Waste Management (WM) 10-K risk factor changes: FY2020 vs FY2019

Outlined below are some of the risks that we believe could affect our business and financial statements for [removed: 2020] [added: 2021] and beyond and could cause actual results to be materially different from those that may be set forth in forward-looking statements made by the Company.

We may not realize the strategic benefits and cost synergies that are anticipated from [removed: the planned] [added: our] acquisition of Advanced [removed: Disposal.][added: Disposal Services, Inc. (“Advanced Disposal”), and we may encounter difficulties integrating Advanced Disposal’s operations and systems that could impact the effectiveness of our internal controls over financial reporting.]

The benefits that are expected to result from [removed: the planned] [added: our] acquisition of Advanced Disposal will depend, in part, on our ability to [added: successfully integrate Advanced Disposal’s operations and systems and] realize anticipated cost synergies.

Additionally, we may incur substantial expenses in connection with the [added: ongoing] integration of Advanced Disposal, which may exceed expectations and offset certain benefits.

[removed: Compliance] [added: Our operations must comply] with [added: extensive] existing [removed: or increased future] [added: regulations, and changes in] regulations and/or enforcement of [removed: such] regulations can restrict or [removed: change] [added: alter] our operations, increase our operating [removed: costs] [added: costs, increase our tax rate,] or require us to make additional capital [removed: expenditures, and a decrease in regulation may lower barriers to entry for our competitors.][added: expenditures.]

Stringent government regulations at the federal, state, provincial and local level in the U.S. and Canada have a substantial impact on our [removed: business,] [added: operations,] and compliance with such regulations is costly.

There is no federal law establishing EPR in the U.S. or Canada; however, [added: federal,] state, provincial and local governments could, and in some cases have, taken steps to implement EPR [removed: regulations.][added: regulations for packaging, including traditional recyclables such as cardboard, bottles and cans.]

The policies set forth under the [removed: current] [added: previous] U.S. administration, for example, [removed: have] included substantial changes to foreign trade policy and generally [removed: have been] [added: were] in favor of reducing [removed: regulation, including environmental regulation.][added: regulation and corporate taxation.]

[removed: We cannot predict what impact] [added: While it is anticipated that] the [removed: current] [added: new] administration will [removed: have] [added: reverse course] on [removed: future regulations] [added: various regulatory policies] impacting our [removed: industry, especially given] [added: Company, we cannot predict what impact] the [removed: number of rules currently] [added: change] in [removed: litigation,] [added: administrations will have on specific regulations,] nor can we predict the timing of any such changes.

It is likely that some policies adopted by the [removed: current] [added: new] administration will benefit us and others will negatively affect us.

In [removed: recent years,] [added: 2017,] the Chinese government announced bans on certain [added: scrap] materials and begun to enforce extremely restrictive quality and other [removed: requirements that have] [added: requirements, which] significantly reduced China’s import of recyclables.

Many other markets, both domestic and foreign, have [added: also] tightened their quality expectations and limited or restricted the import of certain [removed: recyclables as well.][added: recyclables.]

Such trade restrictions [removed: and tariffs] have disrupted the global trade of recyclables, particularly fiber, creating excess supply and decreasing recyclable commodity prices.

In particular, single-stream MRFs process a wide range of commingled materials and tend to receive a higher percentage of non-recyclables, which results in increased [removed: processing and residual disposal costs to achieve quality standards.]

As recyclable commodity prices have fallen and operating costs have increased, we and other recyclers are [removed: seeking to pass] [added: passing] cost increases through to customers.

Reductions in market prices for recycling commodities, and reduction in demand for recycling commodities and recycling services, [removed: have] negatively impacted our operating income and cash flows in [removed: 2018 and] 2019.

The decline in market prices in 2019 [removed: and 2018] for recycling commodities resulted in a decrease in revenue of $248 [removed: million and $273 million, respectively.][added: million.]

Additionally, future regulation, [removed: tariffs] [added: tariffs, international trade policies] or initiatives may result in further reduced demand or increased operating costs, which would cause the profitability of our recycling operations to decline.

Additionally, we provide specialized disposal services for oil and gas exploration and production operations through our EES [removed: organization.][added: business.]

Changes in regulations applicable to oil and gas exploration, production and disposal could adversely affect our EES [removed: organization.][added: business.]

Our EES [removed: organization] [added: business] provides specialized environmental management and disposal services for fluids used and wastes generated by customers engaged in oil and gas exploration and production, and these disposal services include the use of underground injection wells.

Changes to [removed: the regulatory framework related to] [added: federal and state] renewable fuel [removed: standards] [added: policies] could affect our financial performance in that sector as a renewable fuel producer.

[removed: Oil] [added: At the federal level, oil] refiners and importers are required through the RFS program to blend specified volumes of renewable transportation fuels with gasoline or buy credits, referred to as RINs, from renewable fuel producers.

[removed: The] [added: Each year, the] EPA [removed: finalized] [added: is required to finalize] a rule [removed: in December 2019 increasing] [added: establishing] refiners’ obligations to purchase renewable natural gas and other cellulosic biofuels under the RFS [removed: program for compliance year 2020.][added: program.]

We [added: will] continue to advocate for the [removed: EPA] [added: new administration] to implement policies that ensure long-term stability for renewable transportation [removed: fuels] [added: fuels,] as changes in the RFS market or the structure of the RFS program can and has reduced the value of renewable natural gas RINs and negatively impacted the financial performance of the facilities constructed to capture and treat the gas.

Zero-waste goals (sending no waste to the landfill) have been set by many of [removed: North America’s] [added: the U.S. and Canada’s] largest companies.

With a heightened awareness of the global problems caused by plastic waste in the environment, an increasing number of cities [added: and states] across the country have passed ordinances banning certain types of plastics from sale or use.

[removed: Others] [added: The most common materials banned] include [removed: bans on the sale or use of] plastic straws, polystyrene plastic and single use packaging.

However, there are currently no viable end markets for recycling these [removed: materials] [added: materials,] and inclusion of such materials in our recycling stream increases contamination and operating costs and can negatively affect the results of our recycling operations.

[removed: Research and] [added: Research,] development [removed: of new technologies] and [removed: investment in emerging technologies] [added: implementation of enhanced technology] often requires significant spending that may divert capital investment away from our traditional business operations.

We may experience difficulties or delays in the research, development, production and/or marketing of new products and services or [removed: emerging] [added: implementation of] technologies in which we have invested, which may negatively impact our operating results and prevent us from recouping or realizing a return on [removed: the investments required to bring new products and services to market.][added: these investments.]

Further, protecting our intellectual property rights and combating unlicensed copying and use of intellectual property is difficult, and [removed: any] inability to obtain or protect new technologies could impact our services to customers and development of new revenue sources.

Under current law, we could also be held liable for damage caused by conditions that existed before we acquired the assets or operations involved and for conditions resulting from waste types or compounds previously considered non-hazardous but later determined to present possible threat to public health or the [added: environment.]

General economic conditions can directly and adversely affect [removed: our] revenues [added: for environmental services] and our income from operations margins.

[removed: A weak economy generally results in] decreased consumer spending and decreases in volumes of waste generated, which negatively impacts the ability to grow through new business or service upgrades, and may result in customer turnover and reduction in customers’ waste service needs.

Weakness in the economy may expose us to credit risk of governmental entities and municipalities and other major customers, which could negatively impact our [removed: operating] [added: financial] results.

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $669 million] [added: $1.2 billion] of tax-exempt bonds with term interest rate periods that expire within the next 12 months and [removed: $355] [added: $54] million of variable-rate tax-exempt bonds with interest rates reset on either a daily or a weekly basis.

Responding to [removed: these] [added: permit] challenges has, at times, increased our costs and extended the time associated with establishing new facilities and expanding existing facilities.

[removed: Additionally, if fuel prices] increase, our direct operating expenses increase and many of our vendors raise their prices to offset their own rising costs.

However, natural gas fueling infrastructure is not yet broadly available in [removed: North America;] [added: the U.S. and Canada;] as a result, we have constructed and operate natural gas fueling stations, some of which also serve the public or pre-approved third parties.

In addition to the following risks, there may be additional risks and uncertainties that adversely affect our business, performance, or financial condition in the future that are not presently known or are not currently believed to be material.

Strategy and Operational Risks

As described further in Item 9A.

_Controls and Procedures_, in accordance with SEC staff guidance, we have excluded Advanced Disposal from the assessment of the effectiveness of our internal control over financial reporting as of December 31, 2020 contained in this Annual Report on Form 10-K; however, this exclusion may not extend beyond one year from the October 30, 2020 closing date.

We are in the process of integrating Advanced Disposal’s operations and systems to ensure the effectiveness of the internal control over financial reporting for this acquired business.

Establishing, testing and maintaining an effective system of internal control over financial reporting requires significant resources and time commitments on the part of our management and our finance staff, and the time and expenditures needed may exceed our expectations.

If we encounter difficulties integrating Advanced Disposal operations and systems into our system of internal control over financial reporting, and if we are unable to correct any issues encountered in a timely manner, our ability to record, process, summarize, and report financial data may be adversely affected, which may impact the accuracy,

quality and completeness of our financial statements.

Such failure could materially and adversely impact our business and subject us to potential investigations, liability, and penalties.

Additionally, if we are unable to conclude that our internal control over financial reporting is effective in any future period (or if our auditors are unable to express an opinion on the effectiveness of our internal controls or conclude that our internal controls are ineffective), we could lose investor confidence and suffer an adverse effect on our stock price.

States and municipalities are also increasingly adopting requirements for environmental justice reviews as part of certain permitting decisions.

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

If we are unable to attract, hire or retain key team members and a high-quality workforce, or if our succession planning does not develop an adequate pipeline of future leaders, it could disrupt our business, jeopardize our strategic priorities and result in increased costs, negatively impacting our results of operations.

Our operations require us to attract, hire, develop and retain a high-quality workforce to provide a superior customer experience.

This includes key individuals in leadership and specialty roles, as well as a very large number of drivers,

technicians and other front-line and back-office team members necessary to provide our environmental services.

We experience significant competition to hire and retain individuals for certain front-line positions, such as commercial truck drivers, from within and outside our industry.

Additionally, the market for employees that serve on our digital team is highly competitive.

As we have accelerated our investments in our digital platform, it is increasingly important that we are able to attract and retain employees with the skills and expertise necessary to implement and manage our technology-led strategy.

We also compete to attract skilled business leaders, and our own key team members are sought after by our competitors and other companies.

We make significant investments, and engage in extensive internal succession planning, to provide us with a robust pipeline of future leaders.

If we are not able to attract, hire, develop and retain a high-quality workforce with the necessary skills and expertise, as well as key leaders, or if we experience significant employee turnover, it can result in business and strategic disruption, increased costs, and loss of institutional knowledge, which could negatively impact our results of operations.

This is resulting in a reduction in tax incentives and grants for natural gas trucks.

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

agreements with these unions.

Additionally, a large portion of our workforce are hourly personnel, and many of these individuals, particularly in our recycling business, are paid at rates related to federal and state minimum wages.

Increases in minimum wage rates, or the enactment of new wage-related legislation, may significantly increase our labor costs.

External Economic and Industry Risks

The COVID-19 global pandemic has caused a significant disruption in social and commercial activity throughout North America, and the continuation of the COVID-19 pandemic, or other similar pandemic conditions, may have a material adverse impact on our business, financial condition, results of operations and cash flows.

During 2020 and continuing into 2021, federal, state and local governments throughout North America have imposed varying degrees of restriction on social and commercial activity to promote social distancing in an effort to slow the spread of COVID-19.

The pandemic and related measures have had a significant adverse impact on many sectors of the economy, including environmental services.

The resulting business closures, increases in unemployment and loss of consumer financial stability and confidence has resulted in volume declines and reductions in customers’ waste service needs, which has negatively impacted our results of operations and cash flows.

We have incurred costs related to health, safety and financial security of our workforce during the COVID-19 pandemic.

This included transitioning back-office employees to work-from-home and providing financial certainty to employees by guaranteeing all full-time hourly employees compensation for a 40-hour work week regardless of service decreases and reduced work schedules that resulted from the COVID-19 pandemic.

It could be necessary for us to incur additional such costs in the future related to pandemic conditions.

If a large portion of our employee base were to become ill, it could impact our ability to provide timely and reliable service.

Additionally, the transition of most of our back-office employees to work-from-home increases various operational risks, including potential exposure to cyber incidents, loss of data, fraud, internal control challenges and other disruptions as a consequence of more employees accessing Company systems and information remotely in the course of their ordinary work.

