This section includes a discussion of our results of operations for the
three years ended December 31, 2019. This discussion may contain forward-looking
statements that anticipate results based on management's plans that are subject
to uncertainty. We discuss in more detail various factors that could cause
actual results to differ materially from expectations in Item 1A. Risk Factors.
The following discussion should be read considering those disclosures and
together with the Consolidated Financial Statements and the notes thereto.

Overview



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. We own or operate the largest network of
landfills in North America. In order to make disposal more practical for larger
urban markets, where the distance to landfills is typically farther, we manage
transfer stations that consolidate, compact and transport waste efficiently and
economically. We also use waste to create energy, recovering the gas produced
naturally as waste decomposes in landfills and using the gas in generators to
make electricity. Additionally, we are a leading recycler in North America,
handling materials that include paper, cardboard, glass, plastic and metal. 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 U.S.

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

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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, described under Results of Operations below.

Business Environment


The waste industry is a comparatively mature and stable industry. However,
customers increasingly expect more of their waste materials to be recovered and
those waste streams are becoming more complex. In addition, many state and local
governments mandate diversion, recycling and waste reduction at the source and
prohibit the disposal of certain types of waste at landfills. We monitor these
developments to adapt our services offerings. As companies, individuals and
communities look for ways to be more sustainable, we promote our comprehensive
services that go beyond our core business of collecting and disposing of waste
in order to meet their needs.

Despite some industry consolidation in recent years, we encounter intense
competition from governmental, quasi-governmental and private service providers
based on pricing, service quality, customer experience and breadth of service
offerings. Our industry is directly affected by changes in general economic
factors, including increases and decreases in consumer spending, business
expansions and construction starts. These factors generally correlate to volumes
of waste generated and impact our revenue. Negative economic conditions, in
addition to competitor actions, can make it more challenging to negotiate, renew
or expand service contracts with acceptable margins and in addition, customers
may reduce their service needs. We also encounter competition for acquisitions
and growth opportunities. General economic factors and the market for consumer
goods, in addition to regulatory developments, can also significantly impact
commodity prices for the recyclable materials we sell. 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. Volume growth is also the result
of proactive efforts taken to work with our customers as their needs expand to
identify service upgrade opportunities. 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.



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Current Year Financial Results



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. We also
allocated $1,124 million to our shareholders during 2019 through dividends and
common stock repurchases.

Key items of our 2019 financial results include:

Revenues of $15,455 million for 2019 compared with $14,914 million in 2018, an

increase of $541 million, or 3.6%. The increase is primarily attributable

? to (i) higher yield and volumes in our collection and disposal business

and (ii) acquisitions, net of divestitures, partially offset by lower market

prices for recycling commodities;

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;


   Net income attributable to Waste Management, Inc. was $1,670 million, or

$3.91 per diluted share, compared with $1,925 million, or $4.45 per diluted

share, in the prior year period. In addition to the decrease in income from

operations, the current year was impacted by (i) increased depreciation and

amortization expense related to new collection fleet and increased landfill

? volume; (ii) an $85 million loss on early extinguishment of debt; (iii) 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 (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;

? Net cash provided by operating activities was $3,874 million compared with

$3,570 million in the prior year period; and

Free cash flow was $2,105 million compared with $2,084 million in the prior

year period. The increase in cash flow provided by operating activities noted

above was offset by an increase in capital expenditures resulting from our

intentional focus on accelerating certain collection fleet and landfill

spending to support the Company's strong collection and disposal growth and

? lower proceeds from divestitures, which resulted in free cash flow being

$21 million higher on a year-over-year basis. 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.


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Results of Operations

Operating Revenues

Our operating revenues set forth below 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. We also provide additional services that are not
managed through our Solid Waste business, including both our WMSBS and EES
organizations, 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 years ended December 31 (in millions):




                         2019         2018         2017
Commercial             $   4,229    $   3,972    $   3,714
Residential                2,613        2,529        2,528
Industrial                 2,916        2,773        2,583
Other collection             482          450          439
Total collection          10,240        9,724        9,264
Landfill                   3,846        3,560        3,370
Transfer                   1,820        1,711        1,591
Recycling                  1,040        1,293        1,432
Other (a)                  1,758        1,736        1,713
Intercompany (b)         (3,249)      (3,110)      (2,885)
Total                  $  15,455    $  14,914    $  14,485

The "Other" line of business includes (i) our WMSBS organization; (ii) our

landfill gas-to-energy operations; (iii) certain services within our EES

organization, including our construction and remediation services and our

services associated with the disposal of fly ash and (iv) certain other (a) 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 support, net of intercompany activity.

Activity related to collection, landfill, transfer and recycling has been

reclassified to the appropriate line of business for purposes of

presentation.

(b) Intercompany revenues between lines of business are eliminated in the


    Consolidated Financial Statements included within this report.


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


                                             2019 vs. 2018                                           2018 vs. 2017
                                       As a % of                  As a % of                   As a % of                  As a % of
                                        Related                     Total                      Related                     Total
                           Amount     Business(a)      Amount     Company(b)      Amount     Business(a)      Amount     Company(b)
Collection and disposal    $   364            2.8 %                               $   291            2.3 %
Recycling commodities
(c)                          (248)         (20.0)                                   (273)         (19.1)
Fuel surcharges and
mandated fees                 (22)          (3.5)                                     111           21.3
Total average yield (d)                                $    94           0.6 %                                $   129           0.9 %
Volume                                                     346           2.3                                      478           3.3
Internal revenue growth                                    440           2.9                                      607           4.2
Acquisitions                                               222           1.5                                      199           1.4
Divestitures                                             (104)         (0.7)                                    (133)         (0.9)
Foreign currency
translation and other                                     (17)         (0.1)                                    (244)         (1.7)
Total                                                  $   541           3.6 %                                $   429           3.0 %

Calculated by dividing the increase or decrease for the current year by the (a) prior year's related business revenue adjusted to exclude the impacts of

divestitures for the current year.

Calculated by dividing the increase or decrease for the current year by the (b) prior year's total Company revenue adjusted to exclude the impacts of

divestitures for the current year.

(c) Includes net impact of commodity price variability and changes in fees.

(d) The amounts reported herein represent the changes in our revenue attributable

to average yield for the total Company.

The following provides further details about our period-to-period change in revenues:

Average Yield


Collection and Disposal Average Yield - This measure reflects the effect on our
revenue from the pricing activities of our collection, transfer and landfill
operations, exclusive of volume changes. Revenue growth from collection and
disposal average yield includes not only base rate changes and environmental and
service fee increases, but also (i) certain average price changes related to the
overall mix of services, which are due to the types of services provided;
(ii) changes in average price from new and lost business and (iii) price
decreases to retain customers.

The details of our revenue growth from collection and disposal average yield for the years ended December 31 are as follows (dollars in millions):




                                        2019 vs. 2018              2018 vs. 2017
                                                 As a % of                  As a % of
                                                  Related                    Related
                                    Amount       Business      Amount       Business
Commercial                         $    109            3.0 %  $     99            2.9 %
Industrial                              103            4.0         107            4.4
Residential                              81            3.3          47            1.9
Total collection                        293            3.3         253            2.9
Landfill                                 44            2.0          22            1.1
Transfer                                 27            2.9          16            1.9

Total collection and disposal      $    364            2.8 %  $    291
      2.3 %




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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.

Recycling Commodities - Decreases in the market prices for recycling commodities
resulted in revenue declines of $248 million and $273 million 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. Average market prices
for recycling commodities at the Company's facilities were 35% lower in 2019
compared to 2018 and 40% lower in 2018 compared to 2017. 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. We will continue to
take steps necessary to improve long-term profitability of our recycling line of
business.

Fuel Surcharges and Mandated Fees - These fees, which are predominantly
generated by our fuel surcharge program, declined $22 million for 2019 and
increased $111 million for 2018, as compared with the prior year periods. These
revenues are based on and fluctuate in response to changes in the national
average prices for diesel fuel. Market prices for diesel fuel decreased
approximately 4% and increased 20% for the years ended December 31, 2019 and
2018, respectively, compared with the prior year periods. The decline in fuel
surcharges for 2019 was partially offset by an increase in mandated fees. The
mandated fees are primarily related to fees and taxes assessed by various state,
county and municipal government agencies at our landfills and transfer stations.

Volume


Our revenues from volume increased $346 million, or 2.3%, and $478 million, or
3.3%, for the years ended December 31, 2019 and 2018, respectively, as compared
with the prior year periods, excluding volumes from acquisitions and
divestitures.

We experienced higher volumes throughout 2019 and 2018 due to our focus on
customer service and disciplined growth, combined with favorable market
conditions in our collection and disposal business. 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. Our event-driven projects in our special waste business and
growth in our municipal solid waste business contributed to our landfill volume
growth in both 2019 and 2018. 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. Furthermore, our WMSBS organization experienced favorable volume growth in
both 2019 and 2018.

The clean-up efforts of natural disasters throughout the U.S. in the first half
of 2019 also contributed to volume growth 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.

Foreign Currency Translation and Other



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.

