7,328)
Net cash borrowings (repayments) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,708 $
912 $ 1,360
(a) In October 2024, we drew $5.2 billion of borrowings under the Term Credit Agreement that were applied to
funding our acquisition of Stericycle. In November 2024, we repaid all outstanding borrowings and
contemporaneously terminated the Term Credit Agreement.
Refer to Note 6 to the Consolidated Financial Statements for additional information related to our debt borrowings
and repayments.
•
Common Stock Repurchase Program — For the periods presented, all share repurchases have been made in
accordance with financial plans approved by our Board of Directors. We allocated $262 million, $1,302 million
and $1,500 million of available cash to common stock repurchases during 2024, 2023, and 2022, respectively. In
2024, we announced our temporary suspension of share repurchase activity as a result of the acquisition of
Stericycle. We expect to resume share repurchase once the Company’s leverage returns to targeted levels, which
is currently projected to be about 18 months after the November 2024 acquisition of Stericycle. See Note 13 to
the Consolidated Financial Statements for additional information about our share repurchase activity.
71
•
Cash Dividends — For the periods presented, all dividends have been declared by our Board of Directors. Cash
dividends declared and paid were $1,210 million in 2024, or $3.00 per common share, $1,136 million in 2023, or
$2.80 per common share, and $1,077 million in 2022, or $2.60 per common share.
In December 2024, we announced that our Board of Directors expects to increase the quarterly dividend from
$0.75 to $0.825 per share for dividends declared in 2025. However, all future dividend declarations are at the
discretion of the Board of Directors and depend on various factors, including our net earnings, financial condition,
cash required for future business plans, growth and acquisitions and other factors the Board of Directors may
deem relevant.
•
Exercise of Common Stock Options — The exercise of common stock options generated financing cash inflows
of $53 million, $44 million and $44 million from the exercise of 693,000, 597,000 and 675,000 of employee stock
options during 2024, 2023 and 2022, respectively.
•
Other, Net — In 2022, we acquired a controlling interest in a business engaged in accelerating film and plastic
wrap recycling capabilities, and in the fourth quarter of 2024, we acquired the remaining minority interests in this
business for $41 million.
Free Cash Flow
We are presenting free cash flow, which is a non-GAAP measure of liquidity, in our disclosures because we use this
measure in the evaluation and management of our business. We define free cash flow as net cash provided by operating
activities, less capital expenditures, plus proceeds from divestitures of businesses and other assets, net of cash divested.
We believe it is indicative of our ability to pay our quarterly dividends, repurchase common stock, fund acquisitions and
other investments and, in the absence of refinancings, to repay our debt obligations. Free cash flow is not intended to
replace net cash provided by operating activities, which is the most comparable GAAP measure. We believe free cash
flow gives investors useful insight into how we view our liquidity, but the use of free cash flow as a liquidity measure has
material limitations because it excludes certain expenditures that are required or that we have committed to, such as
declared dividend payments and debt service requirements.
Our calculation of free cash flow and reconciliation to net cash provided by operating activities is shown in the table
below for the year ended December 31 (in millions), and may not be calculated the same as similarly-titled measures
presented by other companies:
2024
2023
2022
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,390 $ 4,719 $ 4,536
Capital expenditures to support the business . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(2,281)
(2,131)
(2,026)
Capital expenditures - sustainability growth investments (a) . . . . . . . . . . . . . . .
(950)
(764)
(561)
Total capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,231) (2,895) (2,587)
Proceeds from divestitures of businesses and other assets, net of cash divested .
158
78
27
Free cash flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,317 $ 1,902 $ 1,976
(a) These growth investments are intended to further our sustainability leadership position by increasing recycling
volumes and growing renewable natural gas generation and we expect they will deliver circular solutions for our
customers and drive environmental value to the communities we serve.
Critical Accounting Estimates and Assumptions
In preparing our financial statements, we make numerous estimates and assumptions that affect the accounting for
and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and
assumptions because certain information that we use is dependent on future events, cannot be calculated with precision
from available data or simply cannot be calculated. In some cases, these estimates are difficult to determine, and we must
exercise significant judgment. In preparing our financial statements, the most difficult, subjective and complex estimates
and the assumptions that present the greatest amount of uncertainty relate to our accounting for landfills, environmental
remediation liabilities, long-lived asset impairments, intangible asset impairments and the fair value of assets and liabilities
72
acquired in business combinations. Each of these items is discussed in additional detail below and in Note 2 to the
Consolidated Financial Statements. Actual results could differ materially from the estimates and assumptions that we use
in the preparation of our financial statements.
Landfills
Accounting for landfills requires that significant estimates and assumptions be made regarding (i) the cost to construct
and develop each landfill asset; (ii) the estimated fair value of final capping, closure and post-closure asset retirement
obligations, which must consider both the expected cost and timing of these activities and (iii) the determination of each
landfill’s remaining permitted and expansion airspace.
Landfill Costs — We estimate the total cost to develop each of our landfill sites to its remaining permitted and
expansion airspace. This estimate includes such costs as landfill liner material and installation, excavation for airspace,
landfill leachate collection systems, landfill gas collection systems, environmental monitoring equipment for groundwater
and landfill gas, directly related engineering, capitalized interest, on-site road construction and other capital infrastructure
costs. Additionally, landfill development includes all land purchases for the landfill footprint and landfill buffer property.
The projection of these landfill costs is dependent, in part, on future events. The remaining depletable basis of each landfill
includes costs to develop a site to its remaining permitted and expansion airspace and includes amounts previously
expended and capitalized, net of accumulated airspace depletion, and projections of future purchase and development
costs.
Final Capping Costs — We estimate the cost for each final capping event based on the area to be capped and the
capping materials and activities required. The estimates also consider when these costs are anticipated to be paid and factor
in inflation and discount rates. Our engineering personnel allocate landfill final capping costs to specific final capping
events and the capping costs are depleted as waste is disposed of at the landfill. We review these costs annually, or more
often if significant facts change. Changes in estimates, such as timing or cost of construction, for final capping events
immediately impact the required liability and the corresponding asset. When the change in estimate relates to a fully
consumed landfill, the adjustment to the asset must be depleted immediately through expense. When the change in estimate
relates to a final capping event at a landfill with remaining airspace, the adjustment to the asset is recognized in income
prospectively as a component of landfill airspace depletion.
Closure and Post-Closure Costs — We base our estimates for closure and post-closure costs on our interpretations of
permit and regulatory requirements for closure and post-closure monitoring and maintenance. The estimates for landfill
closure and post-closure costs also consider when the costs are anticipated to be paid and factor in inflation and discount
rates. The possibility of changing legal and regulatory requirements and the forward-looking nature of these types of costs
make any estimation or assumption less certain. Changes in estimates for closure and post-closure events immediately
impact the required liability and the corresponding asset. When the change in estimate relates to a fully consumed landfill,
the adjustment to the asset must be depleted immediately through expense. When the change in estimate relates to a landfill
with remaining airspace, the adjustment to the asset is recognized in income prospectively as a component of landfill
airspace depletion.
Remaining Permitted Airspace — Our engineers, in consultation with third-party engineering consultants and
surveyors, are responsible for determining remaining permitted airspace at our landfills. The remaining permitted airspace
is determined by an annual survey, which is used to compare the existing landfill topography to the expected final landfill
topography.
Expansion Airspace — We also include currently unpermitted expansion airspace in our estimate of remaining
permitted and expansion airspace in certain circumstances. First, for unpermitted airspace to be initially included in our
estimate of remaining permitted and expansion airspace, we must believe that obtaining the expansion permit is likely.
Second, we must generally expect the initial expansion permit application to be submitted within one year and the final
expansion permit to be received within five years, in addition to meeting the following criteria:
•
Personnel are actively working on the expansion of an existing landfill, including efforts to obtain land use and
local, state or provincial approvals;
73
•
We have a legal right to use or obtain land to be included in the expansion plan;
•
There are no significant known technical, legal, community, business, or political restrictions or similar issues
that could negatively affect the success of such expansion; and
•
Financial analysis has been completed based on conceptual design, and the results demonstrate that the expansion
meets Company criteria for investment.
These criteria are evaluated by our field-based engineers, accountants, managers and others to identify potential
obstacles to obtaining the permits. Once the unpermitted airspace is included, our policy provides that airspace may
continue to be included in remaining permitted and expansion airspace even if certain of these criteria are no longer met
as long as we continue to believe we will ultimately obtain the permit, based on the facts and circumstances of a specific
landfill. In these circumstances, continued inclusion must be approved through a landfill-specific review process that
includes approval by our Chief Financial Officer on a quarterly basis.
When we include the expansion airspace in our calculations of remaining permitted and expansion airspace, we also
include the projected costs for development, as well as the projected asset retirement costs related to final capping, closure
and post-closure of the expansion in the depletable basis of the landfill.
Once the remaining permitted and expansion airspace is determined in cubic yards, an airspace utilization factor
(“AUF”) is established to calculate the remaining permitted and expansion capacity in tons. The AUF is established using
the measured density obtained from previous annual surveys and is then adjusted to account for future settlement. The
amount of settlement that is forecasted will consider several site-specific factors including current and projected mix of
waste type, initial and projected waste density, estimated number of years of life remaining, depth of underlying waste,
anticipated access to moisture through precipitation or recirculation of landfill leachate and operating practices. In addition,
the initial selection of the AUF is subject to a subsequent multi-level review by our engineering group and the AUF used
is reviewed on a periodic basis and revised as necessary. Our historical experience generally indicates that the impact of
settlement at a landfill is greater later in the life of the landfill when the waste placed at the landfill approaches its highest
point under the permit requirements.
After determining the costs and remaining permitted and expansion capacity at each of our landfills, we determine the
per ton rates that will be expensed as waste is received and deposited at the landfill by dividing the costs by the
corresponding number of tons. We calculate per ton depletion rates for each landfill for assets associated with each final
capping event, for assets related to closure and post-closure activities and for all other costs capitalized or to be capitalized
in the future. These rates per ton are updated annually, or more often, as significant facts change.
It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure and
post - closure activities, our airspace utilization or the success of our expansion efforts could ultimately turn out to be
significantly different from our estimates and assumptions. To the extent that such estimates, or related assumptions, prove
to be significantly different than actual results, lower earnings may be experienced due to higher depletion rates or higher
expenses; or higher earnings may result if the opposite occurs. Most significantly, if it is determined that expansion
capacity should no longer be considered in calculating the recoverability of a landfill asset, we may be required to recognize
an asset impairment or incur significantly higher depletion expense. If at any time management makes the decision to
abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately.
Environmental Remediation Liabilities
A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental
protection. The nature of our operations, particularly with respect to the construction, operation and maintenance of our
landfills subjects us to an array of laws and regulations relating to the protection of the environment. Under current laws
and regulations, we may have liabilities for environmental damage caused by our operations, or for damage caused by
conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities,
such liabilities include potentially responsible party (“PRP”) investigations. The costs associated with these liabilities can
include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated
with site investigation and clean up.
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Where it is probable that a liability has been incurred, we estimate costs required to remediate sites based on
site - specific facts and circumstances. We routinely review and evaluate sites that require remediation and determine our
estimated cost for the likely remedy based on a number of estimates and assumptions. Next, we review the same type of
information with respect to other named and unnamed PRPs. Estimates of the costs for the likely remedy are then either
developed using our internal resources or by third-party environmental engineers or other service providers. Internally
developed estimates are based on:
•
Management’s judgment and experience in remediating our own and unrelated parties’ sites;
•
Information available from regulatory agencies as to costs of remediation;
•
The number, financial resources and relative degree of responsibility of other PRPs who may be liable for
remediation of a specific site; and
•
The typical allocation of costs among PRPs, unless the actual allocation has been determined.
Refer to Note 10 to the Consolidated Financial Statements for additional information on our environmental liabilities.
Fair Value of Nonfinancial Assets and Liabilities
Significant estimates are made in determining the fair value of long-lived tangible and intangible assets (i.e., property
and equipment, intangible assets and goodwill) during the impairment evaluation process. In addition, the majority of
assets acquired and liabilities assumed in a business combination are required to be recognized at fair value under the
relevant accounting guidance.
Fair value is computed using several factors, including projected future operating results, economic projections,
anticipated future cash flows, comparable marketplace data and the cost of capital. There are inherent uncertainties related
to these factors and to our judgment in applying them in our analysis. However, we believe our methodology for estimating
the fair value of our reporting units is reasonable.
Property and Equipment, Including Landfills and Definite-Lived Intangible Assets — We monitor the carrying value
of our long-lived assets for potential impairment on an ongoing basis and test the recoverability of such assets generally
using significant unobservable (“Level 3”) inputs whenever events or changes in circumstances indicate that their carrying
amounts may not be recoverable. These events or changes in circumstances, including management decisions pertaining
to such assets, are referred to as impairment indicators. If an impairment indicator occurs, we perform a test of
recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows.
If cash flows cannot be separately and independently identified for a single asset, we will determine whether an impairment
has occurred for the group of assets for which we can identify the projected cash flows. If the carrying values are in excess
of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset
group to its carrying value and the difference is recorded in the period that the impairment indicator occurs. Fair value is
generally determined by considering (i) internally developed discounted projected cash flow analysis of the asset or asset
group; (ii) third-party valuations and/or (iii) information available regarding the current market for similar assets.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually
realized, which could impact our ability to accurately assess whether an asset has been impaired.
The assessment of impairment indicators and the recoverability of our capitalized costs associated with landfills and
related expansion projects require significant judgment due to the unique nature of the waste industry, the highly regulated
permitting process and the sensitive estimates involved. During the review of a landfill expansion application, a regulator
may initially deny the expansion application although the expansion permit is ultimately granted. In addition, management
may periodically divert waste from one landfill to another to conserve remaining permitted landfill airspace, or a landfill
may be required to cease accepting waste, prior to receipt of the expansion permit. However, such events occur in the
ordinary course of business in the waste industry and do not necessarily result in impairment of our landfill assets because,
after consideration of all facts, such events may not affect our belief that we will ultimately obtain the expansion permit.
As a result, our tests of recoverability, which generally make use of a probability-weighted cash flow estimation approach,
may indicate that no impairment loss should be recorded.
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Indefinite-Lived Intangible Assets, Including Goodwill — At least annually using a measurement date of October 1,
and more frequently if warranted, we assess the indefinite-lived intangible assets including the goodwill of our reporting
units for impairment using Level 3 inputs.
We first perform a qualitative assessment to determine if it was more likely than not that the fair value of a reporting
unit is less than its carrying value. If the assessment indicates a possible impairment, we complete a quantitative review,
comparing the estimated fair value of a reporting unit to its carrying amount, including goodwill. An impairment charge
is recognized if the asset’s estimated fair value was less than its carrying amount. Fair value is typically estimated using
an income approach using Level 3 inputs. However, when appropriate, we may also use a market approach. The income
approach is based on the long-term projected future cash flows of the reporting units. We discount the estimated cash flows
to present value using a weighted average cost of capital that considers factors such as market assumptions, the timing of
the cash flows and the risks inherent in those cash flows. We believe that this approach is appropriate because it provides
a fair value estimate based upon the reporting units’ expected long-term performance considering the economic and market
conditions that generally affect our business. The market approach estimates fair value by measuring the aggregate market
value of publicly-traded companies with similar characteristics to our business as a multiple of their reported earnings. We
then apply that multiple to the reporting units’ earnings to estimate their fair values. We believe that this approach may
also be appropriate in certain circumstances because it provides a fair value estimate using valuation inputs from entities
with operations and economic characteristics comparable to our reporting units.
Acquisitions — In accordance with the purchase method of accounting, the purchase price paid for an acquisition is
allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the
excess of the purchase price over the net assets acquired recorded as goodwill. When we are in the process of valuing all
of the assets and liabilities acquired in an acquisition, there can be subsequent adjustments to our estimates of fair value
and resulting preliminary purchase price allocation. Generally, the valuation of our acquired asset and liabilities rely on
complex estimates and assumptions.
Acquisition-date fair value estimates are revised as necessary if, and when, additional information regarding these
contingencies becomes available to further define and quantify assets acquired and liabilities assumed. Subsequent to
finalization of purchase accounting, these revisions are accounted for as adjustments to income from operations. All
acquisition-related transaction costs are expensed as incurred. See Note 17 to the Consolidated Financial Statements for
additional information related to our acquisitions.
See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — (Gain) Loss
from Divestitures, Asset Impairments and Unusual Items, Net. See Note 11 to the Consolidated Financial Statements for
additional information related to Asset Impairments and Unusual Items.
Inflation
Variability in economic conditions, including inflation, interest rates, employment trends, and supply chain reliability,
can create risk and uncertainty in financial outlook. We take proactive steps to recover and mitigate inflationary cost
pressures through our overall pricing efforts and by managing our costs through efficiency, labor productivity, and
investments in technology to automate certain aspects of our business. These efforts may not be successful for various
reasons including the pace of inflation, operating cost inefficiencies, market responses, and contractual limitations, such
as the timing lag in our ability to recover increased costs under certain contracts that are tied to a price escalation index
with a lookback provision.
Refer to Item 1A. Risk Factors for further discussion.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
In the normal course of business, we are exposed to market risks, including changes in interest rates, certain
commodity prices and currency rates. From time to time, we use derivatives to manage some portion of these risks. As of
December 31, 2024, our outstanding derivatives were immaterial.
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Interest Rate Exposure — Our exposure to market risk for changes in interest rates relates primarily to our financing
activities. As of December 31, 2024, we had $24.1 billion of long-term debt, excluding the impacts of accounting for debt
issuance costs, discounts and fair value adjustments attributable to terminated interest rate derivatives. We have
$2.7 billion of debt that is exposed to changes in market interest rates within the next 12 months comprised primarily of
(i) $1.3 billion of short - term borrowings under our commercial paper program and (ii) $1.4 billion of tax - exempt bonds
with term interest rate periods that expire within the next 12 months. We currently estimate that a 100 - basis point increase
in the interest rates of our outstanding variable-rate debt obligations would increase our 2024 interest expense by
$19 million.
Our remaining outstanding debt obligations have fixed interest rates through either the scheduled maturity of the debt
or, for certain of our fixed-rate tax-exempt bonds, through the end of a term interest rate period that exceeds 12 months.
The fair value of our fixed-rate debt obligations can increase or decrease significantly if market interest rates change.
We performed a sensitivity analysis to determine how market rate changes might affect the fair value of our market
risk-sensitive debt instruments. This analysis is inherently limited because it reflects a singular, hypothetical set of
assumptions. Actual market movements may vary significantly from our assumptions. An instantaneous, 100 - basis point
increase in interest rates across all maturities attributable to these instruments would have decreased the fair value of our
debt by approximately $1.3 billion as of December 31, 2024.
We are also exposed to interest rate market risk from our cash and cash equivalent balances, as well as assets held in
restricted trust fund accounts. These assets are generally invested in high-quality, liquid instruments including money
market funds that invest in U.S. government obligations with original maturities of three months or less. We believe that
our exposure to changes in fair value of these assets due to interest rate fluctuations is insignificant as the fair value
generally approximates our cost basis. We also invest a portion of our restricted trust fund account balances in
available - for - sale securities, including U.S. Treasury securities, U.S. agency securities, municipal securities, mortgage-
and asset-backed securities, which generally mature over the next ten years, as well as equity securities.
Commodity Price Exposure — In the normal course of our business, we are subject to operating agreements that
expose us to market risks arising from changes in the prices for commodities such as diesel fuel, electricity (and related
renewable energy credits) and recycled materials, including old corrugated cardboard and plastics. We work to manage
these risks through operational strategies that focus on capturing our costs in the prices we charge our customers for the
services provided. Accordingly, as the market prices for these commodities increase or decrease, our revenues, operating
costs and margins may also increase or decrease. Recycling revenues attributable to yield increased $245 million and
decreased $308 million in 2024 and 2023, respectively, as compared with the prior year periods. While recycling
commodity prices have recovered in 2024 from the low levels experienced in 2023, commodity values are still below
prices seen at the beginning of 2022. Average market prices for single-stream recycled commodities were up 50% and
down 40% in 2024 and 2023, respectively, as compared to the prior year periods. Variability in commodity prices can also
impact the margins of our business as certain components of our revenue are structured as a pass through of costs, including
recycling brokerage and fuel surcharges.
In recent years, we have discussed our sustainability growth strategy that includes significant planned and ongoing
investments in our WM Renewable Energy segment. We have invested, and continue to invest, in facilities to capture
methane produced from the Company’s landfills and process it into RNG and electricity. RNG produced from our landfills
constitutes a significant source of fuel allocated to our natural gas collection vehicles. The primary drivers of renewable
fuel development at our landfills are tax policies, such as the federal tax credits for RNG production and renewable
electricity generation under the IRA, and federal and state incentive programs, such as the federal Renewable Fuel Standard
(“RFS”) program, California Low Carbon Fuel Standard and similar state programs that promote the production and use
of renewable transportation fuels. At the federal level, oil refiners and importers are required through the RFS program to
blend specified volumes of various categories of renewable transportation fuels with gasoline or buy credits, referred to as
Renewable Identification Numbers (“RINs”), from renewable fuel producers. Many of our facilities are EPA-registered
producers of transportation fuel making compressed and liquefied RNG from landfill biogas, which qualifies as a cellulosic
biofuel under the RFS program. The Company has invested, and continues to invest, in facilities that capture and process
landfill gas into RNG so that we can participate in the RFS program, and the Company has grown and stated its intention
to continue to grow its asset base to increase its RNG production.
77
RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand. The
value of the RINs is set through a market established by the RFS program, which market has historically been very volatile.
Prior to 2022, the EPA had promulgated rules on an annual basis establishing refiners’ obligations to purchase RNG and
other cellulosic biofuels under the RFS program, which introduced a level of uncertainty into the renewable fuels and RINs
market. However, in 2023, the EPA issued a highly anticipated rule establishing biofuel blending volumes under the RFS
program for compliance years 2023 through 2025. The rule reflected the outsized role of biogas under the program,
delivered on many reforms that benefit the solid waste sector, and recognized the continued growth of the market for RNG
in vehicle applications. However, we cannot be certain that these changes, or the outcome of pending litigation challenging
various aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly
favorable to our business. The new U.S. presidential administration could seek to reduce existing renewable fuel targets
in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.
Moreover, consistent with its prior approach, the new administration may also increase the frequency with which it grants
small refinery exemptions from RFS program requirements. While we cannot predict what actions the new administration
may take with respect to the RFS program, any changes to existing or future renewable fuel targets or more frequent
approval of requests for small refinery exemptions could have a significant negative impact on demand for renewable fuels
and the value of RINs. In an effort to mitigate against such risk and stabilize our RNG portfolio, we are pursuing long-
term sales transactions in the voluntary market. We continue to advocate for policies that could reduce the potential for
volatility in the RINs market and ensure long-term stability for renewable transportation fuels, as changes in the RINs
market or the structure of the RFS program can and has impacted the financial performance of our facilities. Such changes
could impact or alter our projected future investments, and such investments may not yield the results anticipated. Revenue
in our WM Renewable Energy segment attributable to yield increased $26 million and decreased $73 million in 2024 and
2023, respectively, as compared to the prior year periods, primarily driven by the fluctuations in energy and RIN market
prices.
The Company’s sustainability growth strategy also is informed by the increased adoption of state and Canadian clean
fuel standard programs, utility policies, and voluntary market demand for RNG in transportation and industrial
applications. Clean fuel standard programs, originally developed in California and subsequently adopted in Oregon,
Washington, and New Mexico, establish annual carbon intensity benchmarks for transportation fuels that decrease over
time. These programs operate similar to the RFS program in that certain regulated parties purchase credits from fuel
producers, including RNG producers, to meet their carbon intensity obligations. Like RINs, clean fuel standard program
credit values can fluctuate with policy and market dynamics. As such, we are advocating for existing programs to adopt
measures to promote stability in credit pricing and for other states to adopt similar programs that incentivize the growth in
RNG. We also are working closely with stakeholders to encourage the voluntary market for RNG demand, including utility
RNG procurement programs, and sustainability protocols, as companies and other customers increasingly look to reduce
their GHG emissions profiles. However, these state and voluntary programs may be altered, paused, or otherwise revoked
by the applicable governmental authorities or as result of legal challenges.
Currency Rate Exposure — Our operations are primarily in the U.S. but we also have significant operations in Canada
and certain countries in Europe. Additionally, we have certain support functions in India. Where significant, we have
quantified and described the impact of foreign currency translation on components of income, including operating revenues
and operating expenses. However, the impact of foreign currency has not materially affected our results of operations.
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Item 8. Financial Statements and Supplementary Data.
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS
Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 42) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
Consolidated Balance Sheets as of December 31, 2024 and 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
84
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 . . . . . . . . . . . . . .
85
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023 and 2022 . . .
85
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 . . . . . . . . . . . . . .
86
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2024, 2023 and 2022 . . . . . . . .
87
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
79
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Waste Management, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Waste Management, Inc.’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Waste Management, Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on
the COSO criteria.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s
assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal
controls of Stericycle, Inc., which is included in the 2024 consolidated financial statements of the Company and constituted
approximately 13.0% of total assets, excluding goodwill, as of December 31, 2024 and approximately 1.8% of
consolidated operating revenues, for the year then ended. Our audit of internal control over financial reporting of the
Company also did not include an evaluation of the internal control over financial reporting of Stericycle, Inc.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the 2024 consolidated financial statements of the Company, and our report dated February 19, 2025
expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained
in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit
provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company’s internal control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded
as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management
and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ ERNST & YOUNG LLP
Houston, Texas
February 19, 2025
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Waste Management, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Waste Management, Inc. (the Company) as of
December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, cash flows and
changes in equity for each of the three years in the period ended December 31, 2024, and the related notes (collectively
referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria
established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework), and our report dated February 19, 2025 expressed an unqualified opinion
thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such
procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for
our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements
that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or
disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex
judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate
opinions on the critical audit matters or on the accounts or disclosures to which they relate.
81
Landfill Depletion
Description of the
Matter
At December 31, 2024, the Company’s landfill assets, net of accumulated depletion,
totaled $8.0 billion and the associated depletion expense for 2024 was $795 million. As
discussed in Note 2 of the financial statements, the Company updates the estimates used
to calculate individual landfill depletion rates at least annually, or more often if significant
facts change. Landfill depletion rates are used in the computation of landfill depletion
expense.
Auditing landfill depletion rates and related depletion expense is complex due to the highly
judgmental nature of assumptions used in estimating the rates. Significant assumptions
used in the calculation of the rates include: estimated future development costs associated
with the construction and retirement of the landfill, estimated remaining permitted and
expansion airspace, and airspace utilization factors.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness
of the Company’s controls over determining landfill depletion rates and calculating
depletion expense. Our audit procedures included, among others, testing controls over: the
Company’s process for evaluating and updating the significant assumptions used in the
development of the landfill depletion rates, management’s review of those significant
assumptions, and the mathematical accuracy of the calculation and recording of depletion
expense.
To test the landfill asset depletion rates, our audit procedures included, among others,
assessing methodologies used by the Company and testing the significant assumptions
discussed above, inclusive of the underlying data used by the Company in its development
of these assumptions. We compared the significant assumptions used by management to
historical trends and, when available, to comparable size landfills accepting a similar type
of waste. Regarding expansion airspace, we evaluated the Company’s criteria for inclusion
in remaining airspace. In addition, we considered the professional qualifications and
objectivity of management’s internal engineers responsible for developing the
assumptions. We involved EY engineering specialists to assist with the evaluation of the
Company’s landfill future development cost and airspace assumptions. We also tested the
completeness and accuracy of the historical data utilized in the development of the landfill
depletion rates.
