What changed in this filing

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Item 1. Financial Statements

2025-07-29 compared with 2025-04-29 · 171 added, 124 removed, 506 unchanged (37% of the section changed)

46 unchanged sentences

Three Months Ended

Six Months Ended

Operating revenues

18 unchanged sentences

Three Months Ended

Six Months Ended

Consolidated net income

12 unchanged sentences

(In Millions)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

46 unchanged sentences

Income (Loss)

Balance, December 31, 2024

Three Months Ended June 30:

Balance, March 31, 2025

Consolidated net income

2 unchanged sentences

Equity-based compensation transactions, net

Common stock repurchase program

Balance, June 30, 2025

Balance, March 31, 2024

Balance, December 31, 2023

Consolidated net income

3 unchanged sentences

Common stock repurchase program

Balance, March 31, 2024

Adoption of new accounting standard

Balance, June 30, 2024

See Notes to Condensed Consolidated Financial Statements.

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ─ (Continued)

(In Millions, Except Shares in Thousands)

Waste Management, Inc.

Stockholders’ Equity

Comprehensive

Treasury Stock

Noncontrolling

Income (Loss)

Six Months Ended June 30:

Balance, December 31, 2024

Consolidated net income

Other comprehensive income (loss), net of tax

Cash dividends declared of $ 1.65 per common share

Equity-based compensation transactions, net

Balance, June 30, 2025

Balance, December 31, 2023

Consolidated net income

Other comprehensive income (loss), net of tax

Cash dividends declared of $ 1.50 per common share

Equity-based compensation transactions, net

Common stock repurchase program

Adoption of new accounting standard

Balance, June 30, 2024

See Notes to Condensed Consolidated Financial Statements.

Basis of Presentation

25 unchanged sentences

Refer to Note 7 for further discussion.

The Condensed Consolidated Financial Statements as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 are unaudited.

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

In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows, and changes in equity for the periods presented.

6 unchanged sentences

Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Revenue Recognition

12 unchanged sentences

Our contract acquisition costs are classified as current or noncurrent based on the timing of when we expect to recognize amortization and are included in other assets in our Condensed Consolidated Balance Sheets.

As of March 31, 2025 and December 31, 2024, we had $ 221 million and $ 218 million, respectively, of deferred contract costs, of which $ 160 million and $ 154 million, respectively, were related to deferred sales incentives.

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

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

7 unchanged sentences

Reclassifications

When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation and are not material to our consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation and are not material to our Condensed Consolidated Financial Statements.

Landfill and Environmental Remediation Liabilities

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

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

Current (in accrued liabilities)

The changes to landfill and environmental remediation liabilities for the three months ended March 31, 2025 are reflected in the table below (in millions):

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

Environmental

5 unchanged sentences

Acquisitions, divestitures and other adjustments

March 31, 2025

June 30, 2025

At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds for purposes of settling final capping, closure, post-closure and environmental remediation obligations.

1 unchanged sentence

See Note 13 for additional information related to these trusts.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes the major components of debt at principal amounts as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of March 31, 2025:

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

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

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

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

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

Tax-exempt bonds, maturing through 2053, fixed and variable interest rates ranging from 0.7 % to 4.8 % (weighted average interest rate of 3.6 % as of March 31, 2025 and 3.7 % as of December 31, 2024)

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

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

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

Debt issuance costs, discounts and other

3 unchanged sentences

Debt Classification

As of March 31, 2025, we had approximately $ 3.8 billion of debt maturing within the next 12 months, including (i) $ 1.5 billion of short-term borrowings under our commercial paper program (net of related discount on issuance);

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

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

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

As of March 31, 2025, we have classified $ 2.8 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S.

As of June 30, 2025, we have classified $ 3.0 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S.

and Canadian revolving credit facility (“$ 3.5 billion revolving credit facility”), as discussed below.

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We also pay certain other fees set forth in the $ 3.5 billion revolving credit facility agreement, including a facility fee based on the aggregate commitment, regardless of usage.

As of March 31, 2025, we had no outstanding borrowings under this facility.

We had $ 1.5 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program and $ 224 million of letters of credit issued, both supported by the facility, leaving unused and available credit capacity of $ 1.8 billion as of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

March 31, 2025.