A broad-based economic slowdown resulting from prolonged negative effects of COVID-19 could have significant adverse consequences for the financial condition of our customers or suppliers.

As a result, customers may seek to reduce service levels or terminate our contracts, or they may be unable to timely pay outstanding receivables owed to us, each of which would adversely affect our results of operations and cash flows.

Additionally, such factors have made it more challenging to implement our pricing strategy and are likely to negatively impact our ability to negotiate, renew or expand service contracts with acceptable margins.

| --- | --- | --- |

Our planned acquisition of Advanced Disposal Services, Inc. (“Advanced Disposal”) may not occur at all, may not occur in the expected time frame or may involve the divestiture of certain businesses and assets, which may negatively affect the trading price of our common stock and our future business and financial results.

On April 14, 2019, we entered into an Agreement and Plan of Merger pursuant to which, among other things and subject to the satisfaction or waiver of specified conditions, we agreed to acquire Advanced Disposal.

If the acquisition is completed, Advanced Disposal will become an indirect wholly-owned subsidiary of WM.

The consummation of the acquisition is not assured and is subject to certain conditions, including the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder and the absence of any law or order restraining, enjoining or otherwise prohibiting the acquisition, as well as other customary closing conditions.

The planned acquisition of Advanced Disposal is subject to a number of risks and uncertainties, including general economic and capital markets conditions; the effects that the pending merger may have on us, Advanced Disposal and our respective businesses; inability to obtain required regulatory or government approvals or to obtain such approvals on satisfactory conditions; inability of Advanced Disposal to satisfy other closing conditions; the occurrence of any event, change or other circumstance that could give rise to the termination of the Agreement and Plan of Merger, several of which could require us to pay a termination fee of $150 million to Advanced Disposal; legal proceedings that may be instituted related to the proposed acquisition and the legal expenses and diversion of management’s attention that may be associated therewith; and unexpected costs, charges or expenses.

If the planned acquisition of Advanced Disposal is not completed, if there are significant delays in completing the planned acquisition or if the planned acquisition involves an unexpected amount of required divestitures, it could negatively affect the trading price of our common stock and our future business and financial results.

Additionally, in May 2019, we issued senior notes with an aggregate principal amount of $3 billion that include a special mandatory redemption feature.

This feature provides that if the acquisition of Advanced Disposal is not completed on or prior to July 14, 2020, or if, prior to such date, the Agreement and Plan of Merger is terminated for any reason, we will be required to redeem all of such outstanding notes equal to 101% of the aggregate principal amounts of such notes, plus accrued but unpaid interest.

Our ability to pay the redemption price may be limited by our financial resources at the time and the terms of our debt instruments and other instruments and agreements.

We may also be required to incur additional indebtedness and reduce availability under our $3.5 billion revolving credit facility to fund the redemption price.

Any failure to pay the special mandatory redemption price of such notes when due would constitute an event of default with respect to the notes of such series and could have a material adverse effect on our business, results of operations and financial condition and the market prices of our securities.

Further, if we redeem such series of notes pursuant to the special mandatory redemption feature, our investors may be dissatisfied that they did not obtain the return that they expected on their investment in those notes.

Our success in realizing these benefits and cost synergies, and the timing of this realization, depends on the successful integration of Advanced Disposal.

In order to develop, expand or operate a landfill or other waste management facility, we must have various facility permits and other governmental approvals, including those relating to zoning, environmental protection and land use.

The permits and approvals are often difficult, time consuming and costly to obtain and sometimes contain conditions that limit our operations.

Reduction of regulation may have a favorable impact on our operating costs, but the extensive environmental regulation governing landfills is a substantial barrier to entry that benefits our Company.

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

A significant portion of the fiber that we market has historically been shipped to export markets across the globe, particularly China.

The Chinese government has also limited the flow of material into China by restricting the issuance of required import licenses and the restriction on import licenses is expected to constrict further in 2020.

In addition, changes to foreign trade policy and tariffs imposed by the current U.S. administration have resulted in China imposing new tariffs on the import of recyclables.

We anticipate China will ban the import of recyclables completely in 2021.

The Company acts as a renewable fuel producer in the RFS program enacted by Congress under the Energy Policy Act and Energy Independence and Security Act.

Unlike in prior years, however, market uncertainty stemming from the EPA’s administration of the RFS program led to a rapid decline in RIN values.

Over 800 pieces of

legislation, approximately 50% of which are bans on plastic bags, have been introduced in the U.S. regulating plastics; 660 passed, including 585 city ordinances.

environment.

These include proceedings in which:

| | ● | agencies of federal, state, local or foreign governments seek to impose liability on us under applicable statutes, sometimes involving civil or criminal penalties for violations, or to revoke or deny renewal of a permit we need; and |

| | ● | local communities, citizen groups, landowners or governmental agencies oppose the issuance of a permit or approval we need, allege violations of the permits under which we operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage. |

the benefits we anticipate from our investment in natural gas vehicles.

violation of privacy laws, loss of customers, potential regulatory enforcement or private litigation liability and competitive disadvantage.

Additionally,

We may experience adverse impacts on our reported results of operations as a result of adopting new accounting standards or interpretations.

Our implementation of and compliance with changes in accounting rules, including new accounting rules and interpretations, could adversely affect our reported financial position or operating results or cause unanticipated fluctuations in our reported operating results in future periods.

This section includes a discussion of our results of operations for the three years ended December 31, [removed: 2019.][added: 2020.]

We are North America’s leading provider of comprehensive waste management environmental [removed: services.][added: services, providing services throughout the United States (“U.S.”) and Canada.]

We own or operate the largest network of landfills in [removed: North America.][added: the U.S. and Canada.]

Additionally, we are a leading recycler in [removed: North America,] [added: the U.S. and Canada,] handling materials that include paper, cardboard, glass, plastic and metal.

Through our subsidiaries, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the U.S. [added: Consistent with our Company’s long-standing commitment to corporate sustainability and environmental stewardship, we have published our 2020 Sustainability Report, which details our commitment to help make the communities in which we live and work safe, resilient and sustainable.]

Revenues from our collection operations are influenced by factors such as collection frequency, type of [added: collection equipment furnished, type and volume or weight of the waste collected, distance to the disposal facility or material recovery facility and our disposal costs.]

Our industry is directly affected by changes in general economic factors, including increases and decreases in consumer spending, business expansions and construction [removed: starts.][added: activity.]

[removed: Negative] [added: Such negative] economic conditions, in addition to competitor actions, can [removed: make] [added: and have made] it more challenging to [added: implement our pricing strategy and] negotiate, renew or expand service contracts with acceptable [removed: margins and in addition, customers may reduce their service needs.][added: margins.]

[removed: Volume] [added: We experienced significant volume] growth [removed: is also the] [added: with existing customers, particularly in our commercial collection business as a] result of proactive efforts taken to work with our customers as their needs [removed: expand] [added: expanded] to identify service upgrade opportunities.

We also allocated [removed: $1,124] [added: $1,329] million [added: of available cash] to our shareholders during [removed: 2019] [added: 2020] through dividends and common stock repurchases.

Key [removed: items] [added: elements] of our [removed: 2019] [added: 2020] financial results include:

| | ● | Revenues of [removed: $15,455] [added: $15,218] million for [removed: 2019] [added: 2020] compared with [removed: $14,914] [added: $15,455] million in [removed: 2018, an increase] [added: 2019, a decrease] of [removed: $541] [added: $237] million, or [removed: 3.6%.] [added: 1.5%.] The [removed: increase] [added: decline] is primarily attributable to [added: lower volumes in our collection and disposal businesses resulting from a reduction in customers’ waste service needs due to the COVID-19 pandemic, partially offset by] (i) higher yield [removed: and volumes] in our collection and disposal [added: businesses; (ii) higher yield in our recycling] business [added: driven by higher commodity prices] and [removed: (ii)] [added: (iii)] acquisitions, net of divestitures, [removed: partially offset by lower market prices for recycling commodities;] [added: primarily due to the acquisition of Advanced Disposal;] |

| | ● | Net income attributable to Waste Management, Inc. was [removed: $1,670] [added: $1,496] million, or [removed: $3.91] [added: $3.52] per diluted share, compared with [removed: $1,925] [added: $1,670] million, or [removed: $4.45] [added: $3.91] per diluted share, in the prior year period. In addition to the [removed: decrease in] [added: activity discussed above, net] income [removed: from operations,] [added: in] the current [removed: year] [added: period] was [added: also] impacted by [removed: (i) increased depreciation and amortization] [added: an increase in net interest] expense [removed: related] [added: due] to [removed: new collection fleet and increased landfill volume; (ii) an $85 million loss on] [added: debt incurred to acquire Advanced Disposal. Additionally, net income in the current period was favorably impacted by (i) a decrease in the cost of] early extinguishment of debt; [removed: (iii)] [added: (ii) the unfavorable impact in 2019 of] a $52 million impairment charge related to our minority-owned investment in a waste conversion technology business that was not deductible for tax purposes and [removed: (iv) a $27 million impairment of goodwill. Additionally, the prior year period was favorably impacted by net gains associated with the sale of operations discussed above;] [added: (iii) lower income tax expense primarily attributable to lower income before income taxes;] |

| [removed: | ● |] Net cash provided by operating activities [removed: was $3,874 million compared with $3,570 million in the prior year period; and] | [added: ​ | $ | 3,403 | ​ | $ | 3,874 | ​ | $ | 3,570 |]

| | ● | Free cash flow was [removed: $2,105] [added: $2,656] million compared with [removed: $2,084] [added: $2,105] million in the prior year period. The increase in [added: free] cash flow [removed: provided by operating activities noted above was offset by] [added: is primarily due to (i) higher proceeds from the sale of net assets to GFL Environmental and (ii)] an [removed: increase] [added: intentional reduction] in capital expenditures [removed: resulting from our intentional focus on accelerating certain collection fleet and landfill spending] [added: during the current year period] to [removed: support] [added: align with] the [removed: Company’s strong collection and disposal growth and] lower [removed: proceeds from divestitures, which resulted] [added: volumes] in [removed: free cash flow being $21 million higher on] [added: our business. These positive impacts were partially offset by] a [removed: year-over-year basis.] [added: decrease in net cash provided by operating activities noted above.] Free cash flow is a non-GAAP measure of liquidity. Refer to _Free Cash Flow_ within _Liquidity and Capital Resources_ for our definition of free cash flow, additional information about our use of this measure, and a reconciliation to net cash provided by operating activities, which is the most comparable GAAP measure. |

We also provide additional services that are not managed through our Solid Waste business, including both our WMSBS and EES [removed: organizations,] [added: businesses,] recycling brokerage services, landfill gas-to-energy services and certain other expanded service offerings and solutions.

The mix of operating revenues from our major lines of business is reflected in the table below for the [removed: years] [added: year] ended December 31 (in millions):

| ​ | | | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | |

| Commercial | ​ | ​ | $ | [removed: 4,229] [added: 4,102] | ​ | $ | [removed: 3,972] [added: 4,229] | ​ | $ | [removed: 3,714] [added: 3,972] |

| Residential | ​ | ​ | | [removed: 2,613] [added: 2,716] | ​ | | [removed: 2,529] [added: 2,613] | ​ | | [removed: 2,528] [added: 2,529] |

| Industrial | ​ | ​ | | [removed: 2,916] [added: 2,770] | ​ | | [removed: 2,773] [added: 2,916] | ​ | | [removed: 2,583] [added: 2,773] |

| Other collection | ​ | ​ | | [removed: 482] [added: 465] | ​ | | [removed: 450] [added: 482] | ​ | | [removed: 439] [added: 450] |

| Total collection | ​ | ​ | | [removed: 10,240] [added: 10,053] | ​ | | [removed: 9,724] [added: 10,240] | ​ | | [removed: 9,264] [added: 9,724] |

| Landfill | ​ | ​ | | [removed: 3,846] [added: 3,667] | ​ | | [removed: 3,560] [added: 3,846] | ​ | | [removed: 3,370] [added: 3,560] |

| Transfer | ​ | ​ | | [removed: 1,820] [added: 1,855] | ​ | | [removed: 1,711] [added: 1,820] | ​ | | [removed: 1,591] [added: 1,711] |

| Recycling | ​ | ​ | | [removed: 1,040] [added: 1,127] | ​ | | [removed: 1,293] [added: 1,040] | ​ | | [removed: 1,432] [added: 1,293] |

| Other (a) | ​ | ​ | | [removed: 1,758] [added: 1,776] | ​ | | [removed: 1,736] [added: 1,758] | ​ | | [removed: 1,713] [added: 1,736] |

| Intercompany (b) | ​ | ​ | | [removed: (3,249)] [added: (3,260)] | ​ | | [removed: (3,110)] [added: (3,249)] | ​ | | [removed: (2,885)] [added: (3,110)] |

| Total | ​ | ​ | $ | [removed: 15,455] [added: 15,218] | ​ | $ | [removed: 14,914] [added: 15,455] | ​ | $ | [removed: 14,485] [added: 14,914] |

| (a) | The “Other” line of business includes (i) our WMSBS [removed: organization;] [added: business;] (ii) our landfill gas-to-energy operations; (iii) certain services within our EES [removed: organization,] [added: business,] including our construction and remediation services and our services associated with the disposal of fly ash and (iv) certain other expanded service offerings and solutions. In addition, our “Other” line of business reflects the results of non-operating entities that provide financial assurance and self-insurance [removed: support,] [added: support for our Solid Waste business,] net of intercompany activity. [removed: Activity related to] [added: We have reclassified] collection, landfill, transfer and recycling [removed: has been reclassified] [added: activity within our “Other” line of business] to the appropriate line of business for purposes of [removed: presentation.] [added: presentation in this table.] |

