wm_Current_Folio_10Q

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

(Mark One)

 

 

 

 

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

 

 

 

For the Quarterly Period Ended June 30, 2018

 

 

or

 

 

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

 

 

 

For the transition period from              to

 

 

Commission file number 1-12154

 

Waste Management, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

73-1309529

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

 

1001 Fannin Street

Houston, Texas 77002

(Address of principal executive offices)

 

(713) 512-6200

(Registrant’s telephone number, including area code)

 

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 

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   No 

 

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.

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if a smaller reporting company)

Smaller reporting company

Emerging growth company

 

 

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.

 

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

 

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at July 20, 2018 was 428,716,960 (excluding treasury shares of 201,565,501).

 

 

 


 

PART I.

Item 1.    Financial Statements.

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Par Value Amounts)

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

    

2018

    

2017

 

 

(Unaudited)

 

 

 

ASSETS

Current assets:

 

 

 

 

 

  

Cash and cash equivalents

 

$

47

 

$

22

Accounts receivable, net of allowance for doubtful accounts of $24 and $21, respectively

 

 

1,838

 

 

1,805

Other receivables

 

 

351

 

 

569

Parts and supplies

 

 

100

 

 

96

Other assets

 

 

135

 

 

132

Total current assets

 

 

2,471

 

 

2,624

Property and equipment, net of accumulated depreciation and amortization of $18,050 and $17,704, respectively

 

 

11,625

 

 

11,559

Goodwill

 

 

6,346

 

 

6,247

Other intangible assets, net

 

 

553

 

 

547

Restricted trust and escrow accounts

 

 

419

 

 

319

Investments in unconsolidated entities

 

 

254

 

 

269

Other assets

 

 

346

 

 

264

Total assets

 

$

22,014

 

$

21,829

LIABILITIES AND EQUITY

Current liabilities:

 

 

  

 

 

  

Accounts payable

 

$

829

 

$

1,040

Accrued liabilities

 

 

1,131

 

 

980

Deferred revenues

 

 

517

 

 

503

Current portion of long-term debt

 

 

828

 

 

739

Total current liabilities

 

 

3,305

 

 

3,262

Long-term debt, less current portion

 

 

8,968

 

 

8,752

Deferred income taxes

 

 

1,250

 

 

1,248

Landfill and environmental remediation liabilities

 

 

1,810

 

 

1,770

Other liabilities

 

 

625

 

 

755

Total liabilities

 

 

15,958

 

 

15,787

Commitments and contingencies

 

 

  

 

 

  

Equity:

 

 

  

 

 

  

Waste Management, Inc. stockholders’ equity:

 

 

  

 

 

  

Common stock, $0.01 par value; 1,500,000,000 shares authorized; 630,282,461 shares issued

 

 

 6

 

 

 6

Additional paid-in capital

 

 

4,935

 

 

4,933

Retained earnings

 

 

9,166

 

 

8,588

Accumulated other comprehensive income (loss)

 

 

(49)

 

 

 8

Treasury stock at cost, 201,905,532 and 196,963,558 shares, respectively

 

 

(8,004)

 

 

(7,516)

Total Waste Management, Inc. stockholders’ equity

 

 

6,054

 

 

6,019

Noncontrolling interests

 

 

 2

 

 

23

Total equity

 

 

6,056

 

 

6,042

Total liabilities and equity

 

$

22,014

 

$

21,829

 

See Notes to Condensed Consolidated Financial Statements.

2


 

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Millions, Except per Share Amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30, 

 

June 30, 

 

    

2018

    

2017

    

2018

    

2017

Operating revenues

 

$

3,739

 

$

3,677

 

$

7,250

 

$

7,117

Costs and expenses:

 

 

  

 

 

 

 

 

  

 

 

 

Operating

 

 

2,313

 

 

2,290

 

 

4,497

 

 

4,456

Selling, general and administrative

 

 

365

 

 

353

 

 

738

 

 

743

Depreciation and amortization

 

 

384

 

 

356

 

 

731

 

 

684

Restructuring

 

 

 1

 

 

 1

 

 

 3

 

 

 2

(Gain) loss from divestitures, asset impairments and unusual items, net

 

 

(39)

 

 

 4

 

 

(42)

 

 

 1

 

 

 

3,024

 

 

3,004

 

 

5,927

 

 

5,886

Income from operations

 

 

715

 

 

673

 

 

1,323

 

 

1,231

Other income (expense):

 

 

  

 

 

 

 

 

  

 

 

 

Interest expense, net

 

 

(93)

 

 

(90)

 

 

(184)

 

 

(182)

Equity in net losses of unconsolidated entities

 

 

(13)

 

 

(13)

 

 

(20)

 

 

(45)

Other, net

 

 

 —

 

 

 

 

 1

 

 

 —

 

 

 

(106)

 

 

(103)

 

 

(203)

 

 

(227)

Income before income taxes

 

 

609

 

 

570

 

 

1,120

 

 

1,004

Income tax expense

 

 

110

 

 

209

 

 

226

 

 

346

Consolidated net income

 

 

499

 

 

361

 

 

894

 

 

658

Less: Net loss attributable to noncontrolling interests

 

 

 —

 

 

(1)

 

 

(1)

 

 

(2)

Net income attributable to Waste Management, Inc.

 

$

499

 

$

362

 

$

895

 

$

660

Basic earnings per common share

 

$

1.16

 

$

0.82

 

$

2.07

 

$

1.49

Diluted earnings per common share

 

$

1.15

 

$

0.81

 

$

2.06

 

$

1.49

Cash dividends declared per common share

 

$

0.465

 

$

0.425

 

$

0.93

 

$

0.85

 

 

 

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In Millions)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30, 

 

June 30, 

 

    

2018

    

2017

    

2018

    

2017

Consolidated net income

 

$

499

 

$

361

 

$

894

 

$

658

Other comprehensive income (loss), net of tax:

 

 

  

 

 

  

 

 

  

 

 

  

Derivative instruments, net

 

 

 2

 

 

 2

 

 

 4

 

 

 4

Available-for-sale securities, net

 

 

 —

 

 

 1

 

 

(1)

 

 

 2

Foreign currency translation adjustments

 

 

(23)

 

 

30

 

 

(55)

 

 

40

Post-retirement benefit obligation, net

 

 

 —

 

 

 —

 

 

 —

 

 

 1

Other comprehensive income (loss), net of tax

 

 

(21)

 

 

33

 

 

(52)

 

 

47

Comprehensive income

 

 

478

 

 

394

 

 

842

 

 

705

Less: Comprehensive loss attributable to noncontrolling interests

 

 

 —

 

 

(1)

 

 

(1)

 

 

(2)

Comprehensive income attributable to Waste Management, Inc.

