What changed in this filing

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Item 1. Business

2025-02-19 compared with 2024-02-13 · 268 added, 174 removed, 306 unchanged (59% of the section changed)

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Our solid waste business is operated and managed locally by our subsidiaries that focus on distinct geographic areas and provide collection, transfer, disposal, recycling and resource recovery services.

Through our subsidiaries, including our Waste Management Renewable Energy (“WM Renewable Energy”) business, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S.

Through our subsidiaries, including our Waste Management Renewable Energy (“WM Renewable Energy”) segment, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S.

and Canada that produce renewable electricity and renewable natural gas, which is a significant source of fuel that we allocate to our natural gas fleet.

During 2024, our largest customer represented less than 5% of annual revenues.

On November 4, 2024, we completed our acquisition of all outstanding shares of Stericycle, Inc.

(“Stericycle”), the operations of which are presented in this report as our new WM Healthcare Solutions segment.

The acquisition expands our offerings in the U.S.

and Canada and adds operations in parts of Western Europe.

These businesses provide Regulated Waste and Compliance Services (“RWCS”) and Secure Information Destruction (“SID”) services that protect people and brands, promote health and well-being and safeguard the environment.

Stericycle operates out of approximately 361 leased and owned facilities worldwide with 69 autoclaves or alternative medical waste treatment facilities, 18 medical waste incinerator facilities, 107 SID processing facilities, and 167 transfer stations.

Included within our WM Healthcare Solutions segment are 35 locations that are classified as held for sale as of December 31, 2024.

The acquisition is discussed further in Note 17 to the Consolidated Financial Statements.

We own or operate 262 landfill sites, which is the largest network of landfills throughout the U.S.

In order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, we manage 332 transfer stations that consolidate, compact and transport waste efficiently and economically.

In order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, we manage 339 transfer stations, excluding those acquired from Stericycle, that consolidate, compact and transport waste efficiently and economically.

We also use waste to create energy, recovering the gas produced naturally as waste decomposes in landfills and using the gas in generators to make electricity.

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we remain dedicated to providing long-term value to our stockholders by successfully executing our core strategy of focused differentiation and continuous improvement.

We have enabled a people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental impact, and sustainability and environmental stewardship is embedded in all that we do.

We have enabled a people-first, technology-led focus to drive our mission to maximize resource value, while minimizing environmental

impact, and sustainability and environmental stewardship is embedded in all that we do.

Our strategy leverages and sustains the strongest asset network in the industry to drive best-in-class customer experience and growth.

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We believe that focused differentiation, which is driven by capitalizing on our unique and extensive network of assets, will deliver profitable growth and position us to leverage competitive advantages.

Simultaneously, we believe that investing in automation to improve processes and drive operational efficiency combined with a focus on the cost to serve our customer will yield an attractive profit margin and enhanced service quality.

We are furthering our strategy of focused differentiation and continuous improvement beyond our traditional waste operations through our sustainability growth strategy that includes significant planned investments in our WM Renewable Energy and Recycling Processing and Sales businesses, while increasing automation and reducing labor dependency.

We are also evaluating and pursuing emerging diversion technologies that may generate additional value.

Simultaneously, we believe that investing in automation to improve processes and drive operational efficiency combined with a focus on the cost to serve our customers will yield an attractive profit margin and enhanced service quality.

We are furthering our strategy of focused differentiation and continuous improvement beyond our traditional waste operations through our sustainability growth strategy that includes significant planned investments in our WM Renewable Energy and Recycling Processing and Sales segments, while increasing automation and reducing labor dependency.

In addition, with our acquisition of Stericycle, we have advanced our growth strategy and built upon our sustainability initiatives.

The acquisition provides a complementary business platform in medical waste, a sector with attractive near- and long-term growth dynamics, and in secure information destruction services to further our leading suite of comprehensive waste and environmental solutions.

Furthermore, we are also evaluating and pursuing emerging diversion technologies that may generate additional value.

Our Company’s goals are targeted at putting our people first, positioning them to serve and care for our customers, the environment, the communities in which we work and our stockholders.

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We believe that execution of our strategy will deliver shareholder value and leadership in a dynamic industry and in any economic environment.

In addition, we intend to continue to return value to our stockholders through dividend payments and our common stock repurchase program.

In addition, we intend to continue to return value to our stockholders through dividend payments and expect to resume share repurchases once the Company’s leverage returns to targeted levels, which is currently projected to be about 18 months after the November 2024 acquisition of Stericycle.

In December 2024, we announced that our Board of Directors expects to increase the quarterly dividend from $0.75 to $0.825 per share for dividends declared in 2025, which is a 10% increase from the quarterly dividends we declared in 2024.

This is an indication of our ability to generate strong and consistent cash flows and marks the 21st consecutive year of dividend increases.

This is an indication of our ability to generate strong and consistent cash flows and marks the 22nd consecutive year of dividend increases.

All quarterly dividends will be declared at the discretion of our Board of Directors and depend on various factors, including our net earnings, financial condition, cash required for future business plans, growth and acquisitions and other factors the Board of Directors may deem relevant.

To enhance transparency regarding our financial performance, highlight the strength and consistency of our core solid waste businesses, and underscore our commitment to sustainability through planned and ongoing investments in our Recycling Processing and Sales, and WM Renewable Energy businesses, beginning in the fourth quarter of 2023, our senior management revised its segment reporting to (i) reflect the financial results of our collection, transfer, disposal and resource recovery services businesses independently;

(ii) combine the results of all recycling facilities from our East and West Tier segments with our recycling brokerage and sales activities to form a newly created Recycling Processing and

Sales reportable segment and (iii) include our WM Renewable Energy business as a reportable segment.

Accordingly, our senior management now 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”);

Our senior management evaluates, oversees and manages the financial performance of our business through five reportable segments, referred to as (i) Collection and Disposal - East Tier (“East Tier”);

(ii) Collection and Disposal - West Tier (“West Tier”);

(iii) Recycling Processing and Sales and (iv) WM Renewable Energy.

Our East and West Tiers, 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.

(iii) Recycling Processing and Sales, (iv) WM Renewable Energy and (v) WM Healthcare Solutions.

Our East and West Tiers along with certain ancillary services (“Other Ancillary”) that are not managed through our Tier segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses.

Our East Tier primarily consists of geographic areas located in the Eastern U.S., the Great Lakes region and substantially all of Canada.

Our West Tier primarily includes geographic areas located in the Western U.S., including the upper Midwest region and British Columbia, Canada.

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

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

For further discussion refer to Note 19 of our Consolidated Financial Statements.

Reclassifications have been made to our prior period consolidated financial information to conform to the current year presentation.

Collection and Disposal

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As of December 31, 2024, we owned or operated 257 solid waste landfills and five secure hazardous waste landfills, which represents the largest network of landfills throughout the U.S.

As of December 31, 2023, we owned or controlled the management of 237 sites with remedial activities, that are in closure or that have received a certification of closure from the applicable regulatory agency.

As of December 31, 2024, we owned or controlled the management of 239 sites with remedial activities that are in closure or have received a certification of closure from the applicable regulatory agency.

Solid waste landfills are constructed and operated on land with engineering safeguards that limit the possibility of water and air pollution and are operated under procedures prescribed by regulation.

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All solid waste management companies must have access to a disposal facility, such as a solid waste landfill.

The significant capital requirements of developing and operating a landfill serve as a barrier to landfill ownership and, thus,

third-party haulers often dispose of waste at our landfills.

The significant capital requirements of developing and operating a landfill serve as a barrier to landfill ownership and, thus, third-party haulers often dispose of waste at our landfills.

It is usually preferable for our collection operations to use disposal facilities that we own or operate, a practice we refer to as internalization, rather than using third-party disposal facilities.

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Generally, these treatments involve the separation or removal of solid materials from liquids and chemical treatments that transform waste into inert materials that are no longer hazardous.

Our hazardous waste landfills are sited, constructed and operated in a manner designed to provide long-term containment of waste.

Our hazardous waste landfills are sited, constructed and operated in a manner designed to provide long-term

containment of waste.

We also operate a hazardous waste facility at which we isolate treated hazardous waste in liquid form by injection into deep wells that have been drilled in certain acceptable geologic formations far below the base of fresh water to a point that is safely separated by other substantial geological confining layers.

Included within our Collection and Disposal businesses are landfills having (i) 20 third-party power generating facilities converting our landfill gas to fuel electricity generators;

(ii) 14 third-party renewable natural gas (“RNG”) facilities processing landfill gas to be sold to natural gas suppliers and (iii) two third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

(ii) 16 third-party renewable natural gas (“RNG”) facilities processing landfill gas to be sold to natural gas suppliers and (iii) six third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

In return for providing our landfill gas, we receive royalties from each facility, including the benefit of a 15% royalty from our WM Renewable Energy segment based on net operating revenue generated through the sale of RNG, renewable identification numbers (“RINs”), electricity and capacity, Renewable Energy Credits (“RECs”) and related environmental attributes from the 84 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our active landfills, which is eliminated in consolidation.

