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As filed with the Securities and Exchange Commission on October
27, 2015
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Waste Management, Inc.
(Exact name of registrant as specified in its charter)
1001 Fannin Street
Houston, Texas 77002
(713) 512-6200
(Address, including zip code and telephone number, including
area code, of registrants principal executive offices)
Waste Management, Inc.
1001 Fannin Street
Houston, Texas 77002
(713) 512-6200
Attention: Chief Legal Officer
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the
public: From time to time after the effective date of this
Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box: ¨
If any of the securities on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box: þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
please check the following box and list the Securities Act
registration statement number of the earlier effective registration
statement for the same offering: ¨
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering:
¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule
462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the
following box. ¨
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act. (Check one):
CALCULATION OF REGISTRATION FEE
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
PROSPECTUS
WASTE MANAGEMENT, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
GUARANTEES
UNITS
We or selling securityholders may from time to time offer to
sell the securities listed above in one or more classes or series
in amounts, at prices and on terms that will be determined at the
time of the offering.
Each time we or a selling securityholder sell securities
pursuant to this prospectus, we will provide a supplement to this
prospectus that contains specific information about the offering
and the specific terms of the securities offered. You should read
this prospectus and the applicable prospectus supplement carefully
before you invest in our securities.
Our common stock is listed on the New York Stock Exchange under
the symbol WM.
Investing in our securities involves risks. See
Risk Factorson page 6 of this
prospectus, the risk factors included in our periodic reports that
we file with the Securities Exchange Commission and incorporated by
reference herein and the applicable prospectus supplement before
you invest in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated October 27, 2015
If you are in a jurisdiction where offers to sell, or
solicitations of offers to purchase, the securities offered by this
document are unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The information
contained in this document speaks only as of the date of this
document, unless the information specifically indicates that
another date applies.
TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into
this prospectus contain forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act of 1934, as amended (the Exchange Act). All
statements, other than statements of historical facts, included or
incorporated herein regarding our strategy, future operations,
financial position, future revenues, projected costs, prospects,
plans and objectives are forward-looking statements.
Forward-looking statements are often identified by the words, will,
may, should, continue, anticipate, believe, expect, plan, forecast,
project, estimate, intend, and words of a similar nature. Such
statements are only predictions and, accordingly, are subject to
substantial risks, uncertainties and assumptions.
Many factors could affect our actual results, and variances from
our current expectations regarding these factors could cause actual
results to differ materially from those expressed in our
forward-looking statements. We presently consider the factors set
forth below to be important factors that could cause actual results
to differ materially from our published expectations. A more
detailed discussion of these factors, as well as other factors that
could affect our results, is contained under the heading Risk
Factors in our report on Form 10-K for the year ended December 31,
2014. However, management cannot predict all factors, or
combinations of factors, that may cause actual results to differ
materially from those projected in any forward-looking statements.
Factors that we currently believe could cause our results to be
different from our expectations include:
Unless required by law, we undertake no obligation to publicly
update or revise any forward-looking statements to reflect events
or developments after the date of this prospectus.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the SEC using a shelf registration process. We may offer and
sell any combination of the securities described in this prospectus
from time to time up to an indeterminate dollar amount, in one or
more offerings.
The types of securities that we or selling securityholders may
offer and sell from time to time pursuant to this prospectus
are:
Each time we or selling securityholders sell securities pursuant
to this prospectus, we will describe in a prospectus supplement,
which will be delivered with this prospectus, specific information
about the offering and the terms of the particular securities
offered. In each prospectus supplement we will include the
following information, if applicable:
In addition, the prospectus supplement may also add, update or
change the information contained in this prospectus. You should
read this prospectus and the applicable prospectus supplement
together with the additional information described under the
headings Incorporation of Certain Documents by Reference and Where
You Can Find More Information.
Wherever references are made in this prospectus to information
that will be included in a prospectus supplement, to the extent
permitted by applicable law, rules or regulations, we may instead
include such information or add, update or change the information
contained in this prospectus (i) by means of a post-effective
amendment to the registration statement of which this prospectus is
a part; (ii) through filings we make with the SEC that are
incorporated by reference into this prospectus; or (iii) by any
other method as may then be permitted under applicable law, rules
or regulations.
