Item 1. Financial Statements
Item 1. Financial Statements.
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In Millions, Except Share and Par Value Amounts)
June 30,
December 31,
2025
2024
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
440
$
414
Accounts receivable, net of allowance for doubtful accounts of $ 187 and $ 165 , respectively
3,407
3,272
Other receivables, net of allowance for doubtful accounts of $ 3 and $ 4 , respectively
524
415
Parts and supplies
224
206
Other current assets
389
467
Total current assets
4,984
4,774
Property and equipment, net of accumulated depreciation and depletion of $ 24,477 and $ 23,777 respectively
19,963
19,340
Goodwill
13,886
13,438
Other intangible assets, net
3,964
4,188
Restricted funds
553
413
Investments in unconsolidated entities
810
846
Other long-term assets
1,562
1,568
Total assets
$
45,722
$
44,567
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
2,025
$
2,046
Accrued liabilities
2,138
2,180
Deferred revenues
689
673
Current portion of long-term debt
964
1,359
Total current liabilities
5,816
6,258
Long-term debt, less current portion
23,056
22,541
Deferred income taxes
2,865
2,815
Landfill and environmental remediation liabilities
3,086
3,048
Other long-term liabilities
1,697
1,651
Total liabilities
36,520
36,313
Commitments and contingencies (Note 6)
Equity:
Waste Management, Inc. stockholders’ equity:
Common stock, $ 0.01 par value; 1,500,000,000 shares authorized; 630,282,461 shares issued
6
6
Additional paid-in capital
5,566
5,496
Retained earnings
16,553
15,858
Accumulated other comprehensive income (loss)
9
( 115 )
Treasury stock at cost, 227,680,075 and 228,788,284 shares, respectively
( 12,933 )
( 12,993 )
Total Waste Management, Inc. stockholders’ equity
9,201
8,252
Noncontrolling interests
1
2
Total equity
9,202
8,254
Total liabilities and equity
$
45,722
$
44,567
See Notes to Condensed Consolidated Financial Statements.
2
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In Millions, Except per Share Amounts)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Operating revenues
$
6,430
$
5,402
$
12,448
$
10,561
Costs and expenses:
Operating
3,839
3,291
7,486
6,431
Selling, general and administrative
696
501
1,383
992
Depreciation, depletion and amortization
708
543
1,364
1,057
Restructuring
12
—
25
—
(Gain) loss from divestitures, asset impairments and unusual items, net
24
58
26
56
5,279
4,393
10,284
8,536
Income from operations
1,151
1,009
2,164
2,025
Other income (expense):
Interest expense, net
( 232 )
( 136 )
( 464 )
( 266 )
Equity in net income (loss) of unconsolidated entities
2
22
7
3
Other, net
7
( 1 )
9
1
( 223 )
( 115 )
( 448 )
( 262 )
Income before income taxes
928
894
1,716
1,763
Income tax expense
201
214
352
376
Consolidated net income
727
680
1,364
1,387
Less: Net income (loss) attributable to noncontrolling interests
1
—
1
( 1 )
Net income attributable to Waste Management, Inc.
$
726
$
680
$
1,363
$
1,388
Basic earnings per common share
$
1.80
$
1.70
$
3.39
$
3.46
Diluted earnings per common share
$
1.80
$
1.69
$
3.37
$
3.44
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Millions)
(Unaudited)
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Consolidated net income
$
727
$
680
$
1,364
$
1,387
Other comprehensive income (loss), net of tax:
Derivative instruments, net
( 10 )
( 1 )
( 1 )
( 1 )
Available-for-sale securities, net
6
( 1 )
8
—
Foreign currency translation adjustments
100
( 10 )
117
( 34 )
Post-retirement benefit obligations, net
—
( 1 )
—
( 1 )
Other comprehensive income (loss), net of tax
96
( 13 )
124
( 36 )
Comprehensive income
823
667
1,488
1,351
Less: Comprehensive income (loss) attributable to noncontrolling interests
1
—
1
( 1 )
Comprehensive income attributable to Waste Management, Inc.
$
822
$
667
$
1,487
$
1,352
See Notes to Condensed Consolidated Financial Statements.
3
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Millions)
(Unaudited)
Six Months Ended
June 30,
2025
2024
Cash flows from operating activities:
Consolidated net income
$
1,364
$
1,387
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation, depletion and amortization
1,364
1,057
Deferred income tax expense (benefit)
79
14
Interest accretion on landfill and environmental remediation liabilities
71
66
Provision for bad debts
43
26
Equity-based compensation expense
92
57
Net gain on disposal of assets
( 12 )
( 50 )
(Gain) loss from divestitures, asset impairments and other, net
26
56
Equity in net (income) loss of unconsolidated entities, net of dividends
( 7 )
( 3 )
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables
( 323 )
( 127 )
Other current assets
( 52 )
( 30 )
Other assets
141
63
Accounts payable and accrued liabilities
42
85
Deferred revenues and other liabilities
( 75 )
( 80 )
Net cash provided by operating activities
2,753
2,521
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired
( 366 )
( 243 )
Capital expenditures
( 1,563 )
( 1,335 )
Proceeds from divestitures of businesses and other assets, net of cash divested
103
58
Other, net
( 89 )
( 839 )
Net cash used in investing activities
( 1,915 )
( 2,359 )
Cash flows from financing activities:
New borrowings
9,135
9,180
Debt repayments
( 9,234 )
( 8,752 )
Common stock repurchase program
—
( 262 )
Cash dividends
( 669 )
( 608 )
Exercise of common stock options
50
36
Tax payments associated with equity-based compensation transactions
( 49 )
( 48 )
Other, net
( 14 )
( 10 )
Net cash used in financing activities
( 781 )
( 464 )
Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents
8
( 4 )
Increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents
65
( 306 )
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period
487
552
Cash, cash equivalents and restricted cash and cash equivalents at end of period
$
552
$
246
Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of period:
Cash and cash equivalents
$
440
$
172
Restricted cash and cash equivalents included in other current assets
45
4
Restricted cash and cash equivalents included in restricted funds
67
70
Cash, cash equivalents and restricted cash and cash equivalents at end of period
$
552
$
246
See Notes to Condensed Consolidated Financial Statements.
