10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the Quarterly Period Ended September 30, 2011
or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from          to

Commission file number 1-12154

Waste Management, Inc.

(Exact name of registrant as specified in its charter)

Delaware	73-1309529
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1001 Fannin
Suite 4000
Houston, Texas 77002
(Address of principal executive offices)

(713) 512-6200

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ     No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes þ     No o

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):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o     No þ

The number of shares of Common Stock, $0.01 par value, of the registrant outstanding at October 21, 2011 was 460,330,016 (excluding treasury shares of 169,952,445).

TABLE OF CONTENTS

PART I.
	Item 1. Financial Statements.
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
EX-4.1
EX-4.2
EX-10.2
EX-10.3
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I.

Item 1.   Financial Statements.

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In Millions, Except Share and Par Value Amounts)

	September 30,			December 31,
	2011			2010
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	282		$	539
Accounts receivable, net of allowance for doubtful accounts of $31 and $26, respectively		1,686			1,510
Other receivables		113			146
Parts and supplies		142			130
Deferred income taxes		43			40
Other assets		153			117
Total current assets		2,419			2,482
Property and equipment, net of accumulated depreciation and amortization of $15,107 and $14,690, respectively		11,911			11,868
Goodwill		6,104			5,726
Other intangible assets, net		397			295
Other assets		1,221			1,105
Total assets	$	22,052		$	21,476
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	676		$	692
Accrued liabilities		1,153			1,100
Deferred revenues		473			460
Current portion of long-term debt		225			233
Total current liabilities		2,527			2,485
Long-term debt, less current portion		9,388			8,674
Deferred income taxes		1,695			1,662
Landfill and environmental remediation liabilities		1,447			1,402
Other liabilities		710			662
Total liabilities		15,767			14,885
Commitments and contingencies
Equity:
Waste Management, Inc. stockholders’ equity:
Common stock, $0.01 par value; 1,500,000,000 shares authorized; 630,282,461 shares issued		6			6
Additional paid-in capital		4,553			4,528
Retained earnings		6,613			6,400
Accumulated other comprehensive income		144			230
Treasury stock at cost, 169,078,749 and 155,235,711 shares, respectively		(5,368	)		(4,904	)
Total Waste Management, Inc. stockholders’ equity		5,948			6,260
Noncontrolling interests		337			331
Total equity		6,285			6,591
Total liabilities and equity	$	22,052		$	21,476

See notes to the Condensed Consolidated Financial Statements.

2

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2011			2010			2011			2010
Operating revenues	$	3,522		$	3,235		$	9,972		$	9,328
Costs and expenses:
Operating		2,261			2,006			6,396			5,883
Selling, general and administrative		380			369			1,144			1,065
Depreciation and amortization		317			317			935			917
Restructuring		15			—			15			(1	)
(Income) expense from divestitures, asset impairments and unusual items		6			(1	)		6			(78	)
		2,979			2,691			8,496			7,786
Income from operations		543			544			1,476			1,542
Other income (expense):
Interest expense		(118	)		(126	)		(358	)		(354	)
Interest income		1			1			6			3
Equity in net losses of unconsolidated entities		(7	)		(8	)		(20	)		(16	)
Other, net		2			—			4			2
		(122	)		(133	)		(368	)		(365	)
Income before income taxes		421			411			1,108			1,177
Provision for income taxes		136			153			377			469
Consolidated net income		285			258			731			708
Less: Net income attributable to noncontrolling interests		13			14			36			36
Net income attributable to Waste Management, Inc.	$	272		$	244		$	695		$	672
Basic earnings per common share	$	0.58		$	0.51		$	1.47		$	1.40
Diluted earnings per common share	$	0.58		$	0.51		$	1.46		$	1.39
Cash dividends declared per common share	$	0.34		$	0.315		$	1.02		$	0.945

See notes to the Condensed Consolidated Financial Statements.

3

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)

	Nine Months
	Ended
	September 30,
	2011			2010
Cash flows from operating activities:
Consolidated net income	$	731		$	708
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization		935			917
Deferred income tax provision		48			95
Interest accretion on landfill liabilities		62			61
Interest accretion on and discount rate adjustments to environmental remediation liabilities and recovery assets		21			17
Provision for bad debts		29			29
Equity-based compensation expense		38			28
Net gain on disposal of assets		(13	)		(16	)
Excess tax benefits associated with equity-based transactions		(7	)		(4	)
Effect of (income) expense from divestitures, asset impairments and unusual items		6			(1	)
Equity in net losses of unconsolidated entities, net of dividends		20			14
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables		(146	)		(159	)
Other current assets		(25	)		38
Other assets		35			(4	)
Accounts payable and accrued liabilities		96			(62	)
Deferred revenues and other liabilities		(93	)		(8	)
Net cash provided by operating activities		1,737			1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		(645	)		(343	)
Capital expenditures		(909	)		(737	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		22			36
Net receipts from restricted trust and escrow accounts		74			36
Investments in unconsolidated entities		(92	)		(162	)
Other		15			(5	)
Net cash used in investing activities		(1,535	)		(1,175	)
Cash flows from financing activities:
New borrowings		1,001			775
Debt repayments		(425	)		(932	)
Common stock repurchases		(528	)		(443	)
Cash dividends		(481	)		(454	)
Exercise of common stock options		40			28
Excess tax benefits associated with equity-based transactions		7			4
Distributions paid to noncontrolling interests		(30	)		(30	)
Other		(43	)		(17	)
Net cash used in financing activities		(459	)		(1,069	)
Effect of exchange rate changes on cash and cash equivalents		—			1
Decrease in cash and cash equivalents		(257	)		(590	)
Cash and cash equivalents at beginning of period		539			1,140
Cash and cash equivalents at end of period	$	282		$	550

See notes to the Condensed Consolidated Financial Statements.

4

WASTE MANAGEMENT, INC.

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(In millions, except shares in thousands)
(Unaudited)

	Waste Management, Inc. Stockholders’ Equity
																Accumulated
																Other
											Additional					Comprehensive
				Comprehensive			Common Stock				Paid-In		Retained			Income			Treasury Stock						Noncontrolling
	Total			Income			Shares		Amounts		Capital		Earnings			(Loss)			Shares			Amounts			Interests
Balance, December 31, 2010	$	6,591						630,282	$	6	$	4,528	$	6,400		$	230			(155,236	)	$	(4,904	)	$	331
Comprehensive Income:
Consolidated net income		731		$	731			—		—		—		695			—			—			—			36
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes of $16		(25	)		(25	)		—		—		—		—			(25	)		—			—			—
Realized gains on derivative instruments reclassified into earnings, net of taxes of $6		(9	)		(9	)		—		—		—		—			(9	)		—			—			—
Unrealized losses on marketable securities, net of taxes of $3		(4	)		(4	)		—		—		—		—			(4	)		—			—			—
Foreign currency translation adjustments		(46	)		(46	)		—		—		—		—			(46	)		—			—			—
Change in funded status of post-retirement benefit obligations, net of taxes of $1		(2	)		(2	)		—		—		—		—			(2	)		—			—			—
Other comprehensive income (loss)		(86	)		(86	)
Comprehensive income		645		$	645
Cash dividends declared		(481	)					—		—		—		(481	)		—			—			—			—
Equity-based compensation transactions, including dividend equivalents, net of taxes		106						—		—		25		(1	)		—			2,572			82			—
Common stock repurchases		(546	)					—		—		—		—			—			(16,424	)		(546	)		—
Distributions paid to noncontrolling interests		(30	)					—		—		—		—			—			—			—			(30	)
Other		—						—		—		—		—			—			9			—			—
Balance, September 30, 2011	$	6,285						630,282	$	6	$	4,553	$	6,613		$	144			(169,079	)	$	(5,368	)	$	337

See notes to the Condensed Consolidated Financial Statements.

5

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.   Basis of Presentation

The financial statements presented in this report represent the consolidation of Waste Management, Inc., a Delaware corporation; Waste Management’s wholly-owned and majority-owned subsidiaries; and certain variable interest entities for which Waste Management or its subsidiaries are the primary beneficiary. Waste Management is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WM,” we are referring only to Waste Management, Inc., the parent holding company.

We manage and evaluate our principal operations through five Groups. Our four geographic operating Groups, which are comprised of our Eastern, Midwest, Southern and Western Groups, provide collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services. Our fifth Group is the Wheelabrator Group, which provides waste-to-energy services and manages waste-to-energy facilities and independent power production plants. We also provide additional services that are not managed through our five Groups, including the operations of Oakleaf Global Holdings (“Oakleaf”) acquired on July 28, 2011, which are presented in this report as “Other.” Additional information related to our segments and to our acquisition of Oakleaf can be found in Note 9 and in Note 10, respectively.

The Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2011 and 2010 are unaudited. In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in connection with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010.

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 a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methods. In some cases, these estimates are particularly 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, asset impairments, deferred income taxes and reserves associated with our insured and self-insured claims. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

Adoption of New Accounting Pronouncements

Multiple-Deliverable Revenue Arrangements — In October 2009, the Financial Accounting Standards Board (“FASB”) amended authoritative guidance associated with multiple-deliverable revenue arrangements. This amended guidance addresses the determination of when individual deliverables within an arrangement are required to be treated as separate units of accounting and modifies the manner in which consideration is allocated across the separately identifiable deliverables. The amendments to authoritative guidance associated with multiple-deliverable revenue arrangements became effective for the Company on January 1, 2011. The new accounting standard has been applied prospectively to arrangements entered into or materially modified after the date of adoption. The adoption of this guidance has not had a material impact on our consolidated financial statements. However, our adoption of this guidance may significantly impact our accounting and reporting for future revenue arrangements to the extent they are material.

6

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Reclassifications

Certain reclassifications have been made to our prior period consolidated financial information in order to conform to the current year presentation.

2.   Landfill and Environmental Remediation Liabilities

Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):

	September 30, 2011						December 31, 2010
			Environmental						Environmental
	Landfill		Remediation		Total		Landfill		Remediation		Total
Current (in accrued liabilities)	$	105	$	45	$	150	$	105	$	43	$	148
Long-term		1,207		240		1,447		1,161		241		1,402
	$	1,312	$	285	$	1,597	$	1,266	$	284	$	1,550

The changes to landfill and environmental remediation liabilities for the year ended December 31, 2010 and the nine months ended September 30, 2011 are reflected in the table below (in millions):

				Environmental
	Landfill			Remediation
December 31, 2009	$	1,267		$	256
Obligations incurred and capitalized		47			—
Obligations settled		(86	)		(36	)
Interest accretion		82			5
Revisions in cost estimates and interest rate assumptions		(49	)		61
Acquisitions, divestitures and other adjustments		5			(2	)
December 31, 2010		1,266			284
Obligations incurred and capitalized		36			—
Obligations settled		(56	)		(25	)
Interest accretion		62			5
Revisions in cost estimates and interest rate assumptions(a)		4			22
Acquisitions, divestitures and other adjustments		—			(1	)
September 30, 2011	$	1,312		$	285

(a) The revisions in estimates and interest rate assumptions associated with our environmental remediation liabilities were primarily related to the impact of changes in the risk-free discount rate used to measure the liabilities. As of December 31, 2010, we used a risk-free discount rate for these obligations of 3.5%. The applicable rate decreased to 2.0% effective September 30, 2011. For the three and nine months ended September 30, 2011, this change in the risk-free discount rate resulted in an increase of $25 million to our environmental remediation liabilities and a corresponding increase to “Operating” expenses. This charge was partially offset by a $9 million favorable revision to an environmental remediation liability at a closed site based on the estimated cost of the remediation alternative selected by the EPA.

At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds or escrow accounts for purposes of settling final capping, closure, post-closure and environmental remediation obligations. Generally, these trust funds are established to comply with statutory requirements and operating agreements and we are the sole beneficiary of the restricted balances. However, certain of the funds have been established for the benefit of both the Company and the host community in which we operate.

7

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The fair value of trust funds and escrow accounts for which we are the sole beneficiary was $121 million at September 30, 2011 and is included in long-term “Other assets” in our Condensed Consolidated Balance Sheet. Our portion of the trusts that have been established for the benefit of both the Company and the host community in which we operate had an aggregate carrying value of $108 million at September 30, 2011 and are recorded in “Other receivables” and as long-term “Other assets” in our Condensed Consolidated Balance Sheet. See Note 14 for additional information related to these trusts.

3.   Debt

The following table summarizes the major components of debt at each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of September 30, 2011:

	September 30,		December 31,
	2011		2010
Revolving credit facility	$	—	$	—
Letter of credit facilities		—		—
Canadian credit facility (weighted average effective interest rate of 2.3% at September 30, 2011 and 2.2% at December 31, 2010)		133		212
Senior notes and debentures, maturing through 2039, interest rates ranging from 2.60% to 7.75% (weighted average interest rate of 6.0% at September 30, 2011 and 6.5% at December 31, 2010)		6,233		5,452
Tax-exempt bonds, maturing through 2041, fixed and variable interest rates ranging from 0.2% to 7.4% (weighted average interest rate of 3.0% at September 30, 2011 and 3.1% at December 31, 2010)		2,751		2,696
Tax-exempt project bonds, maturing through 2029, fixed and variable interest rates ranging from 0.2% to 3.4% (weighted average interest rate of 1.4% at September 30, 2011 and 2.5% at December 31, 2010)		86		116
Capital leases and other, maturing through 2050, interest rates up to 12%		410		431
		9,613		8,907
Current portion of long-term debt		225		233
	$	9,388	$	8,674

Debt Classification

As of September 30, 2011, we had $348 million of debt maturing within the next twelve months, including U.S. $133 million under our Canadian credit facility. We have classified $123 million of these borrowings as long-term as of September 30, 2011 based on our intent and ability to refinance these borrowings on a long-term basis.

Debt Borrowings and Repayments

The significant changes in our debt balances from December 31, 2010 to September 30, 2011 are related to the following:

Canadian credit facility — The decrease in the carrying value is primarily due to $77 million of debt repayments during the nine months ended September 30, 2011.

Senior notes — In February 2011, we issued $400 million of 4.60% senior notes due March 2021. The net proceeds from the debt issuance were $396 million. We used a portion of the proceeds to repay $147 million of 7.65% senior notes that matured in March 2011. In August 2011, we issued $500 million of 2.60% senior notes due

8

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

September 2016. The net proceeds from the debt issuance were $497 million. A portion of the proceeds was used to repay the $100 million borrowing under our $2.0 billion revolving credit facility incurred in connection with our acquisition of Oakleaf, which is discussed below.

Tax-exempt bonds — We issued $80 million of tax-exempt bonds during the nine months ended September 30, 2011. The proceeds from the issuance of the bonds were deposited directly into a trust fund and may only be used for the specific purpose for which the money was raised. Accordingly, the restricted funds provided by these financing activities have not been included in “New borrowings” in our Condensed Consolidated Statement of Cash Flows. During the nine months ended September 30, 2011, we repaid $25 million of our tax-exempt bonds with available cash.

Tax-exempt project bonds — We repaid $30 million of tax-exempt project bonds with available cash during the nine months ended September 30, 2011.

Capital leases and other — The decrease in our capital leases and other debt obligations is primarily due to the repayment of various borrowings upon their scheduled maturities.

Revolving Credit and Letter of Credit Facilities

As of September 30, 2011, we had an aggregate committed capacity of $2.5 billion for letters of credit under various credit facilities. In May 2011, we amended and restated our $2.0 billion revolving credit facility as a result of changes in market conditions, which significantly reduced the cost of the facility. We also extended the term through May 2016. Our revolving credit facility is our primary source of letter of credit capacity. Our remaining letter of credit capacity is provided under facilities with terms that extend from June 2013 to June 2015. As of September 30, 2011, we had an aggregate of $1.5 billion of letters of credit outstanding under various credit facilities. Approximately $1.0 billion of these letters of credit have been issued under our revolving credit facility. During the third quarter of 2011, we borrowed $100 million under our revolving credit facility in connection with our acquisition of Oakleaf. These borrowings were repaid with proceeds from our August 2011 issuance of senior notes. See Note 10 for additional information related to this acquisition. There were no outstanding borrowings under these credit facilities as of September 30, 2011.

4.   Derivative Instruments and Hedging Activities

The following table summarizes the fair values of derivative instruments recorded in our Condensed Consolidated Balance Sheet (in millions):

		September 30,		December 31,
Derivatives Designated as Hedging Instruments	Balance Sheet Location	2011		2010
Interest rate contracts	Current other assets	$	—	$	1
Electricity commodity contracts	Current other assets		1		—
Interest rate contracts	Long-term other assets		75		37
Foreign exchange contracts	Long-term other assets		8		—
Total derivative assets		$	84	$	38
Interest rate contracts	Current accrued liabilities	$	—	$	11
Electricity commodity contracts	Current accrued liabilities		1		1
Interest rate contracts	Long-term accrued liabilities		68		13
Foreign exchange contracts	Long-term accrued liabilities		—		3
Total derivative liabilities		$	69	$	28

9

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have not offset fair value amounts recognized for our derivative instruments. For information related to the methods used to measure our derivative assets and liabilities at fair value, refer to Note 13.

Interest Rate Derivatives

Interest Rate Swaps

We use interest rate swaps to maintain a portion of our debt obligations at variable market interest rates. As of September 30, 2011, we had approximately $6.1 billion in fixed-rate senior notes outstanding compared with $5.4 billion as of December 31, 2010. As of September 30, 2011, the interest payments on $1 billion, or 16%, of these senior notes have been swapped to variable interest rates to protect the debt against changes in fair value due to changes in benchmark interest rates, compared with $500 million, or 9%, as of December 31, 2010. The increase in the notional amount of our interest rate swaps from December 31, 2010 to September 30, 2011 was due to the execution of $600 million of interest rate swaps in March 2011 partially offset by the scheduled maturity of $100 million of interest rate swaps in March 2011.

We have designated our interest rate swaps as fair value hedges of our fixed-rate senior notes. Fair value hedge accounting for interest rate swap contracts has increased the carrying value of our debt instruments by $108 million as of September 30, 2011 and $79 million as of December 31, 2010.

Gains or losses on the derivatives as well as the offsetting losses or gains on the hedged items attributable to our interest rate swaps are recognized in current earnings. We include gains and losses on our interest rate swaps as adjustments to interest expense, which is the same financial statement line item where offsetting gains and losses on the related hedged items are recorded. The following table summarizes the fair value adjustments from interest rate swaps and the underlying hedged items on our results of operations (in millions):

Three Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	25	$	(25	)
	2010	Interest expense	$	10	$	(10	)

Nine Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	37	$	(37	)
	2010	Interest expense	$	24	$	(24	)

We also recognize the impacts of (i) net periodic settlements of current interest on our active interest rate swaps and (ii) the amortization of previously terminated interest rate swap agreements as adjustments to interest expense. The following table summarizes the impact of periodic settlements of active swap agreements and the impact of terminated swap agreements on our results of operations (in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
Decrease to Interest Expense Due to Hedge Accounting for Interest Rate Swaps	2011		2010		2011		2010
Periodic settlements of active swap agreements(a)	$	7	$	6	$	18	$	24
Terminated swap agreements		2		4		8		15
	$	9	$	10	$	26	$	39

(a) These amounts represent the net of our periodic variable-rate interest obligations and the swap counterparties’ fixed-rate interest obligations. Our variable-rate obligations are based on a spread from the three-month LIBOR.

10

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Forward-Starting Interest Rate Swaps

In 2009, we entered into forward-starting interest rate swaps with a total notional value of $525 million to hedge the risk of changes in semi-annual interest payments due to fluctuations in the forward ten-year LIBOR swap rate for anticipated fixed-rate debt issuances in 2011, 2012 and 2014. We designated these forward-starting interest rate swaps as cash flow hedges.

