Item 1. Financial Statements
Item 1. Financial Statements.
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Par Value Amounts)
June 30,
December 31,
2022
2021
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
894
$
118
Accounts receivable, net of allowance for doubtful accounts of $ 26 and $ 25 , respectively
2,494
2,278
Other receivables, net of allowance for doubtful accounts of $ 7 and $ 8 , respectively
171
268
Parts and supplies
159
135
Other assets
269
270
Total current assets
3,987
3,069
Property and equipment, net of accumulated depreciation and amortization of $ 21,127 and $ 20,537 , respectively
14,382
14,419
Goodwill
9,022
9,028
Other intangible assets, net
834
898
Restricted funds
397
348
Investments in unconsolidated entities
607
432
Other assets
899
903
Total assets
$
30,128
$
29,097
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
1,382
$
1,375
Accrued liabilities
1,493
1,428
Deferred revenues
616
571
Current portion of long-term debt
231
708
Total current liabilities
3,722
4,082
Long-term debt, less current portion
14,046
12,697
Deferred income taxes
1,632
1,694
Landfill and environmental remediation liabilities
2,426
2,373
Other liabilities
1,110
1,125
Total liabilities
22,936
21,971
Commitments and contingencies (Note 6)
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
5,257
5,169
Retained earnings
12,563
12,004
Accumulated other comprehensive income (loss)
( 17 )
17
Treasury stock at cost, 217,005,817 and 214,158,636 shares, respectively
( 10,619 )
( 10,072 )
Total Waste Management, Inc. stockholders’ equity
7,190
7,124
Noncontrolling interests
2
2
Total equity
7,192
7,126
Total liabilities and equity
$
30,128
$
29,097
See Notes to Condensed Consolidated Financial Statements.
2
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except per Share Amounts)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Operating revenues
$
5,027
$
4,476
$
9,688
$
8,588
Costs and expenses:
Operating
3,142
2,736
6,045
5,250
Selling, general and administrative
487
445
978
903
Depreciation and amortization
508
500
990
972
Restructuring
—
4
—
5
(Gain) loss from divestitures, asset impairments and unusual items, net
—
—
17
17
4,137
3,685
8,030
7,147
Income from operations
890
791
1,658
1,441
Other income (expense):
Interest expense, net
( 93 )
( 98 )
( 178 )
( 195 )
Loss on early extinguishment of debt
—
( 220 )
—
( 220 )
Equity in net losses of unconsolidated entities
( 17 )
( 11 )
( 32 )
( 20 )
Other, net
( 4 )
( 6 )
( 1 )
( 5 )
( 114 )
( 335 )
( 211 )
( 440 )
Income before income taxes
776
456
1,447
1,001
Income tax expense
189
105
346
229
Consolidated net income
587
351
1,101
772
Less: Net income (loss) attributable to noncontrolling interests
—
—
1
—
Net income attributable to Waste Management, Inc.
$
587
$
351
$
1,100
$
772
Basic earnings per common share
$
1.42
$
0.83
$
2.65
$
1.83
Diluted earnings per common share
$
1.41
$
0.83
$
2.64
$
1.82
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Millions)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Consolidated net income
$
587
$
351
$
1,101
$
772
Other comprehensive income (loss), net of tax:
Derivative instruments, net
2
6
3
7
Available-for-sale securities, net
( 7 )
3
( 20 )
( 2 )
Foreign currency translation adjustments
( 27 )
13
( 17 )
26
Post-retirement benefit obligations, net
—
—
—
—
Other comprehensive income (loss), net of tax
( 32 )
22
( 34 )
31
Comprehensive income
555
373
1,067
803
Less: Comprehensive income (loss) attributable to noncontrolling interests
—
—
1
—
Comprehensive income attributable to Waste Management, Inc.
$
555
$
373
$
1,066
$
803
See Notes to Condensed Consolidated Financial Statements.
