SEC Comment Letter for WASTE MANAGEMENT INC (WM) (CIK 0000823768) (WM) — May 24, 2010
WASTE MANAGEMENT INC (WM) (CIK 0000823768)
Date: May 24, 2010 · CIK: 0000823768 · Accession: 0000000000-10-028494
AI Filing Summary & Sentiment
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMI SSION WASHINGTON, D.C. 20549 -4631 DIVISION OF CORPORATION FINANCE May 24, 2010 By facsimile to (713) 512 -6299 and U.S. Mail Mr. David P. Steiner Chief Executive Officer Waste Management, Inc. 1001 Fannin Street, Suite 4000 Houston, TX 77002
Re: Waste Management, Inc. Annual Report on Form 10-K for the fiscal year ended December 31 , 200 9 Filed February 16, 2010 Definitive Proxy Statement on Schedule 14 A March 29, 2010 File No. 1-12154
Dear Mr. Steiner :
We reviewed your filing and have the comments below . Where indicated, we think that you should revise your document in response to these comments . If you disagree, we will consider your explanation why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provide us information so that we may b etter understand your disclosure. After reviewing this information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions that you may have about our comments or on any other aspect of our review. Feel free to call us at the telephone numbers l isted at the end of this letter.
10-K
Exhibits and Financial Statement Schedules, page 130
1. We note that you do not appear to have publicly filed the schedules and exhibits to your credit agreement listed as Exhibit 10.5. Please file your complete credi t agreement, including all of its schedules and exhibits, with your next periodic report or, if you wish, a current report on Form 8 -K.
Mr. David P. Steiner May 24, 2010 Page 2 14A
Board of Directors, page 4 ; Non-Employee Director Compensation, page 12 ; Executive Compensation, page 20
2. Please c onfirm that you computed the aggregate grant date fair value for the stock awards reported for your non -employee directors and your named executive officers in accordance with FASB ASC Topic 718 . In addition, in future filings please disclose that you com pute the value of equity awards in accordance with FASB ASC Topic 718 . Please refer to paragraphs (c), (d), and (k) of Item 402 of Regulation S -K.
Closing
As appropriate, p lease respond to these comments within 10 business days or tell us when you will provide us a response. Please provide us a supplemental response letter that keys your responses to our comments and provides any requested supplemental information. Detailed letters greatly facilitate our review. Please file your supplemental response on EDGAR as a correspondence file. Please understand that we may have additional comments after reviewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information require d under the Securities and Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of al l facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures that they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging th at:
The company is responsible for the adequacy and accuracy of the disclosure in their filings .
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 .
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.
In addition, please be advised that the Division of Enforcement has access to all infor mation you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Mr. David P. Steiner May 24, 2010 Page 3 If you have any questions regarding these comments, please direct them to Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or Dietrich A. King, Staff Attorney , at (202) 551-3338.
Very truly yours,
Pamela A. Long
Assistant Director
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMI SSION
WASHINGTON, D.C. 20549 -4631
DIVISION OF
CORPORATION FINANCE
May 24, 2010
By facsimile to (713) 512 -6299 and U.S. Mail
Mr. David P. Steiner
Chief Executive Officer
Waste Management, Inc.
1001 Fannin Street, Suite 4000
Houston, TX 77002
Re: Waste Management, Inc.
Annual Report on Form 10-K for the fiscal year ended December 31 , 200 9
Filed February 16, 2010
Definitive Proxy Statement on Schedule 14 A
March 29, 2010
File No. 1-12154
Dear Mr. Steiner :
We reviewed your filing and have the comments below . Where indicated, we think that
you should revise your document in response to these comments . If you disagree, we will
consider your explanation why our comment is inapplicable or a revision is unnecessary. Please
be as detailed as necessary in your explanation. In some of our comments, we may ask you to
provide us information so that we may b etter understand your disclosure. After reviewing this
information, we may or may not raise additional comments.
Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in
your filing. We look forward to working with you in these respects. We welcome any questions
that you may have about our comments or on any other aspect of our review. Feel free to call us
at the telephone numbers l isted at the end of this letter.
10-K
Exhibits and Financial Statement Schedules, page 130
1. We note that you do not appear to have publicly filed the schedules and exhibits to your
credit agreement listed as Exhibit 10.5. Please file your complete credi t agreement, including
all of its schedules and exhibits, with your next periodic report or, if you wish, a current
report on Form 8 -K.
Mr. David P. Steiner
May 24, 2010
Page 2
14A
Board of Directors, page 4 ; Non-Employee Director Compensation, page 12 ; Executive
Compensation, page 20
2. Please c onfirm that you computed the aggregate grant date fair value for the stock awards
reported for your non -employee directors and your named executive officers in accordance
with FASB ASC Topic 718 . In addition, in future filings please disclose that you com pute
the value of equity awards in accordance with FASB ASC Topic 718 . Please refer to
paragraphs (c), (d), and (k) of Item 402 of Regulation S -K.
Closing
As appropriate, p lease respond to these comments within 10 business days or tell us when
you will provide us a response. Please provide us a supplemental response letter that keys your
responses to our comments and provides any requested supplemental information. Detailed
letters greatly facilitate our review. Please file your supplemental response on EDGAR as a
correspondence file. Please understand that we may have additional comments after reviewing
your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information require d under the Securities and
Exchange Act of 1934 and that they have provided all information investors require for an
informed investment decision. Since the company and its management are in possession of al l
facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures that they have made.
In connection with responding to our comments, please provide, in writing, a statement
from the company acknowledging th at:
The company is responsible for the adequacy and accuracy of the disclosure in
their filings .
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 .
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.
In addition, please be advised that the Division of Enforcement has access to all
infor mation you provide to the staff of the Division of Corporation Finance in our review of your
filing or in response to our comments on your filing.
Mr. David P. Steiner
May 24, 2010
Page 3
If you have any questions regarding these comments, please direct them to Edward M.
Kelly, Senior Counsel, at (202) 551 -3728 or Dietrich A. King, Staff Attorney , at (202) 551-3338.
Very truly yours,
Pamela A. Long
Assistant Director