During the first quarter of 2011, $150 million of these forward-starting interest rate swaps were terminated contemporaneously with the actual issuance of senior notes in February 2011, and we paid cash of $9 million to settle the liability related to these swap agreements. The ineffectiveness recognized upon termination of the hedges was immaterial and the related deferred loss continues to be recognized as a component of “Accumulated other comprehensive income.” The deferred loss is being amortized as an increase to interest expense over the ten-year life of the senior notes issued in February 2011 using the effective interest method. The incremental interest expense associated with these forward-starting interest rate swaps was immaterial during the three and nine months ended September 30, 2011. As of September 30, 2011, the amount scheduled to be reclassified as an increase to interest expense over the next twelve months is immaterial.

The forward-starting interest rate swaps outstanding as of September 30, 2011 relate to anticipated debt issuances in November 2012 and March 2014. As of September 30, 2011, the fair value of these active interest rate derivatives was comprised of $68 million of long-term liabilities compared with $13 million of long-term liabilities as of December 31, 2010.

We recognized pre-tax and after-tax losses of $46 million and $28 million, respectively, to other comprehensive income for changes in the fair value of our forward-starting interest rate swaps during the three months ended September 30, 2011 and $53 million and $33 million, respectively, during the nine months ended September 30, 2011. We recognized pre-tax and after-tax losses of $22 million and $13 million, respectively, to other comprehensive income for changes in the fair value of our forward-starting interest rate swaps during the three months ended September 30, 2010 and $68 million and $41 million, respectively, during the nine months ended September 30, 2010. There was no significant ineffectiveness associated with these hedges during the three and nine months ended September 30, 2011 or 2010.

Treasury Rate Locks

In prior years, we used Treasury rate locks to secure underlying interest rates in anticipation of senior note issuances. These cash flow hedging agreements resulted in deferred losses, net of taxes, of $13 million at September 30, 2011 and $16 million at December 31, 2010, which are included in “Accumulated other comprehensive income.” These deferred losses are reclassified as an increase to interest expense over the life of the related senior note issuances, which extend through 2032. Pre-tax and after-tax amounts of $2 million and $1 million, respectively, for the three-month periods ended September 30, 2011 and September 30, 2010, and pre-tax and after-tax amounts of $6 million and $3 million, respectively, for the nine-month periods ended September 30, 2011 and September 30, 2010, were reclassified out of accumulated other comprehensive income and into interest expense. As of September 30, 2011, $7 million (on a pre-tax basis) is scheduled to be reclassified as an increase to interest expense over the next twelve months.

Credit-Risk-Related Contingent Features

Certain of our interest rate derivative instruments contain provisions related to the Company’s credit rating. If the Company’s credit rating were to fall to specified levels below investment grade, the counterparties have the ability to terminate the derivative agreements, resulting in settlement of all affected transactions. As of September 30, 2011, we had not experienced any credit events that would trigger these provisions, nor did we have any derivative instruments with credit-risk-related contingent features that were in a net liability position.

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Foreign Currency Derivatives

We use foreign currency exchange rate derivatives to hedge our exposure to fluctuations in exchange rates for anticipated intercompany cash transactions between Waste Management Holdings, Inc., a wholly-owned subsidiary (“WM Holdings”), and its Canadian subsidiaries. As of September 30, 2011, we had foreign currency forward contracts outstanding for all of the anticipated cash flows associated with a debt arrangement between these wholly-owned subsidiaries. The hedged cash flows include C$370 million of principal, which is scheduled for payment on October 31, 2013, and interest payments scheduled as follows: C$10 million on November 30, 2011, C$11 million on November 30, 2012 and C$10 million on October 31, 2013. We designated our foreign currency derivatives as cash flow hedges.

Gains or losses on the underlying hedged items attributable to foreign currency exchange risk are recognized in current earnings. The gains or losses on our foreign currency forward contracts that are reclassified out of accumulated other comprehensive income are recognized as adjustments to other income and expense, which is the same financial statement line item where offsetting gains or losses on the related hedged items are recorded. The following table summarizes the pre-tax impacts of our foreign currency cash flow derivatives on our comprehensive income and results of operations (in millions):

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Three Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	25		Other income (expense)	$	33
	2010	$	(12	)	Other income (expense)	$	(12	)

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Nine Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	11		Other income (expense)	$	21
	2010	$	(7	)	Other income (expense)	$	(7	)

Amounts reported in other comprehensive income and accumulated other comprehensive income are reported net of tax. Adjustments to other comprehensive income for changes in the fair value of our foreign currency cash flow hedges resulted in the recognition of after-tax gains of $15 million and $7 million during the three and nine months ended September 30, 2011, respectively, as compared with the recognition of after-tax losses of $7 million and $4 million during the three and nine months ended September 30, 2010, respectively. After-tax adjustments for the reclassification of gains from accumulated other comprehensive income into income were $20 million and $13 million during the three and nine months ended September 30, 2011, respectively. After-tax adjustments for the reclassification of losses from accumulated other comprehensive income into income were $7 million and $4 million during the three and nine months ended September 30, 2010, respectively. There was no significant ineffectiveness associated with these hedges during the three and nine months ended September 30, 2011 or 2010.

Electricity Commodity Derivatives

As a result of the expiration of certain long-term electricity contracts at our waste-to-energy facilities, we use short-term “receive fixed, pay variable” electricity commodity swaps to mitigate the variability in our revenues and cash flows caused by fluctuations in the market prices for electricity. We hedged 672,360 megawatt hours, or approximately 26%, of our Wheelabrator Group’s full year 2010 merchant electricity sales, and the swaps executed through September 30, 2011 are expected to hedge about 1.6 million megawatt hours, or 49%, of the Group’s full year 2011 merchant electricity sales. For the three-month periods ended September 30, 2011 and 2010, we hedged 46% and 22%, respectively, of our merchant electricity sales. For the nine-month periods ended September 30, 2011 and 2010, we hedged 49% and 24%, respectively, of our merchant electricity sales. There was no significant

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ineffectiveness associated with these cash flow hedges and all financial statement impacts associated with these derivatives were immaterial for the three and nine-month periods ended September 30, 2011 and 2010.

5.   Income Taxes

Our effective income tax rate for the three and nine months ended September 30, 2011 was 32.3% and 34.0%, respectively, compared with 37.3% and 39.8% for the comparable prior year periods. We evaluate our effective income tax rate at each interim period and adjust it accordingly as facts and circumstances warrant. The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and nine months ended September 30, 2011 were primarily due to the favorable impact of federal tax credits, audit settlements and adjustments to our accruals due to the filing of our 2010 income tax returns offset in part by the unfavorable impact of state and local income taxes. The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and nine months ended September 30, 2010 were primarily due to an increase in our state deferred income taxes to reflect the impact of changes in the estimated income tax rate at which temporary differences would be realized and the unfavorable impact of state and local income taxes, offset in part by the favorable impact of federal tax credits.

Investment in Refined Coal Facility — In January 2011, we acquired a noncontrolling interest in a limited liability company, which was established to invest in and manage a refined coal facility in North Dakota. The facility’s refinement processes qualify for federal tax credits that are expected to be realized through 2019 in accordance with Section 45 of the Internal Revenue Code. Our initial consideration for this investment consisted of a cash payment of $48 million.

We account for our investment in this entity using the equity method of accounting, recognizing our share of the entity’s results and other reductions in “Equity in net losses of unconsolidated entities,” within our Condensed Consolidated Statement of Operations. Losses relating to our investment in this entity were immaterial for the three and nine months ended September 30, 2011. Our tax provision for the three and nine months ended September 30, 2011 was reduced by $4 million and $11 million, respectively, primarily as a result of tax credits realized from this investment. See Note 14 for additional information related to this investment.

Investment in Federal Low-income Housing Tax Credits — In April 2010, we acquired a noncontrolling interest in a limited liability company established to invest in and manage low-income housing properties. The entity’s low-income housing investments qualify for federal tax credits that are expected to be realized through 2020 in accordance with Section 42 of the Internal Revenue Code.

We account for our investment in this entity using the equity method of accounting. We recognize our share of the entity’s results and reductions in the value of our investment in “Equity in net losses of unconsolidated entities,” within our Condensed Consolidated Statement of Operations. The value of our investment decreases as the tax credits are generated and utilized. During the three and nine months ended September 30, 2011, we recognized $5 million and $17 million of losses relating to our equity investment in this entity, $2 million and $6 million of interest expense, and a reduction in our tax provision of $9 million (including $7 million of tax credits) and $27 million (including $18 million of tax credits), respectively. During the three and nine months ended September 30, 2010, we recognized $4 million and $12 million of losses associated with our equity investment, $3 million and $4 million of interest expense, and a reduction in our tax provision of $7 million (including $4 million of tax credits) and $18 million (including $12 million of tax credits), respectively.

Recent Legislation — The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act, signed into law on December 17, 2010, included an extension of the bonus depreciation allowance through the end of 2012 and increased the amount of qualifying capital expenditures that can be depreciated immediately from 50 percent to 100 percent. The 100 percent depreciation deduction applies to qualifying property placed in service from September 8, 2010 through December 31, 2011. The acceleration of deductions on 2011 capital expenditures resulting from the bonus depreciation provision will have no impact on our effective tax rate. However, the ability to

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accelerate depreciation deductions is expected to decrease our 2011 cash taxes by approximately $190 million. Taking the accelerated tax depreciation in the current period will result in increased cash taxes in future periods when the accelerated deductions for these capital expenditures would have otherwise been taken.

6.   Comprehensive Income

Comprehensive income was as follows (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Consolidated net income	$	285		$	258		$	731		$	708
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes		(12	)		(21	)		(25	)		(54	)
Realized (gains) losses on derivative instruments reclassified into earnings, net of taxes		(18	)		10			(9	)		10
Unrealized gains (losses) on marketable securities, net of taxes		(3	)		1			(4	)		1
Foreign currency translation adjustments		(82	)		30			(46	)		20
Change in funded status of post-retirement benefit obligations, net of taxes		—			—			(2	)		(1	)
Other comprehensive income (loss)		(115	)		20			(86	)		(24	)
Comprehensive income		170			278			645			684
Comprehensive income attributable to noncontrolling interests		(13	)		(14	)		(36	)		(36	)
Comprehensive income attributable to Waste Management, Inc.	$	157		$	264		$	609		$	648

The components of accumulated other comprehensive income, which is included as a component of Waste Management, Inc. stockholders’ equity, were as follows (in millions):

	September 30,			December 31,
	2011			2010
Accumulated unrealized loss on derivative instruments, net of taxes	$	(67	)	$	(33	)
Accumulated unrealized gain on marketable securities, net of taxes		1			5
Foreign currency translation adjustments		215			261
Funded status of post-retirement benefit obligations, net of taxes		(5	)		(3	)
	$	144		$	230

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7.   Earnings Per Share

Basic and diluted earnings per share were computed using the following common share data (shares in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Number of common shares outstanding at end of period		461.2		475.7		461.2		475.7
Effect of using weighted average common shares outstanding		7.1		1.6		11.5		6.0
Weighted average basic common shares outstanding		468.3		477.3		472.7		481.7
Dilutive effect of equity-based compensation awards and other contingently issuable shares		1.4		3.7		1.8		3.2
Weighted average diluted common shares outstanding		469.7		481.0		474.5		484.9
Potentially issuable shares		17.3		14.7		17.3		14.7
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		9.9		0.2		6.4		0.2

8.   Commitments and Contingencies

Financial Instruments — We have obtained letters of credit, performance bonds and insurance policies and have established trust funds and issued financial guarantees to support tax-exempt bonds, contracts, performance of landfill final capping, closure and post-closure requirements, environmental remediation, and other obligations. Letters of credit generally are supported by our revolving credit facility and other credit facilities established for that purpose. We obtain surety bonds and insurance policies from an entity in which we have a noncontrolling financial interest. We also obtain insurance from a wholly-owned insurance company, the sole business of which is to issue policies for us. In those instances where our use of financial assurance from entities we own or have financial interests in is not allowed, we have available alternative financial assurance mechanisms.

Management does not expect that any claims against or draws on these instruments would have a material adverse effect on our consolidated financial statements. We have not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for our current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, we continue to evaluate various options to access cost-effective sources of financial assurance.

Insurance — We carry insurance coverage for protection of our assets and operations from certain risks including automobile liability, general liability, real and personal property, workers’ compensation, directors’ and officers’ liability, pollution legal liability and other coverages we believe are customary to the industry. Our exposure to loss for insurance claims is generally limited to the per incident deductible under the related insurance policy. Our exposure, however, could increase if our insurers are unable to meet their commitments on a timely basis.

We have retained a significant portion of the risks related to our automobile, general liability and workers’ compensation insurance programs. For our self-insured retentions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation and internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from our assumptions used. We do not expect any known casualty, property, environmental or other contingency to have a material impact on our financial condition, results of operations or cash flows.

Guarantees — In the ordinary course of our business, WM and WM Holdings enter into guarantee agreements associated with their subsidiaries’ operations. Additionally, WM and WM Holdings have each guaranteed all of the

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senior debt of the other entity. No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets.

We also have guaranteed the obligations of, and provided indemnification to, third parties in the ordinary course of business. Guarantee agreements outstanding as of September 30, 2011 include (i) guarantees of unconsolidated entities’ financial obligations maturing through 2020 for maximum future payments of $11 million; and (ii) agreements guaranteeing certain market value losses for approximately 900 homeowners’ properties adjacent to or near 21 of our landfills. Our indemnification obligations generally arise in divestitures and provide that we will be responsible for liabilities associated with our operations for events that occurred prior to the sale of the operations. Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be paid to the sellers if established financial targets are achieved post-closing and we have recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from our divestitures and contingent consideration provided for by our acquisitions are not expected to be material to our financial position, results of operations or cash flows.

Environmental Matters — A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental protection as we are subject 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 our operations, or for damage caused by conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities, such liabilities include potentially responsible party, or PRP, investigations. The costs associated with these liabilities can include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated with site investigation and clean-up.

Estimating our degree of responsibility for remediation is inherently difficult. We recognize and accrue for an estimated remediation liability when we determine that such liability is both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with the investigation of the extent of environmental impact and identification of likely site-remediation alternatives. In these cases, we use the amount within the range that constitutes our best estimate. If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we used the high ends of such ranges, our aggregate potential liability would be approximately $150 million higher than the $285 million recorded in the Condensed Consolidated Financial Statements as of September 30, 2011. Our ongoing review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in revisions to our accruals that could cause upward or downward adjustments to income from operations. These adjustments could be material in any given period.

As of September 30, 2011, we had been notified that we are a PRP in connection with 79 locations listed on the EPA’s Superfund National Priorities List, or NPL. Of the 79 sites at which claims have been made against us, 17 are sites we own. Each of the NPL sites we own was initially developed by others as a landfill disposal facility. At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures. The other 62 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund.

The majority of these proceedings involving NPL sites that we do not own are based on allegations that certain of our subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at the sites. Proceedings arising under Superfund typically involve numerous waste

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generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain.

Litigation — In April 2002, certain former participants in the ERISA plans of WM Holdings filed a lawsuit in the U.S. District Court for the District of Columbia in a case entitled William S. Harris, et al. v. James E. Koenig, et al. The lawsuit attempts to increase the recovery of a class of ERISA plan participants on behalf of the plan based on allegations related to both the events alleged in, and the settlements relating to, the securities class action against WM Holdings that was settled in 1998, the litigation against WM in Texas that was settled in 2002, as well as the decision to offer WM common stock as an investment option within the plan beginning in 1990, despite alleged knowledge by at least two members of the investment committee of financial misstatement by WM during the relevant time period.

During the second quarter of 2010, the Court dismissed certain claims against individual defendants, including all claims against each of the current members of our Board of Directors. Previously, plaintiffs dismissed all claims related to the settlement of the securities class action against WM that was settled in 2002, and the court certified a limited class of participants who may bring claims on behalf of the plan, but not individually. During the third quarter of 2011, the Court ruled in favor of WM and two former employees dismissing all claims brought by the plaintiffs related to the decision to offer WM stock as an investment option within the plan. The Court still has under consideration additional motions that, if granted, would resolve the few remaining claims against WM and its Committees. The outcome of this lawsuit cannot be predicted with certainty. The defendants intend to defend themselves vigorously in this litigation.

Two separate wage and hour lawsuits were commenced in October 2006 and March 2007 against certain of our subsidiaries in California, each seeking class certification. The actions were coordinated to proceed in San Diego County Superior Court. Both lawsuits make the same general allegations that our subsidiaries failed to comply with certain California wage and hour laws, including allegedly failing to provide meal and rest periods and failing to properly pay hourly and overtime wages. We have executed a settlement agreement in connection with this matter. Following hearings held on July 15, 2011 and October 21, 2011, the Court approved the class action settlement and final judgment. The settlement did not have a material effect on our consolidated financial statements.

Additionally, in July 2008, we were named as a defendant in a purported class action in the Circuit Court of Bullock County, Alabama, which was subsequently removed to the United States District Court for the Northern District of Alabama. This suit pertained to our fuel and environmental charge in our customer service agreements and generally alleged that such charges were not properly disclosed, were unfair and were contrary to the contracts. We filed a motion to dismiss that was partially granted during the third quarter of 2010, resulting in dismissal of the plaintiffs’ national class action claims. During the third quarter of 2011, the plaintiffs filed and the Court granted a motion to dismiss the litigation without prejudice.

In October 2011, we were named as a defendant in a purported class action in the Circuit Court of Sarasota County, Florida. This suit was filed by the same law firm that brought the Alabama litigation discussed in the prior paragraph, and it also pertains to our fuel and environmental charges in our customer service agreements, generally alleging that such charges were not properly disclosed, were unfair and were contrary to the contracts. We will vigorously defend this matter. Given the inherent uncertainties of litigation, the ultimate outcome of this case cannot be predicted at this time, nor can possible damages, if any, be reasonably estimated.

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We often enter into contractual arrangements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements. Compliance with these arrangements is inherently subject to subjective determinations and may result in disputes, including litigation. In May 2008, Mnoian Management, Inc. filed suit in Los Angeles County Superior Court seeking remediation and increased compaction of a site we had previously leased for landfill purposes. The parties have completed a binding arbitration and are awaiting the arbitrator’s decision.

From time to time, we also are named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites. Some of the lawsuits may seek to have us pay the costs of monitoring of allegedly affected sites and health care examinations of allegedly affected persons for a substantial period of time even where no actual damage is proven. While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other third parties, among other factors.

As a large company with operations across the United States and Canada, we are subject to various proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us include commercial, customer, and employment-related claims, including, as noted above, purported class action lawsuits related to our customer service agreements and purported class actions involving federal and state wage and hour and other laws. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered in part by insurance. We currently do not believe that any such actions will ultimately have a material adverse impact on our consolidated financial statements.

WM’s charter and bylaws require indemnification of its officers and directors if statutory standards of conduct have been met and allow the advancement of expenses to these individuals upon receipt of an undertaking by the individuals to repay all expenses if it is ultimately determined that they did not meet the required standards of conduct. Additionally, WM has entered into separate indemnification agreements with each of the members of its Board of Directors as well as its President and Chief Executive Officer, and its principal financial officer. The Company may incur substantial expenses in connection with the fulfillment of its advancement of costs and indemnification obligations in connection with current actions involving former officers of the Company or its subsidiaries or other actions or proceedings that may be brought against its former or current officers, directors and employees.

Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $100,000. The following matter pending as of September 30, 2011 is disclosed in accordance with that requirement:

On April 4, 2006, the EPA issued a Notice of Violation (“NOV”) to Waste Management of Hawaii, Inc., an indirect wholly-owned subsidiary of WM, and to the City and County of Honolulu for alleged violations of the federal Clean Air Act, based on an alleged failure to submit certain reports and design plans required by the EPA, and the failure to begin and timely complete the installation of a gas collection and control system (“GCCS”) for the Waimanalo Gulch Sanitary Landfill on Oahu. The EPA has also indicated that it will seek penalties and injunctive relief as part of the NOV enforcement for elevated landfill temperatures that were recorded after installation of the GCCS. The parties have been in confidential settlement negotiations. Pursuant to an indemnity agreement, any penalty assessed will be paid by the Company, and not by the City and County of Honolulu.

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Additionally, the following matters previously reported were resolved during the third quarter of 2011 as set forth below.

On February 25, 2011, the EPA issued an NOV to Chemical Waste Management, Inc.’s Kettleman Hills facility for alleged violations of the Resource Conservation and Recovery Act (“RCRA”). In this matter, the EPA sought civil penalties for the violations alleged, which related primarily to management of landfill leachate, laboratory protocols, and the management and disposal of certain hazardous waste. On August 23, 2011, Chemical Waste Management, Inc. settled the RCRA enforcement action with the EPA through entry of a Consent Agreement/Final Order. Under the agreement, Chemical Waste Management, Inc. paid a penalty of $400,000 on September 12, 2011 and will implement certain corrective actions and process changes.

On April 11, 2011, Waste Management LampTracker, Inc.’s Kaiser, Missouri facility was notified that the EPA would be filing an administrative complaint and assessing civil penalties for alleged RCRA violations relating to container and facility management and the handling of certain waste. On September 12, 2011, Waste Management LampTracker, Inc. settled the RCRA enforcement action with the EPA through entry of a Consent Agreement/Final Order and paid a penalty of $118,800. As a result of the agreement, Waste Management LampTracker, Inc. will implement a corrective action at the facility.

Multiemployer, Defined Benefit Pension Plans — About 20% of our workforce is covered by collective bargaining agreements with various union locals across the United States and Canada. As a result of some of these agreements, certain of our subsidiaries are participating employers in a number of trustee-managed multiemployer, defined benefit pension plans for the affected employees. One of the most significant multiemployer pension plans in which we have participated is the Central States Southeast and Southwest Areas Pension Plan (“Central States Pension Plan”), which has reported that it adopted a rehabilitation plan as a result of its actuarial certification for the plan year beginning January 1, 2008. The Central States Pension Plan is in “critical status,” as defined by the Pension Protection Act of 2006.

In connection with our ongoing renegotiation of various collective bargaining agreements, we may discuss and negotiate for the complete or partial withdrawal from one or more of these pension plans. A complete or partial withdrawal from a multiemployer pension plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. In October 2011, our last remaining group of employees that were active participants in the Central States Pension Plan voted to decertify the union that represented them, ceasing any contribution obligation and effectively withdrawing them from the Central States Pension Plan.

We recognized charges to “Operating” expenses of $26 million, largely in the first quarter of 2010, associated with the withdrawal of three bargaining units from the Central States Pension Plan in connection with our negotiations of these units’ agreements. We are still negotiating and litigating final resolutions of our withdrawal liability for previous withdrawals and our recent final withdrawal referenced above, which could be materially higher than the charges we have recognized. We do not believe that our withdrawals from the multiemployer plans, individually or in the aggregate, will have a material adverse effect on our financial condition or liquidity. However, depending on the number of employees withdrawn in any future period and the financial condition of the multiemployer plans at the time of withdrawal, such withdrawals could materially affect our results of operations in the period of the withdrawal.

Tax Matters — We are currently in the examination phase of IRS audits for the tax years 2010 and 2011 and expect these audits to be completed within the next three and 15 months, respectively. We participate in the IRS’s Compliance Assurance Program, which means we work with the IRS throughout the year in order to resolve any material issues prior to the filing of our year-end tax return. We are also currently undergoing audits by various state and local jurisdictions that date back to 2000. In the third quarter of 2010, we finalized audits in Canada through the 2005 tax year and are not currently under audit for any subsequent tax years. On July 28, 2011, we acquired Oakleaf, which is currently under IRS examination for the tax periods ended December 31, 2005 through December 31,

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2008. We expect this examination to be completed within the next 12 months. In addition, Oakleaf is subject to state income tax examinations for years dating back to 2002. Pursuant to the terms of our acquisition of Oakleaf, we are entitled to indemnification for Oakleaf’s tax liabilities. We maintain a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse impact on our results of operations or cash flows.

9.   Segment and Related Information

We currently manage and evaluate our operations primarily through our Eastern, Midwest, Southern, Western and Wheelabrator Groups. These five Groups are presented below as our reportable segments. Our four geographic operating Groups provide collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services. Our fifth Group is the Wheelabrator Group, which provides waste-to-energy services and manages waste-to-energy facilities and independent power production plants. We serve residential, commercial, industrial, and municipal customers throughout North America. The operations not managed through our five operating Groups, including the Oakleaf operations we acquired on July 28, 2011, are presented herein as “Other.” See Note 10 for additional information related to our acquisition of Oakleaf.

Summarized financial information concerning our reportable segments for the three and nine months ended September 30 is shown in the following table (in millions):

	Gross		Intercompany			Net
	Operating		Operating			Operating		Income from
	Revenues		Revenues			Revenues		Operations
Three Months Ended:
September 30, 2011
Eastern	$	822	$	(139	)	$	683	$	146
Midwest		847		(123	)		724		175
Southern		853		(104	)		749		194
Western		841		(114	)		727		154
Wheelabrator		228		(28	)		200		57
Other		462		(23	)		439		(40	)
		4,053		(531	)		3,522		686
Corporate and Other		—		—			—		(143	)
Total	$	4,053	$	(531	)	$	3,522	$	543
September 30, 2010
Eastern	$	755	$	(132	)	$	623	$	138
Midwest		792		(119	)		673		149
Southern		903		(102	)		801		218
Western		809		(113	)		696		146
Wheelabrator		237		(32	)		205		67
Other		248		(11	)		237		(38	)
		3,744		(509	)		3,235		680
Corporate and Other		—		—			—		(136	)
Total	$	3,744	$	(509	)	$	3,235	$	544

20

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Gross		Intercompany			Net
	Operating		Operating			Operating		Income from
	Revenues		Revenues			Revenues		Operations
Nine Months Ended:
September 30, 2011
Eastern	$	2,326	$	(387	)	$	1,939	$	407
Midwest		2,403		(355	)		2,048		460
Southern		2,553		(307	)		2,246		579
Western		2,456		(336	)		2,120		436
Wheelabrator		664		(89	)		575		112
Other		1,085		(41	)		1,044		(75	)
		11,487		(1,515	)		9,972		1,919
Corporate and Other		—		—			—		(443	)
Total	$	11,487	$	(1,515	)	$	9,972	$	1,476
September 30, 2010
Eastern	$	2,214	$	(385	)	$	1,829	$	390
Midwest		2,266		(336	)		1,930		372
Southern		2,602		(303	)		2,299		624
Western		2,372		(328	)		2,044		416
Wheelabrator		660		(92	)		568		150
Other		688		(30	)		658		(93	)
		10,802		(1,474	)		9,328		1,859
Corporate and Other		—		—			—		(317	)
Total	$	10,802	$	(1,474	)	$	9,328	$	1,542

Fluctuations in our operating results may be caused by many factors, including period-to-period changes in the relative contribution of revenue by each line of business and operating segment and by general economic conditions. In addition, our revenues and income from operations typically reflect seasonal patterns. Our operating revenues normally tend to be somewhat higher in the summer months, primarily due to the traditional seasonal increase in the volume of construction and demolition waste. Historically, the volumes of industrial and residential waste in certain regions in which we operate have tended to increase during the summer months. Our second and third quarter revenues and results of operations typically reflect these seasonal trends.

Additionally, certain destructive weather conditions that tend to occur during the second half of the year, such as hurricanes that most often impact our Southern Group, can actually increase our revenues in the areas affected. While weather-related and other “one-time” occurrences can boost revenues through additional work, as a result of significant start-up costs and other factors, such revenue sometimes generates earnings at comparatively lower margins. Certain weather conditions, including severe winter storms, may result in the temporary suspension of our operations, which can significantly affect the operating results of the affected regions. The operating results of our first quarter also often reflect higher repair and maintenance expenses because we rely on the slower winter months, when waste flows are generally lower, to perform scheduled maintenance at our waste-to-energy facilities.

From time to time, the operating results of our reportable segments are significantly affected by unusual or infrequent transactions or events. During 2010, our Midwest Group recognized $26 million in charges, largely in the first quarter, as a result of bargaining unit employees in Michigan and Ohio agreeing to our proposal to withdraw them from an underfunded multiemployer pension plan. Refer to Note 8 for additional information related to our participation in multiemployer pension plans.

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WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

10.   Acquisition of Oakleaf Global Holdings

On July 28, 2011, we paid $432 million, net of cash received of $4 million and inclusive of certain adjustments, to acquire Oakleaf Global Holdings and its primary operations. Oakleaf provides outsourced waste and recycling services through a nationwide network of third-party haulers. The operations we acquired generated approximately $580 million in revenues in 2010. We acquired Oakleaf to advance our growth and transformation strategies and increase our national accounts customer base while enhancing our ability to provide comprehensive environmental solutions. For the three and nine months ended September 30, 2011, we incurred $1 million of acquisition-related costs, which are classified as Selling, general and administrative expense. Since the acquisition date, Oakleaf has recognized revenues of $112 million and net losses of less than $1 million, which are included in our Condensed Consolidated Statement of Operations. We have recorded a preliminary allocation of the purchase price to Oakleaf tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of July 28, 2011. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of our detailed valuations. The preliminary purchase price allocation is as follows (in millions):

Accounts and other receivables	$	68
Other current assets		28
Property and equipment		77
Goodwill		320
Intangible assets		92
Accounts payable		(80	)
Accrued liabilities		(48	)
Deferred income taxes, net		(13	)
Other liabilities		(12	)
Total purchase price	$	432

The following table presents the preliminary allocation of the purchase price to intangible assets (amounts in millions, except for amortization periods):

			Weighted Average
			Amortization
			Periods
	Amount		(in Years)
Customer relationships	$	74		10.0
Vendor relationships		9		10.0
Trademarks		9		15.0
Total intangible assets subject to amortization	$	92		10.5

Goodwill of $320 million was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill is a result of expected synergies from combining the Company’s operations with Oakleaf’s national accounts customer base and vendor network. The vendor-hauler network expands our partnership with third-party service providers. In many cases we can provide vendor-haulers with opportunities to maintain and increase their business by utilizing our extensive post-collection network. We believe this will generate significant benefits for the Company and for the vendor-haulers. Goodwill acquired will be allocated to our operating segments upon completion of our detailed valuations. Goodwill is not deductible for income tax purposes.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following pro forma consolidated results of operations have been prepared as if the acquisition of Oakleaf occurred at January 1, 2010 (in millions, except per share amounts):

					Nine Months
	Three Months				Ended
	Ended September 30,				September 30,
	2011		2010		2011		2010
Operating revenues	$	3,566	$	3,379	$	10,287	$	9,740
Net income attributable to Waste Management, Inc.		272		239		689		660
Basic earnings per common share		0.58		0.50		1.46		1.37
Diluted earnings per common share		0.58		0.50		1.45		1.36

11.   Restructuring

In July 2011, we took steps to streamline our organization as part of our cost savings programs. This reorganization eliminated over 700 employee positions throughout the Company, including approximately 300 open positions. During the three and nine months ended September 30, 2011, we recognized $14 million of pre-tax restructuring charges related to employee severance and benefit costs associated with this reorganization. The following table summarizes the employee severance and benefit costs and other charges recognized for this restructuring by each of our current reportable segments and our Corporate and Other organization for the three and nine months ended September 30, 2011 (in millions):

Eastern	$	2
Midwest		3
Southern		2
Western		2
Wheelabrator		1
Corporate and Other		5
Total	$	15

Through September 30, 2011, we have paid approximately $4 million of the employee severance and benefit costs incurred as a result of this restructuring.

12.   (Income) Expense from Divestitures, Asset Impairments and Unusual Items

During the third quarter of 2011, we recognized impairment charges relating to two facilities in our medical waste services business as a result of the closure of one site and as a result of continuing operating losses at the other site. We wrote down the net book values of the sites to their estimated fair values.

We filed a lawsuit in March 2008 related to the revenue management software implementation that was suspended in 2007 and abandoned in 2009. Accordingly, in 2009, we recognized a non-cash charge of $51 million for the abandonment of the licensed software. In April 2010, we settled the lawsuit and received a one-time cash payment. The settlement increased our “Income from operations” for the nine months ended September 30, 2010 by $77 million.

23

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

13.   Fair Value Measurements

Assets and Liabilities Accounted for at Fair Value

Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):

			Fair Value Measurements at
			September 30, 2011 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	185	$	185	$	—	$	—
Available-for-sale securities		162		162		—		—
Interest rate derivatives		75		—		75		—
Foreign currency derivatives		8		—		8		—
Electricity commodity derivatives		1		—		1		—
Total assets	$	431	$	347	$	84	$	—
Liabilities:
Interest rate derivatives	$	68	$	—	$	68	$	—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	69	$	—	$	69	$	—

			Fair Value Measurements at
			December 31, 2010 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	468	$	468	$	—	$	—
Available-for-sale securities		148		148		—		—
Interest rate derivatives		38		—		38		—
Total assets	$	654	$	616	$	38	$	—
Liabilities:
Interest rate derivatives	$	24	$	—	$	24	$	—
Foreign currency derivatives		3		—		3		—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	28	$	—	$	28	$	—

Fair Value of Debt

At September 30, 2011, the carrying value of our debt was approximately $9.6 billion compared with $8.9 billion at December 31, 2010. The carrying value of our debt includes adjustments for both the unamortized fair value adjustments related to terminated hedge arrangements and fair value adjustments of debt instruments that are currently hedged.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The estimated fair value of our debt was approximately $10.6 billion at September 30, 2011 and approximately $9.2 billion at December 31, 2010. The estimated fair value of our senior notes is based on quoted market prices. The carrying value of remarketable debt approximates fair value due to the short-term nature of the interest rates. The fair value of our other debt is estimated using discounted cash flow analysis, based on rates we would currently pay for similar types of instruments. The increase in the fair value of our debt when comparing September 30, 2011 with December 31, 2010 is primarily related to $753 million of net borrowings during 2011 associated with our senior notes. Increases in market prices for corporate debt securities and decreases in current market rates on fixed-rate tax-exempt bonds also contributed to the increase in the fair value of debt for the reported period.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, our estimates are not necessarily indicative of the amounts that we, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The fair value estimates are based on information available as of September 30, 2011 and December 31, 2010. These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented.

14.   Variable Interest Entities

Following is a description of our financial interests in variable interest entities that we consider significant, including (i) those for which we have determined that we are the primary beneficiary of the entity and, therefore, have consolidated the entities into our financial statements; and (ii) those that represent a significant interest in an unconsolidated entity.

Consolidated Variable Interest Entities

Waste-to-Energy LLCs — In June 2000, two limited liability companies were established to purchase interests in existing leveraged lease financings at three waste-to-energy facilities that we lease, operate and maintain. We own a 0.5% interest in one of the LLCs (“LLC I”) and a 0.25% interest in the second LLC (“LLC II”). John Hancock Life Insurance Company (“Hancock”) owns 99.5% of LLC I and 99.75% of LLC II is owned by LLC I and the CIT Group (“CIT”). In 2000, Hancock and CIT made an initial investment of $167 million in the LLCs, which was used to purchase the three waste-to-energy facilities and assume the seller’s indebtedness. Under the LLC agreements, the LLCs shall be dissolved upon the occurrence of any of the following events: (i) a written decision of all members of the LLCs; (ii) December 31, 2063; (iii) a court’s dissolution of the LLCs; or (iv) the LLCs ceasing to own any interest in the waste-to-energy facilities.

Income, losses and cash flows of the LLCs are allocated to the members based on their initial capital account balances until Hancock and CIT achieve targeted returns; thereafter, we will receive 80% of the earnings of each of the LLCs and Hancock and CIT will be allocated the remaining 20% proportionate to their respective ownership interests. All capital allocations made through September 30, 2011 have been based on initial capital account balances as the target returns have not yet been achieved.

Our obligations associated with our interests in the LLCs are primarily related to the lease of the facilities. In addition to our minimum lease payment obligations, we are required to make cash payments to the LLCs for differences between fair market rents and our minimum lease payments. These payments are subject to adjustment based on factors that include the fair market value of rents for the facilities and lease payments made through the re-measurement dates. In addition, we may also be required under certain circumstances to make capital contributions to the LLCs based on differences between the fair market value of the facilities and defined termination values as provided for in the underlying lease agreements, although we believe the likelihood of the occurrence of these circumstances is remote.

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WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

We have determined that we are the primary beneficiary of the LLCs and consolidate these entities in our Consolidated Financial Statements because (i) all of the equity owners of the LLCs are considered related parties for purposes of applying this accounting guidance; (ii) the equity owners share power over the significant activities of the LLCs; and (iii) we are the entity within the related party group whose activities are most closely associated with the LLCs.

As of September 30, 2011, our Condensed Consolidated Balance Sheet includes $310 million of net property and equipment associated with the LLCs’ waste-to-energy facilities and $248 million in noncontrolling interests associated with Hancock’s and CIT’s interests in the LLCs. As of September 30, 2011, all debt obligations of the LLCs have been paid in full and, therefore, the LLCs have no liabilities. We recognized reductions in earnings of $13 million and $38 million for the three and nine months ended September 30, 2011 and 2010, respectively, for Hancock’s and CIT’s noncontrolling interests in the LLCs’ earnings. The LLCs’ earnings relate to the rental income generated from leasing the facilities to our subsidiaries, reduced by depreciation expense. The LLCs’ rental income is eliminated in WM’s consolidation.

Significant Unconsolidated Variable Interest Entities

Investment in Refined Coal Facility — In January 2011, we acquired a noncontrolling interest in a limited liability company, which was established to invest in and manage a refined coal facility. Along with the other equity investor, we support the operations of the entity in exchange for a pro-rata share of the tax credits it generates. Our initial consideration for this investment consisted of a cash payment of $48 million. At September 30, 2011, our investment balance was $42 million, representing our current maximum pre-tax exposure to loss. Under the terms and conditions of the transaction, we do not believe that we have any material exposure to loss. Future contributions will commence once certain levels of tax credits have been generated and will continue through the expiration of the tax credits under Section 45 of the Internal Revenue Code, which occurs at the end of 2019. We are only obligated to make future contributions to the extent tax credits are generated. We determined that we are not the primary beneficiary of this entity as we do not have the power to individually direct the entity’s activities. Accordingly, we account for this investment under the equity method of accounting and do not consolidate the entity. Additional information related to this investment is discussed in Note 5.

Investment in Federal Low-income Housing Tax Credits — In April 2010, we acquired a noncontrolling interest in a limited liability company established to invest in and manage low-income housing properties. We support the operations of the entity in exchange for a pro-rata share of the tax credits it generates. Our target return on the investment is guaranteed and, therefore, we do not believe that we have any material exposure to loss. Our consideration for this investment totaled $221 million, which was comprised of a $215 million note payable and an initial cash payment of $6 million. At September 30, 2011, our investment balance was $184 million and our debt balance was $181 million. We determined that we are not the primary beneficiary of this entity as we do not have the power to individually direct the entity’s activities. Accordingly, we account for this investment under the equity method of accounting and do not consolidate the entity. Additional information related to this investment is discussed in Note 5.

