What changed in this filing

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Item 1. Financial Statements

2025-10-28 compared with 2025-07-29 · 171 added, 150 removed, 527 unchanged (38% of the section changed)

3 unchanged sentences

(In Millions, Except Share and Par Value Amounts)

September 30,

Current assets:

41 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Operating revenues

18 unchanged sentences

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Consolidated net income

12 unchanged sentences

(In Millions)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

46 unchanged sentences

Income (Loss)

Three Months Ended June 30:

Balance, March 31, 2025

Three Months Ended September 30:

Balance, June 30, 2025

Consolidated net income

2 unchanged sentences

Equity-based compensation transactions, net

Balance, September 30, 2025

Balance, June 30, 2024

Balance, March 31, 2024

Consolidated net income

2 unchanged sentences

Equity-based compensation transactions, net

Common stock repurchase program

Adoption of new accounting standard

Balance, June 30, 2024

Balance, September 30, 2024

See Notes to Condensed Consolidated Financial Statements.

8 unchanged sentences

Income (Loss)

Six Months Ended June 30:

Nine Months Ended September 30:

Balance, December 31, 2024

3 unchanged sentences

Equity-based compensation transactions, net

Balance, June 30, 2025

Balance, September 30, 2025

Balance, December 31, 2023

5 unchanged sentences

Adoption of new accounting standard

Balance, June 30, 2024

Balance, September 30, 2024

See Notes to Condensed Consolidated Financial Statements.

17 unchanged sentences

and Canada and adds operations in parts of Western Europe.

These businesses provide regulated waste and compliance services and secure information destruction services that protect people and brands, promote health and well-being and safeguard the environment.

This business provides regulated waste and compliance services and secure information destruction services that protect people and brands, promote health and well-being and safeguard the environment.

Refer to Note 8 for further discussion.

6 unchanged sentences

Refer to Note 7 for further discussion.

The Condensed Consolidated Financial Statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 are unaudited.

The Condensed Consolidated Financial Statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 are unaudited.

In the opinion of management, these 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.

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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 Condensed Consolidated Balance Sheets.

As of June 30, 2025 and December 31, 2024, we had $ 224 million and $ 218 million, respectively, of deferred contract costs, of which $ 165 million and $ 154 million, respectively, were related to deferred sales incentives.

As of September 30, 2025 and December 31, 2024, we had $ 235 million and $ 218 million, respectively, of deferred contract costs, of which $ 173 million and $ 154 million, respectively, were related to deferred sales incentives.

Amounts for our operating lease right-of-use assets are recorded in other long-term assets and the current and long-term portion of our operating lease liabilities are reflected in accrued liabilities and other long-term liabilities, respectively, in our Condensed Consolidated Balance Sheets.

1 unchanged sentence

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.

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 and other receivables.

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;

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Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):

June 30, 2025

September 30, 2025

December 31, 2024

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Current (in accrued liabilities)

The changes to landfill and environmental remediation liabilities for the six months ended June 30, 2025 are reflected in the table below (in millions):

The changes to landfill and environmental remediation liabilities for the nine months ended September 30, 2025 are reflected in the table below (in millions):

Environmental

5 unchanged sentences

Acquisitions, divestitures and other adjustments

June 30, 2025

September 30, 2025

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.

1 unchanged sentence

See Note 14 for additional information related to these trusts.

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 June 30, 2025:

Commercial paper program (weighted average interest rate of 4.6 % as of June 30, 2025 and 4.7 % as of December 31, 2024)

Senior notes, maturing through 2054, interest rates ranging from 0.75 % to 7.75 % (weighted average interest rate of 4.2 % as of June 30, 2025 and December 31, 2024)

September 30,

Commercial paper program (weighted average interest rate of 4.3 % as of September 30, 2025 and 4.7 % as of December 31, 2024)

Senior notes, maturing through 2054, interest rates ranging from 0.75 % to 7.75 % (weighted average interest rate of 4.2 % as of September 30, 2025 and December 31, 2024)

Canadian senior notes, C$ 500 million maturing September 2026, interest rate of 2.6 %

Tax-exempt bonds, maturing through 2055, fixed and variable interest rates ranging from 0.70 % to 4.60 % (weighted average interest rate of 3.7 % as of June 30, 2025 and December 31, 2024)