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Operating Expenses

Our operating expenses are comprised of (i) labor and related benefits costs
(excluding labor costs associated with maintenance and repairs discussed below),
which include salaries and wages, bonuses, related payroll taxes, insurance and
benefits costs and the costs associated with contract labor; (ii) transfer and
disposal costs, which include tipping fees paid to third-party disposal
facilities and transfer stations; (iii) maintenance and repairs costs relating
to equipment, vehicles and facilities and related labor costs;
(iv) subcontractor costs, which include the costs of independent haulers who
transport waste collected by us to disposal facilities and are affected by
variables such as volumes, distance and fuel prices; (v) costs of goods sold,
which includes the cost to purchase recycling materials for our recycling line
of business, including certain rebates paid to suppliers; (vi) fuel costs, which
represent the costs of fuel and oil to operate our truck fleet and landfill
operating equipment; (vii) disposal and franchise fees and taxes, which include
landfill taxes, municipal franchise fees, host community fees, contingent
landfill lease payments and royalties; (viii) landfill operating costs, which
include interest accretion on landfill liabilities, interest accretion on and
discount rate adjustments to environmental remediation liabilities and recovery
assets, leachate and methane collection and treatment, landfill remediation
costs and other landfill site costs; (ix) risk management costs, which include
general liability, automobile liability and workers' compensation claims
programs costs and (x) other operating costs, which include gains and losses on
sale of assets, telecommunications, equipment and facility lease expenses,
property taxes, utilities and supplies. Variations in volumes year-over-year, as
discussed above in Operating Revenues, in addition to cost inflation, affect the
comparability of the components of our operating expenses.

The following table summarizes the major components of our operating expenses
for the years ended December 31 (dollars in millions and as a percentage of
revenues):


                                                 2019                 2018                 2017
Labor and related benefits                  $ 2,791    18.0 %    $ 2,703    18.1 %    $ 2,500    17.2 %
Transfer and disposal costs                   1,160     7.5        1,105     7.4          996     6.9
Maintenance and repairs                       1,355     8.8        1,255     8.4        1,170     8.1
Subcontractor costs                           1,532     9.9        1,375     9.2        1,236     8.5
Cost of goods sold                              553     3.6          783     5.3          969     6.7
Fuel                                            336     2.2          409     2.7          375     2.6

Disposal and franchise fees and taxes           627     4.1          598   

 4.0          753     5.2
Landfill operating costs                        379     2.4          331     2.2          328     2.3
Risk management                                 267     1.7          235     1.6          219     1.5
Other                                           496     3.2          455     3.1          475     3.3
                                            $ 9,496    61.4 %    $ 9,249    62.0 %    $ 9,021    62.3 %



Significant items affecting the comparison of operating expenses between reported periods include:



Labor and Related Benefits - The increase in labor and related benefits costs in
2019 as compared with 2018 was driven by (i) volume growth in our collection and
disposal business; (ii) merit increases and (iii) cost inflation noted above.
These cost increases were offset, in part, by lower bonus costs related to a
one-time plan established in early 2018 targeted at improving employee
retention. 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.

Transfer and Disposal Costs - The increase in transfer and disposal costs in
2019 as compared with 2018, and 2018 as compared with 2017, was driven by
overall volume growth in our collection and disposal business and, to a lesser
extent, cost inflation.

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.

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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.

Subcontractor Costs - The increase in subcontractor costs in 2019 as compared to
2018 was primarily driven by (i) volume growth in our collection and disposal
business, largely attributable to a significant contract executed in the second
half of 2017 that generated incremental volumes in 2019; (ii) volume growth in
our WMSBS and EES organizations and (iii) cost inflation related to capacity
constraints of our subcontractors in certain markets. The increase in 2018 as
compared to 2017 was driven primarily by volume growth in our collection and
disposal business.

Cost of Goods Sold - The decrease in cost of goods sold in 2019 as compared with
2018 was primarily driven by lower market prices for recycling commodities and
by lower costs due to the sale of certain ancillary operations in the second
quarter of 2018. 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.

Fuel - The decrease in fuel costs in 2019 as compared with 2018 was due to
(i) recognition of a $70 million benefit from the extension of federal natural
gas fuel credits in 2019 compared to $28 million in 2018; (ii) lower costs
resulting from the continued conversion of our fleet to natural gas vehicles and
(iii) lower market prices for diesel fuel. 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.

Disposal and Franchise Fees and Taxes - The increase in disposal and franchise
fees and taxes in 2019 as compared with 2018 was primarily related to higher
volumes in our landfill line of business. 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.

Landfill Operating Costs - The increase in landfill operating costs in 2019 as
compared with 2018 was primarily due to higher leachate management costs driven
largely by inclement weather in certain parts of North America and increased
ongoing site maintenance costs. Additionally, 2019 was impacted by a decrease in
the risk-free discount rate used in the measurement of our environmental
remediation obligations and recovery assets due to a decrease in U.S. treasury
rates. See Note 4 to the Consolidated Financial Statements for additional
information.

Risk Management - The increase in risk management costs in 2019 as compared with
2018 was primarily due to an increase in claims expense as a result of growth in
the business and cost inflation. The increase in risk management costs in 2018
as compared with 2017 was primarily due to an increase in claims expense.

Other - Net gains on sales of certain assets in 2018 impacted the comparability of the reported periods.

Selling, General and Administrative Expenses



Our selling, general and administrative expenses consist of (i) labor and
related benefits costs, which include salaries, bonuses, related insurance and
benefits, contract labor, payroll taxes and equity-based compensation;
(ii) professional fees, which include fees for consulting, legal, audit and tax
services; (iii) provision for bad debts, which includes allowances for
uncollectible customer accounts and collection fees and (iv) other selling,
general and administrative expenses, which include, among other costs,
facility-related expenses, voice and data telecommunication, advertising, bank
charges, computer costs, travel and entertainment, rentals, postage and
printing. In addition, the financial impacts of litigation reserves generally
are included in our "Other" selling, general and administrative expenses.

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Table of Contents


The following table summarizes the major components of our selling, general and
administrative expenses for the years ended December 31 (dollars in millions and
as a percentage of revenues):


                                   2019                 2018                

2017


Labor and related benefits    $ 1,020     6.6 %    $   957    6.4 %    $ 1,000     6.9 %
Professional fees                 183     1.2          113    0.8          102     0.7
Provision for bad debts            38     0.3           53    0.3           42     0.3
Other                             390     2.5          330    2.2          324     2.2
                              $ 1,631    10.6 %    $ 1,453    9.7 %    $ 1,468    10.1 %



Significant items affecting the comparison of our selling, general and administrative expenses between reported periods include:



Labor and Related Benefits - The increase in labor and related benefits costs in
2019 compared with 2018 was primarily due to (i) an increase in headcount, merit
increases and higher incentive compensation and (ii) increased contract labor
costs driven by our planned investments in technology. The decrease in labor and
related benefits costs in 2018 compared with 2017 was primarily due to (i) lower
incentive compensation accruals in 2018 and (ii) severance costs for former
executives incurred in 2017, which were partially offset by merit increases and
a one-time bonus plan established in early 2018 targeted at improving employee
retention.

Professional Fees - The increase in professional fees in 2019 compared with 2018
was primarily driven by higher consulting fees related to our strategic
investments in operating, customer facing and back-office technologies, as well
as costs incurred in preparation for our pending acquisition of Advanced
Disposal Services, Inc. ("Advanced Disposal"). The increase in professional fees
in 2018 compared with 2017 was primarily due to the investments we are making in
technology and higher legal fees.

Provision for Bad Debts - The decrease in provision for bad debts in 2019 compared with 2018 was due to (i) collection of certain fully reserved receivables and (ii) higher prior year bad debt expense associated with the bankruptcy of a strategic customer. The increase in provision of bad debts in 2018 compared with 2017 was primarily due to increased revenues and the bankruptcy of a strategic customer.



Other - The increase in other expenses in 2019 compared with 2018 was
principally driven by higher litigation reserves and increased infrastructure
costs associated with our investments in technology. The increase in other
expenses in 2018 compared with 2017 was primarily due to higher litigation
reserves in 2018, which were partially offset by lower costs associated with
advertising and travel and entertainment as we continued to focus on controlling
costs.

Depreciation and Amortization Expenses

The following table summarizes the components of our depreciation and amortization expenses for the years ended December 31 (dollars in millions and as a percentage of revenues):




                                                        2019                 2018                2017

Depreciation of tangible property and equipment $ 893 5.8 % $ 838 5.6 % $ 783 5.4 % Amortization of landfill airspace

                      575     3.7          538    3.6          497    3.4
Amortization of intangible assets                      106     0.7         

101    0.7           96    0.7
                                                   $ 1,574    10.2 %    $ 1,477    9.9 %    $ 1,376    9.5 %




The increase in depreciation of tangible property and equipment during the
reported periods was primarily related to higher capital expenditures due to an
intentional focus on accelerating certain fleet and landfill spending to support
the Company's strong collection and disposal growth. The increase in
amortization of landfill airspace during the reported periods was driven by
higher volumes at our landfills and changes in landfill estimates.

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Table of Contents

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

The following table summarizes the major components of (gain) loss from divestitures, asset impairments and unusual items, net for the years ended December 31 (in millions):




                                 2019      2018      2017
(Gain) loss from divestitures    $   -    $ (96)    $ (38)
Asset impairments                   42        38        41
Other                                -         -      (19)
                                 $  42    $ (58)    $ (16)
During the year ended December 31, 2019, we recognized asset impairments of $42
million, related to (i) $27 million of goodwill impairment charges, as discussed
further in Note 6, of which $17 million related to our EES organization and $10
million related to our LampTracker® reporting unit and (ii) $15 million of asset
impairment charges primarily related to certain solid waste operations.