 

$

478

 

$

395

 

$

843

 

$

707

 

See Notes to Condensed Consolidated Financial Statements.

3


 

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Millions)

(Unaudited)

 

 

 

 

 

 

 

 

 

Six Months Ended

 

 

June 30, 

 

    

2018

    

2017

Cash flows from operating activities:

 

 

  

 

 

  

Consolidated net income

 

$

894

 

$

658

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

 

 

  

 

 

  

Depreciation and amortization

 

 

731

 

 

684

Deferred income tax benefit

 

 

(21)

 

 

(3)

Interest accretion on landfill liabilities

 

 

47

 

 

45

Provision for bad debts

 

 

22

 

 

21

Equity-based compensation expense

 

 

41

 

 

54

Net gain on disposal of assets

 

 

(10)

 

 

(5)

(Gain) loss from divestitures, asset impairments and other, net

 

 

(42)

 

 

29

Equity in net losses of unconsolidated entities, net of dividends

 

 

20

 

 

17

Change in operating assets and liabilities, net of effects of acquisitions and divestitures:

 

 

  

 

 

  

Receivables

 

 

202

 

 

43

Other current assets

 

 

(9)

 

 

(3)

Other assets

 

 

(2)

 

 

(5)

Accounts payable and accrued liabilities

 

 

31

 

 

32

Deferred revenues and other liabilities

 

 

(120)

 

 

(32)

Net cash provided by operating activities

 

 

1,784

 

 

1,535

Cash flows from investing activities:

 

 

  

 

 

  

Acquisitions of businesses, net of cash acquired

 

 

(263)

 

 

(49)

Capital expenditures

 

 

(836)

 

 

(631)

Proceeds from divestitures of businesses and other assets (net of cash divested)

 

 

96

 

 

13

Other, net

 

 

(7)

 

 

(6)

Net cash used in investing activities

 

 

(1,010)

 

 

(673)

Cash flows from financing activities:

 

 

  

 

 

  

New borrowings

 

 

83

 

 

86

Debt repayments

 

 

(196)

 

 

(627)

Net commercial paper borrowings

 

 

443

 

 

253

Common stock repurchase program

 

 

(550)

 

 

(250)

Cash dividends

 

 

(406)

 

 

(381)

Exercise of common stock options

 

 

33

 

 

86

Tax payments associated with equity-based compensation transactions

 

 

(28)

 

 

(47)

Other, net

 

 

(26)

 

 

21

Net cash used in financing activities

 

 

(647)

 

 

(859)

Effect of exchange rate changes on cash, cash equivalents and restricted cash and cash equivalents

 

 

(1)

 

 

 —

Increase in cash, cash equivalents and restricted cash and cash equivalents

 

 

126

 

 

 3

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period

 

 

293

 

 

94

Cash, cash equivalents and restricted cash and cash equivalents at end of period

 

$

419

 

$

97

 

 

 

 

 

 

 

Reconciliation of cash, cash equivalents and restricted cash and cash equivalents at end of period:

Cash and cash equivalents

 

$

47

 

$

32

Restricted cash and cash equivalents included in restricted trust and escrow accounts

 

 

372

 

 

65

Cash, cash equivalents and restricted cash and cash equivalents at end of period

 

$

419

 

$

97

 

See Notes to Condensed Consolidated Financial Statements.

 

4


 

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(In Millions, Except Shares in Thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Waste Management, Inc. Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Paid-In

 

Retained

 

Comprehensive

 

Treasury Stock

 

Noncontrolling

 

  

Total

  

Shares

  

Amounts

  

Capital

  

Earnings

  

Income (Loss)

  

Shares

  

Amounts

  

Interests

Balance, December 31, 2017

 

$

6,042

 

630,282

 

$

 6

 

$

4,933

 

$

8,588

 

$

 8

 

(196,964)

 

$

(7,516)

 

$

23

Adoption of new accounting standards

 

 

80

 

 —

 

 

 —

 

 

 —

 

 

85

 

 

(5)

 

 —

 

 

 —

 

 

 —

Consolidated net income

 

 

894

 

 —

 

 

 —

 

 

 —

 

 

895

 

 

 —

 

 —

 

 

 —

 

 

(1)

Other comprehensive income (loss), net of tax

 

 

(52)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

(52)

 

 —

 

 

 —

 

 

 —

Cash dividends

 

 

(406)

 

 —

 

 

 —

 

 

 —

 

 

(406)

 

 

 —

 

 —

 

 

 —

 

 

 —

Equity-based compensation transactions, net

 

 

68

 

 —

 

 

 —

 

 

 2

 

 

 4

 

 

 —

 

1,624

 

 

62

 

 

 —

Common stock repurchase program

 

 

(550)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

(6,568)

 

 

(550)

 

 

 —

Divestiture of noncontrolling interest

 

 

(19)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(19)

Other, net

 

 

(1)

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 2

 

 

 —

 

 

(1)

Balance, June 30, 2018

 

$

6,056

 

630,282

 

$

 6

 

$

4,935

 

$

9,166

 

$

(49)

 

(201,906)

 

$

(8,004)

 

$

 2

 

See Notes to Condensed Consolidated Financial Statements.

 

 

5


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    Basis of Presentation

The financial statements presented in this report represent the consolidation of Waste Management, Inc., a Delaware corporation; its wholly-owned and majority-owned subsidiaries; and certain variable interest entities for which Waste Management, Inc. or its subsidiaries are the primary beneficiaries as described in Note 13. Waste Management, Inc. is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WM,” we are referring only to Waste Management, Inc., the parent holding company.

We are North America’s leading provider of comprehensive waste management environmental services. We partner with our residential, commercial, industrial and municipal customers and the communities we serve to manage and reduce waste at each stage from collection to disposal, while recovering valuable resources and creating clean, renewable energy. Our “Solid Waste” business is operated and managed locally by our subsidiaries that focus on distinct geographic areas and provides collection, transfer, disposal, and recycling and resource recovery services. Through our subsidiaries, we are also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States (“U.S.”).