3
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
Six Months Ended
June 30,
2022
2021
Cash flows from operating activities:
Consolidated net income
$
1,101
$
772
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization
990
972
Deferred income tax (benefit) expense
( 64 )
( 67 )
Interest accretion on landfill and environmental remediation liabilities
55
53
Provision for bad debts
24
17
Equity-based compensation expense
51
45
Net gain on disposal of assets
( 10 )
( 12 )
(Gain) loss from divestitures, asset impairments and other, net
17
17
Equity in net losses of unconsolidated entities, net of dividends
32
22
Loss on early extinguishment of debt
—
220
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables
( 88 )
( 24 )
Other current assets
( 26 )
( 22 )
Other assets
36
9
Accounts payable and accrued liabilities
250
213
Deferred revenues and other liabilities
( 63 )
( 52 )
Net cash provided by operating activities
2,305
2,163
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired
( 10 )
( 10 )
Capital expenditures
( 968 )
( 666 )
Proceeds from divestitures of businesses and other assets, net of cash divested
11
17
Other, net
( 133 )
( 49 )
Net cash used in investing activities
( 1,100 )
( 708 )
Cash flows from financing activities:
New borrowings
5,360
1,707
Debt repayments
( 4,683 )
( 2,326 )
Premiums and other paid on early extinguishment of debt
—
( 211 )
Common stock repurchase program
( 520 )
( 500 )
Cash dividends
( 544 )
( 489 )
Exercise of common stock options
21
41
Tax payments associated with equity-based compensation transactions
( 35 )
( 28 )
Other, net
( 6 )
( 4 )
Net cash used in financing activities
( 407 )
( 1,810 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
1
4
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
799
( 351 )
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period
194
648
Cash, cash equivalents and restricted cash and cash equivalents at end of period
$
993
$
297
Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of period:
Cash and cash equivalents
$
894
$
148
Restricted cash and cash equivalents included in other current assets
30
56
Restricted cash and cash equivalents included in restricted funds
69
93
Cash, cash equivalents and restricted cash and cash equivalents at end of period
$
993
$
297
See Notes to Condensed Consolidated Financial Statements.
4
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Millions, Except Shares in Thousands)
(Unaudited)
Waste Management, Inc. Stockholders’ Equity
Accumulated
Additional
Other
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Noncontrolling
Total
Shares
Amounts
Capital
Earnings
Income (Loss)
Shares
Amounts
Interests
Three Months Ended June 30:
2022
Balance, March 31, 2022
$
7,146
630,282
$
6
$
5,178
$
12,247
$
15
( 215,102 )
$
( 10,302 )
$
2
Consolidated net income
587
—
—
—
587
—
—
—
—
Other comprehensive income (loss), net of tax
( 32 )
—
—
—
—
( 32 )
—
—
—
Cash dividends declared of $ 0.65 per common share
( 269 )
—
—
—
( 269 )
—
—
—
—
Equity-based compensation transactions, net
34
—
—
29
( 2 )
—
141
7
—
Common stock repurchase program
( 274 )
—
—
50
—
—
( 2,046 )
( 324 )
—
Other, net
—
—
—
—
—
—
1
—
—
Balance, June 30, 2022
$
7,192
630,282
$
6
$
5,257
$
12,563
$
( 17 )
( 217,006 )
$
( 10,619 )
$
2
2021
Balance, March 31, 2021
$
7,429
630,282
$
6
$
5,071
$
11,337
$
48
( 208,201 )
$
( 9,035 )
$
2
Consolidated net income
351
—
—
—
351
—
—
—
—
Other comprehensive income (loss), net of tax
22
—
—
—
—
22
—
—
—
Cash dividends declared of $ 0.575 per common share
( 242 )
—
—
—
( 242 )
—
—
—
—
Equity-based compensation transactions, net
44
—
—
33
( 2 )
—
310
13
—
Common stock repurchase program
( 250 )
—
—
—
—
—
( 1,576 )
( 250 )
—
Other, net
—
—
—
—
—
—
—
—
—
Balance, June 30, 2021
$
7,354
630,282
$
6
$
5,104
$
11,444
$
70
( 209,467 )
$
( 9,272 )
$
2
See Notes to Condensed Consolidated Financial Statements.
5
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ─ (Continued)
(In Millions, Except Shares in Thousands)
(Unaudited)
Waste Management, Inc. Stockholders’ Equity
Accumulated
Additional
Other
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Noncontrolling
Total
Shares
Amounts
Capital
Earnings
Income (Loss)
Shares
Amounts
Interests
Six Months Ended June 30:
2022
Balance, December 31, 2021
$
7,126
630,282
$
6
$
5,169
$
12,004
$
17
( 214,159 )
$
( 10,072 )
$
2
Consolidated net income
1,101
—
—
—
1,100
—
—
—
1
Other comprehensive income (loss), net of tax
( 34 )
—
—
—
—
( 34 )
—
—
—
Cash dividends declared of $ 1.30 per common share
( 544 )
—
—
—
( 544 )
—
—
—
—
Equity-based compensation transactions, net
68
—
—
18
3
—
1,003
47
—
Common stock repurchase program
( 524 )
—
—
70
—
—
( 3,852 )
( 594 )
—
Other, net
( 1 )
—
—
—
—
—
2
—
( 1 )
Balance, June 30, 2022
$
7,192
630,282
$
6
$
5,257
$
12,563
$
( 17 )
( 217,006 )
$
( 10,619 )
$
2
2021
Balance, December 31, 2020
$
7,454
630,282
$
6
$
5,129
$
11,159
$
39
( 207,481 )
$
( 8,881 )
$
2
Consolidated net income
772
—
—
—
772
—
—
—
—
Other comprehensive income (loss), net of tax
31
—
—
—
—
31
—
—
—
Cash dividends declared of $ 1.15 per common share
( 489 )
—
—
—
( 489 )
—
—
—
—
Equity-based compensation transactions, net
86
—
—
25
2
—
1,399
59
—
Common stock repurchase program
( 500 )
—
—
( 50 )
—
—
( 3,385 )
( 450 )
—
Other, net
—
—
—
—
—
—
—
—
—
Balance, June 30, 2021
$
7,354
630,282
$
6
$
5,104
$
11,444
$
70
( 209,467 )
$
( 9,272 )
$
2
See Notes to Condensed Consolidated Financial Statements.