Financing leases and other, maturing through 2082 (weighted average interest rate of 4.9 % as of June 30, 2025 and December 31, 2024) (a)

Tax-exempt bonds, maturing through 2055, fixed and variable interest rates ranging from 0.70 % to 4.60 % (weighted average interest rate of 3.5 % as of September 30, 2025 and December 31, 2024)

Financing leases and other, maturing through 2082 (weighted average interest rate of 4.8 % as of September 30, 2025 and 4.9 % as of December 31, 2024) (a)

Debt issuance costs, discounts and other

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Debt Classification

As of June 30, 2025, we had approximately $ 4.0 billion of debt maturing within the next 12 months, including (i) $ 1.5 billion of short-term borrowings under our commercial paper program (net of related discount on issuance);

(ii) $ 1.5 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities;

(iii) $ 500 million of 0.75 % senior notes that mature in November 2025 and (iv) $ 464 million of other debt with scheduled maturities within the next 12 months, including $ 298 million of tax-exempt bonds.

As of June 30, 2025, we have classified $ 3.0 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.

As of September 30, 2025, we had approximately $ 3.9 billion of debt maturing within the next 12 months, including (i) $ 1.5 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) $ 861 million of short-term borrowings under our commercial paper program (net of related discount on issuance);

(iii) $ 500 million of 0.75 % senior notes that mature in November 2025;

(iv) $ 223 million of 7.1 % senior notes that mature in August 2026;

(v) $ 359 million of 2.6 % Canadian senior notes that mature in September 2026 and (vi) $ 380 million of other debt with scheduled maturities within the next 12 months, including $ 188 million of tax-exempt bonds.

As of September 30, 2025, we have classified $ 3.0 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”), as discussed below.

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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 June 30, 2025, we had no outstanding borrowings under this facility.

We had $ 1.5 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 $ 1.8 billion as of June 30, 2025.

As of September 30, 2025, we had no outstanding borrowings under this facility.

We had $ 861 million of outstanding borrowings (net of related discount on issuance) under our commercial paper program and $ 227 million of letters of credit issued, both supported by the facility, leaving unused and available credit capacity of $ 2.4 billion as of September 30, 2025.

WM Holdings, a wholly-owned subsidiary of WMI, guarantees all of the obligations under the $ 3.5 billion revolving credit facility.

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The commercial paper program is fully supported by our $ 3.5 billion revolving credit facility.

As of June 30, 2025, we had $ 1.5 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.

Other Letter of Credit Lines — As of June 30, 2025, we had utilized $ 870 million of other uncommitted letter of credit lines with terms maturing through December 2028.

As of September 30, 2025, we had $ 861 million of outstanding borrowings (net of related discount on issuance) under our commercial paper program.

Other Letter of Credit Lines — As of September 30, 2025, we had utilized $ 887 million of other uncommitted letter of credit lines with terms maturing through December 2028.

Debt Borrowings and Repayments

Commercial Paper Program — During the six months ended June 30, 2025, we had cash borrowings of $ 9.0 billion (net of related discount on issuance) which were used for general corporate purposes and cash repayments of $ 8.7 billion.

Senior Notes — During the six months ended June 30, 2025, we repaid $ 422 million of 3.125 % senior notes upon maturity in March 2025.

Senior Notes Exchange Offer – On November 8, 2024, we issued approximately $ 485 million in aggregate principal amount of unregistered 3.875 % Senior Notes due 2029 (the “Restricted Notes”) in a private offer (the “SRCL Exchange Offer”) pursuant to which such notes were exchanged for notes of Stericycle.

We entered into a registration rights agreement (the “Registration Rights Agreement”) with the dealer managers of the SRCL Exchange Offer pursuant to which we were obligated to use commercially reasonable efforts to file with the SEC and cause to become effective a registration statement with respect to an offer to exchange the Restricted Notes for registered notes with terms that are substantially identical in all material respects to the Restricted Notes.

On June 25, 2025, we completed an offer to exchange the outstanding Restricted Notes for new notes registered pursuant to the Securities Act of 1933, as amended (the “Registered Notes”).

The terms of the Registered Notes are substantially identical in all material respects to the terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer.