Trusts for Final Capping, Closure, Post-Closure or Environmental Remediation Obligations — We have significant financial interests in trust funds that were created to settle certain of our final capping, closure, post-closure or environmental remediation obligations. We have determined that we are not the primary beneficiary of certain of these trust funds because power over the trusts’ significant activities is shared.

Our interests in these variable interest entities are accounted for as equity investments in unconsolidated entities and receivables. These amounts are recorded in “Other receivables” and as long-term “Other assets” in our Condensed Consolidated Balance Sheet. Our investments and receivables related to the trusts had an aggregate carrying value of $108 million as of September 30, 2011. We reflect our interests in the unrealized gains and losses on marketable securities held by these trusts as a component of “Accumulated other comprehensive income.”

26

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As the party with primary responsibility to fund the related final capping, closure, post-closure or environmental remediation activities, we are exposed to risk of loss as a result of potential changes in the fair value of the assets of the trust. The fair value of trust assets can fluctuate due to (i) changes in the market value of the investments held by the trusts and (ii) credit risk associated with trust receivables. Although we are exposed to changes in the fair value of the trust assets, we currently expect the trust funds to continue to meet the statutory requirements for which they were established.

15.   Condensed Consolidating Financial Statements

WM Holdings has fully and unconditionally guaranteed all of WM’s senior indebtedness. WM has fully and unconditionally guaranteed all of WM Holdings’ senior indebtedness. None of WM’s other subsidiaries have guaranteed any of WM’s or WM Holdings’ debt. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2011

(Unaudited)

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	184	$	—	$	98	$	—		$	282
Other current assets		2		—		2,135		—			2,137
		186		—		2,233		—			2,419
Property and equipment, net		—		—		11,911		—			11,911
Investments in and advances to affiliates		11,664		14,576		3,029		(29,269	)		—
Other assets		141		12		7,569		—			7,722
Total assets	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	35	$	—	$	190	$	—		$	225
Accounts payable and other current liabilities		94		5		2,203		—			2,302
		129		5		2,393		—			2,527
Long-term debt, less current portion		5,846		449		3,093		—			9,388
Other liabilities		68		—		3,784		—			3,852
Total liabilities		6,043		454		9,270		—			15,767
Equity:
Stockholders’ equity		5,948		14,134		15,135		(29,269	)		5,948
Noncontrolling interests		—		—		337		—			337
		5,948		14,134		15,472		(29,269	)		6,285
Total liabilities and equity	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052

27

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING BALANCE SHEETS — (Continued)

December 31, 2010

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	465	$	—	$	74	$	—		$	539
Other current assets		4		1		1,938		—			1,943
		469		1		2,012		—			2,482
Property and equipment, net		—		—		11,868		—			11,868
Investments in and advances to affiliates		10,757		13,885		2,970		(27,612	)		—
Other assets		91		12		7,023		—			7,126
Total assets	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	1	$	232	$	—		$	233
Accounts payable and other current liabilities		93		17		2,142		—			2,252
		93		18		2,374		—			2,485
Long-term debt, less current portion		4,951		596		3,127		—			8,674
Other liabilities		13		—		3,713		—			3,726
Total liabilities		5,057		614		9,214		—			14,885
Equity:
Stockholders’ equity		6,260		13,284		14,328		(27,612	)		6,260
Noncontrolling interests		—		—		331		—			331
		6,260		13,284		14,659		(27,612	)		6,591
Total liabilities and equity	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476

28

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2011

(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,522		$	—		$	3,522
Costs and expenses		—			—			2,979			—			2,979
Income from operations		—			—			543			—			543
Other income (expense):
Interest income (expense)		(85	)		(8	)		(24	)		—			(117	)
Equity in earnings of subsidiaries, net of taxes		323			328			—			(651	)		—
Other, net		—			—			(5	)		—			(5	)
		238			320			(29	)		(651	)		(122	)
Income before income taxes		238			320			514			(651	)		421
Provision for (benefit from) income taxes		(34	)		(3	)		173			—			136
Consolidated net income		272			323			341			(651	)		285
Less: Net income attributable to noncontrolling interests		—			—			13			—			13
Net income attributable to Waste Management, Inc.	$	272		$	323		$	328		$	(651	)	$	272

Three Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,235		$	—		$	3,235
Costs and expenses		—			—			2,691			—			2,691
Income from operations		—			—			544			—			544
Other income (expense):
Interest income (expense)		(88	)		(9	)		(28	)		—			(125	)
Equity in earnings of subsidiaries, net of taxes		298			303			—			(601	)		—
Other, net		—			—			(8	)		—			(8	)
		210			294			(36	)		(601	)		(133	)
Income before income taxes		210			294			508			(601	)		411
Provision for (benefit from) income taxes		(34	)		(4	)		191			—			153
Consolidated net income		244			298			317			(601	)		258
Less: Net income attributable to noncontrolling interests		—			—			14			—			14
Net income attributable to Waste Management, Inc.	$	244		$	298		$	303		$	(601	)	$	244

29

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS — (Continued)

Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,972		$	—		$	9,972
Costs and expenses		—			—			8,496			—			8,496
Income from operations		—			—			1,476			—			1,476
Other income (expense):
Interest income (expense)		(256	)		(25	)		(71	)		—			(352	)
Equity in earnings of subsidiaries, net of taxes		850			865			—			(1,715	)		—
Other, net		—			—			(16	)		—			(16	)
		594			840			(87	)		(1,715	)		(368	)
Income before income taxes		594			840			1,389			(1,715	)		1,108
Provision for (benefit from) income taxes		(101	)		(10	)		488			—			377
Consolidated net income		695			850			901			(1,715	)		731
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	695		$	850		$	865		$	(1,715	)	$	695

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,328		$	—		$	9,328
Costs and expenses		—			—			7,786			—			7,786
Income from operations		—			—			1,542			—			1,542
Other income (expense):
Interest income (expense)		(241	)		(28	)		(82	)		—			(351	)
Equity in earnings of subsidiaries, net of taxes		819			836			—			(1,655	)		—
Other, net		—			—			(14	)		—			(14	)
		578			808			(96	)		(1,655	)		(365	)
Income before income taxes		578			808			1,446			(1,655	)		1,177
Provision for (benefit from) income taxes		(94	)		(11	)		574			—			469
Consolidated net income		672			819			872			(1,655	)		708
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	672		$	819		$	836		$	(1,655	)	$	672

30

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	695		$	850		$	901		$	(1,715	)	$	731
Equity in earnings of subsidiaries, net of taxes		(850	)		(865	)		—			1,715			—
Other adjustments		8			(11	)		1,009			—			1,006
Net cash provided by (used in) operating activities		(147	)		(26	)		1,910			—			1,737
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(645	)		—			(645	)
Capital expenditures		—			—			(909	)		—			(909	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			22			—			22
Net receipts from restricted trust and escrow accounts and other, net		(5	)		—			2			—			(3	)
Net cash used in investing activities		(5	)		—			(1,530	)		—			(1,535	)
Cash flows from financing activities:
New borrowings		893			—			108			—			1,001
Debt repayments		—			(147	)		(278	)		—			(425	)
Common stock repurchases		(528	)		—			—			—			(528	)
Cash dividends		(481	)		—			—			—			(481	)
Exercise of common stock options		40			—			—			—			40
Distributions paid to noncontrolling interests and other		(10	)		—			(56	)		—			(66	)
(Increase) decrease in intercompany and investments, net		(43	)		173			(130	)		—			—
Net cash provided by (used in) financing activities		(129	)		26			(356	)		—			(459	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			—
Increase (decrease) in cash and cash equivalents		(281	)		—			24			—			(257	)
Cash and cash equivalents at beginning of period		465			—			74			—			539
Cash and cash equivalents at end of period	$	184		$	—		$	98		$	—		$	282

31

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS — (Continued)

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	672		$	819		$	872		$	(1,655	)	$	708
Equity in earnings of subsidiaries, net of taxes		(819	)		(836	)		—			1,655			—
Other adjustments		12			(13	)		946			—			945
Net cash provided by (used in) operating activities		(135	)		(30	)		1,818			—			1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(343	)		—			(343	)
Capital expenditures		—			—			(737	)		—			(737	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			36			—			36
Net receipts from restricted trust and escrow accounts and other, net		(2	)		—			(129	)		—			(131	)
Net cash used in investing activities		(2	)		—			(1,173	)		—			(1,175	)
Cash flows from financing activities:
New borrowings		592			—			183			—			775
Debt repayments		(617	)		(35	)		(280	)		—			(932	)
Common stock repurchases		(443	)		—			—			—			(443	)
Cash dividends		(454	)		—			—			—			(454	)
Exercise of common stock options		28			—			—			—			28
Distributions paid to noncontrolling interests and other		(10	)		—			(33	)		—			(43	)
(Increase) decrease in intercompany and investments, net		405			65			(470	)		—			—
Net cash provided by (used in) financing activities		(499	)		30			(600	)		—			(1,069	)
Effect of exchange rate changes on cash and cash equivalents		—			—			1			—			1
Increase (decrease) in cash and cash equivalents		(636	)		—			46			—			(590	)
Cash and cash equivalents at beginning of period		1,093			—			47			—			1,140
Cash and cash equivalents at end of period	$	457		$	—		$	93		$	—		$	550

32

WASTE MANAGEMENT, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

16.   New Accounting Pronouncements Pending Adoption

Fair Value Measurement — In May 2011, the FASB amended authoritative guidance associated with fair value measurements. This amended guidance defines certain requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles. The amendments to authoritative guidance associated with fair value measurements are effective for the Company on January 1, 2012 and are to be applied prospectively. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Goodwill Impairment Testing — In September 2011, the FASB amended authoritative guidance associated with goodwill impairment testing. The amended guidance provides companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step impairment test. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Multiemployer Pension Plans — In September 2011, the FASB amended authoritative guidance associated with disclosures about an employer’s participation in a multiemployer plan. The amended disclosure requirements are intended to provide more information about an employer’s financial obligations to multiemployer plans and, therefore, help financial statement users better understand the financial health of all of the significant plans in which the employer participates. The revised standard is effective for fiscal years ending after December 15, 2011 and retrospective application is required for all years presented. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption of these new disclosure requirements will have a material impact on our consolidated financial statements.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included under Item 1 and our Consolidated Financial Statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2010.

In an effort to keep our stockholders and the public informed about our business, we may make “forward-looking statements.” Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words, “will,” “may,” “should,” “continue,” “anticipate,” “believe,” “expect,” “plan,” “forecast,” “project,” “estimate,” “intend,” and words of similar nature and generally include statements containing:

•  projections about accounting and finances;

•  plans and objectives for the future;

•  projections or estimates about assumptions relating to our performance; or

•  our opinions, views or beliefs about the effects of current or future events, circumstances or performance.

You should view these statements with caution. These statements are not guarantees of future performance, circumstances or events. They are based on the facts and circumstances known to us as of the date the statements are made. All phases of our business are subject to uncertainties, risks and other influences, many of which we do not control. Any of these factors, either alone or taken together, could have a material adverse effect on us and could change whether any forward-looking statement ultimately turns out to be true. Additionally, we assume no obligation to update any forward-looking statement as a result of future events, circumstances or developments. The following discussion should be read together with the Condensed Consolidated Financial Statements and the notes thereto.

Some of the risks that we face and that could affect our financial statements for 2011 and beyond and that could cause actual results to be materially different from those that may be set forth in forward-looking statements made by the Company include the following:

•  volatility and deterioration in the credit markets, inflation and other general and local economic conditions may negatively affect the volumes of waste generated;

•  competition may negatively affect our profitability or cash flows, our pricing strategy may have negative effects on volumes, and inability to execute our pricing strategy in order to retain and attract customers may negatively affect our average yield on collection and disposal business;

•  increasing use by customers of alternatives to traditional disposal, government mandates requiring recycling and prohibiting disposal of certain types of waste, and overall reduction of waste generated could continue to have a negative effect on volumes of waste going to landfills and waste-to-energy facilities;

•  we may fail in implementing our optimization initiatives and business strategy, which could adversely impact our financial performance and growth;

•  weather conditions and one-time special projects cause our results to fluctuate, and harsh weather or natural disasters may cause us to temporarily suspend operations;

•  possible changes in our estimates of costs for site remediation requirements, final capping, closure and post-closure obligations, compliance and regulatory developments may increase our expenses;

•  regulations may negatively impact our business by, among other things, restricting our operations, increasing costs of operations or requiring additional capital expenditures;

•  climate change legislation, including possible limits on carbon emissions, may negatively impact our results of operations by increasing expenses related to tracking, measuring and reporting our greenhouse gas emissions and increasing operating costs and capital expenditures that may be required to comply with any such legislation;

34

•  if we are unable to obtain and maintain permits needed to open, operate, and/or expand our facilities, our results of operations will be negatively impacted;

•  limitations or bans on disposal or transportation of out-of-state, cross-border, or certain categories of waste, as well as mandates on the disposal of waste, can increase our expenses and reduce our revenue;

•  adverse publicity (whether or not justified) relating to activities by our operations, employees or agents could tarnish our reputation and reduce the value of our brand;

•  fuel price increases or fuel supply shortages may increase our expenses or restrict our ability to operate;

•  some of our customers, including governmental entities, have suffered financial difficulties that could affect our business and operating results, due to their credit risk and the impact of the municipal debt market on remarketing of our tax-exempt bonds;

•  increased costs or the inability to obtain financial assurance or the inadequacy of our insurance coverage could negatively impact our liquidity and increase our liabilities;

•  possible charges as a result of shut-down operations, uncompleted development or expansion projects or other events may negatively affect earnings;

•  fluctuations in commodity prices may have negative effects on our operating results;

•  efforts by labor unions to organize our employees may increase operating expenses and we may be unable to negotiate acceptable collective bargaining agreements with those who have chosen to be represented by unions, which could lead to labor disruptions, including strikes and lock-outs, which could adversely affect our results of operations and cash flows;

•  we could face significant liability for withdrawal from multiemployer pension plans;

•  negative outcomes of litigation or threatened litigation or governmental proceedings may increase our costs, limit our ability to conduct or expand our operations, or limit our ability to execute our business plans and strategies;

•  problems with the operation of our current information technology or the development and deployment of new information systems could decrease our efficiencies and increase our costs;

•  our existing and proposed service offerings to customers may require that we develop or license, and protect, new technologies; and our inability to obtain or protect new technologies could impact our services to customers and development of new revenue sources;

•  the adoption of new accounting standards or interpretations may cause fluctuations in reported quarterly results of operations or adversely impact our reported results of operations;

•  we may reduce or suspend capital expenditures, acquisition activity, dividend declarations or share repurchases if we suffer a significant reduction in cash flows; and

•  we may be unable to incur future indebtedness on terms we deem acceptable or to refinance our debt obligations, including near-term maturities, on acceptable terms and higher interest rates and market conditions may increase our expenses.

General

Our principal executive offices are located at 1001 Fannin Street, Suite 4000, Houston, Texas 77002. Our telephone number at that address is (713) 512-6200. Our website address is www.wm.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K are all available, free of charge, on our website as soon as practicable after we file the reports with the SEC. Our stock is traded on the New York Stock Exchange under the symbol “WM.”

We are the leading provider of comprehensive waste management services in North America. Our subsidiaries provide collection, transfer, recycling and disposal services. We are also a leading developer, operator and owner of

35

waste-to-energy and landfill gas-to-energy facilities in the United States. Our customers include residential, commercial, industrial and municipal customers throughout North America.

Overview

Our strategic focus is centered on three long-term goals: know more about our customers and how to service them than anyone else; use conversion and processing technology to extract more value from the materials we manage; and continuously improve our operational efficiency. Our strategy considers the increasing focus on waste reduction at the source and diversion from landfills as customers seek alternative methods of disposal. Accordingly, our strategic focus is reflective of current developments in our industry. We intend to pursue achievement of our long-term goals in the short-term through efforts to:

•  Grow our markets by implementing customer-focused growth, through customer segmentation and through strategic acquisitions, while maintaining our pricing discipline and increasing the amount of recyclable materials we handle each year;

•  Grow our customer loyalty;

•  Grow into new markets by investing in greener technologies; and

•  Pursue initiatives that improve our operations and cost structure.

These efforts will be enabled by improved information technologies. We believe that execution of our strategy, including making the investments required by our strategy, will provide long-term value to our stockholders.

Our third quarter of 2011 results of operations reflect the impact of improved recyclable commodity prices and recycling volumes, our discipline in pricing and our continued investment in our strategic initiatives, including our July 28, 2011 acquisition of the primary operations of Oakleaf Global Holdings. Highlights of our financial results for the current quarter include:

•  Revenues of $3,522 million compared with $3,235 million in the third quarter of 2010, an increase of $287 million, or 8.9%. This increase in revenues is primarily attributable to:

•  Internal revenue growth from yield on our collection and disposal business of 1.6% in the current period, which increased revenue by $43 million;

•  Increases from recyclable commodity prices of $104 million; increases primarily from our fuel surcharge program of $47 million; and increases from foreign currency translation of $11 million; and

•  Increases associated with acquired businesses of $150 million, driven in large part by our acquisition of Oakleaf Global Holdings;

•  Internal revenue growth from volume was negative 2.0%, compared with negative 0.7% in 2010. The year-over-year decline in internal revenue growth due to volume was $64 million, of which $56 million relates to volume we received from the oil spill clean-up project in the gulf coast region in 2010. We continued to experience an increase in recycling volumes in both our brokerage business and our material recovery facilities, and when excluding volume associated with the oil spill clean-up project, our rate of volume decline improved over the prior year;

•  Operating expenses of $2,261 million, or 64.2% of revenues, compared with $2,006 million, or 62.0% of revenues, in the third quarter of 2010. This increase of $255 million, or 12.7%, is due primarily to higher customer rebates because of higher recyclable commodity prices, increases resulting from acquisitions, growth initiatives and higher fuel prices, all of which have related revenue increases as noted above;

•  Selling, general and administrative expenses increased by $11 million, or 3.0%, from $369 million in the third quarter of 2010 to $380 million in the third quarter of 2011, largely due to acquisitions and costs incurred to support our strategic growth plans and cost savings programs. We have begun to see the associated benefits of these programs and expect the benefits to accelerate into future quarters;

36

•  Income from operations of $543 million, or 15.4% of revenues, compared with $544 million, or 16.8% of revenues, in the third quarter of 2010; and

•  Net income attributable to Waste Management, Inc. of $272 million, or $0.58 per diluted share, as compared with $244 million, or $0.51 per diluted share in the third quarter of 2010.