The following table provides details associated with the period-to-period change in revenues and average yield for the [removed: years] [added: year] ended December 31 (dollars in millions):

| ​ | ​ | [removed: 2019] [added: 2020] vs. [removed: 2018] [added: 2019] | | | | | | | | | | | ​ | ​ | [removed: 2018] [added: 2019] vs. [removed: 2017] [added: 2018] | | | | | | | | | |

| Collection and disposal | ​ | $ | [removed: 364] [added: 299] | ​ | [removed: 2.8] [added: 2.2] | % | ​ | ​ | ​ | ​ | ​ | ​ | ​ | $ | [removed: 291] [added: 364] | ​ | [removed: 2.3] [added: 2.8] | % | ​ | ​ | ​ | ​ | ​ | ​ |

| Recycling commodities (c) | ​ | | [removed: (248)] [added: 75] | ​ | [removed: (20.0)] [added: 7.6] | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | | [removed: (273)] [added: (248)] | ​ | [removed: (19.1)] [added: (20.0)] | ​ | ​ | | ​ | ​ | ​ | ​ |

| Fuel surcharges and mandated fees | ​ | | [removed: (22)] [added: (151)] | ​ | [removed: (3.5)] [added: (24.7)] | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | | [removed: 111] [added: (22)] | ​ | [removed: 21.3] [added: (3.5)] | ​ | ​ | | ​ | ​ | ​ | ​ |

| Total average yield (d) | ​ | | ​ | ​ | ​ | ​ | ​ | $ | [removed: 94] [added: 223] | ​ | [removed: 0.6] [added: 1.5] | % | ​ | | ​ | ​ | ​ | ​ | ​ | $ | [removed: 129] [added: 94] | ​ | [removed: 0.9] [added: 0.6] | % |

| Volume | ​ | | ​ | ​ | ​ | ​ | ​ | | [removed: 346] [added: (692)] | ​ | [removed: 2.3] [added: (4.5)] | ​ | ​ | | ​ | ​ | ​ | ​ | ​ | | [removed: 478] [added: 346] | ​ | [removed: 3.3] [added: 2.3] | ​ |

| Internal revenue growth | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 440] [added: (469)] | ​ | [removed: 2.9] [added: (3.0)] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 607] [added: 440] | ​ | [removed: 4.2] [added: 2.9] | ​ |

| Acquisitions | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 222] [added: 248] | ​ | [removed: 1.5] [added: 1.7] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: 199] [added: 222] | ​ | [removed: 1.4] [added: 1.5] | ​ |

| Divestitures | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: (104)] [added: (8)] | ​ | [removed: (0.7)] [added: (0.1)] | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | [removed: (133)] [added: (104)] | ​ | [removed: (0.9)] [added: (0.7)] | ​ |

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

For further discussion see section “Federal, State and Local Climate Change Initiatives; Sustainability” in Item 1.

Acquisition of Advanced Disposal Services, Inc. (“Advanced Disposal”)

On October 30, 2020, we completed our acquisition of all outstanding shares of Advanced Disposal for $30.30 per share in cash, pursuant to an Agreement and Plan of Merger dated April 14, 2019, as amended on June 24, 2020.

Total enterprise value of the acquisition was $4.6 billion when including approximately $1.8 billion of Advanced Disposal’s net debt.

This acquisition grows our footprint and allows us to provide differentiated, sustainable waste management and recycling services to approximately three million new commercial, industrial and residential customers primarily located in the Eastern half of the U.S. The acquisition was funded using our $3.0 billion, 364-day, U.S. revolving credit facility (“364-day revolving credit facility”) and our commercial paper program, as discussed further in Note 7 to the Consolidated Financial Statements.

As a result of the acquisition we recorded $4.1 billion of net assets including $2.5 billion of goodwill.

Immediately following the closing of the Advanced Disposal acquisition, the transactions contemplated by the U.S. Department of Justice in connection with our acquisition of Advanced Disposal (as subsequently amended, the “Divestiture Agreement”) were consummated.

The required divestitures included a combination of assets and businesses belonging to us and Advanced Disposal.

The Company subsequently received cash proceeds from the sale of $856 million, subject to certain post-closing adjustments.

We recognized a net gain of $33 million on our net assets divested in this transaction, primarily within our Tier 2 segment.

The impact on our results of operations from the divestitures was not material for the year ended December 31, 2020.

For the year ended December 31, 2020, we incurred $156 million of acquisition and integration related costs, which are primarily classified as “Selling, general and administrative expenses”.

The post-closing operating results of Advanced Disposal have been included in our consolidated financial statements, within our existing reportable segments.

Since the acquisition date, Advanced Disposal has recognized $205 million, $142 million and $60 million of revenue, operating expenses and selling, general and administrative expenses, respectively, which are included in our Consolidated Statement of Operations.

COVID-19 Update

In January 2020, a novel strain of coronavirus (“COVID-19”) was declared a Public Health Emergency of International Concern and was subsequently declared a global pandemic in March 2020.

We have contingency plans in place to ensure continuity of operations at our collection sites, transfer stations, landfills and recycling facilities.

These plans ensure that we are in compliance with federal, state, provincial and local guidelines.

Key elements of our business continuity plan have been executed consistently across the organization.

Our safety team has medical experts and industrial hygienists that are continuously monitoring and incorporating guidance from relevant authorities.

To date our existing personal protective equipment, hygiene and operating procedures comply with guidelines established to protect our employees from additional risks associated with COVID-19.

COVID-19 began to impact our business in mid-March 2020, the results of which are described in detail under Results of Operations below.

The challenges posed by the COVID-19 pandemic on the global economy increased rapidly at the end of the first quarter of 2020 and have continued through the date of this report, impacting our business in most geographies and across a variety of our customer types.

Waste Management provides essential services to a diverse customer base and, as a result, many elements of our business are less exposed to variability.

However, steps taken by national and local governments to slow the spread of the virus, including travel bans, prohibitions on group events and gatherings, shutdowns of certain businesses, curfews, stay-at-home orders and recommendations to practice social distancing resulted in revenue declines at our landfills, as well as decreased demand from our industrial and commercial collection customers.

Additionally, within the residential line of business, the cost to service our customers increased as stay-at-home orders and continuing work-from-home trends increased the waste we collect.

While we have seen improvement in our landfill and industrial and commercial collection volumes from the lowest levels observed in April 2020, uncertainty continues in the pace of business and economic recovery as national and local governments respond to guidance from relevant authorities in response to changes in COVID-19 statistics within local jurisdictions.

The Company has proactively taken steps to put our employees’ and customers’ needs first and we continue to work with the appropriate regulatory agencies to ensure we can provide our essential services safely and efficiently.

These

efforts are, in some instances, reducing short-term revenues or increasing our costs, though they are sound decisions that reflect our focus on the long-term strength of our business.

Examples of these efforts include:

_Employees_ — We have prioritized the health, safety and financial security of our workforce.

As local government bodies began to implement stay-at-home orders, and as business closures became more prevalent during the first half of 2020, key steps taken to benefit our workforce included (i) transitioning back-office employees to work-from-home; (ii) providing financial certainty to employees by temporarily guaranteeing all full-time hourly employees’ compensation for a 40 hour work week regardless of COVID-19 related service decreases; (iii) securing additional personal protective equipment to bolster the safety and security of our workplaces and (iv) guaranteeing elements of incentive compensation to certain employees to reflect our appreciation for their dedication and focus on executing well in the face of the pandemic.

We continue to monitor COVID-19 and remain committed to keeping our employees safe by following federal and local laws and regulations.

_Customers_ — Our top priority with respect to our customers has been ensuring that essential waste service needs continue to be safely met despite the unprecedented changes encountered in their communities.

During the initial months of the pandemic, we worked with customers impacted by the COVID-19 pandemic to waive and suspend certain ancillary service charges, defer certain annual price increases, extend payment terms, adjust customer service levels and provide qualifying small and medium businesses with one month of free service upon re-opening.

Beginning in July, with communities and governments re-opening, social distancing and safety measures being adopted, and signs of an improving economy, we resumed fees and price increases in accordance with our contractual terms and our average yield improved as expected.

The above steps, combined with our disciplined execution in our daily operations, have positioned the Company to prudently manage the challenges presented by the COVID-19 pandemic.

The fundamentals of the Company continue to remain strong, and we have sufficient liquidity on hand to continue business operations during this volatile period.

collection equipment furnished, type and volume or weight of the waste collected, distance to the disposal facility or material recovery facility and our disposal costs.

Our operating expenses are directly impacted by volume levels; as volume levels shift, due to economic and other factors, we must manage our network capacity and cost structure accordingly.

In 2019, we have benefited from a generally favorable macro-economic environment, including steady spending by consumers and businesses, which have led to volume and gross margin growth.

We experienced growth in our collection and disposal lines of business, particularly in the segments of our business driven by the consumer portion of the economy.

Overall in 2019, our landfill volumes were favorably impacted by growth in our municipal solid waste business, clean-up efforts from natural disasters in California during 2019 and event-driven projects.

The portion of our business driven by the industrial segment of the economy, such as special waste, continues to show growth, although the pace of growth is starting to moderate as large industrial customers take a more cautious approach to awarding work for special projects.

Additionally, we continued our focus on developing a sustainable recycling business model that meets customers’ environmental needs, but is also economically sustainable.

Given pressures on the business from lower market values for recycled commodities and higher contamination fees, we have been working to improve its financial returns by driving a fee-based pricing model that addresses the cost of processing materials and the impact on our costs of contamination.

These efforts provided significant value to our 2019 results, though that value was more than offset by continued declines in market prices for recycled commodities.

We will continue to take steps necessary to improve long-term profitability of our recycling line of business.

Overall, the Company’s operations performed well in 2019.

We expect the Company’s industry-leading asset network and strategic focuses on investing in people, technology and growth to drive continued growth in the year ahead.

During 2019, we continued to produce strong operating results from our collection and disposal business, driven by favorable market conditions and our focus on delivering an outstanding customer experience and continuous improvement.

The Company continued its commitment to supporting both organic and inorganic growth during 2019, allocating $1,818 million of available cash to capital expenditures and $527 million to the acquisition of solid waste businesses, of which $6 million was recorded as cash flow from financing activities related to the timing of contingent consideration paid.

| --- | --- | --- |

| | ● | Operating expenses of $9,496 million in 2019, or 61.4% of revenues, compared with $9,249 million, or 62.0% of revenues, in 2018. The $247 million increase is primarily attributable to higher volumes and cost inflation in the current year period, partially offset by (i) decreased cost of goods sold primarily due to lower market prices for recycling commodities and (ii) the favorable impact of a year-over-year increase in federal natural gas fuel credits; |

| | ● | Selling, general and administrative expenses of $1,631 million in 2019, or 10.6% of revenues, compared with $1,453 million, or 9.7% of revenues, in 2018. This increase of $178 million is primarily attributable to (i) higher costs associated with planned investments in our people and technology; (ii) increased acquisition-related costs and (iii) litigation reserves; |

| | ● | Income from operations of $2,706 million, or 17.5% of revenues, in 2019 compared with $2,789 million, or 18.7% of revenues, in 2018. Although 2019 benefited from strong operating results, primarily in our collection and disposal business, and the favorable impact of a year-over-year increase in federal natural gas fuel credits, cost inflation across various cost categories, costs associated with investments in our people and technology, acquisition-related costs and goodwill impairments drove a reduction in income from operations as compared with 2018. Additionally, 2018 was favorably impacted by net gains associated with the sale of certain collection and disposal operations and certain ancillary operations, partially offset by the impairment of a landfill; |

Our strategic pricing efforts focus on ensuring we overcome inflationary cost pressures and grow margins.