Approximately $ 483 million in aggregate principal amount of the Restricted Notes, or 99 %, were tendered and accepted, and a like amount of new Registered Notes were issued.

The debt exchange is accounted for as a modification of debt, as the financial terms of the Registered Notes do not differ from the Restricted Notes, and there is no substantial difference between the present value of cash flows under each respective set of notes.

Tax-Exempt Bonds — We issued $ 130 million of tax-exempt bonds in the three months ended June 30, 2025.

Commercial Paper Program — During the nine months ended September 30, 2025, we made cash repayments of $ 15.1 billion, which were partially offset by $ 14.7 billion of cash borrowings (net of related discount on issuance).

Senior Notes — We repaid $ 422 million of 3.125 % senior notes upon maturity in March 2025.

Senior Notes Exchange Offer — On June 25, 2025, we completed an exchange offer pursuant to which we issued approximately $ 483 million in new notes (the “Registered Notes”) registered under the Securities Act of 1933, as amended, in exchange for a like amount of our outstanding unregistered 3.875 % Senior Notes due 2029 (the “Restricted Notes”).

This amount represented approximately 99 % of the $ 485 million aggregate principal amount of Restricted Notes that were originally issued on November 8, 2024, in a private offer in exchange for notes of Stericycle.

The terms of the Registered Notes are substantially identical in all material respects to the terms of the Restricted Notes, except that the Registered Notes are not subject to restrictions on transfer.

The debt exchange is accounted for as a modification of debt, as the

financial terms of the Registered Notes do not differ from the Restricted Notes, and there is no substantial difference between the present value of cash flows under each respective set of notes.

Tax-Exempt Bonds — We issued $ 252 million of tax-exempt bonds in the nine months ended September 30, 2025.

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 and recycling facility construction and development.

Our effective income tax rate was 21.7 % and 23.9 % for the three months ended June 30, 2025 and 2024, respectively.

The decrease in our effective income tax rate was primarily driven by the timing of amortization resulting from our investment in low-income housing investments and an increase in federal tax credits.

Our effective income tax rate was 20.5 % and 21.3 % for the six months ended June 30, 2025 and 2024, respectively.

The decrease in our effective income tax rate was primarily driven by federal tax credits.

In 2025, we also repaid $ 110 million of our tax-exempt bonds at their respective scheduled maturities with available cash on hand.

Financing Leases and Other — The increase in our financing leases and other debt obligations during the nine months ended September 30, 2025 is due to an increase of $ 208 million primarily related to non-cash financing leases, partially offset by $ 107 million of cash repayments of other debt at maturity.

Our effective income tax rate was 22.2 % and 21.0 % for the three and nine months ended September 30, 2025, respectively, compared to 23.6 % and 22.2 % for the three and nine months ended September 30, 2024, respectively.

The decrease in our effective income tax rate when comparing the three and nine months ended September 30, 2025 and 2024 was primarily driven by an increase in federal tax credits partially offset by unfavorable adjustments to accruals and related deferred taxes.

We evaluate our effective income tax rate at each interim period and adjust it as facts and circumstances warrant.

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We expect our new RNG facilities to qualify for federal tax credits and to realize those credits through 2026 under Section 48 of the Internal Revenue Code.

During the three and six months ended June 30, 2025, we recognized a reduction in our income tax expense of $ 43 million and $ 89 million, respectively, due to federal tax credits expected to be realized from our RNG investments compared with $ 37 million and $ 74 million, respectively, for the comparable prior year periods.

During the three and nine months ended September 30, 2025, we recognized a reduction in our income tax expense of $ 49 million and $ 138 million, respectively, due to federal tax credits expected to be realized from our RNG investments compared to $ 37 million and $ 111 million, respectively, for the comparable prior year periods.

Low-Income Housing — We have significant financial interests in entities established to invest in and manage low-income housing properties.

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.

The low-income housing investments qualify for federal tax credits that we expect to realize through 2036 under Section 42 and Section 45D of the Internal Revenue Code.

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 Condensed Consolidated Statements of Operations.

During the three and six months ended June 30, 2025, we recognized income tax expense of $ 25 million and $ 45 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 35 million and $ 62 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and six months ended June 30, 2025, we recognized interest expense of $ 8 million and $ 17 million, respectively, associated with our investments in low-income housing properties.