The comparability of our third quarter of 2011 results with the third quarter of 2010 has been affected by certain items management believes are not representative or indicative of our performance. Our third quarter of 2011 results were affected by the following:

•  The recognition of pre-tax restructuring charges, excluding charges recognized in the operating results of Oakleaf, of $14 million related to our cost savings programs. These charges were primarily related to employee severance and benefit costs and had a negative impact of $0.02 on our diluted earnings per share;

•  The recognition of net non-cash, pre-tax charges of $8 million arising from the accounting effect of lower ten-year Treasury rates, which are used to discount remediation reserves and related recovery assets at our landfills, offset in part by the favorable impact from a revision to an environmental remediation liability at a closed landfill. The net charges had a negative impact of $0.01 on our diluted earnings per share;

•  The reduction in pre-tax earnings of approximately $6 million related to the Oakleaf acquisition, which includes the operating results of Oakleaf and related interest expense and integration costs. These items had a negative impact of $0.01 on our diluted earnings per share;

•  The recognition of non-cash, pre-tax charges of $6 million related to impairments at two of our medical waste services facilities. The impairment charges had a negative impact of $0.01 on our diluted earnings per share; and

•  The recognition of a tax benefit of $10 million due to favorable tax audit settlements and favorable adjustments relating to the finalization of our 2010 tax returns. These items had a positive impact of $0.02 on our diluted earnings per share.

Our third quarter of 2010 results were affected by the following:

•  The recognition of pre-tax, non-cash charges aggregating $18 million related to remediation and closure costs at three closed sites, which had a negative impact of $0.02 on our diluted earnings per share;

•  The recognition of a non-cash, pre-tax charge of $6 million arising from the accounting effect of lower ten-year Treasury rates, which are used to discount remediation reserves and related recovery assets at our landfills. This charge had a negative impact of $0.01 on our diluted earnings per share; and

•  The recognition of net tax charges of $4 million due to adjustments relating to the finalization of our 2009 tax returns, partially offset by favorable tax audit settlements, which, combined, had a negative impact of $0.01 on our diluted earnings per share.

We intend to continue our commitment to investing in and executing our strategy. On the revenue front, we continue to expect our overall revenue growth from yield to be approximately 2.0% for the full year. Additionally, based on our results in the first nine months of 2011 and our economic outlook for the remainder of the year, we continue to expect our revenue growth from volumes to be in the range of negative 1.5% to negative 2.5% for the full year.

Free Cash Flow

As is our practice, 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 (net of cash divested) and other sales of assets. 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 U.S. GAAP measure. However, we believe free cash flow gives

37

investors greater insight into how we view our liquidity. Nonetheless, 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 (in millions), and may not be the same as similarly-titled measures presented by other companies:

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net cash provided by operating activities	$	659		$	677		$	1,737		$	1,653
Capital expenditures		(313	)		(262	)		(909	)		(737	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets(a)		26			9			39			36
Free cash flow	$	372		$	424		$	867		$	952

(a) Proceeds from divestitures of businesses for the three and nine months ended September 30, 2011 includes the receipt of a payment of $17 million related to a note receivable from a prior year divestiture. This repayment is included as a component of “Other” within “Cash flows from investing activities” in our Condensed Consolidated Statement of Cash Flows.

Our cash flow from operating activities decreased $18 million in the third quarter of 2011 as compared with the third quarter of 2010 and increased $84 million during the nine months ended September 30, 2011 as compared with the same prior year period. Both comparisons were significantly affected by a decline in cash paid for income taxes, offset, to different extents, by non-recurring cash inflows to our operating cash during the three and nine months ended September 30, 2010. Our cash payments for income taxes decreased $55 million and $226 million in the three- and nine-month comparisons, respectively. In the second quarter of 2010, we received $77 million for a litigation settlement, and in the third quarter of 2010, we received a $65 million federal tax refund related to the liquidation of a foreign subsidiary in 2009.

The increase in capital expenditures is a result of our increased spending on natural gas vehicles and fueling infrastructure, information technology infrastructure and growth initiatives and taking advantage of bonus depreciation legislation. The nine-month increase in capital expenditures was also affected by timing differences associated with cash payments for the previous years’ fourth quarter capital spending. We generally use a significant portion of our free cash flow on capital spending in the fourth quarter of each year. A more significant portion of our fourth quarter 2010 spending was paid in cash in the first quarter of 2011 than the amount of our fourth quarter 2009 spending that was paid in cash in the first quarter of 2010.

Acquisition of Oakleaf Global Holdings

On July 28, 2011, we paid $432 million, net of cash received of $4 million and inclusive of certain adjustments, to acquire Oakleaf Global Holdings and its primary operations. Oakleaf provides outsourced waste and recycling services through a nationwide network of third-party haulers. The operations we acquired generated approximately $580 million in revenues in 2010. We acquired Oakleaf to advance our growth and transformation strategies and increase our national accounts customer base while enhancing our ability to provide comprehensive environmental solutions. For the three and nine months ended September 30, 2011, we incurred $1 million of acquisition-related costs, which are classified as Selling, general and administrative expense. Since the acquisition date, Oakleaf has recognized revenues of $112 million and net losses of less than $1 million, which are included in our Condensed Consolidated Statement of Operations. We have recorded a preliminary allocation of the purchase price to Oakleaf tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of July 28,

38

2011. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of our detailed valuations. The preliminary purchase price allocation is as follows (in millions):

Accounts and other receivables	$	68
Other current assets		28
Property and equipment		77
Goodwill		320
Intangible assets		92
Accounts payable		(80	)
Accrued liabilities		(48	)
Deferred income taxes, net		(13	)
Other liabilities		(12	)
Total purchase price	$	432

The following table presents the preliminary allocation of the purchase price to intangible assets (amounts in millions, except for amortization periods):

			Weighted Average
			Amortization
			Periods
	Amount		(in Years)
Customer relationships	$	74		10.0
Vendor relationships		9		10.0
Trademarks		9		15.0
Total intangible assets subject to amortization	$	92		10.5

Goodwill of $320 million was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill is a result of expected synergies from combining the Company’s operations with Oakleaf’s national accounts customer base and vendor network. The vendor network expands our partnership with third-party service providers. In many cases we can provide vendor haulers with opportunities to maintain and increase their business by utilizing our extensive post-collection network. We believe this will generate significant benefits for the Company and for the vendor haulers. Goodwill acquired will be allocated to our operating segments upon completion of our detailed valuations. Goodwill is not deductible for income tax purposes.

The following pro forma consolidated results of operations have been prepared as if the acquisition of Oakleaf occurred at January 1, 2010 (in millions, except per share amounts):

	Three Months				Nine Months
	Ended				Ended
	September 30,				September 30,
	2011		2010		2011		2010
Operating revenues	$	3,566	$	3,379	$	10,287	$	9,740
Net income attributable to Waste Management, Inc.		272		239		689		660
Basic earnings per common share		0.58		0.50		1.46		1.37
Diluted earnings per common share		0.58		0.50		1.45		1.36

Adoption of New Accounting Pronouncements

Multiple-Deliverable Revenue Arrangements — In October 2009, the Financial Accounting Standards Board (“FASB”) amended authoritative guidance associated with multiple-deliverable revenue arrangements. This amended guidance addresses the determination of when individual deliverables within an arrangement are required to be treated as separate units of accounting and modifies the manner in which consideration is allocated across the separately identifiable deliverables. The amendments to authoritative guidance associated with multiple-deliverable revenue arrangements became effective for the Company on January 1, 2011. The new accounting standard has

39

been applied prospectively to arrangements entered into or materially modified after the date of adoption. The adoption of this guidance has not had a material impact on our consolidated financial statements. However, our adoption of this guidance may significantly impact our accounting and reporting for future revenue arrangements to the extent they are material.

New Accounting Pronouncements Pending Adoption

Fair Value Measurement — In May 2011, the FASB amended authoritative guidance associated with fair value measurements. This amended guidance defines certain requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles. The amendments to authoritative guidance associated with fair value measurements are effective for the Company on January 1, 2012 and are to be applied prospectively. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Goodwill Impairment Testing — In September 2011, the FASB amended authoritative guidance associated with goodwill impairment testing. The amended guidance provides companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Multiemployer Pension Plans — In September 2011, the FASB amended authoritative guidance associated with disclosures about an employer’s participation in a multiemployer plan. The amended disclosure requirements are intended to provide more information about an employer’s financial obligations to multiemployer plans and, therefore, help financial statement users better understand the financial health of all of the significant plans in which the employer participates. The revised standard is effective for fiscal years ending after December 15, 2011 and retrospective application is required for all years presented. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption of these new disclosure requirements will have a material impact on our consolidated financial statements.

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 a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methods. In some cases, these estimates are particularly 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, asset impairments, deferred income taxes and reserves associated with our insured and self-insured claims, as described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2010. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

Results of Operations

Operating Revenues

We manage and evaluate our principal operations through five Groups. Our four geographic Groups, comprised of our Eastern, Midwest, Southern and Western Groups, provide collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services. Our fifth Group is the Wheelabrator Group,

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which provides waste-to-energy services and manages waste-to-energy facilities and independent power production plants.

We also provide additional services that are not managed through our five Groups, including our recent acquisition of Oakleaf, recycling brokerage services, electronic recycling services, in-plant services, landfill gas-to-energy services, and integrated medical waste services. Part of our expansion of service offerings and solutions includes portable self-storage services and fluorescent bulb and universal waste mail-back through our LampTracker^® program. In addition, we have made investments that involve the acquisition and development of interests in oil and gas producing properties, and we will continue to consider similar investments in the future. These operations are presented as “Other” in the table below. Shown below (in millions) is the contribution to revenues during each period provided by our five Groups and our Other services:

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2011			2010			2011			2010
Eastern	$	822		$	755		$	2,326		$	2,214
Midwest		847			792			2,403			2,266
Southern		853			903			2,553			2,602
Western		841			809			2,456			2,372
Wheelabrator		228			237			664			660
Other		462			248			1,085			688
Intercompany		(531	)		(509	)		(1,515	)		(1,474	)
Total	$	3,522		$	3,235		$	9,972		$	9,328

The mix of operating revenues from our major lines of business is reflected in the table below (in millions):

	Three Months						Nine Months
	Ended						Ended
	September 30,						September 30,
	2011			2010			2011			2010
Collection	$	2,150		$	2,119		$	6,287		$	6,175
Landfill		690			674			1,940			1,900
Transfer		337			342			965			1,005
Wheelabrator		228			237			664			660
Recycling		438			286			1,227			836
Other		210			86			404			226
Intercompany		(531	)		(509	)		(1,515	)		(1,474	)
Total	$	3,522		$	3,235		$	9,972		$	9,328

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The following table provides details associated with the period-to-period change in revenues (dollars in millions) along with an explanation of the significant components of the current period changes:

	Period-to-Period						Period-to-Period
	Change for the						Change for the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011 vs. 2010						2011 vs. 2010
				As a % of						As a % of
				Total						Total
	Amount			Company(a)			Amount			Company(a)
Average yield(b)	$	191			5.9	%	$	526			5.6	%
Volume		(64	)		(2.0	)		(167	)		(1.8	)
Internal revenue growth		127			3.9			359			3.8
Acquisitions		150			4.6			255			2.7
Divestitures		(1	)		—			(2	)		—
Foreign currency translation		11			0.4			32			0.4
	$	287			8.9	%	$	644			6.9	%

(a)

Calculated by dividing the amount of current period increase or decrease by the prior period’s total Company revenue adjusted to exclude the impacts of divestitures for the current period ($3,234 million and $9,326 million for the three- and nine-month periods, respectively).

(b)

The amounts reported herein represent the changes in our revenue attributable to average yield for the total Company. We analyze the changes in average yield in terms of related business revenues in order to differentiate the changes in yield attributable to our pricing strategies from the changes that are caused by market-driven price changes in commodities. The following table summarizes changes in revenues from average yield on a related-business basis:

	Period-to-Period						Period-to-Period
	Change for the						Change for the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011 vs. 2010						2011 vs. 2010
				As a % of					As a % of
				Related					Related
	Amount			Business(i)			Amount		Business(i)
Average yield:
Collection, landfill and transfer	$	45			1.7	%	$	155		2.0	%
Waste-to-energy disposal(ii)		(2	)		(1.6	)		—		—
Collection and disposal(ii)		43			1.6			155		2.0
Recycling commodities		104			34.9			236		27.2
Electricity(ii)		(3	)		(4.1	)		—		—
Fuel surcharges and mandated fees		47			41.2			135		41.4
Total	$	191			5.9	%	$	526		5.6	%

(i) Calculated by dividing the increase or decrease for the current period by the prior period’s related business revenue, adjusted to exclude the impacts of divestitures for the current period. The table below summarizes the related business revenues for the three and nine months ended September 30, 2010 adjusted to exclude the impacts of divestitures:

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	Denominator
	Three Months		Nine Months
	Ended		Ended
	September 30		September 30
Related business revenues:
Collection, landfill and transfer	$	2,624	$	7,583
Waste-to-energy disposal		124		347
Collection and disposal		2,748		7,930
Recycling commodities		298		868
Electricity		74		202
Fuel surcharges and mandated fees		114		326
Total Company	$	3,234	$	9,326

(ii) Average revenue growth from yield for “Collection and disposal” excludes all electricity-related revenues generated by our Wheelabrator Group, which are reported as “Electricity” revenues.

Our revenues increased $287 million, or 8.9%, for the three months ended September 30, 2011 as compared with the prior year period and $644 million, or 6.9%, for the nine months ended September 30, 2011 as compared with the prior year period. During the three- and nine-month periods, our current period revenue growth has been driven by (i) market factors, including higher recyclable commodity prices; higher diesel fuel prices, which increase revenues provided by our fuel surcharge program; and foreign currency translation, which affects revenues from our Canadian operations; (ii) revenue growth from average yield on our collection and disposal operations; and (iii) acquisitions, particularly the acquisition of Oakleaf, which increased consolidated revenues by $106 million for the three and nine months ended September 30, 2011. Offsetting these revenue increases were revenue declines due to lower volumes.

The following provides further details associated with 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, landfill and waste-to-energy disposal 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 both the types of services provided and the geographic locations where our services are provided; (ii) changes in average price from new and lost business; and (iii) price decreases to retain customers.

For the first nine months of 2011, our revenue growth from yield on our collection and disposal lines of business was $155 million, or 2.0%. This increase in revenue from yield was primarily driven by our collection operations, which experienced yield growth in all lines of business and in every geographic operating Group. As discussed below, increased collection revenues due to average yield have been more than offset by revenue declines from lower collection volumes. However, revenue growth from yield on base business and our efforts toward controlling variable costs continue to favorably influence margin changes in our collection line of business.

The current quarter revenue growth from collection and disposal average yield was $43 million, or 1.6%, as compared with the prior year period. This revenue increase from yield was primarily driven by our collection operations; however, we also experienced yield growth from our disposal operations. Our 1.6% increase for the three months ended September 30, 2011 is less than the 2.0% increase for the nine-month period. This is due in large part to our residential line of business, in which we have experienced downward pressure on our revenue growth from yield across most of our geographic Groups, most notably in our Eastern and Southern Groups. Because it has become increasingly difficult to retain customers and to win new contracts at current average rates due to competition, the Company, in many instances, has offered increased services, principally recycling services, without a commensurate rate increase when bidding on or renewing residential contracts. In addition, the subscription component of our residential business is experiencing similar competitive challenges. This

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combination of increased competition and bundling of certain complementary services in the residential line of business has put added pressure on our revenue growth from yield.

Our total collection and disposal revenue growth from yield has also been negatively affected during the third quarter of 2011 by other factors, primarily in our Southern Group, including the negative effect of changes in the mix of our temporary and permanent customers in our industrial business, particularly in North and South Florida. Overall, we have found that increasing our revenue growth from yield in today’s market is a challenge given the reduced volume levels resulting from the economic slowdown, the increased service offerings in many of our new contracts, and the highly competitive environment. Additionally, a significant portion of our collection revenues are generated under long-term franchise agreements with municipalities or similar local or regional authorities. Price adjustments under these agreements are typically based on inflation indices, which have been at historic lows over the past two years, although recent data has trended upward. Despite this headwind, we are committed to maintaining pricing discipline in order to improve revenue growth from yield on our base business for the remainder of 2011.

Revenues from our environmental fee, which are included in average revenue growth from yield on collection and disposal, increased $8 million for the three month year-over-year comparison, and increased $20 million for the nine month year-over-year comparison. These revenues were $77 million and $206 million during the three and nine months ended September 30, 2011, respectively, as compared with $69 million and $186 million, respectively, in the comparable prior year periods.

Recycling commodities — Increases in the prices of the recycling commodities we process resulted in an increase in revenues of $104 million for the three months ended September 30, 2011 and $236 million for the nine months ended September 30, 2011 as compared with the respective prior year periods. For the first nine months of 2011, our overall commodity prices have increased approximately 26% as compared with the first nine months of the prior year.

Fuel surcharges and mandated fees — These revenues, which are predominantly generated by our fuel surcharge program, increased by $47 million and $135 million during the three and nine months ended September 30, 2011, respectively. This increase is directly attributable to higher national average prices for diesel fuel that we use for our fuel surcharge program. The mandated fees included in this line item are primarily related to the pass-through of fees and taxes assessed by various state, county and municipal governmental agencies at our landfills and transfer stations. These mandated fees have not had a significant impact on the comparability of revenues for the periods included in the table above.

Volume — Our revenue decline due to volume was $64 million, or 2.0%, and $167 million, or 1.8%, for the three and nine months ended September 30, 2011, respectively. Volume declines are generally attributable to economic conditions, pricing, competition and increasing focus on waste reduction and diversion by consumers. Additionally, the oil spill clean-up project in the gulf coast region in 2010 unfavorably impacted our year-over-year volume change by $56 million and $66 million for the three and nine months ended September 30, 2011, respectively.

Volume declines from our collection business accounted for $102 million and $274 million of volume-related revenue decline for the three and nine months ended September 30, 2011, respectively. For the first nine months of 2011, we experienced commercial and residential collection revenue declines due to lower volume that we attribute to the overall weakness in the economy, as well as the effects of pricing, competition and diversion of waste by consumers. Our industrial collection operations continued to be affected by the current economic environment due to the construction slowdown across the United States. Lower third-party volumes in our transfer station operations also caused revenue declines in the current year period and can generally be attributed to economic conditions and the effects of pricing and competition. Furthermore, as discussed above, the overall year-over-year comparison of volumes in the collection line of business was unfavorably impacted by volume we received from the oil spill clean-up project in the gulf coast region in 2010. Additionally, for the first nine months of 2011, we experienced revenue declines due to lower volumes at our waste-to-energy facilities, primarily driven by the expiration of a long-term electric power capacity agreement on December 31, 2010, although these declines were offset, to some extent, by volume-related revenue increases associated with an increase in tons of waste processed by our waste-to-energy plants and electricity production.

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Revenue declines due to volume detailed above were offset in part by revenue increases of $24 million and $95 million for the three and nine months ended September 30, 2011, respectively, primarily from year-over-year volume improvements in our recycling brokerage business and in our material recovery facilities. Our continued pursuit of municipal volumes as well as the addition of new single stream recycling facilities during 2011 contributed to these revenue increases due to volume. We also experienced volume-related revenue increases of $9 million and $33 million for the three and nine months ended September 30, 2011, respectively, from our strategic growth businesses and our landfill gas-to-energy operations. Additionally, our total landfill revenues increased $3 million and $12 million due to higher third-party volumes during the three and nine months ended September 30, 2011, respectively, as compared with the same prior year periods. However, our landfill municipal solid waste volumes continued to decline during the three and nine months ended September 30, 2011 as compared with the same prior year periods due to economic conditions, increased pricing, competition and increased focus on waste reduction and diversion by consumers.

We continue to strive for positive revenue growth from volumes; however, the impacts of (i) the continued weakness of the overall economic environment on our commercial and residential businesses; (ii) increasing focus on waste reduction and diversion by consumers; and (iii) pricing and competition continue to present challenges to maintaining and growing volumes.