This strategy has been most successful in our collection line of business for both 2019 and 2018.

We are also experiencing solid growth in our landfill and transfer businesses, with our municipal solid waste business experiencing 3.8% and 2.2% average yield growth for the years ended December 31, 2019 and 2018, respectively, as compared with the prior year periods.

We partially offset our revenue decline by assessing fees to cover the higher costs of handling contaminated recycling materials.

We have seen a decreased demand from paper mills around the world which had driven prices to historical low averages.

There are several domestic mill projects anticipated to start during 2020 that we expect will add additional capacity and more local demand for recycled materials.

However, we do not expect material changes in market prices for recycling commodities as a result of this additional capacity.

The cardboard packaging industry has been impacted by slower global demand, retail store closures and e-commerce packaging efficiency.

The decline in fuel surcharges for 2019 was partially offset by an increase in mandated fees.

We have experienced significant volume growth with existing customers, particularly in our commercial collection business as a result of proactive efforts taken to work with our customers as their needs expand to identify service upgrade opportunities.

Additionally, a large contract executed in the second half of 2017 increased volume at our transfer stations for 2018, with incremental volume additions during 2018 that favorably impacted our volumes in 2019.

However, volume decline from our recycling brokerage services negatively impacted our volume growth in 2019.

Additionally, a volume increase from our recycling brokerage services affected the comparability of volumes for 2018 and 2017.

Fluctuations in foreign currency affect revenues from our Canadian operations.

Additionally, 2018 was unfavorably impacted by a revenue decline associated with the adoption of ASU 2014-09.

The increase in labor and related benefits costs in 2018 as compared with 2017 was driven by (i) volume growth in our collection line of business; (ii) the one-time bonus plan established in early 2018 and (iii) merit increases.

_Maintenance and Repairs_ — The increase in maintenance and repairs costs in 2019 as compared with 2018 was largely driven by (i) cost inflation noted above which primarily impacted labor, parts, third-party services, tires and building costs and (ii) a $16 million non-cash charge to write off certain equipment costs related to our Other segment.

The increase in maintenance and repairs costs in 2018 as compared with 2017 was primarily driven by (i) higher labor costs from volume growth and cost inflation and (ii) higher third-party service and parts costs.

The decrease in cost of goods sold in 2018 as compared with 2017 was primarily driven by (i) lower market prices for recycling commodities and (ii) a change in accounting for certain customer rebates due to the adoption of ASU 2014-09 in 2018.

The increase in fuel costs in 2018 as compared with 2017 was due to higher market prices for diesel fuel, partially offset by the recognition of a $28 million benefit from the extension of federal natural gas fuel credits.

The decrease in disposal and franchise fees and taxes in 2018 as compared with 2017 was driven by the adoption of ASU 2014-09 in 2018; specifically, certain franchise fees were treated as disposal fees and taxes in the prior year periods and beginning in 2018, were treated as a reduction in operating revenues in the current year period.

The increase in risk management costs in 2018 as compared with 2017 was primarily due to an increase in claims expense.

The Company had no derivatives outstanding as of December 31, [removed: 2019.][added: 2020.]

As of December 31, [removed: 2019,] [added: 2020,] we had [removed: $13.6] [added: $13.9] billion of long-term debt, excluding the impacts of accounting for debt issuance costs, discounts, premiums and fair value adjustments attributable to terminated interest rate derivatives.

We have [removed: $1.0] [added: $3.1] billion of debt that is exposed to changes in market interest rates within the next 12 months comprised of (i) [removed: $669 million] [added: $1.8 billion] of [added: short-term borrowings under our commercial paper program; (ii) $1.2 billion of] tax-exempt bonds with term interest rate periods that expire within the next 12 months and [removed: (ii) $355] [added: (iii) $54] million of variable-rate tax-exempt bonds that are subject to repricing on either a daily or weekly basis.

We currently estimate that a 100-basis point increase in the interest rates of our outstanding variable-rate debt obligations would increase our [removed: 2020] [added: 2021] interest expense by [removed: $7] [added: $12] million.

[added: An instantaneous, 100-basis point] increase in interest rates across all maturities attributable to these instruments would have decreased the fair value of our debt by approximately [removed: $1.0] [added: $1.1] billion as of December 31, [removed: 2019.][added: 2020.]

[removed: These assets are generally invested in high quality, liquid instruments including] money market funds that invest in U.S. government obligations with original maturities of three months or less.

We also invest a portion of our restricted trust and escrow account balances in available-for-sale securities, including U.S. Treasury securities, U.S. agency securities, municipal securities, mortgage- and asset-backed securities and equity securities, which generally mature over the next [removed: 10] [added: nine] years.

_Commodity Price Exposure —_ In the normal course of our business, we are subject to operating agreements that expose us to market risks arising from changes in the prices for commodities such as diesel fuel; recyclable materials, including old corrugated cardboard, [removed: old newsprint and plastics;] [added: plastics] and electricity, which generally correlates with natural gas prices in many of the markets in which we operate.

These assets are generally invested in high-quality, liquid instruments including

An instantaneous, 100-basis point

Our principal executive offices are located at [removed: 1001 Fannin] [added: 800 Capitol] Street, Houston, Texas 77002.

We are North America’s leading provider of comprehensive waste management environmental [removed: services.][added: services, providing services throughout the United States (“U.S.”) and Canada.]

Through our subsidiaries, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the [removed: United States (“U.S.”).][added: U.S. During 2020, our largest customer represented less than 5% of annual revenues.]

We employed approximately [removed: 44,900] [added: 48,250] people as of December 31, [removed: 2019.][added: 2020.]

We own or operate [removed: 249] [added: 268] landfill sites, which is the largest network of landfills in [removed: North America.][added: the U.S. and Canada.]

In order to make disposal more practical for larger urban markets, where the distance to landfills is typically farther, we manage [removed: 302] [added: 348] transfer stations that consolidate, compact and transport waste efficiently and economically.

We are a leading recycler in [removed: North America,] [added: the U.S. and Canada,] handling materials that include [removed: paper,] cardboard, [added: paper,] glass, plastic and metal.

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

[removed: Increasingly, customers want more of their waste materials recovered while waste] [added: Waste] streams are becoming more complex, and our aim is to address [removed: the] current needs, while anticipating the expanding and evolving needs of our customers.

[removed: We are enabling a] people-first, technology-led focus, that leverages and sustains the strongest asset network in the industry to drive best-in-class customer experience and growth.

We believe that execution of our strategy will deliver shareholder value and leadership in a dynamic [removed: industry.][added: industry and challenging economic environment.]

In December [removed: 2019,] [added: 2020,] we announced that our Board of Directors expects to increase the quarterly dividend from [removed: $0.5125 to] $0.545 [added: to $0.575] per share for dividends declared in [removed: 2020,] [added: 2021,] which is a [removed: 6.3%] [added: 5.5%] increase from the quarterly dividends we declared in [removed: 2019.][added: 2020.]

This is an indication of our ability to generate strong and consistent cash flows and marks the [removed: 17th] [added: 18th] consecutive year of dividend increases.

We also provide [removed: additional services] [added: expanded service offerings and solutions] that are not managed through our Solid Waste business, as described below.

| | ● | For commercial and industrial collection services, typically we have [removed: a] three-year service [removed: agreement.] [added: agreements.] The fees under the agreements are influenced by factors such as collection frequency, type of collection equipment we furnish, type and volume or weight of the waste collected, distance to the disposal facility, labor costs, cost of disposal and general market factors. As part of the service, we provide steel containers to most customers to store their solid waste between pick-up dates. Containers vary in size and type according to the needs of our customers and the restrictions of their communities. Many are designed to be lifted mechanically and either emptied into a truck’s compaction hopper or directly into a disposal site. By using these containers, we can service most of our commercial and industrial customers with trucks operated by only one employee. |

| | ● | For most residential collection services, we have a contract with, or a franchise granted by, a municipality, homeowners’ association or some other regional authority that gives us the exclusive right to service all or a portion of the homes in an area. These contracts or franchises are typically for periods of three to [removed: 10] [added: ten] years. We also provide services under individual monthly subscriptions directly to households. The fees for residential collection are either paid by the municipality or authority from their tax revenues or service charges, or are paid [removed: directly by the residents receiving the service.] |

As of December 31, [removed: 2019,] [added: 2020,] we owned or operated [removed: 244] [added: 263] solid waste landfills and five secure hazardous waste landfills, which represents the largest network of [added: landfills in the U.S. and Canada.]

The fees charged at disposal facilities, which are referred to as tipping fees, are based on several factors, including [removed: competition] [added: our cost to construct, maintain] and [added: close] the [added: landfill, the distance to an alternative disposal facility, the] type and weight or volume of solid waste [removed: deposited.][added: deposited and competition.]

We were the first major solid waste company to focus on residential single-stream recycling, which allows customers to mix [removed: recyclable paper, plastic] [added: clean bottles, cans, paper] and [removed: glass] [added: cardboard] in one bin.

[added: Recycling involves the separation of] reusable materials from the waste stream for processing and resale or other disposition.

_Materials processing —_ Through our collection [removed: operations,] [added: operations and third-party customer base,] we collect recyclable materials from residential, commercial and industrial customers and direct these materials to one of our MRFs for processing.

As of December 31, [removed: 2019,] [added: 2020,] we operated 103 MRFs where [removed: paper,] cardboard, [added: paper, glass,] metals, plastics, [removed: glass,] construction and demolition materials and other recycling commodities are recovered for resale or redirected for other purposes.

[removed: Some of the] [added: The] recyclable materials processed in our MRFs are [removed: purchased] [added: received] from various sources, including third parties and our own operations.

Although many waste management services such as collection and disposal are local services, our [removed: strategic accounts organization, which is managed by our] Strategic Business Solutions (“WMSBS”) [removed: organization,] [added: business] works with customers whose locations span the U.S. and Canada.

Our strategic accounts program provides centralized customer service, billing and management of accounts to streamline the administration of [removed: customers multiple locations’] [added: customers’] waste management [removed: needs.][added: needs across multiple locations.]

Our Energy and Environmental Services (“EES”) [removed: organization] [added: business] offers our customers [removed: in all Areas] a variety of services in collaboration with our Area and strategic accounts programs, including (i) construction and remediation services; (ii) services associated with the disposal of fly ash, residue generated from the combustion of coal and other fuel stocks; (iii) in-plant services, where our employees work full-time inside our customers’ facilities to provide full-service waste management solutions and consulting [removed: services; this] [added: services (this] service is managed through our EES [removed: organization] [added: business] but reflected principally in our collection line of [removed: business] [added: business)] and (iv) specialized disposal services for oil and gas exploration and production [removed: operations; revenues] [added: operations (revenues] for this [removed: service are also reflected principally in our collection line of business.]

We develop, operate and promote projects for the beneficial use of landfill gas through our WM Renewable Energy [removed: organization.][added: business.]

[added: As of December 31, 2020, we had 146 landfill gas beneficial use] projects producing commercial quantities of methane gas at owned or operated landfills.

For [removed: 97] [added: 104] of these projects, the processed gas is used to fuel electricity generators.

For [removed: 15] [added: 16] of these projects, the landfill gas is processed to pipeline-quality natural gas and then sold to natural gas suppliers.

For [removed: 12] [added: 26] of these projects, the gas is used at the landfill or delivered by pipeline to industrial customers as a direct substitute for fossil fuels in industrial processes.

The volumes of industrial and residential waste in certain regions where we operate also tend [removed: to increase during the summer months.]

Service disruptions caused by severe storms, extended periods of inclement weather or climate [removed: extremes resulting from climate change] [added: events] can significantly affect the operating results of the Areas impacted.

Approximately [removed: 8,400] [added: 8,750] of our employees are covered by collective bargaining agreements.

Letters of credit generally are supported by our long-term U.S. and Canadian revolving credit facility (“$3.5 billion revolving credit facility”) and other credit [removed: facilities] [added: lines] established for that purpose.

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

As of December 31, [removed: 2019,] [added: 2020,] both our commercial General Liability Insurance Policy and our workers’ compensation insurance program carried self-insurance exposures of up to $5 million per incident.

As of December 31, [removed: 2019,] [added: 2020,] our automobile liability insurance program included a per-incident deductible of up to $10 million.

Our estimated insurance liabilities as of December 31, [removed: 2019] [added: 2020] are summarized in Note 11 to the Consolidated Financial Statements.

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

Increasingly, our industry-leading focus on environmental sustainability aligns with demand from our customers who want more of their waste materials recovered.