6
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 12. 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., 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 residential, commercial, industrial and municipal 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, and recycling and resource recovery services. Through our subsidiaries and our WM Renewable Energy business, 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 for our natural gas fleet.
In 2021, our senior management began evaluating, overseeing and managing the financial performance of our Solid Waste operations through two operating segments. 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. Each of our Solid Waste operating segments provides integrated environmental services, including collection, transfer, recycling, and disposal. We finalized the assessment of our segments during the fourth quarter of 2021. The East and West Tiers are presented in this report and constitute our existing Solid Waste business. We also provide additional services that are not managed through our Solid Waste business, which are presented in this report as “Other.” Additional information related to our segments is included in Note 7.
The Condensed Consolidated Financial Statements as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 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. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
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. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.
7
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 or transfer stations, or recycling commodities are collected or delivered as product. We bill for certain services prior to performance. Such services include, among others, certain commercial and residential contracts, and equipment rentals. These advance billings are included in deferred revenues and recognized as revenue in the period service is provided. 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 Condensed Consolidated Balance Sheets. As of June 30, 2022 and December 31, 2021, we had $ 177 million and $ 175 million, respectively, of deferred contract costs, of which $ 132 million and $ 126 million, respectively, was related to deferred sales incentives.
Leases
Amounts for our operating lease right-of-use assets are recorded in long-term other assets in our Condensed Consolidated Balance Sheets. 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. Amounts for our financing leases are recorded in property and equipment, net of accumulated depreciation, and current or long-term debt in our Condensed Consolidated Balance Sheets, as appropriate.
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 our 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.
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.
8
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
2. Landfill and Environmental Remediation Liabilities
Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):
June 30, 2022
December 31, 2021
Environmental
Environmental
Landfill
Remediation
Total
Landfill
Remediation
Total
Current (in accrued liabilities)
$
135
$
29
$
164
$
137
$
29
$
166
Long-term
2,244
182
2,426
2,189
184
2,373
$
2,379
$
211
$
2,590
$
2,326
$
213
$
2,539
The changes to landfill and environmental remediation liabilities for the six months ended June 30, 2022 are reflected in the table below (in millions):
Environmental
Landfill
Remediation
December 31, 2021
$
2,326
$
213
Obligations incurred and capitalized
56
—
Obligations settled
( 43 )
( 12 )
Interest accretion
54
1
Revisions in estimates and interest rate assumptions (a) (b)
( 13 )
9
Acquisitions, divestitures and other adjustments
( 1 )
—
June 30, 2022
$
2,379
$
211
(a) The amount reported for our landfill liabilities includes decreases related to revisions in estimated costs and timing of capping, closure and post-closure liabilities.
(b) The amount reported for our environmental remediation liabilities includes a $ 17 million charge 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 6. Partially offsetting this charge was a decrease of $ 11 million due to an increase from 1.50 % at December 31, 2021 to 3.00 % at June 30, 2022 in the risk-free discount rate used to measure these liabilities.
At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds accounts for purposes of settling final capping, closure, post-closure and environmental remediation obligations. Generally, these trust funds are established to comply with statutory requirements and operating agreements. See Note 12 for additional information related to these trusts.
9
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
3. Debt
The following table summarizes the major components of debt as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of June 30, 2022:
June 30,
December 31,
2022
2021
Commercial paper program (weighted average interest rate of 0.4 % as of June 30, 2022 and December 31, 2021)
$
1,006
$
1,778
Term Loan maturing May 2024, interest rate of 2.3 % as of June 30, 2022
1,000
—
Senior notes, maturing through 2050, interest rates ranging from 0.75 % to 7.75 % (weighted average interest rate of 3.2 % as of June 30, 2022 and 3.1 % as of December 31, 2021)
8,626
8,126
Canadian senior notes, C$ 500 million maturing September 2026, interest rate of 2.6 %
388
395
Tax-exempt bonds, maturing through 2048, fixed and variable interest rates ranging from 0.3 % to 4.3 % (weighted average interest rate of 1.8 % as of June 30, 2022 and 1.4 % as of December 31, 2021)
2,619
2,619
Financing leases and other, maturing through 2085, weighted average interest rate of 4.7 % as of June 30, 2022 and 4.5 % as of December 31, 2021 (a)
723
567
Debt issuance costs, discounts and other
( 85 )
( 80 )
14,277
13,405
Current portion of long-term debt
231
708
$
14,046
$
12,697
(a) Excluding our landfill financing leases, the maturities of our financing leases and other debt obligations extend through 2059 .