Acquisitions and divestitures — Revenue increased $150 million and $255 million for the three and nine months ended September 30, 2011, respectively, due to acquisitions, principally associated with Oakleaf in our “Other” businesses, demonstrating our current focus on identifying strategic growth opportunities in new, complementary lines of business.

Operating Expenses

Our operating expenses increased $255 million, or 12.7%, and $513 million, or 8.7%, when comparing the three and nine months ended September 30, 2011 with the comparable prior-year periods, respectively. Our operating expenses as a percentage of revenues increased from 62.0% in the third quarter of 2010 to 64.2% in the current quarter, and increased from 63.1% for the nine months ended September 30, 2010 to 64.1% for the nine months ended September 30, 2011. The changes in our operating expenses during the three and nine months ended September 30, 2011 can largely be attributed to the following:

•  Higher market prices for recyclable commodities — Overall, market prices for recyclable commodities increased approximately 26% as compared with prior year levels on a year-to-date basis. The year-over-year increase is the result of the continued increase in recyclable commodity prices from the near-historic lows reached in late 2008 and early 2009. In March 2011, market prices almost attained the decade-high levels reached during the third quarter of 2008. Market pricing held very close to these levels during the second quarter of 2011 and, in the third quarter of 2011, reached new all time highs. This increase in market prices was the main driver of the current quarter increase in cost of goods sold, primarily customer recycling rebates, as presented in the table below and has also resulted in increased revenues and earnings this year;

•  Fuel cost increases — On average, diesel fuel prices increased 32% from $2.94 per gallon in the third quarter of 2010 to $3.87 per gallon in the third quarter of 2011. On a year-to-date basis, diesel fuel prices increased 31% from $2.94 per gallon in the first nine months of 2010 to $3.84 per gallon in the first nine months of 2011. Higher fuel costs caused increases in both our direct fuel costs and in the fuel component of our subcontractor costs for the three and nine months ended September 30, 2011. The unfavorable impact of year-over-year increases in fuel prices on our operating costs was offset by increased revenues attributable to our fuel surcharge program;

•  Acquisitions and growth initiatives — We have experienced cost increases attributable to recently acquired businesses and, to a lesser extent, our various growth and business development initiatives. We estimate that these cost increases affected each of the operating cost categories identified in the table below and accounted for over 40% of our total $513 million year-to-date increase in operating expenses. Our acquisition of Oakleaf increased operating costs by $91 million in the current quarter, primarily impacting subcontractor costs and, to a lesser extent, the cost of goods sold and other categories. The increase in operating expenses resulting from acquired businesses was more than offset by increased revenues from acquired businesses; and

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•  Volume declines — During the three and nine months ended September 30, 2011, we continued to experience volume declines as a result of the ongoing weakness of the overall economic environment, pricing, competition and increased focus on waste reduction and diversion by consumers. We continue to manage our fixed costs and reduce our variable costs as we experience volume declines and have achieved cost savings as a result. These cost decreases have benefited each of the operating cost categories identified in the table below.

The following table summarizes the major components of our operating expenses, which include the impact of foreign currency translation, for the three- and nine-month periods ended September 30 (dollars in millions):

	Three Months									Nine Months
	Ended				Period-to-					Ended				Period-to-
	September 30,				Period					September 30,				Period
	2011		2010		Change					2011		2010		Change
Labor and related benefits	$	598	$	576	$	22		3.8	%	$	1,743	$	1,723	$	20		1.2	%
Transfer and disposal costs		246		243		3		1.2			709		712		(3	)	(0.4	)
Maintenance and repairs		271		265		6		2.3			829		795		34		4.3
Subcontractor costs		277		217		60		27.6			658		577		81		14.0
Cost of goods sold		306		201		105		52.2			822		555		267		48.1
Fuel		161		122		39		32.0			471		366		105		28.7
Disposal and franchise fees and taxes		157		152		5		3.3			452		441		11		2.5
Landfill operating costs		69		73		(4	)	(5.5	)		193		248		(55	)	(22.2	)
Risk management		56		52		4		7.7			175		151		24		15.9
Other		120		105		15		14.3			344		315		29		9.2
	$	2,261	$	2,006	$	255		12.7	%	$	6,396	$	5,883	$	513		8.7	%

Significant year-over-year changes in our operating expenses by category are discussed below.

•  Labor and related benefits — The current quarter and year-to-date increases were due to higher hourly and salaried wages due to merit increases and additional employee expenses incurred from acquisitions and growth opportunities, offset in part by cost savings that have been achieved in the current year as volumes have declined. On a year-to-date basis this net increase has been partially offset by the impact of (i) a decrease in bonus expense, and (ii) $26 million in prior year charges incurred by our Midwest Group as a result of bargaining unit employees in Michigan and Ohio agreeing to our proposal to withdraw them from an underfunded multiemployer pension plan. These withdrawal charges were largely recognized during the first quarter of 2010.

•  Maintenance and repairs — The increase was due to higher costs in our geographic Groups largely attributable to increased fleet maintenance costs, which include services provided by third-parties, tires, parts and internal shop labor costs. The increase in expense for tires and parts reflects the worldwide increase in commodity prices. These increases were offset partially by the favorable impacts of differences in the timing and scope of planned maintenance projects at our waste-to-energy and landfill gas-to-energy facilities for both the current quarter and, to a lesser extent, the nine months ended September 30, 2011 as compared with the prior year periods and to decreases resulting from lower volumes.

•  Subcontractor costs — The current year increase in subcontractor costs was primarily a result of the Oakleaf acquisition, increased diesel fuel prices, other recent acquisitions, our various growth and business development initiatives and additional costs associated with servicing our in-plant services customers. Oakleaf utilizes a nationwide network of third-party haulers to service its customers. These increases were partially offset by the impacts of (i) additional prior year costs attributable to the oil spill clean-up projects in the gulf coast region during the second and third quarters; and (ii) cost savings that have been achieved in the current year as volumes have declined.

•  Cost of goods sold — The significant increase was primarily from higher customer rebates as a result of the improvement in recycling commodity pricing discussed above and, to a lesser extent, (i) increases in the volume of materials processed at our existing recycling facilities, and (ii) increases resulting from the Oakleaf acquisition and other recently acquired businesses.

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•  Fuel — Higher direct costs for diesel fuel were due to an increase in market prices on a year-over-year basis of 32% and 31% for the three and nine months ended September 30, 2011, respectively.

•  Landfill operating costs — The decrease in these costs during the current year was due largely to:

•  The prior year recognition of net charges for estimates associated with environmental remediation liabilities of $13 million for two closed sites and $50 million for four closed sites during the three and nine months ended September 30, 2010, respectively. During the third quarter of 2011 the Company recognized a $9 million favorable revision to an environmental liability at one of these sites based on the estimated cost of the remediation alternative selected by the EPA; and

•  The prior year recognition of unfavorable adjustments of $6 million and $14 million during the three and nine months ended September 30, 2010, respectively, due to the decreases in United States Treasury rates. During the three and nine months ended September 30, 2010, the discount rate used to estimate the present value of our environmental remediation obligations and recovery assets decreased from 3.00% to 2.50% and from 3.75% to 2.50%, respectively.

•  The favorable impact of these items on the year-over-year comparison of landfill operating costs was offset, in part, by the current quarter recognition of an unfavorable adjustment of $17 million due to further decreases in United States Treasury rates from 3.50% to 2.00%; and

•  Additional current quarter landfill site costs experienced along the East Coast, which were due to significant rainfall, including the effects from Hurricane Irene and Tropical Storm Lee.

•  Risk management — The current year increase in risk management costs was primarily a result of several significant auto and general liability claims in the current year and the prior year recognition of a favorable adjustment associated with prior period claims.

•  Other — The increase in these costs during the current year was attributable, in part, to our various growth and business development initiatives and recently acquired businesses, including the Oakleaf acquisition. These cost increases were offset in part by prior year costs attributable to the oil spill clean-up project in the gulf coast region during the second and third quarters of 2010 and the payment from an insurance claim for business interruption and property damages in the third quarter of 2010 related to an outage resulting from the failure of a generator that occurred in the second quarter of 2010 at one of our waste-to-energy facilities.

Selling, General and Administrative

Our selling, general and administrative expenses increased by $11 million, or 3.0%, and $79 million, or 7.4%, when comparing the three and nine months ended September 30, 2011 with the comparable prior-year periods. The increases are largely due to (i) increased consulting costs of $6 million and $37 million during the three- and nine-month periods, respectively, incurred during the start-up phase of new cost savings programs focusing on procurement and operational and back-office efficiency; (ii) additional costs, principally in labor and related benefits, incurred to support our strategic plan to grow into new markets and provide expanded service offerings; and (iii) additional costs of $12 million attributable to our acquisition of Oakleaf. Additionally, our costs increased $11 million during the nine-month period, as a result of improvements we are making to our information technology systems. Our selling, general and administrative expenses as a percentage of revenues decreased from 11.4% for the third quarter of 2010 to 10.8% for the third quarter of 2011, and increased from 11.4% for the nine months ended September 30, 2010 to 11.5% for the nine months ended September 30, 2011.

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The following table summarizes the major components of our selling, general and administrative expenses for the three-and nine-month periods ended September 30 (dollars in millions):

	Three Months									Nine Months
	Ended				Period-to-					Ended				Period-to-
	September 30,				Period					September 30,				Period
	2011		2010		Change					2011		2010		Change
Labor and related benefits	$	233	$	220	$	13		5.9	%	$	676	$	630	$	46		7.3	%
Professional fees		39		46		(7	)	(15.2	)		146		129		17		13.2
Provision for bad debts		15		11		4		36.4			32		33		(1	)	(3.0	)
Other		93		92		1		1.1			290		273		17		6.2
	$	380	$	369	$	11		3.0	%	$	1,144	$	1,065	$	79		7.4	%

Labor and related benefits — In 2011, our labor and related benefits costs increased primarily due to (i) higher compensation costs due to an increase in headcount driven by our strategic growth plans, optimization initiatives, cost savings programs, and our acquisition of Oakleaf; (ii) higher salaries and hourly wages due to merit increases; and (iii) higher non-cash compensation costs incurred for our performance share units and our stock option equity awards granted under our long-term incentive plan, or LTIP, during the nine months of 2011; offset partially by lower costs associated with our executive salary deferral plan, the costs of which are directly affected by equity-market conditions. Similar to the stock option awards granted during 2010, the stock option equity awards that were granted in 2011 provide for continued vesting for three years following an employee’s retirement. Because retirement-eligible employees are not required to provide any future service to vest in these awards, we recognized all of the compensation expense associated with their awards immediately. The increase in these costs in 2011 is attributable to a significant increase in the number of stock option awards granted in 2011 over those granted in 2010, and an increase in the number of retirement-eligible employees receiving those awards. The increase in the number of stock option awards granted in 2011 was driven in part by a change in the composition of our 2011 annual LTIP award grant compared with our 2010 annual LTIP award grant to utilize stock options to a greater extent and to reduce the amount of performance share units awarded.

Professional fees — During the nine-month period ending September 30, 2011, our professional fees increased over the comparable prior-year period due to increased consulting fees primarily associated with our new cost savings programs. These fees declined significantly during the third quarter of 2011 as compared with the previous quarters of the current year. We have begun to see the associated benefits of these programs and expect the benefits to accelerate into future quarters. The following items more than offset the increase in consulting fees for the three-month comparison and slightly offset the increase in consulting fees for the nine-month comparison: (i) a reduction in legal fees associated primarily with the lawsuit related to the abandonment of revenue management software, which was settled in the second quarter of 2010, and (ii) lower costs during 2011 as compared with 2010 for costs associated with our strategic growth plans.

Provision for bad debts — During the current quarter, our provision for bad debts increased due in part to a required reserve associated with the bankruptcy of one of our recycling paper mill customers. Despite the current quarter increase, we still experienced a moderate reduction in our provision for bad debts for the nine months ended September 30, 2011, which reflects management’s continued focus on the collection of our receivables.

Other — We have experienced expense increases from litigation settlements and improvements we are making to our information technology systems.

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Depreciation and Amortization

The following table summarizes the components of our depreciation and amortization expense for the three- and nine-month periods ended September 30 (dollars in millions):

	Three Months									Nine Months
	Ended				Period-to-					Ended				Period-to-
	September 30,				Period					September 30,				Period
	2011		2010		Change					2011		2010		Change
Depreciation of tangible property and equipment	$	200	$	195	$	5		2.6	%	$	599	$	586	$	13		2.2	%
Amortization of landfill airspace		103		112		(9	)	(8.0	)		300		301		(1	)	(0.3	)
Amortization of intangible assets		14		10		4		40.0			36		30		6		20.0
	$	317	$	317	$	—		0.0	%	$	935	$	917	$	18		2.0	%

When comparing depreciation and amortization expense for the current quarter with the third quarter of 2010, the decrease in landfill airspace amortization is due to additional expense recorded in 2010 for adjustments to amortization rates at various landfill sites. The higher amortization rates at these landfills were principally attributable to increases in cost estimates.

The increases in depreciation of tangible property and equipment and amortization of intangible assets for the three-and nine-month periods can generally be attributed to our focus on the growth and development of our business through acquisitions and other investments. The current year increase in amortization expense for intangible assets is primarily related to the amortization of customer lists, which were acquired (i) through our acquisition of Oakleaf, (ii) by our Southern Group and (iii) by our recycling and electronic brokerage services business.

Restructuring

In July 2011, we took steps to streamline our organization as part of our cost savings programs. This reorganization eliminated over 700 employee positions throughout the Company, including approximately 300 open positions. During the three and nine months ended September 30, 2011, we recognized $15 million of pre-tax restructuring charges associated with this reorganization, which included $14 million of employee severance and benefit costs. Through September 30, 2011, we have paid approximately $4 million of the employee severance and benefit costs incurred as a result of this restructuring.

(Income) Expense from Divestitures, Asset Impairments and Unusual Items

During the third quarter of 2011, we recognized impairment charges relating to two facilities in our medical waste services business as a result of the closure of one site and as a result of continuing operating losses at the other site. We wrote down the net book values of the sites to their estimated fair values.

We filed a lawsuit in March 2008 related to the revenue management software implementation that was suspended in 2007 and abandoned in 2009. Accordingly, in 2009, we recognized a non-cash charge of $51 million for the abandonment of the licensed software. In April 2010, we settled the lawsuit and received a one-time cash payment. The settlement increased our “Income from operations” for the nine months ended September 30, 2010 by $77 million.

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Income from Operations by Reportable Segment

The following table summarizes income from operations by reportable segment for the three- and nine-month periods ended September 30 (dollars in millions):

	Three Months											Nine Months
	Ended						Period-to-					Ended						Period-to-
	September 30,						Period					September 30,						Period
	2011			2010			Change					2011			2010			Change
Reportable segments:
Eastern	$	146		$	138		$	8		5.8	%	$	407		$	390		$	17		4.4	%
Midwest		175			149			26		17.4			460			372			88		23.7
Southern		194			218			(24	)	(11.0	)		579			624			(45	)	(7.2	)
Western		154			146			8		5.5			436			416			20		4.8
Wheelabrator		57			67			(10	)	(14.9	)		112			150			(38	)	(25.3	)
Other		(40	)		(38	)		(2	)	(5.3	)		(75	)		(93	)		18		(19.4	)
		686			680			6		0.9			1,919			1,859			60		3.2
Corporate and Other		(143	)		(136	)		(7	)	5.1			(443	)		(317	)		(126	)	39.7
Total	$	543		$	544		$	(1	)	(0.2	)%	$	1,476		$	1,542		$	(66	)	(4.3	)%

Reportable Segments — During the three and nine months ended September 30, 2011, revenue growth from yield on our base business and the significant year-over-year improvement in market prices for recyclable commodities improved the results of operations of each of our geographic Groups on a year-over-year basis. These increases in our geographic Groups’ 2011 results were offset, in part, by (i) a decrease in income from operations caused by continued volume declines due to the economy, pricing, competition and increasing trends of waste reduction and diversion by consumers, (ii) an increase in salaries and wages due to annual merit increases effective in April, (iii) an increase in maintenance and repairs costs, and (iv) restructuring charges. The third quarter year-over-year decline in our Southern Group’s results was principally driven by these items.

Other significant items affecting the comparability of our Groups’ results of operations for the three and nine months ended September 30, 2011 and 2010 are summarized below:

Midwest — The income from operations of our Midwest Group for the nine months ended September 30, 2010 was significantly affected by the recognition of $26 million in charges incurred as a result of bargaining unit employees in Michigan and Ohio agreeing to our proposal to withdraw them from an underfunded multiemployer pension plan. These charges were largely recognized during the first quarter of 2010.

Southern — During the first quarter of 2011, the Group recognized a charge of $11 million related to litigation reserves. This charge was initially recognized in “Other” during the fourth quarter 2010. The Group’s operating results were also negatively affected by the volume decline previously discussed, which includes the unfavorable year-over-year impact of 2010 project volumes resulting from the oil spill clean-up project in the gulf coast region.

Wheelabrator — The decrease in income from operations of our Wheelabrator Group for the three and nine months ended September 30, 2011 as compared to the respective prior year periods was driven largely by (i) lower revenues due to the expiration of a long-term electric power capacity agreement that expired December 31, 2010; (ii) an increase in year-to-date maintenance costs at our facility in Portsmouth, Virginia that we acquired in April 2010; (iii) the unfavorable year-over-year impact of the payment from an insurance claim for business interruption and property damages in the third quarter of 2010 related to an outage resulting from the failure of a generator that occurred in the second quarter of 2010 at one of our facilities and (iv) additional expenses recognized for litigation reserves and associated compliance costs. A portion of the expenses for litigation and associated costs were initially recognized in “Other” during the fourth quarter of 2010. During the second and third quarters of 2011 the impact of these unfavorable items was partially offset by the benefit of an improvement in market prices for electricity and the timing of planned maintenance activity as compared with the prior year.

Other — The favorable change in operating results during the nine months ended September 30, 2011 is largely due to the reversal of certain year-end 2010 adjustments initially recorded in consolidation related to our

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reportable segments that are now included in the measure of segment income from operations used to assess their performance for 2011. These adjustments were primarily related to $15 million of additional expense recognized during the fourth quarter of 2010 for litigation and associated costs in our Southern and Wheelabrator Groups.

Corporate and Other — The change in expenses for the three and nine months ended September 30, 2011 as compared with the prior year is largely attributable to the following significant items:

•  the prior year benefit of $77 million resulting from a litigation settlement that occurred in April 2010;

•  the current year increase in “Selling, general and administrative” expenses as a result of cost increases attributable to (i) consulting fees primarily associated with our new cost savings programs focusing on procurement, operational and back-office efficiency, (ii) additional compensation expense due to transfers of certain field sales organization employees to the Corporate sales organization, annual salary and wage increases, headcount increases to support the Company’s strategic initiatives and an increase in costs attributable to our LTIP, and (iii) a favorable litigation settlement in the prior year;

•  the current quarter recognition of an unfavorable adjustment of $17 million due to a decrease in United States Treasury rates. The discount rate used to estimate the present value of our environmental remediation obligations and recovery assets decreased from 3.50% to 2.00%; and

•  the year-to-date increases in risk management costs, primarily a result of (i) several significant auto and general liability claims and (ii) the recognition of a favorable adjustment in the second quarter of 2010 associated with prior period claims. These increases in expenses were offset partially by:

•  the prior year recognition of charges of $50 million during the nine months ended September 30, 2010 for revisions in the estimated costs of our remedial liabilities at certain closed landfills;

•  the prior year recognition of an unfavorable adjustment of $13 million due to the decrease in United States Treasury rates. The discount rate used to estimate the present value of our environmental remediation obligations and recovery assets decreased from 3.75% to 3.00% and 3.00% to 2.50% during the second and third quarters of 2010, respectively; and

•  the current quarter recognition of a $9 million favorable adjustment to an environmental liability at one of the closed sites based on the estimated cost of the remediation alternative selected by the EPA.