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Our strategic accounts program provides these customers with streamlined service, enhanced reporting, measurement tools aimed at meeting sustainability objectives and centralized billing and management of accounts.

Sustainability and Environmental Solutions (“SES”) — Our SES business collaborates with our geographic areas and WMSBS team to offer our customers end-to-end solutions that help businesses achieve their sustainability, recycling and waste diversion goals while meeting industry-specific compliance requirements and rising environmental demands.

These solutions include (i) Sustainability Services, where our employees provide full-service waste management solutions and consulting services, working full-time onsite at our customers’ facilities or through remote-managed programs (this service is managed through our SES business but reflected principally in our collection line of business);

Sustainability and Environmental Solutions (“SES”) — Our SES business collaborates with our geographic areas and national accounts sales team to offer our customers end-to-end solutions that help businesses achieve their sustainability, recycling and waste diversion goals while meeting industry-specific compliance requirements and rising environmental demands.

These solutions include (i) Sustainability Services, where our employees provide full-service waste management solutions and advisory services, working full-time onsite at our customers’ facilities or through remote-managed programs (this service is managed through our SES business but reflected principally in our collection line of business);

(ii) remediation and construction services;

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We not only collect materials from households and businesses across the U.S.

and Canada, we also sell them to manufacturers to be recycled and sold generally within the North American market.

and Canada, we also process and sell them to manufacturers to be recycled and sold generally within the North American market.

Demand for recycled materials is generally growing.

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We are investing in enhanced recycling facility technology at new and existing facilities to benefit labor productivity, support increased recycling capacity and allow for dynamic adjustments to respond to evolving end-market demands.

In 2023, we opened eight new recycling facilities within the U.S.

In 2023 and 2024, we opened eight and three new recycling facilities, respectively, within the U.S.

and Canada equipped with advanced recycling technology.

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Utilizing the resources and capabilities of our recycling service centers and account managers, we can assist customers in marketing and selling their recycling commodities with minimal capital requirements.

Organics processing and sales — We collect recyclable food and yard waste from commercial, residential, and industrial customers, and process these materials through a network of mulching, composting, CORe®, and anaerobic digestion facilities.

As of December 31, 2024, we operated 49 organics recycling facilities and also partner with third-party processors.

Our network of facilities utilizes, markets and sells products including mulch, compost, soil amendments, and renewable energy.

The recyclable materials processed in our recycling facilities are received from various sources, including third parties and our own operations.

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In our materials processing business, we have been transitioning our customer base over time from the traditional rebate model, where we paid suppliers for the inbound material, to a fee-for-service model that ensures the cost of processing the recyclable materials is covered along with an acceptable margin.

With our current fee-for-service model, the pricing for these recyclable materials can either be a charge or “tip fee” when commodity pricing does not cover our cost to process the recyclable materials or a “rebate” when commodity pricing is higher than our processing costs and we are able to share this benefit with the customers generating recyclable materials.

In some cases, our pricing is based on fixed contractual rates or on defined minimum per-ton rates.

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WM Renewable Energy

We develop, operate and promote projects for the beneficial use of landfill gas through our WM Renewable Energy businesses.

We develop, operate and promote projects for the beneficial use of landfill gas through our WM Renewable Energy segment.

Landfill gas is produced naturally as waste decomposes in a landfill.

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For 23 of these projects, the gas is used at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

For six of these projects, the landfill gas is processed to pipeline-quality RNG and then sold to natural gas suppliers.

The revenues from these facilities are primarily generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes.

For 11 of these projects, the landfill gas is processed to pipeline quality RNG and then sold to natural gas suppliers.

Additionally, three of these projects are on third-party landfills.

The revenues from these facilities are primarily generated through the sale of RNG, RINs, electricity and capacity, heat and/or steam, RECs and related environmental attributes.

WM Renewable Energy is charged a 15% royalty on net operating revenue from these facilities residing on our active and closed landfills from our Collection and Disposal and Corporate and Other businesses, which is eliminated in consolidation.

Additionally, WM Renewable Energy operates and maintains 12 third-party landfill beneficial gas use projects in return for service revenue.

Additionally, WM Renewable Energy operates and maintains seven third-party landfill beneficial gas use projects in return for service revenue.

Our Collection and Disposal and Corporate and Other businesses benefit from these projects as well as 52 additional third-party landfill beneficial gas use projects in the form of royalties.

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RINs and RECs prices generally respond to regulations enacted by the EPA or other regulatory bodies, as well as fluctuations in supply and demand.

WM Healthcare Solutions

Our WM Healthcare Solutions segment, through our subsidiary Stericycle, is primarily a business-to-business company providing RWCS and SID services that protect people and brands, promote health and well-being and safeguard the environment.

WM Healthcare Solutions serves customers in the U.S., Canada and Western Europe with solutions to safely manage materials that could otherwise spread disease, contaminate the environment, or compromise one’s identity.

Services provided through our WM Healthcare Solutions segment includes the following:

Regulated Waste and Compliance Services

WM Healthcare Solutions includes compliance programs and collection, processing, and disposal of regulated and specialized waste, including medical, pharmaceutical and hazardous waste.

RWCS are provided to customers in the U.S., Canada, Ireland and the United Kingdom (“U.K.”).

Regulated waste can be defined as any material subject to government-imposed guidelines for handling the material for transportation or disposal.

Examples include medical waste, pathological waste, sharps and pharmaceutical waste.

Collection and Transportation — The collection process for regulated waste streams begins at the customer location with waste segregation.

To assure regulatory compliance, we educate our customers and will not accept material from

customers unless it complies with our waste acceptance protocols and is properly stored or packaged in containers that we have either supplied or approved and is appropriately labeled.

Our team members then collect containers at the customer location via our fleet of vehicles.

The majority of collected waste is then transported directly to one of our processing facilities or to one of our WM Healthcare Solutions transfer stations where waste is aggregated until it is transported to a processing facility.

Processing and Disposal of Regulated Waste — Upon arrival at a processing facility, containers or boxes of regulated waste undergo a quality control process to verify that they do not contain any unacceptable substances.

Any container or box that is discovered to contain unacceptable waste goes through a corrective action process which could include redirecting the waste, returning the waste to the customer and/or notifying the appropriate regulatory authorities.

From there, regulated waste is processed using one of several treatments or processing technologies, predominantly at one of our facilities:

● Autoclaving — Autoclaving is the primary method of regulated waste treatment.

This process relies on steam at high temperature and pressure to kill pathogens and render materials non-infectious.

● Alternative Technologies — We use several different non-incineration alternatives to autoclaves, predominantly outside of the U.S.

The processes used by these technologies are similar to autoclaving, as the regulated waste is heated to a specified temperature for a required time to kill the pathogens and render materials non-infectious.

Depending on local requirements, the waste may be shredded before or after treatment to render it unrecognizable.

● Incineration — While we strive to use alternative, non-incineration methods for treating medical waste, incineration remains a regulatory requirement and/or a best practice in certain geographies or for certain types of medical waste that need to be chemically destroyed.

Incineration burns regulated waste at elevated temperatures and reduces it to ash.

Incineration reduces the volume of waste, and it is the recommended treatment and disposal option for some types of regulated waste such as anatomical waste, residues from chemotherapy procedures and non-hazardous pharmaceutical waste.

Air emissions from incinerators can contain certain byproducts that are subject to federal, state and in some cases, local regulation.

In some circumstances, the ash byproduct of incineration may be regulated.

Upon completion of the treatment process, the resulting waste or incinerator ash is transported for disposal in a landfill owned by unaffiliated third parties or by the Company.

Additionally, in several of our incineration facilities, primarily in the U.K., we use different types of waste-to-energy solutions as part of our processes.

Secure Information Destruction

WM Healthcare Solutions also provides for the collection of personal and confidential information for secure destruction and recycling of sorted office paper.

SID services are provided to customers in the U.S., Belgium, Canada, France, Germany, Ireland, Luxembourg, the Netherlands and the U.K.

We leverage a combination of off-site and on-site document destruction methods for one-time and recurring paper shredding.

Our service offerings leverage cross-cut shredding technology to enhance the security level of destruction and can provide secure chain-of-custody and proof of service.

Shredded paper is then sold as sorted office paper.

Corporate and Other

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This includes the activities of our corporate office, including costs associated with our long-term incentive program, expanded service offerings and solutions (such as our investments in businesses and technologies that are designed to offer services and solutions ancillary or supplementary to our current operations) as well as our closed sites.

Included within our Corporate and Other businesses are closed sites that include (i) five third-party power generating facilities converting our landfill gas to fuel electricity generators;

(ii) one third-party project delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes and (iii) one third-party RNG processing landfill gas to be sold to natural gas suppliers in return for a royalty.

Additionally, Corporate and Other benefits

from a 15% royalty from our WM Renewable Energy segment based on net operating revenue generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes from the nine landfill beneficial use renewable energy projects owned by WM Renewable Energy on our closed sites, which is eliminated in consolidation.