4
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(In Millions, Except Shares in Thousands)
(Unaudited)
Waste Management, Inc. Stockholders’ Equity
Accumulated
Additional
Other
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Noncontrolling
Total
Shares
Amounts
Capital
Earnings
Income (Loss)
Shares
Amounts
Interests
Three Months Ended June 30:
2025
Balance, March 31, 2025
$
8,651
630,282
$
6
$
5,515
$
16,160
$
( 87 )
( 227,911 )
$
( 12,944 )
$
1
Consolidated net income
727
—
—
—
726
—
—
—
1
Other comprehensive income (loss), net of tax
96
—
—
—
—
96
—
—
—
Cash dividends declared of $ 0.825 per common share
( 333 )
—
—
—
( 333 )
—
—
—
—
Equity-based compensation transactions, net
62
—
—
51
—
—
231
11
—
Other, net
( 1 )
—
—
—
—
—
—
—
( 1 )
Balance, June 30, 2025
$
9,202
630,282
$
6
$
5,566
$
16,553
$
9
( 227,680 )
$
( 12,933 )
$
1
2024
Balance, March 31, 2024
$
7,078
630,282
$
6
$
5,352
$
14,738
$
( 60 )
( 228,980 )
$
( 12,954 )
$
( 4 )
Consolidated net income
680
—
—
—
680
—
—
—
—
Other comprehensive income (loss), net of tax
( 13 )
—
—
—
—
( 13 )
—
—
—
Cash dividends declared of $ 0.75 per common share
( 301 )
—
—
—
( 301 )
—
—
—
—
Equity-based compensation transactions, net
31
—
—
29
( 1 )
—
62
3
—
Common stock repurchase program
( 12 )
—
—
50
—
—
( 266 )
( 62 )
—
Adoption of new accounting standard
( 12 )
—
—
—
( 12 )
—
—
—
—
Other, net
—
—
—
2
—
—
1
—
( 2 )
Balance, June 30, 2024
$
7,451
630,282
$
6
$
5,433
$
15,104
$
( 73 )
( 229,183 )
$
( 13,013 )
$
( 6 )
See Notes to Condensed Consolidated Financial Statements.
5
WASTE MANAGEMENT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY ─ (Continued)
(In Millions, Except Shares in Thousands)
(Unaudited)
Waste Management, Inc. Stockholders’ Equity
Accumulated
Additional
Other
Common Stock
Paid-In
Retained
Comprehensive
Treasury Stock
Noncontrolling
Total
Shares
Amounts
Capital
Earnings
Income (Loss)
Shares
Amounts
Interests
Six Months Ended June 30:
2025
Balance, December 31, 2024
$
8,254
630,282
$
6
$
5,496
$
15,858
$
( 115 )
( 228,788 )
$
( 12,993 )
$
2
Consolidated net income
1,364
—
—
—
1,363
—
—
—
1
Other comprehensive income (loss), net of tax
124
—
—
—
—
124
—
—
—
Cash dividends declared of $ 1.65 per common share
( 669 )
—
—
—
( 669 )
—
—
—
—
Equity-based compensation transactions, net
131
—
—
70
1
—
1,107
60
—
Other, net
( 2 )
—
—
—
—
—
1
—
( 2 )
Balance, June 30, 2025
$
9,202
630,282
$
6
$
5,566
$
16,553
$
9
( 227,680 )
$
( 12,933 )
$
1
2024
Balance, December 31, 2023
$
6,896
630,282
$
6
$
5,351
$
14,334
$
( 37 )
( 228,827 )
$
( 12,751 )
$
( 7 )
Consolidated net income
1,387
—
—
—
1,388
—
—
—
( 1 )
Other comprehensive income (loss), net of tax
( 36 )
—
—
—
—
( 36 )
—
—
—
Cash dividends declared of $ 1.50 per common share
( 608 )
—
—
—
( 608 )
—
—
—
—
Equity-based compensation transactions, net
82
—
—
17
2
—
1,137
63
—
Common stock repurchase program
( 265 )
—
—
60
—
—
( 1,494 )
( 325 )
—
Adoption of new accounting standard
( 12 )
—
—
—
( 12 )
—
—
—
—
Other, net
7
—
—
5
—
—
1
—
2
Balance, June 30, 2024
$
7,451
630,282
$
6
$
5,433
$
15,104
$
( 73 )
( 229,183 )
$
( 13,013 )
$
( 6 )
See Notes to Condensed Consolidated Financial Statements.
6
1. Basis of Presentation
The financial statements presented in this report represent the consolidation of Waste Management, Inc., a Delaware corporation; its wholly-owned and majority-owned subsidiaries; and certain variable interest entities for which Waste Management, Inc. or its subsidiaries are the primary beneficiaries as described in Note 13. Waste Management, Inc. is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., together with its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WMI,” we are referring only to Waste Management, Inc., the parent holding company.
We are North America’s leading provider of comprehensive environmental solutions, providing services throughout the United States (“U.S.”) and Canada. We partner with our customers and the communities we serve to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Our 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”) 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 (“RNG”), which is a significant source of fuel that we allocate to our natural gas fleet.
On November 4, 2024, we completed the 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 and secure information destruction services that protect people and brands, promote health and well-being and safeguard the environment. Refer to Note 8 for further discussion.
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; (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. We also provide additional services not managed through our five reportable segments, which are presented as Corporate and Other. Refer to Note 7 for further discussion.
The Condensed Consolidated Financial Statements as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 are unaudited. In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows, and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
In preparing our financial statements, we make numerous estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with precision from available data or simply cannot be calculated. In some cases, these estimates are difficult to determine, and we must exercise significant judgment. In preparing our financial statements, the most difficult, subjective and complex estimates and the assumptions that present the greatest amount of uncertainty relate to our accounting for landfills, environmental remediation liabilities, long-lived asset impairments, intangible asset impairments and the fair value of assets and liabilities acquired in business combinations. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.
7
Revenue Recognition
We generally recognize revenue as services are performed or products are delivered. For example, revenue typically is recognized as waste is collected; tons are received at our landfills, transfer stations or processing facilities; or recycling and other commodities, such as RNG, electricity and capacity, Renewable Identification Numbers (“RINs”) and Renewable Energy Credits (“RECs”), are sold. Compliance services revenues are recognized over the contractual service period.
