Washington, D.C. 20549
Notes to Financial Statements
December 31, 2016
1. Description of
Plan
The following description of the Waste Management Retirement Savings Plan (the Plan) provides only general
information. Participants should refer to the Summary Plan Description and the plan document for a more complete description of the Plans provisions.
General
The Plan is a defined
contribution plan sponsored by Waste Management, Inc. (the Company or WM), and eligible affiliates (as defined in the Plan) (collectively Waste Management) for the benefit of eligible employees and their
beneficiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Administration
The Administrative
Committee of the Waste Management Employee Benefit Plans (the Administrative Committee) has been named to serve as administrator and fiduciary of the Plan. Bank of America, N.A. (Bank of America) serves as trustee of the Plan
pursuant to a Defined Contribution Plan Trust Agreement (the Trust Agreement) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (BAML) serves as the Plans third-party recordkeeper.
Eligibility
Employees (as defined by
the Plan) are eligible to participate in the Plan following completion of a
90-day
period of service (as defined by the Plan).
Individuals who are ineligible to participate in the Plan consist of (a) leased employees; (b) employees whose employment is
governed by a collective bargaining agreement that does not provide for participation in the Plan for such individual; (c) individuals providing services to the Company and who are designated as independent contractors; (d) employees
performing services on a seasonal or temporary basis; (e) any individual who is not regularly employed in, or a citizen of, the United States and (f) individuals who are participants in certain other pension, retirement, profit-sharing,
stock bonus, thrift or savings plans maintained by Waste Management. Certain United States citizens employed by foreign affiliates of the Company may participate in the Plan under certain provisions specified by the Plan.
Contributions
Participants are
permitted to contribute from one percent to 50 percent of their
pre-tax
base compensation, other than annual incentive plan compensation, as defined by the Plan, and 80 percent of their annual
incentive plan bonus not to exceed certain limits as described in the plan document (Employee Contribution). In addition, participants that are age 50 or older are eligible to make
pre-tax
catch-up
contributions not to exceed certain limits described in the Plan document.
After-tax
contributions are permitted by the Plan. Participants may also contribute amounts
representing distributions from other qualified plans (Rollover Contributions).
With respect to each participant whose
employment is not governed by a collective bargaining agreement, Waste Management matches 100 percent of each participants Employee Contribution up to three percent of the participants compensation, as defined by the Plan, plus
50 percent of the participants Employee Contribution in excess of three percent of the participants compensation up to six percent of the participants compensation. With respect to each participant whose employment
relationship is covered by a collective bargaining agreement, the amount of contributions by Waste Management, if any, is provided for in the applicable collective bargaining agreement.
4
Investment Options
The Plan offers participants diversified investment options. During 2016, the Plan offered (a) 12 common collective trust funds (including
nine target retirement-date funds); (b) five mutual funds; (c) a WM common stock fund (which is an Employee Stock Ownership Plan); (d) a stable value fund, which includes direct investments in fully benefit-responsive contracts and investments
in common collective trust funds, managed by Galliard Capital Management (Galliard) and (e) a self-directed brokerage account, which allows participants to select various securities sold on the New York Stock Exchange, American
Stock Exchange and NASDAQ. Participants direct investment of their accounts among the investment options offered under the Plan. A participant may make such an election on any business day. The Plan utilizes cash equivalents to temporarily hold
monies pending settlement for transactions initiated by participants.
If a participant invests in the WM common stock fund, the
participant can elect to receive in cash any dividends paid on the common stock in the participants account. If a participant does not make such an election, dividends will automatically be reinvested in the WM common stock fund. Each
participant who has invested in the WM common stock fund has the right to vote the shares of stock in his or her account with respect to any matter that comes before the shareholders for a vote.
With respect to the self-directed brokerage account, several restrictions apply and a minimum balance is required to participate.
Additionally, if a participant invests in the self-directed brokerage account, the participant has the right to vote the shares of securities held in the participants account.
Vesting
Participants are immediately
vested in their Employee Contributions, Rollover Contributions and Employer Contributions, plus earnings thereon.
Participant Accounts
Each participants account is credited with the participants Employee Contribution, Rollover Contribution and any Employer
Contribution and an allocation of investment income and loss and expenses. Investment income and loss is allocated to a participants account based upon a participants proportionate share of the funds within the Plan.
Payment of Benefits
Upon retirement,
disability or termination of employment, participants or, in the case of a participants death, their designated beneficiaries, may make withdrawals from their accounts as specified by the Plan. Prior to termination, participants who have
reached age
59-1/2
may withdraw from their accounts. Distributions are made by a single
lump-sum
payment or direct rollover. Distributions of accounts invested in WM
common stock may be taken in whole shares of common stock or cash.
