Cover and table of contents

8K characters. Original on sec.gov · Markdown

Cover and table of contents

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

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(Mark One)

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☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

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For the fiscal year ended December 31**, 2022**

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OR

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

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For the transition period from to

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Commission file number 1-12154

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Waste Management, Inc**.**

(Exact name of registrant as specified in its charter)

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Delaware73-1309529
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
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800 Capitol Street Suite 3000​
Houston**,** Texas77002
(Address of principal executive offices)(Zip code)

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Registrant’s telephone number, including area code:

(713) 512-6200

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Securities registered pursuant to Section 12(b) of the Act:

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Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common Stock, $0.01 par valueWMNew York Stock Exchange

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☑ No ◻

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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ◻ No ☑

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ◻

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulations S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☑ No ◻

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer ☑Accelerated filer ◻
Non-accelerated filer ◻Smaller reporting company ☐
Emerging growth company ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

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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. ☑

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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ◻

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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ◻

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

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The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2022 was approximately $63.1 billion. The aggregate market value was computed by using the closing price of the common stock as of that date on the New York Stock Exchange (“NYSE”). (For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates.)

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The number of shares of Common Stock, $0.01 par value, of the registrant outstanding as of January 31, 2023 was 408,152,162 (excluding treasury shares of 222,130,299).

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DOCUMENTS INCORPORATED BY REFERENCE

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DocumentIncorporated as to
Proxy Statement for the 2023 Annual Meeting of Stockholders​Part III

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TABLE OF CONTENTS

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​​Page
​PART I​
Item 1.Business3
Item 1A.Risk Factors18
Item 1B.Unresolved Staff Comments33
Item 2.Properties33
Item 3.Legal Proceedings33
Item 4.Mine Safety Disclosures33
​PART II​
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities33
Item 6.[Reserved]35
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35
Item 7A.Quantitative and Qualitative Disclosures About Market Risk65
Item 8.Financial Statements and Supplementary Data67
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure125
Item 9A.Controls and Procedures125
Item 9B.Other Information126
​PART III​
Item 10.Directors, Executive Officers and Corporate Governance126
Item 11.Executive Compensation126
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters126
Item 13.Certain Relationships and Related Transactions, and Director Independence126
Item 14.Principal Accounting Fees and Services126
​PART IV​
Item 15.Exhibits127
Item 16.Form 10-K Summary129

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PART I

Next: Item 1. Business.