We also bill for certain services prior to performance. Such services include, among others, certain commercial and residential contracts and equipment rentals. These advanced billings are included in deferred revenues and recognized as revenue in the period service is provided. Substantially all our deferred revenues during the reported periods are realized as revenues within one to three months , when the related services are performed.
Contract Acquisition Costs
Our incremental direct costs of obtaining a contract, which consist primarily of sales incentives, are generally deferred and amortized to selling, general and administrative expense over the estimated life of the relevant customer relationship, ranging from five to 16 years . Contract acquisition costs that are paid to the customer are deferred and amortized as a reduction in revenue over the contract life. Our contract acquisition costs are classified as current or noncurrent based on the timing of when we expect to recognize amortization and are included in other assets in our Condensed Consolidated Balance Sheets. As of June 30, 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.
Leases
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. Amounts for our financing leases are recorded in property and equipment, net of accumulated depreciation and depletion, and current or long-term debt in our Condensed Consolidated Balance Sheets, as appropriate.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments held within restricted funds, and accounts receivable. We make efforts to control our exposure to credit risk associated with these instruments by (i) placing our assets and other financial interests with a diverse group of credit-worthy financial institutions; (ii) holding high-quality financial instruments while limiting investments in any one instrument and (iii) maintaining strict policies over credit extension that include credit evaluations, credit limits and monitoring procedures, although generally we do not have collateral requirements for credit extensions. We also control our exposure associated with trade receivables by discontinuing service, to the extent allowable, to non-paying customers. However, our overall credit risk associated with trade receivables is limited due to the large number and diversity of customers we serve.
Reclassifications
When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation and are not material to our Condensed Consolidated Financial Statements.
8
2. Landfill and Environmental Remediation Liabilities
Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):
June 30, 2025
December 31, 2024
Environmental
Environmental
Landfill
Remediation
Total
Landfill
Remediation
Total
Current (in accrued liabilities)
$
180
$
55
$
235
$
177
$
54
$
231
Long-term
2,924
162
3,086
2,880
168
3,048
$
3,104
$
217
$
3,321
$
3,057
$
222
$
3,279
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
Landfill
Remediation
December 31, 2024
$
3,057
$
222
Obligations incurred and capitalized
42
—
Obligations settled
( 73 )
( 10 )
Interest accretion
71
—
Revisions in estimates
—
5
Acquisitions, divestitures and other adjustments
7
—
June 30, 2025
$
3,104
$
217
At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds for purposes of settling final capping, closure, post-closure and environmental remediation obligations. Generally, these trust funds are established to comply with statutory requirements and operating agreements. See Note 13 for additional information related to these trusts.
3. Debt
The following table summarizes the major components of debt at principal amounts as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of June 30, 2025:
June 30,
December 31,
2025
2024
Commercial paper program (weighted average interest rate of 4.6 % as of June 30, 2025 and 4.7 % as of December 31, 2024)
$
1,545
$
1,250
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)
17,998
18,419
Canadian senior notes, C$ 500 million maturing September 2026, interest rate of 2.6 %
367
348
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)
3,003
2,873
Financing leases and other, maturing through 2082 (weighted average interest rate of 4.9 % as of June 30, 2025 and December 31, 2024) (a)
1,277
1,189
Debt issuance costs, discounts and other
( 170 )
( 179 )
24,020
23,900
Current portion of long-term debt
964
1,359
Long-term debt, less current portion
$
23,056
$
22,541
(a) Excluding our landfill financing leases, the maturities of our financing leases and other debt obligations extend through 2059 .
9
Debt Classification
As of June 30, 2025, we had approximately $ 4.0 billion of debt maturing within the next 12 months, including (i) $ 1.5 billion of short-term borrowings under our commercial paper program (net of related discount on issuance); (ii) $ 1.5 billion of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities; (iii) $ 500 million of 0.75 % senior notes that mature in November 2025 and (iv) $ 464 million of other debt with scheduled maturities within the next 12 months, including $ 298 million of tax-exempt bonds. As of June 30, 2025, we have classified $ 3.0 billion of debt maturing in the next 12 months as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $ 3.5 billion long-term U.S. and Canadian revolving credit facility (“$ 3.5 billion revolving credit facility”), as discussed below. The remaining $ 964 million of debt maturing in the next 12 months is classified as current obligations.
Access to and Utilization of Credit Facilities and Commercial Paper Program
$3.5 Billion Revolving Credit Facility — Our $ 3.5 billion revolving credit facility, maturing May 2029, provides us with credit capacity to be used for cash borrowings, to support letters of credit and to support our commercial paper program. The interest rates we pay on outstanding U.S. or Canadian loans are based on the Secured Overnight Financing Rate (“SOFR”) administered by the Federal Reserve Bank of New York or the Canadian Overnight Repo Rate Average (“CORRA”) administered by the Bank of Canada, respectively, plus a spread depending on our senior public debt rating assigned by Moody’s Investors Service, Inc. and Standard and Poor’s Global Ratings. The spread above SOFR or CORRA can range from 0.585 % to 1.025 % per annum, plus applicable credit adjustments. We also pay certain other fees set forth in the $ 3.5 billion revolving credit facility agreement, including a facility fee based on the aggregate commitment, regardless of usage. As of June 30, 2025, we had no outstanding borrowings under this facility. We had $ 1.5 billion of outstanding borrowings (net of related discount on issuance) under our commercial paper program and $ 224 million of letters of credit issued, both supported by the facility, leaving unused and available credit capacity of $ 1.8 billion as of June 30, 2025. WM Holdings, a wholly-owned subsidiary of WMI, guarantees all of the obligations under the $ 3.5 billion revolving credit facility.
Commercial Paper Program — We have a commercial paper program that enables us to borrow funds for up to 397 days at competitive interest rates. The rates we pay for outstanding borrowings are based on the term of the notes. The commercial paper program is fully supported by our $ 3.5 billion revolving credit facility. As of June 30, 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 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.
10
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.
4. Income Taxes
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.