Renewable Energy Operations

We have extracted value from the waste streams we manage for years, and we are focusing on increasing our ability to do so, particularly in the field of clean and renewable energy. Most significantly, our current operations produce renewable energy through the waste-to-energy facilities that are managed by our Wheelabrator Group and our landfill gas-to-energy operations. We are actively seeking opportunities to enhance our existing renewable energy service offerings to effectively respond to the shifting demands of consumers and be a leader in environmental stewardship.

We are disclosing the following supplemental information related to the operating results of our renewable energy operations for the three and nine months ended September 30, 2011 and 2010 (in millions) because we believe that it provides information related to the significance of our current renewable energy operations, the profitability of these operations, and the costs we are incurring to develop these operations. Although our Wheelabrator Group’s income from operations has declined year-over-year, we continue to make progress in the area of renewable energy.

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	Three Months Ended September 30, 2011									Three Months Ended September 30, 2010
			Landfill		Growth							Landfill		Growth
	Wheelabrator		Gas-to-Energy(a)		Opportunities(b)			Total		Wheelabrator		Gas-to-Energy(a)		Opportunities(b)			Total
Operating revenues (including intercompany)	$	228	$	36	$	—		$	264	$	237	$	32	$	—		$	269
Costs and expenses:
Operating		131		14		1			146		129		14		—			143
Selling, general & administrative		22		1		—			23		24		—		2			26
Depreciation and amortization		17		7		—			24		17		6		—			23
Restructuring and unusual items		1		—		—			1		—		—		—			—
		171		22		1			194		170		20		2			192
Income (loss) from operations	$	57	$	14	$	(1	)	$	70	$	67	$	12	$	(2	)	$	77

	Nine Months Ended September 30, 2011									Nine Months Ended September 30, 2010
			Landfill		Growth							Landfill		Growth
	Wheelabrator		Gas-to-Energy(a)		Opportunities(b)			Total		Wheelabrator		Gas-to-Energy(a)		Opportunities(b)			Total
Operating revenues (including intercompany)	$	664	$	105	$	—		$	769	$	660	$	91	$	—		$	751
Costs and expenses:
Operating		429		43		2			474		391		36		1			428
Selling, general & administrative		72		3		2			77		72		2		3			77
Depreciation and amortization		50		20		—			70		47		17		—			64
Restructuring and unusual items		1		—		—			1		—		—		—			—
		552		66		4			622		510		55		4			569
Income (loss) from operations	$	112	$	39	$	(4	)	$	147	$	150	$	36	$	(4	)	$	182

(a)

Our landfill gas-to-energy business focuses on generating a renewable energy source from the methane that is produced as waste decomposes. The operating results include the revenues and expenses of landfill gas-to-energy plants that we own and operate, as well as revenues generated from the sale of landfill gas to third-party owner/operators. The operating results of our landfill gas-to-energy business are included within our geographic reportable segments and “Other.”

(b)

Includes businesses and entities we have acquired or invested in through our organic growth group’s business development efforts. These businesses include a landfill gas-to-LNG facility; landfill gas-to-diesel fuels technologies; organic waste streams-to-fuels technologies; and other engineered fuels technologies. The operating results of our growth opportunities are included within “Other” in our assessment of our income from operations by segment.

Interest Expense

Our interest expense was $118 million and $358 million during the three and nine months ended September 30, 2011 compared with $126 million and $354 million during the three and nine months ended September 30, 2010. The $8 million, or 6.3%, decrease in interest expense for the three-month period is primarily due to (i) a decline in our financial assurance costs, which can be attributed to the amendment and restatement of our $2.0 billion credit facility in May 2011 and a reduction in the amount of letters of credit outstanding; (ii) the repayment of senior notes

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and tax-exempt project bonds with relatively high interest rates upon their scheduled maturities; (iii) an increase in capitalized interest due to higher capital spending; and (iv) a decline in market interest rates, which has reduced the cost of certain of our tax-exempt debt. These reductions in interest expense were partially offset by an increase in our overall debt balances. The incremental indebtedness has been secured at a weighted average rate of approximately 3.25%.

The year-to-date increase in interest expense can generally be attributed to (i) a decrease in the benefits provided by active and terminated interest rate swap agreements due to the maturity of the underlying senior notes; (ii) the higher cost of our previous revolving credit facility, which had been executed in June 2010; and (iii) an increase in our overall debt balances. These increases were largely offset by (i) the scheduled repayment upon their maturities of senior notes and tax-exempt project bonds with relatively high interest rates; and (ii) a decline in market interest rates, which has reduced the cost of certain of our tax-exempt debt.

Equity in Net Losses of Unconsolidated Entities

Beginning in April 2010, our “Equity in net losses of unconsolidated entities” has been primarily related to our noncontrolling interest in a limited liability company established to invest in and manage low-income housing properties, as well as (i) noncontrolling investments made to support our strategic initiatives and (ii) unconsolidated trusts for final capping, closure, post-closure or environmental obligations. In January 2011, we acquired a noncontrolling interest in a limited liability company established to invest in and manage a refined coal facility. The tax impacts realized as a result of our investments in low-income housing properties and the refined coal facility are discussed below in Provision for Income Taxes. Refer to Notes 5 and 14 to the Condensed Consolidated Financial Statements for more information related to these investments.

Provision for Income Taxes

We recorded a provision for income taxes of $136 million during the third quarter of 2011, representing an effective income tax rate of 32.3%, compared with a provision for income taxes of $153 million during the third quarter of 2010, representing an effective income tax rate of 37.3%. Our effective income tax rate for the nine months ended September 30, 2011 was 34.0% compared with 39.8% for the nine months ended September 30, 2010. The decrease in our provision for income taxes when comparing both the three and nine months ended September 30, 2011 to the prior year is due primarily to the increased benefit of federal tax credits and audit settlements, as well as favorable adjustments to our accruals resulting from the filing of our 2010 income tax returns in the third quarter of 2011. In addition, in the second quarter of 2010 we recorded an increase in our state deferred income taxes to reflect the impact of changes in the estimated income tax rate at which temporary differences would be realized.

Our investments in low-income housing properties and the refined coal facility reduced our provision for income taxes by $9 million and $4 million, respectively, for the three months ended September 30, 2011 and by $27 million and $11 million, respectively, for the nine months ended September 30, 2011. Our tax provision for the three and nine months ended September 30, 2010, was reduced by $7 million and $18 million, respectively, as a result of our investment in low-income housing properties. Refer to Note 5 to the Condensed Consolidated Financial Statements for more information related to these investments.

On July 28, 2011, we acquired Oakleaf and its primary operations. Oakleaf did not materially impact our provision for income taxes or the effective income tax rate for the three and nine months ended September 30, 2011. We did receive, as a part of the acquisition, income tax attributes (primarily federal and state net operating losses). While these tax attributes, when realized, will not affect our overall provision for income taxes, they will have a favorable impact on our cash taxes, although we do not anticipate the impact to be material to our overall cash flow from operations.

The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act, signed into law on December 17, 2010, included an extension of the bonus depreciation allowance through the end of 2012 and increased the amount of qualifying capital expenditures that can be depreciated immediately from 50 percent to 100 percent. The 100 percent depreciation deduction applies to qualifying property placed in service from September 8, 2010 through December 31, 2011. The acceleration of deductions on 2011 capital expenditures

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resulting from the bonus depreciation provision will have no impact on our effective tax rate. However, the ability to accelerate depreciation deductions is expected to decrease our 2011 cash taxes by approximately $190 million. Taking the accelerated tax depreciation in the current period will result in increased cash taxes in future periods when the accelerated deductions for these capital expenditures would have otherwise been taken.

Noncontrolling Interests

Net income attributable to noncontrolling interests was $13 million and $36 million for the three and nine months ended September 30, 2011 and $14 million and $36 million for the three and nine months ended September 30, 2010. These amounts are principally related to third parties’ equity interests in two limited liability companies that own three waste-to-energy facilities operated by our Wheelabrator Group. Refer to Note 14 to the Condensed Consolidated Financial Statements for information related to the consolidation of these variable interest entities.

Liquidity and Capital Resources

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 September 30, 2011 and December 31, 2010 (dollars in millions):

	September 30,		December 31,
	2011		2010
Cash and cash equivalents	$	282	$	539
Restricted trust and escrow accounts:
Final capping, closure, post-closure and environmental remediation funds	$	121	$	120
Tax-exempt bond funds		36		14
Other		3		12
Total restricted trust and escrow accounts	$	160	$	146
Debt:
Current portion	$	225	$	233
Long-term portion		9,388		8,674
Total debt	$	9,613	$	8,907
Increase in carrying value of debt due to hedge accounting for interest rate swaps	$	108	$	79

As of September 30, 2011, we had $348 million of debt maturing within the next twelve months, including U.S. $133 million under our Canadian credit facility. The amount reported as the current portion of long-term debt as of September 30, 2011 excludes $123 million of these scheduled repayments because we have the intent and ability to refinance portions of our current maturities on a long-term basis.

Summary of Cash Flow Activity

The following is a summary of our cash flows for the nine-month periods ended September 30 (in millions):

	Nine Months
	Ended
	September 30,
	2011			2010
Net cash provided by operating activities	$	1,737		$	1,653
Net cash used in investing activities	$	(1,535	)	$	(1,175	)
Net cash used in financing activities	$	(459	)	$	(1,069	)

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Net Cash Provided by Operating Activities — We generated $1,737 million of cash flows from operating activities during the nine-month period ended September 30, 2011, compared with $1,653 million during the nine-month period ended September 30, 2010. The $84 million year-over-year increase in cash provided by operating activities was primarily related to a $226 million decline in cash paid for income taxes, offset, in part, by the impacts of two non-recurring cash inflows on our operating cash in 2010.

•  Decreased income tax payments — The significant decrease in cash taxes paid in 2011 is due in large part to the extension of the bonus depreciation legislation. The ability to accelerate depreciation deductions is expected to decrease our full year 2011 cash taxes by $190 million. Also contributing to the decrease in cash paid for taxes in 2011, is an increase in federal tax credits provided by our investments in two unconsolidated entities. These investments are discussed in Note 5 and Note 14 of the Condensed Consolidated Financial Statements.

•  2010 Non-recurring cash inflows — Two significant cash transactions benefited cash provided by operating activities for the nine months ended September 30, 2010. In the second quarter of 2010, we received $77 million for a litigation settlement, and in the third quarter of 2010, we received a $65 million federal tax refund related to the liquidation of a foreign subsidiary in 2009.

Net Cash Used in Investing Activities — The most significant items included in our investing cash flows for the nine-month periods ended September 30, 2011 and 2010 are summarized below:

•  Capital expenditures — We used $909 million during the first nine months of 2011 for capital expenditures compared with $737 million in the first nine months of 2010, an increase of $172 million. The increase in capital expenditures in 2011 is a result of our increased spending on natural gas vehicles and fueling infrastructure, information technology infrastructure and growth initiatives and taking advantage of the bonus depreciation legislation. The year-over-year comparison was also affected by timing differences associated with cash payments for the previous years’ fourth quarter capital spending. Approximately $206 million of our fourth quarter 2010 spending was paid in cash in the first quarter of 2011 compared with approximately $145 million of our fourth quarter 2009 spending that was paid in the first quarter of 2010.

•  Acquisitions — Our spending on acquisitions was $645 million in the first nine months of 2011 compared with $343 million in the first nine months of 2010. On July 28, 2011, we paid $432 million, net of cash received of $4 million and inclusive of certain adjustments, to acquire Oakleaf, which provides outsourced waste and recycling services through a nationwide network of third-party haulers. We continue to focus on accretive acquisitions and growth opportunities that will contribute to improved future results of operations and enhance and expand our existing service offerings.

•  Investments in unconsolidated entities — We made $92 million of cash investments in unconsolidated entities during the first nine months of 2011. These investments included a $48 million payment made to acquire a noncontrolling interest in a limited liability company, which was established to invest in and manage a refined coal facility in North Dakota, and $44 million of investments primarily related to furthering our goal of growing into new markets by investing in greener technologies.

We made $162 million of cash investments in unconsolidated entities during the first nine months of 2010. These cash investments were primarily related to a $142 million payment made to acquire a 40% equity investment in Shanghai Environment Group (“SEG”), a subsidiary of Shanghai Chengtou Holding Co., Ltd. As a joint venture partner in SEG, we participate in the operation and management of waste-to-energy and other waste services in the Chinese market. SEG’s focus also includes building new waste-to-energy facilities in China.

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Net Cash Used in Financing Activities — During the nine months ended September 30, 2011, net cash used in financing activities was $459 million, compared with $1,069 million during the comparable prior year period. The most significant items affecting the comparison of our financing cash flows for the nine-month periods ended September 30, 2011 and 2010 are summarized below:

•  Debt borrowings and repayments — The following summarizes our cash borrowings and debt repayments during each period (in millions):

	Nine Months
	Ended
	September 30,
	2011			2010
Borrowings:
Revolving credit facility	$	100		$	—
Canadian credit facility		—			183
Senior notes		893			592
Capital leases and other debt		8			—
	$	1,001		$	775
Repayments:
Revolving credit facility	$	(100	)	$	—
Canadian credit facility		(77	)		(236	)
Senior notes		(147	)		(600	)
Tax exempt bonds		(25	)		(52	)
Tax exempt project bonds		(30	)		—
Capital leases and other debt		(46	)		(44	)
	$	(425	)	$	(932	)
Net borrowings (repayments)	$	576		$	(157	)

Refer to Note 3 to the Condensed Consolidated Financial Statements for additional information related to our debt borrowings and repayments.

•  Share repurchases and dividend payments — We repurchased 16.4 million shares of our common stock for $546 million during the first nine months of 2011, of which approximately $18 million was paid in October 2011 compared with 13.4 million shares of our common stock for $445 million during the first nine months of 2010, of which approximately $2 million was paid in October 2010. We increased our rate of repurchases during the third quarter of 2011, during which time the price of our stock reached its lowest levels for the previous 52-week period. We continued this acceleration of repurchases into October 2011 and have completed our common stock repurchases for 2011 under the capital allocation program approved by the Board of Directors, which provided for up to $575 million in common stock repurchases in 2011.

We paid $481 million in cash dividends in the first nine months of 2011 compared with $454 million in the first nine months of 2010. The increase in dividend payments is due to our quarterly per share dividends declared increasing from $0.315 in 2010 to $0.34 in 2011, partially offset by a reduction in the number of our outstanding shares as a result of our share repurchase program.

•  Other — Net cash used for our other financing activities was $43 million during the first nine months of 2011 (including $7 million of financing costs paid to amend and restate our $2.0 billion revolving credit facility) compared with $17 million during the first nine months of 2010 (including $13 million of financing costs paid to execute our $2.0 billion revolving credit facility). In 2011, the use of cash was driven by changes in our accrued liabilities for checks written in excess of related cash balances due to the timing of cash deposits or payments.

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Liquidity Impacts of Uncertain Tax Positions

We have liabilities associated with uncertain tax positions and related interest. These liabilities are primarily included as a component of long-term “Other liabilities” in our Condensed Consolidated Balance Sheet because we generally do not anticipate that settlement of the liabilities will require payment of cash within the next twelve months. We are not able to reasonably estimate when we would make any cash payments required to settle these liabilities, but do not believe that the ultimate settlement of our obligations will materially affect our liquidity. We anticipate that approximately $8 million of liabilities for uncertain tax positions, including accrued interest, and $3 million of related deferred tax assets may be reversed within the next twelve months. The anticipated reversals are related to state tax items, none of which are material, and are expected to result from audit settlements or the expiration of the applicable statute of limitations period.

Off-Balance Sheet Arrangements

We are party to guarantee arrangements with unconsolidated entities as discussed in the Guarantees section of Note 8 to the Condensed Consolidated Financial Statements. These arrangements have not materially affected our financial position, results of operations or liquidity during the nine months ended September 30, 2011, nor are they expected to have a material impact on our future financial position, results of operations or liquidity.

Seasonal Trends

Our operating revenues normally tend to be somewhat higher in the summer months, primarily due to the traditional seasonal increase in the volume of construction and demolition waste. Historically, the volumes of industrial and residential waste in certain regions where we operate have tended to increase during the summer months. Our second and third quarter revenues and results of operations typically reflect these seasonal trends.

Additionally, certain destructive weather conditions that tend to occur during the second half of the year, such as hurricanes that most often impact our Southern Group, can actually increase our revenues in the areas affected. While weather-related and other “one-time” occurrences can boost revenues through additional work, as a result of significant start-up costs and other factors, such revenue sometimes generates earnings at comparatively lower margins. Certain weather conditions, including severe winter storms, may result in the temporary suspension of our operations, which can significantly affect the operating results of the affected regions. The operating results of our first quarter also often reflect higher repair and maintenance expenses because we rely on the slower winter months, when waste flows are generally lower, to perform scheduled maintenance at our waste-to-energy facilities.

Inflation

A significant portion of our collection revenues are generated under long-term agreements with price adjustments based on various indices intended to measure inflation. These indices have been at historic lows over the past two years, although recent data has trended upward. 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. 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.

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

Information about market risks as of September 30, 2011, does not differ materially from that discussed under Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2010.

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Item 4.   Controls and Procedures.

Effectiveness of Controls and Procedures

Our management, with the participation of our principal executive and financial officers, has evaluated the effectiveness of our disclosure controls and procedures in ensuring that the information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to management (including the principal executive and financial officers) as appropriate to allow timely decisions regarding required disclosure. Based on such evaluation, our principal executive and financial officers have concluded that such disclosure controls and procedures were effective as of September 30, 2011 (the end of the period covered by this Quarterly Report on Form 10-Q).

Changes in Internal Controls over Financial Reporting

Management, together with our Chief Executive Officer and principal financial officer, evaluated the changes in our internal control over financial reporting during the quarter ended September 30, 2011. We determined that there were no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.

Item 1.   Legal Proceedings.

Information regarding our legal proceedings can be found under the “Litigation” section of Note 8, Commitments and Contingencies, to the Condensed Consolidated Financial Statements.

Item 1A.   Risk Factors.

There have been no material changes from risk factors previously disclosed in our Form 10-K for the year ended December 31, 2010 in response to Item 1A to Part I of Form 10-K.

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

In December 2010, the Board of Directors approved a capital allocation program that provides for up to $575 million in common stock repurchases for 2011. All of the common stock repurchases made in 2011 have been pursuant to this capital allocation program.

The following table summarizes common stock repurchases made during the third quarter of 2011:

Issuer Purchases of Equity Securities

					Total Number of
	Total				Shares Purchased as		Approximate Maximum
	Number of		Average		Part of Publicly		Dollar Value of Shares that
	Shares		Price Paid		Announced Plans or		May Yet be Purchased Under
Period	Purchased		per Share(a)		Programs		the Plans or Programs(b)
July 1 — 31		1,377,806	$	35.95		1,377,806	$	349 Million
August 1 — 31		6,290,810	$	30.69		6,290,810	$	156 Million
September 1 — 30(c)		4,061,404	$	31.28		4,061,404	$	29 Million
Total		11,730,020	$	31.51		11,730,020

(a)	This amount represents the weighted average price paid per share and includes a per-share commission paid for all repurchases.
(b)	We purchased the remaining maximum allowable amount of shares under our capital allocation program in October 2011.
(c)	The amounts reported include 555,600 shares repurchased for an aggregate of approximately $18 million that were initiated in September, but settled in cash in October.