During the three and six months ended June 30, 2024, we recognized income tax expense of $ 37 million related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 22 million and $ 50 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and six months ended

June 30, 2024, we recognized interest expense of $ 5 million and $ 11 million, respectively, associated with our investments in low-income housing properties.

During the three and nine months ended September 30, 2025, we recognized income tax expense of $ 26 million and $ 71 million, respectively, related to amortization under the proportional amortization method and a reduction in our income tax expense of $ 37 million and $ 99 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and nine months ended September 30, 2025, we recognized interest expense of $ 8 million and $ 25 million, respectively, associated with our investments in low-income housing properties.

During the three and nine months ended September 30, 2024, we recognized income tax expense of $ 19 million and $ 56 million related to amortization under the proportional amortization method and a reduction in our income tax expense of $ 26 million and $ 76 million, respectively, primarily due to federal tax credits realized from these investments.

In addition, during the three and nine months ended September 30, 2024, we recognized interest expense of $ 5 million and

$ 16 million, respectively, associated with our investments in low-income housing properties.

See Note 14 for additional information related to these unconsolidated variable interest entities.

Adjustments to Accruals and Related Deferred Taxes — During the three and nine months ended September 30, 2025, we recognized income tax expense of $ 22 million due to certain adjustments to accruals and related deferred taxes primarily related to a change from our initial expectations of the federal tax credits expected to be realized from our RNG investments.

During the three and nine months ended September 30, 2024, there were immaterial adjustments to accruals and related deferred taxes.

Tax Legislation — On July 4, 2025, President Trump signed the One Big Beautiful Bill Act into law.

We are currently evaluating several business tax provisions in the legislation, none of which are expected to have a material impact on our effective tax rate.

However, we expect a beneficial impact to cash taxes related to bonus depreciation.

Earnings Per Share

Basic and diluted earnings per share for the three and six months ended June 30 were computed using the following common share data (shares in millions):

Basic and diluted earnings per share for the three and nine months ended September 30 were computed using the following common share data (shares in millions):

Three Months Ended

Six Months Ended

Nine Months Ended

September 30,

Number of common shares outstanding at end of period

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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 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.

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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.

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.

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No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets.

As of June 30, 2025, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including guarantees to cover the difference, if any, between the sale value and the guaranteed market or contractually-determined value of certain homeowner’s properties that are adjacent to or near 18 of our landfills.

As of September 30, 2025, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including guarantees to cover the difference, if any, between the sale value and the guaranteed market or contractually-determined value of certain homeowner’s properties that are adjacent to or near 18 of our landfills.

We have also agreed to indemnify certain third-party purchasers against liabilities associated with divested operations prior to such sale.

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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 $ 217 million recorded in the Condensed Consolidated Balance Sheet as of June 30, 2025.

If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 10 million higher than the $ 215 million recorded in the Condensed Consolidated Balance Sheet as of September 30, 2025.

Our ultimate responsibility may differ materially from current estimates.

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These adjustments could be material in any given period.

As of June 30, 2025, we had been notified by the government that we are a PRP in connection with 74 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or NPL.

Of the 74 sites at which claims have been made against us, 14 are sites we own.

As of September 30, 2025, we had been notified by the government that we are a PRP in connection with 74 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or 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.

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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.

In November 2024, MIMC and IPC publicly issued a proposed revised full remedial design.

The EPA’s comments were received in April 2025, and MIMC and IPC provided responses to those comments later that month.

Due to increases in the estimated costs of the remedy to address the EPA’s comments, in the fourth quarter of 2024 we recorded an additional $ 13 million liability for MIMC’s estimated potential share of such costs.

The recorded liability as of June 30, 2025, and December 31, 2024, was approximately $ 96 and $ 97 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.

In November 2024, MIMC and IPC publicly issued a proposed revised full remedial design that was approved by the EPA in September 2025.

The recorded liability as of September 30, 2025, and December 31, 2024, was approximately $ 101 million and $ 97 million, respectively.

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.

We are not aware of any matters in the second quarter of 2025 that are required to be disclosed pursuant to this standard.

We are not aware of any matters in the third quarter of 2025 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.

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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;

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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.

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 required Stericycle to self-report any potential violations of the anti-corruption laws through November 2025.