Participants may make withdrawals from their contributions, including
certain earnings on those contributions, in the event of proven financial hardship of the participant. Not more than one hardship withdrawal is permitted in any
12-month
period, and the participant is not
permitted to contribute to the Plan or any other plans maintained by Waste Management for six months after receiving the hardship distribution.
Notes
Receivable from Participants
Notes receivable from participants represent participant loans that are recorded at their unpaid
principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. No allowance for credit losses has been recorded as of December 31, 2016 and 2015. If a participant
ceases to make loan repayments and the Plan administrator deems the participant loan to be a distribution, the participant loan balance is reduced and a benefit payment is recorded. Participants who are active employees may obtain loans of not less
than $1,000 and a maximum of 50 percent of a participants vested accounts (excluding any amounts invested in the self-directed brokerage account) immediately preceding the loan grant date. In no event shall a loan exceed $50,000, reduced
by the greater of (a) the highest outstanding balance of loans during the
one-year
period ending on the date before a new loan is made or modified or (b) the outstanding balance of loans on the date
a new loan is made or modified. Not more than one loan shall be outstanding at any time, except for multiple loans which (a) result from a merger of another plan into this Plan or (b) result from a participants defaulting on a loan.
Interest rates and repayment terms are established by the Administrative Committee. Such loans shall be repaid by payroll deduction or any other method approved by the Administrative Committee. The Administrative
5
Committee requires that: (a) no more than one loan per year be taken by a participant; (b) repayments be made no less frequently than quarterly; (c) loans be repaid over a period
not to exceed 54 months and (c) repayments, including interest, be made in equal periodic payments over the term of the loan and applied to principal using a level amortization over the repayment period. Prepayment of a participants total
principal amount outstanding is allowed at any time.
Administrative Expenses
Administrative expenses of the Plan are generally allocated among participants. Loan administration fees and certain other expenses are
charged directly to the account balance of the applicable participant. In 2016, Waste Management elected to pay certain audit and legal fees of the Plan.
2. Summary of Accounting Policies
Basis of
Accounting
The accompanying financial statements of the Plan have been prepared using the accrual basis of accounting in accordance
with accounting principles generally accepted in the United States (GAAP). Benefits are recorded when paid to participants.
Use of
Estimates
The preparation of financial statements in conformity with GAAP requires the Plans management to make estimates and
assumptions that affect the reported amounts of net assets available for benefits at the date of the financial statements and the changes in net assets available for benefits during the reporting period and, when applicable, disclosures of
contingent assets and liabilities at the date of the financial statements. Actual results could differ materially from the estimates and assumptions used in the preparation of the financial statements.
Investments
Corporate stocks, mutual
funds and publicly-traded partnership interests held by the Plan are stated at fair value based on quoted market prices as of the financial statement date. The fair values of the common collective trust funds held by the Plan are generally based on
net asset values established by the issuer of the common collective trust funds based on fair values of the underlying assets. The investment options available within the Plan include a stable value fund that invests in fully benefit-responsive
synthetic guaranteed investment contracts (Synthetic GICs). These investments held by the stable value fund are presented at contract value in the Statements of Net Assets Available for Benefits. See Note 3 for further discussion of
Synthetic GICs. Short-term investments (included in amounts reported as common collective trust funds herein) are stated at cost, which approximates fair value.
The Plan records purchases and sales of securities on a trade-date basis and dividends on the
ex-dividend
date. Interest income is recorded on the accrual basis.
Risks and Uncertainties
The Plan provides for investments in various securities that, in general, are exposed to various risks, such as interest rate, credit and
overall market volatility risks. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially
affect the amounts reported in the Statements of Net Assets Available for Benefits and participant account balances.
Reclassifications
When necessary, reclassifications are made to the prior year financial information to conform to the current year presentation.
3. Investment in Stable Value Fund
The
Plan includes a stable value fund that invests in fully benefit-responsive Synthetic GICs. Synthetic GICs are comprised of (a) individual assets or investments placed in a trust and (b) wrapper contracts that guarantee that participant
transactions will be executed at contract value. The investment portfolio of a Synthetic GIC, when coupled with a wrapper contract, attempts to replicate the
6
investment characteristics of traditional GICs, which provide a specified rate of return for a specific period of time. Contract value represents principal, plus accrued interest less
withdrawals.
The interest crediting rates for Synthetic GICs are calculated on a quarterly basis using the contract value, market value,
yield and duration of the underlying securities, but cannot be less than zero.