During the year ended December 31, 2018, we recognized net gains of $58 million,
primarily related to (i) a $52 million gain associated with the sale of certain
collection and disposal operations in Tier 1 and (ii) net gains of $44 million
substantially all from divestitures of certain ancillary operations. These gains
were partially offset by (i) a $30 million charge to impair a landfill in Tier 3
based on an internally developed discounted projected cash flow analysis, taking
into account continued volume decreases and revised capping cost estimates and
(ii) $8 million of impairment charges primarily related to our LampTracker®
reporting unit.

During the year ended December 31, 2017, we recognized net gains of $16 million,
primarily related to (i) gains of $31 million from the sale of certain oil and
gas producing properties and (ii) a $30 million reduction in post-closing,
performance-based contingent consideration obligations associated with an
acquired business in our EES organization. These gains were partially offset by
(i) $34 million of goodwill impairment charges primarily related to our EES
organization; (ii) $11 million of charges to adjust our subsidiary's estimated
potential share of an environmental remediation liability and related costs for
a closed site in Harris County, Texas, as discussed in Note 11 to the
Consolidated Financial Statements and (iii) $7 million of charges to write down
certain renewable energy assets.

See Note 3 to the Consolidated Financial Statements for additional information related to the accounting policy and analysis involved in identifying and calculating impairments.



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Income from Operations

The following table summarizes income from operations for the years ended
December 31 and has been updated to reflect our realigned segments which are
discussed further in Note 20 to the Consolidated Financial Statements (dollars
in millions):


                                         Period-to-                    Period-to-
                                           Period                        Period
                            2019           Change          2018          Change          2017
Solid Waste:
Tier 1                     $ 1,682    $    63      3.9 %  $ 1,619    $  113      7.5 %  $ 1,506
Tier 2                         854         70      8.9        784         7      0.9        777
Tier 3                       1,136        144     14.5        992      (14)    (1.4)      1,006
Solid Waste                  3,672        277      8.2      3,395       106      3.2      3,289
Other (a)                    (203)      (137)        *       (66)         2    (2.9)       (68)

Corporate and Other (b)      (763)      (223)     41.3      (540)        45    (7.7)      (585)
Total                      $ 2,706    $  (83)    (3.0) %  $ 2,789    $  153      5.8 %  $ 2,636
Percentage of revenues        17.5 %                         18.7 %                        18.2 %


* Percentage change does not provide a meaningful comparison.

"Other" includes (i) our WMSBS organization; (ii) those elements of our

landfill gas-to-energy operations and third-party subcontract and

administration revenues managed by our EES and WM Renewable Energy

organizations that are not included in the operations of our reportable (a) segments; (iii) our recycling brokerage services and (iv) certain other

expanded service offerings and solutions. In addition, our "Other" segment


    reflects the results of non-operating entities that provide financial
    assurance and self-insurance support for our Solid Waste business, net of
    intercompany activity.


    Corporate operating results reflect certain costs incurred for various

support services that are not allocated to our reportable segments. These

support services include, among other things, treasury, legal, information (b) technology, tax, insurance, centralized service center processes, other


    administrative functions and the maintenance of our closed landfills.
    "Corporate and Other" also includes costs associated with our long-term
    incentive program and any administrative expenses or revisions to our
    estimated obligations associated with divested operations.

Solid Waste - The most significant items affecting the results of operations of our Solid Waste business during the three years ended December 31, 2019 are summarized below:

The following items affected both comparable periods:

Income from operations for our collection and disposal business continued to

? see strong operating results, primarily driven by (i) internal revenue growth;

(ii) acquisitions and divestitures and (iii) decreased fuel costs due in part

to a year-over-year increase in federal natural gas fuel credits.

However, the following items negatively impacted our results from operations and resulted in lower income from operations in 2019 when compared with 2018:

(i) higher operating costs, driven by increased volumes, higher depreciation

related to new collection fleet and higher labor, maintenance and repair costs;

? (ii) lower recycling commodity prices and (iii) asset impairments. The 2018

period was favorably impacted by net gains associated with the sale of certain

collection and disposal operations in our Tier 1 segment, partially offset by

the impairment of a landfill in our Tier 3 segment.

In addition, the following items affected 2018 when compared with 2017:

Our income from operations for our Solid Waste business benefited from certain

federal natural gas fuel credits in the first quarter of 2018 and was

? negatively impacted by (i) lower market prices for recycling commodities;

(ii) higher operating costs, including a one-time bonus plan established in


   early 2018 targeted at improving


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employee retention and (iii) increased depreciation and amortization expenses to

support growth of our business. During 2018, Tier 1 also benefited from net

gains associated with the sale of certain collection and disposal operations and

Tier 3 was negatively impacted by an impairment of a landfill.




Other - In 2019 compared with 2018, lower income from operations is a result of
(i) net gains from divestitures of certain ancillary operations in the prior
year period of $44 million; (ii) $27 million of goodwill impairment charges, of
which $17 million related to our EES organization and $10 million related to our
LampTracker® reporting unit; (iii) lower commodity prices in 2019 associated
with our WM Renewable Energy organization; (iv) a $16 million non-cash charge to
write off certain equipment costs in 2019 and (v) an increase in claims expense
as a result of growth in the business and cost inflation. In 2018 compared with
2017, our Other segment benefited from net gains from divestitures of certain
ancillary operations and improved results in our EES and WM Renewable Energy
organizations, partially offset by higher risk management costs. Our 2017
results were also favorably affected by a reduction in contingent consideration
obligations in our EES organization.

Corporate and Other - The most significant items affecting the results of operations for Corporate and Other during the three years ended December 31, 2019 are summarized below:

The following items affected 2019 when compared with 2018:

The decrease in income from operations was driven by increased expenses as a

result of (i) higher consulting fees, largely due to the investments we are

making in operating, customer facing and back-office technologies; (ii) higher

? litigation reserves; (iii) preparation for our pending acquisition of Advanced

Disposal and (iv) a decrease in the risk-free discount rate used in the

measurement of our environmental remediation obligations and recovery assets in

2019. Additionally, we recognized higher incentive compensation costs during

2019.

In addition, the following items affected 2018 when compared with 2017:

Decreased expenses in 2018 as a result of lower incentive compensation costs

and severance costs for former executives incurred in 2017, and to a lesser

? extent, charges in 2017 to adjust our subsidiary's estimated potential share of

an environmental remediation liability and related costs for a closed site in

Harris County, Texas. These decreases were offset, in part, by higher

professional fees primarily due to investments in technology.

Interest Expense, Net



Our interest expense, net was $411 million, $374 million and $363 million in
2019, 2018 and 2017, respectively. The increase in 2019 is primarily
attributable to our May 2019 issuance of $4.0 billion senior notes, partially
offset by related increases in interest income as a result of higher cash and
cash equivalents balances. These items are discussed further below in Liquidity
and Capital Resources.

Loss on Early Extinguishment of Debt



In May 2019, WM issued $4.0 billion of senior notes, which are discussed further
below in Summary of Cash and Cash Equivalents, Restricted Trust and Escrow
Accounts and Debt Obligations. Concurrently, we used $344 million of the net
proceeds from the newly issued senior notes to retire $257 million of certain
high-coupon senior notes. The cash paid includes the principal amount of the
debt retired, $84 million of related premiums, which are classified as loss on
early extinguishment of debt in our Consolidated Statement of Operations, and
$3 million of accrued interest. The principal amount of senior notes redeemed
within each series was as follows:



? $304 million of WM Holdings 7.10% senior notes due 2026, of which $56 million

were tendered;

? $395 million of WM 7.00% senior notes due 2028, of which $64 million were

tendered;

? $139 million of WM 7.375% senior notes due 2029, of which $58 million were

tendered;

? $210 million of WM 7.75% senior notes due 2032, of which $57 million were

tendered; and




 ? $274 million of WM 6.125% senior notes due 2039, of which $22 million were
   tendered.




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In the third quarter of 2019, we elected to refund and reissue $99 million of tax-exempt bonds, which resulted in the recognition of a $1 million loss on early extinguishment of debt in our Consolidated Statement of Operations.

Equity in Net Losses of Unconsolidated Entities



We recognized equity in net losses of unconsolidated entities of $55 million,
$41 million and $68 million in 2019, 2018 and 2017, respectively. The losses for
each period are primarily related to our noncontrolling interests in entities
established to invest in and manage low-income housing properties and a refined
coal facility. We generate tax benefits, including tax credits, from the losses
incurred from these investments, which are discussed further in Note 9 to the
Consolidated Financial Statements. The amount in 2017 includes impairment
charges of $29 million to write down equity method investments in waste
diversion technology companies to their estimated fair values.

Other, Net


We recognized other, net expense of $50 million and $8 million in 2019 and 2017,
respectively, compared to other, net income of $2 million in 2018. In 2019, we
recognized a $52 million impairment charge related to our minority-owned
investment in a waste conversion technology business. We wrote down our
investment to its estimated fair value as the result of recent third-party
investor's transactions in securities of this business. The fair value of our
investment was not readily determinable; thus, we determined the fair value
utilizing a combination of quoted price inputs for the equity in our investment
(Level 2) and certain management assumptions pertaining to investment value
(Level 3). The expense for 2017 was impacted by impairment charges of
$11 million related to other-than-temporary declines in the value of
minority-owned investments in waste diversion technology companies.