Included within our Corporate and Other businesses’ closed sites are (i) six third-party power generating facilities converting our landfill gas to fuel electricity generators;

(ii) two third-party projects delivering our landfill gas by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes and (iii) two third-party RNG facilities processing landfill gas to be sold to natural gas suppliers in return for a royalty.

Additionally, Corporate and Other benefits from a 15% royalty from our WM Renewable Energy segment based on net operating revenue generated through the sale of RNG, RINs, electricity and capacity, RECs and related environmental attributes from the 15 landfill beneficial use renewable energy projects owned by WM Renewable Energy on our closed sites, which is eliminated in consolidation.

We continue to invest in businesses and technologies that are designed to offer services and solutions ancillary or supplementary to our current operations.

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The prices that we charge are determined locally, and typically vary by volume and weight, type of waste collected, treatment requirements, risk of handling or disposal, frequency of collections, distance to final disposal sites, the availability of airspace within the geographic region, labor costs and amount and type of equipment furnished to the customer.

We face intense competition in our solid waste business based on pricing and quality of service.

We face intense competition based on pricing and quality of service.

We also compete for business based on breadth of service offerings.

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Human Capital Resources

As of December 31, 2023, we had approximately 48,000 full-time employees across the U.S., Canada and India.

As of December 31, 2024, we had approximately 61,700 full-time employees across the U.S., Canada, Western Europe, and India.

Approximately 54,300 employees were located within the U.S.

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Approximately 9,900 of our employees are covered by collective bargaining agreements.

Additional information about our workforce can be found in our 2023 Sustainability Report at https://sustainability.wm.com.

Additional information about our workforce can be found in our 2024 Sustainability Report at sustainability.wm.com, which was issued prior to our acquisition of Stericycle and does not incorporate any aspects of the acquired operations.

Our 2024 Sustainability Report does not constitute a part of, and is not incorporated by reference into, this report or any other report we file with (or furnish to) the SEC, whether made before or after the date of this Annual Report on Form 10-K.

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Our success depends upon effective leadership, the contributions of each employee and our ability to give them the tools they need to safely execute their roles as well as to develop and excel in their careers.

As our industry and workforce evolve, we are focused on our imperatives of keeping our employees safe, improving diversity and inclusion (“D&I”) at all levels of our Company, managing employee turnover, increasing retention, succession planning and development, and supporting employee experience, ongoing cultural integration and knowledge transfer.

As our industry and workforce evolve, we are focused on our imperatives of keeping our employees safe, being an inclusive employer at all levels of our Company, managing employee turnover, increasing retention, succession planning and development, and supporting employee experience, ongoing cultural integration and knowledge transfer.

We regularly focus on these objectives when managing our business.

We strive to be a workplace of choice through competitive pay, comprehensive benefits for long-term financial and personal health and opportunities for growth across our ranks.

"We Are WM" is our Employer Value Proposition, grounded in our People First commitment and shared through a framework that enables us to display that we are (i) investing in our teams by providing comprehensive benefits;

"We Are WM" is our Employer Value Proposition, grounded in our People First commitment and shared through a framework that enables us to demonstrate that we are (i) investing in our teams by providing comprehensive benefits;

(ii) committed to the growth of our team by providing state-of-the-art trainings and our education benefit, Your Tomorrow, as further discussed under Compensation and Benefits ;

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TRIR measures the number of injuries occurring per 100 employees per year (number of injuries per 200,000 hours).

Our TRIR as of December 31, 2023 and 2022 was 3.08 and 3.02, respectively.

While our overall results in 2023 did not demonstrate targeted progress toward the 2030 goal, we were able to determine that a significant driver of the measure in the current year was related to acquisition activity.

Our TRIR as of December 31, 2024 was 3.23.

While our overall results in 2024 did not demonstrate targeted progress toward the 2030 goal, we were able to determine that the number of incidents is meaningfully improving for our core operations, though these improvements have been offset by the impacts of acquisition activity as well as a significant reduction in work hours from an improvement in driver retention and operational efficiency.

We often find that the discipline and culture of the Company benefit acquired businesses.

Accordingly, while there can be short-term impacts from acquisitions on measures such as TRIR, we are confident that the time and resources dedicated to bolstering our safety commitment have us on track for continued progress in the years ahead.

The Company also remains focused on the prevention of serious injuries, and reduced the number of serious injuries that resulted in multiple days away from work or a change in job role by 8% in 2023.

Diversity and Inclusion

Accordingly, while there can be short-term impacts from acquisitions on measures such as TRIR, we are confident that the time and resources dedicated to

pursuing our safety commitment have us on track for continued progress in the years ahead.

The Company reduced overall (5.8%), OSHA recordable (2.2%), and Lost Time (2.4%) injuries in 2024 and remains focused on the prevention of serious injuries.

Cultivating Belonging

We embrace and cultivate respect, trust, open communications and diversity of thought and people.

We are committed to fostering an environment where all team members feel welcomed, valued and seen.

We see D&I as core in everything that we do.

Our commitment to D&I starts at the top with our senior leadership team being comprised of 20% ethnic minorities and 30% women as of December 31, 2023;

and with our overall workforce in the U.S.

being comprised of

approximately 43% ethnic minorities and approximately 19% women as of the same date.

We are proud of what we have been able to achieve so far, and we will continue to strive to further embed D&I within the Company.

To solidify this commitment, in 2022 the Company developed two new D&I goals:

(i) increase the overall representation of women in our workforce and (ii) increase the representation of racial/ethnic minority employees in our manager roles and above.

To enable us to achieve our goals, we have empowered a cross-functional D&I Council to evaluate and enhance our policies, practices and procedures, recruitment and partnerships to ensure that our D&I efforts are sustainable and are tied to our business strategy.

Our commitment to a culture of belonging is reflected in the diverse backgrounds of our Board of Directors and senior leadership team and in our overall workforce in the U.S., which is comprised of individuals of all ethnicities and genders.

Additional information about our workforce can be found in our 2024 Sustainability Report at sustainability.wm.com.

We are proud of what we have been able to achieve so far, and we will continue to strive to further embed a culture of belonging within the Company.

To enable us to achieve a workplace where all feel welcomed and valued, we are committed to evaluating our policies, practices and procedures, recruitment and partnerships to ensure that our efforts are fair, sustainable and tied to our business strategy.

Learning and Development

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Compensation and Benefits

The objective of our compensation and benefit programs is to attract, engage, reward and incentivize valuable employees who will support the successful execution of our strategy.

The objective of our compensation and benefit programs is to attract, engage, reward and incentivize valuable employees who will drive the successful execution of our strategy.

We pay the full cost to provide employees with short-term disability benefits, long-term disability benefits, basic life insurance for the employee and their dependents, and employee and family assistance benefits.

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We also recognize the value of learning beyond the workplace.

In 2021, we announced a new education benefit, Your Tomorrow.

Your Tomorrow was created in partnership with Guild Education to pay 100% of benefits-eligible employees’ and dependents’ tuition for a broad range of four-year college degree programs, as well as programs such as high-school equivalency and, for employees, other certificate programs and graduate degrees.

We also provide plans to help employees save for their future.

Our education benefit, Your Tomorrow, pays benefits-eligible employees’ and dependents’ tuition for a broad range of four-year college degree programs, as well as programs such as high-school equivalency and, for employees, other certificate programs and graduate degrees.

We also provide plans to help employees save for their future for example, through our 401(k) retirement savings plan.

Refer to Note 9 to the Consolidated Financial Statements for additional information on our employee benefit plans.

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the jurisdiction, contractual requirements, market factors and availability of credit capacity.

Surety bonds and insurance policies are supported by (i) a diverse group of third-party surety and insurance companies;

Surety bonds and insurance policies are supported by either (i) a diverse group of third-party surety and insurance companies;

(ii) an entity in which we have a noncontrolling financial interest or (iii) a wholly-owned insurance captive, the sole business of which is to issue surety bonds and/or insurance policies on our behalf.

Letters of credit generally are supported by our long-term U.S.

Letters of credit generally are

supported by our long-term U.S.

and Canadian revolving credit facility (“$3.5 billion revolving credit facility”) and other credit lines established for that purpose.

We carry a broad range of insurance coverages, including health and welfare, general liability, automobile liability, workers’ compensation, real and personal property, directors’ and officers’ liability, pollution legal liability, cyber incident liability and other coverages we believe are customary to the industry.

Our exposure to loss for insurance claims is

generally limited to the per-incident deductible under the related insurance policy and any amounts that exceed our insured limits.

Our exposure to loss for insurance claims is generally limited to the per-incident deductible under the related insurance policy and any amounts that exceed our insured limits.

We use a wholly-owned insurance captive to insure the deductibles for our general liability, automobile liability and workers’ compensation claims programs.

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Our estimated insurance liabilities as of December 31, 2024 are summarized in Note 10 to the Consolidated Financial Statements.

Our business is subject to extensive and evolving federal, state, provincial and local environmental protection, health, safety, land use, zoning, transportation, and other related laws and regulations.