There are certain events not initiated by the Plan
participants that could limit the ability of the Plan to transact with the issuer at contract value. Examples of such events include, but are not limited to: material amendments to the Plan documents or administration; changes to the Plans
competing investment options including the elimination of equity wash provisions; bankruptcy of the Plan sponsor or other events that would cause a significant withdrawal from the Plan; full or partial termination of the Plan; failure of the Plan to
qualify for exemption from federal income taxes or any required prohibited transaction exemption under ERISA; any change in tax code, laws or regulations applicable to the Plan and delivery of any communication to Plan participants designed to
influence participants not to invest in the fund. The Plan sponsor does not believe that the occurrence of any of these events, which would limit the Plans ability to transact with the issuer at its contract value, is probable.
Synthetic GICs generally are evergreen contracts that contain termination provisions, allowing the fund or the contract issuer to terminate
with notice, at any time at fair value, and providing for automatic termination of the contract if the contract value or the fair value of the underlying portfolio equals zero. The issuer is obligated to pay the excess contract value when the fair
value of the underlying portfolio equals zero.
Additionally, the fund also invests in two common collective trust funds, Wells Fargo
Stable Value Fund W, which has an investment objective similar to that of the fund, and Wells Fargo/BlackRock Short Term Investment Fund S, which invests in highly liquid assets and is used for daily liquidity needs.
4. Fair Value Measurements
For purposes
of the Plans financial reporting, fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring
assets and liabilities that are required to be recorded at fair value, the Plan considers the principal or most advantageous market in which the Plan would transact. Fair value is estimated by applying the following hierarchy, which prioritizes the
inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level
1
Quoted prices in active markets for identical assets or liabilities.
Level
2
Observable inputs other than quoted prices in active markets for identical assets and
liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level
3
Inputs that are generally unobservable and typically reflect the Plans estimate
of assumptions that market participants would use in pricing the asset or liability. The Plan had no Level 3 assets as of December 31, 2016 or 2015.
We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. In measuring the fair
value of our assets and liabilities, we use market data or assumptions that we believe market participants would use in pricing an asset or liability, including assumptions about risk when appropriate.
7
The following table provides by level, within the fair value hierarchy, a summary of investments
of the Plan as of December 31 measured at fair value on a recurring basis:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Quoted Prices in Active Markets (Level 1):
|
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
745,348,620
|
|
|
$
|
680,662,211
|
|
WM common stock
|
|
|
164,768,180
|
|
|
|
126,303,991
|
|
Self-directed brokerage accounts
|
|
|
33,385,237
|
|
|
|
32,740,354
|
|
|
|
|
|
|
|
|
|
|
Subtotal Level 1
|
|
|
943,502,037
|
|
|
|
839,706,556
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Significant Other Observable Inputs (Level 2):
|
|
|
|
|
|
|
|
|
Self-directed brokerage accounts money fund
|
|
|
9,411,704
|
|
|
|
8,495,535
|
|
Stable Value fund short-term investment fund
|
|
|
7,028,338
|
|
|
|
6,675,684
|
|
Money fund
|
|
|
604,929
|
|
|
|
954,768
|
|
|
|
|
|
|
|
|
|
|
Subtotal Level 2
|
|
|
17,044,971
|
|
|
|
16,125,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments Measured at Net Asset Value (a):
|
|
|
|
|
|
|
|
|
Common collective trust funds
|
|
|
725,874,953
|
|
|
|
681,290,070
|
|
|
|
|
|
|
|
|
|
|
Subtotal Investments Measured at Net Asset Value
|
|
|
725,874,953
|
|
|
|
681,290,070
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investments at Fair Value
|
|
$
|
1,686,421,961
|
|
|
$
|
1,537,122,613
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent)
practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial
position.
|
5. Federal Income Taxes
The Plan has received a determination letter from the Internal Revenue Service (the IRS) dated April 30, 2015, stating that
the Plan, as amended and restated as of January 1, 2015, is in compliance with the applicable requirements of the Internal Revenue Code (the Code), which were timely adopted by the Plan sponsor subsequent to receipt of the
determination letter. The Plan sponsor has adopted a further amendment and restatement of the Plan and subsequent amendments since receiving the determination letter. The Plan administrator and counsel believe that the Plan is currently designed and
being operated in compliance with the applicable requirements of the Code. If an operational issue is discovered, the Plan sponsor has indicated that it will take any necessary steps to bring the Plans operations into compliance with the Code.
GAAP requires plan management to evaluate uncertain tax positions taken by the Plan. The financial statement effects of a tax position
are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of
December 31, 2016, there are no uncertain tax positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however,
there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2013.