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

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

2 unchanged sentences

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

As of March 31, 2025, we had $ 1.5 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program.

Other Letter of Credit Lines — As of March 31, 2025, we had utilized $ 860 million of other uncommitted letter of credit lines, with terms maturing through December 2028.

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

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

Debt Borrowings and Repayments

Commercial Paper Program — During the three months ended March 31, 2025, we made cash repayments of $ 4.7 billion, which were more than offset by $ 5.0 billion of cash borrowings (net of related discount on issuance) used for general corporate purposes.

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

Our effective income tax rate was 19.2 % and 18.6 % for the three months ended March 31, 2025 and 2024, respectively.

The increase in our effective income tax rate when comparing the three months ended March 31, 2025 and 2024 was primarily driven by the timing of amortization resulting from our investment in low-income housing investments offset, in part, by federal tax credits.

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

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

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

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

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

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

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

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

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

The proceeds from the issuance of these bonds were deposited directly into a restricted trust fund to be used for the specific purpose for which the money was raised, which is generally to finance expenditures for solid waste disposal and recycling facility construction and development.

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

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

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

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

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

3 unchanged sentences

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

During the three months ended March 31, 2025 and 2024, we recognized a reduction in our income tax expense of $ 46 million and $ 37 million, respectively due to federal tax credits expected to be realized from our RNG investments.

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

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

3 unchanged sentences

The amortization expense and the income tax credits are required to be presented on a net basis in income tax expense on the Condensed Consolidated Statements of Operations.

During the three months ended March 31, 2025, we recognized income tax expense of $ 20 million related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 27 million primarily due to federal tax credits realized from these investments.

In addition, during the three months ended March 31, 2025, we recognized interest expense of $ 9 million associated with our investments in low-income housing properties.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During the three months ended March 31, 2024, we recognized $ 20 million of net losses and a reduction in our income tax expense of $ 28 million primarily due to federal tax credits realized from these investments.

In addition, during the three months ended March 31, 2024, we recognized interest expense of $ 6 million associated with our investments in low-income housing properties.

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

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

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

In addition, during the three and six months ended

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

See Note 13 for additional information related to these unconsolidated variable interest entities.

Earnings Per Share

Basic and diluted earnings per share for the three months ended March 31 were computed using the following common share data (shares in millions):

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

Three Months Ended

Six Months Ended

Number of common shares outstanding at end of period

19 unchanged sentences

We have retained a significant portion of the risks related to our health and welfare, general liability, automobile liability and workers’ compensation claims programs.

“General liability” refers to the self-insured portion of specific third-

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

party claims made against us that may be covered under our commercial general liability insurance policy.

“General liability” refers to the self-insured portion of specific third-party claims made against us that may be covered under our commercial general liability insurance policy.

For our self-insured portions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation or internal estimates.

The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from such valuations and estimates.

The accruals for these liabilities could be revised if future

occurrences or loss development significantly differ from such valuations and estimates.

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

3 unchanged sentences

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

As of March 31, 2025, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including guarantees to cover the difference, if any, between the sale value and the guaranteed market or contractually-determined value of certain homeowner’s properties that are adjacent to or near 18 of our landfills.

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

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

11 unchanged sentences

If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range.

If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 9 million higher than the $ 219 million recorded in the Condensed Consolidated Balance Sheet as of March 31, 2025.

If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 9 million higher than the $ 217 million recorded in the Condensed Consolidated Balance Sheet as of June 30, 2025.

Our ultimate responsibility may differ materially from current estimates.

2 unchanged sentences

These adjustments could be material in any given period.

As of March 31, 2025, we had been notified by the government that we are a PRP in connection with 74 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or NPL.

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

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

Each of the NPL sites we own were initially developed by others as a landfill disposal facility.

At each of these facilities, we are working in conjunction with the government to

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement.

Each of the NPL sites we own was initially developed by others as a landfill disposal facility.

At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement.

We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures.

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We recorded a liability for MIMC’s estimated potential share of the EPA’s proposed remedy and related costs, although allocation of responsibility among the PRPs for the proposed remedy has not been established.