We evaluate, oversee and manage the financial performance of our Solid Waste business subsidiaries through our 17 Areas. We also provide additional services that are not managed through our Solid Waste business, which are presented in this report as “Other.” Additional information related to our segments is included in Note 8.

The Condensed Consolidated Financial Statements as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017 are unaudited. In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, comprehensive income, cash flows, and changes in equity for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in conjunction with the financial statements included in our Annual Report on Form 10‑K for the year ended December 31, 2017.

In preparing our financial statements, we make numerous estimates and assumptions that affect the accounting for and recognition and disclosure of assets, liabilities, equity, revenues and expenses. We must make these estimates and assumptions because certain information that we use is dependent on future events, cannot be calculated with precision from available data or simply cannot be calculated. In some cases, these estimates are difficult to determine, and we must exercise significant judgment. In preparing our financial statements, the most difficult, subjective and complex estimates and the assumptions that present the greatest amount of uncertainty relate to our accounting for landfills, environmental remediation liabilities, long-lived asset impairments and reserves associated with our insured and self-insured claims. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

Adoption of New Accounting Standards

Revenue Recognition — In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 associated with revenue recognition. On January 1, 2018, we adopted ASU 2014-09 using the modified retrospective approach for all ongoing customer contracts. Our results of operations for the reported periods after January 1, 2018 are presented under this amended guidance, while prior period amounts are not adjusted and continue to be reported in accordance with historical accounting guidance.

 

The impact of adopting the amended guidance primarily relates to (i) the deferral of certain sales incentives, which previously were expensed as incurred, but under the new guidance are capitalized as other assets and amortized to selling,

6


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

general and administrative expenses over the expected life of the customer relationship and (ii) the recognition of certain consideration payable to our customers as a reduction in operating revenues, which under historical guidance was recorded as operating expenses. We recognized a net $80 million increase to our retained earnings as of January 1, 2018 for the cumulative impact of adopting the amended guidance associated with the capitalization of sales incentives as contract acquisition costs consisting of a $108 million asset and a related $28 million deferred tax liability. There were no material impacts on our consolidated financial statements, which include these changes, as a result of our adoption of this amended guidance.

For contracts with an effective term greater than one year, we applied the standard’s practical expedient that permits the exclusion of unsatisfied performance obligations as our right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations. We also applied the standard’s optional exemption for performance obligations related to contracts that have an original expected duration of one year or less. See Note 4 for additional information and disclosures related to this amended guidance.

Financial Instruments — In January 2016, the FASB issued ASU 2016‑01 associated with the recognition and measurement of financial assets and liabilities with further clarifications made in February 2018 with the issuance of ASU 2018-03. The amended guidance requires certain equity investments that are not consolidated and not accounted for under the equity method to be measured at fair value with changes in fair value recognized in net income rather than as a component of accumulated other comprehensive income (loss). It further states that an entity may choose to measure equity investments that do not have readily determinable fair values using a quantitative approach, or measurement alternative, which is equal to its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. The Company adopted this amended guidance on January 1, 2018 using a prospective transition approach, which did not have an impact on our consolidated financial statements.

We concluded that all equity investments within the scope of ASU 2016-01, which primarily relate to equity securities previously accounted for under the cost method, do not have readily determinable fair values. Accordingly, the value of these investments beginning January 1, 2018 has been measured using a quantitative approach, or the measurement alternative, as noted above. As of June 30, 2018, the carrying amount of our investments without readily determinable fair values was $84 million. During the three and six months ended June 30, 2018, we did not recognize any impairments or other adjustments.

Statement of Cash Flows — In August 2016, the FASB issued ASU 2016‑15 associated with the classification of certain cash receipts and cash payments in the statement of cash flows. In November 2016, the FASB issued ASU 2016‑18 associated with the presentation of restricted cash and cash equivalents in the statement of cash flows. The objective of the amended guidance was to reduce existing diversity in practice. This amended guidance was retrospectively adopted on January 1, 2018 and required the following disclosures and changes to the presentation of our financial statements:

·

Cash, cash equivalents and restricted cash and cash equivalents reported on the Condensed Consolidated Statements of Cash Flows now includes restricted cash and cash equivalents of $62 million, $65 million and $271 million as of December 31, 2016, June 30, 2017 and December 31, 2017, respectively, in restricted trust and escrow accounts in our Condensed Consolidated Balance Sheets as well as previously reported cash and cash equivalents.

·

Cash payments made within 120 days of the acquisition date of a business combination to settle a contingent consideration liability are classified as cash outflows from investing activities. Thereafter, cash payments up to the amount of the contingent consideration liability recognized at the acquisition date (including measurement-period adjustments) are classified as cash outflows from financing activities and any excess is classified as cash outflows from operating activities. The adoption of this amended guidance did not have a material impact on our Condensed Consolidated Statements of Cash Flows.

7


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our restricted cash and cash equivalents generally consist of funds deposited into specific accounts for purposes of funding insurance claims and demonstrating our ability to meet our landfill final capping, closure, post-closure and environmental remediation obligations.

Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income — In February 2018, the FASB issued ASU 2018-02 associated with the reclassification of certain tax effects from accumulated other comprehensive income (loss). This amended guidance allows a reclassification from accumulated other comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (the “Act”) which was signed into law on December 22, 2017. We early adopted this amended guidance on January 1, 2018, and as a result, elected to reclassify $5 million of stranded tax effects from accumulated other comprehensive income (loss) to retained earnings using a specific identification approach. See Note 10 for additional disclosures related to this amended guidance.

Income Taxes — In March 2018, the FASB issued ASU 2018-05 associated with the accounting and disclosures around the enactment of the Act and the Securities and Exchange Commission’s Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which the Company has adopted. See Note 5 for the disclosures related to this amended guidance.

New Accounting Standards Pending Adoption

Financial Instrument Credit Losses — In June 2016, the FASB issued ASU 2016‑13 associated with the measurement of credit losses on financial instruments. The amended guidance replaces the current incurred loss impairment methodology of recognizing credit losses when a loss is probable, with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to assess credit loss estimates. The amended guidance is effective for the Company on January 1, 2020, with early adoption permitted beginning January 1, 2019. We are assessing the provisions of this amended guidance and evaluating the impact on our consolidated financial statements.