As used herein, the terms Waste Management, we, us, our, and the
Company refer to Waste Management, Inc. and its consolidated
subsidiaries and consolidated variable interest entities, taken as
a whole, unless the context clearly indicates otherwise.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT
FROM OR IN ADDITION TO THE INFORMATION CONTAINED IN THIS DOCUMENT
AND INCORPORATED BY REFERENCE INTO THIS PROSPECTUS.
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part of
this prospectus, except to the extent superseded by information
contained herein or by information contained in documents filed
with or furnished to the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set forth
below that have been
previously filed with the SEC. These documents contain important
information about us and our financial condition.
We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act from the date of this prospectus
until all of the securities offered by this prospectus have been
issued as described in this prospectus. These documents may include
annual reports on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K, as well as proxy statements. We are
not incorporating by reference any information furnished under
items 2.02 or 7.01 (or corresponding information furnished under
item 9.01 or included as an exhibit) in any past or future current
report on Form 8-K that we may file with the SEC, unless otherwise
specified in such current report.
You may obtain copies of any of these filings through Waste
Management, the SEC or the SECs Internet site as described below.
Documents incorporated by reference are available without charge by
requesting them in writing or by telephone using the contact
information below and may be accessed through the Investor
Relations section of
www.wm.com.
Waste Management, Inc.
1001 Fannin Street
Houston, Texas 77002
Attn: Corporate Secretary
713-512-6200
THE INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A
PART OF THIS PROSPECTUS.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You can read and copy these
materials at the SECs Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. You can obtain information about the
operation of the SECs Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet site that
contains information we have filed electronically with the SEC,
which you can access over the Internet at
http://www.sec.gov
. You can also obtain information about us at the offices of
the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
This prospectus is part of a registration statement we have
filed with the SEC relating to the securities we may offer. As
permitted by SEC rules, this prospectus does not contain all of the
information we have included in the registration statement and the
accompanying exhibits and schedules we file with the SEC. You may
refer to the registration statement, exhibits and schedules for
more information about us and the securities. The registration
statement, exhibits and schedules are available at the SECs public
reference room or through its Internet site.
THE COMPANY
We are North Americas leading provider of comprehensive waste
management environmental services. We partner with our residential,
commercial, industrial and municipal customers and the communities
we serve to manage and reduce waste at each stage from collection
to disposal, while recovering valuable resources and creating
clean, renewable energy. Our solid waste business is operated and
managed locally by our subsidiaries that focus on distinct
geographic areas and provides collection, transfer, recycling and
resource recovery, and disposal services. Through our subsidiaries,
we are also a leading developer, operator and owner of landfill
gas-to-energy facilities in the United States.
Our principal executive offices are located at 1001 Fannin
Street, Houston, Texas 77002 and our telephone number is (713)
512-6200.
RISK FACTORS
Investment in any securities offered pursuant to this prospectus
involves risk. Before acquiring any such securities, you should
carefully consider the risk factors incorporated by reference to
our most recent Annual Report on Form 10-K and each subsequently
filed Quarterly Report on Form 10-Q, the other information
contained or incorporated by reference in this prospectus, as
updated by our subsequent filings under the Exchange Act, and the
risk factors and other information contained in the applicable
prospectus supplement.
RATIO OF EARNINGS TO FIXED CHARGES
For purposes of computing these ratios, we have divided earnings
available for fixed charges by fixed charges. For this purpose,
earnings available for fixed charges consist of consolidated
earnings before taxes, cumulative effects of changes in accounting
principles, losses in equity investments and fixed charges. Fixed
charges consist of interest expense, capitalized interest, and the
portion of our operating lease rental expense that represents an
interest factor, which we refer to as implicit interest in rents.
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated (dollars in
millions):
7
We believe that the Adjusted Ratio is useful to investors as an
indicator of our ability to meet our fixed obligations because it
is independent of significant non-cash impacts and other items that
management believes are not representative of our results. The
Adjusted Ratio is a measurement not calculated in accordance with
GAAP and may not be comparable to similarly titled measures used by
other companies. You should not rely on the Adjusted Ratio as a
substitute for the ratio of earnings to fixed charges calculated
and presented in accordance with GAAP or any other GAAP financial
measure.
No shares of our preferred stock are currently issued or
outstanding, therefore no dividends accrued on any shares of our
preferred stock for any period presented. Accordingly, the ratio of
earnings to combined fixed charges and preferred stock dividends is
the same at the ratio of earnings to fixed charges.