These laws and regulations are administered by the EPA, Environment and Climate Change Canada (“ECCC”), and various other federal, state, provincial and local environmental, zoning, transportation, land use, health and safety agencies in the U.S.

Many of these agencies regularly examine our operations to monitor compliance with these laws and regulations and have the power to enforce compliance, obtain injunctions or impose civil or criminal penalties in cases of violations.

Our business primarily involves the collection, processing and management of solid waste and recyclables in an environmentally sound manner, and a significant amount of our capital expenditures are related, either directly or indirectly, to environmental protection measures, including compliance with federal, state, provincial and local laws and regulations.

There are costs associated with siting, design, permitting, construction, operating, monitoring, site maintenance, corrective actions, financial assurance, and facility closure and post-closure obligations at our facilities.

In connection with the acquisition, development or expansion of a waste management or disposal facility, recycling facility, compost facility, transfer station, or landfill gas-to-energy facility, we must often spend considerable time, effort and money to obtain and maintain required permits and approvals.

Our business is subject to extensive and evolving laws and regulations pertaining to environmental protection, health, safety, land use, zoning, transportation, ethical business conduct, data privacy and security, and other related and similar subjects.

These laws and regulations are administered by the EPA, Environment and Climate Change Canada (“ECCC”), and various other agencies at the federal, state, provincial, regional and local level in the U.S., Canada and other international jurisdictions in which we operate.

Many of these agencies regularly examine our operations to monitor compliance with applicable laws and regulations and have the power to enforce compliance, obtain injunctions or impose civil or criminal penalties in cases of violations.

Our business primarily involves the collection, transport, handling, treatment, destruction, and other processing and management of solid waste, medical waste, controlled substances waste, hazardous waste, organics, and recyclables in an environmentally sound manner.

A significant amount of our capital expenditures is related, either directly or indirectly, to compliance with applicable laws and regulations, including environmental protection measures.

With the acquisition of Stericycle, we have increased our exposure to international jurisdictions, primarily Western Europe, and we are subject to additional laws and regulations in the U.S.

and internationally concerning transportation, management and disposal or destruction of medical waste streams, including regulations that govern the definition, generation, segregation, handling, packaging, transportation, treatment, storage and disposal or destruction of medical waste and controlled substances waste, along with extensive recordkeeping and documentation requirements.

Additionally, Stericycle’s secure information destruction services are subject to additional laws and regulations regarding proper handling and protection of personal and confidential information.

There are costs associated with siting, design, permitting, construction, operating, monitoring, site maintenance, corrective actions, financial assurance and closure and post-closure obligations at our facilities.

In connection with the acquisition, development or expansion of a waste management or disposal facility, recycling facility, compost facility, transfer station, processing facility, or landfill gas-to-energy facility, or the transport, handling, treatment and disposal or destruction of various waste streams, we must often spend considerable time, effort and money to obtain and maintain required permits and approvals.

There are no assurances that we will be able to obtain or maintain permits or other required governmental approvals.

Once obtained, permits are subject to renewal, modification, suspension or revocation by the issuing authority.

Permit issuance or renewal may also be subject to public participation or other governmental reviews and may be subject to challenges and delays.

Compliance with current regulations and future requirements could require us to make significant capital and operating expenditures.

However, most of these expenditures are made in the normal course of business and do not place us at any competitive disadvantage.

The regulatory environment in which we operate is influenced by changes in leadership at the federal, state, provincial and local levels.

For example, divided government and election-year politics likely will impede significant federal legislative action in 2024, leading to an expectation that the White House will continue to prioritize regulatory changes to implement parts of its agenda, including taking steps towards reinstating, and in some cases enhancing, policies and regulations rolled back by the previous administration.

While increasing regulation may have a negative impact on our operating costs, extensive environmental regulation applicable to our industry is also a barrier to rapid entry that benefits our Company.

However, most of these expenditures are made in the normal course of business and do not place us at a competitive disadvantage.

The regulatory environment in which we operate is influenced by changes in governmental administrations and leadership.

The priorities set forth under the prior U.S.

presidential administration, for example, were generally in favor of increasing regulation, while the new administration is generally anticipated to reverse course on many regulatory policies.

The new administration has called for substantial changes to areas of foreign trade policy and has generally appeared to

be in favor of reducing regulation, including environmental regulation.

We do not know what impact the change in U.S.

presidential administration will have on specific regulatory policies impacting our industry and our Company, especially given the number of rules currently in litigation, nor can we predict the timing of any such changes.

Reduction of regulation may have a favorable impact on our operating costs, but the extensive environmental regulation applicable to our industry is also a barrier to rapid entry that benefits our Company.

Moreover, the risk reduction provided by appropriate regulation is valuable to our customers and the communities we serve.

Significant new restrictions and tariffs on foreign trade could have a negative impact on our recycling export business and our cross-border commerce, particularly with Canada, and could increase the cost of certain equipment and other materials used in our operations that we procure from outside the U.S., including our trucks and certain equipment used to implement our sustainability growth strategy.

It is likely that some policies adopted by the new administration will benefit us and others will negatively affect us.

In 2024, the U.S.

Supreme Court issued a number of decisions that will affect the future of federal regulation, including Loper Bright Enterprises v.

The Loper decision overturned the Chevron doctrine, which had held that a court must give deference to a regulatory agency’s reasonable interpretation of an ambiguous statute the agency implements.

The full impact of that decision is not yet known, but at a minimum, our operations could face increased regulatory uncertainty in connection with legal challenges to agency actions and rulemakings impacting our industry.

Federal Regulation

The primary U.S.

Certain key U.S.

federal statutes affecting our business are summarized below:

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CERCLA’s primary means for addressing such releases is to impose strict liability for cleanup of disposal sites upon current and former site owners and operators, generators of the hazardous substances at the site and transporters who selected the disposal site and transported substances thereto.

under CERCLA is not dependent on the intentional release of hazardous substances;

Liability under CERCLA is not dependent on the intentional release of hazardous substances;

it can be based upon the release or threatened release of hazardous substances, even resulting from lawful, unintentional and attentive action, as the term is defined by CERCLA and other applicable statutes and regulations.

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The EPA also requires landfills and other waste-handling facilities to obtain storm water discharge permits, and if a landfill or other facility discharges wastewater through a sewage system to a publicly-owned treatment works, the facility must comply with discharge limits imposed by the treatment works.

Further, before the development or expansion of a landfill can alter or affect certain “wetlands,” a permit may have to be obtained providing for mitigation or replacement wetlands.

Further, before the development or expansion of a landfill can alter or affect certain “wetlands,” a permit may have to be obtained providing for

mitigation or replacement wetlands.

The Clean Water Act provides for civil, criminal and administrative penalties for violations of its provisions.

● The Clean Air Act of 1970, as amended, provides for federal, state and local regulation of the emission of air pollutants.

Many of our municipal solid waste (“MSW”) landfills and landfill gas-to-energy facilities are subject to regulations implemented under the Clean Air Act, including new source performance standards, emission guidelines and national emission standards for hazardous air pollutants.

Many of our operations, including many municipal solid waste (“MSW”) landfills and landfill gas-to-energy facilities, are subject to regulations implemented under the Clean Air Act, including new source performance standards, emission guidelines and national emission standards for hazardous air pollutants.

These regulations impose performance standards to minimize air emissions from regulated MSW landfills, subject those landfills to certain operating permit requirements under Title V of the Clean Air Act and, in many instances, require installation of landfill gas collection and control systems to control emissions or to treat and utilize landfill gas on- or off-site.

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● The Occupational Safety and Health Act of 1970, as amended, establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration, and various reporting and record keeping obligations as well as disclosure and procedural requirements.

Various standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations.

Various standards for notices of hazards, personal protective equipment, safety in excavation and demolition work, exposure to bloodborne pathogens, and the handling of asbestos, may apply to our operations.

● The Department of Transportation and the Occupational Safety and Health Administration, along with other federal agencies, have jurisdiction over certain aspects of hazardous materials and hazardous waste, including safety, movement and disposal.

Various state and local agencies with jurisdiction over disposal of hazardous waste may seek to regulate movement of hazardous materials in areas not otherwise preempted by federal law.

State, Provincial and Local Regulations

There are also various state, provincial and local regulations that affect our operations.

Each state and province in which we operate has its own laws and regulations governing solid waste disposal, water and air pollution, and, in most cases, releases and cleanup of hazardous substances and liabilities for such matters.

States and provinces have also adopted regulations governing the design, operation, maintenance and closure of landfills and transfer stations, and laws governing where recyclable materials can be sold.

Some counties, municipalities and other local governments have adopted similar laws and regulations that apply to our facilities and operations.

Certain waste (including medical waste) is subject to roadside inspections that have a cumulative effect on our compliance history and require us to remain in good standing so as not to jeopardize certain permits.

Various state and local agencies with jurisdiction over disposal of hazardous and medical waste may seek to regulate movement of such materials in areas not otherwise preempted by federal law.