Leases — In February 2016, the FASB issued ASU 2016‑02 associated with lease accounting. There have been further amendments, including practical expedients, with the issuance of ASU 2018-01 in January 2018. The amended guidance requires the recognition of lease assets and lease liabilities on the balance sheet for those leases with terms in excess of 12 months and currently classified as operating leases. Disclosure of key information about leasing arrangements will also be required. The amended guidance is effective for the Company on January 1, 2019. We are assessing the provisions of this amended guidance and we have (i) formed an implementation work team; (ii) performed training for the various organizations that will be most affected by the new standard; (iii) acquired a software solution to manage and account for leases under the new standard and (iv) identified our initial lease population that will be impacted by the new standard. We are evaluating the impact of this amended guidance on our consolidated financial statements.

Reclassifications

When necessary, reclassifications have been made to our prior period financial information to conform to the current year presentation.

8


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2.    Landfill and Environmental Remediation Liabilities

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2018

 

December 31, 2017

 

 

 

 

 

Environmental

 

 

 

 

 

 

 

Environmental

 

 

 

 

    

Landfill

    

Remediation

    

Total

    

Landfill

    

Remediation

    

Total

Current (in accrued liabilities)

 

$

130

 

$

28

 

$

158

 

$

128

 

$

28

 

$

156

Long-term

 

 

1,589

 

 

221

 

 

1,810

  

 

1,547

 

 

223

 

 

1,770

 

 

$

1,719

 

$

249

 

$

1,968

 

$

1,675

 

$

251

 

$

1,926

 

The changes to landfill and environmental remediation liabilities for the six months ended June 30, 2018 are reflected in the table below (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

Environmental

 

    

Landfill

    

Remediation

December 31, 2017

 

$

1,675

 

$

251

Obligations incurred and capitalized

 

 

41

  

 

 —

Obligations settled

 

 

(45)

  

 

(10)

Interest accretion

 

 

47

  

 

 2

Revisions in estimates and interest rate assumptions

 

 

(7)

  

 

 6

Acquisitions, divestitures and other adjustments

 

 

 8

  

 

 —

June 30, 2018

 

$

1,719

 

$

249

 

At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds or escrow accounts for purposes of demonstrating our ability to meet our final capping, closure, post-closure and environmental remediation obligations. Generally, these trust funds are established to comply with statutory requirements and operating agreements. See Note 13 for additional information related to these trusts.

3.    Debt

The following table summarizes the major components of debt as of each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of June 30, 2018:

 

 

 

 

 

 

 

 

 

June 30, 

 

December 31, 

 

    

2018

    

2017

Revolving credit facility

 

$

 —

 

$

 —

Commercial paper program (weighted average interest rate of 2.4% as of June 30, 2018 and 1.9% as of December 31, 2017)

 

 

968

 

 

515

Canadian term loan and revolving credit facility, maturing March 2019 (weighted average effective interest rate of 2.7% as of June 30, 2018 and 2.5% as of December 31, 2017)

 

 

71

 

 

113

Senior notes, maturing through 2045, interest rates ranging from 2.4% to 7.75% (weighted average interest rate of 4.3% as of June 30, 2018 and December 31, 2017)

 

 

6,222

 

 

6,222

Tax-exempt bonds, maturing through 2045, fixed and variable interest rates ranging from 1.35% to 5.7% (weighted average interest rate of 2.2% as of June 30, 2018 and 2.0% as of December 31, 2017)

 

 

2,328

 

 

2,370

Capital leases and other, maturing through 2040, interest rates up to 12%

 

 

260

 

 

327

Debt issuance costs, discounts and other

 

 

(53)

 

 

(56)

 

 

 

9,796

 

 

9,491

Current portion of long-term debt

 

 

828

 

 

739

 

 

$

8,968

 

$

8,752

 

9


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Debt Classification

As of June 30, 2018, we had $2.1 billion of debt maturing within the next 12 months, including (i) $968 million of short-term borrowings under our commercial paper program; (ii) $796 million of tax-exempt bonds with term interest rate periods that expire within the next 12 months, which is prior to their scheduled maturities; (iii) $265 million of other debt with scheduled maturities within the next 12 months, including $219 million of tax-exempt bonds and (iv) C$94 million, or $71 million, of borrowings under our Canadian term loan. Of the $968 million of short-term borrowings outstanding under our commercial paper program as of June 30, 2018 that are supported by our long-term U.S. and Canadian revolving credit facility (“$2.75 billion revolving credit facility”), we have the intent and ability to refinance or maintain $476 million of these borrowings on a long-term basis, and we have classified these amounts as long-term debt. As of June 30, 2018, we have classified an additional $796 million of debt as long-term because we have the intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under our $2.75 billion revolving credit facility, as discussed below. The remaining $828 million is classified as current obligations. 

As of June 30, 2018, we also have $268 million of variable-rate tax-exempt bonds that are supported by letters of credit under our $2.75 billion revolving credit facility. The interest rates on our variable-rate tax-exempt bonds are generally reset on either a daily or weekly basis through a remarketing process. All recent tax-exempt bond remarketings have successfully placed Company bonds with investors at market-driven rates and we currently expect future remarketings to be successful. However, if the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we have the availability under our $2.75 billion revolving credit facility to fund these bonds until they are remarketed successfully. Accordingly, we have also classified these borrowings as long-term in our Condensed Consolidated Balance Sheet as of June 30, 2018.

Access to and Utilization of Credit Facilities and Commercial Paper Program

$2.75 Billion Revolving Credit Facility — In June 2018, we entered into the $2.75 billion revolving credit facility, which amended and restated our prior long-term U.S. revolving credit facility. Amendments to the credit agreement included (i) increasing total capacity under the facility from $2.25 billion to $2.75 billion; (ii) establishment of a $750 million accordion feature that may be used to increase total capacity in future periods; (iii) extending the term through June 2023 and (iv) inclusion of two one-year extension options. Waste Management of Canada Corporation and WM Quebec Inc., each an indirect wholly-owned subsidiary of WM, were added as additional borrowers under the $2.75 billion revolving credit facility, and the agreement permits borrowing in Canadian dollars up to the U.S. dollar equivalent of $375 million, with such borrowings to be repaid in Canadian dollars. Waste Management Holdings, Inc., a wholly-owned subsidiary of WM, guarantees all of the obligations under the revolving credit facility.