USE OF PROCEEDS
Unless otherwise indicated in an accompanying prospectus
supplement, we intend to use the net proceeds we receive from the
sale of securities by us for general corporate purposes, which may
include additions to working capital, refinancing existing
indebtedness, capital expenditures, repurchase or redemption of
securities and possible acquisitions. Pending any specific
application, we may temporarily invest funds in short-term
investments or apply them to the reduction of short-term
indebtedness. Unless otherwise specified in the applicable
prospectus supplement, we will not receive any proceeds from the
sale of securities by selling securityholders.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities covered by this prospectus will be our
general unsecured obligations. We will issue senior debt securities
on a senior unsecured basis under an indenture, dated as of
September 10, 1997, among Waste Management, as issuer, and The Bank
of New York Mellon Trust Company, N.A. (the current successor to
Texas Commerce Bank National Association), as trustee. We will
issue subordinated debt securities under an indenture dated as of
February 3, 1997, among Waste Management, as issuer, and The Bank
of New York Mellon Trust Company, N.A., as trustee. The indentures
are substantially identical, except for provisions relating to
subordination and covenants.
We have summarized material provisions of the indentures and the
debt securities below. This summary is not complete, and is
subject, and qualified in its entirety by reference, to all the
provisions of the applicable indenture, including the definition of
certain terms. We have filed the indentures with the SEC as
exhibits to the registration statement, and you should read the
indentures for provisions that may be important to you. The
following sets forth certain general terms and provisions of any
debt securities offered by this prospectus. The particular terms of
debt securities will be described in the prospectus supplement
relating to those offered debt securities.
Provisions Applicable to Each Indenture
General.Neither indenture limits the amount of debt
securities that may be issued under that indenture, and neither
limits the amount of other unsecured debt or securities that we may
issue. We may issue debt securities under the indentures from time
to time in one or more series, each in an amount authorized prior
to issuance.
Terms.The prospectus supplement relating to any series of
debt securities being offered will include specific terms relating
to the offering. These terms will include some or all of the
following:
We may sell the debt securities at a discount, which may be
substantial, below their stated principal amount. These debt
securities may bear no interest or interest at a rate that at the
time of issuance is below market rates. If we sell these debt
securities, we will describe in the prospectus supplement any
material United States federal income tax consequences and other
special considerations.
If we sell any of the debt securities for any foreign currency
or currency unit or if payments on the debt securities are payable
in any foreign currency or currency unit, we will describe in the
prospectus supplement the restrictions, elections, tax
consequences, specific terms and other information relating to
those debt securities and the foreign currency or currency
unit.
Consolidation, Merger and Sale of Assets.The indentures
generally prohibit a consolidation or merger of Waste Management
into another person, or a conveyance, transfer or lease of our
properties and assets substantially as an entirety to another
person unless:
Upon any such consolidation, merger or asset lease, transfer or
disposition, the resulting entity or transferee will be substituted
for us under the applicable indenture and debt securities. In the
case of an asset transfer or disposition other than a lease, we
will be released from the applicable indenture.
Events of Default.Unless we inform you otherwise in the
applicable prospectus supplement, the following are events of
default with respect to a series of debt securities:
If an event of default for any series of debt securities occurs
and is continuing, the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of the series
affected by the default may declare the principal of and all
accrued and unpaid interest on those debt securities to be due and
payable. The holders of a majority in principal amount of the
outstanding debt securities of the series affected by the default
may in some cases rescind this accelerated payment requirement.
A holder of a debt security of any series issued under an
indenture may pursue any remedy under that indenture only if:
This provision does not, however, affect the right of a holder
of a debt security to sue for enforcement of any overdue
payment.
In most cases, (subject to certain conditions including
providing reasonable indemnification to the trustee) holders of a
majority in principal amount of the outstanding debt securities of
a series (or of all debt securities issued under the applicable
indenture that are affected, voting as one class) may direct the
time, method and place of:
The indentures require us to file each year with the trustee a
written statement as to our compliance with the covenants contained
in the applicable indenture.
Modification and Waiver.Each indenture may be amended or
supplemented if the majority in principal amount of the outstanding
debt securities of all series issued under that indenture that are
affected by the amendment or supplement (acting as one class)
consent to it. However, the subordinated indenture may not be
amended to alter the subordination of any outstanding subordinated
securities without the consent of each holder of senior debt then
outstanding that would be...
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