We have enabled a

On October 30, 2020, we completed the acquisition of all outstanding shares of Advanced Disposal Services, Inc. (“Advanced Disposal”).

This acquisition expanded our collection and disposal business in a number of markets in the Eastern half of the U.S. The acquisition is discussed further in Note 18 to the Consolidated Financial Statements.

| | | directly by the residents receiving the service. The Company is generally phasing out traditional manual systems and moving to further automate residential collection services. Benefits of automation include enhanced worker safety, improved service delivery to the customer and an overall reduction in the cost to provide services. |

_Transfer._ As of December 31, 2020, we owned or operated 348 transfer stations in the U.S. and Canada.

In recent years, we have been focused on reducing dependency on market prices for recycled commodities by recovering our processing costs first.

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

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

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

Generally, this pricing also considers the price we receive for sales of processed goods, market conditions and transportation costs.

As a result, changes in commodity prices for recycled materials also significantly affect the pricing to our suppliers.

Depending on the key terms of the arrangement, these “rebates” are recorded as either operating expenses or a reduction in operating revenues within our Consolidated Statements of Operations.

If the key terms result in a charge to the customer, the associated “tip fees” would be recorded as operating revenues within our Consolidated Statements of Operations.

service are also reflected principally in our collection line of business).

We provide expanded service offerings and solutions that are not managed through our Solid Waste business including the collection of project waste, including construction debris and household or yard waste, through our Bagster® business.

While most of these investments are in the form of minority equity stakes, they can also include joint ventures, joint development agreements or majority equity stakes.

The solutions and services include (i) waste collection, processing, and recycling; (ii) the development, operation and marketing of waste processing facilities and technologies; (iii) operation of renewable natural gas plants and (iv) the development and operation of organic recycling technologies.

Furthermore, we continually scout, evaluate and run proof-of-concepts of innovative technologies within our core operations to improve safety, operational efficiencies and customer solutions.

to increase during the summer months.

Human Capital Resources

As of December 31, 2020, we had approximately 48,250 full-time employees across the U.S., Canada and India.

Approximately 45,200 employees were located within the U.S. and 3,050 employees were located outside of the U.S. Approximately 9,100 employees were employed in administrative and sales positions with the remainder in operations.

Additional information about our workforce can be found in our 2020 Sustainability Report at https://sustainability.wm.com.

Our 2020 Sustainability Report does not constitute a part of, and is not incorporated by reference into, this report or any other report we file with (or furnish to) the SEC, whether made before or after the date of this Annual Report on Form 10-K.

People First Commitment

Our Company is committed to People First, knowing that the daily contributions of our team members are what enable us to play a vital role in the communities we serve.

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

As our industry and workforce evolve, we are focused on our imperatives of keeping our employees safe, improving diversity, equity, and inclusion at all levels of our Company, managing employee turnover and increasing retention and supporting ongoing cultural integration and knowledge transfer.

We regularly focus on these objectives when managing our business.

Refer to _COVID-19 Update_ within Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ for discussion regarding our focus on employees during the COVID-19 pandemic.

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

Being an employer of choice is critical to our efforts to attract and retain a high-quality workforce, while motivating us to sharpen our focus on our values that help us empower and develop good employees.

By promoting from within and offering training opportunities, we help employees maximize their effectiveness and grow in their careers.

Safety as a Core Value

At the Company, safety is a core value, with no compromise.

A large number of our employee population work as drivers, heavy equipment operators and sorters, which are essential jobs that carry inherent risks.

For nearly 20 years, we have engaged employees on safety through our Mission to Zero (“M2Z”) program.

The “Zero” in M2Z represents zero tolerance for unsafe behaviors.

For details on the financial position, results of operations and cash flows of WM, WM Holdings and their subsidiaries, see Note 22 to the Consolidated Financial Statements.

During 2019, our largest customer represented less than 2% of annual revenues.

landfills in North America.

_Transfer._ As of December 31, 2019, we owned or operated 302 transfer stations in North America.

Recycling involves the separation of

The price we pay for recyclable materials is often referred to as a “rebate.” In some cases, rebates are based on fixed contractual rates or on defined minimum per-ton rates but are generally based upon the price we receive for sales of processed goods, market conditions and transportation costs.

As a result, changes in commodity prices for recycled materials also significantly affect the rebates we pay to our suppliers and depending on the key terms of the agreement are recorded as either operating expenses or a reduction in operating revenues within our Consolidated Statements of Operations, subsequent to the adoption of Accounting Standards Update (“ASU”) 2014-09 on January 1, 2018.

In recent years, we have been focused on revising our rebate structures to ensure that we cover our cost of handling and processing the materials and generate an acceptable margin on the materials we process and sell.

As of December 31, 2019, we had 124 landfill gas beneficial use

These investments include joint ventures, acquisitions and partial ownership interests.

The solutions and services include the collection of project waste, including construction debris and household or yard waste, through our Bagster® program; the development, operation and marketing of plasma gasification facilities; operation of a landfill gas-to-liquid natural gas plant; and organic waste-to-fuel conversion technology.

We also have expanded service offerings and solutions including fluorescent bulb and universal waste mail-back through our LampTracker® program; portable restroom servicing under the name Port-o-Let®; and street and parking lot sweeping services.

As of December 31, 2019, we had approximately 44,900 full-time employees, of which approximately 8,600 were employed in administrative and sales positions and the balance in operations.

approvals.

If the U.S. were

A significant portion of the fiber that we market has historically been shipped to export markets across the globe, particularly China.

restrictive quality and other requirements that have significantly reduced China’s import of recyclables.

The Chinese government has also limited the flow of material into China by restricting the issuance of required import licenses, and the restriction on import licenses is expected to constrict further in 2020.

In addition, changes to foreign trade policy and tariffs imposed by the current U.S. administration have resulted in China imposing new tariffs on the import of recyclables.

It is currently anticipated that China will ban the import of recyclables completely in 2021.

Over 800 pieces of legislation, approximately 50% of which are bans on plastic bags, have been introduced in the U.S. regulating plastics: 660 passed, including 585 city ordinances.

As of December 31, 2019, we were operating 8,924 natural gas trucks and 145 natural gas fueling facilities; 25 of these fueling stations also serve the public, and in some cases our facilities serve the fleet of pre-approved third parties.

The market value for RINs is tied to renewable fuel volumes set by the EPA annually, and the final 2020 required volumes for cellulosic biofuel are 41% higher than in 2019.

The EPA also is poised to initiate a rulemaking this year that would set required volume requirements for a three-year period from 2020 through 2022.

Despite the announcement that the U.S. has begun its formal withdrawal from the Paris Climate Accords, we have seen no reduction in customer demand for services aligned with their GHG reduction goals and strategies.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2019] [added: 2020] was approximately [removed: $48.8] [added: $44.7] billion.

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding as of February [removed: 7, 2020] [added: 12, 2021] was [removed: 424,708,758] [added: 423,152,948] (excluding treasury shares of [removed: 205,573,703).][added: 207,129,513).]

| Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders | ​ | Part III |

| [Item 1A.](#Item1ARiskFactors_689078) | [Risk Factors](#Item1ARiskFactors_689078) | [removed: 15] [added: 17] |

| [Item 1B.](#Item1BUnresolvedStaffComments_347325) | [Unresolved Staff Comments](#Item1BUnresolvedStaffComments_347325) | [removed: 29] [added: 32] |

| [Item 2.](#Item2Properties_696453) | [Properties](#Item2Properties_696453) | [removed: 29] [added: 32] |

| [Item 3.](#Item3LegalProceedings_313163) | [Legal Proceedings](#Item3LegalProceedings_313163) | [removed: 30] [added: 32] |

| [Item 4.](#Item4MineSafetyDisclosures_74576) | [Mine Safety Disclosures](#Item4MineSafetyDisclosures_74576) | [removed: 30] [added: 32] |

| [Item 5.](#Item5MarketforRegistrantsCommon_605372) | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#Item5MarketforRegistrantsCommon_605372) | [removed: 31] [added: 33] |

| [Item [removed: 6.](#Item6SelectedFinancialData_572231)] [added: 6.](#Item_6_Selected_Financial_Data)] | [Selected Financial [removed: Data](#Item6SelectedFinancialData_572231)] [added: Data](#Item_6_Selected_Financial_Data)] | [removed: 32] [added: 34] |

| [Item 7.](#Item7ManagementsDiscussion_595297) | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#Item7ManagementsDiscussion_595297) | [removed: 32] [added: 34] |

| [Item 7A.](#Item7AQuantitative_14076) | [Quantitative and Qualitative Disclosures About Market Risk](#Item7AQuantitative_14076) | [removed: 59] [added: 66] |

| [Item 8.](#Item8FinancialStatements_338840) | [Financial Statements and Supplementary Data](#Item8FinancialStatements_338840) | [removed: 61] [added: 68] |

| [Item 9.](#Item9ChangesinandDisagreements_74478) | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#Item9ChangesinandDisagreements_74478) | [removed: 126] [added: 132] |

| [Item 9A.](#Item9AControlsandProcedures_86084) | [Controls and Procedures](#Item9AControlsandProcedures_86084) | [removed: 126] [added: 132] |

| [Item 9B.](#Item9BOtherInformation_948347) | [Other Information](#Item9BOtherInformation_948347) | [removed: 127] [added: 133] |

| [Item 10.](#Item10DirectorsExecutive_334717) | [Directors, Executive Officers and Corporate Governance](#Item10DirectorsExecutive_334717) | [removed: 127] [added: 133] |

| [Item 11.](#Item11ExecutiveCompensation_362877) | [Executive Compensation](#Item11ExecutiveCompensation_362877) | [removed: 127] [added: 133] |

| [Item 12.](#Item12SecurityOwnership_987251) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#Item12SecurityOwnership_987251) | [removed: 127] [added: 134] |

| [Item 13.](#Item13CertainRelationships_733675) | [Certain Relationships and Related Transactions, and Director Independence](#Item13CertainRelationships_733675) | [removed: 127] [added: 134] |

| [Item 14.](#Item14PrincipalAccounting_341161) | [Principal Accounting Fees and Services](#Item14PrincipalAccounting_341161) | [removed: 127] [added: 134] |

| [Item 15.](#Item15ExhibitsFinancial_136084) | [Exhibits](#Item15ExhibitsFinancial_136084) | [removed: 128] [added: 135] |

| [Item 16.](#Item_16_Form_10K_Summary) | [Form 10-K Summary](#Item_16_Form_10K_Summary) | [removed: 130] [added: 137] |

| 800 Capitol Street | ​ |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| 1001 Fannin Street | ​ |

[removed: Our] [added: The leases on the Company’s previous] principal executive offices [removed: are] in Houston, [removed: Texas, where we occupy] [added: Texas for] approximately 345,000 square feet [removed: under leases expiring through] [added: expired on December 31,] 2020.

We also have administrative offices in Arizona, Connecticut, [removed: Illinois] [added: Illinois, Florida] and India.

| Landfills owned or operated (a) | | [removed: 249] [added: 268] | | [removed: 252] [added: 249] |

| Transfer stations | | [removed: 302] [added: 348] | | [removed: 314] [added: 302] |

| Material recovery facilities | | 103 | | [removed: 102] [added: 103] |

| [added: (a)] | [added: As of December 31, 2020 and 2019, our landfills owned or operated consisted of total acreage of 172,217 and 159,080;] permitted [added: acreage of 45,642 and 42,992; and expansion acreage of 716 and 795, respectively. Total acreage includes permitted] acreage, expansion acreage, other acreage available for future disposal that has not been permitted, buffer land and other land. Permitted acreage consists of all acreage at the landfill encompassed by an active permit to dispose of waste. Expansion acreage consists of unpermitted acreage where the related expansion efforts meet our criteria to be included as expansion airspace. A discussion of the related criteria is included within Item 7. _Management’s Discussion and Analysis of Financial Condition and Results of Operations_ — _Critical Accounting Estimates and Assumptions_ included within this report. |

In 2019, the Company commenced a lease for new principal executive offices in Houston, Texas where we will occupy approximately 297,000 square feet under a lease expiring in 2035.

Occupancy of the new facility began in early 2021.

| ​ | | 2020 | | 2019 |

We plan to relocate our principal executive offices within Houston, Texas during 2020.

| ​ | | 2019 | | 2018 |

| (a) | As of December 31, 2019 and 2018, our landfills owned or operated consisted of total acreage of 159,080 and 157,369; permitted acreage of 42,992 and 42,730; and expansion acreage of 795 and 944, respectively. Total acreage includes |

| --- | --- |

Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “WM.” The number of holders of record of our common stock on February [removed: 7, 2020] [added: 12, 2021] was [removed: 8,712.][added: 8,419.]