The $2.75 billion revolving credit facility provides us with credit capacity to be used for either cash borrowings or to support letters of credit or commercial paper. The rates we pay for outstanding U.S. or Canadian loans are generally based on LIBOR or CDOR, respectively, plus a spread depending on the Company’s debt rating assigned by Moody’s Investors Service and Standard and Poor’s. As of June 30, 2018, we had no outstanding borrowings under this facility. We had $603 million of letters of credit issued and $968 million of outstanding borrowings under our commercial paper program, both supported by this facility, leaving unused and available credit capacity of $1.2 billion as of June 30, 2018.

Commercial Paper Program — We have a commercial paper program that enables us to borrow funds for up to 397 days at competitive interest rates. The commercial paper program is fully supported by our $2.75 billion revolving credit facility. In the second quarter of 2018, we amended our commercial paper program, increasing our ability to borrow funds from $1.5 billion to $2.75 billion, provided that the aggregate outstanding amount of commercial paper borrowings, together with borrowings and issued letters of credit under the $2.75 billion revolving credit facility, shall not at any time exceed the aggregate authorized borrowing capacity of such facility. As of June 30, 2018, we had $968 million of outstanding borrowings under our commercial paper program.

10


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Canadian Term Loan and Revolving Credit Facility — We have a Canadian credit agreement (which includes a term loan and revolving credit facility) that matures in March 2019. This agreement provides the Company (i) C$50 million of revolving credit capacity, which can be used for borrowings or letters of credit, and (ii) C$460 million of non-revolving term credit that is prepayable without penalty and principal amounts repaid may not be reborrowed. As of June 30, 2018, we had C$94 million, or $71 million, of outstanding borrowings under our Canadian term loan. During the third quarter of 2018, we expect to incur borrowings under our $2.75 billion revolving credit facility to repay the outstanding borrowings under our Canadian term loan. As of June 30, 2018, we had no borrowings or letters of credit outstanding under the Canadian revolving credit facility.

Other Letter of Credit Facilities — As of June 30, 2018, we utilized $503 million of other letter of credit facilities, which are both committed and uncommitted, with terms maturing through June 2019.

Debt Borrowings and Repayments

Revolving Credit Facility — During the six months ended June 30, 2018, we borrowed and repaid $28 million under our revolving credit facility, which we amended and restated in June 2018, as discussed above.

Commercial Paper Program — During the six months ended June 30, 2018, we had net cash borrowings of $443 million to support new business opportunities and for general corporate purposes.

Canadian Term Loan and Revolving Credit Facility — During the six months ended June 30, 2018, we had net repayments of C$48 million, or $37 million, of net advances under our Canadian term loan and revolving credit facility with available cash. The remaining change in the carrying value of outstanding borrowings under our Canadian term loan is due to foreign currency translation.

Tax-Exempt Bonds — During the six months ended June 30, 2018, we repaid $42 million of our tax-exempt bonds with available cash.

Capital Leases and Other — During the six months ended June 30, 2018, capital leases and other debt had a net decrease of $67 million, primarily due to divestitures and net cash repayments of debt at maturity.

4.    Operating Revenues

Our Solid Waste operating revenues are primarily generated from fees charged for our collection, transfer, disposal, and recycling and resource recovery services, and from sales of commodities by our recycling and landfill gas-to-energy operations. Revenues from our collection operations are influenced by factors such as collection frequency, type of 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. Revenues from our landfill operations consist of tipping fees, which are generally based on the type and weight or volume of waste being disposed of at our disposal facilities. Fees charged at transfer stations are generally based on the weight or volume of waste deposited, taking into account our cost of loading, transporting and disposing of the solid waste at a disposal site. Recycling revenues generally consist of tipping fees and the sale of recycling commodities to third parties. The fees we charge for our services generally include our environmental fee, fuel surcharge and regulatory recovery fee, which are intended to pass through to customers direct and indirect costs incurred. We also provide additional services that are not managed through our Solid Waste business, including operations managed by both our Strategic Business Solutions (“WMSBS”) and Energy and Environmental Services (“EES”) organizations, recycling brokerage services, landfill gas-to-energy services and certain other expanded service offerings and solutions.

11


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our revenue from sources other than customer contracts primarily relates to lease revenue associated with compactors and balers. Revenue from these leasing arrangements was not material and represented approximately 1% of total revenue for each of the reported periods.

See Note 8 for additional information related to revenue by reportable segment and major lines of business.

Revenue Recognition

We generally recognize revenue as services are performed or products are delivered. For example, revenue typically is recognized as waste is collected, tons are received at our landfills or transfer stations, or recycling commodities are collected or delivered as product. We bill for certain services prior to performance. Such services include, among others, certain commercial and residential contracts and equipment rentals. These advance billings are included in deferred revenues and recognized as revenue in the period service is provided.

Accounts Receivable

Accounts receivable, which are recorded when billed, when services are performed or when cash is advanced, are claims against third parties that will generally be settled in cash. The carrying value of our receivables, net of the allowance for doubtful accounts, represents the estimated net realizable value. We estimate our allowance for doubtful accounts based on historical collection trends; type of customer, such as municipal or commercial; the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been unsuccessful.

Deferred Revenues

We record deferred revenues when cash payments are received or due in advance of our performance and classify them as current since they are earned within a year and there are no significant financing components. Substantially all our deferred revenues during the reported periods are realized as revenues within one to three months, when the related services are performed.

Contract Acquisition Costs

Our incremental direct costs of obtaining a contract, which consist primarily of sales incentives, are generally deferred and amortized to selling, general and administrative expense over the estimated life of the relevant customer relationship, ranging from 5 to 13 years. Contract acquisition costs that are paid to the customer are deferred and amortized as a reduction in revenue over the contract life. Our contract acquisition costs are classified as current or noncurrent based on the timing of when we expect to recognize amortization and are included in other assets in our Condensed Consolidated Balance Sheet.

As of June 30, 2018, we had $139 million of deferred contract costs, of which $108 million was related to deferred sales incentives. During the three and six months ended June 30, 2018, we amortized $5 million and $11 million of sales incentives to selling, general and administrative expense, and $9 million and $19 million of other contract acquisition costs as a reduction in revenue, respectively.