MIMC and IPC have continued to work on a remedial design to support the EPA’s proposed remedy;

however, in the first quarter of 2024, the EPA publicly issued a letter alleging that the remedial design had serious deficiencies.

MIMC and IPC engaged with the EPA throughout the year, and in November 2024, MIMC and IPC publicly issued a proposed revised full remedial design to address the EPA’s comments.

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

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

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

As a result, the recorded liability as of March 31, 2025 and December 31, 2024 was approximately $ 97 million.

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

MIMC’s ultimate liability could be materially different from current estimates, including potential increases resulting from MIMC’s continued engagement with the EPA regarding a final remedial design for the site.

1 unchanged sentence

In accordance with this SEC regulation, the Company uses a threshold of $ 1 million for purposes of determining whether disclosure of any such environmental proceedings is required.

Other than the matter discussed below involving Stericycle’s divested Domestic Environmental Solutions business, we are not aware of any matters in the first quarter of 2025 that are required to be disclosed pursuant to this standard.

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

From time to time, we are also named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites.

1 unchanged sentence

While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other third parties, among other factors.

Additionally, we often enter into agreements with landowners imposing obligations on

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements.

Additionally, we often enter into agreements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements.

Compliance with these agreements inherently involves subjective determinations and may result in disputes, including litigation.

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These actions are in various procedural stages, and some are covered, in part, by insurance.

We currently do not believe that the eventual outcome of any such actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

We currently do not believe that the eventual outcome of any such

actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

On November 4, 2024, the Company acquired Stericycle.

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

Stericycle has been cooperating with an investigation by the office of the U.S.

Attorney for the Southern District of New York (“SDNY”) and the EPA into Stericycle’s historical compliance with federal environmental statutes, including the Resource Conservation and Recovery Act, in connection with the collection, transportation and disposal of hazardous waste by Stericycle’s Domestic Environmental Solutions business unit that was divested in 2020.

Stericycle previously disclosed that it made an accrual in respect of this matter of approximately $ 10 million.

In January 2025, the parties agreed on settlement terms for this matter, which are within Stericycle’s prior accrual.

On January 17, 2025, the U.S.

Attorney filed a complaint in the U.S.

District Court for the SDNY, and on the same day, announced the settlement agreement with Stericycle.

The settlement received court approval, and this matter is fully resolved.

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

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

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The USAO EDCA informed Stericycle that the investigations relate to Stericycle’s operation and sale of its ESOL Retail Controlled Substances Business that was divested in 2020 and has asserted that Stericycle and some of Stericycle’s current or former employees may have civil and criminal liability under the Controlled Substances Act and other federal statutes related to that business.

Stericycle has been cooperating with the ongoing investigations, which are limited to the period of

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Stericycle’s historical operation and ownership of the ESOL Retail Controlled Substances Business from 2015 through 2020.

Stericycle has been cooperating with the ongoing investigations, which are limited to the period of Stericycle’s historical operation and ownership of the ESOL Retail Controlled Substances Business from 2015 through 2020.

While the ultimate disposition of this matter remains uncertain, we do not currently believe that it will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

1 unchanged sentence

District Court for the Southern District of New York.

A lead plaintiff has been appointed and an amended complaint was filed in January 2023.

The amended complaint seeks damages on behalf of a putative class of secondary market purchasers of our senior notes with a special mandatory redemption feature issued in May 2019, asserting claims under the Securities Exchange Act of 1934, as amended based on alleged misrepresentations and omissions concerning the time for completion of our acquisition of Advanced Disposal.

The court certified a class on March 31, 2025.

The case is currently in the discovery phase, and we intend to vigorously defend against this pending suit.

We believe any potential recovery by the plaintiffs, in excess of applicable deductibles, will be covered by insurance, and we do not believe that the eventual outcome of this suit will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

A lead plaintiff was appointed and an amended complaint was filed in January 2023.

The amended complaint sought damages on behalf of a putative class of secondary market purchasers of our senior notes with a special mandatory redemption feature issued in May 2019, asserting claims under the Securities Exchange Act of 1934, as amended, based on alleged misrepresentations and omissions concerning the anticipated time for completion of our acquisition of Advanced Disposal.