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Landfill – Final Capping, Closure and Post-Closure Costs
Description of the
Matter
At December 31, 2024, the carrying value of the Company’s landfill asset retirement
obligations related to final capping, closure and post-closure costs totaled $3.1 billion. As
discussed in Note 2 of the financial statements, the Company updates the estimates used
to measure the asset retirement obligations annually, or more often if significant facts
change.
Auditing the landfill asset retirement obligation is complex due to the highly judgmental
nature of the assumptions used in the measurement process. Significant assumptions
include: estimated future costs associated with the capping, closure and post closure
activities at each specific landfill, airspace consumed to date in relation to total estimated
permitted and expansion airspace and the projected remaining landfill life.
How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness
of the Company’s controls over the calculation of landfill asset retirement obligations. Our
audit procedures included, among others, testing the Company’s controls over the landfill
asset retirement obligation estimation process and management’s review of the significant
assumptions used in the estimation of the liability, including the amount and timing of
retirement costs.
To test the landfill asset retirement obligation valuation, we performed audit procedures
that included, among others, assessing methodologies used by the Company, testing the
completeness of activities included in the estimate (e.g., gas monitoring and extraction),
and testing the significant assumptions discussed above, inclusive of the underlying data
used by the Company in its development of these assumptions. We compared the
significant assumptions used by management to historical trends and, when available, to
comparable size landfills accepting the same type of waste. In addition, we considered the
professional qualifications and objectivity of management’s internal engineers responsible
for developing the assumptions. We involved EY engineering specialists to assist us with
these procedures. Specifically, we utilized the EY engineering specialists to evaluate the
reasons for significant changes in assumptions from the historical trend, and to determine
whether the change from the historical trend was appropriate and identified timely. We
also tested the completeness and accuracy of the historical data utilized in preparing the
estimate.
Acquisition of Stericycle, Inc. – Valuation of Customer Relationships
Description of the
Matter
As described in Note 17 to the consolidated financial statements, during the year ended
December 31, 2024, the Company completed the acquisition of Stericycle, Inc.
(“Stericycle”) for purchase consideration of approximately $6.9 billion, of which
$2.3 billion was allocated to customer relationships. The transaction was accounted for as
a business combination.
Auditing the Company's accounting for its acquisition of Stericycle was complex due to
the significant estimation uncertainty in determining the fair value of certain customer
relationships included within Other intangible assets. The Company valued the customer
relationships using an income approach; specifically, the multi-period excess earnings
model. The significant estimation uncertainty was primarily due to the sensitivity of the
fair value to underlying assumptions, including projected revenue, attrition rate, EBITDA
margin, and discount rate. These significant assumptions are forward-looking and could
be affected by future economic and market conditions.
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How We Addressed
the Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness
of the Company’s controls over the purchase price allocation process. We tested
management’s review controls over the significant assumptions described above along
with the completeness and accuracy of the data used in the fair value estimates.
To test the estimated fair value of the customer relationships, our audit procedures
included, among others, evaluating the Company's selection of the valuation methodology,
evaluating the significant assumptions described above used to develop the prospective
financial information and testing the completeness and accuracy of the underlying data
supporting the significant assumptions. We involved our valuation specialists to assist with
evaluating the methodology and significant assumptions used by the management to
determine the fair value estimates. We compared the significant assumptions to current
industry, market and economic trends, the assumptions used by the Company to value
similar assets in other acquisitions, as well as historical results of the Company's business
and other guideline companies within the same industry. We also performed a sensitivity
analysis of the significant assumptions to evaluate the change in the estimated fair value
of the customer relationships resulting from changes in the assumptions.
/s/ ERNST & YOUNG LLP
We have served as the Company’s auditor since 2002.
Houston, Texas
February 19, 2025
84
WASTE MANAGEMENT, INC.
CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Par Value Amounts)
December 31,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
414 $
458
Accounts receivable, net of allowance for doubtful accounts of $165 and $30, respectively . .
3,272
2,633
Other receivables, net of allowance for doubtful accounts of $4 and $4, respectively . . . . . . .
415
237
Parts and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
206
173
Other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
467
303
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,774
3,804
Property and equipment, net of accumulated depreciation and depletion of $23,777 and
$22,826, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,340 16,968
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,438
9,254
Other intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,188
759
Restricted funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
413
422
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
846
606
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,568
1,010
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,567 $ 32,823
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,046 $ 1,709
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,180
1,605
Deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
673
578
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,359
334
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,258
4,226
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,541 15,895
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,815
1,826
Landfill and environmental remediation liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,048
2,888
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,651
1,092
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,313 25,927
Commitments and contingencies (Note 10)
Equity:
Waste Management, Inc. stockholders’ equity:
Common stock, $0.01 par value; 1,500,000,000 shares authorized; 630,282,461 shares
issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
6
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,496
5,351
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,858 14,334
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(115)
(37)
Treasury stock at cost 228,788,284 and 228,827,218 shares, respectively . . . . . . . . . . . . . . . (12,993) (12,751)
Total Waste Management, Inc. stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,252
6,903
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
(7)
Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,254
6,896
Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 44,567 $ 32,823
See Notes to Consolidated Financial Statements.
85
WASTE MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except per Share Amounts)
Year Ended December 31,
2024
2023
2022
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,063 $ 20,426 $ 19,698
Costs and expenses:
Operating . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,383 12,606
12,294
Selling, general and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,264
1,926
1,938
Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,267
2,071
2,038
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
5
1
(Gain) loss from divestitures, asset impairments and unusual items, net . . . . .
82
243
62
18,000 16,851
16,333
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,063
3,575
3,365
Other income (expense):
Interest expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(598)
(500)
(378)
Loss on early extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)
—
—
Equity in net income (losses) of unconsolidated entities . . . . . . . . . . . . . . . . . .
4
(60)
(67)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4)
6
(2)
(605)
(554)
(447)
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,458
3,021
2,918
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
713
745
678
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,745
2,276
2,240
Less: Net income (loss) attributable to noncontrolling interests . . . . . . . . . . . .
(1)
(28)
2
Net income attributable to Waste Management, Inc. . . . . . . . . . . . . . . . . . . . . . . $
2,746 $
2,304 $
2,238
Basic earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6.84 $
5.69 $
5.42
Diluted earnings per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
6.81 $
5.66 $
5.39
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Millions)
Year Ended December 31,
2024
2023
2022
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
2,745 $
2,276 $
2,240
Other comprehensive income (loss), net of tax:
Derivative instruments, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
14
3
Available-for-sale securities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
(11)
(24)
Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(111)
26
(65)
Post-retirement benefit obligations, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1)
3
—
Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(78)
32
(86)
Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,667
2,308
2,154
Less: Comprehensive income (loss) attributable to noncontrolling interests . . .
(1)
(28)
2
Comprehensive income attributable to Waste Management, Inc. . . . . . . . . . . . . . $
2,668 $
2,336 $
2,152
See Notes to Consolidated Financial Statements.
86
WASTE MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
Year Ended December 31,
2024
2023
2022
Cash flows from operating activities:
Consolidated net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,745
$
2,276
$
2,240
Adjustments to reconcile consolidated net income to net cash provided by operating
activities:
Depreciation, depletion and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,267
2,071
2,038
Deferred income tax expense (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
124
83
49
Interest accretion on landfill and environmental remediation liabilities . . . . . . . . . . . . . .
133
130
112
Provision for bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51
56
50
Equity-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
118
93
84
Net gain on disposal of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(102)
(42)
(21)
Goodwill impairment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
168
—
(Gain) loss from divestitures, asset impairments (other than goodwill) and other, net . . .
82
75
62
Equity in net (income) losses of unconsolidated entities, net of dividends . . . . . . . . . . .
(4)
60
67
Loss on early extinguishment of debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
—
—
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(313)
(161)
(329)
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
(2)
(35)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
181
61
42
Accounts payable and accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
281
90
393
Deferred revenues and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(213)
(239)
(216)
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,390
4,719
4,536
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7,488)
(170)
(377)
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(3,231)
(2,895)
(2,587)
Proceeds from divestitures of businesses and other assets, net of cash divested . . . . . . .
158
78
27
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(40)
(104)
(126)
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10,601)
(3,091)
(3,063)
Cash flows from financing activities:
New borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,578
21,306
8,688
Debt repayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(17,870)
(20,394)
(7,328)
Common stock repurchase program . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(262)
(1,302)
(1,500)
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,210)
(1,136)
(1,077)
Exercise of common stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
44
44
Tax payments associated with equity-based compensation transactions . . . . . . . . . . . . .
(52)
(31)
(39)
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(82)
(11)
(4)
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,155
(1,524)
(1,216)
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash
equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9)
3
(6)
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents . . . .
(65)
107
251
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period . . . .
552
445
194
Cash, cash equivalents and restricted cash and cash equivalents at end of period . . . . . . . . .
$
487
$
552
$
445
Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of
period:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
414
$
458
$
351
Restricted cash and cash equivalents included in other current assets . . . . . . . . . . . . . . . . . .
8
10
25
Restricted cash and cash equivalents included in restricted funds . . . . . . . . . . . . . . . . . . . . .
65
84
69
Cash, cash equivalents and restricted cash and cash equivalents at end of period . . . . . . . . .
$
487
$
552
$
445
See Notes to Consolidated Financial Statements.
87
WASTE MANAGEMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Millions, Except Shares in Thousands)
Waste Management, Inc. Stockholders’ Equity
Accumulated
Additional
Other
Common Stock
Paid-In
Retained Comprehensive
Treasury Stock
Noncontrolling
Total Shares Amounts Capital
Earnings (Loss) Income Shares Amounts
Interests
Balance, December 31, 2021 . . . . . . . . $
7,126 630,282 $
6 $
5,169 $
12,004 $
17 (214,159) $ (10,072) $
2
Consolidated net income. . . . . . . . . . .
2,240
—
—
—
2,238
—
—
—
2
Other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . .
(86)
—
—
—
—
(86)
—
—
—
Cash dividends declared of $2.60
per common share . . . . . . . . . . . . . . . (1,077)
—
—
—
(1,077)
—
—
—
—
Equity-based compensation
transactions, net . . . . . . . . . . . . . . . . .
150
—
—
75
2
—
1,555
73
—
Common stock repurchase program . . . (1,500)
—
—
70
—
—
(9,796) (1,570)
—
Acquisitions and other, net . . . . . . . . .
11
—
—
—
—
—
4
—
11
Balance, December 31, 2022 . . . . . . . . $
6,864 630,282 $
6 $
5,314 $
13,167 $
(69) (222,396) $ (11,569) $
15
Consolidated net income. . . . . . . . . . .
2,276
—
—
—
2,304
—
—
—
(28)
Other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . .
32
—
—
—
—
32
—
—
—
Cash dividends declared of $2.80 per
common share . . . . . . . . . . . . . . . . . . (1,136)
—
—
—
(1,136)
—
—
—
—
Equity-based compensation
transactions, net . . . . . . . . . . . . . . . . .
169
—
—
97
(1)
—
1,406
73
—
Common stock repurchase program . . . (1,315)
—
—
(60)
—
—
(7,840) (1,255)
—
Other, net . . . . . . . . . . . . . . . . . . . . .
6
—
—
—
—
—
3
—
6
Balance, December 31, 2023 . . . . . . . . $
6,896 630,282 $
6 $
5,351 $
14,334 $
(37) (228,827) $ (12,751) $
(7)
Adoption of new accounting standard .
(12)
—
—
—
(12)
—
—
—
—
Consolidated net income. . . . . . . . . . .
2,745
—
—
—
2,746
—
—
—
(1)
Other comprehensive income (loss),
net of tax . . . . . . . . . . . . . . . . . . . . . .
(78)
—
—
—
—
(78)
—
—
—
Cash dividends declared of $3.00 per
common share . . . . . . . . . . . . . . . . . . (1,210)
—
—
—
(1,210)
—
—
—
—
Equity-based compensation
transactions, net . . . . . . . . . . . . . . . . .
187
—
—
104
—
—
1,530
83
—
Common stock repurchase program . . .
(265)
—
—
60
—
—
(1,494)
(325)
—
Other, net . . . . . . . . . . . . . . . . . . . . .
(9)
—
—
(19)
—
—
3
—
10
Balance, December 31, 2024 . . . . . . . . $
8,254 630,282 $
6 $
5,496 $
15,858 $
(115) (228,788) $ (12,993) $
2
See Notes to Consolidated Financial Statements.
88
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2024, 2023 and 2022
1. Basis of Presentation
The financial statements presented in this report represent the consolidation of Waste Management, Inc., a Delaware
corporation; its wholly-owned and majority-owned subsidiaries; and certain variable interest entities for which Waste
Management, Inc. or its subsidiaries are the primary beneficiaries as described in Note 18. Waste Management, Inc. is a
holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our”
are used in this document, those terms refer to Waste Management, Inc., together with its consolidated subsidiaries and
consolidated variable interest entities. When we use the term “WMI,” we are referring only to Waste Management, Inc.,
the parent holding company.
We are North America’s leading provider of comprehensive environmental solutions, providing services throughout
the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to manage and
reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable
energy. Our solid waste business is operated and managed locally by our subsidiaries that focus on distinct geographic
areas and provide collection, transfer, disposal, recycling and resource recovery services. Through our subsidiaries,
including our Waste Management Renewable Energy (“WM Renewable Energy”) segment, we are also a leading
developer, operator and owner of landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity
and renewable natural gas, which is a significant source of fuel that we allocate to our natural gas fleet.
On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle, Inc. (“Stericycle”), the
operations of which are presented in this report as our new WM Healthcare Solutions segment. The acquisition expands
our offerings in the U.S. and Canada and adds operations in parts of Western Europe. These businesses provide Regulated
Waste and Compliance Services (“RWCS”) and Secure Information Destruction (“SID”) services that protect people and
brands, promote health and well-being and safeguard the environment. Refer to Note 17 for further discussion.
Our senior management evaluates, oversees and manages the financial performance of our business through five
reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West
Tier (“West Tier”); (iii) Recycling Processing and Sales; (iv) WM Renewable Energy and (v) WM Healthcare Solutions.
Our East and West Tiers along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier
segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses. We also
provide additional services not managed through our five reportable segments, which are presented as Corporate and Other.
Refer to Note 19 for further discussion.
Reclassifications
When necessary, reclassifications have been made to our prior period financial information to conform to the
current year presentation and are not material to our consolidated financial statements.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The accompanying Consolidated Financial Statements include the accounts of WMI, its wholly-owned and
majority - owned subsidiaries and certain variable interest entities for which we have determined that we are the primary
beneficiary. In the opinion of management, these Consolidated Financial Statements include all adjustments, which, unless
otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of
operations, comprehensive income, cash flows, and changes in equity for the periods presented. All material intercompany
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
89
balances and transactions have been eliminated. Investments in unconsolidated entities are accounted for under the
appropriate method of accounting.
Estimates and Assumptions
In preparing our financial statements, we make numerous estimates and assumptions that affect the accounting for
and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and
assumptions because certain information that we use is dependent on future events, cannot be calculated with precision
from available data or simply cannot be calculated. In some cases, these estimates are difficult to determine, and we must
exercise significant judgment. In preparing our financial statements, the most difficult, subjective and complex estimates
and the assumptions that present the greatest amount of uncertainty relate to our accounting for landfills, environmental
remediation liabilities, long-lived asset impairments, intangible asset impairments and the fair value of assets and liabilities
acquired in business combinations. Each of these items is discussed in additional detail below. Actual results could differ
materially from the estimates and assumptions that we use in the preparation of our financial statements.
Cash and Cash Equivalents
Cash in excess of current operating requirements is invested in short-term interest-bearing instruments with maturities
of three months or less at the date of purchase and is stated at cost, which approximates market value.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash
equivalents, investments held within restricted funds, and accounts receivable. We make efforts to control our exposure to
credit risk associated with these instruments by (i) placing our assets and other financial interests with a diverse group of
credit-worthy financial institutions; (ii) holding high-quality financial instruments while limiting investments in any one
instrument and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and
monitoring procedures, although generally we do not have collateral requirements for credit extensions. We also control
our exposure associated with trade receivables by discontinuing service, to the extent allowable, to non - paying customers.
However, our overall credit risk associated with trade receivables is limited due to the large number and diversity of
customers we serve. As of December 31, 2024 and 2023, no single customer represented greater than 5% of total accounts
receivable.
Accounts and Other Receivables
Our receivables, which are recorded when billed, when services are performed or when cash is advanced, are claims
against third parties that will generally be settled in cash. The carrying value of our receivables, net of the allowance for
doubtful accounts, represents the estimated net realizable value. We estimate our allowance for doubtful accounts based
on historical collection trends; type of customer, such as municipal or commercial; the age of outstanding receivables and
existing as well as expected economic conditions. If events or changes in circumstances indicate that specific receivable
balances may be impaired, further consideration is given to the collectability of those balances and the allowance is
adjusted accordingly. Past-due receivable balances are written off when our collection efforts have been unsuccessful.
Also, we recognize interest income on long-term interest-bearing notes receivable as the interest accrues under the terms
of the notes. We no longer accrue interest once the notes are deemed uncollectible.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
90
The following table reflects the activity in our allowance for doubtful accounts of trade receivables for the year ended
December 31 (in millions):
2024
2023
Balance as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
30
$
26
Additions charged to expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
65
53
Accounts written-off, net of recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(55)
(58)
Acquisitions, divestitures and other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
9
Balance as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
165
$
30
To determine the allowance for doubtful accounts for trade receivables, we rely upon, among other factors, historical
loss trends, the age of outstanding receivables, and existing as well as expected economic conditions, and we believe that
all of our trade receivables share similar risk characteristics. We monitor our credit exposure on an ongoing basis and
assess whether assets in the pool continue to display similar risk characteristics. Our acquisition of Stericycle introduced
a new mix of customers which we believe generally share similar risk characteristics with our existing trade receivables;
however, Stericycle has and continues to encounter certain billing and collection delays. The Company determined that a
portion of the acquired Stericycle receivables have experienced more-than-insignificant deterioration in credit quality since
origination, as of the acquisition date. As a result, a gross allowance for doubtful accounts of trade receivables was
recognized in the amount of $130 million as of the acquisition date of November 4, 2024. Based on aging analysis as of
December 31, 2024 and 2023, approximately 85% and 90%, respectively, of our trade receivables were outstanding less
than 60 days.
To determine the allowance for doubtful accounts for other receivables, as well as loans and other instruments, we
rely primarily on credit ratings and associated default rates based on the maturity of the instrument. Other receivables, as
of December 31, 2024 and 2023, include receivables related to income tax payments in excess of our current income tax
obligations of $255 million and $120 million, respectively. Other receivables as of December 31, 2024 and 2023 also
include a receivable of $46 million and $26 million, respectively, related to alternative fuel tax credits. Based on an aging
analysis as of December 31, 2024 and 2023, approximately 65% and 50%, respectively, of our other receivables were due
within 12 months or less.
Parts and Supplies
Parts and supplies consist primarily of spare parts, fuel, tires, lubricants and processed recycling materials. Our parts
and supplies are stated at the lower of cost (using the average cost method) or market.
Landfill Accounting
Cost Basis of Landfill Assets — We capitalize various costs that we incur to make a landfill ready to accept waste.
These costs generally include expenditures for land (including the landfill footprint and required landfill buffer property);
permitting; excavation; liner material and installation; landfill leachate collection systems; landfill gas collection systems;
environmental monitoring equipment for groundwater and landfill gas; and directly related engineering, capitalized
interest, on-site road construction and other capital infrastructure costs. The cost basis of our landfill assets also includes
asset retirement costs, which represent estimates of future costs associated with landfill final capping, closure and
post - closure activities. These costs are discussed below.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
91
Final Capping, Closure and Post-Closure Costs — Following is a description of our asset retirement activities and
our related accounting:
•
Final Capping — Generally involves the installation of flexible membrane liners and geosynthetic clay liners,
drainage and compacted soil layers and topsoil over areas of a landfill where total airspace has been consumed.
Final capping asset retirement obligations are recorded on a units-of-consumption basis as airspace is consumed
related to the specific final capping event with a corresponding increase in the landfill asset. Each final capping
event is accounted for as a discrete obligation and recorded as an asset and a liability based on estimates of the
discounted cash flows associated with each final capping event.
•
Closure — Includes the construction of the final portion of methane gas collection systems (when required),
demobilization and routine maintenance costs. These are costs incurred after the site ceases to accept waste, but
before the landfill is certified as closed by the applicable regulatory agency. These costs are recorded as an asset
retirement obligation as airspace is consumed over the life of the landfill with a corresponding increase in the
landfill asset. Closure obligations are recorded over the life of the landfill based on estimates of the discounted
cash flows associated with performing closure activities.
•
Post-Closure — Involves the maintenance and monitoring of a landfill site that has been certified closed by the
applicable regulatory agency. Generally, we are required to maintain and monitor landfill sites for a 30-year
period. These maintenance and monitoring costs are recorded as an asset retirement obligation as airspace is
consumed over the life of the landfill with a corresponding increase in the landfill asset. Post-closure obligations
are recorded over the life of the landfill based on estimates of the discounted cash flows associated with
performing post-closure activities.
We develop our estimates of these obligations using input from our operations personnel, engineers and accountants.
Our estimates are based on our interpretation of current requirements and are intended to approximate fair value. Absent
quoted market prices, the estimate of fair value is based on the best available information, including the results of present
value techniques. In many cases, we contract with third parties to fulfill our obligations for final capping, closure and post-
closure. We use historical experience, professional engineering judgment and quoted or actual prices paid for similar work
to determine the fair value of these obligations. We are required to recognize these obligations at market prices whether
we plan to contract with third parties or perform the work ourselves. In those instances where we perform the work with
internal resources, the incremental profit margin realized is recognized as a component of operating income when the work
is completed.
Once we have determined final capping, closure and post-closure costs, we inflate those costs to the expected time of
payment and discount those expected future costs back to present value. As of December 31, 2024, 2023 and 2022, we
inflated these costs in current dollars to the expected time of payment using an inflation rate of 2.50%, for each year. We
discounted these costs to present value using the credit-adjusted, risk-free rate effective at the time an obligation is incurred,
consistent with the expected cash flow approach. Any changes in expectations that result in an upward revision to the
estimated cash flows are treated as a new liability and discounted at the current rate while downward revisions are
discounted at the historical weighted average rate of the recorded obligation. As a result, the credit-adjusted, risk-free
discount rate used to calculate the present value of an obligation is specific to each individual asset retirement obligation.
The weighted average rate applicable to our long-term asset retirement obligations as of December 31, 2024 was
approximately 4.8%.
We record the estimated fair value of final capping, closure and post-closure liabilities for our landfills based on the
airspace consumed through the current period. The fair value of final capping obligations is developed based on our
estimates of the airspace consumed to date for each final capping event and the expected timing of each final capping
event. The fair value of closure and post-closure obligations is developed based on our estimates of the airspace consumed
to date for the entire landfill and the expected timing of each closure and post-closure activity. Because these obligations
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
92
are measured at estimated fair value using present value techniques, changes in the estimated cost or timing of future final
capping, closure and post-closure activities could result in a material change in these liabilities, related assets and results
of operations. We assess the appropriateness of the estimates used to develop our recorded balances annually, or more
often if significant facts change.
Sustained changes in inflation rates or the estimated costs, timing or extent of future final capping, closure and
post - closure activities typically result in both (i) a current adjustment to the recorded liability and landfill asset and (ii) a
change in liability and asset amounts to be recorded prospectively over either the remaining permitted and expansion
airspace (as defined below) of the related discrete final capping event or the remaining permitted and expansion airspace
of the landfill, as appropriate. Any changes related to the capitalized and future cost of the landfill assets are then
recognized in accordance with our landfill depletion policy, which would generally result in depletion expense being
recognized prospectively over the remaining permitted and expansion airspace of the final capping event or the remaining
permitted and expansion airspace of the landfill, as appropriate. Changes in such estimates associated with a fully
consumed landfill result in an adjustment to the recorded liability and landfill assets with an immediate corresponding
adjustment to landfill airspace depletion expense.
Interest accretion on final capping, closure and post-closure liabilities is recorded using the effective interest method
and is recorded as landfill operating costs, which is included in operating expenses within our Consolidated Statements of
Operations.
Depletion of Landfill Assets — The depletable basis of a landfill includes (i) amounts previously expended and
capitalized, net of accumulated airspace depletion; (ii) capitalized landfill final capping, closure and post-closure costs,
net of accumulated airspace depletion; (iii) projections of future purchase and development costs required to develop the
landfill site to its remaining permitted and expansion airspace (as defined below) and (iv) projected asset retirement costs
related to landfill final capping, closure and post-closure activities.
Depletion is recorded on a units-of-consumption basis, applying expense as a rate per ton. The rate per ton is calculated
by dividing each component of the depletable basis of a landfill by the number of tons needed to fill the corresponding
asset’s airspace. For landfills that we do not own, but operate through lease or other contractual agreements, the rate per
ton is calculated based on expected airspace to be utilized over the lesser of the contractual term of the underlying
agreement or the life of the landfill.
We apply the following guidelines in determining a landfill’s remaining permitted and expansion airspace:
•
Remaining Permitted Airspace — Our engineers, in consultation with third-party engineering consultants and
surveyors, are responsible for determining remaining permitted airspace at our landfills. The remaining permitted
airspace is determined by an annual survey, which is used to compare the existing landfill topography to the
expected final landfill topography.
•
Expansion Airspace — We also include currently unpermitted expansion airspace in our estimate of remaining
permitted and expansion airspace in certain circumstances. First, for unpermitted airspace to be initially included
in our estimate of remaining permitted and expansion airspace, we must believe that obtaining the expansion
permit is likely. Second, we must generally expect the initial expansion permit application to be submitted within
one year and the final expansion permit to be received within five years, in addition to meeting the following
criteria:
•
Personnel are actively working on the expansion of an existing landfill, including efforts to obtain land use
and local, state or provincial approvals;
•
We have a legal right to use or obtain land to be included in the expansion plan;
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
93
•
There are no significant known technical, legal, community, business, or political restrictions or similar
issues that could negatively affect the success of such expansion; and
•
Financial analysis has been completed based on conceptual design, and the results demonstrate that the
expansion meets Company criteria for investment.
These criteria are evaluated by our field-based engineers, accountants, managers and others to identify potential
obstacles to obtaining the permits. Once the unpermitted airspace is included, our policy provides that airspace may
continue to be included in remaining permitted and expansion airspace even if certain of these criteria are no longer met
as long as we continue to believe we will ultimately obtain the permit, based on the facts and circumstances of a specific
landfill. In these circumstances, continued inclusion must be approved through a landfill-specific review process that
includes approval by our Chief Financial Officer on a quarterly basis. Of the 18 landfill sites with expansions included as
of December 31, 2024, one landfill required the Chief Financial Officer to approve the inclusion of the unpermitted
airspace because the permit application process did not meet the one- or five - year requirements.