[removed: ][added: Description automatically generated](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231x10k002.jpg)]

| Dow Jones Waste & Disposal Services Index | ​ | $ | 100 | ​ | $ | [removed: 104] [added: 121] | ​ | $ | [removed: 126] [added: 142] | ​ | $ | [removed: 148] [added: 142] | ​ | $ | [removed: 148] [added: 192] | ​ | $ | [removed: 200] [added: 204] |

During [removed: 2019,] [added: 2020,] we repurchased an aggregate of [removed: $244] [added: $402] million of our common stock under accelerated share repurchase agreements and open market repurchases, which equated to [removed: 2.3] [added: 3.7] million shares with a weighted average price per share of [removed: $108.60.][added: $108.92.]

![Chart, line chart

| ​ | | 12/31/15 | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | | | 12/31/20 | |

| Waste Management, Inc. | ​ | $ | 100 | ​ | $ | 136 | ​ | $ | 170 | ​ | $ | 179 | ​ | $ | 233 | ​ | $ | 246 |

| S&P 500 Index | ​ | $ | 100 | ​ | $ | 112 | ​ | $ | 136 | ​ | $ | 130 | ​ | $ | 171 | ​ | $ | 203 |

We announced in December 2020 that the Board of Directors has authorized up to $1.35 billion in future share repurchases, which supersedes and replaces remaining authority under any prior Board of Directors’ authorization for share repurchases.

| ​ | | 12/31/14 | | | 12/31/15 | | | 12/31/16 | | | 12/31/17 | | | 12/31/18 | | | 12/31/19 | |

| Waste Management, Inc. | ​ | $ | 100 | ​ | $ | 107 | ​ | $ | 146 | ​ | $ | 182 | ​ | $ | 192 | ​ | $ | 250 |

| S&P 500 Index | ​ | $ | 100 | ​ | $ | 101 | ​ | $ | 114 | ​ | $ | 138 | ​ | $ | 132 | ​ | $ | 174 |

In December 2019, we publicly confirmed that the Company has $1.32 billion remaining on its existing Board of Directors’ authorization for future share repurchases.

The statement of operations data for the years ended December 31, 2020, 2019 and 2018, and the balance sheet data as of December 31, 2020 and 2019, are presented in the Consolidated Financial Statements included in Part II, Item 8.

The statement of operations data for the years ended December 31, 2017 and 2016, and the balance sheet data as of December 31, 2018, 2017 and 2016, are not included in this Annual Report on Form 10-K, and are provided in Part II, Item 8 of our Annual Reports on Form 10-K for the years ended December 31, 2018 and 2017.

The information below was derived from the audited Consolidated Financial Statements included within this report and in previous annual reports we filed with the SEC.

This information should be read together with those Consolidated Financial Statements and the notes thereto.

These historical results are not necessarily indicative of the results to be expected in the future.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ​ | ​ | Years Ended December 31, | | | | | | | | | | | | | |

| | | 2019(a) | | | 2018(a) | | | 2017(a) | | | 2016 | | | 2015 | |

| ​ | ​ | (In Millions, Except per Share Amounts) | | | | | | | | | | | | | |

| Statement of Operations Data: | | ​ | | | ​ | | | ​ | | | ​ | | | ​ | |

| Operating revenues | ​ | $ | 15,455 | ​ | $ | 14,914 | ​ | $ | 14,485 | ​ | $ | 13,609 | ​ | $ | 12,961 |

| Consolidated net income | ​ | | 1,671 | ​ | | 1,923 | ​ | | 1,949 | ​ | | 1,180 | ​ | | 752 |

| Net income attributable to Waste Management, Inc. | ​ | | 1,670 | ​ | | 1,925 | ​ | | 1,949 | ​ | | 1,182 | ​ | | 753 |

| Basic earnings per common share | ​ | | 3.93 | ​ | | 4.49 | ​ | | 4.44 | ​ | | 2.66 | ​ | | 1.66 |

| Diluted earnings per common share | ​ | | 3.91 | ​ | | 4.45 | ​ | | 4.41 | ​ | | 2.65 | ​ | | 1.65 |

| Balance Sheet Data: | ​ | | | ​ | | | ​ | | | ​ | | | ​ | | |

| Working capital (deficit) (b) | ​ | $ | 3,065 | ​ | $ | (463) | ​ | $ | (568) | ​ | $ | (418) | ​ | $ | (165) |

| Total assets (b) | ​ | | 27,743 | ​ | | 22,650 | ​ | | 21,829 | ​ | | 20,859 | ​ | | 20,367 |

| Long-term debt, including current portion | ​ | | 13,498 | ​ | | 10,026 | ​ | | 9,491 | ​ | | 9,310 | ​ | | 8,929 |

| Total Waste Management, Inc. stockholders’ equity | ​ | | 7,068 | ​ | | 6,275 | ​ | | 6,019 | ​ | | 5,297 | ​ | | 5,345 |

| Total equity | ​ | | 7,070 | ​ | | 6,276 | ​ | | 6,042 | ​ | | 5,320 | ​ | | 5,367 |

| (a) | For more information see Item 7. _Management’s Discussion and Analysis of Financial Condition and Results of Operations_. |

| --- | --- |

| (b) | For disclosures associated with the impact of the adoption of new accounting standards on the comparability of this information, see Note 2 to the Consolidated Financial Statements included in this report. |

| [Reports of Independent Registered Public Accounting [removed: Firm](#REPORTOFINDEPENDENTREGISTEREDPUBLICACCOU)] [added: Firm](#Report)] | ​ | [removed: 62] [added: 69] |

| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#BALANCESHEETS_191365)] [added: 201](#BALANCESHEETS_191365)9] | ​ | [removed: 67] [added: 75] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#STATEMENTSOFOPERATIONS_745891)] [added: 201](#STATEMENTSOFOPERATIONS_745891)8] | ​ | [removed: 68] [added: 76] |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#COMPREHENSIVEINCOME_932746)] [added: 201](#COMPREHENSIVEINCOME_932746)8] | ​ | [removed: 68] [added: 76] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CASHFLOWS_594152)] [added: 201](#CASHFLOWS_594152)8] | ​ | [removed: 69] [added: 77] |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#CHANGESINEQUITY_625544)] [added: 201](#CHANGESINEQUITY_625544)8] | ​ | [removed: 70] [added: 78] |

| [Notes to Consolidated Financial Statements](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_4) | ​ | [removed: 71] [added: 79] |

We have audited Waste Management, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Waste Management, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2019] [added: 2020] consolidated financial statements of the Company, and our report dated February [removed: 13, 2020] [added: 22, 2021] expressed an unqualified opinion thereon.

| Houston, Texas February [removed: 13, 2020] [added: 22, 2021] | ​ |

We have audited the accompanying consolidated balance sheets of Waste Management, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the related consolidated statements of operations, comprehensive income, cash flows, and changes in equity for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 13, 2020] [added: 22, 2021] expressed an unqualified opinion thereon.

| _Description of the Matter_ | At December 31, [removed: 2019,] [added: 2020,] the Company’s landfill [removed: assets] [added: assets, net of accumulated amortization,] totaled [removed: $6.6] [added: $7.2] billion and the associated amortization expense for [removed: 2019] [added: 2020] was [removed: $575] [added: $568] million. As discussed in Note 3 of the financial statements, the Company updates the estimates used to calculate individual landfill amortization rates at least annually, or more often if significant facts change. Landfill amortization rates are used in the computation of landfill amortization expense. ​ Auditing landfill amortization rates and related amortization expense is complex due to the highly judgmental nature of assumptions used in estimating the rates. Significant assumptions used in the calculation of the rates include: estimated future development costs associated with the construction and retirement of the landfill, estimated remaining permitted airspace and unpermitted expansion airspace, airspace utilization factors, projected annual tonnage intakes, and projected timing of retirement activities. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over determining landfill amortization rates and calculating amortization expense. Our audit procedures included, among others, testing controls over: the Company’s process for evaluating and updating the significant assumptions used in the development of the landfill amortization rates, management’s review of those significant assumptions, and the mathematical accuracy of the calculation and recording of amortization expense. ​ To test the landfill asset amortization rates, our audit procedures included, among others, assessing methodologies used by the Company and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting a similar type of waste. Regarding unpermitted expansion airspace, we evaluated the Company’s criteria for inclusion in remaining airspace. In addition, we considered the professional qualifications and objectivity of management’s internal engineers responsible for developing the assumptions. We involved EY’s engineering specialists to assist with the [removed: application] [added: evaluation] of [removed: these procedures.] [added: the Company’s landfill future development cost and airspace assumptions.] We also tested the completeness and accuracy of the historical data utilized in the development of the landfill amortization rates. |

| _Description of the Matter_ | At December 31, [removed: 2019,] [added: 2020,] the carrying value of the Company’s landfill asset retirement obligations related to final capping, closure and post-closure costs totaled [removed: $1.9] [added: $2.2] billion. As discussed in Note 3 of the financial statements, the Company updates the estimates used to measure the asset retirement obligations annually, or more often if significant facts change. ​ Auditing the landfill asset retirement obligation is complex due to the highly judgmental nature of the assumptions used in the measurement process. These assumptions include: estimated future costs associated with the capping, closure and post closure activities at each specific landfill; airspace consumed to date in relation to total estimated permitted airspace; the projected annual tonnage intake; and the projected timing of retirement activities. ​ |

| [added: _How We Addressed the Matter in Our Audit_] | [added: We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the calculation of asset retirement obligations. Our audit procedures included, among others, testing the Company’s controls over the landfill asset retirement obligation estimation process and management’s review of the significant] assumptions used in the estimation of the liability, including the amount and timing of retirement costs. ​ To test the landfill asset retirement obligation valuation, we performed audit procedures that included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate (e.g., gas monitoring and extraction), and testing the significant assumptions discussed above, inclusive of the underlying data used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting the same type of waste. In addition, we considered the professional qualifications and objectivity of management’s internal engineers responsible for developing the assumptions. We involved EY and external engineering specialists to assist us with these procedures. Specifically, we utilized the EY engineering specialists to evaluate the reasons for significant changes in assumptions from the historical trend, and to determine whether the change from the historical trend was appropriate and identified timely. We utilized the external engineers to evaluate the estimates of remaining landfill airspace. We also tested the completeness and accuracy of the historical data utilized in preparing the estimate. ​ |

| [added: Landfill and environmental remediation liabilities |] ​ | [removed: Environmental Remediation Liabilities] | [added: 57 | ​ | | 156 |]

| ​ | | [added: 2020 | | |] 2019 | | | 2018 | |

| Cash and cash equivalents | ​ | $ | [removed: 3,561] [added: 553] | ​ | $ | [removed: 61] [added: 3,561] |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $28] [added: $33] and [removed: $29,] [added: $28,] respectively | ​ | | [removed: 1,949] [added: 2,097] | ​ | | [removed: 1,931] [added: 1,949] |

| Parts and supplies | ​ | | [removed: 106] [added: 124] | ​ | | [removed: 102] [added: 106] |

| Other assets | ​ | | [removed: 223] [added: 239] | ​ | | [removed: 207] [added: 223] |

| Total current assets | ​ | | [removed: 6,209] [added: 3,540] | ​ | | [removed: 2,645] [added: 6,209] |

| Property and equipment, net of accumulated depreciation and amortization of [removed: $18,657] [added: $20,095] and [removed: $18,264,] [added: $18,657,] respectively | ​ | | [removed: 12,893] [added: 14,148] | ​ | | [removed: 11,942] [added: 12,893] |

| Goodwill | ​ | | [removed: 6,532] [added: 8,994] | ​ | | [removed: 6,430] [added: 6,532] |

| Other intangible assets, net | ​ | | [removed: 521] [added: 1,024] | ​ | | [removed: 572] [added: 521] |

| Restricted trust and escrow accounts | ​ | | [removed: 313] [added: 347] | ​ | | [removed: 296] [added: 313] |

| Investments in unconsolidated entities | ​ | | [removed: 483] [added: 426] | ​ | | [removed: 406] [added: 483] |

| Other assets | ​ | | [removed: 792] [added: 866] | ​ | | [removed: 359] [added: 792] |

| Total assets | ​ | $ | [removed: 27,743] [added: 29,345] | ​ | $ | [removed: 22,650] [added: 27,743] |

| Accounts payable | ​ | $ | [removed: 1,065] [added: 1,121] | ​ | $ | [removed: 1,037] [added: 1,065] |

| Accrued liabilities | ​ | | [removed: 1,327] [added: 1,342] | ​ | | [removed: 1,117] [added: 1,327] |

| Deferred revenues | ​ | | [removed: 534] [added: 539] | ​ | | [removed: 522] [added: 534] |

| Current portion of long-term debt | ​ | | [removed: 218] [added: 551] | ​ | | [removed: 432] [added: 218] |

| Total current liabilities | ​ | | [removed: 3,144] [added: 3,553] | ​ | | [removed: 3,108] [added: 3,144] |

| Long-term debt, less current portion | ​ | | [removed: 13,280] [added: 13,259] | ​ | | [removed: 9,594] [added: 13,280] |

| Deferred income taxes | ​ | | [removed: 1,407] [added: 1,806] | ​ | | [removed: 1,291] [added: 1,407] |

| Landfill and environmental remediation liabilities | ​ | | [removed: 1,930] [added: 2,222] | ​ | | [removed: 1,828] [added: 1,930] |