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

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

WMI’s charter and bylaws provide that WMI shall indemnify against all liabilities and expenses, and upon request shall advance expenses to any person, who is subject to a pending or threatened proceeding because such person is or was a director or officer of the Company.

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Any unresolved issues as of the tax return filing date are subject to routine examination procedures.

In the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

disagreement with the IRS.

In the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS.

In response to the notice, the Company made a deposit of approximately $ 103 million with the IRS.

1 unchanged sentence

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

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

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

Segment and Related Information

5 unchanged sentences

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Summarized financial information concerning our reportable segments for the three months ended March 31 is shown in the following table (in millions):

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

Depreciation,

2 unchanged sentences

Operations(b)

Three Months Ended June 30:

Collection and Disposal:

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Intercompany Elimination

Depreciation,

Depletion and

Administrative

Operations(b)

Six Months Ended June 30:

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

WM Healthcare Solutions

Corporate and Other(e)

Intercompany Elimination

Depreciation,

Depletion and

Administrative

Operations(b)

Collection and Disposal:

Other Ancillary

Collection and Disposal(d)(e)

Recycling Processing and Sales(d)

WM Renewable Energy(e)

Corporate and Other(e)

Intercompany Elimination

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

2 unchanged sentences

Capital expenditures are reported in our reportable segments at the time they are recorded within the segments’ property and equipment balances and, therefore, include timing differences for amounts accrued but not yet paid.

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

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

The amounts in income from operations for the three months ended March 31, 2025 and 2024 are $ 20 million and $ 22 million, respectively.

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

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

(e) WM Renewable Energy pays a 15 % intercompany royalty to our Collection and Disposal and Corporate and Other businesses for landfill gas.

The total amount of royalties in gross and intercompany operating revenues for the East Tier, West Tier, and Corporate and Other and in operating expenses for WM Renewable Energy for the three months ended March 31, 2025 and 2024 are $ 14 million and $ 10 million, respectively.

The total amount of royalties in gross and intercompany operating revenues for the East Tier, West Tier, and Corporate and Other and in operating expenses for WM Renewable Energy for the three and six months ended June 30, 2025 are $ 17 million and $ 31 million, respectively.

The total amount of royalties in gross and intercompany operating revenues for the East Tier, West Tier, and Corporate and Other and in operating expenses for WM Renewable Energy for the three and six months ended June 30, 2024 are $ 11 million and $ 21 million,

respectively.

Prior to the fourth quarter of 2024, amounts related to intercompany royalty payments were adjusted through income from operations.

Prior periods have been recast to conform to current year presentation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

9 unchanged sentences

Total assets, per Condensed Consolidated Balance Sheet

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The mix of operating revenues from our major lines of business for the three months ended March 31 are as follows (in millions):

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

Revenues (a)(b)

Three Months Ended June 30:

Other collection

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Corporate and Other

Revenues (a)(b)

Six Months Ended June 30:

Other collection

Total collection

Total Collection and Disposal

Recycling Processing and Sales

WM Renewable Energy

WM Healthcare Solutions

Corporate and Other

Other collection

Total collection

Total Collection and Disposal

Recycling Processing and Sales

WM Renewable Energy

Corporate and Other

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

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Our operating revenues and volumes typically experience seasonal increases in the summer months that are reflected in second and third quarter revenues and results of operations.

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events can significantly affect the operating results of the geographic areas affected.

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and hurricanes that most often impact our operations in the Southern and Eastern U.S.

during the second half of the year, can increase our revenues in the geographic areas affected as a result of the waste volumes generated by these events.

during the second half of the year, can increase our

revenues in the geographic areas affected as a result of the waste volumes generated by these events.

While weather-related and other event-driven special projects can boost revenues through additional work for a limited time, due to significant start-up costs and other factors, such revenue can generate earnings at comparatively lower margins.

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Shortly thereafter, we repaid all outstanding borrowings under the term credit agreement with net proceeds from our November 2024 issuance of $ 5.2 billion of senior notes.

Our consolidated financial statements have not been retroactively restated to include Stericycle’s historical financial position or results of operations.

Our Condensed Consolidated Financial Statements have not been retroactively restated to include Stericycle’s historical financial position or results of operations.