When we include the expansion airspace in our calculations of remaining permitted and expansion airspace, we also
include the projected costs for development, as well as the projected asset retirement costs related to final capping, closure
and post-closure of the expansion in the depletable basis of the landfill.
Once the remaining permitted and expansion airspace is determined in cubic yards, an airspace utilization factor
(“AUF”) is established to calculate the remaining permitted and expansion capacity in tons. The AUF is established using
the measured density obtained from previous annual surveys and is then adjusted to account for future settlement. The
amount of settlement that is forecasted will consider several site-specific factors including current and projected mix of
waste type, initial and projected waste density, estimated number of years of life remaining, depth of underlying waste,
anticipated access to moisture through precipitation or recirculation of landfill leachate and operating practices. In addition,
the initial selection of the AUF is subject to a subsequent multi-level review by our engineering group and the AUF used
is reviewed on a periodic basis and revised as necessary. Our historical experience generally indicates that the impact of
settlement at a landfill is greater later in the life of the landfill when the waste placed at the landfill approaches its highest
point under the permit requirements.
After determining the costs and remaining permitted and expansion capacity at each of our landfills, we determine the
per ton rates that will be expensed as waste is received and deposited at the landfill by dividing the costs by the
corresponding number of tons. We calculate per ton depletion rates for each landfill for assets associated with each final
capping event, for assets related to closure and post-closure activities and for all other costs capitalized or to be capitalized
in the future. These rates per ton are updated annually, or more often, as significant facts change.
It is possible that actual results, including the amount of costs incurred, the timing of final capping, closure and
post - closure activities, our airspace utilization or the success of our expansion efforts could ultimately turn out to be
significantly different from our estimates and assumptions. To the extent that such estimates, or related assumptions, prove
to be significantly different than actual results, lower earnings may be experienced due to higher depletion rates or higher
expenses; or higher earnings may result if the opposite occurs. Most significantly, if it is determined that expansion
capacity should no longer be considered in calculating the recoverability of a landfill asset, we may be required to recognize
an asset impairment or incur significantly higher depletion expense. If at any time management makes the decision to
abandon the expansion effort, the capitalized costs related to the expansion effort are expensed immediately.
Environmental Remediation Liabilities
A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental
protection. The nature of our operations, particularly with respect to the construction, operation and maintenance of our
landfills, subjects us to an array of laws and regulations relating to the protection of the environment. Under current laws
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
94
and regulations, we may have liabilities for environmental damage caused by our operations, or for damage caused by
conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities,
such liabilities include potentially responsible party (“PRP”) investigations. The costs associated with these liabilities can
include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated
with site investigation and clean up.
Where it is probable that a liability has been incurred, we estimate costs required to remediate sites based on
site - specific facts and circumstances. We routinely review and evaluate sites that require remediation and determine our
estimated cost for the likely remedy based on a number of estimates and assumptions. Next, we review the same type of
information with respect to other named and unnamed PRPs. Estimates of the costs for the likely remedy are then
developed using our internal resources, third-party environmental engineers or other service providers. Internally
developed estimates are based on:
•
Management’s judgment and experience in remediating our own and unrelated parties’ sites;
•
Information available from regulatory agencies as to costs of remediation;
•
The number, financial resources and relative degree of responsibility of other PRPs who may be liable for
remediation of a specific site; and
•
The typical allocation of costs among PRPs, unless the actual allocation has been determined.
Estimating our degree of responsibility for remediation is inherently difficult. We recognize and accrue for an
estimated remediation liability when we determine that such liability is both probable and reasonably estimable.
Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can
sometimes be a range of reasonable estimates of the costs associated with the likely site remediation alternatives identified
in the environmental impact investigation. In these cases, we use the amount within the range that is our best estimate. If
no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such
range. If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately
$9 million higher than the $222 million recorded in the Consolidated Balance Sheet as of December 31, 2024. Our ultimate
responsibility may differ materially from current estimates. It is possible that technological, regulatory or enforcement
developments, the results of environmental studies, the inability to identify other PRPs, the inability of other PRPs to
contribute to the settlements of such liabilities, or other factors could require us to record additional liabilities. Our ongoing
review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in
revisions to our accruals that could cause upward or downward adjustments to our balance sheet and income from
operations. These adjustments could be material in any given period.
We record our obligations on an undiscounted basis unless we are aware of a material environmental liability where
we believe that both the amount and timing of the payments are fixed or reliably determinable.
Property and Equipment (exclusive of landfills, discussed above)
We record property and equipment at cost. Expenditures for major additions and improvements are capitalized and
maintenance activities are expensed as incurred. We depreciate property and equipment over the estimated useful life of
the asset using the straight-line method. We generally assume no salvage value for our depreciable property and equipment.
When property and equipment are retired, sold or otherwise disposed of, the cost and accumulated depreciation are
removed from our accounts and any resulting gain or loss is included in results of operations as an offset or increase to
operating expense for the period.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
95
The estimated useful lives for significant property and equipment categories are as follows (in years):
Useful Lives
Vehicles — excluding rail haul cars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 to 10
Vehicles — rail haul cars . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10 to 30
Machinery and equipment (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 to 30
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5 to 40
Furniture, fixtures and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3 to 10
(a) Includes recycling and renewable natural gas (“RNG”) facilities and WM Healthcare Solutions autoclaves and
incinerators as well as containers.
Leases
We lease property and equipment in the ordinary course of our business. Our operating lease activities primarily
consist of leases for real estate, landfills, fleet vehicles and operating equipment. Our financing lease activities primarily
consist of leases for operating equipment, railcars and landfill assets. Our leases have varying terms. Some may include
renewal or purchase options, escalation clauses, restrictions, penalties or other obligations that we consider in determining
minimum lease payments. The leases are classified as either operating leases or financing leases, as appropriate.
Operating Leases (excluding landfill leases discussed below) — The majority of our leases are operating leases. This
classification generally can be attributed to either (i) relatively low fixed minimum lease payments as a result of real
property lease obligations that vary based on the volume of waste we receive or process or (ii) minimum lease terms that
are much shorter than the assets’ economic useful lives. Management expects that in the normal course of business our
operating leases will be renewed, replaced by other leases or replaced with fixed asset expenditures.
Financing Leases (excluding landfill leases discussed below) — Assets under financing leases are capitalized using
interest rates determined at the commencement of each lease and are depreciated over either the useful life of the asset or
the lease term, as appropriate, on a straight-line basis. The present value of the related lease payments is recorded as a debt
obligation.
Landfill Leases — From an operating perspective, landfills that we lease are similar to landfills we own because
generally we will operate the landfill for the life of the operating permit. The most significant portion of our rental
obligations for landfill leases is contingent upon operating factors such as disposal volume and often there are no
contractual minimum rental obligations. Contingent rental obligations are expensed as incurred. For landfill financing
leases that provide for minimum contractual rental obligations, we record the present value of the minimum obligation as
part of the landfill asset, which is depleted on a units-of-consumption basis over the shorter of the lease term or the life of
the landfill.
For operating and financing leases, including landfill leases, our rent expense for each of the last three years and future
minimum lease payments are disclosed in Note 7.
Acquisitions
We generally recognize assets acquired and liabilities assumed in business combinations, including contingent assets
and liabilities, based on fair value estimates as of the date of acquisition.
Contingent Consideration — In certain acquisitions, we agree to pay additional amounts to sellers contingent upon
achievement by the acquired businesses of certain negotiated goals, such as targeted revenue levels, targeted disposal
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
96
volumes or the issuance of permits for expanded landfill airspace. We have recognized liabilities for these contingent
obligations based on their estimated fair value as of the date of acquisition with any differences between the acquisition
date fair value, subsequent remeasurements and the ultimate settlement of the obligations being recognized as an
adjustment to income from operations. Refer to Note 11 for adjustments recognized during the reported periods.
Acquired Assets and Assumed Liabilities — Assets and liabilities arising from contingencies such as pre-acquisition
environmental matters and litigation are recognized at their acquisition-date fair value when their respective fair values
can be determined. Acquired contingencies whose fair value is not determinable during the measurement period are
recognized only if they are probable and reasonably estimable.
Acquisition-date fair value estimates are revised as necessary if, and when, additional information regarding these
contingencies becomes available to further define and quantify assets acquired and liabilities assumed. Subsequent to
finalization of purchase accounting, these revisions are accounted for as adjustments to income from operations. All
acquisition-related transaction costs are generally expensed as incurred. During 2024, we acquired Stericycle which is
included in our new WM Healthcare Solutions segment. We also acquired 11 solid waste and recycling businesses. See
Note 17 for additional information related to our acquisitions.
Goodwill and Other Intangible Assets
Goodwill is the excess of our purchase cost over the fair value of the net assets of acquired businesses. We do not
amortize goodwill, but as discussed in the Long-Lived Asset Impairments section below, we assess our goodwill for
impairment at least annually.
Other intangible assets consist primarily of customer and supplier relationships, covenants not-to-compete, licenses,
permits (other than landfill permits, which are combined with landfill tangible assets and depleted per our landfill depletion
policy), trade names and other contracts. Other intangible assets are recorded at fair value on the acquisition date and are
generally amortized using either a 150% declining balance approach or a straight-line basis as we determine appropriate.
Customer and supplier relationships are typically amortized over terms of 10 to 15 years. Covenants not-to-compete are
amortized over the term of the non-compete covenant, which is generally five years. Definite-lived intangibles are
amortized over their useful lives on a straight-line basis while indefinite-lived intangibles are not amortized. Licenses,
permits and other contracts are amortized over the definitive terms of the related agreements. If the underlying agreement
does not contain definitive terms and the useful life is determined to be indefinite, the asset is not amortized.
Long-Lived Asset Impairments
We assess our long-lived assets for impairment as required under the applicable accounting standards. If necessary,
impairments are recorded in (gain) loss from divestitures, asset impairments and unusual items, net in our Consolidated
Statements of Operations.
Property and Equipment, Including Landfills and Definite-Lived Intangible Assets — We monitor the carrying value
of our long-lived assets for potential impairment on an ongoing basis and test the recoverability of such assets generally
using significant unobservable (“Level 3”) inputs whenever events or changes in circumstances indicate that their carrying
amounts may not be recoverable. These events or changes in circumstances, including management decisions pertaining
to such assets, are referred to as impairment indicators. If an impairment indicator occurs, we perform a test of
recoverability by comparing the carrying value of the asset or asset group to its undiscounted expected future cash flows.
If cash flows cannot be separately and independently identified for a single asset, we will determine whether an impairment
has occurred for the group of assets for which we can identify the projected cash flows. If the carrying values are in excess
of undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset or asset
group to its carrying value and the difference is recorded in the period that the impairment indicator occurs. Fair value is
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
97
generally determined by considering (i) internally developed discounted projected cash flow analysis of the asset or asset
group; (ii) third-party valuations and/or (iii) information available regarding the current market for similar assets.
Estimating future cash flows requires significant judgment and projections may vary from the cash flows eventually
realized, which could impact our ability to accurately assess whether an asset has been impaired.
The assessment of impairment indicators and the recoverability of our capitalized costs associated with landfills and
related expansion projects require significant judgment due to the unique nature of the waste industry, the highly regulated
permitting process and the sensitive estimates involved. During the review of a landfill expansion application, a regulator
may initially deny the expansion application although the expansion permit is ultimately granted. In addition, management
may periodically divert waste from one landfill to another to conserve remaining permitted landfill airspace, or a landfill
may be required to cease accepting waste, prior to receipt of the expansion permit. However, such events occur in the
ordinary course of business in the waste industry and do not necessarily result in impairment of our landfill assets because,
after consideration of all facts, such events may not affect our belief that we will ultimately obtain the expansion permit.
As a result, our tests of recoverability, which generally make use of a probability-weighted cash flow estimation approach,
may indicate that no impairment loss should be recorded.
Indefinite-Lived Intangible Assets, Including Goodwill — At least annually using a measurement date of October 1,
and more frequently if warranted, we assess our indefinite-lived intangible assets, including the goodwill of our reporting
units, for impairment.
We first perform a qualitative assessment to determine if it is more likely than not that the fair value of a reporting
unit is less than its carrying value. If the assessment indicates a possible impairment, we complete a quantitative review,
comparing the estimated fair value of a reporting unit to its carrying amount, including goodwill. An impairment charge
is recognized if the asset’s estimated fair value is less than its carrying amount. Fair value is typically estimated using an
income approach using Level 3 inputs. However, when appropriate, we may also use a market approach. The income
approach is based on the long-term projected future cash flows of the reporting units. We discount the estimated cash flows
to present value using a weighted average cost of capital that considers factors such as market assumptions, the timing of
the cash flows and the risks inherent in those cash flows. We believe that this approach is appropriate because it provides
a fair value estimate based upon the reporting units’ expected long-term performance considering the economic and market
conditions that generally affect our business. The market approach estimates fair value by measuring the aggregate market
value of publicly-traded companies with similar characteristics to our business as a multiple of their reported earnings. We
then apply that multiple to the reporting units’ earnings to estimate their fair values. We believe that this approach may
also be appropriate in certain circumstances because it provides a fair value estimate using valuation inputs from entities
with operations and economic characteristics comparable to our reporting units.
Fair value is computed using several factors, including projected future operating results, economic projections,
anticipated future cash flows, comparable marketplace data and the cost of capital. There are inherent uncertainties related
to these factors and to our judgment in applying them in our analysis. However, we believe our methodology for estimating
the fair value of our reporting units is reasonable.
Refer to Note 11 for information related to impairments recognized during the reported periods.
Insured and Self-Insured Claims
We have retained a significant portion of the risks related to our health and welfare, general liability, automobile
liability and workers’ compensation claims programs. For our self-insured portions, the exposure for unpaid claims and
associated expenses, including incurred but not reported losses, is based on an actuarial valuation or internal estimates.
The gross estimated liability associated with settling unpaid claims is included in accrued liabilities in our Consolidated
Balance Sheets if expected to be settled within one year; otherwise, it is included in other long-term liabilities. Estimated
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
98
insurance recoveries related to recorded liabilities are reflected as other current receivables or other long-term assets in
our Consolidated Balance Sheets when we believe that the receipt of such amounts is probable.
We use a wholly-owned insurance captive to insure the deductibles for our general liability, automobile liability and
workers’ compensation claims programs. We continue to maintain conventional insurance policies with third-party
insurers. WMI pays an annual premium to the insurance captive on behalf of WMI and its insured subsidiaries, typically
in the first quarter of the year, for estimated losses based on an external actuarial analysis. These premiums are held in a
restricted funds account to be used solely for paying insurance claims, resulting in a transfer of risk from our Company to
the insurance captive, and are allocated between current and long-term assets depending on estimated timing of the use of
funds.
Restricted Funds
Our restricted funds accounts primarily consist of funds deposited for purposes of funding insurance claims and
settling landfill final capping, closure, post-closure and environmental remediation obligations. These funds are generally
allocated between cash, money market funds, equity securities and available-for-sale debt securities depending on the
estimated timing and purpose of the use of funds. We use a wholly-owned insurance captive to insure the deductibles for
certain claims programs and the premiums paid are directly deposited into a restricted funds account to be used solely for
paying insurance claims. At several of our landfills, we provide financial assurance by depositing cash into restricted trust
funds for purposes of settling final capping, closure, post-closure and environmental remediation obligations. Balances
maintained in these restricted funds accounts will fluctuate based on (i) changes in statutory requirements; (ii) future
deposits made to comply with contractual arrangements; (iii) the ongoing use of funds; (iv) acquisitions or divestitures
and (v) changes in the fair value of the financial instruments held in the restricted funds accounts.
See Notes 16 and 18 for additional discussion related to restricted funds accounts for final capping, closure,
post - closure or environmental remediation obligations.
Investments in Unconsolidated Entities
As a result of adopting ASU 2023-02 in 2024, our investments in entities established to invest in and manage low-
income housing properties are accounted for using the proportional amortization method. Under the proportional
amortization method, the equity investment is amortized in proportion to the income tax credits and other income tax
benefits received. Investments in unconsolidated entities over which the Company has significant influence are accounted
for under the equity method of accounting. Equity investments in which the Company does not have the ability to exert
significant influence over the investees’ operating and financing activities are measured using a quantitative approach as
these investments do not have readily determinable fair values. The quantitative approach, or measurement alternative, is
equal to its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly
transactions for the identical or a similar investment of the same issuer. The following table summarizes our investments
in unconsolidated entities as of December 31 (in millions):
2024
2023
Equity method investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
86
$
538
Investments qualifying for proportional amortization method (a) . . . . . . . . . . . . . . . . . . . . . .
707
—
Investments without readily determinable fair values . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53
68
Investments in unconsolidated entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
846
$
606
(a) As discussed above, our low-income housing investments are accounted for using the proportional amortization
method. Prior to 2024, these investments were included as equity method investments.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
99
We monitor and assess the carrying value of our investments throughout the year for potential impairment and write
them down to their fair value when other-than-temporary declines exist. Fair value is generally based on (i) other
third - party investors’ recent or pending transactions in the securities; (ii) other information available regarding the current
market for similar assets; (iii) a market or income approach, as deemed appropriate and/or (iv) a quantitative approach, or
measurement alternative, as noted above. Impairments of our investments are recorded in (gain) loss from divestitures,
asset impairments and unusual items, net in our Consolidated Statements of Operations in accordance with appropriate
accounting guidance.
Refer to Note 11 for information related to impairments and other adjustments recognized during the reported periods.
Derivative Instruments
At times we use derivative instruments to manage risk. To qualify for hedge accounting, the hedged item must expose
us to risk and the related derivative instrument must reduce the exposure to that risk and meet specific hedge documentation
requirements related to designation dates, expectations for hedge effectiveness and the probability that hedged future
transactions will occur as forecasted. We formally designate derivative instruments as hedges and document and assess
their effectiveness at inception of the hedge and on a quarterly basis thereafter. Forecasted transactions are evaluated for
the probability of occurrence.
We are required to recognize derivative instruments at fair value as either assets or liabilities on our Consolidated
Balance Sheets unless such instruments meet certain normal purchase/normal sale criteria. For derivatives that qualify for
hedge accounting, we designate them as cash flow hedges. The change in the fair value of a cash flow hedge is reported
in accumulated other comprehensive income (loss) and is reclassified to earnings when the forecasted transaction affects
earnings. See Note 6 for additional information regarding our derivative instruments.
Foreign Currency
Our operations are primarily in the U.S. but we also have significant operations in Canada and certain countries in
Western Europe. Additionally, we have certain support functions in India. Local currencies generally are considered the
functional currencies of our operations and investments outside the U.S. The assets and liabilities of our foreign operations
are translated to U.S. dollars using the exchange rate as of the balance sheet date. Revenues and expenses are translated to
U.S. dollars using the average exchange rate during the period. The resulting translation difference is reflected as a
component of other comprehensive income (loss), net of tax. Foreign currency translation adjustments have primarily been
impacted by fluctuations in the U.S. dollar/Canadian dollar exchange rate and to a lesser extent, the U.S. dollar/Euro
exchange rates and the U.S. dollar/British pound sterling exchange rate.
The U.S. dollar/Canadian dollar exchange rate was 1.4384 at December 31, 2024, 1.3243 at December 31, 2023 and
1.3554 at December 31, 2022. The U.S. dollar/Euro exchange rate was 0.9659 at December 31, 2024. The U.S.
dollar/British pound sterling exchange rate was 0.7990 at December 31, 2024. Refer to Note 12 for information regarding
the impacts of foreign currency on our comprehensive income and results of operations.
Revenue Recognition
We generally recognize revenue as services are performed or products are delivered. For example, revenue typically
is recognized as waste is collected; tons are received at our landfills, transfer stations or processing facilities; or recycling
and other commodities, such as RNG, electricity and capacity, Renewable Identification Numbers (“RINs”) and
Renewable Energy Credits (“RECs”), are sold. Compliance services revenues are recognized over the contractual service
period. We also bill for certain services prior to performance. Such services include, among others, certain commercial
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
100
and residential contracts, and equipment rentals. These advanced billings are included in deferred revenues and recognized
as revenue in the period service is provided.
Our Collection and Disposal operating revenues are primarily generated from fees charged for our collection, transfer
and disposal. Revenues from our collection operations are influenced by factors such as collection frequency, type of
collection equipment furnished, type and volume or weight of the waste collected, distance to the disposal facility or
recycling facility and our disposal costs. Revenues from our landfill operations consist of tipping fees, which are generally
based on the type and weight or volume of waste being disposed of at our disposal facilities. Fees charged at transfer
stations are generally based on the weight or volume of waste deposited, considering our cost of loading, transporting and
disposing of the solid waste at a disposal site. The fees we charge for our services generally include applicable fees, such
as our energy surcharge, which are intended to pass through to customers direct and indirect costs incurred.
Recycling Processing and Sales revenues generally consist of tipping fees and the sale of recycling commodities to
and/or on behalf of third parties.
Our WM Renewable Energy revenue is primarily generated from (i) the sale of captured and converted landfill
methane gas; (ii) the sale of RINs under the Renewable Fuel Standard (“RFS”) program implemented by the U.S.
Environmental Protection Agency (“EPA”); (iii) sale of Low Carbon Fuel credits designed to stimulate the use of low-
carbon fuels and (iv) the sale of energy (electricity and capacity) and associated RECs.
Our WM Healthcare Solutions revenue is primarily generated from (i) RWCS, which provide collection, processing
and disposal of regulated and specialized waste, including medical, pharmaceutical and hazardous waste, and compliance
programs and (ii) SID services, which provides for the collection of personal and confidential information for secure
destruction and recycling of sorted office paper. The customers typically enter into a contract for the provision of services
on a weekly, monthly or as-needed basis over the contract term. We receive fees based on a monthly, quarterly or annual
rate and/or fees based on contractual rates depending on measures including the volume, weight, and type of waste, as
specified in applicable contracts.
See Note 19 for additional information related to revenue by reportable segment and major lines of business.
Deferred Revenues
We record deferred revenues when cash payments are received or due in advance of our performance and classify
them as current since they are earned within a year and there are no significant financing components. Substantially all
our deferred revenues during the reported periods are realized as revenues within one to three months, when the related
services are performed.
Contract Acquisition Costs
Our incremental direct costs of obtaining a contract, which consist primarily of sales incentives, are generally deferred
and amortized to selling, general and administrative expense over the estimated life of the relevant customer relationship,
ranging from five to 13 years. Contract acquisition costs that are paid to the customer are deferred and amortized as a
reduction in revenue over the contract life. Our contract acquisition costs are classified as current or noncurrent based on
the timing of when we expect to recognize amortization and are included in other assets in our Consolidated Balance
Sheets.
As of December 31, 2024 and 2023, we had $218 million and $207 million of deferred contract costs, respectively,
of which $154 million and $148 million, respectively, were related to deferred sales incentives. During each of the years
ended December 31, 2024, 2023 and 2022, we amortized $28 million, $26 million and $24 million, respectively, of sales
incentives to selling, general and administrative expense.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
101
Long-Term Contracts
Approximately 25% of our total revenue is derived from contracts with a remaining term greater than one year. The
consideration for these contracts is primarily variable in nature. The variable elements of these contracts primarily include
the number of homes and businesses served, weight, number of containers served and annual rate changes based on
consumer price index, fuel prices or other operating costs. Such contracts are generally within our collection, recycling
and other lines of business and have a weighted average remaining contract life of approximately four years. We do not
disclose the value of unsatisfied performance obligations for these contracts as our right to consideration corresponds
directly to the value provided to the customer for services completed to date and all future variable consideration is
allocated to wholly unsatisfied performance obligations.
Environmental Credits
We generate environmental credits through our production and sale of renewable energy. Our operating costs are
associated with the production of renewable energy. The environmental credits are a form of government incentive
generated through our renewable energy production and not as a result of the physical attributes of our production. The
environmental credits are able to be separated and sold independent of the renewable energy produced. Thus, no cost is
allocated to the environmental credit when it is generated.
Capitalized Interest
We capitalize interest on certain projects under development, including landfill expansion projects, certain assets
under construction, including operating landfills and landfill gas-to-energy projects and internal-use software. During
2024, 2023 and 2022, total interest costs were $728 million, $590 million and $425 million, respectively, of which
$84 million, $63 million and $29 million were capitalized in 2024, 2023 and 2022, respectively.
Income Taxes
The Company is subject to income tax in the U.S., Canada and within parts of Western Europe. Current tax obligations
associated with our income tax expense are reflected in the accompanying Consolidated Balance Sheets as a component
of accrued liabilities and our deferred tax obligations are reflected in deferred income taxes.
Deferred income taxes are based on the difference between the financial reporting and tax basis of assets and liabilities.
Deferred income tax expense represents the change during the reporting period in the deferred tax assets and liabilities,
net of the effect of acquisitions and dispositions. Deferred tax assets include tax loss and credit carry-forwards and are
reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the
deferred tax assets will not be realized. We establish reserves for uncertain tax positions when, despite our belief that our
tax return positions are supportable, we believe that certain positions may be challenged and potentially disallowed. When
facts and circumstances change, we adjust these reserves through our income tax expense.
Should interest and penalties be assessed by taxing authorities on any underpayment of income tax, such amounts
would be accrued and classified as a component of our income tax expense in our Consolidated Statements of Operations.
See Note 8 for discussion of our income taxes.
Contingent Liabilities
We estimate the amount of potential exposure we may have with respect to claims, assessments and litigation in
accordance with authoritative guidance on accounting for contingencies. We are party to pending or threatened legal
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
102
proceedings covering a wide range of matters in various jurisdictions. It is difficult to predict the outcome of litigation, as
it is subject to many uncertainties. Additionally, it is not always possible for management to make a meaningful estimate
of the potential loss or range of loss associated with such contingencies. See Note 10 for discussion of our commitments
and contingencies.
Supplemental Cash Flow Information
The following table shows supplemental cash flow information for the year ended December 31 (in millions):
2024
2023
2022
Interest, net of capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
530 $
447 $
348
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
656
636
736
Accrued capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
620
508
564
During 2024, 2023 and 2022, we had $474 million, $276 million and $225 million, respectively, of non-cash financing
activities primarily from our low - income housing investments and new financing leases. These are discussed further in
Notes 6 and 8. Additionally, we had approximately $20 million, $25 million and $135 million of non-cash investing
activities related to non-cash consideration transferred as part of our acquisitions in 2024, 2023 and 2022, respectively.
See Note 17 for further discussion of our acquisitions.
Adoption of New Accounting Standards in 2024
Investments—Equity Method and Joint Ventures: Accounting for Investments in Tax Credit Structures Using the
Proportional Amortization Method
In March 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU")
2023-02, “Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit
Structures Using the Proportional Amortization Method" (“ASU 2023-02”), which allows reporting entities the option to
use the proportional amortization method to account for equity investments made primarily for the purpose of receiving
income tax credits and other income tax benefits when certain requirements are met. For public business entities, the
amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal
years. In 2024, the Company adopted ASU 2023-02 on a modified retrospective basis. The amended guidance did not have
a material impact on our consolidated financial statements. See Note 8 for further discussion of our low-income housing
investments.