Long-Term Contracts

Approximately 30% of our total revenue is derived from contracts with an effective term greater than one year. The consideration for these contracts is variable in nature. The variable elements of these contracts primarily include the number of homes and businesses served and annual rate changes based on consumer price index, fuel prices or other

12


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

operating costs. Such contracts are generally within our collection, recycling and other lines of business and have a weighted average remaining contract life of approximately four years. We do not disclose the value of unsatisfied performance obligations for these contracts as our right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.

5.    Income Taxes

Our effective income tax rate for the three and six months ended June 30, 2018 was 18.1% and 20.2%, respectively, compared with 36.6% and 34.4%, respectively, for the comparable prior year periods. We evaluate our effective income tax rate at each interim period and adjust it as facts and circumstances warrant. The decrease in the effective income tax rate for the three and six months ended June 30, 2018, compared with the prior year periods, was primarily due to the enactment of tax reform, as discussed below.

The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the three and six months ended June 30, 2018 was primarily due to the favorable impact of tax audit settlements and federal tax credits offset, in part, by the unfavorable impact of state and local income taxes. The six-month period was also favorably impacted by excess tax benefits related to equity-based compensation.

The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the three months ended June 30, 2017 was primarily due to the unfavorable impact of state and local income taxes offset, in part, by the favorable impact of federal tax credits. The difference between federal income taxes computed at the federal statutory rate and reported income taxes for the six months ended June 30, 2017 was primarily due to the favorable impact of excess tax benefits related to equity-based compensation and federal tax credits offset, in part, by the unfavorable impact of state and local income taxes and the tax implications of impairments.

Enactment of Tax Reform  The Act was signed into law on December 22, 2017. The most significant impacts of the Act to the Company include a reduction in the federal corporate income tax rate from 35% to 21%, effective January 1, 2018, and a one-time, mandatory transition tax on deemed repatriation of previously tax-deferred and unremitted foreign earnings.

In accordance with ASU 2018-05 and SAB 118, the Company recognized the provisional tax impacts related to the re-measurement of our deferred income tax assets and liabilities and the one-time, mandatory transition tax on deemed repatriation during the year ended December 31, 2017. As of June 30, 2018, we have not made any additional measurement-period adjustments related to these items. Such adjustments may be necessary in future periods due to, among other things, the significant complexity of the Act and anticipated additional regulatory guidance that may be issued by the Internal Revenue Service (“IRS”), changes in analysis, interpretations and assumptions the Company has made and actions the Company may take as a result of the Act. We are continuing to gather information to assess the application of the Act and expect to complete our analysis with the filing of our 2017 income tax returns during 2018.

Tax Audit Settlements — We are currently under audit by the IRS and various state and local taxing authorities and our audits are in various stages of completion. In June 2018, we settled various tax audits, which resulted in a reduction in our income tax expense of $33 million.

Investments Qualifying for Federal Tax Credits — We have significant financial interests in entities established to invest in and manage low-income housing properties and a refined coal facility. We support the operations of these entities in exchange for a pro-rata share of the tax credits they generate. The low-income housing investments and the coal facility’s refinement processes qualify for federal tax credits that we expect to realize through 2020 under Section 42 and through 2019 under Section 45, respectively, of the Internal Revenue Code.

13


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We account for our investments in these entities using the equity method of accounting, recognizing our share of each entity’s results of operations and other reductions in the value of our investments in equity in net losses of unconsolidated entities, in our Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2018, we recognized $6 million and $12 million of net losses and a reduction in our income tax expense of $12 million and $22 million, respectively, primarily because of tax credits realized from these investments. During the three and six months ended June 30, 2017, we recognized $9 million and $15 million of net losses and a reduction in our income tax expense of $14 million and $25 million, respectively, primarily because of tax credits realized from these investments. Interest expense associated with our investment in low-income housing properties was not material for the periods presented. See Note 13 for additional information related to these unconsolidated variable interest entities.

Equity-Based Compensation — During the three and six months ended June 30, 2018, we recognized a reduction in our income tax expense of $1 million and $12 million, respectively, for excess tax benefits related to the vesting or exercise of equity-based compensation awards compared with $2 million and $34 million, respectively, for the comparable prior year periods.

6.    Earnings Per Share

Basic and diluted earnings per share were computed using the following common share data (shares in millions):

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

June 30, 

 

June 30, 

 

    

2018

    

2017

    

2018

    

2017

Number of common shares outstanding at end of period

 

428.4

 

439.7

 

428.4

 

439.7

Effect of using weighted average common shares outstanding

 

1.5

 

2.2

 

3.2

 

1.9

Weighted average basic common shares outstanding

 

429.9

 

441.9

 

431.6

 

441.6

Dilutive effect of equity-based compensation awards and other contingently issuable shares

 

2.4

 

2.5

 

2.5

 

2.8

Weighted average diluted common shares outstanding

 

432.3

 

444.4

 

434.1

 

444.4

Potentially issuable shares

 

8.0

 

8.4

 

8.0

 

8.4

Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding

 

1.9

 

2.3

 

1.9

 

2.3

 

 

7.    Commitments and Contingencies

Financial Instruments — We have obtained letters of credit, surety bonds and insurance policies and have established trust funds and issued financial guarantees to support tax-exempt bonds, contracts, performance of landfill final capping, closure and post-closure requirements, environmental remediation and other obligations. Letters of credit generally are supported by our $2.75 billion revolving credit facility and other credit facilities established for that purpose. These facilities are discussed further in Note 3. Surety bonds and insurance policies are supported by (i) a diverse group of third-party surety and insurance companies; (ii) an entity in which we have a noncontrolling financial interest or (iii) a wholly-owned insurance captive, the sole business of which is to issue surety bonds and/or insurance policies on our behalf.

Management does not expect that any claims against or draws on these instruments would have a material adverse effect on our financial condition, results of operations or cash flows. We have not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for our current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, we continue to evaluate various options to access cost-effective sources of financial assurance.

Insurance — We carry insurance coverage for protection of our assets and operations from certain risks including general liability, automobile liability, workers’ compensation, real and personal property, directors’ and officers’ liability, pollution legal liability and other coverages we believe are customary to the industry. Our exposure to loss for insurance

14


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

claims is generally limited to the per incident deductible under the related insurance policy. Our exposure could increase if our insurers are unable to meet their commitments on a timely basis.