Investments Qualifying for Federal Tax Credits
Renewable Natural Gas — Through our subsidiaries, including our WM Renewable Energy segment, we have invested in building landfill gas-to-energy facilities in the U.S. and Canada that produce renewable electricity and RNG. We expect our new RNG facilities to qualify for federal tax credits and to realize those credits through 2026 under Section 48 of the Internal Revenue Code.
During the three and six months ended June 30, 2025, we recognized a reduction in our income tax expense of $ 43 million and $ 89 million, respectively, due to federal tax credits expected to be realized from our RNG investments compared with $ 37 million and $ 74 million, respectively, for the comparable prior year periods.
Low-Income Housing — We have significant financial interests in entities established to invest in and manage low-income housing properties. We support the operations of these entities in exchange for a pro-rata share of the tax credits they generate. The low-income housing investments qualify for federal tax credits that we expect to realize through 2036 under Section 42 or Section 45D of the Internal Revenue Code.
Under the proportional amortization method, the equity investment is amortized in proportion to the income tax credits and other income tax benefits received. The amortization expense and the income tax credits are required to be presented on a net basis in income tax expense on the Condensed Consolidated Statements of Operations.
During the three and six months ended June 30, 2025, we recognized income tax expense of $ 25 million and $ 45 million, respectively, related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 35 million and $ 62 million, respectively, primarily due to federal tax credits realized from these investments. In addition, during the three and six months ended June 30, 2025, we recognized interest expense of $ 8 million and $ 17 million, respectively, associated with our investments in low-income housing properties.
During the three and six months ended June 30, 2024, we recognized income tax expense of $ 37 million related to amortization under ASU 2023-02 and a reduction in our income tax expense of $ 22 million and $ 50 million, respectively, primarily due to federal tax credits realized from these investments. In addition, during the three and six months ended
11
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.
5. Earnings Per Share
Basic and diluted earnings per share for the three and six months ended June 30 were computed using the following common share data (shares in millions):
Three Months Ended
Six Months Ended
June 30,
June 30,
2025
2024
2025
2024
Number of common shares outstanding at end of period
402.6
401.1
402.6
401.1
Effect of using weighted average common shares outstanding
—
0.2
( 0.1 )
0.4
Weighted average basic common shares outstanding
402.6
401.3
402.5
401.5
Dilutive effect of equity-based compensation awards and other contingently issuable shares
1.7
1.9
1.5
1.8
Weighted average diluted common shares outstanding
404.3
403.2
404.0
403.3
Potentially issuable shares
4.3
4.9
4.3
4.9
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
0.9
1.2
1.2
1.3
Refer to the Condensed Consolidated Statements of Operations for net income attributable to Waste Management, Inc.
6. Commitments and Contingencies
Financial Instruments — We have obtained letters of credit, surety bonds and insurance policies and have established trust funds and issued financial guarantees to support tax-exempt bonds, contracts, performance of landfill final capping, closure and post-closure requirements, environmental remediation and other obligations. Letters of credit generally are supported by our $ 3.5 billion revolving credit facility and other credit lines established for that purpose. These facilities are discussed further in Note 3. Surety bonds and insurance policies are supported by (i) a diverse group of third-party surety and insurance companies; (ii) an entity in which we have a noncontrolling financial interest or (iii) a wholly-owned insurance captive, the sole business of which is to issue surety bonds and/or insurance policies on our behalf.
Management does not expect that any claims against or draws on these instruments would have a material adverse effect on our financial condition, results of operations or cash flows. We have not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for our current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, we continue to evaluate various options to access cost-effective sources of financial assurance.
Insurance — We carry insurance coverage for protection of our assets and operations from certain risks including general liability, automobile liability, workers’ compensation, real and personal property, directors’ and officers’ liability, pollution legal liability, cyber incident liability and other coverages we believe are customary to the industry. Our exposure to loss for insurance claims is generally limited to the per-incident deductible under the related insurance policy and any amounts that exceed our insured limits. Our exposure could increase if our insurers are unable to meet their commitments on a timely basis.
We have retained a significant portion of the risks related to our health and welfare, general liability, automobile liability and workers’ compensation claims programs. “General liability” refers to the self-insured portion of specific third-party claims made against us that may be covered under our commercial general liability insurance policy. For our self-insured portions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation or internal estimates. The accruals for these liabilities could be revised if future
12
occurrences or loss development significantly differ from such valuations and estimates. We use a wholly-owned insurance captive to insure the deductibles for our general liability, automobile liability and workers’ compensation claims programs.
We do not expect the impact of any known casualty, property, environmental or other contingency to have a material impact on our financial condition, results of operations or cash flows.
Guarantees — In the ordinary course of our business, WMI and WM Holdings enter into guarantee agreements associated with their subsidiaries’ operations. Additionally, WMI and WM Holdings have each guaranteed all of the senior debt of the other entity. No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets.
As of June 30, 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. We do not believe that the remaining contingent obligations will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
Environmental Matters — A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental protection. The nature of our operations, particularly with respect to the construction, operation and maintenance of our landfills, subjects us to an array of laws and regulations relating to the protection of the environment. Under current laws and regulations, we may have liabilities for environmental damage caused by our operations, or for damage caused by conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities, such liabilities include potentially responsible party (“PRP”) investigations. The costs associated with these liabilities can include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated with site investigation and clean-up.
Estimating our degree of responsibility for remediation is inherently difficult. We recognize and accrue for an estimated remediation liability when we determine that such liability is both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with the likely site remediation alternatives identified in the environmental impact investigation. In these cases, we use the amount within the range that is our best estimate. If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we used the high ends of such ranges (where estimable), our aggregate potential liability would be approximately $ 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. It is possible that technological, regulatory or enforcement developments, the results of environmental studies, the inability to identify other PRPs, the inability of other PRPs to contribute to the settlements of such liabilities, or other factors could require us to record additional liabilities. Our ongoing review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in revisions to our accruals that could cause upward or downward adjustments to our balance sheet and income from operations. These adjustments could be material in any given period.
As of June 30, 2025, we had been notified by the government that we are a PRP in connection with 74 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List, or NPL. Of the 74 sites at which claims have been made against us, 14 are sites we own. Each of the NPL sites we own was initially developed by others as a landfill disposal facility. At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures. The other 60 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund.