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures” (“ASU 2023-07”) which expands annual and interim disclosure requirements for reportable
segments, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 was effective for
public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after
December 15, 2024. The Company adopted ASU 2023-07 for the year ended 2024 and accordingly, our segment
disclosures for years 2023 and 2022 have been retrospectively recast under this guidance. See Note 19 for further
discussion of our segments.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
103
3. Landfill and Environmental Remediation Liabilities
Liabilities for landfill and environmental remediation costs as of December 31 are presented in the table below (in
millions):
2024
2023
Environmental
Environmental
Landfill Remediation
Total
Landfill Remediation
Total
Current (in accrued liabilities) . . . . . . . . . . . $
177 $
54 $
231 $
143 $
31 $
174
Long-term . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,880
168 3,048 2,710
178 2,888
$ 3,057 $
222 $ 3,279 $ 2,853 $
209 $ 3,062
The changes to landfill and environmental remediation liabilities for the year ended December 31, 2024 are reflected
in the table below (in millions):
Environmental
Landfill
Remediation
December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
2,853
$
209
Obligations incurred and capitalized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
91
—
Obligations settled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(136)
(23)
Interest accretion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
—
Revisions in estimates and interest rate assumptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
36
Acquisitions, divestitures and other adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)
—
December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
3,057
$
222
Our recorded liabilities as of December 31, 2024 include the impacts of inflating certain of these costs based on our
expectations of the timing of cash settlement.
4. Property and Equipment
Property and equipment as of December 31 consisted of the following (in millions):
2024
2023
Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
873
$
772
Landfills . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20,273
19,473
Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,065
6,581
Machinery and equipment (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,757
4,989
Containers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,369
3,104
Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,210
4,266
Furniture, fixtures and office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
570
609
43,117
39,794
Less: Accumulated depreciation of tangible property and equipment . . . . . .
(11,518)
(11,183)
Less: Accumulated depletion of landfill airspace . . . . . . . . . . . . . . . . . . . . . . .
(12,259)
(11,643)
Property and equipment, net (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,340
$
16,968
(a) As of December 31, 2024 and 2023, includes (i) $1.7 billion and $1.5 billion, respectively, related to recycling
facilities and (ii) $834 million and $720 million, respectively, related to RNG facilities. December 31, 2024 also
includes $419 million related to autoclaves, incinerators, and other equipment of Stericycle that was acquired on
November 4, 2024 and is now included in WM Healthcare Solutions.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
104
(b) Includes approximately $3.4 billion and $2.8 billion of construction in progress as of December 31, 2024 and 2023,
respectively.
See Note 11 for information regarding asset impairments.
Depreciation and depletion expense, including for assets recorded as financing leases, consisted of the following for
the year ended December 31 (in millions):
2024
2023
2022
Depreciation of tangible property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,292 $ 1,197 $ 1,155
Depletion of landfill airspace . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
795
745
754
Depreciation and depletion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,087 $ 1,942 $ 1,909
See Note 5 for information regarding amortization of our intangible assets.
5. Goodwill and Other Intangible Assets
Goodwill was $13,438 million and $9,254 million as of December 31, 2024 and 2023, respectively. As discussed in
Note 2, we perform our annual impairment test of goodwill balances for our reporting units using a measurement date of
October 1. We will also perform interim tests if an impairment indicator exists. In 2023, as a result of a longer-than-
anticipated ramp toward full scale and profitability of a business engaged in accelerating film and plastic wrap recycling
capabilities, we recorded a goodwill impairment charge of $168 million, with $22 million attributable to noncontrolling
interests. This charge was partially offset by the recognition of $46 million of income related to the reversal of a liability
for contingent consideration associated with our investment in such business for the year ended December 31, 2023. This
net charge was reflected in our financial statements as part of our Recycling Processing and Sales segment. Fair value of
the business was estimated using an income approach based on long-term projected discounted future cash flows of the
reporting unit. The $4,184 million increase in goodwill during 2024 is primarily related to our acquisition of Stericycle.
There were no impairments of goodwill or other intangible assets as of December 31, 2024. See Notes 11 and 17 for
additional information.
Goodwill is included within each segment’s total assets. For segment reporting purposes, our recycling facilities and
recycling brokerage services are included within our Recycling Processing and Sales segment. All of the goodwill from
our acquisition of Stericycle was provisionally assigned to the WM Healthcare Solutions segment. The assignment of
goodwill to reporting units is not complete as of December 31, 2024. The following table presents changes in goodwill
during the reported periods (in millions):
Recycling
WM
Collection and Disposal
Processing
Healthcare
East Tier
West Tier Other Ancillary and Sales Solutions Other
Total
Balance, December 31, 2022 . . . . . . . . . $
5,072 $ 3,696 $
27 $
527 $
— $ 1 $ 9,323
Acquired goodwill . . . . . . . . . . . . . . . . . .
13
70
—
7
— —
90
Divested goodwill . . . . . . . . . . . . . . . . . .
—
—
—
—
— —
—
Impairments . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
(168)
— —
(168)
Foreign currency translation and other . .
9
—
—
—
— —
9
Balance, December 31, 2023 . . . . . . . . . $
5,094 $ 3,766 $
27 $
366 $
— $ 1 $ 9,254
Acquired goodwill . . . . . . . . . . . . . . . . .
553
30
—
5 3,633 — 4,221
Divested goodwill . . . . . . . . . . . . . . . . . .
—
(4)
—
—
— —
(4)
Impairments . . . . . . . . . . . . . . . . . . . . . . .
—
—
—
—
— —
—
Foreign currency translation and other . .
(32)
—
—
(1)
— —
(33)
Balance, December 31, 2024 . . . . . . . . . $
5,615 $ 3,792 $
27 $
370 $ 3,633 $ 1 $ 13,438
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
105
Our other intangible assets consisted of the following as of December 31 (in millions):
Customer
Covenants
Licenses,
Trade names
and Supplier
Not-to-
Permits
Relationships
Compete
and Other
Total
2024
Intangible assets . . . . . . . . . . . . . . . . . .
$
821
$
3,549
$
44
$
579
$
4,993
Less: Accumulated amortization . . . .
(21)
(673)
(14)
(97)
(805)
$
800
$
2,876
$
30
$
482
$
4,188
2023
Intangible assets . . . . . . . . . . . . . . . . . .
$
27
$
1,235
$
46
$
141
$
1,422
Less: Accumulated amortization . . . .
(8)
(551)
(19)
(93)
(663)
$
19
$
684
$
27
$
48
$
759
Amortization expense for other intangible assets was $180 million, $129 million and $129 million for 2024, 2023 and
2022, respectively. Additional information related to other intangible assets acquired through business combinations is
included in Note 17. As of December 31, 2024 and 2023, we had $970 million and $21 million, respectively, of indefinite
lived trade names, licenses, permits and other intangible assets that are not subject to amortization because they do not
have stated expirations or have routine, administrative renewal processes. As of December 31, 2024, we expect annual
amortization expense related to other intangible assets to be $448 million in 2025, $405 million in 2026, $300 million in
2027, $267 million in 2028 and $220 million in 2029. See Note 17 for additional information related to intangibles
acquired from our acquisitions.
6. Debt and Derivatives
The following table summarizes the major components of debt at principal amounts as of each balance sheet date (in
millions) and provides the maturities and interest rate ranges of each major category as of December 31:
2024
2023
Commercial paper program (weighted average interest rate of 4.7% as of
December 31, 2024 and 5.6% as of December 31, 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,250
$
860
Senior notes, maturing through 2054, interest rates ranging from 0.75% to 7.75%
(weighted average interest rate of 4.2% as of December 31, 2024 and 3.7% as of
December 31, 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18,419
11,376
Canadian senior notes, C$500 million maturing September 2026, interest rate of 2.6% . . .
348
378
Tax-exempt bonds, maturing through 2053, fixed and variable interest rates ranging
from 0.70% to 4.80% (weighted average interest rate of 3.7% as of December 31, 2024
and 3.3% as of December 31, 2023) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,873
2,883
Financing leases and other, maturing through 2082 (weighted average interest rate of
4.9% as of December 31, 2024 and 5.0% as of December 31, 2023) (a) . . . . . . . . . . . . . . .
1,189
855
Debt issuance costs, discounts and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(179)
(123)
23,900
16,229
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,359
334
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,541
$
15,895
(a) Excluding our landfill financing leases, the maturities of our financing leases and other debt obligations extend
through 2059.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
106
Debt Classification
As of December 31, 2024, we had approximately $4.0 billion of debt maturing within the next 12 months, including
(i) $1.4 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to
their scheduled maturities; (ii) $1.2 billion of short-term borrowings under our commercial paper program (net of related
discount on issuance); (iii) $422 million of 3.125% senior notes that mature in March 2025; (iv) $500 million of 0.750%
senior notes that mature in November 2025 and (v) $438 million of other debt with scheduled maturities within the next
12 months, including $298 million of tax-exempt bonds. As of December 31, 2024, we have classified $2.6 billion of debt
maturing in the next 12 months as long - term because we have the intent and ability to refinance these borrowings on a
long-term basis as supported by the forecasted available capacity under our $3.5 billion long-term U.S. and Canadian
revolving credit facility (“$3.5 billion revolving credit facility”). The remaining $1.4 billion of debt maturing in the next
12 months is classified as current obligations.
Access to and Utilization of Credit Facilities, Term Credit Agreement and Commercial Paper Program
Term Credit Agreement up to $7.2 Billion — On August 28, 2024, the Company entered into a delayed draw Term
Credit Agreement in a principal amount of up to $7.2 billion (the “Term Credit Agreement”). In October 2024, we drew
$5.2 billion of borrowings under the Term Credit Agreement that were applied to funding our acquisition of Stericycle. In
November 2024, we repaid all outstanding borrowings and contemporaneously terminated the Term Credit Agreement.
$3.5 Billion Revolving Credit Facility — In May 2024, we amended and restated our $3.5 billion U.S. and Canadian
revolving credit facility, extending the term through May 2029. The agreement includes a $1.0 billion accordion feature
that may be used to increase total capacity in future periods, and we have the option to request up to two one-year
extensions. Waste Management of Canada Corporation and WM Quebec Inc., each an indirect wholly-owned subsidiary
of WMI, are borrowers under the $3.5 billion revolving credit facility, and the agreement permits borrowing in Canadian
dollars up to the U.S. dollar equivalent of $375 million, with such borrowings to be repaid in Canadian dollars. WM
Holdings, Inc. (“WM Holdings”), a wholly-owned subsidiary of WMI, guarantees all the obligations under the $3.5 billion
revolving credit facility.
The $3.5 billion revolving credit facility provides us with credit capacity to be used for cash borrowings, to support
letters of credit and to support our commercial paper program. The interest rates we pay on outstanding U.S. or Canadian
loans are based on a secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”)
or the Canadian Overnight Repo Rate Average (“CORRA”) administered by the Bank of Canada, respectively, plus a
spread depending on our senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s
Global Ratings. The spread above SOFR or CORRA can range from 0.585% to 1.025% per annum, plus applicable credit
adjustments. We also pay certain other fees set forth in the $3.5 billion revolving credit facility agreement, including a
facility fee based on the aggregate commitment, regardless of usage. As of December 31, 2024, we had no outstanding
borrowings under this facility. We had $1.2 billion of outstanding borrowings (net of related discount on issuance) under
our commercial paper program and $224 million of letters of credit issued, both supported by the facility, leaving unused
and available credit capacity of $2.1 billion as of December 31, 2024.
Commercial Paper Program — We have a commercial paper program that enables us to borrow funds for up to
397 days at competitive interest rates. The rates we pay for outstanding borrowings are based on the term of the notes. The
commercial paper program is fully supported by our $3.5 billion revolving credit facility. As of December 31, 2024, we
had $1.2 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.
Other Letter of Credit Lines — As of December 31, 2024, we had utilized $862 million of other uncommitted letter
of credit lines with terms extending through December 2028.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
107
Debt Borrowings and Repayments
Commercial Paper Program — During the year ended December 31, 2024 we made cash repayments of $12.3 billion,
which were partially offset by $12.7 billion of cash borrowings (net of related discount on issuance). A portion of these
borrowings were repaid with proceeds from our senior notes issuances discussed below.
Senior Notes — In July 2024, WMI issued $750 million of 4.950% senior notes due July 2027 and $750 million of
4.950% notes due July 2031, the net proceeds of which were $1.49 billion. The net proceeds were used primarily to reduce
outstanding borrowings under our commercial paper program. We also repaid $156 million of WMI’s 3.500% senior notes
upon maturity in May 2024.
In November 2024, we issued senior notes, the net proceeds of which were approximately $5.2 billion, consisting of
(i) $1.0 billion of 4.500% senior notes due March 2028; (ii) $700 million of 4.650% senior notes due March 2030;
(iii) $750 million of 4.800% senior notes due March 2032; (iv) $1.5 billion of 4.950% senior notes due March 2035 and
(v) $1.25 billion of 5.350% senior notes due October 2054. We used the net proceeds to repay all outstanding borrowing
under the Term Credit Agreement.
Term Credit Agreement — In October 2024, we drew $5.2 billion of borrowings under the Term Credit Agreement
that were applied to funding our acquisition of Stericycle. In November 2024, we repaid all outstanding borrowings with
net proceeds from our November 2024 issuance of $5.2 billion of senior notes and contemporaneously terminated the
Term Credit Agreement, resulting in a $7 million loss on early extinguishment of debt.
Stericycle Exchange Offer and Consent Solicitation – On November 8, 2024, we completed our private offer to
eligible holders to exchange $500 million of outstanding 3.875% senior notes issued by Stericycle (the “Stericycle Notes”)
for new notes issued by us (the “WM Notes”) and cash. The WM Notes have the same interest rate, interest payment dates,
and maturity date as the exchanged Stericycle Notes but differ in certain respects from the Stericycle Notes, including with
respect to the redemption provisions. Approximately $485 million in aggregate principal amount of the Stericycle Notes,
or 97%, were tendered and accepted, and new WM Notes were issued. The portion of Stericycle Notes not exchanged,
approximately $15 million, remains an outstanding obligation of Stericycle, our wholly-owned subsidiary. The debt
exchange is accounted for as a modification of debt, as the financial terms of the WM Notes do not differ from the
Stericycle Notes, and there is no substantial difference between the present value of cash flows under each respective set
of notes. In connection with the exchange offer, we solicited and obtained sufficient consents to amend the Stericycle
Notes and related indenture to eliminate substantially all the restrictive covenants, restrictive provisions and events of
default, other than payment-related, guarantee-related and bankruptcy-related events of default, and such amendments
took effect with respect to the remaining Stericycle Notes on November 8, 2024.
Tax-Exempt Bonds — We issued $50 million of tax-exempt bonds in 2024. The proceeds from the issuance of these
bonds were deposited directly into a restricted trust fund to be used for the specific purpose for which the money was
raised, which is generally to finance expenditures for solid waste disposal, recycling and renewable natural gas facility
construction and development. In 2024, we also repaid $60 million of our tax-exempt bonds with available cash at their
scheduled maturities.
Financing Leases and Other — The increase in our financing leases and other debt obligations in 2024 are primarily
related to (i) a note payable associated with our low-income housing investment discussed in Note 8, which increased our
debt obligations by $316 million and (ii) $153 million primarily related to non-cash financing leases. The increase in our
debt obligations was partially offset by $135 million of cash repayments of debt at maturity.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
108
Scheduled Debt Payments
Principal payments of our debt for the next five years and thereafter, based on scheduled maturities are as follows:
$2,613 million in 2025, $747 million in 2026, $2,022 million in 2027, $1,969 million in 2028, $2,048 million in 2029 and
$14,680 million thereafter. Our recorded debt and financing lease obligations include non-cash adjustments associated
with debt issuance costs, discounts and fair value adjustments attributable to terminated interest rate derivatives, which
have been excluded from these amounts because they will not result in cash payments. As discussed above, we have the
intent and ability to refinance our commercial paper borrowings on a long-term basis. See Note 7 below for further
discussion of our financing lease arrangements.
Secured Debt
Our debt balances are generally unsecured, except for financing lease obligations and the notes payable associated
with our investments in low-income housing properties. See Notes 8 and 18 for additional information related to these
investments.
Debt Covenants
The terms of certain of our financing arrangements require that we comply with financial and other covenants. Our
most restrictive financial covenant is the one contained in our $3.5 billion revolving credit facility, which sets forth a
maximum total debt to consolidated earnings before interest, taxes, depreciation, depletion and amortization ratio (the
“Leverage Ratio”). This covenant requires that the Leverage Ratio for the preceding four fiscal quarters will not be more
than 3.75 to 1, provided that if an acquisition permitted under the $3.5 billion revolving credit facility involving aggregate
consideration in excess of $200 million occurs during the fiscal quarter, the Company shall have the right to increase the
Leverage Ratio to 4.25 to 1 during such fiscal quarter and for the following three fiscal quarters (the “Elevated Leverage
Ratio Period”). Given the strength of the Company’s financial position and its expectation to maintain headroom within
the Leverage Ratio, the Company has not elected to increase the Leverage Ratio for an Elevated Leverage Ratio Period in
connection with the acquisition of Stericycle. There shall be no more than two Elevated Leverage Ratio Periods during the
term of the $3.5 billion revolving credit facility, and the Leverage Ratio must return to 3.75 to 1 for at least one fiscal
quarter between Elevated Leverage Ratio Periods. The calculation of all components used in the Leverage Ratio covenant
are as defined in the $3.5 billion revolving credit facility. As of December 31, 2024 and 2023, we were in compliance with
our Leverage Ratio covenant.
Our $3.5 billion revolving credit facility, senior notes and other financing arrangements also contain certain
restrictions on the ability of the Company’s subsidiaries to incur additional indebtedness as well as restrictions on the
ability of the Company and its subsidiaries to, among other things, incur liens, engage in sale-leaseback transactions and
engage in mergers and consolidations. We monitor our compliance with these restrictions, but do not believe that they
significantly impact our ability to enter into investing or financing arrangements typical for our business. As of
December 31, 2024 and 2023, we were in compliance with all covenants and restrictions under our financing
arrangements, in addition to our Leverage Ratio covenant, that may have a material effect on our Consolidated Financial
Statements.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
109
Derivatives
In order to secure underlying interest rates associated with senior note issuances, we entered into treasury lock
transactions during 2024 to (i) fix the ten-year treasury rate on an aggregate notional amount of $900 million and (ii) to
fix the thirty-year treasury rate on an aggregate notional amount of $650 million. We designated our treasury locks as cash
flow hedges. These treasury rate locks were terminated contemporaneously with the related issuances of senior notes in
November 2024, and we received cash of $35 million to settle the related assets. The deferred gains are being amortized
from accumulated other comprehensive (loss) income to interest expense over the ten-year and thirty-year lives of the
related senior notes issuances using the effective interest method. Additionally, although not material to our financial
statements, we do periodically enter into natural gas hedges to mitigate against risk from fluctuation in natural gas prices.
As of December 31, 2024, our outstanding natural gas hedges were immaterial.
7. Leases
Our operating lease activities primarily consist of leases for real estate, landfills (as discussed further in Note 2), fleet
vehicles and operating equipment. Our financing lease activities primarily consist of leases for operating equipment,
railcars and landfill assets. Leases with an initial term of 12 months or less, which are not expected to be renewed beyond
one year, are not recorded on the balance sheet and are recognized as lease expense on a straight-line basis over the lease
term. Most leases include one or more options to renew, with renewal terms generally ranging from one to 10 years. The
exercise of lease renewal options is generally at our sole discretion. We include the renewal term in the calculation of the
right-of-use asset and related lease liability when such renewals are reasonably certain of being exercised. Certain leases
also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited
by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain of
our lease agreements include rental payments based on usage, and other lease agreements include rental payments adjusted
periodically for inflation; these payments are treated as variable lease payments. Our lease agreements do not contain any
material residual value guarantees or material restrictive covenants.
When the implicit interest rate is not readily available for our leases, we discount future cash flows of the remaining
lease payments using the current interest rate that would be paid to borrow on collateralized debt over a similar term, or
incremental borrowing rate, at the commencement date.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
110
Supplemental balance sheet information for our leases as of December 31 is as follows (in millions):
Leases
Classification
2024
2023
Assets
Long-term:
Operating . . . . . . . . . . . . . . .
Other assets
$
996
$
453
Financing . . . . . . . . . . . . . . .
Property and equipment, net of accumulated
depreciation and depletion
457
393
Total lease assets . . . . . . .
$
1,453
$
846
Liabilities
Current:
Operating . . . . . . . . . . . . . . .
Accrued liabilities
$
162
$
66
Financing . . . . . . . . . . . . . . .
Current portion of long-term debt
73
53
Long-term:
Operating . . . . . . . . . . . . . . .
Other liabilities
878
452
Financing . . . . . . . . . . . . . . .
Long-term debt, less current portion
374
321
Total lease liabilities . . . .
$
1,487
$
892
Operating lease expense was $264 million, $189 million and $183 million during 2024, 2023 and 2022, respectively,
and is included in operating and selling, general and administrative expenses in our Consolidated Statements of Operations.
Financing lease expense was $73 million, $58 million and $55 million during 2024, 2023 and 2022, respectively, and is
included in depreciation, depletion and amortization expense and interest expense, net in our Consolidated Statements of
Operations.
Minimum contractual obligations for our leases (undiscounted) as of December 31, 2024 are as follows (in millions):
Operating
Financing
2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
207
$
83
2026 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
76
2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165
68
2028 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
146
58
2029 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
116
51
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
475
252
Total undiscounted lease payments . . . . . . . . . . . . . . . . . . . . .
$
1,296
$
588
Less: interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(256)
(141)
Discounted lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
1,040
$
447
As of December 31, 2024, we entered into operating leases, primarily for real estate that have not yet commenced and
therefore are not reflected in the table above, with future lease payments of $73 million. These leases commence through
2025 and have lease terms up to 16 years.
Cash paid during 2024 for our operating and financing leases was $103 million and $90 million, respectively. Cash
paid during 2023 for our operating and financing leases was $77 million and $60 million, respectively. During 2024,
right - of-use assets obtained in exchange for lease obligations for our operating and financing leases were $74 million and
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
111
$118 million, respectively. During 2023, right-of-use assets obtained in exchange for lease obligations for our operating
and financing leases were $62 million and $121 million, respectively.
As of December 31, 2024, the weighted average remaining lease terms of our operating and financing leases were
approximately 12 years and 11 years, respectively. The weighted average discount rates used to determine the lease
liabilities as of December 31, 2024 for our operating and financing leases were approximately 4.3% and 4.6%,
respectively.
8. Income Taxes
Income Tax Expense
Our income tax expense consisted of the following for the year ended December 31 (in millions):
2024
2023
2022
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
419 $
477 $
456
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
151
130
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
34
43
589
662
629
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
98
73
20
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
2
30
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7
8
(1)
124
83
49
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
713 $
745 $
678
The U.S. federal statutory income tax rate is reconciled to the effective income tax rate for the year ended
December 31 as follows:
2024
2023
2022
Income tax expense at U.S. federal statutory rate . . . . . . . . . . . . . . . . . . . . . . . .
21.00 %
21.00 %
21.00 %
State and local income taxes, net of federal income tax benefit . . . . . . . . . . . .
4.05
4.15
4.16
Adoption of new accounting standard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2.25
—
—
Federal tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6.63)
(3.23)
(2.81)
Taxing authority audit settlements and other tax adjustments . . . . . . . . . . . . . .
(0.95)
(0.02)
0.54
Tax impact of equity-based compensation transactions . . . . . . . . . . . . . . . . . . .
(0.61)
(0.35)
(0.45)
Tax impact of impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.42
1.87
0.02
Tax rate differential on foreign income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.29
0.21
0.27
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.80
1.03
0.51
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20.62 %
24.66 %
23.24 %
The comparability of our income tax expense for the reported periods has been primarily affected by (i) federal tax
credits; (ii) variations in our income before income taxes; (iii) impacts on adopting Accounting Standards Updates
(“ASU”) 2023-02 and (iv) the tax implications of impairments.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
112
For financial reporting purposes, income before income taxes by source for the year ended December 31 was as
follows (in millions):
2024
2023
2022
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,325 $
2,878 $
2,779
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
133
143
139
Income before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
3,458 $
3,021 $
2,918
Renewable Natural Gas — Through our subsidiaries, including our WM Renewable Energy segment, we have
invested in building landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and RNG.
We expect our new RNG facilities to qualify for federal tax credits and to realize those credits through 2027 under
Sections 48 and 45Z of the Internal Revenue Code. We completed construction of five RNG facilities in 2024 and one
RNG facility in 2023, resulting in a reduction to our income tax expense of $137 million and $8 million, respectively for
investment tax credits under Section 48.
Low-Income Housing — We have significant financial interests in entities established to invest in and manage low-
income housing properties. In October 2024, we acquired an additional noncontrolling interest in a limited liability
company established to invest in and manage low-income housing properties. Total consideration for this investment is
expected to be $426 million, comprised of a $316 million note payable, an initial cash payment of $33 million and
$77 million of interest payments expected to be paid over the life of the investment. At the time of the investment, we
increased our investments in unconsolidated entities in our Consolidated Balance Sheet by $349 million, representing the
principal balance of the note and the initial cash payment. We support the operations of these entities in exchange for a
pro - rata share of the tax credits they generate. The low-income housing investments qualify for federal tax credits that we
expect to realize through 2036 under Section 42 or Section 45D of the Internal Revenue Code.
As a result of adopting ASU 2023-02, we amortize our investments in these entities using the proportional
amortization method. Under the proportional amortization method, the equity investment is amortized in proportion to the
income tax credits and other income tax benefits received. The amortization expense and the income tax credits are
required to be presented on a net basis in income tax expense on the Consolidated Statements of Operations. Prior to fiscal
year 2024, we accounted for our investments in these entities using the equity method of accounting, recognizing our share
of each entity’s results of operations and other reductions in the value of our investments in equity in net income (losses)
of unconsolidated entities, within our Consolidated Statements of Operations.
During the year ended December 31, 2024, we recognized additional income tax expense of $78 million, related to
amortization under ASU 2023-02. For the years ended December 31, 2023 and 2022, we recognized net losses of
$66 million and $65 million, respectively, and a reduction in our income tax expense of $104 million, $108 million and
$99 million in 2024, 2023 and 2022, respectively, primarily due to federal tax credits realized from these investments as
well as the tax benefits from the pre-tax losses realized. In addition, during the years ended December 31, 2024, 2023 and
2022, we recognized interest expense of $24 million, $15 million and $14 million, respectively, associated with our
investments in low-income housing properties. See Note 18 for additional information related to these unconsolidated
variable interest entities.
Tax Implications of Impairments — During the years ended December 31, 2024 and 2023, we recognized additional
income tax expense of $14 million and $50 million, respectively, due to non-cash impairment charges that were not
deductible for tax purposes in the year of impairment. The non-cash impairment charge recognized during 2022 was
deductible for tax purposes. See Note 11 for more information related to our impairment charges.
Tax Audits — We participate in the IRS’s Compliance Assurance Process, which means we work with the IRS
throughout the year towards resolving any material issues prior to the filing of our annual tax return. Any unresolved issues
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
113
as of the tax return filing date are subject to routine examination procedures. In the fourth quarter of 2022, the Company
received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS. In response to the
notice, the Company made a deposit of approximately $103 million with the IRS. In the fourth quarter of 2024, the
Company filed a claim for refund of the entire amount deposited with the IRS. We expect to litigate any denial of the claim
for refund. As of December 31, 2024 and 2023, the IRS deposit, net of reserve for uncertain tax positions, was classified
as a component of other long-term assets in the Company’s Consolidated Balance Sheets.
