WMWaste Management

Please amend your filing to include a revised management’s report on internal control over financial reporting with a statement as to whether or not your internal control over financial reporting is effective. Refer to Item 308(a) of Regulation S-K.

Amended Item 9A Controls and Procedures. Management’s Report on Internal Control Over Financial Reporting, page 127

The Company will include the following statement in Management’s Report on Internal Control Over Financial Reporting within a Form 10-K/A for the year ended December 31, 2021:

“Management of the Company assessed the effectiveness of our internal control over financial reporting as of December 31, 2021 based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

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Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.”

The Company intends to file the amendment to the Form 10-K on March 29, 2022.

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The Company acknowledges that:

● the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

● the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

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As of March 31, 2018, you had $2.2 billion of debt maturing within the next 12 months of which $1.1 billion was classified as long-term because of your intent and ability to refinance these borrowings on a long-term basis as supported by the forecasted available capacity under your $2.25 billion revolving credit facility.

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Given your disclosures on page 10 indicate that there was unused and available credit capacity of only $629 million as of March 31, 2018, please help us further understand how you determined that it was appropriate to classify $1.1 billion as long-term debt. Please provide us with your analysis pursuant to ASC 470-10-45-12A through 45-20 as of March 31, 2018.

On a quarterly basis, we assess our debt classification for reporting purposes in accordance with ASC 470-10-45-14, Intent and Ability to Refinance on a Long-Term Basis, which provides that short-term obligations shall be excluded from current liabilities only if (1) the Company intends to refinance the obligation on a long-term basis and (2) the Company’s intent to refinance the short-term obligation on a long-term basis is supported by an ability to consummate the refinancing with either a post-balance-sheet-date issuance of a long-term obligation or a financing agreement that clearly

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permits the Company to refinance the short-term obligation on a long-term basis on terms that are readily determinable.

The $1.1 billion of debt maturing in the next 12 months that was classified as long-term as of March 31, 2018 was comprised of: 1) $495 million of outstanding commercial paper borrowings, which are directly supported by the Company’s $2.25 billion revolving credit facility (the “Facility”) and were, therefore, subtracted from the measurement of available credit capacity of the Facility and 2) $629 million of other current obligations. The Company’s classification of these borrowings as long-term is based on management’s assessment of the Company’s intent and ability to refinance these borrowings on a long-term basis. The specific application of ASC 470-10-45 to these assessments is outlined below.

Intent:

Our quarterly analysis of the $2.2 billion of short-term obligations outstanding as of March 31, 2018 reflected that the Company had the intent to refinance or maintain $1.326 billion of such obligations on a long-term basis, as set forth below:

1) Borrowings Outstanding under the Commercial Paper Program — Total borrowings outstanding under the commercial paper program were $989 million as of March 31, 2018. We intend to repay approximately $494 million of this outstanding balance within the next 12 months with projected excess cash flow from operations of the business. Management intends to maintain the remaining $495 million of outstanding borrowings on a long-term basis under the Facility.

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We note that you reported a working capital deficit as of December 31, 2016, December 31, 2017, and March 31, 2018. We also note that you are relying on the remaining availability under your primary revolving credit facility to support your intent and ability to refinance your short-term debt on a long-term basis as of March 31, 2018.

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In this regard, please expand your disclosures to address your consideration of both the working capital deficit as well as the availability under your credit agreements in determining that your sources of cash will be sufficient to meet your cash and liquidity requirements over the next twelve months.

While a working capital deficit can, in some instances, be an indicator of liquidity concerns, the Company generally elects to maintain a working capital deficit in its normal course of business due to the strong and consistent cash from operations of the business. Cash from operations meaningfully exceeds the near-term working capital needs of the business as well as other recurring investing and financing activities. In order to better clarify management’s outlook for liquidity, including its ability to meet working capital needs, we intend to complement existing disclosures as proposed.

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By way of example, and subject to further revision and refinement, we propose to provide the disclosure set forth below in future filings.

Prospective Expanded Disclosure:

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

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