We have retained a significant portion of the risks related to our general liability, automobile liability and workers’ compensation claims programs. “General liability” refers to the self-insured portion of specific third-party claims made against us that may be covered under our commercial General Liability Insurance Policy. For our self-insured portions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation or internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from such valuations and estimates. In December 2017, we elected to use a wholly-owned insurance captive to insure the deductibles for our general liability, automobile liability and workers’ compensation claims programs.

We do not expect the impact of any known casualty, property, environmental or other contingency to have a material impact on our financial condition, results of operations or cash flows.

Guarantees — In the ordinary course of our business, WM and WM Holdings enter into guarantee agreements associated with their subsidiaries’ operations. Additionally, WM and WM Holdings have each guaranteed all of the senior debt of the other entity. No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets. See Note 14 for further discussion.

As of June 30, 2018, we have guaranteed the obligations and certain performance requirements of third parties in connection with both consolidated and unconsolidated entities, including (i) guarantees to cover certain market value losses for approximately 775 homeowners’ properties adjacent to or near 19 of our landfills and (ii) guarantees totaling $85 million for performance obligations of our Wheelabrator business, divested in 2014. We have also agreed to indemnify certain third-party purchasers against liabilities associated with divested operations prior to such sale. Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be paid to the sellers if established financial targets or other market conditions are achieved post-closing, and we have recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. We do not believe that these contingent obligations will have a material adverse effect on the Company’s financial condition, results of operations or cash flows, and we do not expect the financial impact of operational and financial performance guarantees to materially exceed the recorded fair value.

Environmental Matters — A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental protection. The nature of our operations, particularly with respect to the construction, operation and maintenance of our landfills, subjects us to an array of laws and regulations relating to the protection of the environment. Under current laws and regulations, we may have liabilities for environmental damage caused by our operations, or for damage caused by conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities, such liabilities include potentially responsible party (“PRP”) investigations. The costs associated with these liabilities can include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated with site investigation and clean-up.

Estimating our degree of responsibility for remediation is inherently difficult. We recognize and accrue for an estimated remediation liability when we determine that such liability is both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with the likely site remediation alternatives identified in the environmental impact investigation. In these cases, we use the amount within the range that is our best estimate. If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we used the high ends of such ranges, our aggregate potential liability would be approximately $145 million higher than the $249 million recorded in the Condensed Consolidated Balance Sheet as of June 30, 2018. Our ultimate responsibility may differ materially from current estimates. It is possible that technological, regulatory or enforcement developments, the results of environmental studies, the inability to identify other PRPs, the inability of other PRPs to

15


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

contribute to the settlements of such liabilities, or other factors could require us to record additional liabilities. Our ongoing review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in revisions to our accruals that could cause upward or downward adjustments to our balance sheet and income from operations. These adjustments could be material in any given period.

As of June 30, 2018, we have been notified by the government that we are a PRP in connection with 75 locations listed on the Environmental Protection Agency’s (“EPA’s”) Superfund National Priorities List (“NPL”). Of the 75 sites at which claims have been made against us, 15 are sites we own. Each of the NPL sites we own was initially developed by others as a landfill disposal facility. At each of these facilities, we are working in conjunction with the government to evaluate or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures. The other 60 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund.

The majority of proceedings involving NPL sites that we do not own are based on allegations that certain of our subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at the sites. Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain.

On October 11, 2017, the EPA issued its Record of Decision (“ROD”) with respect to the previously proposed remediation plan for the San Jacinto waste pits in Harris County, Texas. McGinnes Industrial Maintenance Corporation (“MIMC”), an indirect wholly-owned subsidiary of WM, operated some of the waste pits from 1965 to 1966 and has been named as a site PRP. In 1998, WM acquired the stock of the parent entity of MIMC. MIMC has been working with the EPA and other named PRPs as the process of addressing the site proceeds. On April 9, 2018, MIMC and International Paper Company entered into an Administrative Order on Consent agreement with the EPA to develop a remedial design for the EPA’s selected remedy for the site. Allocation of responsibility among the PRPs for the selected remedy has not been established. As of June 30, 2018 and December 31, 2017, the recorded liability for MIMC’s estimated potential share of the EPA’s selected remedy and related costs was $55 million. MIMC’s ultimate liability could be materially different from current estimates.

Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $100,000. The following matters are disclosed in accordance with that requirement. We do not currently believe that the eventual outcome of any such matters, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

On July 10, 2013, the EPA issued a Notice of Violation ("NOV") to Waste Management of Wisconsin, Inc., an indirect wholly-owned subsidiary of WM, alleging violations of the Resource Conservation Recovery Act concerning acceptance of certain waste that was not permitted to be disposed of at the Metro Recycling & Disposal Facility in Franklin, Wisconsin. The parties are exchanging information and working to resolve the NOV.

16


 

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The Hawaii Department of Health and the EPA have asserted civil penalty claims against Waste Management of Hawaii, Inc. (“WMHI”), an indirect wholly-owned subsidiary of WM, based on stormwater discharges at the Waimanalo Gulch Sanitary Landfill following two major rainstorms in December 2010 and January 2011 and alleged violations of stormwater permit requirements prior to and after the storms. WMHI operates the landfill for the City and County of Honolulu.

From time to time, we are also named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites. Some of the lawsuits may seek to have us pay the costs of monitoring of allegedly affected sites and health care examinations of allegedly affected persons for a substantial period of time even where no actual damage is proven. While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other third parties, among other factors. Additionally, we often enter into agreements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements. Compliance with these agreements inherently involves subjective determinations and may result in disputes, including litigation.

Litigation — As a large company with operations across the U.S. and Canada, we are subject to various proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions that have been filed against us, and that may be filed against us in the future, include personal injury, property damage, commercial, customer, and employment-related claims, including purported state and national class action lawsuits related to: alleged environmental contamination, including releases of hazardous material and odors; sales and marketing practices, customer service agreements and prices and fees; and federal and state wage and hour and other laws. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered, in part, by insurance. We currently do not believe that the eventual outcome of any such actions will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows.