In April 2025, the DOJ filed, and the court granted, a motion for early termination of the DPA, and the deferred charges against Stericycle have been dismissed with prejudice.

This matter did not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

At the time of the acquisition, Stericycle was subject to the following legal matter, which is now a legal matter of our wholly-owned subsidiary.

On February 11, 2020, Stericycle received an administrative subpoena from the U.S.

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The amended complaint sought 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 of 1934, as amended, based on alleged misrepresentations and omissions concerning the anticipated time for completion of our acquisition of Advanced Disposal.

In July 2025, the parties filed a motion for preliminary approval of a settlement that is now pending court approval.

The proposed settlement will be covered by insurance, and we do not believe that the eventual outcome of this matter will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

In August 2025, the court granted preliminary approval of a settlement that will be covered by insurance, with a final approval hearing scheduled for December 2025.

We do not believe that the eventual outcome of this matter 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.

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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.

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.

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We expect to litigate any denial of the claim for refund.

As of June 30, 2025 and December 31, 2024, the IRS deposit, net of reserve for uncertain tax positions, was classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets.

As of September 30, 2025 and December 31, 2024, the IRS deposit, net of reserve for uncertain tax positions, was classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets.

Segment and Related Information

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We also provide additional services not managed through our five reportable segments, which are presented as Corporate and Other.

Summarized financial information concerning our reportable segments for the three and six months ended June 30 is shown in the following table (in millions):

Summarized financial information concerning our reportable segments for the three and nine months ended September 30 is shown in the following table (in millions):

Depreciation,

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Administrative

Operations(b)

Three Months Ended June 30:

Operations(c)

Three Months Ended September 30:

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

WM Healthcare Solutions

Corporate and Other(e)

Intercompany Elimination

Collection and Disposal(e)(f)(g)

Recycling Processing and Sales(e)

WM Renewable Energy(f)

WM Healthcare Solutions(g)(h)

Corporate and Other(f)

Intercompany Elimination(a)

Depreciation,

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Administrative

Operations(b)

Operations(c)

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

Corporate and Other(e)

Intercompany Elimination

Collection and Disposal(e)(f)

Recycling Processing and Sales(e)

WM Renewable Energy(f)

Corporate and Other(f)

Intercompany Elimination(a)

Depreciation,

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Administrative

Operations(b)

Six Months Ended June 30:

Operations(c)

Nine Months Ended September 30:

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

WM Healthcare Solutions

Corporate and Other(e)

Intercompany Elimination

Collection and Disposal(e)(f)(g)

Recycling Processing and Sales(e)

WM Renewable Energy(f)

WM Healthcare Solutions(g)(h)

Corporate and Other(f)

Intercompany Elimination(a)

Depreciation,

1 unchanged sentence

Administrative

Operations(b)

Operations(c)

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

Corporate and Other(e)

Intercompany Elimination

(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments.

Collection and Disposal(e)(f)

Recycling Processing and Sales(e)

WM Renewable Energy(f)

Corporate and Other(f)

Intercompany Elimination(a)

(a) Includes each segment’s intercompany activity, including transactions 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) 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 1.

(b) Other net expenses include restructuring expenses, (gain) loss from divestitures, and asset impairments and unusual items, net.

(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 1.

(d) Includes non-cash items.

Additionally, our Corporate and Other business recognizes construction work in progress for fleet purchases during the period.

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 as well as amounts transferred from Corporate and Other for fleet placed in service.

(d) Certain fees related to the processing of recyclable material we collect are included within our Collection and Disposal businesses.

The amounts in income from operations for the three and six months ended June 30, 2025 are $ 20 million and $ 40 million, respectively.

The amounts in income from operations for three and six months ended June 30, 2024, are $ 26 million and $ 48 million, respectively.

(e) 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 three and six months ended June 30, 2025 are $ 17 million and $ 31 million, respectively.

respectively.

(e) Certain fees related to the processing of recyclable material we collect are included within our Collection and Disposal businesses.

The amounts in income from operations for the three and nine months ended September 30, 2025 are $ 19 million and $ 59 million, respectively.

The amounts in income from operations for three and nine months ended September 30, 2024, are $ 29 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 three and nine months ended September 30, 2025 are $ 17 million and $ 48 million, respectively.

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 three and nine months ended September 30, 2024 are $ 13 million and $ 34 million, respectively.