● Our service offerings for the collection, treatment, disposal and destruction of controlled substances waste and medical waste, from both the healthcare industry and individual consumers, are subject to numerous laws and regulations issued by various regulatory agencies, including the U.S.

Drug Enforcement Administration (“DEA”).

These regulations typically require our facilities to obtain licenses or registrations, and meet certain other requirements in order to collect, transport, treat and dispose of controlled substances.

These regulations include significant requirements for security, recordkeeping and reporting.

Registrations and licenses must be kept current, or periodically renewed, and facilities may be subject to inspection or enforcement.

Our operations are primarily in the U.S.;

however, Canada and other countries in which we operate have various environmental, safety, health, transportation and materials handling laws and regulations that we must comply with in the ordinary course of our business.

State, Provincial, Regional and Local Regulations

There are also various state, provincial, regional and local regulations, in the U.S.

and internationally, that affect our operations and may require a specific operating plan.

Many jurisdictions in which we operate have their own laws and regulations governing solid waste disposal, including for hazardous wastes, medical wastes and controlled substances wastes;

water and air pollution;

and, in most cases, releases and cleanup of hazardous substances and liabilities for such matters.

Many governmental organizations have also adopted regulations governing the design, operation, maintenance and closure of landfills, transfer stations, incineration facilities and processing facilities, and laws governing where recyclable materials can be sold.

Our landfill operations are affected by the increasing preference for alternatives to landfill disposal.

Many state and local governments mandate recycling and waste reduction at the source and prohibit the disposal of certain types of

materials at landfills, such as recyclable materials (cardboard, bottles and cans), yard waste, food waste and electronics.

The number of state and local governments with recycling and diversion requirements and disposal bans continues to grow, while the logistics and economics of recycling or processing many of these items remain challenging.

Various states have enacted, or are considering enacting, laws that restrict or discourage the disposal within the state of solid waste generated outside the state.

Many state and local governments mandate recycling and waste reduction at the source and prohibit the disposal of certain types of materials at landfills, such as recyclable materials (cardboard, bottles and cans), yard waste, food waste and electronics.

The number of governments with recycling and diversion requirements and disposal bans continues to grow, while the logistics and economics of recycling or processing many of these items remain challenging.

In addition, regulations

requiring the diversion of organic wastes away from landfills could have the effect of decreasing the amount of landfill gas produced over time in our landfills, negatively impacting our WM Renewable Energy segment.

Various states have enacted, or are considering enacting, laws that restrict or discourage the disposal of solid waste generated outside the state.

While laws that overtly discriminate against out-of-state waste have been found to be unconstitutional, some laws that are less overtly discriminatory have been upheld in court.

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Supreme Court for waste directed to facilities owned by the local government.

Congress’ adoption of legislation allowing restrictions on interstate transportation of out-of-state or out-of-jurisdiction waste or certain types of flow control, or courts’ interpretations of interstate waste and flow control legislation, could adversely affect our solid and hazardous waste management services.

Additionally, regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many places around the world, including in the U.S.

EPR regulations are designed to place either partial or total responsibility on producers of consumer-packaged goods and other products to fund the post-use life cycle of the products they create.

Along with the funding responsibility, producers may be required to undertake additional responsibilities, such as taking over management of local recycling programs by taking back their products from end users or managing the collection operations and recycling processing and marketing infrastructure.

During periods of economic difficulty, governmental entities have increased their interest in implementing EPR regulations to reduce municipal spending on recycling programs.

There is no federal law establishing EPR in the U.S.

however, federal, state, provincial and local governments could take, and in some cases have taken, steps to implement EPR regulations for packaging, including traditional recyclables such as cardboard, bottles and cans.

If wide-ranging EPR regulations were adopted, they could significantly impact the waste, recycling and other streams we manage, including with respect to quality and volume, and how we operate our business, including contract terms and pricing.

Many states, provinces and local jurisdictions have enacted “fitness” laws that allow the agencies that have jurisdiction over waste services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s compliance history.

Some states, provinces and local jurisdictions also consider the compliance history of the parent, subsidiaries or affiliated companies, in addition to the applicant or permit holder.

Many governmental organizations have enacted “fitness” laws that allow the agencies that have jurisdiction over waste services contracts or permits to deny or revoke these contracts or permits based on the applicant’s or permit holder’s compliance history.

Some governmental organizations also consider the compliance history of the parent, subsidiaries or affiliated companies, in addition to the applicant or permit holder.

These laws authorize the agencies to make determinations of an applicant’s or permit holder’s fitness to be awarded a contract to operate, and to deny or revoke a contract or permit because of unfitness, unless there is a showing that the applicant or permit holder has been rehabilitated through the adoption of various operating policies and procedures put in place to assure future compliance with applicable laws and regulations.

While fitness laws can present potential increased costs and barriers to entry into market areas, these laws have not, and are not expected to have a material adverse impact on our business as a whole.

The EPA does not regulate medical waste at the federal level, resulting in a lack of uniformity of applicable laws and regulations.

States have adopted their own regulations related to the handling, treatment and storage of medical waste, with many states following requirements similar to the Medical Waste Tracking Act of 1988, a U.S.

federal law concerning disposal of biological material that expired in 1991.

Other states have placed medical waste regulations within solid waste regulations.

Further, while the Canadian Council of Ministers of the Environment has promulgated the Guidelines for the Management of Biomedical Waste in Canada , these are not enforceable unless adopted by provincial legislation or municipal by-laws, and local by-laws may be more stringent than such guidelines.

Recent Developments and Focus Areas in Policy and Regulation

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Landfills are one of the focal points for advancing climate-related goals, and we are actively working with policymakers to promote recognition of the significant reductions in GHG emissions that our industry already has achieved and the work being done to further measure and reduce emissions, the challenges associated with quantifying landfill emissions precisely, and the role of our sector in providing an essential, and highly regulated, public service.

We are also closely monitoring the evolving capabilities of ground, aerial, and satellite-based methane detection and monitoring systems and conducting our own research at several landfills to assess accuracy and reliability of various methane measurement technologies for applicability to our operations.

We continue to expand our work with various private and government entities employing ground, aerial and satellite-based measurements of our sites.

As these technologies are expected to advance rapidly in the coming years, we are actively engaged with the ECCC, the EPA, nongovernmental organizations, and environmental stakeholders on the implications of the changing landscape for the waste industry and potential future regulation.

Continued dialogue with these regulatory agencies will be important in

2024 as both the EPA and the ECCC are expected to evaluate landfill emissions standards that may require the application of various emerging methane measurement technologies.

The EPA has indicated that methane emissions from landfills will be a focus of its expanded National Enforcement and Compliance Initiatives for 2024 through 2027.

Both the EPA and the ECCC also plan to develop methods and standards for advanced measurement technologies, and we are actively engaged and collaborating with the agencies in these efforts, leveraging our own study results and experiences.

In light of regulatory and business developments related to concerns about climate change, we have identified strategic business opportunities to provide our public and private sector customers with sustainable solutions intended to reduce their carbon footprint.

As part of our ongoing marketing evaluations, we assess customer demand for and opportunities to develop waste services with potential to avoid lifecycle emissions, such as waste reduction, increased recycling, composting, and conversion of landfill gas and discarded materials into renewable energy.

We use carbon life cycle assessment tools in evaluating potential new services and in establishing the value proposition that makes us attractive as an environmental service provider.

We are active in support of public policies that encourage development and use of lower carbon energy and waste services that can lower life-cycle carbon footprints.

We understand the importance of broad stakeholder engagement in these endeavors, and actively seek opportunities for public policy discussion on more sustainable materials management practices.

In addition, we work with stakeholders at the federal, state, and provincial level in support of legislation that encourages production and use of renewable, low-carbon fuels and electricity.

There is increasing governmental and stakeholder interest in environmental, social and governance (“ESG”) matters.

In addition, the nature, scope, and complexity of the matters that our Company must assess, quantify and disclose are expanding due to current, proposed, and recently enacted federal and state reporting requirements pertaining to climate related risks and other topics.

For example, in October 2023, the California Governor signed into law the Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act, which among other things, requires the disclosure of Scope 1, 2, and 3 GHG emissions and other climate-related risks consistent with the framework established by the Task Force on Climate-Related Financial Disclosures.

We will be required to begin making disclosures in compliance with certain of these requirements in 2026, with additional disclosures required beginning in 2027.

The SEC has also issued a proposed rule that would require registrants to include certain climate-related disclosures in their registration statements and periodic reports including, but not limited to, information about our governance and management of climate-related risks and metrics pertaining to emissions data and climate-related targets and goals.

Methodology and timelines for mandatory emissions reporting requirements, such as the recently passed California Corporate Data Accountability Act, may be inconsistent with requirements enacted by other governmental entities, including disclosure requirements that are ultimately adopted by the SEC, which could further increase costs and divert management time and attention.

Disclosures related to GHG emissions data or potential climate-related impacts could also negatively affect our reputation to the extent we are perceived as not meeting individual stakeholder climate-related expectations.