WM’s charter and bylaws provide that WM shall indemnify against all liabilities and expenses, and upon request shall advance expenses to any person, who is subject to a pending or threatened proceeding because such person is or was a director or officer of the Company. Such indemnification is required to the maximum extent permitted under Delaware law. Accordingly, the director or officer must execute an undertaking to reimburse the Company for any fees advanced if it is later determined that the director or officer was not permitted to have such fees advanced under Delaware law. Additionally, the Company has direct contractual obligations to provide indemnification to each of the members of WM’s Board of Directors and each of WM’s executive officers. The Company may incur substantial expenses in connection with the fulfillment of its advancement of costs and indemnification obligations in connection with actions or proceedings that may be brought against its former or current officers, directors and employees.

Multiemployer Defined Benefit Pension Plans — About 20% of our workforce is covered by collective bargaining agreements with various local unions across the U.S. and Canada. As a result of some of these agreements, certain of our subsidiaries are participating employers in a number of trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for the covered employees. In connection with our ongoing renegotiation of various collective bargaining agreements, we may discuss and negotiate for the complete or partial withdrawal from one or more of these Multiemployer Pension Plans. A complete or partial withdrawal from a Multiemployer Pension Plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. Any other circumstance resulting in a decline in Company contributions to a Multiemployer Pension Plan through a reduction in the labor force, whether through attrition over time or through a business event (such as the discontinuation

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WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

or nonrenewal of a customer contract, the decertification of a union, or relocation, reduction or discontinuance of certain operations) may also trigger a complete or partial withdrawal from one or more of these pension plans.

We do not believe that any future liability relating to our past or current participation in, or withdrawals from, the Multiemployer Pension Plans to which we contribute will have a material adverse effect on our business, financial condition or liquidity. However, liability for future withdrawals could have a material adverse effect on our results of operations or cash flows for a particular reporting period, depending on the number of employees withdrawn and the financial condition of the Multiemployer Pension Plan(s) at the time of such withdrawal(s).

Tax Matters — We participate in the IRS’s Compliance Assurance Process, which means we work with the IRS throughout the year towards resolving any material issues prior to the filing of our annual tax return. Any unresolved issues as of the tax return filing date are subject to routine examination procedures. We are currently in the examination phase of IRS audits for the 2017 and 2018 tax years and expect these audits to be completed within the next 21 months. We are also currently undergoing audits by various state and local jurisdictions for tax years that date back to 2011. We maintain a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse effect on our financial condition, results of operations or cash flows.

8.    Segment and Related Information

We evaluate, oversee and manage the financial performance of our Solid Waste business subsidiaries through our 17 Areas. The 17 Areas constitute our operating segments and we have evaluated the aggregation criteria and concluded that, based on the similarities between our Areas, including the fact that our Solid Waste business is homogenous across geographies with the same services offered across the Areas, aggregation of our Areas is appropriate for purposes of presenting our reportable segments. Accordingly, we have aggregated our 17 Areas into three tiers that we believe have similar economic characteristics and future prospects based in large part on a review of the Areas’ income from operations margins. The economic variations experienced by our Areas are attributable to a variety of factors, including regulatory environment of the Area; economic environment of the Area, including level of commercial and industrial activity; population density; service offering mix and disposal logistics, with no one factor being singularly determinative of an Area’s current or future economic performance.

Annually, we analyze the Areas’ income from operations margins for purposes of segment reporting and in the fourth quarter of 2017, we realigned our Solid Waste tiers to reflect changes in their relative economic characteristics and prospects. These changes are the results of various factors including acquisitions, divestments, business mix and the economic climate of various geographies. Reclassifications have been made to our prior period consolidated financial information to conform to the current year presentation.

Tier 1 is comprised of our operations across the Southern U.S., with the exception of Southern California and the Florida peninsula, and also includes the New England states, the tri-state area of Michigan, Indiana and Ohio, and Western Canada. Tier 2 now includes Southern California, Eastern Canada, Wisconsin and Minnesota. Tier 3 now encompasses all the remaining operations including the Pacific Northwest and Northern California, the Mid-Atlantic region of the U.S., the Florida peninsula, Illinois and Missouri.

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WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The operating segments not evaluated and overseen through the 17 Areas are presented herein as “Other” as these operating segments do not meet the criteria to be aggregated with other operating segments and do not meet the quantitative criteria to be separately reported.

Summarized financial information concerning our reportable segments is shown in the following table (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross

 

Intercompany

 

Net

 

Income

 

 

Operating

 

Operating

 

Operating

 

from

 

    

Revenues

    

Revenues

    

Revenues

    

Operations

Three Months Ended June 30:

 

 

  

 

 

  

 

 

  

 

 

  

2018

 

 

  

 

 

  

 

 

  

 

 

  

Solid Waste:

 

 

  

 

 

  

 

 

  

 

 

  

Tier 1

 

$

1,485

 

$

(269)

 

$

1,216

 

$

395

Tier 2

 

 

663

 

 

(123)

 

 

540

 

 

141

Tier 3

 

 

1,776

 

 

(350)

 

 

1,426

 

 

295

Solid Waste

 

 

3,924

 

 

(742)

 

 

3,182

 

 

831

Other

 

 

613

 

 

(56)

 

 

557

 

 

13

 

 

 

4,537

 

 

(798)

 

 

3,739

 

 

844

Corporate and Other

 

 

 —

 

 

 —

 

 

 —

 

 

(129)

Total

 

$

4,537

 

$

(798)

 

$

3,739

 

$

715

 

 

 

 

 

 

 

 

 

 

 

 

 

2017

 

 

  

 

 

  

 

 

  

 

 

  

Solid Waste:

 

 

  

 

 

  

 

 

  

 

 

  

Tier 1

 

$

1,417

 

$

(258)

 

$

1,159

 

$

395

Tier 2

 

 

651

 

 

(114)

 

 

537

 

 

142

Tier 3

 

 

1,691

 

 

(311)

 

 

1,380

 

 

296

Solid Waste

 

 

3,759

 

 

(683)

 

 

3,076

 

 

833

Other

 

 

657

 

 

(56)

 

 

601

 

 

(18)

 

 

 

4,416

 

 

(739)

 

 

3,677

 

 

815

Corporate and Other

 

 

 —

 

 

 —

 

 

 —

 

 

(142)

Total

 

$

4,416