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Advanced Disposal Services, Inc., which is included in the 2020 consolidated financial statements of the Company and constituted approximately 10.6% of total consolidated assets, excluding goodwill, as of December 31, 2020, approximately 1.3% of total consolidated revenues and less than 1% of consolidated operating income, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Advanced Disposal Services, Inc.

| ​ | Acquisition of Advanced Disposal Services, Inc. – Valuation of Customer Relationship and Landfill rights/permits |

| _Description of the Matter_ | As described in Note 18 to the consolidated financial statements, during the year ended December 31, 2020, the Company completed the acquisition of Advanced Disposal Services, Inc. (“Advance Disposal”) for net consideration of $4.1 billion. The transaction was accounted for as a business combination. ​ Auditing the Company’s accounting for its acquisition of Advance Disposal was complex due to the significant estimation required by management in determining the fair value of the acquired customer relationships and landfill assets included within Other intangible assets and Property and equipment, respectively, in Note 18, both of which utilize prospective financial information. The Company valued the customer relationship asset using an income approach; specifically, the multi-period excess earnings model. The significant assumptions used to value customer relationships included, among others, the attrition rate, revenue growth rate, and discount rate. The Company valued the landfill assets using an income approach; specifically, a discounted cash flow model. The significant assumptions used to value landfill assets included, among others, the forecasted revenue and revenue growth (including forecasted waste volumes and rate per ton), discount rate, and forecasted capital expenditures. These assumptions are forward-looking and could be affected by future economic and market conditions. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the Advance Disposal acquisition. For example, we tested controls over the valuation of customer relationships and landfill assets, including management’s review of the valuation models, and underlying data and assumptions used to develop the estimated fair value of these assets. ​ To test the estimated fair value of the customer relationship and landfill assets, we performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the significant assumptions used to determine the valuation calculations, and testing the completeness and accuracy of the underlying data supporting the significant assumptions. We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by the management to determine the fair value estimates. Additionally, we performed sensitivity analyses of the identified significant assumptions and compared them, as applicable, to current industry and market trends, the assumptions used by the Company to value similar assets in other acquisitions, as well as historical results, among other procedures. |

| ​ | |

| Houston, Texas February 22, 2021 | ​ |

| Other receivables, net of allowance for doubtful accounts of $7 and $1, respectively | ​ | | 527 | ​ | | 370 |

| Depreciation and amortization | ​ | | 1,671 | ​ | | 1,574 | ​ | | 1,477 |

| Receivables | ​ | | (179) | ​ | | (53) | ​ | | (16) |

| Balance, December 31, 2020 | ​ | $ | 7,454 | ​ | 630,282 | ​ | $ | 6 | ​ | $ | 5,129 | ​ | $ | 11,159 | ​ | $ | 39 | | (207,481) | ​ | $ | (8,881) | ​ | $ | 2 |

On October 30, 2020, we acquired Advanced Disposal Services, Inc. (“Advanced Disposal”), the operations of which are presented in this report within our existing Solid Waste tiers.

Adoption of New Accounting Standards

On January 1, 2020, we adopted this ASU using the modified retrospective transition method.

consideration of a broader range of reasonable and supportable information to assess credit loss estimates.

We recognized a net $2 million after tax decrease to retained earnings as of January 1, 2020 for the cumulative impact of adopting the amended guidance.

_Guarantor Financial Information_ — In March 2020, the Securities and Exchange Commission (“SEC”) adopted final rules that simplify the disclosure requirements related to certain registered securities under SEC Regulation S-X, Rules 3-10 and 3-16, permitting registrants to provide certain alternative financial disclosures and non-financial disclosures in lieu of separate consolidating financial statements for subsidiary issuers and guarantors of registered debt securities (which we previously included within the notes to our financial statements included in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q) if certain conditions are met.

The disclosure requirements, as amended, are now located in newly-created Rules 13-01 and 13-02 of Regulation S-X and are generally effective for filings on or after January 4, 2021, with early adoption permitted.

We early adopted the new disclosure requirements effective as of April 1, 2020 and are providing the summarized financial information and related disclosures in Item 7.

_Management’s Discussion and Analysis of Financial Condition and Results of Operations_ (“Item 7”) in this Form 10-K.

_Amendments to and Modernization of Regulation S-K_ — In August and November 2020, the SEC adopted final amendments to Regulation S-K intended to (i) modernize the disclosure requirements related to the description of business, legal proceedings and risk factors (Items 101, 103 and 105) and (ii) simplify and enhance certain financial disclosure requirements (Items 301, 302(a) and 303).

Among other things, the amendments: (i) require registrants to include a description of human capital resources to the extent such disclosures would be material to an understanding of the registrant’s business (Item 101); (ii) increase the threshold for disclosure of governmental environmental proceedings from those reasonably likely to result in penalties in excess of $100,000 to $300,000 (Item 103); (iii) refine the risk factors disclosure to require disclosure of material risks and require that such risk factors be organized using sub-headings (Item 105); (iv) allow registrants to omit the table of selected quarterly financial data currently provided for each quarter of the two most recent fiscal years (Item 302(a)); (v) eliminates the table of selected financial data for each of its last five years required within annual reports (Item 301) and (vi) eliminate the requirement to present a contractual obligations table within Item 7 and instead describe known contractual and other obligations within liquidity and capital resources of Item 7 (Item 303).

We adopted the amended disclosure requirements for Item 101, Item 103 and Item 105 effective as of December 31, 2020, and the changes are reflected within Item 1, _Business_ and Item 1A.

_Risk Fact_ors.

The amended guidance for Item 301, Item 302(a) and Item 303 is required for all registrants beginning with their first fiscal year ending on or after August 9, 2021.

Registrants who have not currently filed their annual reports may early adopt the entire amended rule or Item 301 and Item 302(a) effective on February 10, 2021.

We have elected to early adopt the amendments to Item 301 and Item 302(a).

We are assessing the remaining provisions of this amended guidance and evaluating the impact on our consolidated financial statements.

doubtful accounts, represents the estimated net realizable value.

The following table reflects the activity in our allowance for doubtful accounts of trade receivables for the year ended December 31 (in millions):

| Balance as of January 1, | ​ | $ | 28 | ​ | $ | 29 |

| Additions charged to expense | ​ | | 51 | ​ | | 39 |

| Accounts written-off, net of recoveries | ​ | | (44) | ​ | | (43) |

Due to the adoption of ASU 2016-13, we recognized a $1 million pre-tax decrease to our allowance for doubtful accounts on trade receivables.

We determined that all of our trade receivables share similar risk characteristics.

We monitor our credit exposure on an ongoing basis and assess whether assets in the pool continue to display similar risk characteristics.

In January 2020, a novel strain of coronavirus (“COVID-19”) was declared a Public Health Emergency of International Concern and subsequently declared a global pandemic in March 2020.

Throughout the COVID-19 pandemic, the Company has proactively taken steps to put our employees’ and customers’ needs first and we continue to work with the appropriate regulatory agencies to ensure we can provide our essential waste services safely and efficiently.

With this in mind, during the first half of 2020 we extended payment terms and postponed collections and service discontinuation for customers who were negatively impacted by the COVID-19 pandemic.

These actions contributed to an increase in the aging of outstanding balances.

| --- | --- | --- |

​

| ​ | ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over the calculation of asset retirement obligations. Our audit procedures included, among others, testing the Company’s controls over the landfill asset retirement obligation estimation process and management’s review of the significant |

| _Description of the Matter_ | At December 31, 2019, environmental remediation liabilities totaled $240 million. As discussed in Note 3 of the financial statements, the Company performs a review of sites that require remediation and prepares cost estimates for the anticipated remedy using internal resources and, as needed, external resources (e.g., environmental engineers). The Company estimates the costs required to remediate sites based on: site-specific facts and circumstances; input from third party engineers or management’s judgment and experience in remediating their own and unrelated parties’ sites; and information available from regulatory agencies as to costs of remediation. The liability recorded by the Company represents its estimated share of the total obligation to remediate the site. The number of other potentially responsible parties (PRP’s) who may be liable for remediation of a specific site, their financial resources, and their relative degree of responsibility are used to determine the Company’s estimated share of the total obligation. Where the amount of an environmental remediation liability and the timing of the payments are fixed or reliably determinable, the forecasted cost is inflated until the expected time of payment and then discounted back to the present value. ​ Auditing environmental remediation liabilities is complex due to the highly judgmental nature of the assumptions used in the estimate. Significant judgment can be involved in determining whether the environmental liability is reasonably estimable. If the liability is determined to be reasonably estimable, significant assumptions used in the accounting for environmental remediation liabilities include: estimating the internal and external costs directly associated with site investigation and clean up, potential settlements with regulatory bodies or other affected parties, and legal and consultant fees; as well as determining the degree to which the remediation obligation is shared with other parties. ​ |

| _How We Addressed the Matter in Our Audit_ | We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over the calculation of environmental remediation liabilities. Our audit procedures included, among others, testing controls over management’s review of: the estimated costs to perform the remedial obligation, as provided by a regulatory agency or determined by a PRP group or internal engineers; the identification of PRPs and the Company’s assumptions regarding the degree of responsibility for the action; and management’s controls over the completeness and accuracy of the calculated remediation liability. ​ To test the environmental liabilities, we performed audit procedures that included, among others, assessing methodologies used by the Company and testing the significant assumptions discussed above, as well as the underlying costs and other estimates used by the Company in its development of these assumptions. We compared the significant assumptions used by management to historical data and trends, or to notifications or decisions from regulatory agencies or the PRP group specifying remedial plans of action required, as available. When appropriate to discount the liability, we evaluate the appropriateness of the discount rate and inflation rate utilized and the accuracy of the computation. We also involve EY engineering specialists to assist us with evaluating the completeness of the Company’s environmental liabilities. |

WASTE MANAGEMENT, INC.

| Other receivables | ​ | | 370 | ​ | | 344 |

| Receivables | ​ | | (53) | ​ | | (16) | ​ | | (271) |

| Balance, December 31, 2016 | ​ | $ | 5,320 | ​ | 630,282 | ​ | $ | 6 | ​ | $ | 4,850 | ​ | $ | 7,388 | ​ | $ | (80) | | (190,967) | ​ | $ | (6,867) | ​ | $ | 23 |

The impact of adopting the amended guidance primarily relates to the recognition of lease assets and lease liabilities on the balance sheet for all leases previously classified as operating leases.

We recognized $385 million of right-of-use assets and $385 million of related lease liabilities as of January 1, 2019 for our contracts that are classified as operating leases.

Leases with an initial term of 12 months or less have not been recorded on the balance sheet.

Our accounting for financing leases, which were formerly referred to as capital leases, remained substantially unchanged.

There were no other material impacts on our consolidated financial statements.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The cumulative effect will be recognized as an adjustment to retained earnings upon adoption.

We are in the process of updating our business processes and related policies, systems and controls to support recognition and disclosure under the new standard.

The amended guidance is effective for the Company on January 1, 2020 and will not have a material impact on our consolidated financial statements.

Each

The activity within our allowance for doubtful accounts was not material for the reported periods.

interest, on-site road construction and other capital infrastructure costs.

| Risk-free discount rate applied to environmental remediation liabilities and recovery assets | ​ | | 1.75 | % | | 2.75 | % | | 2.5 | % |

We include capitalized costs associated with developing or obtaining internal-use software within furniture, fixtures and office equipment.

operating leases will be renewed, replaced by other leases, or replaced with fixed asset expenditures.

Covenants

conditions that generally affect our business.

transporting and disposing of the solid waste at a disposal site.

customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.

During 2018, we had $250 million of non-cash financing activities from a federal low-income housing investment and new financing leases.