We are closely monitoring the evolving capabilities of ground, aerial and satellite-based methane detection and monitoring systems and conducting our own research at several landfills to assess accuracy and reliability of various methane measurement technologies for applicability to our operations.

We also continue to expand our work with various private and government entities employing such technologies at our sites, and we are actively engaged with the EPA, the ECCC, state agencies, nongovernmental organizations and environmental stakeholders on the implications of the changing landscape for the waste industry and potential future regulation.

Continued dialogue, engagement and collaboration with these regulatory agencies will be important, as both the EPA and the ECCC are evaluating landfill emissions standards that may require the application of various emerging methane measurement technologies and plan to develop methods and standards for such measurement technologies.

The EPA has indicated that methane emissions from landfills will remain a focus of its expanded National Enforcement and Compliance Initiatives through 2027 and has announced its intent to propose updated performance standards for new and existing landfills.

While we cannot predict what regulations will result

from these initiatives, these developments could result in increased compliance costs and adversely affect our operations.

Specifically, these various regulatory actions could result in changes to how we have historically reported GHG emissions and may result in increases in such emissions reported for our operations.

For example, in August 2024, the EPA released revised emission factors for the reporting of methane emissions from landfills that would, amongst other matters, result in increased reported emissions from flares and other equipment and processes.

Industry groups have filed legal challenges to the EPA’s updated emission factors.

In light of regulatory and business developments related to concerns about climate change, we have identified strategic business opportunities to provide our public and private sector customers with sustainability-related solutions intended to help reduce their carbon footprint.

We assess customer demand for and opportunities to develop waste services with potential to avoid lifecycle emissions, such as waste reduction, increased recycling, composting and conversion of landfill gas and discarded materials into renewable energy.

We use carbon lifecycle assessment tools in evaluating potential new services and in establishing the value proposition that makes us attractive as an environmental service provider.

We are active in support of public policies that encourage development and use of lower carbon energy and waste services that can lower lifecycle carbon footprints.

We understand the importance of broad stakeholder engagement in these endeavors and actively seek opportunities for public policy discussion on how materials management practices can be more sustainable.

In addition, we work with stakeholders at the federal, state, and provincial level in support of legislation that encourages production and use of renewable, lower-carbon fuels and electricity.

The nature, scope, and complexity of matters that our Company must assess, quantify and disclose are expanding due to current, proposed, and recently enacted governmental reporting requirements pertaining to sustainability and climate-related risks and other topics.

Such topics include water usage, waste production, labor, human capital, environmental justice, cybersecurity, privacy and risk oversight.

For example, in September 2024, the California Governor signed into law amendments to the 2023 California Climate Corporate Data Accountability Act and the Climate-Related Financial Risk Act, which among other things, requires the disclosure of Scope 1, 2, and 3 GHG emissions and other climate-related risks consistent with the framework established by the Task Force on Climate-Related Financial Disclosures.

We will be required to begin making disclosures of our Scope 1 and 2 GHG emissions in compliance with certain of these requirements in 2026, and Scope 3 GHG emissions disclosures will be required beginning in 2027.

Additional U.S.

states are in various stages of considering adoption of similar GHG-related disclosure requirements.

In March 2024, the SEC also adopted final rules that would require registrants to include certain climate-related disclosures in their registration statements and periodic reports including, but not limited to, information about our governance and management of climate-related risks and metrics pertaining to emissions data and climate-related targets and goals.

The SEC voluntarily stayed implementation of these rules indefinitely, pending judicial review of ongoing legal challenges.

Furthermore, beginning as early as 2026, we may be subject to certain reporting requirements in the European Union under the Corporate Sustainability Reporting Directive (“CSRD”), which requires in-scope companies to disclose extensive sustainability information, including risks and opportunities arising from environmental and social matters, and the impact of their business on people and the environment.

These and other similar laws and regulations could result in increased compliance costs and affect the results of our operations and financial position.

Such similar laws and regulations could also increase our litigation risks or may increase risks related to our reputation or goodwill, as we cannot predict how disclosures under these laws may be perceived or interpreted by our customers and stakeholders.

Methodology and timelines for mandatory reporting requirements may be inconsistent with requirements enacted by other governmental entities, including with respect to measuring emissions and requiring a determination of “materiality” that may differ from traditional disclosure requirements under U.S.

federal securities laws.

Such inconsistency could further increase costs and divert management time and attention.

Our industry faces challenges to implement these rapidly developing disclosure requirements, as well as the risk of enforcement actions by governmental and regulatory agencies for noncompliance.

Significant expenditures and commitment of time by management, employees and consultants is involved in developing, implementing and overseeing policies, practices, additional disclosures and internal controls related to environmental and sustainability risk and performance.

Public statements with respect to ESG matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e.

, misleading information or false claims overstating potential ESG benefits.

We are aware that non-governmental organizations and other private actors have filed lawsuits against certain companies under various securities and consumer protection laws alleging that certain ESG-related statements, goals or standards were misleading, false or otherwise deceptive.

Public statements with respect to sustainability matters are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e.

, misleading information or false claims overstating potential sustainability benefits.

We are aware that non-governmental organizations and other private actors have filed lawsuits against companies under various securities and consumer protection laws alleging that certain sustainability-related statements, goals or standards were misleading, false or otherwise deceptive.

Consistent with our Company’s long-standing commitment to sustainability and environmental stewardship, we have published our 2024 Sustainability Report, providing details on our sustainability-related performance and outlining progress towards our 2030 sustainability goals.

The Sustainability Report conveys the strong linkage between the Company’s sustainability goals and our growth strategy, inclusive of the planned and ongoing expansion of the Company’s Recycling Processing and Sales and WM Renewable Energy segments.

The information in this report can be found at https://sustainability.wm.com but it does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

The information in this report can be found at sustainability.wm.com but it does not constitute a part of, and is not incorporated by reference into, this Annual Report on Form 10-K.

The Company also participates in a number of voluntary reporting programs and frameworks that provide further transparency on our commitment to sustainability.

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Possible human health effects of exposure to certain PFAS compounds may include low infant birth weights, immune system impacts, or cancer.

In 2021, the EPA released its PFAS Strategic Roadmap, providing a high-level overview of activities that the agency intends to take to safeguard public health, protect the environment, and hold polluters accountable.

There are a number of risks related to PFAS that could impact our business, and the EPA has prioritized PFAS-related issues in recent years.

For example, in 2021, the EPA released its PFAS Strategic Roadmap, providing a high-level overview of activities that the agency intends to take to safeguard public health, protect the environment and hold polluters accountable.

These actions include establishing drinking water standards, evaluating landfill discharges of PFAS in leachate, finalizing new risk assessments and test procedures and updating guidance on PFAS disposal and destruction options.

During 2022, the EPA proposed the designation of two PFAS compounds (perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)) as hazardous substances under CERCLA.

We are closely monitoring this proposed rulemaking and are actively working with both Congress and the EPA to provide landfills and other essential public services with relief from CERCLA liability and instead hold accountable manufacturers and heavy users of these compounds.

In April 2024, the EPA finalized the designation of two PFAS compounds (perfluorooctanoic acid (PFOA) and perfluorooctanesulfonic acid (PFOS)) as hazardous substances under CERCLA.

We are actively working with both Congress and the EPA to provide landfills and other essential public services with relief from CERCLA liability and instead hold accountable manufacturers and heavy users of these compounds.

Without such relief, we may face increased exposure to remediation and litigation costs associated with properties that the EPA may designate as CERCLA sites due to the presence of PFAS.

A final rule is expected in 2024.

Additionally, in 2023, the EPA published an advance notice of proposed rulemaking seeking public input and data to assist in the consideration of potential future regulations under CERCLA regarding seven additional PFAS compounds.

At the state level, an increasing number of jurisdictions have enacted new drinking water, surface water and/or groundwater limits for various PFAS, which has led to a patchwork of PFAS standards across the U.S.

Compliance with new and proposed state and federal PFAS standards is anticipated to result in additional expense to the Company, but such standards are also anticipated to present potential business opportunities in the area of PFAS management, treatment and disposal.

Additionally, in April 2024, the EPA announced the final National Primary Drinking Water Regulation for six PFAS compounds and established legally enforceable maximum contaminant levels, as well as non-enforceable maximum contaminant level goals for these PFAS compounds.

We expect that there could be continued efforts to regulate or impose liability with respect to PFAS at the federal level.

At the state level, an increasing number of jurisdictions have enacted new drinking water, surface water and/or groundwater limits for various PFAS compounds, which has led to a patchwork of PFAS standards across the U.S.

Compliance with new and future state and federal PFAS standards is anticipated to result in additional expense to the Company, but such standards are also anticipated to present potential business opportunities in the area of PFAS management, treatment and disposal.

Foreign Import and Export Regulations and Material Restrictions

In recent years, new and updated regulations affecting, and in some cases restricting, the international flow of certain recyclables have led to a reduction in export activity for such recyclables, as well as higher quality requirements, and higher processing costs.

As an example, on January 1, 2021, new restrictions on the international trade of most plastics went into effect as part of the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and Their Disposal.