Income Tax Expense



We recorded income tax expense of $434 million, $453 million and $242 million in
2019, 2018 and 2017 respectively, resulting in effective income tax rates of
20.6%, 19.0% and 11.0% for the years ended December 31, 2019, 2018 and 2017,
respectively. The comparability of our income tax expense for the reported
periods has been primarily affected by the following:

Investments Qualifying for Federal Tax Credits - Our low-income housing

properties and refined coal facility investments reduced our income tax expense

? by $96 million, $57 million and $51 million, primarily due to tax credits

realized from these investments for the years ended December 31, 2019, 2018 and

2017, respectively. See Note 19 for additional information related to these

unconsolidated variable interest entities.

Equity-Based Compensation - During 2019, 2018 and 2017, we recognized excess

? tax benefits related to the vesting or exercise of equity-based compensation

awards resulting in a reduction in our income tax expense of $25 million,

$17 million and $37 million, respectively.

Adjustments to Accruals and Deferred Taxes - Adjustments to our accruals and

deferred taxes due to the filing of our income tax returns, analysis of our

? deferred tax balances and changes in state and foreign laws resulted in a

reduction in our income tax expense of $22 million, $52 million and $5 million

for the years ended December 31, 2019, 2018 and 2017, respectively.

Tax Audit Settlements - We file income tax returns in the U.S. and Canada, as

well as other state and local jurisdictions. We are currently under audit by

? various taxing authorities and our audits are in various stages of completion.

During the reported periods, we settled various tax audits, which resulted in a

reduction in our income tax expense of $2 million, $40 million and $2 million

for the years ended December 31, 2019, 2018 and 2017, respectively.

Enactment of Tax Reform - In accordance with applicable accounting guidance,

the Company recognized the provisional tax impacts and subsequent measurement

period adjustments related to the remeasurement of our deferred income tax

? assets and liabilities and the one-time, mandatory transition tax on deemed

repatriation of previously tax-deferred and unremitted foreign earnings,

resulting in a reduction in our income tax expense of $12 million and

$529 million for the years ended December 31, 2018 and 2017, respectively.


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See Note 9 to the Consolidated Financial Statements for more information related to income taxes.

Landfill and Environmental Remediation Discussion and Analysis



We owned or operated 244 solid waste landfills and five secure hazardous waste
landfills as of December 31, 2019 and 247 solid waste and five secure hazardous
waste landfills as of December 31, 2018. For these landfills, the following
table reflects changes in capacity, as measured in tons of waste, for the years
ended December 31 and remaining airspace, measured in cubic yards of waste, as
of December 31 (in millions):


                                                         2019                                2018
                                           Remaining                           Remaining
                                           Permitted    Expansion    Total     Permitted   Expansion    Total
                                           Capacity     Capacity    Capacity   Capacity    Capacity    Capacity
Balance as of beginning of year (in
tons)                                          4,762          220      4,982       4,799         186      4,985
Acquisitions, divestitures, newly
permitted landfills and closures                  27            -         27           5           -          5
Changes in expansions pursued (a)                  -           36         36           -          72         72
Expansion permits granted (b)                     57         (57)          -          42        (42)          -
Tons received                                  (121)            -      (121)       (116)           -      (116)
Changes in engineering estimates and
other (c)                                         29            1         30          32           4         36
Balance as of end of year (in tons)            4,754          200      4,954       4,762         220      4,982
Balance as of end of year (in cubic
yards)                                         4,694          166      

4,860 4,735 194 4,929

Amounts reflected here relate to the combined impacts of (i) new expansions

pursued; (ii) increases or decreases in the airspace being pursued for (a) ongoing expansion efforts; (iii) adjustments for differences between the


    airspace being pursued and airspace granted and (iv) decreases due to
    decisions to no longer pursue expansion permits, if any.

We received expansion permits at seven of our landfills during 2019 and six (b) of our landfills during 2018, demonstrating our continued success in working

with municipalities and regulatory agencies to expand the disposal airspace


    of our existing landfills.


    Changes in engineering estimates can result in changes to the estimated

available remaining airspace of a landfill or changes in the utilization of

such landfill airspace, affecting the number of tons that can be placed in

the future. Estimates of the amount of waste that can be placed in the future

are reviewed annually by our engineers and are based on a number of factors,

including standard engineering techniques and site-specific factors such as (c) current and projected mix of waste type; initial and projected waste density;

estimated number of years of life remaining; depth of underlying waste;

anticipated access to moisture through precipitation or recirculation of

landfill leachate and operating practices. We continually focus on improving

the utilization of airspace through efforts that may include recirculating

landfill leachate where allowed by permit; optimizing the placement of daily

cover materials and increasing initial compaction through improved landfill

equipment, operations and training.




The tons received at our landfills for the years ended December 31 are shown
below (tons in thousands):


                                                         2019                             2018
                                            # of       Total      Tons per    # of      Total      Tons per
                                            Sites      Tons         Day       Sites     Tons         Day
Solid waste landfills                         244 (a) 120,556          443      247    115,972          426
Hazardous waste landfills                       5         703            3        5        739            3
                                              249     121,259          446      252    116,711          429
Solid waste landfills closed, divested
or contract expired during related year         8         692              

      1        424
                                                      121,951 (b)                      117,135 (b)

(a) In 2019, we acquired five landfills, we closed one landfill and seven


    landfills under contract either closed or the contract expired.


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    These amounts include 1.3 million tons and 1.5 million tons as of

December 31, 2019 and 2018, respectively, that were received at our landfills (b) but were used for beneficial purposes and generally were redirected from the

permitted airspace to other areas of the landfill. Waste types that are

frequently identified for beneficial use include green waste for composting

and clean dirt for on-site construction projects.




When a landfill we own or operate receives certification of closure from the
applicable regulatory agency, we generally transfer the management of the site,
including any remediation activities, to our environmental legacy management
group. As of December 31, 2019, our environmental legacy management group
managed 212 closed landfills.

Based on remaining permitted airspace as of December 31, 2019 and projected
annual disposal volume, the weighted average remaining landfill life for all of
our owned or operated landfills is approximately 39 years. Many of our landfills
have the potential for expanded airspace beyond what is currently permitted. We
monitor the availability of permitted airspace at each of our landfills and
evaluate whether to pursue an expansion at a given landfill based on estimated
future disposal volume, disposal prices, construction and operating costs,
remaining airspace and likelihood of obtaining an expansion permit. We are
seeking expansion permits at 15 of our landfills that meet the expansion
criteria outlined in the Critical Accounting Estimates and Assumptions -
Landfills section below. Although no assurances can be made that all future
expansions will be permitted or permitted as designed, the weighted average
remaining landfill life for all owned or operated landfills is approximately
41 years when considering remaining permitted airspace, expansion airspace and
projected annual disposal volume.

The number of landfills owned or operated as of December 31, 2019, segregated by their estimated operating lives based on remaining permitted and expansion airspace and projected annual disposal volume, was as follows:




                   # of Landfills
0 to 5 years                   27
6 to 10 years                  16
11 to 20 years                 39
21 to 40 years                 65
41+ years                     102
Total                         249 (a)

Of the 249 landfills, 207 are owned, 32 are operated under lease agreements (a) and 10 are operated under other contractual agreements. For the landfills not

owned, we are usually responsible for final capping, closure and post-closure

obligations.




As of December 31, 2019, we have 14 landfills which are not currently accepting
waste. During the year ended December 31, 2019, we performed tests of
recoverability for five of these landfills with an aggregate net recorded
capitalized landfill asset cost of $272 million, for which the undiscounted
expected future cash flows resulting from our probability-weighted estimation
approach exceeded the carrying values. We did not perform recoverability tests
for the remaining nine landfills as the net recorded capitalized landfill asset
cost was not material.

Landfill Assets - We capitalize various costs that we incur to prepare a
landfill to accept waste. These costs generally include expenditures for land
(including the landfill footprint and required landfill buffer property),
permitting, excavation, liner material and installation, landfill leachate
collection systems, landfill gas collection systems, environmental monitoring
equipment for groundwater and landfill gas, directly related engineering,
capitalized interest, and on-site road construction and other capital
infrastructure costs. The cost basis of our landfill assets also includes
estimates of future costs associated with landfill final capping, closure and
post-closure activities, which are discussed further below.

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The changes to the cost basis of our landfill assets and accumulated landfill
airspace amortization for the year ended December 31, 2019 are reflected in the
table below (in millions):


                                                                          Accumulated
                                                   Cost Basis of       Landfill Airspace
                                                  Landfill Assets        Amortization         Landfill Assets
December 31, 2018                                 $         15,240    $           (9,157)    $           6,083
Capital additions                                              656                      -                  656
Asset retirement obligations incurred and
capitalized                                                     72                      -                   72
Acquisitions                                                   289                      -                  289
Amortization of landfill airspace                                -                  (575)                (575)
Foreign currency translation                                    52                   (22)                   30
Asset retirements and other adjustments                      (399)         

          428                   29
December 31, 2019                                 $         15,910    $           (9,326)    $           6,584




As of December 31, 2019, we estimate that we will spend approximately
$600 million in 2020, and approximately $1.3 billion in 2021 and 2022 combined,
for the construction and development of our landfill assets. The specific timing
of landfill capital spending is dependent on future events and spending
estimates are subject to change due to fluctuations in landfill waste volumes,
changes in environmental requirements and other factors impacting landfill
operations.