Debt Classification
As of June 30, 2022, we had approximately $ 2.4 billion of debt maturing within the next 12 months, including (i) $ 1.0 billion of short-term borrowings under our commercial paper program (net of related discount on issuance); (ii) $ 625 million 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 2.4 % senior notes that mature in May 2023 and (iv) $ 226 million of other debt with scheduled maturities within the next 12 months, including $ 111 million of tax-exempt bonds. As of June 30, 2022, we have classified $ 2.1 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. The remaining $ 231 million of debt maturing in the next 12 months is classified as current obligations.
Additionally, as of June 30, 2022, we also had $ 54 million of variable-rate tax-exempt bonds with long-term scheduled maturities which are supported by letters of credit under our $3.5 billion revolving credit facility. The interest rates on our variable-rate tax-exempt bonds reset on a weekly basis through a remarketing process. All recent tax-exempt bond remarketings have successfully placed Company bonds with investors at market-driven rates and we currently expect future remarketings to be successful. However, if the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we have the availability under our $3.5 billion revolving credit facility to fund these bonds until they are remarketed successfully. Accordingly, we have classified the $54 million of variable-rate tax-exempt bonds with maturities of more than one year as long-term in our Condensed Consolidated Balance Sheet.
10
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Access to and Utilization of Credit Facilities and Commercial Paper Program
$3.5 Billion Revolving Credit Facility — In May 2022, we amended and restated our $ 3.5 billion U.S. and Canadian revolving credit facility extending the term through May 2027. 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, 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 or to support our commercial paper program. The interest rates we pay on outstanding U.S. or Canadian loans are generally based on a secured overnight financing rate administered by the Federal Reserve Bank of New York (“SOFR”) or the Canadian Dollar Offered Rate (“CDOR”), respectively, plus a spread depending on WMI’s senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s Global Ratings. The spread above SOFR or CDOR can range from 0.585 % to 1.025 % per annum, plus a credit adjustment spread of 0.10% per annum on SOFR-based rates (the “SOFR Credit Adjustment Spread”) to account for the transition from the use of LIBOR to SOFR in such rate calculations. 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, 2022, we had no outstanding borrowings under this facility. We had $ 166 million of letters of credit issued and $ 1.0 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program, both supported by the facility, leaving unused and available credit capacity of $ 2.3 billion as of June 30, 2022.
Pursuant to the terms of the $3.5 billion revolving credit facility, and as a mechanism to align our environmental, social and governance (“ESG”) focus and strategy across external and internal stakeholders, the Company, in consultation with one or more banks selected by the Company to be the sustainability coordinator under the applicable credit agreement (the “Sustainability Coordinator”), has the ability to establish specified key performance indicators (“KPIs”) with respect to certain ESG targets of the Company and its subsidiaries. The Sustainability Coordinator, the Company and the administrative agent may amend the credit agreement, unless such amendment is objected to by banks holding more than 50% of the commitments under such credit agreement, solely for the purpose of incorporating the KPIs so that certain adjustments to the otherwise applicable fees or interest rates may be made based on our performance against the KPIs.
$1.0 Billion, Two-Year, Term Credit Agreement — In May 2022, we entered into a $ 1.0 billion, two-year , U.S. term credit agreement (“Term Loan”) to be used for general corporate purposes. The interest rate we pay on our outstanding balance is generally based on SOFR, plus a spread depending on WMI’s senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s Global Ratings. The spread above SOFR can range from 0.50 % to 0.90 % per annum, plus the SOFR Credit Adjustment Spread. As discussed above with respect to our $3.5 billion revolving credit facility, the Term Loan also permits the Company to pursue an amendment of the credit agreement to incorporate certain ESG KPIs and related adjustments to applicable fees or interest rates based on performance against the KPIs. As of June 30, 2022, we had $ 1.0 billion of outstanding borrowings under our Term Loan. WM Holdings also guarantees all of the obligations under the Term Loan.
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 June 30, 2022, we had $ 1.0 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.
Other Letter of Credit Lines — As of June 30, 2022, we had utilized $ 767 million of other uncommitted letter of credit lines with terms maturing through June 2023.