13
The majority of proceedings involving NPL sites that we do not own are based on allegations that certain of our subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at the sites. Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain.
In 2018, both of McGinnes Industrial Maintenance Corporation (“MIMC”), a subsidiary of Waste Management of Texas, Inc., and International Paper Company (“IPC”) entered into an Administrative Order on Consent with the EPA as PRPs to develop a remedial design for the San Jacinto River Waste Pits Superfund Site in Harris County, Texas. We recorded a liability for MIMC’s estimated potential share of the EPA’s proposed remedy and related costs, although allocation of responsibility among the PRPs for the proposed remedy has not been established. In November 2024, MIMC and IPC publicly issued a proposed revised full remedial design. The EPA’s comments were received in April 2025, and MIMC and IPC provided responses to those comments later that month. Due to increases in the estimated costs of the remedy to address the EPA’s comments, in the fourth quarter of 2024 we recorded an additional $ 13 million liability for MIMC’s estimated potential share of such costs. The recorded liability as of June 30, 2025, and December 31, 2024, was approximately $ 96 and $ 97 million, respectively. MIMC’s ultimate liability could be materially different from current estimates, including potential increases resulting from MIMC’s continued engagement with the EPA regarding a final remedial design for the site.
Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, below a stated threshold. In accordance with this SEC regulation, the Company uses a threshold of $ 1 million for purposes of determining whether disclosure of any such environmental proceedings is required. We are not aware of any matters in the second quarter of 2025 that are required to be disclosed pursuant to this standard.
From time to time, we are also named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites. Some of the lawsuits may seek to have us pay the costs of monitoring of allegedly affected sites and health care examinations of allegedly affected persons for a substantial period of time even where no actual damage is proven. While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other third parties, among other factors. Additionally, we often enter into agreements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements. Compliance with these agreements inherently involves subjective determinations and may result in disputes, including litigation.
Litigation — We are subject to various proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions that have been filed against us, and that may be filed against us in the future, include personal injury, property damage, commercial, customer, and employment-related claims, including purported state and national class action lawsuits related to: alleged environmental contamination, including releases of hazardous material and odors; sales and marketing practices, customer service agreements and prices and fees; and federal and state wage and hour and other laws. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered, in part, by insurance. We currently do not believe that the eventual outcome of any such
14
actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
On November 4, 2024, the Company acquired Stericycle. At the time of the acquisition, Stericycle was subject to the following legal matters, which are now legal matters of our wholly-owned subsidiary.
Stericycle entered into a deferred prosecution agreement (“DPA”) with the U.S. Department of Justice (“DOJ”) and a cease-and-desist order with the SEC in 2022 relating to Stericycle’s compliance with the U.S. Foreign Corrupt Practices Act and other anti-corruption laws with respect to now-divested operations in Latin America. The DPA and cease-and-desist order required Stericycle to engage an independent compliance monitor for two years, which Stericycle satisfied. Additionally, the DPA required Stericycle to self-report any potential violations of the anti-corruption laws through November 2025. In April 2025, the DOJ filed, and the court granted, a motion for early termination of the DPA, and the deferred charges against Stericycle have been dismissed with prejudice. This matter did not have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.
On February 11, 2020, Stericycle received an administrative subpoena from the U.S. Drug Enforcement Administration (“DEA”), which executed a search warrant at a facility in Rancho Cordova, California and an administrative inspection warrant at a facility in Indianapolis, Indiana for materials related to Stericycle’s now-divested Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers (the “ESOL Retail Controlled Substances Business”). On that same day, agents from the California Department of Toxic Substances Control executed a separate search warrant at the Rancho Cordova facility. Since that time, the U.S. Attorney’s Office for the Eastern District of California (“USAO EDCA”) has been overseeing criminal and civil investigations of the ESOL Retail Controlled Substances Business. 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 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.
In June 2022, we and certain of our officers were named as defendants in a complaint alleging violation of the federal securities laws and seeking certification as a class action in the U.S. District Court for the Southern District of New York. A lead plaintiff 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. Such indemnification is required to the maximum extent permitted under Delaware law. Accordingly, the director or officer must execute an undertaking to reimburse the Company for any fees advanced if it is later determined that the director or officer was not permitted to have such fees advanced under Delaware law. Additionally, the Company has direct contractual obligations to provide indemnification to each of the members of WMI’s Board of Directors and each of WMI’s executive officers. The Company may incur substantial expenses in connection with the fulfillment of its advancement of costs and indemnification obligations in connection with actions or proceedings that may be brought against its former or current officers, directors and employees.
15
Multiemployer Defined Benefit Pension Plans — About 20 % of our workforce is covered by collective bargaining agreements with various local unions across the U.S. and Canada, and certain parts of Europe. As a result of some of these agreements, certain of our subsidiaries are participating employers in a number of trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for the covered employees. In connection with our ongoing renegotiation of various collective bargaining agreements, we may discuss and negotiate for the complete or partial withdrawal from one or more of these Multiemployer Pension Plans. A complete or partial withdrawal from a Multiemployer Pension Plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. Any other circumstance resulting in a decline in Company contributions to a Multiemployer Pension Plan through a reduction in the labor force, whether through attrition over time or through a business event (such as the discontinuation or nonrenewal of a customer contract, the decertification of a union, or relocation, reduction or discontinuance of certain operations) may also trigger a complete or partial withdrawal from one or more of these pension plans.
We do not believe that any future liability relating to our past or current participation in, or withdrawals from, the Multiemployer Pension Plans to which we contribute will have a material adverse effect on our business, financial condition or liquidity. However, liability for future withdrawals could have a material adverse effect on our results of operations or cash flows for a particular reporting period, depending on the number of employees withdrawn and the financial condition of the Multiemployer Pension Plan(s) at the time of such withdrawal(s).
Tax Matters — We maintain a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse effect on our financial condition, results of operations or cash flows. We participate in the IRS’s Compliance Assurance Process, which means we work with the IRS throughout the year towards resolving any material issues prior to the filing of our annual tax return. Any unresolved issues as of the tax return filing date are subject to routine examination procedures. In the fourth quarter of 2022, the Company received a notice of tax due for the 2017 tax year related to a remaining disagreement with the IRS. In response to the notice, the Company made a deposit of approximately $ 103 million with the IRS. In the fourth quarter of 2024, the Company filed a claim for refund of the entire amount deposited with the IRS. We expect to litigate any denial of the claim for refund. As of June 30, 2025 and December 31, 2024, the IRS deposit, net of reserve for uncertain tax positions, was classified as a component of other long-term assets in the Company’s Condensed Consolidated Balance Sheets.