Landfill and Environmental Remediation Liabilities - As we accept waste at our
landfills, we incur significant asset retirement obligations, which include
liabilities associated with landfill final capping, closure and post-closure
activities. These liabilities are accounted for in accordance with authoritative
guidance on accounting for asset retirement obligations and are discussed in
Note 3 to the Consolidated Financial Statements. We also have liabilities for
the remediation of properties that have incurred environmental damage, which
generally was caused by operations or for damage caused by conditions that
existed before we acquired operations or a site. We recognize environmental
remediation liabilities when we determine that the liability is probable and the
estimated cost for the likely remedy can be reasonably estimated.

The changes to landfill and environmental remediation liabilities for the year ended December 31, 2019 are reflected in the table below (in millions):




                                                                               Environmental
                                                                 Landfill       Remediation
December 31, 2018                                               $    1,760    $           237

Obligations incurred and capitalized                                    72 

                -
Obligations settled                                                  (113)               (22)
Interest accretion                                                      98                  4

Revisions in estimates and interest rate assumptions (a) (b)            33                 21
Acquisitions, divestitures and other adjustments                         5 

                -
December 31, 2019                                               $    1,855    $           240

The amount reported for our landfill liabilities includes revisions in (a) estimates resulting primarily from changes in the timing and amount of costs

as well as changes in estimates of remaining airspace.

The amount reported for our environmental remediation liabilities includes an (b) increase of $11 million due to a decrease in the risk-free discount rate used


    to measure our liabilities from 2.75% at December 31, 2018 to 1.75% at
    December 31, 2019.


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Landfill Operating Costs - The following table summarizes our landfill operating costs for the years ended December 31 (in millions):




                                                           2019       2018  

2017


Interest accretion on landfill liabilities                $    98    $    

95 $ 92 Interest accretion on and discount rate adjustments to environmental remediation liabilities and recovery assets

                                                         13        (2)          3
Leachate and methane collection and treatment                 173        150        143
Landfill remediation costs                                      4         13         14
Other landfill site costs                                      91         75         76
Total landfill operating costs                            $   379    $   331    $   328




Amortization of Landfill Airspace - Amortization of landfill airspace, which is
included as a component of depreciation and amortization expenses, includes the
following:

the amortization of landfill capital costs, including (i) costs that have been

? incurred and capitalized and (ii) estimated future costs for landfill

development and construction required to develop our landfills to their

remaining permitted and expansion airspace; and

the amortization of asset retirement costs arising from landfill final capping,

? closure and post-closure obligations, including (i) costs that have been

incurred and capitalized and (ii) projected asset retirement costs.


Amortization expense is recorded on a units-of-consumption basis, applying cost
as a rate per ton. The rate per ton is calculated by dividing each component of
the amortizable basis of a landfill (net of accumulated amortization) by the
number of tons needed to fill the corresponding asset's remaining permitted and
expansion airspace. Landfill capital costs and closure and post-closure asset
retirement costs are generally incurred to support the operation of the landfill
over its entire operating life and are, therefore, amortized on a per-ton basis
using a landfill's total permitted and expansion airspace. Final capping asset
retirement costs are related to a specific final capping event and are,
therefore, amortized on a per-ton basis using each discrete final capping
event's estimated permitted and expansion airspace. Accordingly, each landfill
has multiple per-ton amortization rates.

The following table presents our landfill airspace amortization expense on a per-ton basis for the years ended December 31:




                                                           2019      2018   

2017


Amortization of landfill airspace (in millions)           $  575    $  538    $  497
Tons received, net of redirected waste (in millions)         121       116 

112

Average landfill airspace amortization expense per ton $ 4.75 $ 4.64

  $ 4.44




Different per-ton amortization rates are applied at each of our 249 landfills,
and per-ton amortization rates vary significantly from one landfill to another
due to (i) inconsistencies that often exist in construction costs and
provincial, state and local regulatory requirements for landfill development and
landfill final capping, closure and post-closure activities and (ii) differences
in the cost basis of landfills that we develop versus those that we acquire.
Accordingly, our landfill airspace amortization expense measured on a per-ton
basis can fluctuate due to changes in the mix of volumes we receive across the
Company each year.

Liquidity and Capital Resources


The Company consistently generates cash flow from operations that meets and
exceeds its working capital needs, the payments of its dividend and investment
in the business through capital expenditures and acquisitions. We continually
monitor our actual and forecasted cash flows, our liquidity and our capital
resources, enabling us to plan for our present needs and fund unbudgeted
business activities that may arise during the year as a result of changing
business conditions or new opportunities. The Company believes that its
investment grade credit ratings, large value of unencumbered assets

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and modest leverage enable it to obtain adequate financing to meet its ongoing capital, operating and other liquidity requirements.

Summary of Cash and Cash Equivalents, Restricted Trust and Escrow Accounts and Debt Obligations

The following is a summary of our cash and cash equivalents, restricted trust and escrow accounts and debt balances as of December 31 (in millions):




                                                                  2019        2018
Cash and cash equivalents                                       $  3,561    $     61
Restricted trust and escrow accounts:
Insurance reserves (a)                                          $    270

$ 252 Final capping, closure, post-closure and environmental remediation funds

                                                    109    

103


Other                                                                  4   

11


Total restricted trust and escrow accounts                      $    383
$    366
Debt:
Current portion                                                 $    218    $    432
Long-term portion                                                 13,280       9,594
Total debt                                                      $ 13,498    $ 10,026

(a) Includes $70 million as of December 31, 2019 and 2018 in other current assets

in our Consolidated Balance Sheets.

Cash and cash equivalents - Cash and cash equivalents at December 31, 2019 primarily include proceeds from the May 2019 issuance of senior notes and our September 2019 issuance of Canadian senior notes. These items are discussed further below and in Note 7 to the Consolidated Financial Statements.

Debt - We use long-term borrowings in addition to the cash we generate from operations as part of our overall financial strategy to support and grow our business. We primarily use senior notes and tax-exempt bonds to borrow on a long-term basis, but we also use other instruments and facilities, when appropriate. The components of our borrowings as of December 31, 2019 are described in Note 7 to the Consolidated Financial Statements.



As of December 31, 2019, we had $1.5 billion of debt maturing within the next 12
months, including (i) $600 million of 4.75% senior notes that mature in June
2020; (ii) $669 million of tax-exempt bonds with term interest rate periods that
expire within the next 12 months, which is prior to their scheduled maturities,
and (iii) $218 million of other debt with scheduled maturities within the next
12 months, including $112 million of tax-exempt bonds. As of December 31, 2019,
we have classified $1.3 billion of debt maturing in the next 12 months as
long-term because we have the intent and ability to refinance these borrowings
on a long-term basis as supported by the forecasted available capacity under our
$3.5 billion long-term U.S. and Canadian revolving credit facility
("$3.5 billion revolving credit facility"), as discussed below. The remaining
$218 million of debt maturing in the next 12 months is classified as current
obligations.

As of December 31, 2019, we also have $169 million of variable-rate tax-exempt
bonds that are supported by letters of credit under our $3.5 billion revolving
credit facility, of which $15 million mature within the next 12 months. 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 $3.5 billion revolving credit
facility to fund these bonds until they are remarketed successfully.
Accordingly, we have classified $154 million of these borrowings as long-term in
our Consolidated Balance Sheet as of December 31, 2019.

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Table of Contents

In May 2019, WM issued $4.0 billion of senior notes consisting of:

? $750 million of 2.95% senior notes due June 15, 2024;

? $750 million of 3.20% senior notes due June 15, 2026;

? $1.0 billion of 3.45% senior notes due June 15, 2029;

? $500 million of 4.00% senior notes due July 15, 2039; and

? $1.0 billion of 4.15% senior notes due July 15, 2049.






The net proceeds from these debt issuances were $3.97 billion. Concurrently, we
used $344 million of the net proceeds from the newly issued senior notes to
retire $257 million of certain high-coupon senior notes. The cash paid includes
the principal amount of the debt retired, $84 million of related premiums and
$3 million of accrued interest as discussed above in Loss on Early
Extinguishment of Debt. We used a portion of the proceeds to repay our
commercial paper borrowings. We intend to use the remaining net proceeds to pay
a portion of the consideration related to our pending acquisition of Advanced
Disposal, which is discussed in Pending Acquisition below, and for general
corporate purposes. The newly-issued senior notes due 2024, 2026, 2029 and 2039
include a special mandatory redemption feature, which 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 Merger Agreement 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.



In September 2019, Waste Management of Canada Corporation, an indirect
wholly-owned subsidiary of WM, issued C$500 million, or $377 million, of 2.6%
senior notes due September 23, 2026, all of which are fully and unconditionally
guaranteed on a senior unsecured basis by WM and WM Holdings. The net proceeds
from the debt issuance were C$496 million, or $373 million, which we intend to
use for general corporate purposes.



See Note 7 to the Consolidated Financial Statements for more information related to the debt transactions.

We have credit facilities in place to support our liquidity and financial assurance needs. The following table summarizes our outstanding letters of credit, categorized by type of facility as of December 31 (in millions):




                                         2019      2018
Revolving credit facility (a)            $ 412    $   587

Other letter of credit facilities (b) 532 556

$ 944    $ 1,143

(a) As of December 31, 2019, we had an unused and available credit capacity of

$3.1 billion.