During 2017, we did not have any

significant non-cash investing and financing activities.

| ​ | | $ | 1,855 | ​ | $ | 240 | ​ | $ | 2,095 | ​ | $ | 1,760 | ​ | $ | 237 | ​ | $ | 1,997 |

| December 31, 2018 | ​ | $ | 1,760 | ​ | $ | 237 |

| (a) | The amount reported for our landfill liabilities includes revisions in estimates resulting primarily from changes in the timing and amount of costs as well as changes in estimates of remaining airspace. |

| ​ | ​ | | 31,550 | ​ | | 30,206 |

The $102 million increase in goodwill during 2019 is primarily related to acquisitions partially offset by impairment charges, which are discussed below, and translation adjustments related to our Canadian operations.

As a result of our annual impairment test performed in the fourth quarter of 2019, we recorded goodwill impairment charges of $27 million, of which $17 million related to our EES organization and $10 million related to our LampTracker® reporting unit, because the carrying value including goodwill exceeded the estimated fair value.

Fair value was estimated using an income approach based on long-term projected discounted future cash flows of the reporting unit (Level 3).

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of December 31, [removed: 2019] [added: 2020] (the end of the period covered by this Annual Report on Form 10-K).

Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] based on the Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

Management, together with our CEO and CFO, evaluated the changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019.][added: 2020.]

We determined that there were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

On October 30, 2020, we consummated our acquisition of Advanced Disposal Services, Inc. (“Advanced Disposal”).

As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of Advanced Disposal, which are included in our consolidated financial statements as of December 31, 2020 and for the period from the acquisition date through December 31, 2020.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Advanced Disposal into our internal control over financial reporting program within the time period provided by applicable SEC rules and regulations.

The assets, excluding goodwill, of the acquired operations of Advanced Disposal constituted approximately 10.6% of our total consolidated assets as of December 31, 2020.

Operating results of the acquired operations of Advanced Disposal comprised approximately 1.3% of our total consolidated revenues and less than 1% our consolidated operating income for the year ended December 31, 2020.

Based on the results of its evaluation, which excluded assessments of the internal control of the acquired operations of Advanced Disposal, management believes that as of December 31, 2020, our internal control over financial reporting is effective based on those criteria.

On October 30, 2020, we consummated our acquisition of Advanced Disposal Services, Inc. (“Advanced Disposal”).

As permitted by the SEC rules and regulations, management's assessment did not include the internal controls of the acquired operations of Advanced Disposal, which are included in our consolidated financial statements as of December 31, 2020 and for the period from the acquisition date through December 31, 2020.

In accordance with our integration efforts, we plan to incorporate the acquired operations of Advanced Disposal into our internal control over financial reporting program within the time period provided by applicable SEC rules and regulations.

The assets, excluding goodwill, of the acquired operations of Advanced Disposal constituted approximately 10.6% of our total consolidated assets as of December 31, 2020.

Operating results of the acquired operations of Advanced Disposal comprised approximately 1.3% of our total consolidated revenues and less than 1% of our consolidated operating income for the year ended December 31, 2020.

The information required by this Item is incorporated by reference to the sections entitled “Board of [removed: Directors,” “Delinquent Section 16(a) Reports,”] [added: Directors”] and “Executive [removed: Officers,”] [added: Officers”] in the Company’s definitive Proxy Statement for its [removed: 2020] [added: 2021] Annual Meeting of Stockholders (the “Proxy Statement”), to be held May [removed: 12, 2020.][added: 11, 2021.]

Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018][added: 2019]

Consolidated Statements of Operations for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

Consolidated Statements of Changes in Equity for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

| 3.2 | — | [Amended and Restated By-laws of Waste Management, Inc. \[incorporated by reference to Exhibit 3.2 to Form 8-K dated November [removed: 19, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000110465919065833/tm1923428d1_ex3-2.htm)] [added: 17, 2020\].](https://www.sec.gov/Archives/edgar/data/823768/000110465920126928/tm2036284d1_ex3-2.htm)] |

| [removed: 4.6] [added: 4.8*] | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 [removed: by and between Waste Management, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee,] establishing the terms and form of [removed: Waste Management, Inc.’s 4.150%] [added: the 0.750%] Senior Notes due [removed: 2049 \[incorporated by reference to Exhibit 4.5 to Form 10-Q for the quarter ended June 30, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000155837019006306/wm-20190630ex451df486a.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d8.htm)] |

| [removed: 4.7] [added: 4.9*] | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of [removed: Waste Management, Inc.’s 4.150%] [added: the 0.750%] Senior Notes due [removed: 2049 \[incorporated by reference to Exhibit 4.10 to Form 10-Q for the quarter ended June 30, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000155837019006306/wm-20190630ex410c32e50.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d9.htm)] |

| [removed: 4.8*] [added: 4.7*] | — | [Schedule of Officers’ Certificates delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of Waste Management, Inc.’s Senior Notes. Waste Management and its subsidiaries are parties to debt instruments that have not been filed with the SEC under which the total amount of securities authorized under any single instrument does not exceed 10% of the total assets of Waste Management and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Waste Management agrees to furnish a copy of such instruments to the SEC upon [removed: request.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-4d8.htm)] [added: request.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d7.htm)] |

| [removed: 4.9*] [added: 4.6] | — | [Description of Waste Management, Inc.’s Common [removed: Stock.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-4d9.htm)] [added: Stock \[incorporated by reference to Exhibit 4.9 to Form 10-K for the year ended December 31, 2019\].](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-4d9.htm)] |

| [removed: 10.2†] [added: 10.3†] | — | [2009 Stock Incentive Plan \[incorporated by reference to Appendix B to the Proxy Statement on Schedule 14A filed March 25, [removed: 2009\].](http://www.sec.gov/Archives/edgar/data/823768/000119312509062520/ddef14a.htm)] [added: 2009\].](https://www.sec.gov/Archives/edgar/data/823768/000119312509062520/ddef14a.htm)] |

| [removed: 10.3†] [added: 10.4†] | — | [2005 Annual Incentive Plan \[incorporated by reference to Appendix D to the Proxy Statement on Schedule 14A filed April 8, [removed: 2004\].](http://www.sec.gov/Archives/edgar/data/823768/000119312504059008/ddef14a.htm)] [added: 2004\].](https://www.sec.gov/Archives/edgar/data/823768/000119312504059008/ddef14a.htm)] |

| [removed: 10.4†] [added: 10.5†] | — | [Waste Management, Inc. Employee Stock Purchase Plan [added: (As Amended and Restated effective May 12, 2020)] \[incorporated by reference to Exhibit 10.1 to Form 8-K dated May [removed: 15, 2015\].](http://www.sec.gov/Archives/edgar/data/823768/000119312515189377/d926999dex101.htm)] [added: 12, 2020\].](https://www.sec.gov/Archives/edgar/data/823768/000110465920062449/tm2018602d2_ex10-1.htm)] |

| [removed: 10.16] [added: 10.16†] | — | [Form of [removed: 2017] [added: 2018 Long Term Incentive Compensation Award Agreement for] Senior Leadership Team [removed: Award Agreement] \[incorporated by reference to Exhibit 10.1 to Form 8-K dated February [removed: 27, 2017\].](http://www.sec.gov/Archives/edgar/data/823768/000119312517069837/d350228dex101.htm)] [added: 19, 2018\].](https://www.sec.gov/Archives/edgar/data/823768/000110465918011700/a18-6740_1ex10d1.htm)] |

| 10.17† | — | [Form of [removed: 2017] [added: 2019] Long Term Incentive Compensation Award Agreement [removed: (Mid-Year Award)] [added: for Senior Leadership Team] \[incorporated by reference to Exhibit [removed: 10.37] [added: 10.1] to Form [removed: 10-K for the year ended December 31, 2017\].](http://www.sec.gov/Archives/edgar/data/823768/000155837018000716/wm-20171231ex1037b83f8.htm)] [added: 8-K dated February 19, 2019\].](https://www.sec.gov/Archives/edgar/data/823768/000110465920024590/tm207498d2_ex10-1.htm)] |

| 10.18† | — | [Form of [removed: 2018] [added: 2020 Long Term Incentive Compensation Award Agreement for] Senior Leadership Team [removed: Award Agreement] \[incorporated by reference to Exhibit 10.1 to Form 8-K dated February 19, [removed: 2018\].](http://www.sec.gov/Archives/edgar/data/823768/000110465918011700/a18-6740_1ex10d1.htm)] [added: 2020\].](https://www.sec.gov/ix?doc=/Archives/edgar/data/823768/000110465920024590/tm207498-2_8k.htm)] |

| 21.1* | — | [Subsidiaries of the [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-21d1.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex21d1.htm)] |

| 23.1* | — | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex23d1.htm)] |

| 31.1* | — | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, of James C. Fish, Jr., President and Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-31d1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex31d1.htm)] |

| 31.2* | — | [Certification Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, of Devina A. Rankin, [removed: Senior] [added: Executive] Vice President and Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-31d2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex31d2.htm)] |

| 32.1 | — | [Certification Pursuant to 18 U.S.C. §1350 of James C. Fish, Jr., President and Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-32d1.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex32d1.htm)] |

| 32.2 | — | [Certification Pursuant to 18 U.S.C. §1350 of Devina A. Rankin, [removed: Senior] [added: Executive] Vice President and Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-32d2.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex32d2.htm)] |

| 95* | — | [Mine Safety [removed: Disclosures.](https://www.sec.gov/Archives/edgar/data/823768/000155837020000762/ex-95.htm)] [added: Disclosures.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex95.htm)] |

| 4.10* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 1.150% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d10.htm) |

| 4.11* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 1.150% Senior Notes due 2028.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d11.htm) |

| 4.12* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 1.500% Senior Notes due 2031.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d12.htm) |

| 4.13* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 1.500% Senior Notes due 2031.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d13.htm) |

| 4.14* | — | [Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 establishing the terms and form of the 2.500% Senior Notes due 2050.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d14.htm) |

| 4.15* | — | [Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of the 2.500% Senior Notes due 2050.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex4d15.htm) |

| 10.2† | — | [First Amendment to 2014 Stock Incentive Plan \[incorporated by reference to Exhibit 10.2 to Form 8 K dated May 12, 2020\].](https://www.sec.gov/Archives/edgar/data/823768/000110465920062449/tm2018602d2_ex10-2.htm) |

| 22.1* | — | [Guarantor Subsidiary.](https://www.sec.gov/Archives/edgar/data/823768/000155837021001348/wm-20201231xex22d1.htm) |

| 2.1 | — | [Agreement and Plan of Merger dated April 14, 2019 by and among WM, Everglades Merger Sub Inc., and Advanced Disposal Services, Inc. \[incorporated by reference to Exhibit 2.1 to Form 8-K filed April 15, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000110465919021340/a19-8354_1ex2d1.htm) |

| 2.2 | — | [Voting Agreement dated April 14, 2019 by and between WM and Canada Pension Plan Investment Board \[incorporated by reference to Exhibit 2.2 to Form 8-K filed April 15, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000110465919021340/a19-8354_1ex2d2.htm) |

| 10.5† | — | [First Amendment to Waste Management, Inc. Employee Stock Purchase Plan effective as of July 1, 2015 \[incorporated by reference to Exhibit 10.5 to Form 10-K for the year ended December 31, 2015\].](http://www.sec.gov/Archives/edgar/data/823768/000119312516467957/d83265dex105.htm) |

| 10.19 | — | [Form of 2019 Senior Leadership Team Award Agreement \[incorporated by reference to Exhibit 10.1 to Form 8-K dated February 19, 2019\].](http://www.sec.gov/Archives/edgar/data/823768/000110465919010295/a19-5282_1ex10d1.htm) |

Date: February [removed: 13, 2020][added: 22, 2021]

| /s/ JAMES C. FISH, JR. | ​ | President, Chief Executive Officer and Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ DEVINA A. RANKIN | ​ | [removed: Senior] [added: Executive] Vice President and | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ LESLIE K. NAGY | ​ | Vice President and Chief Accounting Officer | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ FRANK M. CLARK, JR. | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ ANDRÉS R. GLUSKI | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ VICTORIA M. HOLT | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ KATHLEEN M. MAZZARELLA | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ WILLIAM B. PLUMMER | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ JOHN C. POPE | ​ | Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| /s/ THOMAS H. WEIDEMEYER | ​ | Chairman of the Board and Director | ​ | February [removed: 13, 2020] [added: 22, 2021] |

| ​ | ​ | ​ | ​ | ​ |

| /s/ PARTICK W. GROSS | ​ | Director | ​ | February 13, 2020 |

| Patrick W. Gross | ​ | ​ | ​ | ​ |