At this time, the U.S.

is not a party to the Basel Convention, but most countries to which we export commodities are, which may limit our ability to export certain plastics.

However, we do not ship plastics collected on our residential recycling routes and processed at our single stream recycling facilities to locations outside of North America.

Regulations affecting, and in some cases restricting, the international flow of certain recyclables have led to a reduction in export activity for such recyclables, as well as higher quality requirements, and higher processing costs.

We do not ship plastics collected on our residential recycling routes and processed at our single stream recycling facilities to locations outside of North America;

however, current and developing international regulations may limit our ability to export other commodities, including certain plastics.

Additionally, the new U.S.

presidential administration has called for substantial changes to foreign trade policy.

Significant new restrictions and tariffs on foreign trade could have a negative impact on our recycling export business and could increase the cost of certain equipment and other materials used in our operations that we procure from outside the U.S., including certain equipment used to implement our sustainability growth strategy.

Prices and demand for recyclables fluctuate.

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We mitigate some of the effects of price fluctuation through the contract terms pursuant to which we sell commodities, such as floor pricing.

Additionally, future regulation, tariffs, international trade policies or other initiatives, including regulations addressing climate change or GHG emissions, may impact supply and demand of material, or increase operating costs, which could impact the profitability of our recycling operations.

With a heightened awareness of the global problems caused by plastic waste in the environment, Canada and an increasing number of cities and states across the U.S.

have passed ordinances banning certain types of plastics from sale or use.

Additionally,

future regulation, tariffs, international trade policies or other initiatives, including extended producer responsibility regulations, minimum recycled content laws, container deposit laws, or regulations addressing climate change or GHG emissions, may impact supply and demand of material, or increase operating costs, which could impact the profitability of our recycling operations.

With a heightened awareness of the global problems caused by plastic waste in the environment, and actual or perceived risks for human health, many governments have passed ordinances banning certain types of plastics from sale or use.

The most common materials banned include plastic bags and straws, polystyrene plastic and some types of single use packaging.

These bans have resulted in increased pressure by manufacturers on our recycling facilities to accept a broader array of materials in curbside recycling and composting programs to alleviate public pressures to ban the sale of those materials.

However, with no or limited viable end markets for many of these materials, we and other recyclers are working to educate and remind customers of the need for end market demand and economic viability to support sustainable recycling programs.

These bans have resulted in increased pressure by manufacturers for our recycling facilities to accept a broader array of materials in curbside recycling and composting programs to alleviate public pressures to ban the sale of those materials.

We are also making investments in end markets to support the collection and processing of some of these materials.

With increased focus on responsible management of plastics, our procurement team has taken a proactive approach to ensure environmental sustainability goals are prioritized in managing the products we buy.

With increased focus on responsible management of plastics, our procurement team has taken a proactive approach to help ensure environmental sustainability goals are prioritized in managing the products we buy.

Extended Producer Responsibility

Regulations establishing extended producer responsibility (“EPR”) are being considered or implemented in many places around the world, including in certain states in the U.S.

and provinces in Canada.

EPR regulations are designed to place either partial or total responsibility on producers of consumer-packaged goods and other products to fund the post-use life cycle of the products and packaging they create.

During periods of economic difficulty, governmental entities have increased their interest in implementing EPR regulations to reduce municipal spending on recycling programs.

There is no federal law establishing EPR in the U.S.

however, governments could take, and in some cases have taken, steps to implement EPR regulations for packaging, including traditional recyclables such as cardboard, bottles and cans.

If wide-ranging EPR regulations were adopted, or other recycling-related regulations like container deposit laws were widely adopted, they could significantly impact the waste, recycling and other streams we manage, including with respect to quality and volume, and how we operate our business, including contract terms and pricing.

Tax Legislation

The Inflation Reduction Act of 2022 (“IRA”) was signed into law by President Biden on August 16, 2022, and contains a number of tax-related provisions, including with respect to (i) alternative fuel tax credits;

The Inflation Reduction Act of 2022 (“IRA”) contains several tax-related provisions, including with respect to (i) alternative fuel tax credits;

(ii) tax incentives for investments in renewable energy production, carbon capture, and other climate actions and (iii) the overall measurement of corporate income taxes.

Given the complexity and uncertainty around the applicability of the legislation to our specific facts and circumstances, we continue to analyze the IRA provisions to identify and quantify potential opportunities and applicable benefits included in the legislation.

The provisions of the IRA related to alternative fuel tax credits secure approximately $55 million of annual pre-tax benefit (recorded as a reduction in our operating expense) for tax credits in 2022, 2023 and 2024.

With respect to the investment tax credit, as expanded by the IRA, we expect the cumulative benefit to be between $250 million and $350 million, a large portion of which is anticipated to be realized in 2024 through 2026.

Recently, however, the IRS issued proposed regulations applicable to the investment tax credits that could call into question our ability to realize some, or all, of this tax benefit, which would negatively impact financial expectations in connection with our significant planned and ongoing investments in sustainability growth projects in our WM Renewable Energy segment.

The proposed regulations provide a public comment period, culminating in public hearings before the Treasury Department, to allow taxpayers to provide input prior to the issuance of final regulations.

In coordination with other members of the RNG industry, we are actively using this public comment period to work with external advisors, the U.S.

Congress, the current federal administration, and other biogas sector stakeholders to encourage the Treasury Department to further refine its analysis prior to publication of final regulations that more accurately reflect the express language and legislative intent of the statute with respect to the investment tax credit.

However, there is no guarantee that such efforts will be successful.

We expect that the production tax credit incentives for investments in renewable energy and carbon capture, as expanded by the IRA, will likely result in an incremental benefit to the Company, although at this time, the anticipated amount of such benefit has not been quantified.

Our current expectation is that the IRA’s minimum corporate tax will not have an impact on the Company.

Finally, in accordance with the IRA, we incurred a nondeductible excise tax of 1% on the net value of certain stock repurchases in 2023, which is reflected in the cost of purchasing the underlying shares as a component of treasury stock in our Consolidated Balance Sheet.

Additionally, numerous countries have agreed to a statement in support of the Organization for Economic Co-operation and Development (“OECD”) model rules that propose a global minimum tax rate of 15%.

The Company operates in countries that have agreed to implement the global minimum tax, and the OECD continues to refine technical guidance for such.

At this time, we do not expect the 15% global minimum tax to have a material, if any, impact to our income taxes, and we will continue to monitor and evaluate the potential impact on our business in future periods.

The provisions of the IRA related to alternative fuel tax credits secured approximately $60 million of annual pre-tax benefit (recorded as a reduction in our operating expense) from tax credits in 2023 and 2024.

The alternative fuel credit expired at the end of 2024 and will not provide any future benefit to the Company absent further legislative action.

With respect to the investment tax credit, we expect the cumulative benefit to be between $300 million and $400 million, a large portion of which is anticipated to be realized in 2024 through 2026.

The expected benefit from the investment tax credit for 2025 and 2026 is dependent on a number of estimates and assumptions, including the timing of project completion.

Finally, we expect that the production tax credit incentives for investments in renewable energy and carbon capture, as expanded by the IRA, will likely result in an incremental benefit to the Company, although at this time, the anticipated amount of such benefit has not been quantified due, in part, to the lack of regulatory guidance.

Investment in Natural Gas Vehicles and Infrastructure

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Natural gas fueling infrastructure is not yet broadly available in the U.S.

as a result, we have constructed and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties.

as a result, we have constructed

and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties.

There is increasing pressure to reduce the use of fossil fuel in the heavy-duty truck industry, and some regulatory bodies are pursuing requirements for using alternative engine technology, such as electric powered vehicles, rather than natural gas or diesel vehicles.

This is resulting in regulatory actions to advance the adoption of zero-emission vehicles and a shift away from tax incentives and grants for natural gas trucks and RNG infrastructure.

For example, California is at various stages of regulation that would require heavy-duty vehicle fleets to phase-in zero-emissions vehicles.

The extent to which other states adopt California’s standards into their own regulatory frameworks could accelerate the industry-wide adoption of electric vehicles.

Although current options for heavy-duty electric vehicles lack sufficient range and proven experience for our operations, we are proactively engaging in pilots of electric powered heavy-duty vehicles and anticipate that we could redirect future planned capital investments in our fleet toward these assets when the vehicles prove economically and operationally viable.

We also are actively working with policymakers to understand the challenges involving the electrification of heavy-duty collection vehicles.

Should regulation mandate an accelerated transition to electric powered

vehicles, our cost to acquire vehicles needed to service our customers could increase, capital investment required to establish sufficient charging infrastructure could be significant and investments we have made in an industry-leading natural gas fleet and infrastructure could be impaired.

In addition, tax incentives and grants that advance the adoption of zero-emissions vehicles and lead to a shift away from natural gas trucks and RNG infrastructure would likely also negatively impact our investments in landfill gas-to-energy facilities.