In addition, we are in the examination phase of IRS audits for the 2023 and 2024 tax years and expect the audits to be
completed within the next 15 months. We are also currently undergoing audits by the Canada Revenue Agency for the
2021 tax year and various state and local jurisdictions for tax years that date back to 2014.
Deferred Tax Assets (Liabilities)
The components of net deferred tax liabilities as of December 31 are as follows (in millions):
2024
2023
Deferred tax assets:
Net operating loss, capital loss and tax credit carry-forwards . . . . . . . . . . . . . . . . . . . . . . .
$
159
$
137
Landfill and environmental remediation liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
162
195
Operating lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
276
128
Miscellaneous and other reserves, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
258
143
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
855
603
Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(199)
(181)
Deferred tax liabilities:
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,308)
(1,091)
Goodwill and other intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,895)
(1,046)
Operating lease right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(263)
(111)
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ (2,810)
$ (1,826)
These net deferred tax liabilities are included as a component of other long-term assets, accrued liabilities and deferred
income taxes in our Consolidated Balance Sheets. As of December 31, 2024, we had $123 million of international net
operating loss carry-forwards with expiration dates through 2041 and $2.0 billion of state net operating loss carry-forwards
with expiration dates through 2044. We also had $106 million of federal and foreign interest expense carry-forwards that
do not expire, $40 million of foreign tax credit carry-forwards with expiration dates through 2033 and $6 million of state
tax credit carry-forwards with expiration dates through 2034.
We have established valuation allowances for uncertainties in realizing the benefit of certain tax loss and credit
carry - forwards and other deferred tax assets. While we expect to realize the deferred tax assets, net of the valuation
allowances, changes in estimates of future taxable income or in tax laws may alter this expectation.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
114
Liabilities for Uncertain Tax Positions
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, including accrued interest,
is as follows (in millions):
2024
2023
2022
Balance as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
66 $
64 $
64
Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . .
4
6
5
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
2
1
Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
—
—
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(21)
—
—
Lapse of statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(10)
(6)
(6)
Balance as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
43 $
66 $
64
These liabilities are included as a component of other long-term liabilities or as an offset to other long-term assets in
our Consolidated Balance Sheets because the Company does not anticipate that settlement of the liabilities will require
payment of cash within the next 12 months. As of December 31, 2024, we had $36 million of net unrecognized tax benefits
that, if recognized in future periods, would impact our effective income tax rate.
We recognize interest expense related to unrecognized tax benefits in our income tax expense, which was not material
for the reported periods. We did not have any material accrued liabilities or expense for penalties related to unrecognized
tax benefits for the reported periods.
9. Employee Benefit Plans
Defined Contribution Plans — The Company sponsors a 401(k) retirement savings plan that covers employees, except
those working subject to collective bargaining agreements that do not provide for coverage under the plan. U.S. employees
who are not subject to such collective bargaining agreements are generally eligible to participate in the plan following a
90-day waiting period after hire and may contribute as much as 50% of their eligible annual compensation and 80% of
their annual incentive plan bonus, subject to annual contribution limitations established by the IRS. Under the 401(k)
retirement savings plan, for non-union employees, we match 100% of employee contributions on the first 3% of their
eligible annual compensation and 50% of employee contributions on the next 3% of their eligible annual compensation,
resulting in a maximum match of 4.5% of eligible annual compensation. Non-union employees are automatically enrolled
in the plan at a 3% contribution rate upon eligibility. Both employee and Company contributions are in cash and vest
immediately. In connection with our acquisition of Stericycle in November 2024, we acquired a domestic defined
contribution plan with attributes similar to our existing Waste Management 401(k) retirement savings plan.
Certain U.S. employees who are subject to collective bargaining agreements may participate in the 401(k) retirement
savings plan under terms specified in their collective bargaining agreement. Certain employees outside the U.S., including
those in Canada and across Europe, participate in defined contribution plans maintained by the Company in compliance
with laws of the appropriate jurisdiction. Charges to operating and selling, general and administrative expenses for our
defined contribution plans totaled $125 million, $118 million and $112 million for the years ended December 31, 2024,
2023 and 2022, respectively.
Defined Benefit Plans (other than multiemployer defined benefit pension plans discussed below) — WM Holdings
sponsors a defined benefit plan for certain employees who are subject to collective bargaining agreements that provide for
participation in this plan. Further, certain of our Canadian subsidiaries sponsor defined benefit plans that are frozen to new
participants. As of December 31, 2024, the combined benefit obligation of these pension plans was $115 million supported
by $117 million of combined plan assets, resulting in an aggregate plan asset for these plans of $2 million. As of
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
115
December 31, 2023, the combined benefit obligation of these pension plans was $119 million supported by $118 million
of combined plan assets, resulting in an aggregate unfunded benefit obligation for these plans of $1 million.
In addition, WM Holdings and certain of its subsidiaries provided post-retirement health care and other benefits to
eligible retirees. In conjunction with our acquisition of WM Holdings in July 1998, we limited participation in these plans
to participating retirees as of December 31, 1998. The unfunded benefit obligation for these plans was $7 million and
$7 million as of December 31, 2024 and 2023, respectively.
Our assets and accrued benefit liabilities for our defined benefit pension and other post-retirement plans are included
as components of long-term other assets, accrued liabilities and long-term other liabilities in our Consolidated Balance
Sheets.
Multiemployer Defined Benefit Pension Plans — We are a participating employer in a number of trustee-managed
multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for employees who are covered by
collective bargaining agreements. The risks of participating in these Multiemployer Pension Plans are different from
single-employer plans in that (i) assets contributed to the Multiemployer Pension Plan by one employer may be used to
provide benefits to employees or former employees of other participating employers; (ii) if a participating employer stops
contributing to the plan, the unfunded obligations of the plan may be required to be assumed by the remaining participating
employers and (iii) if we choose to stop participating in any of our Multiemployer Pension Plans, we may be required to
pay those plans a withdrawal amount based on the underfunded status of the plan. The following table outlines our
participation in Multiemployer Pension Plans considered to be individually significant (dollars in millions):
Expiration Date
EIN/
Pension Protection Act
Company
of Collective
Pension Plan
Reported Status(a)
FIP/RP
Contributions
Bargaining
Pension Fund
Number
2024
2023
Status(b)(c)
2024
2023
2022
Agreement(s)
Automotive Industries Pension Plan . . . . . . . . . EIN: 94-
1133245;
Plan Number:
001
Critical and
Declining
Critical and
Declining
Implemented $
1 $
1 $
1
6/30/2025
Midwest Operating Engineers Pension Trust
Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EIN: 36-
6140097;
Plan Number:
001
Not
Endangered
or Critical
as of
3/31/2024
Not
Endangered
or Critical
as of
3/31/2023
Implemented
3
2
2
Various dates
through
9/30/2026
Suburban Teamsters of Northern Illinois Pension
Plan (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EIN: 36-
6155778;
Plan Number:
001
Not
Endangered
or Critical
Not
Endangered
or Critical
Implemented
4
4
4
Various dates
through
3/31/2028
Western Conference of Teamsters Pension Plan . EIN: 91-
6145047;
Plan Number:
001
Not
Endangered
or Critical
Not
Endangered
or Critical
Not
Applicable
47
41
37
Various dates
through
12/31/2029
Pension Plan Private Sanitation Union, Local 813
IBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
EIN: 13-
1975659;
Plan Number:
001
Red and
Critical
Red and
Critical
Implemented
1
—
—
Various dates
$
56 $
48 $
44
Contributions to other Multiemployer Pension
Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
18
17
Total contributions to Multiemployer Pension
Plans (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
73
$
66
$
61
(a) Unless otherwise noted in the table above, the most recent Pension Protection Act zone status available in 2024 and
2023 is for the plan’s year-end as of December 31, 2023 and 2022, respectively. The zone status is based on
information that we received from the plan and is certified by the plan’s actuary. As defined in the Pension Protection
Act of 2006, among other factors, plans reported as critical are generally less than 65% funded and plans reported as
endangered are generally less than 80% funded. Under the Multiemployer Pension Reform Act of 2014, a plan is
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
116
generally in critical and declining status if it (i) is certified to be in critical status pursuant to the Pension Protection
Act of 2006 and (ii) is projected to be insolvent within the next 15 years or, in certain circumstances, 20 years.
(b) The “FIP/RP Status” column indicates plans for which a Funding Improvement Plan (“FIP”) or a Rehabilitation Plan
(“RP”) has been implemented.
(c) A Multiemployer 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 FIP or RP.
(d) Of the Multiemployer Pension Plans considered to be individually significant, the Company was listed in the
Form 5500 of the Suburban Teamsters of Northern Illinois Pension Plan as providing more than 5% of the total
contributions for plan years ending December 31, 2024 and 2023.
(e) Total contributions to Multiemployer Pension Plans exclude contributions related to withdrawal liabilities, if any.
Our portion of the projected benefit obligation, plan assets and unfunded liability for the Multiemployer Pension Plans
is not material to our financial position. However, the failure of participating employers to remain solvent could affect our
portion of the plans’ unfunded liability. Specific benefit levels provided by union pension plans are not negotiated with or
known by the employer contributors.
In connection with our ongoing renegotiations of various collective bargaining agreements, we may discuss and
negotiate for the complete or partial withdrawal from one or more of these pension plans. Further, business events, such
as the discontinuation or nonrenewal of a customer contract, the decertification of a union, or relocation, reduction or
discontinuance of certain operations, which result in the decline of Company contributions to a Multiemployer Pension
Plan could trigger a partial or complete withdrawal. In the event of a withdrawal, we may incur expenses associated with
our obligations for unfunded vested benefits at the time of the withdrawal. Refer to Note 10 for additional information
related to our obligations to Multiemployer Pension Plans.
Multiemployer Plan Benefits Other Than Pensions — During the years ended December 31, 2024, 2023 and 2022, the
Company made contributions of $62 million, $56 million and $49 million, respectively, to multiemployer health and
welfare plans that also provide other post-retirement employee benefits. Funding of benefit payments for plan participants
are made at negotiated rates in the respective collective bargaining agreements as costs are incurred.
10. Commitments and Contingencies
Financial Instruments — We have obtained letters of credit, surety bonds and insurance policies and have established
trust funds and issued financial guarantees to support tax-exempt bonds, contracts, performance of landfill final capping,
closure and post-closure requirements, environmental remediation and other obligations. Letters of credit generally are
supported by our $3.5 billion revolving credit facility and other credit lines established for that purpose. These facilities
are discussed further in Note 6. Surety bonds and insurance policies are supported by (i) a diverse group of third - party
surety and insurance companies; (ii) an entity in which we have a noncontrolling financial interest or (iii) a wholly-owned
insurance captive, the sole business of which is to issue surety bonds and/or insurance policies on our behalf.
Management does not expect that any claims against or draws on these instruments would have a material adverse
effect on our financial condition, results of operations or cash flows. We have not experienced any unmanageable difficulty
in obtaining the required financial assurance instruments for our current operations. In an ongoing effort to mitigate risks
of future cost increases and reductions in available capacity, we continue to evaluate various options to access cost effective
sources of financial assurance.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
117
Insurance — We carry insurance coverage for protection of our assets and operations from certain risks including
general liability, automobile liability, workers’ compensation, real and personal property, directors’ and officers’ liability,
pollution legal liability, cyber incident liability and other coverages we believe are customary to the industry. Our exposure
to loss for insurance claims is generally limited to the per-incident deductible under the related insurance policy and any
amounts that exceed our insured limits. Our exposure could increase if our insurers are unable to meet their commitments
on a timely basis.
We have retained a significant portion of the risks related to our general liability, automobile liability and workers’
compensation claims programs. “General liability” refers to the self-insured portion of specific third - party claims made
against us that may be covered under our commercial general liability insurance policy. For our self - insured portions, the
exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial
valuation or internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development
significantly differ from such valuations and estimates. We use a wholly-owned insurance captive to insure the deductibles
for our general liability, automobile liability and workers’ compensation claims programs. Our receivable balance
associated with insurance claims was $111 million and $127 million as of December 31, 2024 and 2023 respectively. The
changes to our insurance reserves for the year ended December 31 are summarized below (in millions):
2024(a)
2023
Balance as of January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
712
$
729
Self-insurance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
243
201
Cash paid and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(231)
(218)
Assumed liabilities from acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74
—
Balance as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
798
$
712
Current portion as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
211
$
175
Long-term portion as of December 31 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
587
$
537
(a) Based on current estimates, we anticipate that most of our insurance reserves will be settled in cash over the next six
years.
We do not expect the impact of any known casualty, property, environmental or other contingency to have a material
impact on our financial condition, results of operations or cash flows.
Unconditional Purchase Obligations — Our unconditional purchase obligations are generally established in the
ordinary course of our business and are structured in a manner that provides us with access to important resources at
competitive, market-driven rates and consist primarily of the following:
•
Disposal — We have several agreements expiring at various dates through 2052 that require us to dispose of a
minimum number of tons at third-party disposal facilities. Under these put-or-pay agreements, we are required to
pay for the agreed upon minimum volumes regardless of the actual number of tons placed at the facilities. We
generally fulfill our minimum contractual obligations by disposing of volumes collected in the ordinary course
of business at these disposal facilities.
•
Other — We are party to certain multi-year service agreements, including various contracts to support our
WM Renewable Energy segment, such as interconnection agreements, expiring at various dates through 2046
requiring minimum annual payments.
As of December 31, 2024, our estimated minimum obligations associated with unconditional purchase obligations
were $274 million in 2025, $270 million in 2026, $142 million in 2027, $96 million in 2028, $68 million in 2029 and
$556 million thereafter. We may also establish unconditional purchase obligations in conjunction with acquisitions or
divestitures. Our future minimum obligations under these outstanding purchase agreements are generally quantity driven
and, as a result, our associated financial obligations are not fixed as of December 31, 2024. For contracts that require us
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
118
to purchase minimum quantities of goods or services, we have estimated our future minimum obligations based on the
current market values of the underlying products or services or contractually stated amounts. We currently expect the
products and services provided by these agreements to continue to meet the needs of our ongoing operations. Therefore,
we do not expect these established arrangements to materially impact our future financial condition, results of operations
or cash flows.
Other Commitments
•
Royalties — We have various arrangements that require us to make royalty payments to third parties including
prior landowners, lessors or host communities where our operations are located. Our obligations generally are
based on per ton rates for waste actually received at our transfer stations or landfills. Royalty agreements that are
non-cancelable and require fixed or minimum payments are included in our financing leases and other debt
obligations in our Consolidated Balance Sheets as disclosed in Note 6. Additionally, our Collection and Disposal
and Corporate and Other businesses earn royalties from our WM Renewable Energy segment related to the
transfer of landfill gas to our WM Renewable Energy segment from our active and closed landfills. All royalties
between our WM Renewable Energy segment and Collection and Disposal and Corporate and Other businesses
are eliminated in consolidation.
Guarantees — We have entered into the following guarantee agreements associated with our operations:
•
As of December 31, 2024, WM Holdings has fully and unconditionally guaranteed all of WMI’s senior
indebtedness, including its senior notes which mature through 2054, $3.5 billion revolving credit facility and
certain letter of credit lines. WMI has fully and unconditionally guaranteed the senior indebtedness of WM
Holdings, which matures in 2026. Performance under these guarantee agreements would be required if either
party defaulted on their respective obligations. No additional liabilities have been recorded for these intercompany
guarantees because all of the underlying obligations are reflected in our Consolidated Balance Sheets.
•
WMI and WM Holdings have guaranteed subsidiary debt obligations, including tax-exempt bonds, financing
leases and other indebtedness. If a subsidiary fails to meet its obligations associated with its debt agreements as
they come due, WMI or WM Holdings will be required to perform under the related guarantee agreement.
No additional liabilities have been recorded for these intercompany guarantees because all of the underlying
obligations are reflected in our Consolidated Balance Sheets. See Note 6 for information related to the balances
and maturities of these debt obligations.
•
Certain of our subsidiaries have guaranteed the market or contractually-determined value of certain homeowners’
properties that are adjacent to or near certain of our landfills. These guarantee agreements extend over the life of
the respective landfill. Under these agreements, we would be responsible for the difference, if any, between the
sale value and the guaranteed market or contractually-determined value of the homeowners’ properties. As of
December 31, 2024, we have agreements guaranteeing certain market value losses for certain properties adjacent
to or near 18 of our landfills. Any liability associated with the triggering of the home value guarantee has been
reflected in our Consolidated Balance Sheets. We do not believe that the remaining contingent obligations will
have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
•
We have indemnified the purchasers of businesses or divested assets for the occurrence of specified events under
certain of our divestiture agreements. Other than certain identified items that are currently recorded as obligations,
we do not believe that it is possible to determine the contingent obligations associated with these indemnities.
Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be
paid to the sellers if established financial targets or other market conditions are achieved post-closing and we
have recognized liabilities for these contingent obligations based on an estimate of the fair value of these
contingencies at the time of acquisition. We do not currently believe that contingent obligations to provide
indemnification or pay additional post-closing consideration in connection with our divestitures or acquisitions
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
119
will have a material adverse effect on the Company’s business, financial condition, results of operations or cash
flows.
•
WMI and WM Holdings guarantee the service, lease, financial and general operating obligations of certain of
their subsidiaries. If such a subsidiary fails to meet its contractual obligations as they come due, the guarantor has
an unconditional obligation to perform on its behalf. No additional liability has been recorded for service,
financial or general operating guarantees because the subsidiaries’ obligations are properly accounted for as costs
of operations as services are provided or general operating obligations as incurred. No additional liability has
been recorded for the lease guarantees because the subsidiaries’ obligations are properly accounted for as
operating or financing leases, as appropriate.
Environmental Matters — A significant portion of our operating costs and capital expenditures could be characterized
as costs of environmental protection. The nature of our operations, particularly with respect to the construction, operation
and maintenance of our landfills, subjects us to an array of laws and regulations relating to the protection of the
environment. Under current laws and regulations, we may have liabilities for environmental damage caused by our
operations, or for damage caused by conditions that existed before we acquired a site. In addition to remediation activity
required by state or local authorities, such liabilities include PRP investigations. The costs associated with these liabilities
can include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly
associated with site investigation and clean-up.
As of December 31, 2024, we have been notified by the government that we are a PRP in connection with 74 locations
listed on EPA Superfund National Priorities List (“NPL”). Of the 74 sites at which claims have been made against us, 14
are sites we own. Each of the NPL sites we own was initially developed by others as a landfill disposal facility. At each
of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems,
and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are
working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties
at or near the time that we make the remedial expenditures. The other 60 NPL sites, which we do not own, are at various
procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, known as CERCLA or Superfund.
The majority of proceedings involving NPL sites that we do not own are based on allegations that certain of our
subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these
subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at
the sites. Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation
and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which
costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of
the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental
decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites,
where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future
costs are uncertain.
In 2018, both of McGinnes Industrial Maintenance Corporation (“MIMC”), a subsidiary of Waste Management of
Texas, Inc., and International Paper Company (“IPC”) entered into an Administrative Order on Consent with the EPA as
PRPs to develop a remedial design for the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. We
recorded a liability for MIMC’s estimated potential share of the EPA’s proposed remedy and related costs, although
allocation of responsibility among the PRPs for the proposed remedy has not been established. MIMC and IPC have
continued to work on a remedial design to support the EPA’s proposed remedy; however, in the first quarter of 2024, the
EPA publicly issued a letter alleging that the remedial design had serious deficiencies. MIMC and IPC engaged with the
EPA throughout the year, and in November 2024, MIMC and IPC publicly issued a proposed revised full remedial design
to address the EPA’s comments. Due to increases in the estimated costs of the remedy to address the EPA’s comments, in
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
120
the fourth quarter of 2024 we recorded an additional $13 million liability for MIMC’s estimated potential share of such
costs. As a result, the recorded liability as of December 31, 2024 and 2023, was approximately $97 million and
$85 million, respectively. MIMC’s ultimate liability could be materially different from current estimates, including
potential increases resulting from MIMC’s continued engagement with the EPA regarding a final remedial design for the
site. Refer to Notes 2 and 11 for additional information regarding the measurement of certain environmental liabilities.
Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental
authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe
that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, below a stated
threshold. In accordance with this SEC regulation, the Company uses a threshold of $1 million for purposes of determining
whether disclosure of any such environmental proceedings is required. Other than the matter discussed below involving
Stericycle’s divested Domestic Environmental Solutions business, as of the date of this filing, we are not aware of any
matters that are required to be disclosed pursuant to this standard.
From time to time, we are also named as defendants in personal injury and property damage lawsuits, including
purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to
have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation
activities at sites. Some of the lawsuits may seek to have us pay the costs of monitoring of allegedly affected sites and
health care examinations of allegedly affected persons for a substantial period of time even where no actual damage is
proven. While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially
uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have
occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the
individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other
third parties, among other factors. Additionally, we often enter into agreements with landowners imposing obligations on
us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements. Compliance
with these agreements inherently involves subjective determinations and may result in disputes, including litigation.
Litigation — We are subject to various proceedings, lawsuits, disputes and claims arising in the ordinary course of
our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions that
have been filed against us, and that may be filed against us in the future, include personal injury, property damage,
commercial, customer, and employment-related claims, including purported state and national class action lawsuits related
to: alleged environmental contamination, including releases of hazardous material and odors; sales and marketing
practices, customer service agreements and prices and fees; and federal and state wage and hour and other laws. The
plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural
stages, and some are covered, in part, by insurance. We currently do not believe that the eventual outcome of any such
actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash
flows.
On November 4, 2024, the Company acquired Stericycle. At the time of the acquisition, Stericycle was subject to the
following legal matters, which are now legal matters of our wholly-owned subsidiary.
Stericycle entered into a deferred prosecution agreement (“DPA”) with the U.S. Department of Justice (“DOJ”) and
a cease-and-desist order with the SEC in 2022 relating to Stericycle’s compliance with the U.S. Foreign Corrupt
Practices Act and other anti-corruption laws with respect to now-divested operations in Latin America. The DPA and
cease-and-desist order required Stericycle to engage an independent compliance monitor for two years, which
Stericycle satisfied. Additionally, the DPA requires Stericycle to self-report any potential violations of the anti-
corruption laws through November 2025. If Stericycle remains in compliance with the DPA during the remainder of
the term, deferred charges against Stericycle will be dismissed with prejudice. We do not expect this matter to have
any material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
121
Stericycle has been cooperating with an investigation by the office of the U.S. Attorney for the Southern District of
New York (“SDNY”) and the EPA into Stericycle’s historical compliance with federal environmental statutes,
including the Resource Conservation and Recovery Act, in connection with the collection, transportation and disposal
of hazardous waste by Stericycle’s Domestic Environmental Solutions business unit that was divested in 2020.
Stericycle previously disclosed that it made an accrual in respect of this matter of approximately $10 million. In
January 2025, the parties agreed on settlement terms for this matter, which are within Stericycle’s prior accrual. On
January 17, 2025, the U.S. Attorney filed a complaint in the U.S. District Court for the SDNY, and on the same day,
announced the settlement agreement with Stericycle that will resolve this matter upon court approval. The settlement
will not have a material adverse effect on the Company’s business, financial condition, results of operations or cash
flows.
On February 11, 2020, Stericycle received an administrative subpoena from the U.S. Drug Enforcement
Administration (“DEA”), which executed a search warrant at a facility in Rancho Cordova, California and an
administrative inspection warrant at a facility in Indianapolis, Indiana for materials related to Stericycle’s now-
divested Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances
from retail customers (the “ESOL Retail Controlled Substances Business”). On that same day, agents from the
California Department of Toxic Substances Control executed a separate search warrant at the Rancho Cordova facility.
Since that time, the U.S. Attorney’s Office for the Eastern District of California (“USAO EDCA”) has been overseeing
criminal and civil investigations of the ESOL Retail Controlled Substances Business. The USAO EDCA informed
Stericycle that the investigations relate to Stericycle’s operation and sale of its ESOL Retail Controlled Substances
Business that was divested in 2020 and has asserted that Stericycle and some of Stericycle’s current or former
employees may have civil and criminal liability under the Controlled Substances Act and other federal statutes related
to that business. Stericycle has been cooperating with the ongoing investigations, which are limited to the period of
Stericycle’s historical operation and ownership of the ESOL Retail Controlled Substances Business from 2015 through
2020. While the ultimate disposition of this matter remains uncertain, we do not currently believe that it will have a
material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
In June 2022, we and certain of our officers were named as defendants in a complaint alleging violation of the federal
securities laws and seeking certification as a class action in the U.S. District Court for the Southern District of New York.
A lead plaintiff has been appointed and an amended complaint was filed in January 2023. The amended complaint seeks
damages on behalf of a putative class of secondary market purchasers of our senior notes with a special mandatory
redemption feature issued in May 2019, asserting claims under the Securities Exchange Act based on alleged
misrepresentations and omissions concerning the time for completion of our acquisition of Advanced Disposal. Our motion
to dismiss is pending and we will vigorously defend against this pending suit. We believe any potential recovery by the
plaintiffs, in excess of applicable deductibles, will be covered by insurance, and we do not believe that the eventual
outcome of this suit will have a material adverse effect on the Company’s business, financial condition, results of
operations or cash flows.
WMI’s charter and bylaws provide that WMI shall indemnify against all liabilities and expenses, and upon request
shall advance expenses to any person, who is subject to a pending or threatened proceeding because such person is or was
a director or officer of the Company. Such indemnification is required to the maximum extent permitted under Delaware
law. Accordingly, the director or officer must execute an undertaking to reimburse the Company for any fees advanced if
it is later determined that the director or officer was not permitted to have such fees advanced under Delaware law.
Additionally, the Company has direct contractual obligations to provide indemnification to each of the members of WMI’s
Board of Directors and each of WMI’s executive officers. The Company may incur substantial expenses in connection
with the fulfillment of its advancement of costs and indemnification obligations in connection with actions or proceedings
that may be brought against its former or current officers, directors and employees.
Multiemployer Defined Benefit Pension Plans — About 20% of our workforce is covered by collective bargaining
agreements with various local unions across the U.S. and Canada, and certain parts of Europe. As a result of some of these
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
122
agreements, certain of our subsidiaries are participating employers in a number of Multiemployer Pension Plans for the
covered employees. Refer to Note 9 for additional information about our participation in Multiemployer Pension Plans
considered individually significant. In connection with our ongoing renegotiation of various collective bargaining
agreements, we may discuss and negotiate for the complete or partial withdrawal from one or more of these Multiemployer
Pension Plans. A complete or partial withdrawal from a Multiemployer Pension Plan may also occur if employees covered
by a collective bargaining agreement vote to decertify a union from continuing to represent them. Any other circumstance
resulting in a decline in Company contributions to a Multiemployer Pension Plan through a reduction in the labor force,
whether through attrition over time or through a business event (such as the discontinuation or nonrenewal of a customer
contract, the decertification of a union, or relocation, reduction or discontinuance of certain operations) may also trigger a
complete or partial withdrawal from one or more of these pension plans.
We do not believe that any future liability relating to our past or current participation in, or withdrawals from, the
Multiemployer Pension Plans to which we contribute will have a material adverse effect on our business, financial
condition or liquidity. However, liability for future withdrawals could have a material adverse effect on our results of
operations or cash flows for a particular reporting period, depending on the number of employees withdrawn and the
financial condition of the Multiemployer Pension Plan(s) at the time of such withdrawal(s).