The acquisition is accounted for as a business combination.

In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill.

We are in the process of valuing all of the assets and liabilities acquired in the acquisition and until we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary purchase price allocation.

Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date.

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Goodwill of $ 3.8 billion was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits expected to arise from other assets acquired that could not be individually identified and separately recognized and from synergies of the combination.

During the first quarter of 2025, we finalized the determination of our reporting units related to the Stericycle acquisition and allocated the goodwill balance to two reporting units within our WM Healthcare Solutions segment using a relative fair value allocation method.

In the first quarter of 2025, we finalized the determination of our reporting units related to the Stericycle acquisition and allocated the goodwill balance to two reporting units within our WM Healthcare Solutions segment using a relative fair value allocation method.

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

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table shows the preliminary purchase price allocation as of the date acquired and adjustments to March 31, 2025 (in millions):

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

November 4, 2024

March 31, 2025

June 30, 2025

Cash and cash equivalents

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The preliminary allocation of $ 3,465 million for other intangible assets includes $ 2,279 million for customer relationships with a weighted average amortization period of 15 years , $ 610 million for indefinite lived trade names, $ 319 million for indefinite lived permits, $ 114 million for finite lived trade names with a weighted average amortization period of 2.9 years, $ 138 million for ERP software with a weighted average amortization period of 4.7 years and $ 5 million for developed technology with an amortization period of 17 years .

2025 Acquisitions

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

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

Total consideration for our 2025 acquisitions was primarily allocated to $ 79 million of property and equipment, $ 34 million of other intangible assets, primarily customer relationships, and $ 313 million of goodwill.

The goodwill was primarily a result of expected synergies from combining the acquired businesses with our existing operations and substantially all was tax deductible.

We remain in the measurement period for most of our acquisitions, and adjustments to our preliminary purchase price allocation may occur.

On January 2, 2025, we completed the sale of our WM Healthcare Solutions’ Spain and Portugal subsidiaries.

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

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

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

(Gain) loss from divestitures, asset impairments and unusual items, net for the three and six months ended June 30, 2024 primarily relates to a $ 54 million charge required to increase the estimated fair value of a liability associated with the expected disposition of an investment the Company holds in a waste diversion technology business.

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

Accumulated Other Comprehensive Income (Loss)

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Net current period other comprehensive income (loss)

Balance, March 31, 2025

Balance, June 30, 2025

Common Stock Repurchase Program

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

There were no common stock repurchases during the first quarter of 2025.

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

As a result of the Stericycle acquisition, the Company has temporarily suspended share repurchases.

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Fair Value of Debt

As of March 31, 2025 and December 31, 2024, the carrying value of our debt was $ 23.8 billion and $ 23.9 billion, respectively.

The estimated fair value of our debt was approximately $ 23.2 billion and $ 22.9 billion as of March 31, 2025 and December 31, 2024, respectively.

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

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

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates of fair value.

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The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values.

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

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

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

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

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

Variable Interest Entities

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We do not consolidate our investments in entities established to manage low-income housing properties because we are not the primary beneficiary of these entities as we do not have the power to individually direct the activities of these entities.

Our aggregate investment balance in these entities was $ 684 million and $ 707 million as of March 31, 2025 and December 31, 2024, respectively.

The debt balance related to our investments in low-income housing properties was $ 655 million and $ 670 million as of March 31, 2025 and December 31, 2024, respectively.

Our aggregate investment balance in these entities was $ 660 million and $ 707 million as of June 30, 2025 and December 31, 2024, respectively.

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

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

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We also reflect our share of the unrealized gains and losses on available-for-sale securities held by these trusts as a component of our accumulated other comprehensive income (loss).

Our investments and receivables related to these trusts had an aggregate carrying value of $ 111 million at March 31, 2025 and December 31, 2024.

Our investments and receivables related to these trusts had an aggregate carrying value of $ 117 million and $ 111 million as of June 30, 2025 and December 31, 2024, respectively.

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

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

These trusts had a fair value of $ 131 million and $ 128 million as of March 31, 2025 and December 31, 2024, respectively.

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

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

What changed 10-Q

Item 1. Financial Statements