11
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Debt Borrowings and Repayments
Commercial Paper Program — During the six months ended June 30, 2022, we made cash repayments of $ 4.1 billion, which were partially offset by $ 3.4 billion of cash borrowings (net of related discount on issuance).
Term Loan — In May 2022, we borrowed $ 1.0 billion under our Term Loan to be used for general corporate purposes.
Senior Notes — In May 2022, WMI issued $ 1.0 billion of 4.15 % senior notes due April 15, 2032, the net proceeds of which were $ 992 million. We used the net proceeds to redeem our $ 500 million of 2.9 % senior notes due September 2022 in advance of their scheduled maturity, to repay a portion of outstanding borrowings under our commercial paper program and for general corporate purposes.
Financing Leases and Other — The increase in our financing leases and other debt obligations during the six months ended June 30, 2022 is primarily related to our new federal low-income housing investment discussed in Note 4, which increased our debt obligations by $ 183 million. The increase in our debt obligations was partially offset by $ 42 million of cash repayments of debt at maturity.
4. Income Taxes
Our effective income tax rate was 24.3 % and 23.9 % for the three and six months ended June 30, 2022, respectively, compared with 22.9 % and 22.8 % for the three and six months ended June 30, 2021, respectively.
The increase in our effective income tax rate when comparing the three and six months ended June 30, 2022 and 2021 was primarily driven by an increase in pre-tax income in 2022 resulting in a decreased rate benefit from federal tax credits. We evaluate our effective income tax rate at each interim period and adjust it as facts and circumstances warrant.
Investments Qualifying for Federal Tax Credits — We have significant financial interests in entities established to invest in and manage low-income housing properties. In February 2022, 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 $ 253 million, comprised of a $ 183 million note payable discussed in Note 3, an initial cash payment of $ 28 million and $ 42 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 Condensed Consolidated Balance Sheet by $ 211 million, representing the principal balance of the note and the initial cash investment. 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 2033 under Section 42 or Section 45D of the Internal Revenue Code.
We account 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 losses of unconsolidated entities, within our Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2022, we recognized $ 17 million and $ 31 million, respectively, of net losses for these investments. We also recognized a reduction in our income tax expense for the three and six months ended June 30, 2022 of $ 25 million and $ 48 million, respectively, 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 three and six months ended June 30, 2022, we recognized interest expense of $ 4 million and $ 6 million, respectively, associated with our investments in low-income housing properties.
During the three and six months ended June 30, 2021, we recognized $ 12 million and $ 21 million, respectively, of net losses for these investments. We also recognized a reduction in our income tax expense for the three and six months ended June 30, 2021 of $ 16 million and $ 32 million, respectively, 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 three and six months ended June 30, 2021,
12
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
we recognized interest expense of $ 3 million and $ 5 million, respectively, associated with our investments in low-income housing properties. See Note 12 for additional information related to these unconsolidated variable interest entities.
Equity-Based Compensation — We recognized excess tax benefits related to the vesting or exercise of equity-based compensation awards resulting in reductions in income tax expense of $ 2 million and $ 12 million for the three and six months ended June 30, 2022, compared to $ 2 million and $ 11 million, for the comparable prior year periods.
5. Earnings Per Share
Basic and diluted earnings per share were computed using the following common share data (shares in millions):
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Number of common shares outstanding at end of period
413.3
420.8
413.3
420.8
Effect of using weighted average common shares outstanding
1.1
0.8
1.7
1.5
Weighted average basic common shares outstanding
414.4
421.6
415.0
422.3
Dilutive effect of equity-based compensation awards and other contingently issuable shares
2.0
2.0
2.0
1.7
Weighted average diluted common shares outstanding
416.4
423.6
417.0
424.0
Potentially issuable shares
5.8
6.1
5.8
6.1
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
1.4
0.6
1.8
1.0
Refer to the Condensed Consolidated Statements of Operations for net income attributable to Waste Management, Inc.
6. 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 3. 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.
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.
13
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
We have retained a significant portion of the risks related to our health and welfare, 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.
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.
Guarantees — In the ordinary course of our business, WMI and WM Holdings enter into guarantee agreements associated with their subsidiaries’ operations. Additionally, WMI and WM Holdings have each guaranteed all of the senior debt of the other entity. 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, 2022, 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 17 of our landfills. We have also agreed to indemnify certain third-party purchasers against liabilities associated with divested operations prior to such sale. We do not believe that these contingent obligations will have a material adverse effect on the Company’s financial condition, results of operations or cash flows.
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 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.
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, our aggregate potential liability would be approximately $ 140 million higher than the $ 211 million recorded in the Condensed Consolidated Balance Sheet as of June 30, 2022. 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.
As of June 30, 2022, we have been notified by the government that we are a PRP in connection with 73 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List (“NPL”). Of the 73 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
14
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 59 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.