Tax Matters — We maintain a liability for uncertain tax positions, the balance of which management believes is
adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse effect
on our financial condition, results of operations or cash flows. We participate in the IRS’s Compliance Assurance Process,
which means we work with the IRS throughout the year towards resolving any material issues prior to the filing of our
annual tax return. Any unresolved issues as of the tax return filing date are subject to routine examination procedures. In
the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining
disagreement with the IRS. In response to the notice, the Company made a deposit of approximately $103 million with the
IRS. In the fourth quarter of 2024, the Company filed a claim for refund of the entire amount deposited with the IRS. We
expect to litigate any denial of the claim for refund. As of December 31, 2024 and 2023, the IRS deposit, net of reserve
for uncertain tax positions, was classified as a component of other long-term assets in the Company’s Consolidated Balance
Sheets.
11. Asset Impairments and Unusual Items
(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net
The following table summarizes the major components of (gain) loss from divestitures, asset impairments and unusual
items, net for the year ended December 31 (in millions):
2024
2023
2022
Gain from divestitures, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(26) $
— $
(5)
Asset impairments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
275
50
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
18
(32)
17
$
82 $
243 $
62
During the year ended December 31, 2024, we recognized $82 million of net charges primarily consisting of (i) a $54
million charge required to increase the estimated fair value of a liability associated with the expected disposition of an
investment the Company holds in a waste diversion technology business within Corporate and Other; (ii) a $14 million
loss associated with the divestiture of a minority investment in a medical waste company within Corporate and Other, in
connection with our acquisition of Stericycle and (iii) a $13 million charge pertaining to reserves for loss contingencies in
our Corporate and Other to adjust an indirect wholly-owned subsidiary’s estimated potential share of the liability for a
proposed environmental remediation plan at a closed site, as discussed in Note 10.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
123
During the year ended December 31, 2023, we recognized $243 million of net charges primarily consisting of (i) a
$168 million goodwill impairment charge within our Recycling Processing and Sales segment related to a business
engaged in accelerating film and plastic wrap recycling capabilities, with $22 million attributable to noncontrolling
interests. This charge was partially offset by the recognition of $46 million of income related to the reversal of a liability
for contingent consideration associated with our investment in such business; (ii) $107 million of impairment charges
within Corporate and Other for certain investments in waste diversion technology businesses and (iii) a $17 million charge
within Corporate and Other to adjust an indirect wholly owned subsidiary’s estimated potential share of the liability for a
proposed environmental remediation plan at a closed site. Refer to Notes 5 and 10 for further information.
During the year ended December 31, 2022, we recognized $62 million of net charges consisting of (i) $50 million of
asset impairment charges primarily related to management’s decision to close two landfills within our East Tier and (ii) a
$17 million charge pertaining to reserves for loss contingencies within Corporate and Other to adjust an indirect wholly
owned subsidiary’s estimated potential share of the liability for a proposed environmental remediation plan at a closed
site, as discussed in Note 10. These losses were partially offset by a $5 million gain from the divestiture of a collection
and disposal business in our West Tier.
See Note 2 for additional information related to the accounting policy and analysis involved in identifying and
calculating impairments. See Note 19 for additional information related to the impact of impairments on the results of
operations of our reportable segments.
Equity in Net Income (Losses) of Unconsolidated Entities
These financial statement impacts are largely related to our noncontrolling interests in entities established to invest in
and manage low-income housing properties. In 2024, we adopted ASU 2023-02, and, as a result, beginning in 2024, the
amortization of these investments is recognized as a component of income tax expense. We generate tax benefits, including
tax credits, from the losses incurred from these investments. The losses more than offset by the tax benefits generated by
these investments as further discussed in Note 8. Refer to Notes 8 and 18 for additional information related to these
investments. Refer to (Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net above for more
information on the impairment of an equity method investment.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
124
12. Accumulated Other Comprehensive Income (Loss)
The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, which
is included as a component of WMI stockholders’ equity, are as follows (in millions, with amounts in parentheses
representing decreases to accumulated other comprehensive income):
Foreign
Post-
Available-
Currency
Retirement
Derivative
for-Sale
Translation
Benefit
Instruments Securities(a) Adjustments Obligations
Total
Balance, December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . $
— $
43 $
(29) $
3 $
17
Other comprehensive income (loss) before
reclassifications, net of tax expense (benefit) of $0, $(8),
$0 and $0, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(24)
(65)
1
(88)
Amounts reclassified from accumulated other
comprehensive (income) loss, net of tax (expense)
benefit of $1, $0, $0 and $0, respectively . . . . . . . . . . . . .
3
—
—
(1)
2
Net current period other comprehensive income (loss) . . . .
3
(24)
(65)
—
(86)
Balance, December 31, 2022 . . . . . . . . . . . . . . . . . . . . . . . . . $
3 $
19 $
(94) $
3 $ (69)
Other comprehensive income (loss) before
reclassifications, net of tax expense (benefit) of $5, $(4),
$0 and $2, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
(11)
26
4
35
Amounts reclassified from accumulated other
comprehensive (income) loss, net of tax (expense)
benefit of $(1), $0, $0 and $0, respectively . . . . . . . . . . .
(2)
—
—
(1)
(3)
Net current period other comprehensive income (loss) . . . .
14
(11)
26
3
32
Balance, December 31, 2023 . . . . . . . . . . . . . . . . . . . . . . . . . $
17 $
8 $
(68) $
6 $ (37)
Other comprehensive income (loss) before
reclassifications, net of tax expense (benefit) of $10, $3,
$0 and $0, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
7
(111)
(1)
(75)
Amounts reclassified from accumulated other
comprehensive (income) loss, net of tax (expense)
benefit of $1, $0, $0 and $0, respectively . . . . . . . . . . . . .
(3)
—
—
—
(3)
Net current period other comprehensive income (loss) . . . .
27
7
(111)
(1)
(78)
Balance, December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . $
44 $
15 $
(179) $
5 $ (115)
(a) In 2023, we recognized a $23 million unrealized loss, net of a deferred tax benefit of $8 million, associated with our
investment in redeemable preferred stock due to the estimated fair value being less than the remaining carrying value.
13. Capital Stock, Dividends and Common Stock Repurchase Program
Capital Stock
We have 1.5 billion shares of authorized common stock with a par value of $0.01 per common share. As of
December 31, 2024, we had 401.5 million shares of common stock issued and outstanding. The Board of Directors is
authorized to issue preferred stock in series, and with respect to each series, to fix its designation, relative rights (including
voting, dividend, conversion, sinking fund, and redemption rights), preferences (including dividends and liquidation) and
limitations. We have 10 million shares of authorized preferred stock, $0.01 par value, none of which is currently
outstanding.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
125
Dividends
Our quarterly dividends have been declared by our Board of Directors. Cash dividends declared and paid were
$1,210 million in 2024, or $3.00 per common share, $1,136 million in 2023, or $2.80 per common share, and
$1,077 million in 2022, or $2.60 per common share.
In December 2024, we announced that our Board of Directors expects to increase the quarterly dividend from $0.75 to
$0.825 per share for dividends declared in 2025. However, all future dividend declarations are at the discretion of our
Board of Directors and depend on various factors, including our net earnings, financial condition, cash required for future
business plans, growth and acquisitions and other factors the Board of Directors may deem relevant.
Common Stock Repurchase Program
The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board
of Directors. Share repurchases are a part of our long-term strategy and incorporated into our overall capital allocation
plan to enhance our Company’s performance, in conjunction with our other uses of capital, and to return value to
stockholders in a tax-efficient manner. Share repurchases during the reported periods were completed through accelerated
share repurchase (“ASR”) agreements and, to a lesser extent, open market transactions. The terms of these ASR agreements
required that we deliver cash at the beginning of each ASR repurchase period. In exchange, we received a portion of the
total shares expected to be repurchased based on the then-current market price of our common stock. The remaining shares
repurchased over the course of each repurchase period are delivered to us once the repurchase period is complete. In the
table below, shares repurchased are measured and reported based on the period shares are delivered to us, which can differ
from the period cash is delivered to a repurchase agent for the value of such shares. The following is a summary of our
share repurchases under our common stock repurchase program for the year ended December 31:
2024(a)
2023(b)
2022(c)
Shares repurchased (in thousands) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,494
7,840
9,796
Weighted average price per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 196.95 $ 158.47 $ 160.26
Total repurchases (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
262 $
1,242 $
1,570
(a) We executed and completed one ASR agreement during 2024 to repurchase $250 million of our common stock and
received 1.2 million shares in connection with this ASR agreement. In February 2024, we also received 0.2 million
shares pursuant to our October 2023 ASR agreement based on a final weighted average price of $175.29.
We also repurchased an additional 0.1 million shares of our common stock in open market transactions in compliance
with Rule 10b5-1 and Rule 10b 18 of the Securities Exchange Act of 1934 (“Exchange Act”) for $12 million, inclusive
of per-share commission.
(b) We executed and completed three ASR agreements during 2023 to repurchase $950 million of our common stock and
received 6.0 million shares in connection with these ASR agreements. Additionally, in October 2023, we executed an
ASR agreement to repurchase $300 million of our common stock. At the beginning of the repurchase period, we
delivered $300 million in cash and received 1.5 million shares based on a stock price of $161.38. The ASR agreement
completed in February 2024, at which time we received 0.2 million additional shares based on a final weighted average
price of $175.29.
We also repurchased an additional 0.3 million shares of our common stock in open market transactions in
compliance with Rule 10b5-1 and Rule 10b 18 of the Securities Exchange Act of 1934 (“Exchange Act”) for
$52 million, inclusive of per-share commissions.
The IRA, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value
of certain stock repurchases made after December 31, 2022. We reflected the applicable excise tax in treasury stock
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
126
as part of the cost basis of the stock repurchased. The above discussion of our common stock repurchases in 2023 is
excluding the 1% excise tax.
(c) We executed and completed four ASR agreements during 2022 to repurchase $1.417 billion of our common stock and
received 8.8 million shares in connection with these ASR agreements. We also repurchased an additional 0.6 million
shares of our common stock in open market transactions in compliance with Rule 10b5-1 and Rule 10b 18 of the
Exchange Act for $83 million, inclusive of per-share commissions. Shares repurchased in 2022 include 0.4 million
shares of our common stock for $70 million pursuant to our December 2021 ASR agreement that completed in
January 2022.
As a result of the Stericycle acquisition, the Company has temporarily suspended share repurchases. We expect to
resume share repurchase once the Company’s leverage returns to targeted levels, which is currently projected to be about
18 months after the November 2024 acquisition of Stericycle.
14. Equity-Based Compensation
Employee Stock Purchase Plan
We have an Employee Stock Purchase Plan (“ESPP”) under which employees that have been employed for at least
30 days may purchase shares of our common stock at a discount. The plan provides for two offering periods for purchases:
January through June and July through December. At the end of each offering period, enrolled employees purchase shares
of our common stock at a price equal to 85% of the market value on the last day of the applicable offering period. The
purchases are made at the end of an offering period with funds accumulated through payroll deductions over the course of
the offering period. Subject to limitations set forth in the plan and under IRS regulations, eligible employees may elect to
have up to 10% of their base pay deducted during the offering period. The total number of shares issued under the plan for
the offering periods in 2024, 2023 and 2022 was approximately 408,000, 473,000 and 455,000, respectively. After the
January 2025 issuance of shares associated with the July to December 2024 offering period, 1.4 million shares remain
available for issuance under the ESPP.
As a result of our ESPP, annual compensation expense increased by $11 million, or $8 million net of tax expense, for
2024, $14 million, or $11 million net of tax expense, for 2023 and $13 million, or $10 million net of tax expense, for 2022.
Employee Stock Incentive Plans
In May 2023, our stockholders approved our 2023 Stock Incentive Plan (the “2023 Plan”) to replace our 2014 Stock
Incentive Plan (the “2014 Plan”). Upon approval of the 2023 Plan, no further awards could be granted under the 2014
Plan, and the 15.2 million shares of our common stock that were previously available for issuance under the 2014 Plan
became available for issuance under the 2023 Plan, in addition to any shares of our common stock that were subject to
outstanding awards under the 2014 Plan that subsequently cease to be subject to such awards as a result of the forfeiture,
cancellation or termination. We did not request that our stockholders approve any shares in addition to the shares that roll
over from the 2014 Plan for issuance pursuant to the 2023 Plan. As of December 31, 2024, approximately 13.5 million
shares were available for future grants under the 2023 Plan. Our equity - based compensation awards described herein have
been made pursuant to our 2023 Plan or our 2014 Plan (collectively, the “Incentive Plans”). We currently utilize treasury
shares to meet the needs of our equity - based compensation programs.
Pursuant to the 2023 Plan, we can issue cash awards, stock options, stock appreciation rights, phantom stock and stock
awards, including restricted stock, restricted stock units (“RSUs”) and performance share units (“PSUs”). The terms and
conditions of equity awards granted under the Incentive Plans are determined by the Management Development and
Compensation Committee of our Board of Directors.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
127
The 2024 annual stock incentive plan awards granted to the Company’s senior leadership team, which generally
includes the Company’s executive officers, included a combination of PSUs and stock options. Awards granted to other
eligible employees under the Incentive Plans included a combination of PSUs, RSUs and stock options in 2024. The
Company also periodically grants RSUs to employees working on key initiatives, in connection with new hires and
promotions and to field and corporate managers.
Upon our acquisition of Stericycle on November 4, 2024, each outstanding award of Stericycle RSUs and PSUs held
by an employee of Stericycle that continued their employment with us was assumed by us and converted into new RSU
awards granted pursuant to the 2023 Plan (the “Replacement RSUs”). The number of Replacement RSUs issued was
calculated by multiplying the number of Stericycle RSUs and PSUs by a conversion factor of 0.289171, which represents
the $62.00 per share consideration for the Stericycle acquisition divided by the average of the closing sales price of a share
or our common stock for each of the five consecutive trading days before the closing. The Replacement RSUs pay out in
shares of our common stock and are subject to substantially the same terms and conditions as were applicable to the
corresponding Stericycle RSUs. Stericycle RSUs and PSUs held by employees who did not continue their employment
with us, and all employee stock options, were cancelled and converted into a right to receive cash immediately upon
closing of the acquisition.
Restricted Stock Units — A summary of our RSUs is presented in the table below (units in thousands):
Weighted Average
Per Share
Units
Fair Value
Unvested as of January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
371
$
139.37
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
237
$
209.86
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(122)
$
119.10
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(14)
$
163.18
Unvested as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
472
$
179.25
The total fair market value of RSUs that vested during the years ended December 31, 2024, 2023 and 2022 was
$25 million, $15 million and $15 million, respectively. During the year ended December 31, 2024, we issued
approximately 86,000 shares of common stock for these vested RSUs, net of approximately 36,000 units deferred or used
for payment of associated taxes.
RSUs may not be voted or sold by award recipients until time-based vesting restrictions have lapsed. RSUs currently
outstanding primarily provide for three-year cliff vesting and include dividend equivalents accumulated during the vesting
period. Unvested units are subject to forfeiture in the event of voluntary or for-cause termination. RSUs are generally
subject to pro-rata vesting upon an employee’s involuntary termination other than for cause and generally payout at the
end of the three-year vesting period and become immediately vested in the event of an employee’s death or disability.
Compensation expense associated with RSUs is measured based on the grant-date fair value of our common stock and
is recognized on a straight-line basis over the required employment period. RSUs generally continue to vest following a
qualifying retirement as if the employee had remained employed until the end of the vesting period, and compensation
expense for RSUs granted to retirement eligible employees is recognized over the longer of (i) the period between grant
date and the date that the recipient becomes retirement-eligible or (ii) the defined service requirement of the award.
Compensation expense is only recognized for those awards that we expect to vest, which we estimate based upon an
assessment of expected forfeitures.
Performance Share Units — Two types of PSUs are currently outstanding: (i) PSUs for which payout is dependent on
total shareholder return relative to the S&P 500 Index (“TSR PSUs”) and (ii) PSUs for which payout is dependent on the
Company’s performance against pre-established adjusted cash flow metrics (“Cash Flow PSUs”). Both types of PSUs are
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
128
payable in shares of common stock after the end of a three-year performance period, when the Company’s financial
performance for the entire performance period is reported, typically in the first half of the first quarter of the
succeeding year. At the end of the performance period, the number of shares awarded can range from 0% to 200% of the
targeted amount, depending on the performance against the pre-established targets. A summary of our PSUs, at 100% of
the targeted amount, is presented in the table below (units in thousands):
Weighted Average
Per Share
Units
Fair Value
Unvested as of January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
881
$
150.77
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
281
$
255.98
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(309)
$
122.58
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24)
$
200.21
Unvested as of December 31, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
829
$
195.49
The determination of achievement of performance results and corresponding vesting of PSUs for the three-year
performance period ended December 31, 2024 was performed by the Management Development and Compensation
Committee of our Board of Directors in January 2025. Accordingly, vesting information for such awards is not included
in the table above as of December 31, 2024. The “vested” PSUs are for the three-year performance period ended
December 31, 2023, as achievement of performance results and corresponding vesting was determined in February 2024.
The performance of the Company’s common stock for purposes of the TSR PSUs and the Cash Flow PSUs exceeded
maximum performance criteria. Accordingly, recipients of the PSU awards received a payout of 200% of the vested TSR
PSUs and 200% of the vested Cash Flow PSUs. In February 2024, approximately 617,000 PSUs vested and we issued
approximately 406,000 shares of common stock for these vested PSUs, net of units deferred or used for payment of
associated taxes. The shares of common stock that were issued or deferred during the years ended December 31, 2024,
2023 and 2022 for prior PSU award grants had a fair market value of $121 million, $74 million and $91 million,
respectively.
PSUs have no voting rights. PSUs receive dividend equivalents that are paid out in cash based on the number of shares
that vest at the end of the awards’ performance period. Subject to attainment of the performance metrics described above,
PSUs are payable to an employee (or applicable beneficiary) upon death or disability as if that employee had remained
employed until the end of the performance period. PSUs are generally subject to pro-rata vesting upon an employee’s
involuntary termination other than for cause and are subject to forfeiture in the event of voluntary or for-cause termination.
PSUs generally continue to vest following a qualifying retirement as if the employee had remained employed until the end
of the performance period, and compensation expense for PSUs granted to retirement - eligible employees is accelerated
over the period that the recipient becomes retirement-eligible plus a defined service requirement.
Compensation expense associated with our Cash Flow PSUs is based on the grant-date fair value of our common
stock. Compensation expense is recognized ratably over the performance period based on our estimated achievement of
the established performance criteria. Compensation expense is only recognized for those awards that we expect to vest,
which we estimate based upon an assessment of both the probability that the performance criteria will be achieved and
expected forfeitures. The grant-date fair value of our TSR PSUs is based on a Monte Carlo valuation and compensation
expense is recognized on a straight-line basis over the vesting period. Compensation expense is recognized for all TSR
PSUs whether or not the market conditions are achieved less expected forfeitures.
Deferred Units — Certain employees can elect to defer some or all of the vested RSU or PSU awards for payout six
months after the employee leaves the Company. Deferred units are not invested, nor do they earn interest, but deferred
amounts do receive dividend equivalents paid in cash during deferral at the same time and at the same rate as dividends
on the Company’s common stock. Deferred amounts are paid out in shares of common stock at the end of the deferral
period. As of December 31, 2024, we had approximately 183,000 vested deferred units outstanding.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
129
Stock Options — Stock option awards vest ratably in three annual increments, beginning on the first anniversary of
the date of grant. The exercise price of the options is the average of the high and low market value of our common stock
on the date of grant, and the options have a term of 10 years. A summary of our stock options is presented in the table
below (options in thousands):
Weighted Average
Per Share
Options
Exercise Price
Outstanding as of January 1, 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,729
$
111.22
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
377
$
204.76
Exercised (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(693)
$
98.54
Forfeited or expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(38)
$
149.97
Outstanding as of December 31, 2024 (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,375
$
129.15
Exercisable as of December 31, 2024 (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,596
$
106.79
(a) Includes approximately 118,000 stock options exercised pursuant to written trading plans that provided for net share
settlement, resulting in the Company withholding approximately 89,000 shares of our common stock to cover the
associated stock option exercise price and taxes.
(b) Stock options outstanding as of December 31, 2024 have a weighted average remaining contractual term of 5.9 years
and an aggregate intrinsic value of $174 million based on the market value of our common stock on
December 31, 2024.
(c) Stock options exercisable as of December 31, 2024 have an aggregate intrinsic value of $152 million based on the
market value of our common stock on December 31, 2024.
During 2024, 2023 and 2022, we received cash proceeds of $53 million, $44 million and $44 million, respectively,
from the exercise of 693,000, 597,000 and 675,000 of employee stock options. The aggregate intrinsic value of stock
options exercised during 2024, 2023 and 2022 was $75 million, $44 million and $51 million, respectively.
Stock options exercisable as of December 31, 2024 were as follows (options in thousands):
Weighted Average
Per Share
Weighted Average
Range of Exercise Prices
Options
Exercise Price Remaining Years
$54.64 - $85.34 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
484 $
70.10
1.9
$85.35 - $110.80 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
516 $
106.48
5.4
$110.81 - $204.76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
596 $
136.87
6.4
$54.64 - $204.76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,596 $
106.79
4.7
All unvested stock options shall become exercisable upon the award recipient’s death or disability. In the event of a
recipient’s qualifying retirement, stock options shall continue to vest pursuant to the original schedule set forth in the
award agreement. If the recipient is terminated by the Company without cause or voluntarily resigns, the recipient shall be
entitled to exercise all stock options outstanding and exercisable within a specified time frame after such termination. All
outstanding stock options, whether exercisable or not, are forfeited upon termination for cause.
We account for our employee stock options under the fair value method of accounting using a Black-Scholes valuation
model to measure stock option expense at the date of grant. The weighted average grant-date fair value of stock options
granted during the years ended December 31, 2024, 2023 and 2022 was $43.00, $32.82 and $26.44, respectively. The fair
value of stock options at the date of grant is amortized to expense over the vesting period less expected forfeitures, except
for stock options granted to retirement-eligible employees, for which expense is accelerated over the period that the
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
130
recipient becomes retirement-eligible. The following table presents the weighted average assumptions used to value
employee stock options granted during the year ended December 31 under the Black-Scholes valuation model:
2024
2023
2022
Expected option life . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.4 years 4.6 years 4.7 years
Expected volatility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.7 % 22.3 % 23.4 %
Expected dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5 % 1.9 % 1.8 %
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2 % 4.4 % 1.6 %
The Company bases its expected option life on the expected exercise and termination behavior of its optionees and an
appropriate model of the Company’s future stock price. The expected volatility assumption is derived from the historical
volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of
the Company’s stock options, combined with other relevant factors including implied volatility in market-traded options
on the Company’s stock. The expected dividend yield is the annual rate of dividends per share over the exercise price of
the option as of the grant date.
For the years ended December 31, 2024, 2023 and 2022, we recognized $99 million, $78 million and $71 million,
respectively, of compensation expense associated with RSU, PSU and stock option awards as a component of selling,
general and administrative expenses in our Consolidated Statements of Operations. Our income tax expense for the years
ended December 31, 2024, 2023 and 2022 includes related income tax benefits of $18 million, $15 million and
$14 million, respectively. We have not capitalized any equity-based compensation costs during the reported periods.
As of December 31, 2024, we estimate that $49 million of currently unrecognized compensation expense will be
recognized over a weighted average period of 1.7 years for our unvested RSU, PSU and stock option awards issued and
outstanding.
Non-Employee Director Plan
Our non-employee directors receive annual grants of shares of our common stock, generally payable in two equal
installments, under the Incentive Plans described above. Each non-employee director is required to hold all shares issued
pursuant to a Company stock award, after the sale of shares necessary to cover applicable taxes, until retirement or other
termination of service as a director of the Company.
15. Earnings Per Share
Basic and diluted earnings per share were computed using the following common share data for the year ended
December 31 (shares in millions):
2024
2023
2022
Number of common shares outstanding at end of period . . . . . . . . . . . . . . . . . . . . . . .
401.5
401.5
407.9
Effect of using weighted average common shares outstanding . . . . . . . . . . . . . . . .
—
3.4
4.9
Weighted average basic common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . .
401.5
404.9
412.8
Dilutive effect of equity-based compensation awards and other contingently
issuable shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.9
2.0
2.2
Weighted average diluted common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . .
403.4
406.9
415.0
Potentially issuable shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.7
5.0
5.2
Number of anti-dilutive potentially issuable shares excluded from diluted common
shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1.2
1.0
1.1
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
131
Refer to the Consolidated Statements of Operations for net income attributable to Waste Management, Inc.
16. Fair Value Measurements
Assets and Liabilities Accounted for at Fair Value
Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. When measuring assets and liabilities that are required
to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company
would transact. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure
fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available
and significant to the fair value measurement:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices
for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated
by observable market data for substantially the full term of the assets or liabilities.
Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that
market participants would use in pricing the asset or liability.
We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.
In measuring the fair value of our assets and liabilities, we use market data or assumptions that we believe market
participants would use in pricing an asset or liability, including assumptions about risk when appropriate. Our assets and
liabilities that are measured at fair value on a recurring basis include the following as of December 31 (in millions):
2024
2023
Quoted prices in active markets (Level 1):
Cash equivalents and money market funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
56 $
327
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
61
Significant other observable inputs (Level 2):
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
445
431
Total assets measured at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
571
$
819
Cash Equivalents and Money Market Funds
Cash equivalents primarily include short-term interest-bearing instruments with maturities of three months or less.
We invest portions of our restricted trust funds in money market funds and we measure the fair value of these investments
using quoted prices in active markets for identical assets. The fair value of our cash equivalents and money market funds
approximates our cost basis in these instruments.
Equity Securities
We invest portions of our restricted trust funds in equity securities and we measure the fair value of these securities
using quoted prices in active markets for identical assets. Any changes in fair value of these securities related to unrealized
gains and losses have been appropriately reflected as a component of other income (expense).
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
132
Available-for-Sale Securities
Our available-for-sale securities include restricted trust funds and investments in unconsolidated entities as discussed
in Note 18. We invest primarily in debt securities, including U.S. Treasury securities, U.S. agency securities, municipal
securities and mortgage- and asset-backed securities, which generally mature over the next ten years. We measure the fair
value of these securities using quoted prices for identical or similar assets in inactive markets. Any changes in fair value
of these trusts related to unrealized gains and losses have been appropriately reflected as a component of accumulated
other comprehensive income (loss).
Fair Value of Debt
As of December 31, 2024 and 2023, the carrying value of our debt was $23.9 billion and $16.2 billion, respectively.
The estimated fair value of our debt was approximately $22.9 billion and $15.6 billion as of December 31, 2024 and 2023,
respectively.
Although we have determined the estimated fair value amounts using available market information and commonly
accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates
of fair value. Accordingly, our estimates are not necessarily indicative of the amounts that we, or holders of the instruments,
could realize in a current market exchange. The use of different assumptions or estimation methodologies could have a
material effect on the estimated fair values. The fair value estimates are based on Level 2 inputs of the fair value hierarchy
available as of December 31, 2024 and 2023. These amounts have not been revalued since those dates, and current
estimates of fair value could differ significantly from the amounts presented.