7. Segment and Related Information
Our senior management evaluates, oversees and manages the financial performance of our business through five reportable segments, referred to as (i) East Tier; (ii) West Tier; (iii) Recycling Processing and Sales; (iv) WM Renewable Energy and (v) WM Healthcare Solutions. Our East and West Tiers along with Other Ancillary services that are not managed through our Tier segments, but that support our collection and disposal operations, form our “Collection and Disposal” businesses. We also provide additional services not managed through our five reportable segments, which are presented as Corporate and Other.
16
Summarized financial information concerning our reportable segments for the three and six months ended June 30 is shown in the following table (in millions):
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating
Operating
Operating
General and
Net
Depletion and
from
Expenditures
Revenues
Revenues(a)
Revenues
Expenses
Administrative
Expenses(f)
Amortization
Operations(b)
(c)
Three Months Ended June 30:
2025
Collection and Disposal:
East Tier
$
2,292
$
630
$
2,922
$
1,833
$
88
$
8
$
272
$
721
$
360
West Tier
2,251
554
2,805
1,721
86
2
239
757
335
Other Ancillary
738
51
789
753
31
16
6
( 17 )
12
Collection and Disposal(d)(e)
5,281
1,235
6,516
4,307
205
26
517
1,461
707
Recycling Processing and Sales(d)
381
101
482
398
14
1
45
24
70
WM Renewable Energy(e)
115
—
115
59
3
—
15
38
115
WM Healthcare Solutions
646
1
647
406
150
9
105
( 23 )
46
Corporate and Other(e)
7
8
15
7
331
—
26
( 349 )
( 123 )
Total
$
6,430
$
1,345
$
7,775
$
5,177
$
703
$
36
$
708
$
1,151
$
815
Intercompany Elimination
( 1,345 )
( 1,338 )
( 7 )
—
—
—
Net
6,430
3,839
696
36
708
1,151
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating
Operating
Operating
General and
Net
Depletion and
from
Expenditures
Revenues
Revenues(a)
Revenues
Expenses
Administrative
Expenses(f)
Amortization
Operations(b)
(c)
2024
Collection and Disposal:
East Tier
$
2,178
$
566
$
2,744
$
1,708
$
89
$
2
$
253
$
692
$
245
West Tier
2,076
518
2,594
1,614
92
—
214
674
218
Other Ancillary
668
45
713
683
29
—
8
( 7 )
11
Collection and Disposal(d)(e)
4,922
1,129
6,051
4,005
210
2
475
1,359
474
Recycling Processing and Sales(d)
405
70
475
399
16
—
31
29
140
WM Renewable Energy(e)
69
1
70
40
3
—
9
18
123
Corporate and Other(e)
6
8
14
50
277
56
28
( 397 )
39
Total
$
5,402
$
1,208
$
6,610
$
4,494
$
506
$
58
$
543
$
1,009
$
776
Intercompany Elimination
( 1,208 )
( 1,203 )
( 5 )
—
—
—
Net
5,402
3,291
501
58
543
1,009
17
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating
Operating
Operating
General and
Net
Depletion and
from
Expenditures
Revenues
Revenues(a)
Revenues
Expenses
Administrative
Expenses(f)
Amortization
Operations(b)
(c)
Six Months Ended June 30:
2025
Collection and Disposal:
East Tier
$
4,432
$
1,188
$
5,620
$
3,523
$
176
$
8
$
523
$
1,390
$
557
West Tier
4,333
1,060
5,393
3,328
169
2
458
1,436
557
Other Ancillary
1,438
103
1,541
1,471
61
16
13
( 20 )
29
Collection and Disposal(d)(e)
10,203
2,351
12,554
8,322
406
26
994
2,806
1,143
Recycling Processing and Sales(d)
765
182
947
786
29
6
84
42
108
WM Renewable Energy(e)
206
1
207
114
6
—
30
57
237
WM Healthcare Solutions
1,265
9
1,274
789
305
18
206
( 44 )
80
Corporate and Other(e)
9
16
25
22
649
1
50
( 697 )
( 112 )
Total
$
12,448
$
2,559
$
15,007
$
10,033
$
1,395
$
51
$
1,364
$
2,164
$
1,456
Intercompany Elimination
( 2,559 )
( 2,547 )
( 12 )
—
—
—
Net
12,448
7,486
1,383
51
1,364
2,164
Net
Intercompany
Gross
Selling,
Other
Depreciation,
Income
Capital
Operating
Operating
Operating
Operating
General and
Net
Depletion and
from
Expenditures
Revenues
Revenues(a)
Revenues
Expenses
Administrative
Expenses(f)
Amortization
Operations(b)
(c)
2024
Collection and Disposal:
East Tier
$
4,259
$
1,093
$
5,352
$
3,332
$
178
$
2
$
494
$
1,346
$
421
West Tier
4,069
1,005
5,074
3,172
183
—
418
1,301
419
Other Ancillary
1,310
89
1,399
1,339
58
( 2 )
13
( 9 )
23
Collection and Disposal(d)(e)
9,638
2,187
11,825
7,843
419
—
925
2,638
863
Recycling Processing and Sales(d)
773
138
911
773
30
—
60
48
227
WM Renewable Energy(e)
138
2
140
79
5
—
17
39
214
Corporate and Other(e)
12
13
25
66
548
56
55
( 700 )
25
Total
$
10,561
$
2,340
$
12,901
$
8,761
$
1,002
$
56
$
1,057
$
2,025
$
1,329
Intercompany Elimination
( 2,340 )
( 2,330 )
( 10 )
—
—
—
Net
10,561
6,431
992
56
1,057
2,025
(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.
(b) For those items included in the determination of income from operations, the accounting policies of the segments are the same as those described in Note 1.