On October 11, 2017, the EPA issued its Record of Decision (“ROD”) with respect to the previously proposed remediation plan for the San Jacinto River Waste Pits Site in Harris County, Texas. McGinnes Industrial Maintenance Corporation (“MIMC”), a subsidiary of Waste Management of Texas, Inc., operated some of the waste pits from 1965 to 1966 and has been named as a site PRP. In 1998, WMI acquired the stock of the parent entity of MIMC. MIMC has been working with the EPA and other named PRPs as the process of addressing the site proceeds. On April 9, 2018, MIMC and International Paper Company entered into an Administrative Order on Consent agreement with the EPA to develop a remedial design for the EPA’s proposed remedy for the site, and 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 International Paper Company have continued to work on a remedial design to support the EPA’s proposed remedy; however, design investigations indicate that fundamental changes are required to the proposed remedy and MIMC maintains its prior position that the remedy set forth in the ROD is not the best solution to protect the environment and public health. Due to further increases in the estimated cost of the remedy set forth in the ROD, we recorded an additional liability of $ 17 million as of March 31, 2022 for MIMC’s estimated potential share of such costs. As of June 30, 2022 and December 31, 2021, the recorded liability for MIMC’s estimated potential share of the EPA’s proposed remedy was $ 68 million and $ 53 million, respectively. MIMC’s ultimate liability could be materially different from current estimates and MIMC will continue to engage the EPA regarding its proposed remedy.
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. 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
15
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
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. As a result of some of these agreements, certain of our subsidiaries are participating employers in a number of trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for the covered employees. 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 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. We are currently in the post-examination and post-appeals phase of the IRS audit for the 2017 tax year and considering the options available to resolve remaining disagreements with the IRS. In addition, we are in the examination phase of IRS audits for the 2021 and 2022 tax years and expect these audits to be completed within the next 21 months . We are also currently undergoing audits by various
16
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
state and local jurisdictions for tax years that date back to 2014. 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.
7. Segment and Related Information
In 2021, our senior management began evaluating, overseeing and managing the financial performance of our Solid Waste operations through two operating segments. 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. Each of our Solid Waste operating segments provides integrated environmental services, including collection, transfer, recycling, and disposal. The Company finalized the assessment of our segments during the fourth quarter of 2021. The East and West Tiers are presented in this report and constitute our existing Solid Waste business. This did not result in a change in our reporting units for purposes of evaluating our goodwill. Reclassifications have been made to our prior period consolidated financial information to conform to the current year presentation.
The operating segments not evaluated and overseen through our East and West Tiers are presented herein as “Other” as these operating segments do not meet the criteria to be aggregated with other operating segments and do not meet the quantitative criteria to be separately reported.
Summarized financial information concerning our reportable segments is shown in the following table (in millions):
Gross
Intercompany
Net
Income
Operating
Operating
Operating
from
Revenues
Revenues(d)
Revenues
Operations(e)
Three Months Ended June 30:
2022
Solid Waste:
East Tier
$
2,609
$
( 496 )
$
2,113
$
581
West Tier
2,612
( 540 )
2,072
608
Solid Waste (a)
5,221
( 1,036 )
4,185
1,189
Other (b)
901
( 59 )
842
18
6,122
( 1,095 )
5,027
1,207
Corporate and Other (c)
—
—
—
( 317 )
Total
$
6,122
$
( 1,095 )
$
5,027
$
890
2021
Solid Waste:
East Tier
$
2,339
$
( 439 )
$
1,900
$
512
West Tier
2,367
( 488 )
1,879
553
Solid Waste (a)
4,706
( 927 )
3,779
1,065
Other (b)
729
( 32 )
697
6
5,435
( 959 )
4,476
1,071
Corporate and Other (c)
—
—
—
( 280 )
Total
$
5,435
$
( 959 )
$
4,476
$
791
17
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Gross
Intercompany
Net
Income
Operating
Operating
Operating
from
Revenues
Revenues(d)
Revenues
Operations(e)
Six Months Ended June 30:
2022
Solid Waste:
East Tier
$
4,992
$
( 941 )
$
4,051
$
1,112
West Tier
5,018
( 1,030 )
3,988
1,157
Solid Waste (a)
10,010
( 1,971 )
8,039
2,269
Other (b)
1,758
( 109 )
1,649
19
11,768
( 2,080 )
9,688
2,288
Corporate and Other (c)
—
—
—
( 630 )
Total
$
11,768
$
( 2,080 )
$
9,688
$
1,658
2021
Solid Waste:
East Tier
$
4,467
$
( 833 )
$
3,634
$
965
West Tier
4,545
( 930 )
3,615
1,028
Solid Waste (a)
9,012
( 1,763 )
7,249
1,993
Other (b)
1,394
( 55 )
1,339
26
10,406
( 1,818 )
8,588
2,019
Corporate and Other (c)
—
—
—
( 578 )
Total
$
10,406
$
( 1,818 )
$
8,588
$
1,441
(a) Income from operations provided by our Solid Waste business is generally indicative of the margins provided by our collection, landfill, transfer and recycling lines of business. From time to time, the operating results of our reportable segments are significantly affected by certain transactions or events that management believes are not indicative or representative of our results.
Income from operations in our Solid Waste business increased primarily due to revenue growth in our collection and disposal businesses driven by both yield and volume. These increases were partially offset by inflationary cost pressures and labor cost pressure from frontline employee wage adjustments, increased hiring driving up training costs and higher overtime due to driver shortages and volume growth.
(b) “Other” includes (i) elements of our Strategic Business Solutions (“WMSBS”) business that are not included in the operations of our reportable segments; (ii) elements of our landfill gas-to-energy operations managed by our WM Renewable Energy business and not included in the operations of our reportable segments; (iii) elements of our third-party subcontract and administration revenues managed by our Sustainability and Environmental Solutions (“SES”) business and not included in the operations of our reportable segments; (iv) our recycling brokerage services; (v) certain other expanded service offerings and solutions and (vi) the results of non-operating entities that provide financial assurance and self-insurance support for our Solid Waste business, net of intercompany activity.
(c) “Corporate and Other” operating results reflect certain costs incurred for various support services that are not allocated to our reportable segments. These support services include, among other things, treasury, legal, digital, tax, insurance, centralized service center processes, other administrative functions and the maintenance of our closed landfills. Income from operations for “Corporate and Other” also includes costs associated with our long-term incentive program.
The decrease in income from operations from our Corporate and Other segment was primarily driven by increased costs for (i) labor, particularly due to higher incentive compensation costs and merit increases; (ii) strategic investments in our digital platform and (iii) investments in our sustainability initiatives. The impact of these higher
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WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
costs was partially offset by lower integration costs related to our acquisition of Advanced Disposal and the impact of adjustments from closure and post- closure activity at our closed landfills in the prior year periods.
(d) 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.
(e) In the fourth quarter of 2021, we discontinued certain allocations from our Corporate and Other segment to our Solid Waste operating segments and Other segment. Reclassifications have been made to our prior period information for comparability purposes.
The mix of operating revenues from our major lines of business are as follows (in millions):
Three Months Ended
Six Months Ended
June 30,
June 30,
2022
2021
2022
2021
Commercial
$
1,355
$
1,178
$
2,642
$
2,309
Industrial
942
811
1,778
1,554
Residential
832
794
1,637
1,576
Other collection
181
135
334
251
Total collection
3,310
2,918
6,391
5,690
Landfill
1,194
1,075
2,245
1,990
Transfer
554
532
1,040
997
Recycling
468
397
921
739
Other (a)
596
513
1,171
990
Intercompany (b)
( 1,095 )
( 959 )
( 2,080 )
( 1,818 )
Total
$
5,027
$
4,476
$
9,688
$
8,588
(a) The “Other” line of business includes (i) certain services provided by our WMSBS business; (ii) our landfill gas to energy operations managed by our WM Renewable Energy business; (iii) certain services within our SES business, including our construction and remediation services and our services associated with the disposal of fly ash and (iv) certain other expanded service offerings and solutions. In addition, our “Other” line of business reflects the results of non-operating entities that provide financial assurance and self-insurance support for our Solid Waste business, net of intercompany activity. Revenue attributable to collection, landfill, transfer and recycling services provided by our “Other” businesses has been reflected as a component of the relevant line of business for purposes of presentation in this table.
(b) Intercompany revenues between lines of business are eliminated in the Condensed Consolidated Financial Statements included within this report.
Fluctuations in our operating results may be caused by many factors, 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 revenues and income from operations typically reflect seasonal patterns. Our operating revenues tend to be somewhat higher in summer months, primarily due to the higher construction and demolition waste volumes. The volumes of industrial and residential waste in certain regions where we operate also tend to increase during the summer months. Our second and third quarter revenues and results of operations typically reflect these seasonal trends.
Service disruptions caused by severe storms, extended periods of inclement weather or climate events can significantly affect the operating results of the geographic areas affected. On the other hand, 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
19
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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.
8. Divestitures, Asset Impairments and Unusual Items
For the six months ended June 30, 2022, we recognized a $ 17 million charge in the first quarter 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 6.
For the six months ended June 30, 2021, we recognized net charges of $ 17 million in the first quarter consisting of (i) a $ 19 million charge pertaining to reserves for loss contingencies in our Corporate and Other segment and (ii) $ 6 million of asset impairment charges primarily related to our WM Renewable Energy business within our Other segment, which were partially offset by an $ 8 million gain from divestitures of certain ancillary operations in our Other segment.
9. 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 Waste Management, Inc. 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
Adjustments
Obligations
Total
Balance, December 31, 2021
$
—
$
43
$
( 29 )
$
3
$
17
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $ 0 , $( 7 ), $ 0 and $ 0 , respectively
—
( 20 )
—
—
( 20 )
Amounts reclassified from accumulated other comprehensive (income) loss, net of tax (expense) benefit of $( 1 ), $ 0 , $ 0 and $ 0 , respectively
3
—
( 17 )
—
( 14 )
Net current period other comprehensive income (loss)
3
( 20 )
( 17 )
—
( 34 )
Balance, June 30, 2022
$
3
$
23
$
( 46 )
$
3
$
( 17 )
10. Common Stock Repurchase Program
The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board of Directors.
In the fourth quarter of 2021, we executed an accelerated share repurchase (“ASR”) agreement to repurchase $ 350 million of our common stock. At the beginning of the repurchase period, we delivered $ 350 million in cash and received 1.7 million shares based on a stock price of $ 160.67 . The ASR agreement completed in January 2022, at which time we received 0.4 million additional shares based on a final weighted average price of $ 160.33 .
In the first quarter of 2022, we entered into an ASR agreement to repurchase $ 250 million of our common stock. At the beginning of the repurchase period, we delivered $ 250 million cash and received 1.4 million shares based on a stock price of $ 146.43 . The ASR agreement completed in April 2022, at which time we received 0.3 million additional shares based on a final weighted average price of $ 153.14 .
20
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
In the second quarter of 2022, we entered into an ASR agreement to repurchase $ 250 million of our common stock. We delivered $ 250 million cash and received a total of 1.6 million shares based on a final weighted average price of $ 154.73 . In June 2022, after the completion of the ASR agreement, we repurchased 0.2 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 $ 24 million, inclusive of per-share commissions, at a weighted average price of $ 146.74 , of which $ 4 million was paid in July 2022.
As of June 30, 2022, the Company has authorization for $ 976 million of future share repurchases. Any future share repurchases pursuant to this authorization of our Board of Directors will be made at the discretion of management and will depend on factors similar to those considered by the Board of Directors in making dividend declarations, including our net earnings, financial condition and cash required for future business plans, growth and acquisitions.
11. Fair Value Measurements
Assets and Liabilities Accounted for at Fair Value
Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):
June 30,
December 31,
2022
2021
Quoted prices in active markets (Level 1):
Cash equivalents and money market funds (a)
$
878
$
38
Equity securities
34
25
Significant other observable inputs (Level 2):
Available-for-sale securities (b)
407
395
Significant unobservable inputs (Level 3):
Redeemable preferred stock (c)
56
49
Total Assets
$
1,375
$
507
(a) The increase in 2022 is primarily due to proceeds from the $ 1.0 billion Term Loan executed in May 2022. See Note 3 for additional information.
(b) Our available-for-sale securities primarily relate to debt securities with maturities over the next eight years .
(c) Our investment, which is classified as an available-for-sale debt security, has been measured based on third-party investors’ recent or pending transactions in these securities, which are considered the best evidence of fair value. When this evidence is not available, we use other valuation techniques as appropriate and available. These valuation methodologies may include transactions in similar instruments, discounted cash flow techniques, third-party appraisals or industry multiples and public company comparable transactions.
See Note 8 for information related to our nonrecurring fair value measurements and the impact of impairments.
Fair Value of Debt
As of June 30, 2022 and December 31, 2021, the carrying value of our debt was $ 14.3 billion and $ 13.4 billion, respectively. The estimated fair value of our debt was approximately $ 13.3 billion and $ 14.1 billion as of June 30, 2022 and December 31, 2021, respectively. The decrease in the fair value of debt is primarily related to increases in current market rates of our senior notes.
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,
21
WASTE MANAGEMENT, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
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 June 30, 2022 and December 31, 2021. These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented.
12. Variable Interest Entities
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. Accordingly, we account for these investments under the equity method of accounting. Our aggregate investment balance in these entities was $ 356 million and $ 178 million as of June 30, 2022 and December 31, 2021, respectively. The debt balance related to our investments in low-income housing properties was $ 321 million and $ 156 million as of June 30, 2022 and December 31, 2021, respectively. Additional information related to these investments is discussed in Note 4.
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 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 $ 94 million and $ 110 million as of June 30, 2022 and December 31, 2021, 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 accounts in our Condensed Consolidated Balance Sheets. 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 $ 114 million and $ 117 million as of June 30, 2022 and December 31, 2021, respectively.
22
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.