See Note 11 for information related to our nonrecurring fair value measurements. See Note 17 for information related
to the nonrecurring fair value measurement of assets and liabilities acquired in connection with our acquisition of
Stericycle.
17. Acquisitions and Divestitures
Acquisitions
Stericycle Acquisition
On June 3, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all
outstanding shares of Stericycle for $62.00 per share in cash, representing a total enterprise value of approximately
$7.2 billion (net of cash acquired) when including the assumption of $0.5 billion of debt and the repayment of
approximately $0.8 billion of net debt. The acquisition expands our offerings in the U.S., Canada and parts of Western
Europe by providing RWCS and SID services that protect people and brands, promote health and well-being and safeguard
the environment. The transaction closed on November 4, 2024 and was funded using borrowings under our Term Credit
Agreement, commercial paper program and available cash on hand. Shortly thereafter, we repaid all outstanding
borrowings under our Term Credit Agreement with net proceeds from our November 2024 issuance of $5.2 billion of
senior notes.
We incurred acquisition and integration related costs of approximately $160 million, which were primarily classified
as “Selling, general and administrative expenses.” The post-closing operating results of Stericycle have been included in
our consolidated financial statements, within our new reportable WM Healthcare Solutions segment. Post-closing through
December 31, 2024, Stericycle recognized $403 million, $244 million and $155 million of operating revenue, operating
expenses and selling, general and administrative expenses, respectively, which are net of intercompany transactions and
included in our Consolidated Statements of Operations.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
133
Our consolidated financial statements have not been retroactively restated to include Stericycle’s historical financial
position or results of operations. The acquisition is accounted for as a business combination. In accordance with the
purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon
their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired
recorded as goodwill. We are in the process of valuing all of the assets and liabilities acquired in the acquisition, and, until
we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary
purchase price allocation.
We used the following valuation techniques for the following significant accounts in which carrying value did not
approximate fair value: (i) property and equipment were valued primarily using the cost approach with significant
assumptions including replacement cost, trend indices, and normal useful lives; (ii) customer relationship assets were
valued using the multi-period excess earnings method with significant assumptions including projected revenue, attrition
rate, operating expense, selling and general administrative expenses, and discount rate; (iii) indefinite trade name assets
were valued using the relief from royalty method with significant assumptions including revenue attributable to the trade
names and royalty rates and (iv) permit assets were valued using the cost to recreate method with significant assumptions
including costs required to obtain the permits and the opportunity costs if the permits were not in place on the acquisition
date.
The fair values for property and equipment and intangibles were based on significant inputs that are not observable in
the market and thus represent a Level 3 measurement in the fair value hierarchy. The WM Notes were valued using
observable market prices which represent a Level 1 measurement in the fair value hierarchy.
Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the
acquisition date. The areas of acquisition accounting that are not yet finalized primarily relate to (i) finalizing the review
and valuation of trade names, permits, customer relationships, and certain property plant and equipment and other
intangibles (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives
associated with the depreciable and amortizable assets and (ii) finalizing the review and valuation of accounts receivable,
accrued expenses, contingent liabilities, deferred taxes and goodwill (including key assumptions, inputs and estimates).
Goodwill of $3.6 billion was calculated as the excess of the consideration paid over the net assets recognized and
represents the future economic benefits expected to arise from other assets acquired that could not be individually identified
and separately recognized and from synergies of the combination. All of the goodwill was provisionally assigned to the
WM Healthcare Solutions segment. We have not yet completed the assignment of goodwill to our reporting units as of
December 31, 2024. Substantially all of the goodwill is not deductible for income tax purposes.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
134
The following table shows the preliminary purchase price allocation (in millions):
November 4, 2024
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
198
Accounts and other receivables (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
506
Parts and supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
64
Assets held for sale (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
782
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,633
Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,536
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
619
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(186)
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(336)
Deferred revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(77)
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)
Liabilities held for sale (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35)
Long-term debt, less current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(510)
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(884)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(542)
Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
6,907
(a)
Includes allowance for doubtful accounts of $130 million. See Note 2 for further discussion.
(b)
Includes Stericycle’s Spain and Portugal subsidiaries. See “Assets Held for Sale” under 2024 Divestitures for
additional information.
The preliminary allocation of $3,536 million for other intangible assets includes $2,279 million for customer
relationships with a weighted average amortization period of 15 years, $630 million for indefinite lived trade names,
$319 million for indefinite lived permits, $162 million for definite lived trade names with a weighted average amortization
period of 2.2 years, $141 million for ERP software with a weighted average amortization period of 4.7 years, and $5 million
for developed technology with an amortization period of 17 years.
The unaudited pro forma financial information in the table below summarizes the combined results of operations for
Waste Management and Stericycle as though the companies had been combined as of January 1, 2023. Examples of
adjustments made to arrive at the pro forma amounts include, but are not limited to, the following:
•
Transaction expenses incurred by us and Stericycle;
•
Elimination of revenue and expenses between us and Stericycle;
•
Adjustments to depreciation and amortization expense due to step-up in fair value of the acquired assets;
•
Interest expense adjustments;
•
Accounting policy alignment adjustments; and
•
Income tax adjustments.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
135
The following unaudited pro forma financial information is for informational purposes only and is not necessarily
indicative of the results of operations that would have been achieved as if the acquisition had taken place as January 1,
2023 for the year ended December 31 (in millions):
2024
2023
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 24,258 $ 23,066
Net income attributable to Waste Management, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,614
1,843
Other 2024 Acquisitions
In addition to Stericycle, during the year ended December 31, 2024, we completed solid waste and recycling
acquisitions primarily in New York, Florida, North Carolina and Arizona for total consideration of $790 million. Total
consideration included $783 million in net cash paid and $7 million in non-cash consideration, primarily related to
purchase price holdbacks. In addition, we paid $23 million of holdbacks, of which $16 million related to prior year
acquisitions.
Total consideration for our other 2024 acquisitions was primarily allocated to $160 million of property and equipment,
$79 million of other intangible assets and $588 million of goodwill. Other intangible assets included $63 million of
customer relationships and $14 million of covenants not-to-compete.
The goodwill related to our other 2024 acquisitions was primarily a result of expected synergies from combining the
acquired businesses with our existing operations a significant portion of which was tax deductible.
In 2022, we acquired a controlling interest in a business engaged in accelerating film and plastic wrap recycling
capabilities that is included in our Recycling Processing and Sales segment. In the fourth quarter of 2024, we acquired the
remaining minority interests in this business for $41 million.
2023 Acquisitions
During the year ended December 31, 2023, we acquired 12 businesses, primarily related to our Collection and
Disposal businesses. Total consideration, net of cash acquired, for all acquisitions was $182 million, which included
$157 million in net cash paid and $25 million in non-cash consideration, primarily related to purchase price holdbacks. In
addition, we paid $13 million of holdbacks, of which $6 million related to prior year acquisitions.
Total consideration for our 2023 acquisitions was primarily allocated to $49 million of property and equipment,
$44 million of other intangible assets and $88 million of goodwill. Other intangible assets included $34 million of customer
relationships and $10 million of covenants not-to-compete.
The goodwill related to our 2023 acquisitions was primarily a result of expected synergies from combining the
acquired businesses with our existing operations and substantially all was tax deductible.
2022 Acquisitions
During the year ended December 31, 2022, we acquired 13 businesses, including the acquisition of a controlling
interest in a business intended to allow us to deliver new recycling capabilities for our customers and provide circular
solutions for film and clear plastic wrap used commercially, such as plastic stretch wrap for pallets, furniture film, grocery
bags and potentially shrink wrap around food and beverage containers. Our other acquisitions in 2022 primarily related to
our Collection and Disposal businesses. Total consideration, net of cash acquired, for all acquisitions was $507 million,
which included $372 million in net cash paid and $135 million in non-cash consideration, primarily related to purchase
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
136
price holdbacks and the conversion of $67 million in secured convertible promissory notes receivable into equity of the
acquired business. In addition, we paid $5 million of holdbacks related to prior year acquisitions.
Total consideration for our 2022 acquisitions was primarily allocated to $138 million of property and equipment,
$64 million of other intangible assets, $325 million of goodwill and $14 million of noncontrolling interests. Other
intangible assets included $45 million of customer relationships and $19 million of covenants not-to-compete.
Divestitures
Assets Held for Sale
Upon our acquisition of Stericycle in November 2024, WM Healthcare Solutions’ Spain and Portugal subsidiaries
were classified as held for sale and included within the “Assets held for sale” and “Liabilities held for sale” line items in
the preliminary allocation of purchase price. We completed the sale of these assets on January 2, 2025.
2024 Divestitures
Proceeds from divestitures of businesses and other assets, net of cash divested, were $158 million, $78 million and
$27 million in 2024, 2023 and 2022, respectively primarily the result of the sale of certain non - strategic assets.
18. Variable Interest Entities
The following is a description of our financial interests in unconsolidated and consolidated variable interest entities
that we consider significant:
Low-Income Housing Properties
We do not consolidate our investments in entities established to manage low-income housing properties because we
are not the primary beneficiary of these entities as we do not have the power to individually direct the activities of these
entities. Our aggregate investment balance in these entities was $707 million and $458 million as of December 31, 2024
and 2023, respectively. The debt balance related to our investments in low-income housing properties was $670 million
and $408 million as of December 31, 2024 and 2023, respectively. Additional information related to these investments is
discussed in Note 8.
Trust Funds for Final Capping, Closure, Post-Closure or Environmental Remediation Obligations
Unconsolidated Variable Interest Entities — Trust funds that are established for both the benefit of the Company and
the host community in which we operate are not consolidated because we are not the primary beneficiary of these entities
as (i) we do not have the power to direct the significant activities of the trusts or (ii) power over the trusts’ significant
activities is shared. Our interests in these trusts are accounted for as investments in unconsolidated entities and receivables.
These amounts are recorded in other receivables, investments in unconsolidated entities and long-term other assets in our
Consolidated Balance Sheets, as appropriate. We also reflect our share of the unrealized gains and losses on available-for-
sale securities held by these trusts as a component of our accumulated other comprehensive income (loss). Our investments
and receivables related to these trusts had an aggregate carrying value of $111 million and $104 million as of
December 31, 2024 and 2023, respectively.
Consolidated Variable Interest Entities — Trust funds for which we are the sole beneficiary are consolidated because
we are the primary beneficiary. These trust funds are recorded in restricted funds in our Consolidated Balance Sheets.
Unrealized gains and losses on available-for-sale securities held by these trusts are recorded as a component of
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
137
accumulated other comprehensive income (loss). These trusts had a fair value of $128 million and $119 million as of
December 31, 2024 and 2023, respectively.
19. Segment and Related Information
Our senior management evaluates, oversees and manages the financial performance of our business through five
reportable segments, referred to as (i) East Tier; (ii) West Tier; (iii) Recycling Processing and Sales; (iv) WM Renewable
Energy and (v) WM Healthcare Solutions. Our East and West Tiers along with Other Ancillary services that are not
managed through our Tier segments, but that support our collection and disposal operations, form our “Collection and
Disposal” businesses. We also provide additional services not managed through our five reportable segments, which are
presented as Corporate and Other.
From time to time, our operating results are significantly affected by certain transactions or events that management
believes are not indicative or representative of our results. Refer to Note 11 for an explanation of certain transactions and
events affecting our operating results. Reclassifications have been made to our prior period consolidated financial
information to conform to the current year presentation.
Collection and Disposal
Our Collection and Disposal businesses provide integrated environmental services, including collection, transfer,
disposal and resource recovery services. We evaluate our Collection and Disposal businesses primarily through two
geographic segments, East Tier and West Tier. Our East Tier primarily consists of geographic areas located in the Eastern
U.S., the Great Lakes region and substantially all of Canada. Our West Tier primarily includes geographic areas located
in the Western U.S., including the upper Midwest region and British Columbia, Canada. Additionally, we provide Other
Ancillary services that are not managed through the Tier segments but that support our collection and disposal operations.
Other Ancillary includes specialized services performed for customers that have differentiated needs. These specialized
services are targeted at large industrial customers managed through our Sustainability and Environmental Solutions
(“SES”) business or geographically dispersed customers managed through our Strategic Business Solutions (“WMSBS”)
business. Also included within Other Ancillary are the results of non-operating entities that provide financial assurance
and self-insurance support for our business, net of intercompany activity.
Included within our Collection and Disposal businesses are landfills having (i) 20 third-party power generating
facilities converting our landfill gas to fuel electricity generators; (ii) 16 third-party RNG facilities processing landfill gas
to be sold to natural gas suppliers and (iii) six third-party projects delivering our landfill gas by pipeline to industrial
customers as a direct substitute for fossil fuels in industrial processes. In return for providing our landfill gas, we receive
royalties from each facility, including the benefit of a 15% royalty from our WM Renewable Energy segment based on net
operating revenue generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental
attributes from the 84 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our active
landfills, which is eliminated in consolidation.
Recycling Processing and Sales
Our Recycling Processing and Sales segment includes the processing and sales of materials collected from residential,
commercial and industrial customers. The materials are delivered to and processed at one of our many recycling facilities.
Through our brokerage business, we also manage the marketing of recycling commodities that are processed in our
facilities and by third parties by maintaining comprehensive service centers that continuously analyze market prices,
logistics, market demands and product quality. Our Recycling Processing and Sales segment excludes the collection of
recycled materials from our residential, commercial, and industrial customers which is included within our Collection and
Disposal businesses.
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
138
WM Renewable Energy
Our WM Renewable Energy segment develops, operates and promotes projects for the beneficial use of landfill gas.
Landfill gas is produced naturally as waste decomposes in a landfill. The methane component of the landfill gas is a readily
available, renewable energy source that can be gathered and used beneficially as an alternative to fossil fuel.
WM Renewable Energy converts landfill gas into several sources of renewable energy which include RNG, electricity and
capacity, heat and/or steam. WM Renewable Energy also generates RINs under the RFS program, other credits under a
variety of state programs associated with the use of RNG in our compressed natural gas fleet, and RECs associated with
the production of electricity. The RINs, RECs, and other credits are sold to counterparties who are obligated under the
regulatory programs and have a responsibility to procure RINs, RECs and other credits proportionate to their fossil fuel
production and imports. RINs and RECs prices generally fluctuate in response to regulations enacted by the EPA or other
regulatory bodies, as well as changes in supply and demand.
As of December 31, 2024, we had 102 landfill gas beneficial use projects producing commercial quantities of methane
gas at owned or operated landfills. For 65 of these projects, the processed gas is used to fuel electricity generators. The
electricity is then sold to public utilities, municipal utilities or power cooperatives. For 23 of these projects, the gas is used
at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.
For 11 of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas suppliers.
Additionally, three of these projects are on third-party landfills. The revenues from these facilities are primarily generated
through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes. WM Renewable
Energy is charged a 15% royalty on net operating revenue from these facilities residing on our active and closed landfills
from our Collection and Disposal and Corporate and Other businesses, which is eliminated in consolidation. Additionally,
WM Renewable Energy operates and maintains seven third-party landfill beneficial gas use projects in return for service
revenue. Our Collection and Disposal and Corporate and Other businesses benefit from these projects as well as 52
additional third-party landfill beneficial gas use projects in the form of royalties.
WM Healthcare Solutions
Our WM Healthcare Solutions segment includes (i) RWCS, which provide compliance programs and collection,
processing and disposal of regulated and specialized waste, including medical, pharmaceutical and hazardous waste and
(ii) SID services, which provide for the collection of personal and confidential information for secure destruction and
recycling of sorted office paper. RWCS are provided to customers in the U.S., Canada, Ireland and the United Kingdom
(“U.K.”). SID services are provided to customers in the U.S., Canada, Belgium, France, Germany, Ireland, Luxembourg,
the Netherlands and the U.K.
Our WM Healthcare Solutions customers are primarily in the following industries: enterprise healthcare (i.e.,
hospitals, health systems and national and corporate healthcare), practices and care providers (i.e., physician offices,
surgery centers, veterinary clinics, nursing and long-term care facilities, dental clinics, clinics and urgent care, dialysis
centers and home health organizations), and pharmacy labs and research centers. Our WM Healthcare Solutions businesses
also provide services to airports and seaports, education institutions, funeral homes and crematories, government and
military, banks and professional services, and other businesses. While the WM Healthcare Solutions businesses manage
large volumes of waste and other materials, the average volume per customer site is relatively small.
Our WM Healthcare Solutions customers typically enter into a contract for the provision of services on a scheduled
basis including weekly, monthly or on an as-needed basis over the contract term. Under the contract terms, the WM
Healthcare Solutions businesses receive fees based on a monthly, quarterly or annual rate and/or fees based on contractual
rates depending upon measures including the volume, weight or type of waste. Operating revenues are invoiced based on
the terms of the underlying contract either on a regular basis, or as services are performed and are generally due within a
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
139
short period of time after invoicing based upon normal terms and conditions for our business type and the geography of
the services performed.
As of December 31, 2024, our WM Healthcare Solutions businesses include a global fleet of approximately 6,100
routed trucks, tractors, collection vans and small duty vehicles. Our WM Healthcare Solutions segment operates out of
approximately 361 leased and owned facilities worldwide with 69 autoclaves or other alternative medical waste treatment
facilities, 18 medical waste incinerator facilities, 107 SID processing facilities, and 167 transfer stations. Included within
our WM Healthcare Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024.
Corporate and Other
We also provide additional services that are not managed through our operating segments, which are presented in this
report as Corporate and Other as they do not meet the criteria to be aggregated with other operating segments and do not
meet the quantitative criteria to be separately reported. This includes the activities of our corporate office, including costs
associated with our long-term incentive program, expanded service offerings and solutions (such as our investments in
businesses and technologies that are designed to offer services and solutions ancillary or supplementary to our current
operations) as well as our closed sites. Also, included within our Corporate and Other businesses closed sites are (i) six
third-party power generating facilities converting our landfill gas to fuel electricity generators; (ii) two third - party projects
delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes
and (iii) two third-party RNG facilities processing landfill gas to be sold to natural gas suppliers in return for a royalty.
Additionally, Corporate and Other benefits from a 15% royalty from our WM Renewable Energy segment based on net
operating revenue generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental
attributes from the 15 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our closed
sites, which is eliminated in consolidation.
Our chief operating decision maker (“CODM”) is the chief executive officer. The CODM regularly reviews financial
results, operating performance, and capital expenditures of our five reportable segments. Our CODM uses income from
operations for each segment predominantly in the annual budget and forecasting process and considers budget-to-actual
variances on a monthly basis when making decisions about the allocation of operating and capital resources to each
segment. Our CODM also uses segment income from operations to assess the performance of each segment by comparing
the results of each segment with one another. Summarized financial information concerning our reportable segments as of
December 31 and for the year then ended is shown in the following table (in millions):
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating Operating Operating General, and
Net
Depletion and
from
Expenditures
Revenues Revenues(b) Revenues Expenses Administrative Expenses(g) Amortization Operations(c)
(d)
Year Ended December 31:
2024
Collection and Disposal:
East Tier . . . . . . . . . . . . . . . . $
8,703 $
2,252 $
10,955 $
6,801 $
372 $
4 $
1,018 $
2,760 $
1,119
West Tier . . . . . . . . . . . . . . .
8,285
2,052
10,337
6,430
373
(15)
856
2,693
1,071
Other Ancillary . . . . . . . . .
2,728
187
2,915
2,782
117
(1)
26
(9)
52
Collection and Disposal(e)(f)
19,716
4,491
24,207
16,013
862
(12)
1,900
5,444
2,242
Recycling Processing and Sales(e)
1,603
287
1,890
1,610
59
3
132
86
524
WM Renewable Energy(f) . . . . . .
318
3
321
166
13
7
36
99
514
WM Healthcare Solutions . . . . . .
403
10
413
252
157
—
73
(69)
43
Corporate and Other(f) . . . . . . . .
23
25
48
137
1,194
88
126
(1,497)
5
Total . . . . . . . . . . . . . . . . . $
22,063 $
4,816 $
26,879 $
18,178 $
2,285 $
86 $
2,267 $
4,063 $
3,328
Intercompany Elimination . . . . . .
(4,816)
(4,795)
(21)
—
—
—
Net . . . . . . . . . . . . . . . . . . . . .
22,063
13,383
2,264
86
2,267
4,063
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
140
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating Operating Operating General, and
Net
Depletion and
from
Expenditures
Revenues Revenues(b) Revenues Expenses Administrative Expenses(g) Amortization Operations(c)
(d)
Year Ended December 31:
2023
Collection and Disposal:
East Tier . . . . . . . . . . . . . . . . $
8,412 $
2,121 $
10,533 $
6,747 $
358 $
(4) $
986 $
2,446 $
926
West Tier . . . . . . . . . . . . . . .
7,935
1,962
9,897
6,352
364
(2)
800
2,383
899
Other Ancillary . . . . . . . . .
2,518
193
2,711
2,575
112
6
26
(8)
28
Collection and Disposal(e)(f)
18,865
4,276
23,141
15,674
834
—
1,812
4,821
1,853
Recycling Processing and
Sales(a)(e) . . . . . . . . . . . . . . . . .
1,264
312
1,576
1,332
56
122
110
(44)
450
WM Renewable Energy(f) . . . . . .
273
3
276
151
13
—
33
79
420
Corporate and Other(f) . . . . . . . .
24
22
46
47
1,038
126
116
(1,281)
115
Total . . . . . . . . . . . . . . . . . $
20,426 $
4,613 $
25,039 $
17,204 $
1,941 $
248 $
2,071 $
3,575 $
2,838
Intercompany Elimination . . . . .
(4,613)
(4,598)
(15)
—
—
—
Net . . . . . . . . . . . . . . . . . . . . .
20,426
12,606
1,926
248
2,071
3,575
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating Operating Operating General, and
Net
Depletion and
from
Expenditures
Revenues Revenues(b) Revenues Expenses Administrative Expenses(g) Amortization Operations(c)
(d)
Year Ended December 31:
2022
Collection and Disposal: . . . . . . .
East Tier . . . . . . . . . . . . . . . . $
8,011 $
1,909 $
9,920 $
6,378 $
341 $
46 $
977 $
2,178 $
948
West Tier . . . . . . . . . . . . . . .
7,614
1,865
9,479
6,143
348
(8)
814
2,182
774
Other Ancillary . . . . . . . . .
2,218
195
2,413
2,278
104
6
25
—
40
Collection and Disposal(e)(f)
17,843
3,969
21,812
14,799
793
44
1,816
4,360
1,762
Recycling Processing and Sales(e)
1,516
244
1,760
1,481
59
—
92
128
453
WM Renewable Energy(f) . . . . . .
312
3
315
144
6
—
33
132
290
Corporate and Other(f) . . . . . . . .
27
22
49
90
1,098
19
97
(1,255)
304
Total . . . . . . . . . . . . . . . . . $
19,698 $
4,238 $
23,936 $
16,514 $
1,956 $
63 $
2,038 $
3,365 $
2,809
Intercompany Elimination . . . . .
(4,238)
(4,220)
(18)
—
—
—
Net . . . . . . . . . . . . . . . . . . . . .
19,698
12,294
1,938
63
2,038
3,365
(a) For the year ended December 31, 2023 included within income from operations for our Recycling Processing and
Sales segment is a $168 million goodwill impairment charge related to a business engaged in accelerating film and
plastic wrap recycling capabilities, which was partially offset by the recognition of $46 million of income related to
the reversal of a liability for contingent consideration associated with our investment in such business.
(b) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales
within a segment and between segments. Transactions within and between segments are generally made on a basis
intended to reflect the market value of the service.
(c) For those items included in the determination of income from operations, the accounting policies of the segments are
the same as those described in Note 2.
(d) Includes non-cash items. Capital expenditures are reported in our reportable segments at the time they are recorded
within the segments’ property and equipment balances and, therefore, include timing differences for amounts accrued
but not yet paid.
(e) Certain fees related to the processing of recycled material we collect are included within our Collection and Disposal
businesses. The amounts in income from operations for the years ended December 31, 2024, 2023 and 2022 are
$100 million, $61 million and $77 million, respectively.
(f) WM Renewable Energy pays a 15% intercompany royalty to our Collection and Disposal and Corporate and Other
businesses for landfill gas. The total amount of royalties in gross and intercompany operating revenues for the East
Tier, West Tier, and Corporate and Other and in operating expenses for WM Renewable Energy for the years ended
December 31, 2024, 2023 and 2022 are $48 million, $41 million and $47 million, respectively. Prior to the fourth
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
141
quarter of 2024, amounts related to intercompany royalty payments were adjusted through income from operations.
Prior periods have been recast to conform to current year presentation.
(g) Other net expenses include restructuring expenses, (gain) loss from divestitures, and asset impairments and unusual
items, net.
Total assets by reportable segment as of December 31 are as follows (in millions):
2024
2023
Collection and Disposal:
East Tier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 15,328
$ 14,328
West Tier . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,786
11,322
Other Ancillary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
779
783
Collection and Disposal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27,893
26,433
Recycling Processing and Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,686
2,282
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,544
1,077
WM Healthcare Solutions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,406
—
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,785
3,392
Elimination of intercompany investments and advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(747)
(361)
Total assets, per Consolidated Balance Sheet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 44,567
$ 32,823
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
142
The mix of operating revenues from our major lines of business for the year ended December 31 are as follows
(in millions):
Net
Intercompany
Gross
Operating
Operating
Operating
Revenues
Revenues(a)(b)
Revenues(b)
Years Ended December 31:
2024
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,371
$
798
$
6,169
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,089
794
3,883
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,466
89
3,555
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,964
230
3,194
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,890
1,911
16,801
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,445
1,513
4,958
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,381
1,067
2,448
Total Collection and Disposal . . . . . . . . . . . . . . .
19,716
4,491
24,207
Recycling Processing and Sales . . . . . . . . . . . . . . . .
1,603
287
1,890
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
318
3
321
WM Healthcare Solutions . . . . . . . . . . . . . . . . . . . . .
403
10
413
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
23
25
48
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
22,063
$
4,816
$
26,879
2023
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
5,109
$
692
$
5,801
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,083
753
3,836
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,378
96
3,474
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,786
220
3,006
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
14,356
1,761
16,117
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,252
1,479
4,731
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,257
1,036
2,293
Total Collection and Disposal . . . . . . . . . . . . . . .
18,865
4,276
23,141
Recycling Processing and Sales . . . . . . . . . . . . . . . .
1,264
312
1,576
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
273
3
276
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
24
22
46
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
20,426
$
4,613
$
25,039
2022
Commercial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,860
$
590
$
5,450
Industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,025
656
3,681
Residential . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,264
75
3,339
Other collection . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,466
217
2,683
Total collection . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,615
1,538
15,153
Landfill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,062
1,454
4,516
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,166
977
2,143
Total Collection and Disposal . . . . . . . . . . . . . . .
17,843
3,969
21,812
Recycling Processing and Sales . . . . . . . . . . . . . . . .
1,516
244
1,760
WM Renewable Energy . . . . . . . . . . . . . . . . . . . . . .
312
3
315
Corporate and Other . . . . . . . . . . . . . . . . . . . . . . . . .
27
22
49
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
19,698
$
4,238
$
23,936
WASTE MANAGEMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
143
(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales
within a segment and between segments. Transactions within and between segments are generally made on a
basis intended to reflect the market value of the service.