8
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 as of December 31:
|
|
|
|
|
|
|
|
|
|
|
2016
|
|
|
2015
|
|
Net assets available for benefits per the financial statements
|
|
$
|
2,066,185,547
|
|
|
$
|
1,895,330,255
|
|
Amounts pending distribution to participants
|
|
|
(604,379
|
)
|
|
|
(943,198
|
)
|
|
|
|
|
|
|
|
|
|
Net assets available for benefits per the Form 5500
|
|
$
|
2,065,581,168
|
|
|
$
|
1,894,387,057
|
|
|
|
|
|
|
|
|
|
|
The following is a reconciliation of the net increase in net assets available for benefits per the financial
statements to the Form 5500 for the year ended December 31, 2016:
|
|
|
|
|
Net increase in net assets available for benefits per the financial statements
|
|
$
|
170,855,292
|
|
Amounts pending distribution to participants as of December 31, 2015
|
|
|
943,198
|
|
Amounts pending distribution to participants as of December 31, 2016
|
|
|
(604,379
|
)
|
|
|
|
|
|
Net increase in assets available for benefits per the Form 5500
|
|
$
|
171,194,111
|
|
|
|
|
|
|
7. Plan Termination
Although it has not expressed any intention to do so, the Company has the right to discontinue its Plan contribution at any time and to
terminate the Plan subject to the provisions of ERISA.
8. Related Party Transactions
Bank of America serves as the trustee of the Plan and is an affiliate of BAML, which is the Plans third-party recordkeeper and provides
securities brokerage services for the self-directed brokerage account. The Plan also holds notes receivable representing participant loans. The stable value fund is managed by Galliard, a subsidiary of Wells Fargo Bank, N.A., custodian for the fund.
These transactions qualify as
party-in-interest
transactions. Additionally, a portion of the Plans assets are invested in WM common stock. Because WM is the Plan
sponsor, transactions involving WM common stock also qualify as
party-in-interest
transactions. The Plan sponsor believes that all of these transactions are exempt from
the prohibited transactions rules.
9
Waste Management Retirement Savings Plan
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)
EIN:
73-1309529 Plan:
001
December 31, 2016
|
|
|
|
|
|
|
Identity of Issue
|
|
Description of Investment
|
|
Current Value
|
|
* BlackRock
|
|
Business Institutional Fund Money Fund
|
|
$
|
604,929
|
|
* Waste Management, Inc.
|
|
Common Stock
|
|
|
164,768,180
|
|
* BlackRock
|
|
BlackRock Russell 1000 Value Fund (T)
|
|
|
69,029,766
|
|
* T. Rowe Price Trust Company
|
|
T. Rowe Price Blue Chip Growth Trust
|
|
|
92,780,271
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement Income Fund
|
|
|
32,905,766
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2015 Fund
|
|
|
6,972,690
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2020 Fund
|
|
|
136,181,138
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2025 Fund
|
|
|
28,401,424
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2030 Fund
|
|
|
209,581,244
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2035 Fund
|
|
|
19,448,091
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2040 Fund
|
|
|
95,201,065
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2045 Fund
|
|
|
13,783,498
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2050 Fund
|
|
|
16,679,659
|
|
* JPMorgan Chase Bank, N.A.
|
|
JPMCB SmartRetirement 2055 Fund
|
|
|
4,910,341
|
|
The Vanguard Group, Inc.
|
|
Vanguard Total Bond Market Index Fund
|
|
|
120,112,455
|
|
The Vanguard Group, Inc.
|
|
Vanguard Institutional Total Stock Market Index Fund
|
|
|
328,179,772
|
|
The Vanguard Group, Inc.
|
|
Vanguard S&P
Small-Cap
600 Index Fund
|
|
|
142,033,796
|
|
American Funds
|
|
American Funds EuroPacific Growth Fund Class R6
|
|
|
121,514,095
|
|
Dimensional Fund Advisors
|
|
DFA Emerging Markets Core Equity Portfolio
|
|
|
33,508,502
|
|
* Galliard Capital Management, Inc.
|
|
Stable Value Fund
|
|
|
316,996,325
|
|
* Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
|
Self-Directed Brokerage Accounts
|
|
|
42,796,941
|
|
|
|
|
|
|
|
|
Total Investments
|
|
|
|
|
1,996,389,948
|
|
* Notes receivable from participants
|
|
Various maturity dates with interest rates ranging from 3.25% to 4.5%
|
|
|
66,123,832
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,062,513,780
|
|
|
|
|
|
|
|
|
10