(b) As of December 31, 2019, these other letter of credit facilities are both

committed and uncommitted with terms extending through April 2021.

Refinancing of Revolving Credit Facility



In November 2019, we entered into the $3.5 billion revolving credit facility,
which amended and restated our prior long-term U.S. and Canadian revolving
credit facility. Amendments to the credit agreement included (i) increasing
total capacity under the facility from $2.75 billion to $3.5 billion; (ii)
increasing the accordion feature that may be used to increase total capacity in
future periods from $750 million to $1.0 billion and (iii) extending the term
through November 2024. The agreement provides the Company with two one-year
extension options. Waste Management of Canada Corporation and WM Quebec Inc.,
each an indirect wholly-owned subsidiary of WM, are borrowers under the
$3.5 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. WM Holdings, a wholly-owned
subsidiary of WM, guarantees all the obligations under the $3.5 billion
revolving credit facility.

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Summary of Cash Flow Activity



The following is a summary of our cash flows for the years ended December 31 (in
millions):


                                                           2019         2018         2017
Net cash provided by operating activities                $   3,874    $   3,570    $   3,180
Net cash used in investing activities                    $ (2,376)    $ 

(2,169) $ (1,620) Net cash provided by (used in) financing activities $ 1,964 $ (1,508) $ (1,361)






Net Cash Provided by Operating Activities - Our operating cash flows increased
by $304 million for the year ended December 31, 2019, as compared with the
prior year period, as a result of (i) higher cash-based earnings in the current
year period primarily associated with our collection and disposal business;
(ii) lower bonus payments in the current year; (iii) lower income tax payments
of $57 million in the current year and (iv) net favorable changes in our
operating assets and liabilities, net of effects of acquisitions and
divestitures, offset slightly by higher interest payments in the current year
period primarily due to our May 2019 issuance of senior notes.

Our operating cash flows increased by $390 million for the year ended December 31, 2018, as compared with the prior year period, as a result of (i) higher earnings primarily associated with our collection and disposal business and (ii) lower income tax payments of $213 million, driven by enactment of tax reform and timing of income tax payments partially offset by lower earnings from our recycling line of business.

Net Cash Used in Investing Activities - The most significant items affecting the
comparison of our investing cash flows for the periods presented are summarized
below:

Acquisitions - Our spending on acquisitions was $527 million, $466 million and

$200 million in 2019, 2018 and 2017, respectively, of which $521 million,

$460 million and $198 million, respectively, are considered cash used in

investing activities. The remaining spend is either cash used in a financing or

an operating activity related to the timing of contingent consideration paid.

? Substantially all of these acquisitions are related to our Solid Waste

business. Our acquisition spending in 2019 is primarily attributable to Petro

Waste Environmental LP. See Note 18 to the Consolidated Financial Statements

for additional information. We continue to focus on accretive acquisitions and


   growth opportunities that will enhance and expand our existing service
   offerings.


   Capital Expenditures - We used $1,818 million, $1,694 million and

$1,509 million for capital expenditures in 2019, 2018 and 2017, respectively.

? The increase is primarily due to an intentional focus on accelerating certain


   collection fleet and landfill spending to support the Company's strong
   collection and disposal growth.

Proceeds from Divestitures - Proceeds from divestitures of businesses and other

assets (net of cash divested) were $49 million, $208 million and $99 million in

2019, 2018 and 2017, respectively. In 2019, 2018 and 2017, $8 million,

? $153 million and $62 million of these divestitures, respectively, were made as

part of our continuous focus on improving or divesting certain non-strategic or

underperforming operations, with the remaining amounts generally related to the

sale of fixed assets.

Other, Net - Our spending within other, net was $86 million, $223 million, and

$12 million in 2019, 2018 and 2017, respectively. Cash used for other investing

activities for the year ended December 31, 2019 was primarily related to

(i) changes in our investments portfolio associated with a wholly-owned

insurance captive from restricted cash and cash equivalents to

available-for-sale securities and (ii) an initial cash payment for low-income

housing investments, which is discussed further in Note 9 to the Consolidated

? Financial Statements. These items were partially offset by cash proceeds from

the redemption of our preferred stock received in conjunction with the 2014

sale of our Puerto Rico operations, which is discussed in Note 17 to the

Consolidated Financial Statements. The increase in 2018 was primarily due to

changes in our investments portfolio associated with our wholly-owned insurance

captive from restricted cash and cash equivalents to available-for-sale


   securities. See Note 17 to the Consolidated Financial Statements for additional
   information.


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Net Cash Provided by (Used in) Financing Activities - The most significant items
affecting the comparison of our financing cash flows for the periods presented
are summarized below:

Debt Borrowings (Repayments) - The following summarizes our cash borrowings and

? repayments of debt (excluding our commercial paper program discussed below) for


   the years ended December 31 (in millions):



                                                     2019       2018        2017

Borrowings:


Revolving credit facility (a)                       $     -    $   119    $

302

Canadian term loan and revolving credit facility - 8


      9
Senior notes                                          3,971          -          745
Canadian senior notes                                   373          -            -
Tax-exempt bonds                                        339        185          299
Other debt                                                -         47          124
                                                    $ 4,683    $   359    $   1,479
Repayments:
Revolving credit facility (a)                       $  (11)    $ (108)    $   (728)

Canadian term loan and revolving credit facility - (117)


  (146)
Senior notes                                          (257)          -        (590)
Tax-exempt bonds                                      (204)      (167)        (251)
Other debt                                             (61)      (107)        (192)
                                                    $ (533)    $ (499)    $ (1,907)

Net cash borrowings (repayments)                    $ 4,150    $ (140)    $

  (428)





(a) Our revolving credit facility was amended and restated in November 2019.

Refer to Note 7 to the Consolidated Financial Statements for additional information related to our debt borrowings and repayments.

Premiums Paid on Early Extinguishment of Debt - During the year ended December

? 31, 2019, we paid premiums of $84 million to retire certain high-coupon senior


   notes. See Note 7 to the Consolidated Financial Statements for further
   discussion of this debt transaction.


   Commercial Paper Program - During 2019, we had net cash repayments of

$1,001 million compared to net cash borrowings of $453 million and $513 million

(net of the related discounts on issuance) during 2018 and 2017, respectively,

? under our commercial paper program. We repaid the outstanding balance with

proceeds from the May 2019 issuance of senior notes discussed above. Borrowings

were primarily to support acquisitions, new business opportunities and for


   general corporate purposes.


   Common Stock Repurchase Program - For the periods presented, all share

repurchases have been made in accordance with financial plans approved by our

Board of Directors. We repurchased $244 million, $1,008 million (including

$4 million paid in January 2019) and $750 million of our common stock during

? 2019, 2018 and 2017, respectively. As a result of the pending acquisition of

Advanced Disposal discussed in Pending Acquisition below, we limited our 2019

share repurchases to an amount sufficient to offset dilution impacts from our

stock-based compensation plans. See Note 14 to the Consolidated Financial

Statements for additional information.


In December 2019, we publicly confirmed that the Company has $1.32 billion
remaining on its existing Board of Directors' authorization to repurchase shares
of the Company's common stock. Any future share repurchases will be made at the
discretion of management and will depend on factors similar to those considered
by the Board of Directors in making dividend declarations.

? Cash Dividends - For the periods presented, all dividends have been declared by

our Board of Directors.




We paid aggregate cash dividends of $876 million, $802 million and $750 million
during 2019, 2018 and 2017, respectively. The increase in dividend payments is
due to our quarterly per share dividend increasing from $0.425

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in 2017 to $0.465 in 2018 and to $0.5125 in 2019 and has been offset, in part,
by a reduction in our common stock outstanding as a result of our common stock
repurchase program.

In December 2019, we announced that our Board of Directors expects to increase
the quarterly dividend from $0.5125 to $0.545 per share for dividends declared
in 2020. However, all future dividend declarations are at the discretion of the
Board of Directors and depend on various factors, including our net earnings,
financial condition, cash required for future business plans, growth and
acquisitions and other factors the Board of Directors may deem relevant.

Proceeds from the Exercise of Common Stock Options - The exercise of common

stock options generated financing cash inflows of $67 million, $52 million and

? $95 million during 2019, 2018 and 2017, respectively. The year-over-year

changes are generally due to the number of stock options exercised and the

exercise price of those options.

Free Cash Flow


We are presenting free cash flow, which is a non-GAAP measure of liquidity, in
our disclosures because we use this measure in the evaluation and management of
our business. We define free cash flow as net cash provided by operating
activities, less capital expenditures, plus proceeds from divestitures of
businesses and other assets (net of cash divested). We believe it is indicative
of our ability to pay our quarterly dividends, repurchase common stock, fund
acquisitions and other investments and, in the absence of refinancings, to repay
our debt obligations. Free cash flow is not intended to replace net cash
provided by operating activities, which is the most comparable GAAP measure. We
believe free cash flow gives investors useful insight into how we view our
liquidity, but the use of free cash flow as a liquidity measure has material
limitations because it excludes certain expenditures that are required or that
we have committed to, such as declared dividend payments and debt service
requirements.