Prior to the fourth 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.

(f) Other net expenses include restructuring expenses, (gain) loss from divestitures, and asset impairments and unusual items, net.

(g) Our Collection and Disposal business records intercompany operating revenue for collection and disposal services provided to WM Healthcare Solutions.

The total amount of intercompany operating revenues reflected in our Collection and Disposal businesses and in operating expenses for WM Healthcare Solutions for the three and nine months ended September 30, 2025 are $ 16 million and $ 36 million, respectively.

(h) In the third quarter of 2025, as a result of continued integration efforts and to enhance transparency and accountability, the Company began reflecting intra-segment activity within the WM Healthcare Solutions segment.

These charges were designed to measure profitability at more granular levels of the enterprise and to facilitate clearer financial accountability within operating units.

Accordingly, adjustments to the nine months ended September 30, 2025 were made to properly reflect the year to date intra-segment activity.

Intra-segment operating revenues and operating expenses within WM Healthcare Solutions for the three and nine months ended September 30, 2025 are $ 108 million and $ 315 million, respectively.

Total assets by reportable segment are presented in the table below as follows (in millions):

September 30,

Collection and Disposal:

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Total assets, per Condensed Consolidated Balance Sheet

The mix of operating revenues from our major lines of business for the three and six months ended June 30 are as follows (in millions):

The mix of operating revenues from our major lines of business for the three and nine months ended September 30 are as follows (in millions):

Revenues (a)(b)

Three Months Ended June 30:

Three Months Ended September 30:

Other collection

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Revenues (a)(b)

Six Months Ended June 30:

Nine Months Ended September 30:

Other collection

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Corporate and Other

(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments.

(a) Includes each segment’s intercompany activity, including transactions 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.

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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.

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.

Acquisitions and Divestitures

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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).

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 accrued expenses, contingent liabilities, deferred taxes and goodwill (including key assumptions, inputs and estimates).

Goodwill of $ 3.8 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.

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Substantially all of the goodwill is not deductible for income tax purposes.

The following table shows the preliminary purchase price allocation as of the date acquired and adjustments to June 30, 2025 (in millions):

The following table shows the preliminary purchase price allocation as of the date acquired and adjustments to September 30, 2025 (in millions):

November 4, 2024

June 30, 2025

September 30, 2025

Cash and cash equivalents

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See “Divestitures” below for additional information.

The preliminary allocation of $ 3,465 million for other intangible assets includes $ 2,279 million for customer relationships with a weighted average amortization period of 15 years , $ 610 million for indefinite lived trade names, $ 319 million for indefinite lived permits, $ 114 million for finite lived trade names with a weighted average amortization period of 2.9 years, $ 138 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 preliminary allocation of $ 3,482 million for other intangible assets includes (i) $ 2,296 million for customer relationships with a weighted average amortization period of 15 years ;

(ii) $ 610 million for indefinite lived trade names;

(iii) $ 319 million for indefinite lived permits;

(iv) $ 114 million for finite lived trade names with a weighted average amortization period of 2.9 years;

(v) $ 138 million for enterprise resource planning software with a weighted average amortization period of 4.7 years and (vi) $ 5 million for developed technology with an amortization period of 17 years .

2025 Acquisitions

During the six months ended June 30, 2025, we completed solid waste and recycling acquisitions with total consideration of $ 411 million, which included $ 370 million in net cash paid and $ 41 million of other consideration, specifically purchase price holdbacks.

During the nine months ended September 30, 2025, we completed solid waste and recycling acquisitions with total consideration of $ 442 million, which included $ 399 million in net cash paid and $ 43 million of other consideration, specifically purchase price holdbacks.

In addition, we paid $ 8 million of holdbacks related to prior year acquisitions.

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As the fair value of consideration transferred was equal to the carrying value of the divested subsidiaries, no gain or loss was recognized.

Restructuring

During the three and nine months ended September 30, 2025, we recognized $ 14 million and $ 39 million of pre-tax restructuring charges, primarily related to employee costs associated with the integration of Stericycle as well as employee retention and severance costs incurred to support automation at our recycling facilities and in certain back-office functions.