(c) Includes non-cash items. Additionally, our Corporate and Other business recognizes construction work in progress for fleet purchases during the period. Capital expenditures are reported in our reportable segments at the time they are recorded within the segments’ property and equipment balances and, therefore, include timing differences for amounts accrued but not yet paid as well as amounts transferred from Corporate and Other for fleet placed in service.
(d) Certain fees related to the processing of recyclable material we collect are included within our Collection and Disposal businesses. The amounts in income from operations for the three and six months ended June 30, 2025 are $ 20 million and $ 40 million, respectively. The amounts in income from operations for three and six months ended June 30, 2024, are $ 26 million and $ 48 million, respectively.
(e) WM Renewable Energy pays a 15 % intercompany royalty to our Collection and Disposal and Corporate and Other businesses for landfill gas. The total amount of royalties in gross and intercompany operating revenues for the East Tier, West Tier, and Corporate and Other and in operating expenses for WM Renewable Energy for the three and six months ended June 30, 2025 are $ 17 million and $ 31 million, respectively. 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,
18
respectively. Prior to the fourth quarter of 2024, amounts related to intercompany royalty payments were adjusted through income from operations. Prior periods have been recast to conform to current year presentation.
(f) Other net expenses include restructuring expenses, (gain) loss from divestitures, and asset impairments and unusual items, net.
Total assets by reportable segment are presented in the table below as follows (in millions):
June 30,
December 31,
2025
2024
Collection and Disposal:
East Tier
$
15,875
$
15,328
West Tier
11,933
11,786
Other Ancillary
819
779
Collection and Disposal
28,627
27,893
Recycling Processing and Sales
2,850
2,686
WM Renewable Energy
1,788
1,544
WM Healthcare Solutions
9,218
9,406
Corporate and Other
4,151
3,785
Elimination of intercompany investments and advances
( 912 )
( 747 )
Total assets, per Condensed Consolidated Balance Sheet
$
45,722
$
44,567
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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):
Net
Intercompany
Gross
Operating
Operating
Operating
Revenues
Revenues (a)(b)
Revenues
Three Months Ended June 30:
2025
Commercial
$
1,398
$
220
$
1,618
Industrial
790
223
1,013
Residential
872
22
894
Other collection
796
68
864
Total collection
3,856
533
4,389
Landfill
1,036
410
1,446
Transfer
389
292
681
Total Collection and Disposal
5,281
1,235
6,516
Recycling Processing and Sales
381
101
482
WM Renewable Energy
115
—
115
WM Healthcare Solutions
646
1
647
Corporate and Other
7
8
15
Total
$
6,430
$
1,345
$
7,775
2024
Commercial
$
1,330
$
196
$
1,526
Industrial
779
199
978
Residential
863
23
886
Other collection
729
52
781
Total collection
3,701
470
4,171
Landfill
873
389
1,262
Transfer
348
270
618
Total Collection and Disposal
4,922
1,129
6,051
Recycling Processing and Sales
405
70
475
WM Renewable Energy
69
1
70
Corporate and Other
6
8
14
Total
$
5,402
$
1,208
$
6,610
20
Net
Intercompany
Gross
Operating
Operating
Operating
Revenues
Revenues (a)(b)
Revenues
Six Months Ended June 30:
2025
Commercial
$
2,778
$
434
$
3,212
Industrial
1,531
422
1,953
Residential
1,744
44
1,788
Other collection
1,549
140
1,689
Total collection
7,602
1,040
8,642
Landfill
1,876
763
2,639
Transfer
725
548
1,273
Total Collection and Disposal
10,203
2,351
12,554
Recycling Processing and Sales
765
182
947
WM Renewable Energy
206
1
207
WM Healthcare Solutions
1,265
9
1,274
Corporate and Other
9
16
25
Total
$
12,448
$
2,559
$
15,007
2024
Commercial
$
2,646
$
381
$
3,027
Industrial
1,526
386
1,912
Residential
1,717
45
1,762
Other collection
1,427
105
1,532
Total collection
7,316
917
8,233
Landfill
1,665
749
2,414
Transfer
657
521
1,178
Total Collection and Disposal
9,638
2,187
11,825
Recycling Processing and Sales
773
138
911
WM Renewable Energy
138
2
140
Corporate and Other
12
13
25
Total
$
10,561
$
2,340
$
12,901
(a) Intercompany operating revenues reflect each segment’s total intercompany sales, including intercompany sales within a segment and between segments. Transactions within and between segments are generally made on a basis intended to reflect the market value of the service.
(b) Beginning with the 2024 Form 10-K, the Company adjusted gross and intercompany operating revenues to reflect the 15 % royalty paid by WM Renewable Energy to our Collection and Disposal and Corporate and Other businesses for the purchase of landfill gas. There was no change to net operating revenues. Prior periods have been recast to conform to current presentation.
Our financial and operating results may fluctuate for many reasons, including period-to-period changes in the relative contribution of revenue by each line of business, changes in commodity prices and general economic conditions. Our operating revenues and volumes typically experience seasonal increases in the summer months that are reflected in second and third quarter revenues and results of operations.
Service or operational disruptions caused by severe storms, extended periods of inclement weather or climate events can significantly affect the operating results of the geographic areas affected. Extreme weather events may also lead to supply chain disruption and delayed project development, or disruption of our customers’ businesses, reducing the amount of waste generated by their operations.
Conversely, certain destructive weather and climate conditions, such as wildfires in the Western U.S. and hurricanes that most often impact our operations in the Southern and Eastern U.S. during the second half of the year, can increase our
21
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.
8. Acquisitions and Divestitures
Acquisitions
Stericycle Acquisition
On June 3, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire all outstanding shares of Stericycle for $ 62.00 per share in cash, representing a total enterprise value of approximately $ 7.2 billion (net of cash acquired) when including the assumption of $ 0.5 billion of debt and the repayment of approximately $ 0.8 billion of net debt. The acquisition expands our offerings in the U.S., Canada and parts of Western Europe by providing regulated waste and compliance services and secure information destruction services that protect people and brands, promote health and well-being and safeguard the environment. The transaction closed on November 4, 2024 and was funded using borrowings under a term credit agreement, commercial paper program and available cash on hand. 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 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.
Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the acquisition date. The areas of acquisition accounting that are not yet finalized primarily relate to (i) finalizing the review and valuation of trade names, permits, customer relationships and certain property plant and equipment and other intangibles (including the models, key assumptions, estimates and inputs used) and assignment of remaining useful lives associated with the depreciable and amortizable assets and (ii) finalizing the review and valuation of accounts receivable, accrued expenses, contingent liabilities, deferred taxes and goodwill (including key assumptions, inputs and estimates).
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. 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.
22
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
Adjustments
June 30, 2025
Cash and cash equivalents
$
198
$
—
$
198
Accounts and other receivables
506
( 34 )
472
Parts and supplies
19
—
19
Other current assets
64
( 2 )
62
Assets held for sale (a)
125
( 4 )
121
Property and equipment
782
( 20 )
762
Goodwill
3,633
118
3,751
Other intangible assets
3,536
( 71 )
3,465
Other assets
619
( 8 )
611
Accounts payable
( 186 )
1
( 185 )
Accrued liabilities
( 336 )
( 21 )
( 357 )
Deferred revenues
( 77 )
—
( 77 )
Current portion of long-term debt
( 5 )
—
( 5 )
Liabilities held for sale (a)
( 35 )
—
( 35 )
Long-term debt, less current portion
( 510 )
—
( 510 )
Deferred income taxes
( 884 )
37
( 847 )
Other liabilities
( 542 )
—
( 542 )
Total purchase price
$
6,907
$
( 4 )
$
6,903
(a) Represents Stericycle’s Spain and Portugal subsidiaries. See “Divestitures” below for additional information.
The preliminary allocation of $ 3,465 million for other intangible assets includes $ 2,279 million for customer relationships with a weighted average amortization period of 15 years , $ 610 million for indefinite lived trade names, $ 319 million for indefinite lived permits, $ 114 million for finite lived trade names with a weighted average amortization period of 2.9 years, $ 138 million for ERP software with a weighted average amortization period of 4.7 years and $ 5 million for developed technology with an amortization period of 17 years .
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.
Divestitures
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.
23
9. (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.
10. Accumulated Other Comprehensive Income (Loss)
The changes in the balances of each component of accumulated other comprehensive income (loss), net of tax, which is included as a component of Waste Management, Inc. stockholders’ equity, are as follows (in millions, with amounts in parentheses representing decreases to accumulated other comprehensive income):
Foreign
Post-
Available-
Currency
Retirement
Derivative
for-Sale
Translation
Benefit
Instruments
Securities
Adjustments
Obligations
Total
Balance, December 31, 2024
$
44
$
15
$
( 179 )
$
5
$
( 115 )
Other comprehensive income (loss) before reclassifications, net of tax expense (benefit) of $( 1 ), $ 3 , $ 0 and $ 0 , respectively
3
8
117
—
128
Amounts reclassified from accumulated other comprehensive (income) loss, net of tax (expense) benefit of $( 1 ), $ 0 , $ 0 and $ 0 , respectively
( 4 )
—
—
—
( 4 )
Net current period other comprehensive income (loss)
( 1 )
8
117
—
124
Balance, June 30, 2025
$
43
$
23
$
( 62 )
$
5
$
9
11. Common Stock Repurchase Program
The Company repurchases shares of its common stock as part of capital allocation programs authorized by our Board of Directors.
There were no common stock repurchases during the six months ended June 30, 2025. As a result of the Stericycle acquisition, the Company has temporarily suspended share repurchases. We expect to resume share repurchase once the Company’s leverage returns to targeted levels.
12. Fair Value Measurements
Assets and Liabilities Accounted for at Fair Value
Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):
June 30,
December 31,
2025
2024
Quoted prices in active markets (Level 1):
Cash equivalents and money market funds
$
269
$
56
Equity securities
79
70
Significant other observable inputs (Level 2):
Available-for-sale securities (a)
551
445
Total assets measured at fair value
$
899
$
571
(a) Our available-for-sale securities primarily relate to debt securities with maturities over the next ten years .
24
Fair Value of Debt
As of June 30, 2025 and December 31, 2024, the carrying value of our debt was $ 24.0 billion and $ 23.9 billion, respectively. The estimated fair value of our debt was approximately $ 23.4 billion and $ 22.9 billion as of June 30, 2025 and December 31, 2024, respectively.
Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, our estimates are not necessarily indicative of the amounts that we, or holders of the instruments, could realize in a current market exchange. The use of different assumptions or estimation methodologies could have a material effect on the estimated fair values. The fair value estimates are based on Level 2 inputs of the fair value hierarchy available as of June 30, 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.
13. Variable Interest Entities
The following is a description of our financial interests in unconsolidated and consolidated variable interest entities that we consider significant:
Low-Income Housing Properties
We do not consolidate our investments in entities established to manage low-income housing properties because we are not the primary beneficiary of these entities as we do not have the power to individually direct the activities of these entities. Our aggregate investment balance in these entities was $ 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.
Trust Funds for Final Capping, Closure, Post-Closure or Environmental Remediation Obligations
Unconsolidated Variable Interest Entities — Trust funds that are established for both the benefit of the Company and the host community in which we operate are not consolidated because we are not the primary beneficiary of these entities as (i) we do not have the power to direct the significant activities of the trusts or (ii) power over the trusts’ significant activities is shared. Our interests in these trusts are accounted for as investments in unconsolidated entities and receivables. These amounts are recorded in other receivables, investments in unconsolidated entities and other long-term assets in our Condensed Consolidated Balance Sheets, as appropriate. We also reflect our share of the unrealized gains and losses on available-for-sale securities held by these trusts as a component of our accumulated other comprehensive income (loss). Our investments and receivables related to these trusts had an aggregate carrying value of $ 117 million and $ 111 million as of June 30, 2025 and December 31, 2024, respectively.
Consolidated Variable Interest Entities — Trust funds for which we are the sole beneficiary are consolidated because we are the primary beneficiary. These trust funds are recorded in restricted funds in our Condensed Consolidated Balance Sheets. Unrealized gains and losses on available-for-sale securities held by these trusts are recorded as a component of accumulated other comprehensive income (loss). These trusts had a fair value of $ 135 million and $ 128 million as of June 30, 2025 and December 31, 2024, respectively.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.