Our calculation of free cash flow and reconciliation to net cash provided by
operating activities is shown in the table below for the years ended December 31
(in millions), and may not be calculated the same as similarly-titled measures
presented by other companies:


                                                           2019         2018         2017
Net cash provided by operating activities                $   3,874    $   3,570    $   3,180
Capital expenditures                                       (1,818)      

(1,694) (1,509) Proceeds from divestitures of businesses and other assets (net of cash divested)

                                   49          208           99
Free cash flow                                           $   2,105    $   2,084    $   1,770






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Summary of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2019 and the anticipated effect of these obligations on our liquidity in future years (in millions):




                                       2020      2021      2022      2023      2024      Thereafter     Total
Recorded Obligations:
Expected environmental liabilities:
(a)
Final capping, closure and
post-closure                          $   138   $   161   $   114   $    96   $   133   $      2,587   $  3,229
Environmental remediation                  27        33        44        34        22             72        232
Non-cancelable operating lease
obligations                                63        58        57        51        40            359        628
                                          228       252       215       181       195          3,018      4,089
Debt payments (b) (c) (d)                 823       629       660       646     1,220          9,701     13,679
Unrecorded Obligations: (e)
Interest on debt (f)                      472       439       425       399       371          3,446      5,552
Estimated unconditional purchase
obligations (g)                           156       143        65        57        47            379        847
Anticipated liquidity impact as of
December 31, 2019                     $ 1,679   $ 1,463   $ 1,365   $ 1,283

$ 1,833 $ 16,544 $ 24,167

Environmental liabilities include final capping, closure, post-closure and

environmental remediation costs recorded in our Consolidated Balance Sheet as (a) of December 31, 2019, without the impact of discounting and inflation. Our

recorded environmental liabilities for final capping, closure and

post-closure will increase as we continue to place additional tons within the

permitted airspace at our landfills.

(b) These amounts represent the scheduled principal payments related to our


    long-term debt and financing leases, excluding interest.


    Our debt obligations as of December 31, 2019 include $669 million of

tax-exempt bonds with term interest rate periods that expire within the next

12 months. If the remarketings of our bonds are unsuccessful, then the bonds

can be put to us, requiring immediate repayment. We have classified the (c) anticipated cash flows for these contractual obligations based on the

scheduled maturity of the borrowings for purposes of this disclosure. For

additional information regarding the classification of these borrowings in

our Consolidated Balance Sheet as of December 31, 2019, refer to Note 7 to

the Consolidated Financial Statements.

Our recorded debt obligations include non-cash adjustments associated with (d) debt issuance costs, discounts, premiums and fair value adjustments

attributable to terminated interest rate derivatives. These amounts have been

excluded as they will not impact our liquidity in future periods.

Our unrecorded obligations represent operating lease obligations and purchase

commitments from which we expect to realize an economic benefit in future (e) periods and interest payable on our debt. We have also made certain

guarantees, as discussed in Note 11 to the Consolidated Financial Statements,

that we do not expect to materially affect our current or future financial

position, results of operations or liquidity.

Interest on our fixed-rate debt was calculated based on contractual rates and (f) interest on our variable-rate debt was calculated based on interest rates as

of December 31, 2019. As of December 31, 2019, we had $122 million of accrued


    interest related to our debt obligations.


    Our unconditional purchase obligations are for various contractual

obligations that we generally incur in the ordinary course of our business.

Certain of our obligations are quantity driven. For contracts that require us

to purchase minimum quantities of goods or services, we have estimated our (g) future minimum obligations based on the current market values of the

underlying products or services or contractually stated amounts. Accordingly,

the amounts reported in the table are subject to change and actual cash flow

obligations in the near future may be different. See Note 11 to the

Consolidated Financial Statements for discussion of the nature and terms of


    our unconditional purchase obligations.


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Pending Acquisition

On April 14, 2019, we entered into an Agreement and Plan of Merger (the "Merger
Agreement") to acquire all outstanding shares of Advanced Disposal for $33.15
per share in cash, representing a total enterprise value of $4.9 billion when
including approximately $1.9 billion of Advanced Disposal's net debt. Advanced
Disposal's solid waste network includes 95 collection operations, 73 transfer
stations, 41 owned or operated landfills and 22 owned or operated recycling
facilities. On June 28, 2019, Advanced Disposal announced that 85.9% of the
outstanding shares of its common stock entitled to vote were voted in favor of
the proposal to adopt the Merger Agreement at a special meeting of stockholders
held that day. We anticipate that we will obtain antitrust regulatory approval
by the end of March 2020 and close the Advanced Disposal transaction soon
thereafter.

Critical Accounting Estimates and Assumptions



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. Each of these
items is discussed in additional detail below and in Note 3 to the Consolidated
Financial Statements. Actual results could differ materially from the estimates
and assumptions that we use in the preparation of our financial statements.

Landfills



Accounting for landfills requires that significant estimates and assumptions be
made regarding (i) the cost to construct and develop each landfill asset;
(ii) the estimated fair value of final capping, closure and post-closure asset
retirement obligations, which must consider both the expected cost and timing of
these activities; (iii) the determination of each landfill's remaining permitted
and expansion airspace and (iv) the airspace associated with each final capping
event.

Landfill Costs - We estimate the total cost to develop each of our landfill
sites to its remaining permitted and expansion airspace. This estimate includes
such costs as landfill liner material and installation, excavation for airspace,
landfill leachate collection systems, landfill gas collection systems,
environmental monitoring equipment for groundwater and landfill gas, directly
related engineering, capitalized interest, on-site road construction and other
capital infrastructure costs. Additionally, landfill development includes all
land purchases for the landfill footprint and required landfill buffer property.
The projection of these landfill costs is dependent, in part, on future events.
The remaining amortizable basis of each landfill includes costs to develop a
site to its remaining permitted and expansion airspace and includes amounts
previously expended and capitalized, net of accumulated airspace amortization,
and projections of future purchase and development costs.

Final Capping Costs - We estimate the cost for each final capping event based on
the area to be capped and the capping materials and activities required. The
estimates also consider when these costs are anticipated to be paid and factor
in inflation and discount rates. Our engineering personnel allocate landfill
final capping costs to specific final capping events. The landfill airspace
associated with each final capping event is then quantified and the final
capping costs for each event are amortized over the related airspace associated
with the event as waste is disposed of at the landfill. We review these costs
annually, or more often if significant facts change. Changes in estimates, such
as timing or cost of construction, for final capping events immediately impact
the required liability and the corresponding asset. When the change in estimate
relates to a fully consumed asset, the adjustment to the asset must be amortized
immediately through expense. When the change in estimate relates to a final
capping event that has not been fully consumed, the adjustment to the asset is
recognized in income prospectively as a component of landfill airspace
amortization.

Closure and Post-Closure Costs - We base our estimates for closure and post-closure costs on our interpretations of permit and regulatory requirements for closure and post-closure monitoring and maintenance. The estimates for landfill



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closure and post-closure costs also consider when the costs are anticipated to
be paid and factor in inflation and discount rates. The possibility of changing
legal and regulatory requirements and the forward-looking nature of these types
of costs make any estimation or assumption less certain. Changes in estimates
for closure and post-closure events immediately impact the required liability
and the corresponding asset. When the change in estimate relates to a fully
consumed asset, the adjustment to the asset must be amortized immediately
through expense. When the change in estimate relates to a landfill asset that
has not been fully consumed, the adjustment to the asset is recognized in income
prospectively as a component of landfill airspace amortization.

Remaining Permitted Airspace - Our engineers, in consultation with third-party
engineering consultants and surveyors, are responsible for determining remaining
permitted airspace at our landfills. The remaining permitted airspace is
determined by an annual survey, which is used to compare the existing landfill
topography to the expected final landfill topography.

Expansion Airspace - We also include currently unpermitted expansion airspace in
our estimate of remaining permitted and expansion airspace in certain
circumstances. First, to include airspace associated with an expansion effort,
we must generally expect the initial expansion permit application to be
submitted within one year and the final expansion permit to be received within
five years. Second, we must believe that obtaining the expansion permit is
likely, considering the following criteria:

? Personnel are actively working on the expansion of an existing landfill,

including efforts to obtain land use and local, state or provincial approvals;

? We have a legal right to use or obtain land to be included in the expansion

plan;

There are no significant known technical, legal, community, business, or

? political restrictions or similar issues that could negatively affect the

success of such expansion; and

? Financial analysis has been completed based on conceptual design, and the

results demonstrate that the expansion meets Company criteria for investment.




For unpermitted airspace to be initially included in our estimate of remaining
permitted and expansion airspace, the expansion effort must meet all the
criteria listed above. These criteria are evaluated by our field-based
engineers, accountants, managers and others to identify potential obstacles to
obtaining the permits. Once the unpermitted airspace is included, our policy
provides that airspace may continue to be included in remaining permitted and
expansion airspace even if certain of these criteria are no longer met as long
as we continue to believe we will ultimately obtain the permit, based on the
facts and circumstances of a specific landfill. In these circumstances,
continued inclusion must be approved through a landfill-specific review process
that includes approval by our Chief Financial Officer on a quarterly basis.

When we include the expansion airspace in our calculations of remaining
permitted and expansion airspace, we also include the projected costs for
development, as well as the projected asset retirement costs related to final
capping, closure and post-closure of the expansion in the amortization basis of
the landfill.