(b) In the fourth quarter of 2024, the Company adjusted gross and intercompany operating revenues to reflect the
15% royalty paid by WM Renewable Energy to Collection and Disposal and Corporate and Other businesses for
the purchase of landfill gas. There was no change to net operating revenues. Prior periods were recast to conform
to current year presentation.
Our financial and operating results may fluctuate for many reasons, including period-to-period changes in the relative
contribution of revenue by each line of business, changes in commodity prices and general economic conditions. Our
operating revenues and volumes typically experience seasonal increases in the summer months that are reflected in second
and third quarter revenues and results of operations.
Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events
can significantly affect the operating results of the geographic areas affected. Extreme weather events may also lead to
supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount
of waste generated by their operations.
Conversely, certain destructive weather and climate conditions, such as wildfires in the Western U.S. and hurricanes
that most often impact our operations in the Southern and Eastern U.S. during the second half of the year, can increase our
revenues in the geographic areas affected as a result of the waste volumes generated by these events. While weather-related
and other event-driven special projects can boost revenues through additional work for a limited time, due to significant
start - up costs and other factors, such revenue can generate earnings at comparatively lower margins.
Net operating revenues relating to operations for the year ended December 31 are as follows (in millions):
2024
2023
2022
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 21,107 $ 19,595 $ 18,860
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
852
813
838
Western Europe and other (a) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104
18
—
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,063 $ 20,426 $ 19,698
(a) 2024 primarily relates to the impact of operations from the U.K., Ireland, Belgium, France, Germany,
Luxembourg, and the Netherlands as a result of the Stericycle acquisition.
(b) 2023 primarily relates to an acquired smaller recycling-related operations in the Netherlands.
Property and equipment, net of accumulated depreciation and depletion, relating to operations as of December 31 are
as follows (in millions):
2024
2023
U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 17,995
$ 15,903
Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,222
1,060
Western Europe and other (a) (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
5
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 19,340
$ 16,968
(a) 2024 primarily relates to the impact of operations from the U.K., Ireland, Belgium, France, Germany,
Luxembourg, and the Netherlands as a result of the Stericycle acquisition.
(b) 2023 primarily relates to an acquired smaller recycling-related operations in the Netherlands.
144
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our principal executive and financial officers, has evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities
Exchange Act of 1934, as amended) in ensuring that the information required to be disclosed in reports that we file or
submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and
communicated to management (including the principal executive and financial officers) as appropriate to allow timely
decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have
concluded that such disclosure controls and procedures were effective as of December 31, 2024 (the end of the period
covered by this Annual Report on Form 10 - K) at a reasonable assurance level.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company, including the principal executive and financial officers, is responsible for establishing
and maintaining adequate internal control over financial reporting, as defined in Rules 13a - 15(f) and 15d - 15(f) of the
Securities Exchange Act of 1934, as amended. Our management conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Our internal controls
are designed to provide reasonable assurance as to the reliability of our financial reporting and the preparation of the
consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the
United States and includes those policies and procedures that:
i.
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the Company;
ii. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and directors of the Company;
and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management of the Company assessed the effectiveness of our internal control over financial reporting as of
December 31, 2024 based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on this assessment, management has
concluded that our internal control over financial reporting was effective as of December 31, 2024. On November 4, 2024
we consummated our acquisition of Stericycle, Inc. (“Stericycle”). As permitted by the SEC rules and regulations,
management's assessment did not include the internal controls of the acquired operations of Stericycle, which are included
in our consolidated financial statements as of December 31, 2024 and for the period from the acquisition date through
December 31, 2024. In accordance with our integration efforts, we plan to incorporate the acquired operations of Stericycle
into our internal control over financial reporting program within the time period provided by applicable SEC rules and
145
regulations. The assets, excluding goodwill, of the acquired operations of Stericycle constituted approximately 13.0% of
total assets as of December 31, 2024. Operating results of the acquired operations of Stericycle comprised approximately
1.8% of consolidated operating revenues for the year ended December 31, 2024.
The effectiveness of our internal control over financial reporting has been audited by Ernst & Young LLP, the
independent registered public accounting firm that audited our consolidated financial statements, as stated in their report,
which is included in Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting
during the quarter ended December 31, 2024. We determined that there were no changes in our internal control over
financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
Item 9B. Other Information.
Securities Trading Plans of Directors and Executive Officers
On November 5, 2024, James C. Fish, Jr., President, Chief Executive Officer and member of our Board of Directors,
adopted a stock trading plan (the “Fish Trading Plan”). The Fish Trading Plan went into effect on the date of adoption and
was not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Fish Trading Plan
provided for the exercise of 44,125 vested stock options upon our common stock reaching a specified market price on or
before December 6, 2024. The options were automatically exercised pursuant to such terms, and the Company withheld
shares of common stock necessary to cover tax requirements and the exercise price of such options. All remaining shares
of common stock resulting from the option exercise after the net share settlement process were delivered to Mr. Fish.
On November 5, 2024, Mr. Fish adopted a stock trading plan (the “Second Fish Trading Plan”) intended to satisfy the
affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Second Fish Trading Plan will commence two business
days following the filing of this Annual Report on Form 10-K, and will automatically terminate on the earlier of
February 3, 2026 and the completion of all of the contemplated transactions set forth therein. The Second Fish Trading
Plan provides for the potential sale of all net after-tax shares of our common stock received from the payout of performance
share unit (“PSU”) equity compensation awards for the performance period ended December 31, 2024, upon our common
stock reaching specified market prices. Mr. Fish received a target grant of 47,620 PSU awards with a performance period
ended December 31, 2024; the number of shares to be paid out to Mr. Fish on account of these PSU awards can range
from zero to 200% of the initial target grant. As a result, the number of shares of common stock to potentially be sold
pursuant to the Second Fish Trading Plan will be determined in the first quarter of 2025 based on certification by the
Management Development and Compensation Committee of the Board of Directors of the Company’s achievement
relative to applicable performance measures for the underlying PSU awards.
On November 5, 2024, Michael J. Watson, Senior Vice President and Chief Customer Officer, adopted a stock trading
plan (the “Watson Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.
The Watson Trading Plan will commence two business days following the filing of this Annual Report on Form 10-K and
will automatically terminate on the earlier of February 12, 2026 and the completion of all of the contemplated transactions
set forth therein. The Watson Trading Plan provides for (i) the sale of 3,000 shares of our common stock; (ii) the potential
cashless exercise of 11,594 stock options, pursuant to which shares of common stock will be sold to cover option costs,
tax obligations, commissions and fees, and Mr. Watson will then continue to hold all remaining shares of common stock
resulting from the option exercise after the settlement; (iii) the potential sale of 50% of net after-tax shares of our common
stock received from the vesting on March 1, 2025 of 5,102 restricted share unit (“RSU”) equity compensation awards and
(iv) the potential sale of 50% of net after-tax shares of our common stock received from the payout of PSU equity
compensation awards for the performance period ended December 31, 2024. Each of the contemplated transactions will
occur upon our common stock reaching specified market prices. Mr. Watson received a target grant of 5,986 PSU awards
with a performance period ended December 31, 2024; the number of shares to be paid out to Mr. Watson on account of
146
these PSU awards can range from zero to 200% of the initial target grant. As a result, as described above in connection
with the Second Fish Trading Plan, the number of shares of common stock to potentially be sold pursuant to the Watson
Trading Plan will be determined in the first quarter of 2025.
On November 8, 2024, Mr. Charles C. Boettcher, Executive Vice President and Chief Legal Officer, adopted a stock
trading plan (the “Boettcher Trading Plan”). The Boettcher Trading Plan went into effect on the date of adoption and was
not intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Boettcher Trading Plan
provided for the exercise of 7,500 vested stock options upon our common stock reaching a specified market price on or
before December 6, 2024. The options were automatically exercised pursuant to such terms, and the Company withheld
shares of common stock necessary to cover tax requirements and the exercise price of such options. All remaining shares
of common stock resulting from the option exercise after the net share settlement process were delivered to Mr. Boettcher.
On November 26, 2024, Mr. Fish adopted a stock trading plan (the “Third Fish Trading Plan”). The Third Fish Trading
Plan went into effect on the date of adoption and was not intended to satisfy the affirmative defense of Rule 10b5 1(c)
under the Exchange Act. The Third Fish Trading Plan provided for the exercise of 19,805 vested stock options upon our
common stock reaching a specified market price on or before December 6, 2024. The options were automatically exercised
pursuant to such terms, and the Company withheld shares of common stock necessary to cover tax requirements and the
exercise price of such options. All remaining shares of common stock resulting from the option exercise after the net share
settlement process were delivered to Mr. Fish.
On November 26, 2024, Mr. Boettcher, adopted a stock trading plan (the “Second Boettcher Trading Plan”). The
Second Boettcher Trading Plan went into effect on the date of adoption and was not intended to satisfy the affirmative
defense of Rule 10b5-1(c) under the Exchange Act. The Second Boettcher Trading Plan provided for the exercise of 8,458
vested stock options upon our common stock reaching a specified market price on or before December 4, 2024. The options
were automatically exercised pursuant to such terms, and the Company withheld shares of common stock necessary to
cover tax requirements and the exercise price of such options. All remaining shares of common stock resulting from the
option exercise after the net share settlement process were delivered to Mr. Boettcher.
On December 4, 2024, John J. Morris, Jr., Executive Vice President and Chief Operating Officer, adopted a stock
trading plan (the “Morris Trading Plan”) intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange
Act. The Morris Trading Plan will commence on March 7, 2025 and will automatically terminate on the earlier of March 6,
2026 and the completion of all of the contemplated transactions set forth therein. The Morris Trading Plan provides for
(i) the potential sale of all net after-tax shares of our common stock received from the vesting on March 1, 2025 of 10,204
RSU equity compensation awards and (ii) the potential sale of all net after-tax shares of our common stock received from
the payout of PSU equity compensation awards for the performance period ended December 31, 2024. Each of the
contemplated transactions will occur upon our common stock reaching specified market prices. Mr. Morris received a
target grant of 14,150 PSU awards with a performance period ended December 31, 2024; the number of shares to be paid
out to Mr. Morris on account of these PSU awards can range from zero to 200% of the initial target grant. As a result, as
described above in connection with the Second Fish Trading Plan, the number of shares of common stock to potentially
be sold pursuant to the Morris Trading Plan will be determined in the first quarter of 2025.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
We have adopted a code of ethics that applies to our CEO, CFO and Chief Accounting Officer, as well as other
officers, directors and employees of the Company. The code of ethics, entitled “Code of Conduct,” is available on - line at
investors.wm.com in the tab “ESG — Corporate Governance” (investors.wm.com/esg-practices/governance). We intend
147
to post any amendments to the Code of Conduct that apply to our officers and directors, and any required disclosure of
waivers from the Code of Conduct, to the “ESG – Corporate Governance” tab at investors.wm.com.
We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of Company securities
by directors, officers, employees, contractors and consultants providing services to the Company, as well as by the
Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and
regulations and New York Stock Exchange listing standards. The foregoing summary of the Insider Trading Policy does
not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy filed as
Exhibit 19.1 to this Annual Report.
All other information required by this Item will be included in the Company’s definitive proxy statement for its 2025
Annual Meeting of Stockholders (the “2025 Proxy Statement”) to be filed with SEC within 120 days of the end of our
fiscal year and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by
reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by
reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item will be included in the 2025 Proxy Statement and is incorporated herein by
reference.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) (1) Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2024 and 2023
Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022
Consolidated Statements of Changes in Equity for the years ended December 31, 2024, 2023 and 2022
Notes to Consolidated Financial Statements
(a) (2) Consolidated Financial Statement Schedules:
All schedules have been omitted because the required information is not significant or is included in the financial
statements or notes thereto, or is not applicable.
148
(a) (3) Exhibits:
Exhibit No.
Description
3.1
— Fourth Restated Certificate of Incorporation of Waste Management, Inc. [incorporated by reference to
Exhibit 3.2 to Form 8-K dated May 14, 2024].
3.2
— Amended and Restated By-laws of Waste Management, Inc. [incorporated by reference to Exhibit 3.2
to Form 8 - K dated November 6, 2023].
4.1
— Specimen Stock Certificate [incorporated by reference to Exhibit 4.1 to Form 10 - K for the year ended
December 31, 1998].
4.2
— Third Restated Certificate of Incorporation of Waste Management Holdings, Inc. [incorporated by
reference to Exhibit 4.2 to Form 10 - K for the year ended December 31, 2014].
4.3
— Amended and Restated By-laws of Waste Management Holdings, Inc. [incorporated by reference to
Exhibit 4.3 to Form 10-Q for the quarter ended June 30, 2014].
4.4
— Indenture for Subordinated Debt Securities dated February 1, 1997, among the Registrant and The Bank
of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National
Association), as trustee [incorporated by reference to Exhibit 4.1 to Form 8 - K dated February 7, 1997].
4.5
— Indenture for Senior Debt Securities dated September 10, 1997, among the Registrant and The Bank of
New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National
Association), as trustee [incorporated by reference to Exhibit 4.1 to Form 8 - K dated September 10,
1997].
4.6*
— Description of Waste Management, Inc.’s Common Stock.
4.7*
— Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated
September 10, 1997 establishing the terms and form of Waste Management, Inc.’s Senior Notes. Waste
Management and its subsidiaries are parties to debt instruments that have not been filed with the SEC
under which the total amount of securities authorized under any single instrument does not exceed 10%
of the total assets of Waste Management and its subsidiaries on a consolidated basis. Pursuant to
paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Waste Management agrees to furnish a copy of
such instruments to the SEC upon request.
4.8*
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 4.500% Senior Notes due 2028.
4.9*
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 4.650% Senior Notes due 2030.
4.10*
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 4.800% Senior Notes due 2032.
4.11*
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 4.950% Senior Notes due 2035.
4.12*
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 5.350% Senior Notes due 2054.
4.13*
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 4.500% Senior Notes due 2028.
4.14*
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 4.650% Senior Notes due 2030.
4.15*
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 4.800% Senior Notes due 2032.
4.16*
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 4.950% Senior Notes due 2035.
4.17*
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 5.350% Senior Notes due 2054.
4.18
— Registration Rights Agreement by and among Waste Management, Inc., Waste Management Holdings,
Inc., Barclays Capital Inc., Deutsche Bank Securities Inc. and Goldman Sachs & Co. LLC in connection
with the 3.875% Senior Notes due 2029 [incorporated by reference to Exhibit 4.5 to Form 8-K dated
November 8, 2024].
149
4.19
— Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997
establishing the terms and form of the 3.875% Senior Notes due 2029 [incorporated by reference to
Exhibit 4.2 to Form 8-K dated November 8, 2024].
4.20
— Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon
Trust Company, N.A., as Trustee for the holders of the 3.875% Senior Notes due 2029 [incorporated by
reference to Exhibit 4.4 to Form 8-K dated November 8, 2024].
10.1†
— 2023 Stock Incentive Plan [incorporated by reference to Exhibit 10.1 to Form 8 - K dated May 9, 2023].
10.2†
— 2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.1 to Form 8 - K dated May 13, 2014].
10.3†
— First Amendment to 2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.2 to Form 8-K
dated May 12, 2020].
10.4†
— Second Amendment to 2014 Stock Incentive Plan [incorporated by reference to Exhibit 10.3 to
Form 10-Q for the quarter ended June 30, 2022].
10.5†
— 2005 Annual Incentive Plan [incorporated by reference to Appendix D to the Proxy Statement on
Schedule 14A filed April 8, 2004].
10.6†
— Waste Management, Inc. Employee Stock Purchase Plan (As Amended and Restated effective May 12,
2020) [incorporated by reference to Exhibit 10.1 to Form 8 - K dated May 12, 2020].
10.7†
— First Amendment to the Waste Management, Inc. Employee Stock Purchase Plan [incorporated by
reference to Exhibit 10.8 to Form 10-K for the year ended December 31, 2023].
10.8†
— Waste Management, Inc. 409A Deferral Savings Plan as Amended and Restated effective January 1,
2014 [incorporated by reference to Exhibit 10.2 to Form 10 - Q for the quarter ended March 31, 2014].
10.9
— $3.5 Billion Seventh Amended and Restated Revolving Credit Agreement dated as of May 8, 2024 by
and among Waste Management, Inc., Waste Management of Canada Corporation, WM Quebec Inc. and
Waste Management Holdings, Inc., certain banks party thereto, and Bank of America, N.A., as
administrative agent [incorporated by reference to Exhibit 10.1 to Form 8-K dated May 8, 2024].
10.10*
— Amendment No. 1 to Seventh Amended and Restated Revolving Credit Agreement dated as of
November 22, 2024.
10.11
— Commercial Paper Dealer Agreement, substantially in the form as executed with each of Mizuho
Securities USA LLC, BofA Securities, Inc., J.P. Morgan Securities LLC, MUFG Securities Americas
Inc., Wells Fargo Securities, LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC,
and Barclays Capital Inc. as Dealer [incorporated by reference to Exhibit 10.11 to Form 10 - K for
the year ended December 31, 2016].
10.12
— Commercial Paper Issuing and Paying Agent Agreement between Waste Management, Inc. and U.S.
Bank Trust Company, National Association dated October 28, 2022. [incorporated by reference to
Exhibit 10.11 to Form 10-K for the year ended December 31, 2022].
10.13†
— First Amended and Restated Employment Agreement between USA Waste-Management Resources,
LLC and James C. Fish, Jr. dated December 22, 2017 [incorporated by reference to Exhibit 10.2 to
Form 8-K dated December 22, 2017].
10.14†
— Compensation Relinquishment Agreement between USA Waste-Management Resources, LLC and
James C. Fish, Jr. [incorporated by reference to Exhibit 10.14 to Form 10-K for the year ended
December 31, 2023].
10.15†
— First Amendment to Compensation Relinquishment Agreement between USA Waste-Management
Resources, LLC and James C. Fish, Jr. [incorporated by reference to Exhibit 10.15 to Form 10-K for the
year ended December 31, 2023].
10.16†
— Employment Agreement between USA Waste-Management Resources, LLC and Devina A. Rankin
dated December 22, 2017 [incorporated by reference to Exhibit 10.3 to Form 8-K dated December 22,
2017].
10.17†
— First Amended and Restated Employment Agreement between USA Waste-Management Resources,
LLC and John J. Morris, Jr. [incorporated by reference to Exhibit 10.4 to Form 8-K dated December 22,
2017].
10.18†
— Employment Agreement between USA Waste-Management Resources, LLC and Charles C. Boettcher
dated December 22, 2017 [incorporated by reference to Exhibit 10.23 to Form 10-K for the year ended
December 31, 2017].
10.19†
— Form of Director and Executive Officer Indemnity Agreement [incorporated by reference to
Exhibit 10.43 to Form 10 - K for the year ended December 31, 2012].
150
10.20†
— Waste Management Holdings, Inc. Executive Severance Plan [incorporated by reference to Exhibit 10.1
to Form 8-K dated December 22, 2017].
10.21†
— Form of 2021 Long Term Incentive Compensation Award Agreement for Senior Leadership Team
[incorporated by reference to Exhibit 10.1 to Form 8-K dated February 23, 2021].
10.22†
— Form of 2021 Long Term Incentive Compensation RSU Award Agreement [incorporated by reference
to Exhibit 10.19 to Form 10-K for the year ended December 31, 2021].
10.23†
— Form of 2022 Long Term Incentive Compensation Award Agreement for Senior Leadership Team
[incorporated by reference to Exhibit 10.1 to Form 8-K dated March 1, 2022].
10.24†
— Form of 2022 Long Term Incentive Compensation RSU Award Agreement [incorporated by reference
to Exhibit 10.2 to Form 8-K dated March 1, 2022].
10.25†
— Form of 2023 Long Term Incentive Compensation Award Agreement for Senior Leadership Team
[incorporated by reference to Exhibit 10.1 to Form 8-K dated March 7, 2023].
10.26†
— Form of 2024 Long Term Incentive Compensation Award Agreement for Senior Leadership Team
[incorporated by reference to Exhibit 10.1 to Form 8-K dated March 1, 2024].
10.27†
— Form of 2024 Executive Officer Annual Incentive Award Agreement for Senior Leadership Team
[incorporated by reference to Exhibit 10.2 to Form 8-K dated March 1, 2024].
10.28†
— Form of 2024 Long Term Incentive Compensation Award Agreement for Leadership Tier (Chief
Accounting Officer) [incorporated by reference to Exhibit 10.3 to Form 10-Q for the quarter ended
March 31, 2024].
10.29†
— Form of 2024 Long Term Incentive Compensation Award Agreement RSU Award (U.S.)(Three-Year
Step Vest) [incorporated by reference to Exhibit 10.2 to Form 10-Q for the quarter ended September 30,
2024].
19.1*
— Insider Trading Policy.
21.1*
— Subsidiaries of the Registrant.
22.1*
— Guarantor Subsidiary.
23.1*
— Consent of Independent Registered Public Accounting Firm.
31.1*
— Certification Pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 of
James C. Fish, Jr., President and Chief Executive Officer.
31.2*
— Certification Pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934 of
Devina A. Rankin, Executive Vice President and Chief Financial Officer.
32.1**
— Certification Pursuant to 18 U.S.C. §1350 of James C. Fish, Jr., President and Chief Executive Officer.
32.2**
— Certification Pursuant to 18 U.S.C. §1350 of Devina A. Rankin, Executive Vice President and Chief
Financial Officer.
95*
— Mine Safety Disclosures.
97
— Waste Management, Inc. Clawback Policy [incorporated by refence to Exhibit 97 to Form 10-K for the
year ended December 31, 2023].
101.INS*
— Inline XBRL Instance.
101.SCH* — Inline XBRL Taxonomy Extension Schema.
101.CAL* — Inline XBRL Taxonomy Extension Calculation.
101.LAB* — Inline XBRL Taxonomy Extension Labels.
101.PRE* — Inline XBRL Taxonomy Extension Presentation.
101.DEF* — Inline XBRL Taxonomy Extension Definition.
104*
— Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
† Denotes management contract or compensatory plan or arrangement.
Item 16. Form 10-K Summary.
None.
151
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
WASTE MANAGEMENT, INC.
By:
/s/ JAMES C. FISH, JR.
James C. Fish, Jr.
President, Chief Executive Officer and Director
Date: February 19, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JAMES C. FISH, JR.
President, Chief Executive Officer and Director
February 19, 2025
James C. Fish, Jr.
(Principal Executive Officer)
/s/ DEVINA A. RANKIN
Executive Vice President and
February 19, 2025
Devina A. Rankin
Chief Financial Officer
(Principal Financial Officer)
/s/ JOHN CARROLL
Vice President and Chief Accounting Officer
February 19, 2025
John Carroll
(Principal Accounting Officer)
/s/ THOMAS L. BENÉ
Director
February 19, 2025
Thomas L. Bené
/s/ BRUCE E. CHINN
Director
February 19, 2025
Bruce E. Chinn
/s/ ANDRÉS R. GLUSKI
Director
February 19, 2025
Andrés R. Gluski
/s/ VICTORIA M. HOLT
Director
February 19, 2025
Victoria M. Holt
/s/ KATHLEEN M. MAZZARELLA
Chair of the Board and Director
February 19, 2025
Kathleen M. Mazzarella
/s/ SEAN E. MENKE
Director
February 19, 2025
Sean E. Menke
/s/ WILLIAM B. PLUMMER
Director
February 19, 2025
William B. Plummer
/s/ MARYROSE T. SYLVESTER
Director
February 19, 2025
Maryrose T. Sylvester
Corporate Information
(C) Management Development and
Compensation Committee
(N) Nominating and Governance
Committee
CORPORATE HEADQUARTERS
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, Texas 77002
Telephone: (713) 512-6200
WEB SITE
www.wm.com
INVESTOR RELATIONS
Security analysts, investment professionals,
and shareholders should direct inquiries to
Investor Relations at the corporate address
or call (713) 265-1656.
ANNUAL MEETING
The annual meeting of the stockholders of the
Company is scheduled to be held at 11:00 a.m. CT
May 13, 2025 at the offices of:
Waste Management, Inc.
800 Capitol Street, Suite 3000
Houston, Texas 77002
INDEPENDENT AUDITORS
Ernst & Young LLP
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
(713) 750-1500
COMPANY STOCK
The Company’s common stock is traded on
the New York Stock Exchange (NYSE)
under the symbol “WM.” The number of
holders of record of common stock based on
the transfer records of the Company at
March 13, 2025 was 7,017 Based on security
position listings, the Company believes that,
as of March 11, 2025, it had approximately
1,720,205 beneficial owners.
TRANSFER AGENT AND REGISTRAR
Computershare
Shareholder Services: (800) 969-1190
Shareholder Services - International: +1 (201) 680-6578
P.O. Box 43006
Providence, Rhode Island 02940
Overnight Delivery:
150 Royall Street, Suite 101
Canton, Massachusetts 02021
OFFICERS
JAMES C. FISH, JR.
President and Chief Executive Officer
CHARLES C. BOETTCHER
Executive Vice President and
Chief Legal Officer
RAFAEL E. CARRASCO
Senior Vice President, Enterprise Strategy;
President, WM Healthcare Solutions
CHRISTOPHER P. DESANTIS
Senior Vice President, Operations
TARA J. HEMMER
Senior Vice President and Chief
Sustainability Officer
JOHN J. MORRIS, JR.
Executive Vice President and
Chief Operating Officer
DEVINA A. RANKIN
Executive Vice President and
Chief Financial Officer
DONALD J. SMITH
Senior Vice President, Operations
KIMBERLY G. STITH
Senior Vice President and
Chief Human Resources Officer
JOHNSON VARKEY
Senior Vice President and
Chief Information Officer
MICHAEL J. WATSON
Senior Vice Preident and
Chief Customer Officer
JEFF R. BENNETT
Assistant Treasurer
JOHN A. CARROLL
Vice President and
Chief Accounting Officer
MARK A. LOCKETT
Vice President, Tax
LESLIE K. NAGY
Vice President and
Treasurer
CHARLES S. SCHWAGER
Vice President and
Chief Compliance and Ethics Officer
COURTNEY A. TIPPY
Vice President and Corporate Secretary
BOARD OF DIRECTORS
THOMAS L. BENÉ (C)
President and Chief Executive Officer
Breakthru Beverage Group, LLC
BRUCE E. CHINN (A)
Former President and Chief Executive Officer
Chevron Phillips Chemical Company LLC
JAMES C. FISH, JR.
President and Chief Executive Officer
Waste Management, Inc.
ANDRÉS R. GLUSKI (A, C)
President and Chief Executive Officer
The AES Corporation
VICTORIA M. HOLT (A, N)
Former President and Chief Executive Officer
Proto Labs, Inc.
KATHLEEN M. MAZZARELLA (A, C, N)
Non-Executive Chair of the Board
Chairman, President and
Chief Executive Officer
Graybar Electric Company, Inc.
SEAN E. MENKE (A, N)
Former Chief Executive Officer and Chairman
Sabre Corporation
WILLIAM B. PLUMMER (A, C)
Former Executive Vice President
and Chief Financial Officer
United Rentals, Inc.
MARYROSE T. SYLVESTER (C, N)
Former U.S. Managing Director
and U.S. Head of Electrification
ABB Ltd.
(A) Audit Committee
Cover: WM team member prepares a truck for refueling. WM's fleet includes more than 12,000 natural gas
trucks - the largest heavy-duty natural gas truck fleet in the industry in North America.
www.wm.com
800 Capitol Street - Suite 3000 - Houston, Texas 77002