For example, in April 2024, the EPA established new GHG emissions standards applicable to heavy-duty vehicles that rely on increased deployment of electric vehicles to meet declining emissions targets.

California is also at various stages of regulation that would require heavy-duty vehicle fleets to phase-in zero-emissions vehicles.

The extent to which states adopt standards similar to California’s into their own regulatory frameworks could accelerate the industry-wide adoption of electric powered vehicles.

The full impact of these standards and regulations is uncertain, as several of the specific regulations are the subject of legal challenge, and could impact our long-term vehicle fleet strategies.

Current options for heavy-duty electric powered vehicles lack sufficient range, recharging infrastructure and efficiency and proven experience for our operations, but we are proactively engaging in pilots of electric powered heavy-duty vehicles and anticipate that we could redirect future planned capital investments in our fleet toward these assets when the vehicles prove economically and operationally viable.

We also are actively working with policymakers to help them understand the challenges involving the electrification of heavy-duty collection vehicles.

If regulation requires widespread adoption of electric powered vehicles before the technology improves, we may suffer operational inefficiencies and incur higher operating costs.

Regulation mandating an accelerated transition to electric powered vehicles would increase our cost to acquire vehicles needed to service our customers, and capital investment required to establish sufficient charging infrastructure could be significant.

Additionally, the investments we have made in an industry-leading natural gas fleet and infrastructure could be impaired.

Tax incentives and grants that advance the adoption of zero-emissions vehicles and lead to a shift away from natural gas trucks and RNG infrastructure would likely also negatively impact our investments in landfill gas-to-energy facilities.

WM Renewable Energy

In recent years, we have discussed our sustainability growth strategy that includes significant planned and ongoing investments in our WM Renewable Energy segment.

We have invested, and continue to invest, in facilities to capture methane produced from the Company’s landfills and convert it into RNG and electricity.

RNG produced from our landfills, as well as dairy biogas, constitute a significant source of fuel allocated to our natural gas collection vehicles.

Following enactment of the IRA, which included expanded tax credits for the construction of new RNG production facilities, we expect to accelerate our investments in this area.

The Company’s investment in renewable energy production is guided partly by the EPA’s implementation of the RFS program, which promotes the production and use of renewable transportation fuels.

We have invested, and continue to invest, in facilities to capture methane produced from the Company’s landfills and process it into RNG and electricity.

RNG produced from our landfills constitutes a significant source of fuel allocated to our natural gas collection vehicles.

The primary drivers of renewable fuel development at our landfills are tax policies, such as the federal tax credits for RNG production and renewable electricity generation under the IRA, and federal and state incentive programs, such as the federal Renewable Fuel Standard (“RFS”) program, California Low Carbon Fuel Standard and similar state programs that promote the production and use of renewable transportation fuels.

At the federal level, oil refiners and importers are required through the RFS program to blend specified volumes of various categories of renewable transportation fuels with gasoline or buy credits, referred to as Renewable Identification Numbers (“RINs”), from renewable fuel producers.

Many of our facilities are EPA-registered producers of transportation fuel making compressed and liquefied RNG from landfill biogas, which qualifies as a cellulosic biofuel under the RFS program.

Oil refiners and importers are required through the RFS program to blend specified volumes of various categories of renewable transportation fuels with gasoline or buy credits, referred to as RINs, from renewable fuel producers.

The Company has invested, and continues to invest, in facilities that capture and process landfill gas into RNG so that we can participate in the RFS program, and the Company has grown and stated its intention to continue to grow its asset base to increase its RNG production.

RINs prices generally respond to regulations enacted by the EPA, as well as fluctuations in supply and demand.

The value of the RINs is set through a market established by the RFS program, which market has historically been very volatile.

Prior to 2022, the EPA had promulgated rules on an annual basis establishing refiners’ obligations to purchase RNG and other cellulosic biofuels under the RFS program, which introduced a level of uncertainty into the renewable fuels and RINs market.

However, in 2023, the EPA issued a highly anticipated rule establishing biofuel blending volumes under the RFS program for compliance years 2023 through 2025.

However, in 2023, the EPA issued a rule establishing biofuel blending volumes under the RFS program for compliance years 2023 through 2025.

The rule reflected the outsized role of biogas under the program, delivered on many reforms that benefit the solid waste sector, and recognized the continued growth of the market for RNG in vehicle applications.

However, we cannot be certain that these changes, or the outcome of litigation challenging various aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly favorable to our business.

We continue to advocate for the current administration to implement policies that could reduce the potential for volatility in the RINs market and ensure long-term stability for renewable transportation fuels, as changes in the RFS market or the structure of the RFS program can and has impacted the financial performance of the facilities constructed to capture and treat the gas.

However, we cannot be certain that these changes, or the outcome of pending litigation challenging various aspects of the rule, will ultimately reduce volatility in the RINs market or that future rulemakings will be similarly favorable to our business.

presidential administration could seek to reduce existing renewable fuel targets in a new rulemaking or otherwise set reduced targets for renewable fuels under the RFS program in future rulemakings.

Moreover, consistent with its prior approach, the new administration may also increase the frequency with which it grants

small refinery exemptions from RFS program requirements.

While we cannot predict what actions the new administration may take with respect to the RFS program, any changes to existing or future renewable fuel targets or more frequent approval of requests for small refinery exemptions could have a significant negative impact on demand for renewable fuels and the value of RINs.

In an effort to mitigate against such risk and stabilize our RNG portfolio, we are pursuing long-term RNG sales transactions in the voluntary market.

We continue to advocate for policies that could reduce the potential for volatility in the RINs market and ensure long-term stability for renewable transportation fuels, as changes in the RINs market or the structure of the RFS program can and has impacted the financial performance of our facilities.

We are closely working with state policymakers and non-governmental stakeholders to understand the role of RNG as a renewable energy resource and in delivering GHG reductions.

The Company’s sustainability growth strategy also is informed by the increased adoption of state and Canadian clean fuel standard programs, utility policies, and voluntary market demand for RNG in transportation and industrial applications.

Clean fuel standard programs, originally developed in California and subsequently adopted in Oregon and Washington, establish annual carbon intensity benchmarks for transportation fuels that decrease over time.

Clean fuel standard programs, originally developed in California and subsequently adopted in Oregon, Washington, and New Mexico, establish annual carbon intensity benchmarks for transportation fuels that decrease over time.

These programs operate similar to the RFS program in that certain regulated parties purchase credits from fuel producers, including RNG producers, to meet their carbon intensity obligations.

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As such, we are advocating for existing programs to adopt measures to promote stability in credit pricing and for other states to adopt similar programs that incentivize the growth in RNG.

We also are working closely with stakeholders to encourage the voluntary market for RNG demand, including utility RNG procurement programs, and sustainability protocols, as companies and other customers increasingly look to reduce their greenhouse gas emissions profiles.

However, these state and voluntary programs may be altered, paused, or otherwise revoked by the applicable governmental authorities or as result of legal challenges.

Environmental Justice

Federal, state, and local governments are increasingly adopting requirements for environmental justice reviews as part of certain permitting decisions.

Governments are increasingly adopting requirements for environmental justice reviews as part of certain permitting decisions.

These policies generally require permitting agencies to give heightened attention to the potential for projects to disproportionately impact low-income and minority communities.

To that end, federal and state agencies have developed a number of screening tools, such as the EPA’s EJScreen, to aid and support relevant regulatory bodies in implementing various programs, such as permitting.

To that end, regulatory agencies have developed a number of screening tools, such as the EPA’s EJScreen, to aid and support relevant regulatory bodies in implementing various programs, such as permitting.

Environmental justice considerations are also being increasingly adopted beyond permitting actions;

for example, in rulemaking and enforcement priorities.

Environmental Justice in Regulatory Analysis which aims to provide agency analysts with the approaches and methods to use in evaluating environmental justice concerns in regulatory actions.

In August 2023, the EPA announced that it would integrate environmental justice into each of its National Enforcement and Compliance Initiatives, and, in November 2023, the agency published a draft update to its Technical Guidance for Assessing Environmental Justice in Regulatory Analysis, which aims to provide agency analysts with the approaches and methods to use in evaluating environmental justice concerns in regulatory actions.

Our Company supports policies seeking to advance high standards of environmental performance and the fair treatment of people of all races, cultures, and incomes, and we continue to proactively engage with local communities.

We are actively monitoring recent regulatory developments in this area, particularly with respect to permitting, as additional conditions imposed on permitting decisions could increase the time and cost involved to pursue and maintain necessary authorizations.

Privacy and Information Security Regulation

and international laws and regulations related to data privacy, the protection of confidential information and secure information destruction services apply to our business.

Applicable laws require businesses to provide notice under certain circumstances to individuals whose personal information has been disclosed in a data breach.

Regulatory enforcement action concerning privacy and security is generally increasing, including significant fines imposed by regulators.

Secure handling and disposal of waste that may contain sensitive information may be subject to heightened privacy requirements, and in the event of a breach, could result in regulatory penalties or wider enforcement action, reputational harm, and financial liabilities.

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What changed 10-K

Item 1. Business