(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net

(Gain) loss from divestitures, asset impairments and unusual items, net for the three and six months ended June 30, 2025, primarily relates to a $ 16 million goodwill impairment charge to a business engaged in oil recovery and sludge processing services.

(Gain) loss from divestitures, asset impairments and unusual items, net for the three months ended September 30, 2025 includes (i) a $ 152 million impairment charge related to the decision to temporarily suspend the operations of a business engaged in accelerating plastic film and wrap recycling capabilities within our Recycling Processing and Sales segment resulting from significant deterioration of market pricing and demand for post-consumer plastics;

(ii) a $ 45 million impairment charge related to the decision to accelerate the closure of a landfill within our East Tier and (iii) an $ 11 million negotiated payment for early termination of a contract in our WM Renewable Energy segment.

The nine months ended September 30, 2025 also includes a $ 16 million goodwill impairment charge related to a business engaged in oil recovery and sludge processing services.

This charge is reflected in Other Ancillary within our Collection and Disposal businesses.

(Gain) loss from divestitures, asset impairments and unusual items, net for the three and six months ended June 30, 2024 primarily relates to 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.

(Gain) loss from divestitures, asset impairments and unusual items, net for the three months ended September 30, 2024 primarily relates to 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 November 2024 acquisition of Stericycle.

The nine months ended September 30, 2024 included 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.

This charge is reflected in our Corporate and Other measures within our segment reporting.

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Net current period other comprehensive income (loss)

Balance, June 30, 2025

Balance, September 30, 2025

Common Stock Repurchase Program

The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board of Directors.

There were no common stock repurchases during the six months ended June 30, 2025.

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.

The Company may repurchase shares of its common stock as part of capital allocation programs authorized by our Board of Directors.

There were no common stock repurchases during the nine months ended September 30, 2025.

As a result of the incremental debt incurred to fund 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.

Fair Value Measurements

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Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):

September 30,

Quoted prices in active markets (Level 1):

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Fair Value of Debt

As of June 30, 2025 and December 31, 2024, the carrying value of our debt was $ 24.0 billion and $ 23.9 billion, respectively.

The estimated fair value of our debt was approximately $ 23.4 billion and $ 22.9 billion as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025 and December 31, 2024, the carrying value of our debt was $ 23.4 billion and $ 23.9 billion, respectively.

The estimated fair value of our debt was approximately $ 23.0 billion and $ 22.9 billion as of September 30, 2025 and December 31, 2024, 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.

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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 June 30, 2025 and December 31, 2024.

The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of September 30, 2025 and December 31, 2024.

These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented.

See Note 8 for information related to the nonrecurring fair value measurement of assets and liabilities acquired in connection with our acquisition of Stericycle.

See Note 9 for information related to our nonrecurring fair value measurements.

See Note 10 for information related to our nonrecurring Level 3 fair value measurements.

Variable Interest Entities

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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 $ 660 million and $ 707 million as of June 30, 2025 and December 31, 2024, respectively.

The debt balance related to our investments in low-income housing properties was $ 640 million and $ 670 million as of June 30, 2025 and December 31, 2024, respectively.

Our aggregate investment balance in these entities was $ 636 million and $ 707 million as of September 30, 2025 and December 31, 2024, respectively.

The debt balance related to our investments in low-income housing properties was $ 635 million and $ 670 million as of September 30, 2025 and December 31, 2024, respectively.

Additional information related to these investments is discussed in Note 4.

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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 other long-term assets in our Condensed Consolidated Balance Sheets, as appropriate.

These amounts are recorded in other receivables, investments in unconsolidated entities and other long-term assets in our

Condensed 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 $ 117 million and $ 111 million as of June 30, 2025 and December 31, 2024, respectively.

Our investments and receivables related to these trusts had an aggregate carrying value of $ 121 million and $ 111 million as of September 30, 2025 and December 31, 2024, respectively.

Consolidated Variable Interest Entities — Trust funds for which we are the sole beneficiary are consolidated because we are the primary beneficiary.

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Unrealized gains and losses on available-for-sale securities held by these trusts are recorded as a component of accumulated other comprehensive income (loss).

These trusts had a fair value of $ 135 million and $ 128 million as of June 30, 2025 and December 31, 2024, respectively.

These trusts had a fair value of $ 138 million and $ 128 million as of September 30, 2025 and December 31, 2024, respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements