WASTE MANAGEMENT INC 10-Q

Item 1. Financial Statements. WASTE MANAGEMENT, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (In Millions, Except Share and Par Value Amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ ​ ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 614 ​ $ 458 Accounts receivable, net of allowance for doubtful accounts of $ 31 and $ 30 , respectively ​ 2,841 ​ 2,633 Other receivables, net of allowance for doubtful accounts of $ 3 and $ 4 , respectively ​ 284 ​ 237 Parts and supplies ​ 184 ​ 173 Other current assets ​ 336 ​ 303 Total current assets ​ 4,259 ​ 3,804 Property and equipment, net of accumulated depreciation and depletion of $ 23,620 and $ 22,826 , respectively ​ 17,931 ​ 16,968 Goodwill ​ 9,822 ​ 9,254 Other intangible assets, net ​ 742 ​ 759 Restricted funds ​ 457 ​ 422 Investments in unconsolidated entities ​ 524 ​ 606 Other long-term assets ​ 995 ​ 1,010 Total assets ​ $ 34,730 ​ $ 32,823 LIABILITIES AND EQUITY ​ ​ ​ ​ ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 1,853 ​ $ 1,709 Accrued liabilities ​ 1,651 ​ 1,605 Deferred revenues ​ 599 ​ 578 Current portion of long-term debt ​ 676 ​ 334 Total current liabilities ​ 4,779 ​ 4,226 Long-term debt, less current portion ​ 15,977 ​ 15,895 Deferred income taxes ​ 1,883 ​ 1,826 Landfill and environmental remediation liabilities ​ 2,965 ​ 2,888 Other long-term liabilities ​ 1,154 ​ 1,092 Total liabilities ​ 26,758 ​ 25,927 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 ​ 5,485 ​ 5,351 Retained earnings ​ 15,563 ​ 14,334 Accumulated other comprehensive (loss) income ​ ( 76 ) ​ ( 37 ) Treasury stock at cost, 228,928,455 and 228,827,218 shares, respectively ​ ( 12,999 ) ​ ( 12,751 ) Total Waste Management, Inc. stockholders’ equity ​ 7,979 ​ 6,903 Noncontrolling interests ​ ( 7 ) ​ ( 7 ) Total equity ​ 7,972 ​ 6,896 Total liabilities and equity ​ $ 34,730 ​ $ 32,823 ​ 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 ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2024 2023 2024 2023 Operating revenues ​ $ 5,609 ​ $ 5,198 ​ $ 16,170 ​ $ 15,209 Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ Operating ​ 3,399 ​ 3,188 ​ 9,830 ​ 9,460 Selling, general and administrative ​ 525 ​ 470 ​ 1,517 ​ 1,413 Depreciation, depletion and amortization ​ 558 ​ 519 ​ 1,615 ​ 1,545 Restructuring ​ 2 ​ — ​ 2 ​ 4 (Gain) loss from divestitures, asset impairments and unusual items, net ​ 6 ​ — ​ 62 ​ ( 3 ) ​ ​ 4,490 ​ 4,177 ​ 13,026 ​ 12,419 Income from operations ​ 1,119 ​ 1,021 ​ 3,144 ​ 2,790 Other income (expense): ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense, net ​ ( 131 ) ​ ( 127 ) ​ ( 397 ) ​ ( 372 ) Equity in net income (losses) of unconsolidated entities ​ 1 ​ ( 18 ) ​ 4 ​ ( 41 ) Other, net ​ 6 ​ ( 4 ) ​ 7 ​ — ​ ​ ( 124 ) ​ ( 149 ) ​ ( 386 ) ​ ( 413 ) Income before income taxes ​ 995 ​ 872 ​ 2,758 ​ 2,377 Income tax expense ​ 235 ​ 210 ​ 611 ​ 570 Consolidated net income ​ 760 ​ 662 ​ 2,147 ​ 1,807 Less: Net income (loss) attributable to noncontrolling interests ​ — ​ ( 1 ) ​ ( 1 ) ​ ( 4 ) Net income attributable to Waste Management, Inc. ​ $ 760 ​ $ 663 ​ $ 2,148 ​ $ 1,811 Basic earnings per common share ​ $ 1.89 ​ $ 1.64 ​ $ 5.35 ​ $ 4.46 Diluted earnings per common share ​ $ 1.88 ​ $ 1.63 ​ $ 5.33 ​ $ 4.44 ​ ​ ​ CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In Millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2024 2023 2024 2023 Consolidated net income ​ $ 760 ​ $ 662 ​ $ 2,147 ​ $ 1,807 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ Derivative instruments, net ​ ( 25 ) ​ 3 ​ ( 26 ) ​ 14 Available-for-sale securities, net ​ 10 ​ ( 4 ) ​ 10 ​ 1 Foreign currency translation adjustments ​ 12 ​ ( 25 ) ​ ( 22 ) ​ ( 3 ) Post-retirement benefit obligations, net ​ — ​ ​ — ​ ( 1 ) ​ ( 1 ) Other comprehensive income (loss), net of tax ​ ( 3 ) ​ ​ ( 26 ) ​ ( 39 ) ​ 11 Comprehensive income ​ 757 ​ 636 ​ 2,108 ​ 1,818 Less: Comprehensive income (loss) attributable to noncontrolling interests ​ — ​ ​ ( 1 ) ​ ( 1 ) ​ ( 4 ) Comprehensive income attributable to Waste Management, Inc. ​ $ 757 ​ $ 637 ​ $ 2,109 ​ $ 1,822 ​ See Notes to Condensed Consolidated Financial Statements. ​ 3 WASTE MANAGEMENT, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In Millions) (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ ​ September 30, ​ 2024 2023 Cash flows from operating activities: ​ ​ Consolidated net income $ 2,147 ​ $ 1,807 Adjustments to reconcile consolidated net income to net cash provided by operating activities: ​ ​ ​ Depreciation, depletion and amortization ​ 1,615 ​ 1,545 Deferred income tax expense (benefit) ​ 65 ​ 69 Interest accretion on landfill and environmental remediation liabilities ​ 99 ​ 97 Provision for bad debts ​ 37 ​ 36 Equity-based compensation expense ​ 84 ​ 71 Net gain on disposal of assets ​ ( 72 ) ​ ( 33 ) (Gain) loss from divestitures, asset impairments and other, net ​ 62 ​ ( 3 ) Equity in net (income) losses of unconsolidated entities, net of dividends ​ ( 4 ) ​ 41 Change in operating assets and liabilities, net of effects of acquisitions and divestitures: ​ ​ Receivables ​ ( 230 ) ​ ( 197 ) Other current assets ​ ( 38 ) ​ ( 26 ) Other assets ​ 93 ​ 67 Accounts payable and accrued liabilities ​ 149 ​ 63 Deferred revenues and other liabilities ​ ( 128 ) ​ ( 200 ) Net cash provided by operating activities ​ 3,879 ​ 3,337 Cash flows from investing activities: ​ ​ Acquisitions of businesses, net of cash acquired ​ ( 782 ) ​ ( 139 ) Capital expenditures ​ ( 2,116 ) ​ ( 1,853 ) Proceeds from divestitures of businesses and other assets, net of cash divested ​ 99 ​ 68 Other, net ​ ( 40 ) ​ ( 83 ) Net cash used in investing activities ​ ( 2,839 ) ​ ( 2,007 ) Cash flows from financing activities: ​ ​ New borrowings ​ 10,914 ​ 17,319 Debt repayments ​ ( 10,619 ) ​ ( 16,991 ) Common stock repurchase program ​ ( 262 ) ​ ( 990 ) Cash dividends ​ ( 909 ) ​ ( 855 ) Exercise of common stock options ​ 42 ​ 29 Tax payments associated with equity-based compensation transactions ​ ( 49 ) ​ ( 28 ) Other, net ​ ( 20 ) ​ ( 9 ) Net cash used in financing activities ​ ( 903 ) ​ ( 1,525 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents ​ ( 2 ) ​ — (Decrease) increase in cash, cash equivalents and restricted cash and cash equivalents ​ 135 ​ ( 195 ) Cash, cash equivalents and restricted cash and cash equivalents at beginning of period ​ 552 ​ 445 Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 687 ​ $ 250 ​ ​ ​ ​ ​ ​ ​ Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of period: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 614 ​ $ 150 Restricted cash and cash equivalents included in other current assets ​ ​ 4 ​ ​ 25 Restricted cash and cash equivalents included in restricted funds ​ ​ 69 ​ ​ 75 Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 687 ​ $ 250 ​ 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 (Loss) Income Shares Amounts Interests Three Months Ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, June 30, 2024 ​ $ 7,451 ​ 630,282 ​ $ 6 ​ $ 5,433 ​ $ 15,104 ​ $ ( 73 ) ( 229,183 ) ​ $ ( 13,013 ) ​ $ ( 6 ) Consolidated net income ​ 760 ​ — ​ ​ — ​ ​ — ​ ​ 760 ​ ​ — ​ — ​ ​ — ​ ​ — Other comprehensive income (loss), net of tax ​ ( 3 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 3 ) ​ — ​ ​ — ​ ​ — Cash dividends declared of $ 0.75 per common share ​ ( 301 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 301 ) ​ ​ — ​ — ​ ​ — ​ ​ — Equity-based compensation transactions, net ​ 66 ​ — ​ ​ — ​ ​ 52 ​ ​ — ​ ​ — ​ 254 ​ ​ 14 ​ ​ — Other, net ​ ( 1 ) ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ 1 ​ ​ — ​ ​ ( 1 ) Balance, September 30, 2024 ​ $ 7,972 ​ 630,282 ​ $ 6 ​ $ 5,485 ​ $ 15,563 ​ $ ( 76 ) ( 228,928 ) ​ $ ( 12,999 ) ​ $ ( 7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, June 30, 2023 ​ $ 6,928 ​ 630,282 ​ $ 6 ​ $ 5,341 ​ $ 13,744 ​ $ ( 32 ) ( 225,407 ) ​ $ ( 12,150 ) ​ $ 19 Consolidated net income ​ 662 ​ — ​ — ​ — ​ 663 ​ — — ​ — ​ ( 1 ) Other comprehensive income (loss), net of tax ​ ( 26 ) ​ — ​ — ​ — ​ — ​ ( 26 ) — ​ — ​ — Cash dividends declared of $ 0.70 per common share ​ ( 283 ) ​ — ​ — ​ — ​ ( 283 ) ​ — — ​ — ​ — Equity-based compensation transactions, net ​ 60 ​ — ​ — ​ 44 ​ — ​ — 297 ​ 16 ​ — Common stock repurchase program ​ ( 373 ) ​ — ​ — ​ — ​ — ​ — ( 2,347 ) ​ ( 373 ) ​ — Other, net ​ ( 2 ) ​ — ​ — ​ — ​ — ​ — — ​ — ​ ( 2 ) Balance, September 30, 2023 ​ $ 6,966 ​ 630,282 ​ $ 6 ​ $ 5,385 ​ $ 14,124 ​ $ ( 58 ) ( 227,457 ) ​ $ ( 12,507 ) ​ $ 16 ​ See Notes to Condensed Consolidated Financial Statements. ​ 5 WASTE MANAGEMENT, INC. CONDENSED CONSOLIDATED STATEMENTS 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 (Loss) Income Shares Amounts Interests Nine Months Ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 ​ $ 6,896 ​ 630,282 ​ $ 6 ​ $ 5,351 ​ $ 14,334 ​ $ ( 37 ) ( 228,827 ) ​ $ ( 12,751 ) ​ $ ( 7 ) Consolidated net income ​ 2,147 ​ — ​ — ​ — ​ 2,148 ​ — — ​ — ​ ( 1 ) Other comprehensive income (loss), net of tax ​ ( 39 ) ​ — ​ — ​ — ​ — ​ ( 39 ) — ​ — ​ — Cash dividends declared of $ 2.25 per common share ​ ( 909 ) ​ — ​ — ​ — ​ ( 909 ) ​ — — ​ — ​ — Equity-based compensation transactions, net ​ 148 ​ — ​ — ​ 69 ​ 2 ​ — 1,391 ​ 77 ​ — Common stock repurchase program ​ ( 265 ) ​ — ​ — ​ 60 ​ — ​ — ( 1,494 ) ​ ( 325 ) ​ — Adoption of new accounting standard ​ ​ ( 12 ) ​ — ​ ​ — ​ ​ — ​ ​ ( 12 ) ​ ​ — ​ — ​ ​ — ​ ​ — Other, net ​ 6 ​ — ​ — ​ 5 ​ — ​ ​ 2 ​ — ​ 1 Balance, September 30, 2024 ​ $ 7,972 ​ 630,282 ​ $ 6 ​ $ 5,485 ​ $ 15,563 ​ $ ( 76 ) ( 228,928 ) ​ $ ( 12,999 ) ​ $ ( 7 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2022 ​ $ 6,864 ​ 630,282 ​ $ 6 ​ $ 5,314 ​ $ 13,167 ​ $ ( 69 ) ( 222,396 ) ​ $ ( 11,569 ) ​ $ 15 Consolidated net income ​ 1,807 ​ — ​ — ​ — ​ 1,811 ​ — — ​ — ​ ( 4 ) Other comprehensive income (loss), net of tax ​ 11 ​ — ​ — ​ — ​ — ​ 11 — ​ — ​ — Cash dividends declared of $ 2.10 per common share ​ ( 855 ) ​ — ​ — ​ — ​ ( 855 ) ​ — — ​ — ​ — Equity-based compensation transactions, net ​ 135 ​ — ​ — ​ 71 ​ 1 ​ — 1,220 ​ 63 ​ — Common stock repurchase program ​ ( 1,001 ) ​ — ​ — ​ — ​ — ​ — ( 6,283 ) ​ ( 1,001 ) ​ — Other, net ​ 5 ​ — ​ — ​ — ​ — ​ — 2 ​ — ​ 5 Balance, September 30, 2023 ​ $ 6,966 ​ 630,282 ​ $ 6 ​ $ 5,385 ​ $ 14,124 ​ $ ( 58 ) ( 227,457 ) ​ $ ( 12,507 ) ​ $ 16 ​ See Notes to Condensed Consolidated Financial Statements. ​ 6 ​ ​ 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 13. Waste Management, Inc. is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., together with its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WMI,” we are referring only to Waste Management, Inc., the parent holding company. We are North America’s leading provider of comprehensive environmental solutions, providing services throughout the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Our 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, including our Waste Management Renewable Energy (“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 (“RNG”), which is a significant source of fuel that we allocate to our natural gas fleet. Our senior management evaluates, oversees and manages the financial performance of our business through four reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”); (ii) Collection and Disposal - West Tier (“West Tier”); (iii) Recycling Processing and Sales and (iv) WM Renewable Energy. Our East and West Tier, along with certain ancillary services (“Other Ancillary”) not managed through our Tier segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses. We also provide additional services not managed through our four reportable segments, which are presented as Corporate and Other. Refer to Note 7 for further discussion. The Condensed Consolidated Financial Statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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, 2023. 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. 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 and other commodities, such as RNG, electricity and capacity, Renewable Identification Numbers (“RINs”) and Renewable Energy Credits (“RECs”), are sold. We also bill for certain services prior to performance. Such services include, among others, certain commercial and residential contracts, and equipment rentals. These advanced billings are included in deferred revenues and recognized as 7 ​ 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 September 30, 2024 and December 31, 2023, we had $ 216 million and $ 207 million, respectively, of deferred contract costs, of which $ 151 million and $ 148 million, respectively, were related to deferred sales incentives. Leases Amounts for our operating lease right-of-use assets are recorded in long-term other 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. Amounts for our financing leases are recorded in property and equipment, net of accumulated depreciation and depletion, 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 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 Condensed Consolidated Financial Statements. 2. Landfill and Environmental Remediation Liabilities Liabilities for landfill and environmental remediation costs are presented in the table below (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2024 ​ December 31, 2023 ​ ​ ​ ​ ​ Environmental ​ ​ ​ ​ ​ ​ ​ Environmental ​ ​ ​ ​ Landfill Remediation Total Landfill Remediation Total Current (in accrued liabilities) $ 141 ​ $ 27 ​ $ 168 ​ $ 143 ​ $ 31 ​ $ 174 Long-term ​ 2,790 ​ 175 ​ 2,965 2,710 ​ 178 ​ 2,888 ​ $ 2,931 ​ $ 202 ​ $ 3,133 ​ $ 2,853 ​ $ 209 ​ $ 3,062 ​ ​ 8 ​ The changes to landfill and environmental remediation liabilities for the nine months ended September 30, 2024 are reflected in the table below (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Environmental ​ Landfill Remediation December 31, 2023 ​ $ 2,853 ​ $ 209 Obligations incurred and capitalized ​ 69 — Obligations settled ​ ( 98 ) ( 19 ) Interest accretion ​ 99 — Revisions in estimates ​ 9 12 Acquisitions, divestitures and other adjustments ​ ( 1 ) — September 30, 2024 ​ $ 2,931 ​ $ 202 ​ 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. Generally, these trust funds are established to comply with statutory requirements and operating agreements. See Note 13 for additional information related to these trusts. 3. Debt and Derivatives The following table summarizes the major components of debt at principal amounts as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of September 30, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Commercial paper program (weighted average interest rate of 5.6 % as of December 31, 2023) ​ $ — ​ $ 860 Senior notes, maturing through 2050, interest rates ranging from 0.75 % to 7.75 % (weighted average interest rate of 3.9 % as of September 30, 2024 and 3.7 % as of December 31, 2023) ​ ​ 12,720 ​ ​ 11,376 Canadian senior notes, C$ 500 million maturing September 2026, interest rate of 2.6 % ​ 370 ​ ​ 378 Tax-exempt bonds, maturing through 2053, fixed and variable interest rates ranging from 0.70 % to 5.0 % (weighted average interest rate of 3.7 % as of September 30, 2024 and 3.3 % as of December 31, 2023) ​ 2,823 ​ 2,883 Financing leases and other, maturing through 2082 (weighted average interest rate of 4.9 % as of September 30, 2024 and 5.0 % as of December 31, 2023) (a) ​ 865 ​ 855 Debt issuance costs, discounts and other ​ ( 125 ) ​ ( 123 ) ​ ​ 16,653 ​ 16,229 Current portion of long-term debt ​ 676 ​ 334 Long-term debt, less current portion ​ $ 15,977 ​ $ 15,895 (a) Excluding our landfill financing leases, the maturities of our financing leases and other debt obligations extend through 2059 . ​ 9 ​ Debt Classification As of September 30, 2024, we had approximately $ 1.9 billion of debt maturing within the next 12 months, including (i) $ 1.2 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) $ 422 million of 3.125 % senior notes that mature in March 2025 and (iii) $ 254 million of other debt with scheduled maturities within the next 12 months, including $ 110 million of tax-exempt bonds. As of September 30, 2024, we have classified $ 1.2 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S. and Canadian revolving credit facility (“$3.5 billion revolving credit facility”). The remaining $ 676 million of debt maturing in the next 12 months is classified as current obligations. Access to and Utilization of Credit Facilities and Commercial Paper Program Term Credit Agreement Up to $ 7.2 Billion — On August 28, 2024, the Company entered into a delayed draw Term Credit Agreement in a principal amount of up to $7.2 billion (the “Term Credit Agreement”). Borrowings under our Term Credit Agreement may be used to pay all or a portion of the consideration for our pending acquisition of Stericycle; to pay, prepay or otherwise refinance certain indebtedness of Stericycle; and/or to pay fees and expenses incurred in connection with the acquisition and the Term Credit Agreement. The maturity date of borrowings under the Term Credit Agreement shall be the first business day that is 364 days after the date that borrowings are received (the “Funding Date”). WM Holdings, a wholly-owned subsidiary of WMI, guarantees all of the obligations under the Term Credit Agreement. Borrowings under the Term Credit Agreement will bear interest at a base rate or the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York, plus an applicable spread depending on our senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s Global Ratings. The spread above SOFR can range from 0.90 % to 1.250 % per annum and the spread for base rate loans can range from zero to 0.250 % per annum. We also pay certain other fees set forth in the Term Credit Agreement, including (a) a ticking fee accruing on the aggregate lending commitments from August 28, 2024 to the earlier of the Funding Date or the termination or expiration of the lending commitments under the Term Credit Agreement; (b) extension fees on the aggregate lending commitments in effect on June 3, 2025 and December 31, 2025; and (c) duration fees on the aggregate principal amount of borrowings outstanding on December 31, 2024, December 31, 2025 and at the end of each fiscal quarter. As of September 30, 2024, there were no outstanding borrowings under our Term Credit Agreement and the ticking fee in effect was 0.065 % per annum. $3.5 Billion Revolving Credit Facility — In May 2024, we amended and restated our $3.5 billion U.S. and Canadian revolving credit facility, extending the term through May 2029. The agreement includes a $ 1.0 billion accordion feature that may be used to increase total capacity in future periods, and we have the option to request up to two one-year extensions. Waste Management of Canada Corporation and WM Quebec Inc., each an indirect wholly-owned subsidiary of WMI, are borrowers under the $3.5 billion revolving credit facility, and the agreement permits borrowing in Canadian dollars up to the U.S. dollar equivalent of $ 375 million, with such borrowings to be repaid in Canadian dollars. WM Holdings guarantees all the obligations under the $3.5 billion revolving credit facility. The $3.5 billion revolving credit facility provides us with credit capacity to be used for cash borrowings, to support letters of credit and to support our commercial paper program. The interest rates we pay on outstanding U.S. or Canadian loans are based on SOFR or the Canadian Overnight Repo Rate Average (“CORRA”) administered by the Bank of Canada, respectively, plus a spread depending on our senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s Global Ratings. The spread above SOFR or CORRA can range from 0.585 % to 1.025 % per annum, plus applicable credit adjustments. We also pay certain other fees set forth in the $3.5 billion revolving credit facility agreement, including a facility fee based on the aggregate commitment, regardless of usage. As of September 30, 2024, we had no outstanding borrowings under this facility. We had $ 171 million of letters of credit issued and no outstanding borrowings under our commercial paper program, both supported by the facility, leaving unused and available credit capacity of $ 3.3 billion as of September 30, 2024. 10 ​ 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. In July 2024, we issued $ 1.5 billion of new senior notes and used the proceeds primarily to repay outstanding commercial paper borrowings. As of September 30, 2024, we had no outstanding borrowings under our commercial paper program. Other Letter of Credit Lines — As of September 30, 2024, we had utilized $ 863 million of other uncommitted letter of credit lines with terms maturing through December 2027. Debt Borrowings and Repayments Commercial Paper Program — During the nine months ended September 30, 2024, we made cash repayments of $ 10.3 billion, which were partially offset by $ 9.4 billion of cash borrowings (net of related discount on issuance). Senior Notes — During the nine months ended September 30, 2024, WMI issued $ 750 million of 4.950 % senior notes due 2027 and $ 750 million of 4.950 % senior notes due 2031, the net proceeds of which were $ 1.5 billion. The net proceeds were used primarily to reduce outstanding borrowings under our commercial paper program. During the nine months ended September 30, 2024, we repaid $ 156 million of WMI’s 3.5 % senior notes upon maturity in May 2024. Derivatives Treasury Locks — We use treasury lock agreements to hedge our exposure to interest rate changes and to reduce the volatility of financing costs on expected future debt issuances. Each of our treasury lock transactions was designated as a cash flow hedge of the interest payments associated with an anticipated debt issuance. During the third quarter of 2024, we entered into treasury lock transactions to fix the ten-year treasury rate on an aggregate notional amount of $ 900 million. We also entered into treasury lock transactions to fix the thirty-year treasury rate on an aggregate notional amount of $ 650 million. As of September 30, 2024, we recognized an unrealized loss of $ 35 million within accumulated other comprehensive (loss) income and an associated derivative liability reflected within accrued liabilities on the Company’s Condensed Consolidated Balance Sheets related to these cash flow hedges. Upon termination, these derivatives will be amortized to earnings as a component of interest expense over the full term of each issuance. 4. Income Taxes Our effective income tax rate was 23.6 % and 22.2 % for the three and nine months ended September 30, 2024, respectively, compared with 24.1 % and 24.0 % for the three and nine months ended September 30, 2023, respectively. The decrease in our effective income tax rate when comparing the three and nine months ended September 30, 2024 and 2023 was primarily driven by (i) an increase in federal tax credits and (ii) the reduction in the state and local income tax rate partially offset by impacts of adopting Accounting Standards Update (“ASU”) 2023-02, which is discussed further below. 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 Renewable Natural Gas — Through our subsidiaries, including our WM Renewable Energy segment, we have invested in building landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and RNG. We expect our new RNG facilities to qualify for federal tax credits and to realize those credits through 2027 under Sections 48 and 45Z of the Internal Revenue Code. During the three and nine months ended September 30, 2024, we recognized a reduction in our income tax expense of $ 37 million and $ 111 million, respectively, due to federal tax credits expected to be realized from our RNG investments compared with $ 2 million and $ 6 million, respectively, for the comparable prior year periods. 11 ​ 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 2035 under Section 42 or Section 45D of the Internal Revenue Code. As a result of adopting ASU 2023-02, we amortize our investments in these entities using the proportional amortization method. Under the proportional amortization method, the equity investment is amortized in proportion to the income tax credits and other income tax benefits received. The amortization expense and the income tax credits are required to be presented on a net basis in income tax expense on the Condensed Consolidated Statements of Operations. Prior to fiscal year 2024, we accounted for our investments in these entities using the equity method of accounting, recognizing our share of each entity’s results of operations and other reductions in the value of our investments in equity in net income (losses) of unconsolidated entities, within our Condensed Consolidated Statements of Operations. During the three and nine months ended September 30, 2024, we recognized additional income tax expense of $ 19 million and $ 56 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense primarily due to federal tax credits of $ 26 million and $ 76 million, respectively. 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 13 for additional information related to these unconsolidated variable interest entities. During the three and nine months ended September 30, 2023, we recognized $ 18 million and $ 43 million of net losses, respectively, and a reduction in our income tax expense of $ 28 million and $ 76 million, respectively, primarily due to federal tax credits realized from these investments as well as the tax benefits from the pre-tax losses realized. In addition, during the three and nine months ended September 30, 2023, we recognized interest expense of $ 3 million and $ 10 million, respectively, associated with our investments in low-income housing properties. See Note 13 for additional information related to these unconsolidated variable interest entities. 5. Earnings Per Share Basic and diluted earnings per share were computed using the following common share data (shares in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Nine Months Ended ​ ​ September 30, ​ September 30, ​ 2024 2023 2024 2023 Number of common shares outstanding at end of period 401.4 402.8 401.4 402.8 Effect of using weighted average common shares outstanding 0.1 1.2 0.1 3.0 Weighted average basic common shares outstanding 401.5 404.0 401.5 405.8 Dilutive effect of equity-based compensation awards and other contingently issuable shares 1.7 1.9 1.7 1.8 Weighted average diluted common shares outstanding 403.2 405.9 403.2 407.6 Potentially issuable shares 4.8 5.3 4.8 5.3 Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 1.2 1.0 1.3 1.4 ​ ​ 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 12 ​ 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. 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 September 30, 2024, 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 19 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 the remaining contingent obligations will have a material adverse effect on the Company’s business, 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 13 ​ in the environmental impact investigation. In these cases, we use the amount within the range that is our best estimate. If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 17 million higher than the $ 202 million recorded in the Condensed Consolidated Balance Sheet as of September 30, 2024. Our ultimate responsibility may differ materially from current estimates. It is possible that technological, regulatory or enforcement developments, the results of environmental studies, the inability to identify other PRPs, the inability of other PRPs to contribute to the settlements of such liabilities, or other factors could require us to record additional liabilities. Our ongoing review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in revisions to our accruals that could cause upward or downward adjustments to our balance sheet and income from operations. These adjustments could be material in any given period. As of September 30, 2024, 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. At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures. The other 60 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund. The majority of proceedings involving NPL sites that we do not own are based on allegations that certain of our subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at the sites. Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain. In 2018, both of McGinnes Industrial Maintenance Corporation (“MIMC”), a subsidiary of Waste Management of Texas, Inc., and International Paper Company (“IPC”) entered into an Administrative Order on Consent with the EPA as PRPs to develop a remedial design for the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. We recorded a liability for MIMC’s estimated potential share of the EPA’s proposed remedy and related costs, although allocation of responsibility among the PRPs for the proposed remedy has not been established. MIMC and IPC have continued to work on a remedial design to support the EPA’s proposed remedy; however, in the first quarter of 2024, the EPA publicly issued a letter alleging that the remedial design has serious deficiencies. MIMC and IPC subsequently engaged with the EPA and provided responses to the EPA letter. The EPA responded that, while the parties had not remedied all concerns from its letter, the parties had sufficiently demonstrated a path forward and were given additional time to submit a full remedial design, which was submitted during the third quarter of 2024. In late October 2024, the EPA provided comments in response to the full remedial design submission and the parties are currently reviewing those comments. As of September 30, 2024 and December 31, 2023, the recorded liability for MIMC’s estimated potential share of costs for the remedy was approximately $ 85 million. 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. 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 14 ​ 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 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. In June 2022, we and certain of our officers were named as defendants in a complaint alleging violation of the federal securities laws and seeking certification as a class action in the U.S. District Court for the Southern District of New York. A lead plaintiff has been appointed and an amended complaint was filed in January 2023. The amended complaint seeks damages on behalf of a putative class of secondary market purchasers of our senior notes with a special mandatory redemption feature issued in May 2019, asserting claims under the Securities Exchange Act based on alleged misrepresentations and omissions concerning the time for completion of our acquisition of Advanced Disposal. The case is currently in the discovery phase, and we intend to vigorously defend against this pending suit. We believe any potential recovery by the plaintiffs, in excess of applicable deductibles, will be covered by insurance, and we do not believe that the eventual outcome of this suit will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. WMI’s charter and bylaws provide that WMI shall indemnify against all liabilities and expenses, and upon request shall advance expenses to any person, who is subject to a pending or threatened proceeding because such person is or was a director or officer of the Company. Such indemnification is required to the maximum extent permitted under Delaware law. Accordingly, the director or officer must execute an undertaking to reimburse the Company for any fees advanced if it is later determined that the director or officer was not permitted to have such fees advanced under Delaware law. Additionally, the Company has direct contractual obligations to provide indemnification to each of the members of WMI’s Board of Directors and each of WMI’s executive officers. The Company may incur substantial expenses in connection with the fulfillment of its advancement of costs and indemnification obligations in connection with actions or proceedings that may be brought against its former or current officers, directors and employees. Multiemployer Defined Benefit Pension Plans — About 20 % of our workforce is covered by collective bargaining agreements with various local unions across the U.S. and Canada. 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. 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 15 ​ 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. In the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS. In response to the notice, the Company made a deposit of approximately $ 103 million with the IRS. The Company expects to seek a refund of the entire amount deposited with the IRS and litigate any denial of the claim for refund. As of September 30, 2024 and December 31, 2023, the IRS deposit, net of reserve for uncertain tax positions, is classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets. In addition, we are in the examination phase of IRS audits for the 2023 and 2024 tax years and expect the audits to be completed within the next 18 months. We are also currently undergoing audits by the Canada Revenue Agency for the 2021 tax year and various state and local jurisdictions for tax years that date back to 2014. 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 Our senior management evaluates, oversees and manages the financial performance of our business through four reportable segments, referred to as (i) East Tier; (ii) West Tier; (iii) Recycling Processing and Sales and (iv) WM Renewable Energy. Our East and West Tier, along with Other Ancillary services not managed through our Tier segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses. We also provide additional services not managed through our four reportable segments, which are presented as Corporate and Other. 16 ​ 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(a) Revenues Operations(b) Three Months Ended September 30: ​ ​ ​ ​ 2024 ​ ​ ​ ​ Collection and Disposal: ​ ​ ​ ​ East Tier ​ $ 2,835 ​ $ ( 593 ) ​ $ 2,242 ​ $ 718 West Tier ​ ​ 2,687 ​ ​ ( 549 ) ​ ​ 2,138 ​ ​ 708 Other Ancillary ​ 750 ​ ( 46 ) ​ 704 ​ — Collection and Disposal (c)(d) ​ 6,272 ​ ( 1,188 ) ​ 5,084 ​ 1,426 Recycling Processing and Sales (c) ​ 503 ​ ( 71 ) ​ 432 ​ 21 WM Renewable Energy (d) ​ ​ 88 ​ ​ ( 1 ) ​ ​ 87 ​ ​ 28 Corporate and Other ​ 12 ​ ( 6 ) ​ 6 ​ ( 356 ) Total ​ $ 6,875 ​ $ ( 1,266 ) ​ $ 5,609 ​ $ 1,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ Collection and Disposal: ​ ​ ​ ​ East Tier ​ $ 2,700 ​ $ ( 556 ) ​ $ 2,144 ​ $ 648 West Tier ​ ​ 2,546 ​ ​ ( 522 ) ​ ​ 2,024 ​ ​ 613 Other Ancillary ​ 701 ​ ( 48 ) ​ 653 ​ ( 2 ) Collection and Disposal (c)(d) ​ 5,947 ​ ( 1,126 ) ​ 4,821 ​ 1,259 Recycling Processing and Sales (c) ​ 386 ​ ( 81 ) ​ 305 ​ 18 WM Renewable Energy (d) ​ ​ 68 ​ ​ ( 1 ) ​ ​ 67 ​ ​ 17 Corporate and Other ​ 12 ​ ( 7 ) ​ 5 ​ ( 273 ) Total ​ $ 6,413 ​ $ ( 1,215 ) ​ $ 5,198 ​ $ 1,021 ​ 17 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Intercompany ​ Net ​ Income ​ ​ Operating ​ Operating ​ Operating ​ from ​ Revenues Revenues(a) Revenues Operations(b) Nine Months Ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ Collection and Disposal: ​ ​ ​ ​ ​ East Tier ​ $ 8,202 ​ $ ( 1,701 ) ​ $ 6,501 ​ $ 2,064 West Tier ​ ​ 7,800 ​ ​ ( 1,593 ) ​ ​ 6,207 ​ ​ 2,009 Other Ancillary ​ 2,149 ​ ( 135 ) ​ 2,014 ​ ( 9 ) Collection and Disposal (c)(d) ​ 18,151 ​ ( 3,429 ) ​ 14,722 ​ 4,064 Recycling Processing and Sales (c) ​ 1,414 ​ ( 209 ) ​ 1,205 ​ 69 WM Renewable Energy (d) ​ ​ 228 ​ ​ ( 3 ) ​ ​ 225 ​ ​ 67 Corporate and Other ​ 36 ​ ( 18 ) ​ 18 ​ ( 1,056 ) Total ​ $ 19,829 ​ $ ( 3,659 ) ​ $ 16,170 ​ $ 3,144 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ Collection and Disposal: ​ ​ ​ ​ East Tier ​ $ 7,934 ​ $ ( 1,622 ) ​ $ 6,312 ​ $ 1,778 West Tier ​ ​ 7,450 ​ ​ ( 1,541 ) ​ ​ 5,909 ​ ​ 1,720 Other Ancillary ​ 1,998 ​ ( 141 ) ​ 1,857 ​ ( 2 ) Collection and Disposal (c)(d) ​ 17,382 ​ ( 3,304 ) ​ 14,078 ​ 3,496 Recycling Processing and Sales (c) ​ 1,154 ​ ( 239 ) ​ 915 ​ 55 WM Renewable Energy (d) ​ ​ 201 ​ ​ ( 3 ) ​ ​ 198 ​ ​ 51 Corporate and Other ​ 38 ​ ( 20 ) ​ 18 ​ ( 812 ) Total ​ $ 18,775 ​ $ ( 3,566 ) ​ $ 15,209 ​ $ 2,790 (a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. (b) 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. (c) Certain fees related to the processing of recycled material we collect are included within our Collection and Disposal businesses. The amounts in income from operations for the three and nine months ended September 30, 2024, are $ 29 million and $ 77 million, respectively. The amounts in income from operations for three and nine months ended September 30, 2023, are $ 16 million and $ 41 million, respectively. (d) WM Renewable Energy pays a 15 % intercompany royalty to our Collection and Disposal businesses for landfill gas. The total amount of royalties in income from operations for the three and nine months ended September 30, 2024, are $ 13 million and $ 34 million, respectively. The total amount of royalties in income from operations for the three and nine months ended September 30, 2023, are $ 10 million and $ 30 million, respectively . 18 ​ The mix of operating revenues from our major lines of business are as follows (in millions): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Intercompany ​ Net ​ Operating ​ Operating ​ Operating ​ ​ Revenues Revenues (a) Revenues Three Months Ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Commercial $ 1,564 ​ $ ( 205 ) ​ $ 1,359 Industrial ​ 1,003 ​ ​ ( 206 ) ​ 797 Residential ​ ​ 897 ​ ​ ( 22 ) ​ ​ 875 Other collection ​ 822 ​ ( 57 ) ​ 765 Total collection ​ 4,286 ​ ( 490 ) ​ 3,796 Landfill ​ ​ 1,345 ​ ​ ( 422 ) ​ ​ 923 Transfer ​ ​ 641 ​ ​ ( 276 ) ​ ​ 365 Total Collection and Disposal ​ 6,272 ​ ( 1,188 ) ​ 5,084 Recycling Processing and Sales ​ 503 ​ ( 71 ) ​ 432 WM Renewable Energy ​ 88 ​ ( 1 ) ​ 87 Corporate and Other ​ ​ 12 ​ ​ ( 6 ) ​ ​ 6 Total ​ $ 6,875 ​ $ ( 1,266 ) ​ $ 5,609 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial $ 1,464 ​ $ ( 179 ) ​ $ 1,285 Industrial ​ 982 ​ ​ ( 194 ) ​ 788 Residential ​ ​ 875 ​ ​ ( 23 ) ​ ​ 852 Other collection ​ 773 ​ ( 55 ) ​ 718 Total collection ​ 4,094 ​ ( 451 ) ​ 3,643 Landfill ​ ​ 1,259 ​ ​ ( 412 ) ​ ​ 847 Transfer ​ ​ 594 ​ ​ ( 263 ) ​ ​ 331 Total Collection and Disposal ​ 5,947 ​ ( 1,126 ) ​ 4,821 Recycling Processing and Sales ​ 386 ​ ( 81 ) ​ 305 WM Renewable Energy ​ 68 ​ ( 1 ) ​ 67 Corporate and Other ​ ​ 12 ​ ​ ( 7 ) ​ ​ 5 Total ​ $ 6,413 ​ $ ( 1,215 ) ​ $ 5,198 ​ 19 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Intercompany ​ Net ​ Operating ​ Operating ​ Operating ​ ​ Revenues Revenues (a) Revenues Nine Months Ended September 30: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ Commercial $ 4,591 ​ $ ( 586 ) ​ $ 4,005 Industrial ​ 2,915 ​ ​ ( 592 ) ​ 2,323 Residential ​ ​ 2,659 ​ ​ ( 67 ) ​ ​ 2,592 Other collection ​ 2,354 ​ ( 162 ) ​ 2,192 Total collection ​ 12,519 ​ ( 1,407 ) ​ 11,112 Landfill ​ ​ 3,813 ​ ​ ( 1,225 ) ​ ​ 2,588 Transfer ​ ​ 1,819 ​ ​ ( 797 ) ​ ​ 1,022 Total Collection and Disposal ​ 18,151 ​ ( 3,429 ) ​ 14,722 Recycling Processing and Sales ​ 1,414 ​ ( 209 ) ​ 1,205 WM Renewable Energy ​ 228 ​ ( 3 ) ​ 225 Corporate and Other ​ ​ 36 ​ ​ ( 18 ) ​ ​ 18 Total ​ $ 19,829 ​ $ ( 3,659 ) ​ $ 16,170 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Commercial $ 4,300 ​ $ ( 508 ) ​ $ 3,792 Industrial ​ 2,889 ​ ​ ( 563 ) ​ 2,326 Residential ​ ​ 2,595 ​ ​ ( 73 ) ​ ​ 2,522 Other collection ​ 2,207 ​ ( 161 ) ​ 2,046 Total collection ​ 11,991 ​ ( 1,305 ) ​ 10,686 Landfill ​ ​ 3,672 ​ ​ ( 1,220 ) ​ ​ 2,452 Transfer ​ ​ 1,719 ​ ​ ( 779 ) ​ ​ 940 Total Collection and Disposal ​ 17,382 ​ ( 3,304 ) ​ 14,078 Recycling Processing and Sales ​ 1,154 ​ ( 239 ) ​ 915 WM Renewable Energy ​ 201 ​ ( 3 ) ​ 198 Corporate and Other ​ ​ 38 ​ ​ ( 20 ) ​ ​ 18 Total ​ $ 18,775 ​ $ ( 3,566 ) ​ $ 15,209 (a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service. Our financial and operating results may fluctuate for many reasons, including period-to-period changes in the relative contribution of revenue by each line of business, changes in commodity prices and general economic conditions. Our operating revenues and volumes typically experience seasonal increases in the summer months that are reflected in second and third quarter revenues and results of operations. Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events can significantly affect the operating results of the geographic areas affected. Extreme weather events may also lead to supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount of waste generated by their operations. Conversely, certain destructive weather and climate conditions, such as wildfires in the Western U.S. and hurricanes that most often impact our operations in the Southern and Eastern U.S. during the second half of the year, can increase our revenues in the geographic areas affected as a result of the waste volumes generated by these events. While weather-related and other event-driven special projects can boost revenues through additional work for a limited time, due to significant start-up costs and other factors, such revenue can generate earnings at comparatively lower margins. 20 ​ 8. Acquisitions During the nine months ended September 30, 2024, we completed solid waste and recycling acquisitions primarily in New York, Florida, North Carolina, and Arizona with total consideration of $ 780 million, which included $ 774 million in cash paid and $ 6 million of other consideration, specifically purchase price holdbacks. In addition, we paid $ 16 million of holdbacks, primarily related to prior year acquisitions. Total consideration for our 2024 acquisitions was primarily allocated to $ 160 million of property and equipment, $ 78 million of other intangible assets, primarily customer relationships, and $ 581 million of goodwill. The goodwill was primarily a result of expected synergies from combining the acquired businesses with our existing operations and substantially all was tax deductible. We remain in the measurement period for most of our acquisitions, and adjustments to our preliminary purchase price allocation may occur. Pending Acquisition of Stericycle On June 3, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all outstanding shares of Stericycle for $ 62.00 per share in cash, representing a total enterprise value of approximately $ 7.2 billion when including approximately $ 1.4 billion of Stericycle’s net debt. Stericycle is a U.S. based leading provider of compliance-based solutions for regulated waste, including medical waste, and secure information destruction. Stericycle serves customers in North America and Europe. We expect the Stericycle acquisition to close in the fourth quarter of 2024, and we intend to finance the Stericycle acquisition through a combination of bank debt, commercial paper and/or issuance of senior notes. 9. (Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net (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 pending acquisition of Stericycle. The nine months ended September 30, 2024 include 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 recorded during the second quarter of 2024. This charge is reflected in our Corporate and Other measures within our segment reporting. (Gain) loss from divestitures, asset impairments and unusual items, net for the three and nine months ended September 30, 2023 were not material. 10. Accumulated Other Comprehensive (Loss) Income The changes in the balances of each component of accumulated other comprehensive (loss) income, 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, 2023 ​ $ 17 ​ $ 8 ​ $ ( 68 ) ​ $ 6 ​ $ ( 37 ) Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $( 9 ), $ 3 , $ 0 and $ 0 , respectively ​ ( 26 ) ​ 10 ​ ( 22 ) ​ — ​ ( 38 ) Amounts reclassified from accumulated other comprehensive (income) loss, net of tax (expense) benefit of $ 0 , $ 0 , $ 0 and $ 0 , respectively ​ — ​ ​ — ​ — ​ ​ ( 1 ) ​ ( 1 ) Net current period other comprehensive income (loss) ​ ( 26 ) ​ 10 ​ ( 22 ) ​ ( 1 ) ​ ( 39 ) Balance, September 30, 2024 ​ $ ( 9 ) ​ $ 18 ​ $ ( 90 ) ​ $ 5 ​ $ ( 76 ) ​ ​ 21 ​ ​ 11. 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 February 2024, we repurchased 0.2 million shares of our common stock through an October 2023 Accelerated Share Repurchase (“ASR”) agreement that completed in February 2024, based on a final weighted average price of $ 175.29 . Also in February 2024, 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 initially received 1 million shares based on a stock price of $ 199.16 , exclusive of the applicable 1% excise tax. The ASR agreement completed in April 2024 and we received 0.2 million additional shares based on a final weighted average price of $ 206.23 . In the second quarter of 2024 we repurchased 0.1 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 $ 12 million, inclusive of per-share commissions, at a weighted average price of $ 209.20 . There were no common stock repurchases during the third quarter of 2024. As of September 30, 2024, the Company has authorization for $ 1,238 million of future share repurchases. As a result of the pending Stericycle acquisition discussed in Note 8, the Company previously announced that it has temporarily suspended share repurchases. The amount of future share repurchases executed under our Board of Directors’ authorization is determined at management’s discretion, based on various factors, including our net earnings, financial condition and cash required for future business plans, growth and acquisitions. 12. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, ​ December 31, ​ 2024 2023 Quoted prices in active markets (Level 1): ​ ​ ​ ​ ​ ​ Cash equivalents and money market funds $ 444 $ 327 Equity securities ​ ​ 74 ​ ​ 61 Significant other observable inputs (Level 2): ​ ​ ​ ​ ​ ​ Available-for-sale securities (a) ​ 489 ​ 431 Total assets measured at fair value $ 1,007 ​ $ 819 ​ ​ ​ ​ ​ ​ ​ Significant other observable inputs (Level 2): ​ ​ ​ ​ ​ ​ Interest rate derivatives ​ $ 35 ​ $ — Total liabilities measured at fair value $ 35 ​ $ — (a) Our available-for-sale securities primarily relate to debt securities with maturities over the next ten years. See Note 9 for information related to our nonrecurring fair value measurements. ​ Fair Value of Debt As of September 30, 2024 and December 31, 2023, the carrying value of our debt was $ 16.7 billion and $ 16.2 billion, respectively. The estimated fair value of our debt was approximately $ 16.3 billion as of September 30, 2024 and $ 15.6 billion as of December 31, 2023. 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 22 ​ of fair value. Accordingly, our estimates are not necessarily indicative of the amounts that we, or holders of the instruments, could realize in a current market exchange. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of September 30, 2024 and December 31, 2023. These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented. 13. Variable Interest Entities The following is a description of our financial interests in unconsolidated and consolidated variable interest entities that we consider significant: Low-Income Housing Properties We do not consolidate our investments in entities established to manage low-income housing properties because we are not the primary beneficiary of these entities as we do not have the power to individually direct the activities of these entities. Our aggregate investment balance in these entities was $ 381 million and $ 458 million as of September 30, 2024 and December 31, 2023, respectively. The debt balance related to our investments in low-income housing properties was $ 373 million and $ 408 million as of September 30, 2024 and December 31, 2023, 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 (loss) income. Our investments and receivables related to these trusts had an aggregate carrying value of $ 112 million and $ 104 million as of September 30, 2024 and December 31, 2023, respectively. Consolidated Variable Interest Entities — Trust funds for which we are the sole beneficiary are consolidated because we are the primary beneficiary. These trust funds are recorded in restricted funds in our 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 (loss) income. These trusts had a fair value of $ 124 million and $ 119 million as of September 30, 2024 and December 31, 2023, respectively. 14. Subsequent Events Stericycle Exchange Offer and Consent Solicitation On September 10, 2024, we announced that, in connection with the acquisition of Stericycle, we commenced a private exchange offer (the “Exchange Offer”) and related consent solicitation on behalf of Stericycle (the “Consent Solicitation”) with respect to the outstanding 3.875 % Senior Notes due 2029 issued by Stericycle (the “SRCL Notes”). The Exchange Offer and the Consent Solicitation are being made upon the terms and conditions set forth in an exchange offer memorandum and consent solicitation statement dated September 10, 2024 (the “Offering Memorandum”). Pursuant to the Exchange Offer, we are offering to issue new notes (the “WM Notes”) in exchange for any and all of the $ 500 million aggregate principal amount of the SRCL Notes held by holders eligible to participate in the Exchange Offer (“Eligible Holders”). The WM Notes will have the same interest rate, interest payment dates and maturity date as the exchanged SRCL notes but will differ in certain respects from the SRCL Notes, including the redemption provisions, as described in the Offering Memorandum. In addition, pursuant to the Consent Solicitation, we solicited on behalf of 23 ​ Stericycle and, as of September 23, 2024, we received consents from the Eligible Holders to amend the SRCL Notes and the related indenture under which they were issued to eliminate substantially all of the restrictive covenants, restrictive provisions and events of default, other than payment-related, guarantee-related and bankruptcy-related events of default (the “Proposed Amendments”). The Exchange Offer and Consent Solicitation are being made solely pursuant to the conditions set forth in the Offering Memorandum in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended, and are conditioned upon, among other things, the consummation of the acquisition of Stericycle. As of September 23, 2024 (the “Early Tender Date”), $ 474,581,000 in aggregate principal amount of SRCL Notes, representing approximately 94.92 % of the aggregate principal amount of SRCL Notes outstanding, had been validly tendered and not validly withdrawn. As a result, we have received the requisite number of consents to adopt the Proposed Amendments. Eligible Holders of SRCL Notes validly tendered and not validly withdrawn by the Early Tender Date, and accepted for exchange, will receive at settlement an equal principal amount of WM Notes and cash consideration of approximately $ 2.63 per $1,000 principal amount of SRCL Notes. On October 8, 2024, we issued a press release extending the expiration date of the Exchange Offer and Consent Solicitation (the “Expiration Date”) from October 8, 2024 to October 31, 2024, which may be further extended by us in our sole discretion. As of October 8, 2024, $ 485,255,000 in aggregate principal amount of SRCL Notes representing approximately 97.05 % of the aggregate principal amount of SRCL Notes outstanding, had been validly tendered and not validly withdrawn. Eligible Holders of SRCL Notes validly tendered and not validly withdrawn after the Early Tender Deadline but on or prior to the Expiration Date, and accepted for exchange, will receive at settlement $ 970 principal amount of WM Notes per $ 1,000 principal amount of SRCL Notes and no cash consideration. We expect to settle the Exchange Offer on or about the third business day after the Expiration Date, as such date may be further extended. Pending Acquisition of Stericycle and Related Financing We currently expect to draw $ 5.2 billion principal amount of borrowings under the Term Credit Agreement to finance the majority of the Stericycle acquisition consideration. On October 28, 2024, we entered into a first amendment to the Term Credit Agreement to simplify logistics and permit such borrowings in advance of closing the acquisition. All conditions to closing the Stericycle acquisition with respect to antitrust and foreign direct investment laws have now been satisfied, with the exception of only the final clearance from the Competition Bureau of Canada pursuant to the Canadian Competition Act. This final clearance, funding of the borrowings under the Term Credit Agreement and the closing of the Stericycle acquisition are expected to occur in the fourth quarter of 2024. ​ ​ ​ 24 ​