Once the remaining permitted and expansion airspace is determined in cubic
yards, an airspace utilization factor ("AUF") is established to calculate the
remaining permitted and expansion capacity in tons. The AUF is established using
the measured density obtained from previous annual surveys and is then adjusted
to account for future settlement. The amount of settlement that is forecasted
will take into account several site-specific factors including current and
projected mix of waste type, initial and projected waste density, estimated
number of years of life remaining, depth of underlying waste, anticipated access
to moisture through precipitation or recirculation of landfill leachate and
operating practices. In addition, the initial selection of the AUF is subject to
a subsequent multi-level review by our engineering group and the AUF used is
reviewed on a periodic basis and revised as necessary. Our historical experience
generally indicates that the impact of settlement at a landfill is greater later
in the life of the landfill when the waste placed at the landfill approaches its
highest point under the permit requirements.

After determining the costs and remaining permitted and expansion capacity at
each of our landfills, we determine the per ton rates that will be expensed as
waste is received and deposited at the landfill by dividing the costs by the

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corresponding number of tons. We calculate per ton amortization rates for each
landfill for assets associated with each final capping event, for assets related
to closure and post-closure activities and for all other costs capitalized or to
be capitalized in the future. These rates per ton are updated annually, or more
often, as significant facts change.

It is possible that actual results, including the amount of costs incurred, the
timing of final capping, closure and post-closure activities, our airspace
utilization or the success of our expansion efforts could ultimately turn out to
be significantly different from our estimates and assumptions. To the extent
that such estimates, or related assumptions, prove to be significantly different
than actual results, lower profitability may be experienced due to higher
amortization rates or higher expenses; or higher profitability may result if the
opposite occurs. Most significantly, if it is determined that expansion capacity
should no longer be considered in calculating the recoverability of a landfill
asset, we may be required to recognize an asset impairment or incur
significantly higher amortization expense. If at any time management makes the
decision to abandon the expansion effort, the capitalized costs related to the
expansion effort are expensed immediately.

Environmental Remediation Liabilities


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
operations, or for damage caused by conditions that existed before we acquired a
site. These liabilities include PRP investigations, settlements, and certain
legal and consultant fees, as well as costs directly associated with site
investigation and clean up, such as materials, external contractor costs and
incremental internal costs directly related to the remedy. We provide for
expenses associated with environmental remediation obligations when such amounts
are probable and can be reasonably estimated. We routinely review and evaluate
sites that require remediation and determine our estimated cost for the likely
remedy based on a number of estimates and assumptions.

Where it is probable that a liability has been incurred, we estimate costs
required to remediate sites based on site-specific facts and circumstances. We
routinely review and evaluate sites that require remediation, considering
whether we were an owner, operator, transporter, or generator at the site, the
amount and type of waste hauled to the site and the number of years we were
associated with the site. Next, we review the same type of information with
respect to other named and unnamed PRPs. Estimates of the costs for the likely
remedy are then either developed using our internal resources or by third-party
environmental engineers or other service providers. Internally developed
estimates are based on:

? Management's judgment and experience in remediating our own and unrelated

parties' sites;

? Information available from regulatory agencies as to costs of remediation;

? The number, financial resources and relative degree of responsibility of other

PRPs who may be liable for remediation of a specific site; and

? The typical allocation of costs among PRPs, unless the actual allocation has


   been determined.


Long-Lived Asset Impairments

We assess our long-lived assets for impairment as required under the applicable
accounting standards. If necessary, impairments are recorded in (gain) loss from
divestitures, asset impairments and unusual items, net in our Consolidated
Statement of Operations.

Property and Equipment, Including Landfills and Definite-Lived Intangible
Assets - We monitor the carrying value of our long-lived assets for potential
impairment on an ongoing basis and test the recoverability of such assets
generally using significant unobservable ("Level 3") inputs whenever events or
changes in circumstances indicate that their carrying amounts may not be
recoverable. These events or changes in circumstances, including management
decisions pertaining to such assets, are referred to as impairment indicators.
If an impairment indicator occurs, we perform a test of recoverability by
comparing the carrying value of the asset or asset group to its undiscounted
expected future cash flows.

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If cash flows cannot be separately and independently identified for a single
asset, we will determine whether an impairment has occurred for the group of
assets for which we can identify the projected cash flows. If the carrying
values are in excess of undiscounted expected future cash flows, we measure any
impairment by comparing the fair value of the asset or asset group to its
carrying value and the difference is recorded in the period that the impairment
indicator occurs. Fair value is generally determined by considering
(i) internally developed discounted projected cash flow analysis of the asset or
asset group; (ii) actual third-party valuations and/or (iii) information
available regarding the current market for similar assets. Estimating future
cash flows requires significant judgment and projections may vary from the cash
flows eventually realized, which could impact our ability to accurately assess
whether an asset has been impaired.

The assessment of impairment indicators and the recoverability of our
capitalized costs associated with landfills and related expansion projects
require significant judgment due to the unique nature of the waste industry, the
highly regulated permitting process and the sensitive estimates involved. During
the review of a landfill expansion application, a regulator may initially deny
the expansion application although the expansion permit is ultimately granted.
In addition, management may periodically divert waste from one landfill to
another to conserve remaining permitted landfill airspace, or a landfill may be
required to cease accepting waste, prior to receipt of the expansion permit.
However, such events occur in the ordinary course of business in the waste
industry and do not necessarily result in impairment of our landfill assets
because, after consideration of all facts, such events may not affect our belief
that we will ultimately obtain the expansion permit. As a result, our tests of
recoverability, which generally make use of a probability-weighted cash flow
estimation approach, may indicate that no impairment loss should be recorded.

Indefinite-Lived Intangible Assets, Including Goodwill - At least annually, and
more frequently if warranted, we assess the indefinite-lived intangible assets
including the goodwill of our reporting units for impairment using Level 3
inputs.

We first performed a qualitative assessment to determine if it was more likely
than not that the fair value of a reporting unit was less than its carrying
value. If the assessment indicated a possible impairment, we completed a
quantitative review, comparing the estimated fair value of a reporting unit to
its carrying amount, including goodwill. An impairment charge was recognized if
the asset's estimated fair value was less than its carrying amount. Fair value
is typically estimated using an income approach. However, when appropriate, we
may also use a market approach. The income approach is based on the long-term
projected future cash flows of the reporting units. We discount the estimated
cash flows to present value using a weighted average cost of capital that
considers factors such as market assumptions, the timing of the cash flows and
the risks inherent in those cash flows. We believe that this approach is
appropriate because it provides a fair value estimate based upon the reporting
units' expected long-term performance considering the economic and market
conditions that generally affect our business. The market approach estimates
fair value by measuring the aggregate market value of publicly-traded companies
with similar characteristics to our business as a multiple of their reported
earnings. We then apply that multiple to the reporting units' earnings to
estimate their fair values. We believe that this approach may also be
appropriate in certain circumstances because it provides a fair value estimate
using valuation inputs from entities with operations and economic
characteristics comparable to our reporting units.

Fair value is computed using several factors, including projected future
operating results, economic projections, anticipated future cash flows,
comparable marketplace data and the cost of capital. There are inherent
uncertainties related to these factors and to our judgment in applying them in
our analysis. However, we believe our methodology for estimating the fair value
of our reporting units is reasonable.

See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - (Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net and Note 6 to the Consolidated Financial Statements for information related to goodwill impairments recognized during the reported periods.

Insured and Self-Insured Claims



We have retained a significant portion of the risks related to our health and
welfare, general liability, automobile liability and workers' compensation
claims programs. The exposure for unpaid claims and associated expenses,
including incurred but not reported losses, are based on an actuarial valuations
and internal estimates. The accruals for these liabilities

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could be revised if future occurrences or loss developments significantly differ
from our assumptions used. Estimated recoveries associated with our insured
claims are recorded as assets when we believe that the receipt of such amounts
is probable.

We use a wholly-owned insurance captive to insure the deductibles for our
general liability, automobile liability and workers' compensation claims
programs. We continue to maintain conventional insurance policies with
third-party insurers. In addition to certain business and operating benefits of
having a wholly-owned insurance captive, we expect to receive certain cash flow
benefits related to the timing of tax deductions related to these claims. WM
will pay an annual premium to the insurance captive, typically in the first
quarter of the year, for the estimated losses based on the external actuarial
analysis. These premiums are held in a restricted escrow account to be used
solely for paying insurance claims, resulting in a transfer of risk from WM to
the insurance captive and are allocated between current and long-term assets in
our Consolidated Balance Sheets depending on timing on the use of funds.

Off-Balance Sheet Arrangements


We have financial interests in unconsolidated variable interest entities as
discussed in Note 19 to the Consolidated Financial Statements. Additionally, we
are party to guarantee arrangements with unconsolidated entities as discussed in
the Guarantees section of Note 11 to the Consolidated Financial Statements.
These arrangements have not materially affected our financial position, results
of operations or liquidity during the year ended December 31, 2019, nor are they
expected to have a material impact on our future financial position, results of
operations or liquidity.

Inflation

While inflationary increases in costs can affect our income from operations
margins, we believe that inflation generally has not had, and in the near future
is not expected to have, any material adverse effect on our results of
operations. However, as of December 31, 2019, approximately 30% of our
collection revenues are generated under long-term agreements with price
adjustments based on various indices intended to measure inflation.
Additionally, management's estimates associated with inflation have had, and
will continue to have, an impact on our accounting for landfill and
environmental remediation liabilities.

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