59

Item 6.   Exhibits.

Exhibit No.				Description
	4	.1	—	Officers’ Certificate delivered pursuant to Section 301 of the Indenture dated September 10, 1997 by and between Waste Management, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee, establishing the terms and form of Waste Management, Inc.’s 2.60% Senior Notes due 2016.
	4	.2	—	Guarantee Agreement by Waste Management Holdings, Inc. in favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the holders of Waste Management, Inc.’s 2.60% Senior Notes due 2016.
	10	.1	—	Employment Agreement by and between the Company and Steven C. Preston dated October 5, 2011. [incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed October 5, 2011].
	10	.2	—	Employment Agreement by and between the Company and James C. Fish, Jr. dated August 15, 2011.
	10	.3	—	Employment Agreement by and between the Company and William K. Caesar dated August 23, 2011.
	31	.1	—	Certification Pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934, as amended, of David P. Steiner, President and Chief Executive Officer.
	31	.2	—	Certification Pursuant to Rules 13a - 14(a) and 15d - 14(a) under the Securities Exchange Act of 1934, as amended, of Steven C. Preston, Executive Vice President — Finance, Recycling and Energy Services.
	32	.1	—	Certification Pursuant to 18 U.S.C. §1350 of David P. Steiner, President and Chief Executive Officer.
	32	.2	—	Certification Pursuant to 18 U.S.C. §1350 of Steven C. Preston, Executive Vice President — Finance, Recycling and Energy Services.
	101	.INS	—	XBRL Instance Document.
	101	.SCH	—	XBRL Taxonomy Extension Schema Document.
	101	.CAL	—	XBRL Taxonomy Extension Calculation Linkbase Document.
	101	.DEF	—	XBRL Taxonomy Extension Definition Linkbase Document.
	101	.LAB	—	XBRL Taxonomy Extension Labels Linkbase Document.
	101	.PRE	—	XBRL Taxonomy Extension Presentation Linkbase Document.

60

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WASTE MANAGEMENT, INC.

By:  /s/  STEVEN C. PRESTON

Steven C. Preston

Executive Vice President —

Finance, Recycling & Energy Services

(Principal Financial Officer)

WASTE MANAGEMENT, INC.

By:  /s/  GREG A. ROBERTSON

Greg A. Robertson

Vice President and

Chief Accounting Officer

(Principal Accounting Officer)

Date: October 27, 2011

61

EX-4.1

Exhibit 4.1

WASTE MANAGEMENT, INC.
Officers’ Certificate Delivered Pursuant to
Section 301 of the Indenture dated as of September 10, 1997

     The undersigned, the Vice President — Finance and Treasurer, and the Corporate Secretary of Waste Management, Inc. (the “Company”), hereby certify that:

     1. This Certificate is delivered to The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as trustee (the “Trustee”), pursuant to Sections 102 and 301 of the Indenture dated as of September 10, 1997 between the Company, formerly known as USA Waste Services, Inc., and the Trustee in connection with the Company Order dated August 29, 2011 (the “Order”) for the authentication and delivery by the Trustee of $500,000,000 aggregate principal amount of 2.60% Notes due 2016 (the “Notes”).

     2. The undersigned have read Sections 102, 103, 301 and 303 of the Indenture and the definitions in the Indenture relating thereto.

     3. The statements made herein are based either upon the personal knowledge of the persons making this Certificate or on information, data and reports furnished to such persons by the officers, counsel, department heads or employees of the Company who have knowledge of the facts involved.

     4. The undersigned have examined the Order, and they have examined the covenants, conditions and provisions of the Indenture relating thereto.

     5. In the opinion of the persons making this Certificate, they have made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not all conditions provided for in the Indenture with respect to the Order have been complied with.

     6. All conditions precedent provided in the Indenture to the authentication by the Trustee of $500,000,000 aggregate principal amount of the Notes have been complied with, and such Notes may be delivered in accordance with the Order as provided in the Indenture.

     7. The terms of the Notes (including the Form of Note) as set forth in Annex A to this Officers’ Certificate have been approved by officers of the Company as duly authorized by resolutions of the Board of Directors of the Company as of August 20, 2009 and such resolutions, copies of which are attached hereto as Annex B, are in full force and effect as of the date hereof.

[signature page follows]

WASTE MANAGEMENT, INC.
Officers’ Certificate Delivered Pursuant to
Section 301 of the Indenture dated as of September 10, 1997

          IN WITNESS WHEREOF, the undersigned has hereunto executed as of the date first written above.

/s/ Cherie C. Rice Cherie C. Rice

Vice President —Finance and Treasurer

/s/ Linda J. Smith Linda J. Smith

Corporate Secretary

WASTE MANAGEMENT, INC.
Officers’ Certificate Delivered Pursuant to
Section 301 of the Indenture dated as of September 10, 1997

Annex A
Terms of the Notes

     Pursuant to authority granted by the Board of Directors of the Company on August 20, 2009 and the Sole Director of Waste Management Holdings, Inc. on August 23, 2011, the Company has approved the establishment, issuance, execution and delivery of a new series of Securities (as defined in the Indenture) to be issued under the Indenture dated as of September 10, 1997 (the “Indenture”), between the Company, formerly known as USA Waste Services, Inc., and The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as trustee (the “Trustee”), the terms of which are set forth below. Capitalized terms used but not defined herein are used herein as defined in the Indenture.

(1)	The title of the series of Securities shall be “2.60% Senior Notes due 2016” (the “Notes”).
(2)	The Notes shall be general unsecured, senior obligations of the Company.
(3)	The initial aggregate principal amount of the Notes that may be authenticated and delivered under the Indenture shall be $500,000,000 (except for Notes authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305, 306, 906 or 1107 of the Indenture); provided, however, that the authorized aggregate principal amount of such series may be increased before or after the issuance of any Notes of such series by a Board Resolution (or action pursuant to a Board Resolution) to such effect.
(4)	The principal amount of each Note shall be payable on September 1, 2016.
(5)	Each Note shall bear interest from August 29, 2011 at the fixed rate of 2.60% per annum; the Interest Payment Dates on which such interest shall be payable shall be March 1 and September 1, of each year, commencing March 1, 2012, until maturity unless such date falls on a day that is not a Business Day, in which case, such payment shall be made on the next day that is a Business Day. The Regular Record Date for the determination of Holders to whom interest is payable shall be February 15 or August 15, respectively, immediately preceding such date, as the case may be.
(6)	If a “Change of Control Triggering Event” (as defined in the Notes) occurs, each Holder of the Notes may require the Company to purchase all or a portion of such Holder’s Notes at a price equal to 101% of the principal amount, plus accrued interest, if any, to the date of purchase, on the terms and subject to the conditions set forth in the Notes.
(7)	The Notes are to be issued as Registered Securities only. Each Note is to be issued as a book-entry note (“Book-Entry Note”) but in certain circumstances may be represented by Notes in definitive form. The Book-Entry Notes shall be issued, in whole or in part, in the form of one or more Notes in global form as contemplated by Section 203 of the Indenture. The Depositary with respect to the Book-Entry Notes shall be The Depository Trust Company, New York, New York.

(8)	Payments of principal of, premium, if any, and interest due on the Notes representing Book-Entry Notes on any Interest Payment Date or at maturity will be made available to the Trustee by 11:00 a.m., New York City time, on such date, unless such date falls on a day which is not a Business Day, in which case such payments will be made available to the Trustee by 11:00 a.m., New York City time, on the next Business Day. As soon as possible thereafter, the Trustee will make such payments to the Depositary.
(9)	The Notes will be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price equal to the greater of (i) 100% of the principal amount of the Notes to be redeemed or (ii) the sum of the present value of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) thereon (exclusive of interest accrued to the Redemption Date (as defined in the Notes)) discounted to the Redemption Date on a semiannual basis (assuming a 360 day year consisting of twelve 30-day months) at the applicable Treasury Yield (as defined in the Notes) plus 25 basis points; plus, in either case, accrued interest to the Redemption Date.
(10)	The Company shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the option of a Holder thereof.
(11)	The Notes will be subject to defeasance and discharge as contemplated by Section 1302 of the Indenture and to covenant defeasance under Section 1303 of the Indenture.
(12)	The Notes shall be entitled to the benefit of the covenants contained in Sections 1008 and 1009 of the Indenture.
(13)	The Bank of New York Mellon shall serve initially as Security Registrar for the Notes.
(14)	The Notes shall be substantially in the form of Exhibit A hereto.
(15)	The Notes will be fully and unconditionally guaranteed on a senior basis by the Company’s wholly owned subsidiary, Waste Management Holdings, Inc., pursuant to the terms and conditions of a Guarantee Agreement dated August 29, 2011 (the “Guarantee”). The amount of the Guarantee will be limited to the extent required under applicable fraudulent conveyance laws to cause the Guarantee to be enforceable. The terms and conditions of the Guarantee shall continue in full force and effect for the benefit of holders of the Notes until release thereof as set forth in Section 6 of the Guarantee.

EXHIBIT A
TO
TERMS OF NOTES
(Form of Note)
BOOK-ENTRY SECURITY

     THIS SECURITY IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES.

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY (AS DEFINED BELOW) OR ITS AGENT FOR REGISTRATION FOR TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

RGN-1		Principal Amount
	WASTE MANAGEMENT, INC.	U.S. $500,000,000, which may be decreased by the Schedule of Exchanges of Definitive Security attached hereto
	2.60% SENIOR NOTES DUE 2016
		CUSIP 94106LAX7

     WASTE MANAGEMENT, INC., a Delaware corporation (the “Company,” which term includes any successors under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, at the office or agency of the Company, the principal sum of Five Hundred Million ($500,000,000) U.S. dollars, or such lesser principal sum as is shown on the attached Schedule of Exchanges of Definitive Security, on September 1, 2016 in such coin or currency of the United States of America as at the time of payment shall be

legal tender for the payment of public and private debts, and to pay interest at an annual rate of 2.60% payable on March 1 and September 1 of each year, to the person in whose name this Security is registered at the close of business on the record date for such interest, which shall be the preceding February 15 or August 15, respectively, payable commencing March 1, 2012, with interest consisting of interest accrued from August 29, 2011.

     Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place.

     The statements in the legends set forth above are an integral part of the terms of this Security and by acceptance hereof the Holder of this Security agrees to be subject to, and bound by, the terms and provisions set forth in each such legend.

     This Security is issued in respect of a series of Securities of an initial aggregate of U.S. $500,000,000 in principal amount designated as the 2.60% Senior Notes due 2016 of the Company and is governed by the Indenture dated as of September 10, 1997, duly executed and delivered by the Company, formerly known as USA Waste Services, Inc., to The Bank of New York Mellon Trust Company N.A. (the current successor to Texas Commerce Bank National Association) as trustee (the “Trustee”), as supplemented by Board Resolutions (as defined in the Indenture) (such Indenture and Board Resolutions, collectively, the “Indenture”). The terms of the Indenture are incorporated herein by reference. This Security shall in all respects be entitled to the same benefits as definitive Securities under the Indenture.

     If and to the extent that any provision of the Indenture limits, qualifies or conflicts with any other provision of the Indenture that is required to be included in the Indenture or is deemed applicable to the Indenture by virtue of the provisions of the Trust Indenture Act of 1939, as amended, such required provision shall control.

     The Company hereby irrevocably undertakes to the Holder hereof to exchange this Security in accordance with the terms of the Indenture without charge.

     This Security shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Trustee under the Indenture.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: August 29, 2011	WASTE MANAGEMENT, INC., a Delaware corporation
	By:
		Cherie C. Rice
		Vice President-Finance and Treasurer
	Attest:
	By:
		Linda J. Smith
		Secretary

CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Date of Authentication: August 29, 2011	The Bank of New York Mellon Trust Company N.A., as Trustee
	By:
		Julie Hoffman-Ramos
		Vice President

REVERSE OF BOOK-ENTRY SECURITY

WASTE MANAGEMENT, INC.

2.60% SENIOR NOTES DUE 2016

     This Security is one of a duly authorized issue of unsecured debentures, notes or other evidences of indebtedness of the Company (the “Debt Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to the Indenture, to which Indenture reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders of the Debt Securities. The Debt Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as provided in the Indenture. This Security is one of a series designated as the 2.60% Senior Notes due 2016 of the Company, in initial aggregate principal amount of $500,000,000 (the “Securities”).

     1. Interest.

     The Company promises to pay interest on the principal amount of this Security at the rate of 2.60% per annum.

     The Company will pay interest semi-annually on March 1 and September 1 of each year (each an “Interest Payment Date”), commencing March 1, 2012. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid on the Securities, from August 29, 2011. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Company shall pay interest (including post-petition interest in any proceeding under any applicable bankruptcy laws) on overdue installments of interest (without regard to any applicable grace period) and on overdue principal and premium, if any, from time to time on demand at the rate of 2.60% per annum, in each case to the extent lawful.

     2. Method of Payment.

     The Company shall pay interest on the Securities (except Defaulted Interest) to the persons who are the registered Holders at the close of business on the Regular Record Date immediately preceding the Interest Payment Date. Any such interest not so punctually paid or duly provided for (“Defaulted Interest”) may be paid to the persons who are registered Holders at the close of business on a Special Record Date for the payment of such Defaulted Interest, or in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may then be listed if such manner of payment shall be deemed practicable by the Trustee, as more fully provided in the Indenture. Except as provided below, the Company shall pay principal and interest in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts (“U.S. Legal Tender”). Payments in respect of a Book-Entry Security (including principal, premium, if any, and interest) will be made by wire transfer of immediately available funds to the accounts

specified by the Depository. Payments in respect of Securities in definitive form (including principal, premium, if any, and interest) will be made at the office or agency of the Company maintained for such purpose within the Borough of Manhattan, the City of New York, which initially will be at the corporate trust office of The Bank of New York Mellon, located at 101 Barclay Street, Floor 21W, New York, New York, 10286 or at the option of the Company, payment of interest may be made by check mailed to the Holders on the Regular Record Date or on the Special Record Date at their addresses set forth in the Security Register of Holders.

     3. Paying Agent and Registrar.

     Initially, The Bank of New York Mellon will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-Registrar at any time upon notice to the Trustee and the Holders. The Company or any of its Subsidiaries may, subject to certain exceptions, act as Paying Agent, Registrar or co-Registrar.

     4. Indenture.

     This Security is one of a duly authorized issue of Debt Securities of the Company issued and to be issued in one or more series under the Indenture.

     Capitalized terms herein are used as defined in the Indenture unless otherwise defined herein. The terms of the Securities include those stated in the Indenture and all indentures supplemental thereto, those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the Indenture, and those terms stated in the Officers’ Certificate to the Trustee, duly authorized by resolutions of the Board of Directors of the Company on August 20, 2009 (the “Resolutions”) and the written consent of the Sole Director of Waste Management Holdings, Inc. on August 23, 2011 (the “Consent”). The Securities are subject to all such terms, and Holders of Securities are referred to the Indenture, all indentures supplemental thereto, said Act, said Resolutions and said Consent and Officers’ Certificate for a statement of them. The Securities of this series are general unsecured obligations of the Company limited with an initial aggregate principal amount of $500,000,000.

     5. Redemption.

     The Securities will be redeemable, at the option of the Company, at any time in whole, or from time to time in part, at a Redemption Price (the “Make-Whole Price”) equal to the greater of: (i) 100% of the principal amount of the Securities to be redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (at the rate in effect on the date of calculation of the Redemption Price) on the Securities (exclusive of interest accrued to the Redemption Date) discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Yield plus 25 basis points; plus, in either case, accrued interest to the Redemption Date.

     Securities called for redemption become due on the Redemption Date. Notices of redemption will be mailed at least 30 but not more than 60 days before the Redemption Date to each holder of record of the Securities to be redeemed at its registered address. The notice of redemption for the Securities will state, among other things, the amount of Securities to be redeemed, the Redemption Date, the Redemption Price or, if not ascertainable, the manner of

determining the Make-Whole Price and the place(s) that payment will be made upon presentation and surrender of Securities to be redeemed. Unless the Company defaults in payment of the Make-Whole Price, interest will cease to accrue on any Securities that have been called for redemption at the Redemption Date. If less than all the Securities are redeemed at any time, the Trustee will select the Securities to be redeemed on a pro rata basis or by any other method the Trustee deems fair and appropriate.

     For purposes of determining the Make-Whole Price, the following definitions are applicable:

     “Treasury Yield” means, with respect to any Redemption Date applicable to the Securities, the rate per annum equal to the semi-annual equivalent yield to maturity (computed as of the third Business Day immediately preceding such Redemption Date) of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the applicable Comparable Treasury Price for such Redemption Date.

     “Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Securities that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Securities.

     “Independent Investment Banker” means any of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC (and their respective successors), or, if all of such firms are unwilling or unable to select the applicable Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the Trustee and reasonably acceptable to the Company.

     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the average of the Reference Treasury Dealer Quotations obtained by the Trustee for the Redemption Date, after excluding the highest and lowest of all Reference Treasury Dealer Quotations obtained, or (ii) if the Trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations obtained by the Trustee.

     “Reference Treasury Dealer” means (i) each of Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and a Primary Treasury Dealer (as defined below) selected by Wells Fargo Securities, LLC (and their respective successors), unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Company will substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer selected by the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date for the Securities, an average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue for the Securities (expressed in each

case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding such Redemption Date.

     Except as set forth above, the Securities will not be redeemable prior to their Stated Maturity and will not be entitled to the benefit of any sinking fund.

     The Securities may be redeemed in part in a minimum principal amount of $2,000, or any integral multiple of $1,000 in excess thereof.

     Any such redemption will also comply with Article Eleven of the Indenture.

     6. Change of Control Offer.

     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to redeem the Securities as described in Section 5, the Company shall make an offer (a “Change of Control Offer”) to each Holder of the Securities to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Securities on the terms set forth herein. In a Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of Securities repurchased (a “Change of Control Payment”), plus accrued and unpaid interest, if any, on the Securities repurchased to the date of repurchase, subject to the right of holders of record on the applicable record date to receive interest due on the next Interest Payment Date.

     Within 30 days following any Change of Control Triggering Event or, at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, the Company shall mail a notice to Holders of the Securities describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offer to repurchase such Securities on the date specified in the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (a “Change of Control Payment Date”). The notice may, if mailed prior to the date of consummation of the Change of Control, state that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring on or prior to the applicable Change of Control Payment Date.

     Upon the Change of Control Payment Date, the Company shall, to the extent lawful:

• accept for payment all Securities or portions of Securities properly tendered and not withdrawn pursuant to the Change of Control Offer;

• deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Securities or portions of Securities properly tendered; and

• deliver or cause to be delivered to the Trustee the Securities properly accepted together with an Officers’ Certificate stating the aggregate principal amount of Securities or portions of Securities being repurchased.

     The Company need not make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by the Company and the third party repurchases all Securities properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Securities if there has occurred and is continuing on the Change of Control Payment Date an Event of Default under the Indenture, other than a default in the payment of the Change of Control Payment upon a Change of Control Triggering Event.

     The Company will comply with the applicable requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Securities as a result of a Change of Control Triggering Event. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control Offer provisions of this Security, the Company may comply with those securities laws and regulations and, if so, will not be deemed to have breached its obligations under the Change of Control Offer provisions of this Security by virtue of any such conflict.

     For purposes of the Change of Control Offer provisions of the Securities, the following terms are applicable:

     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the Company’s assets and the assets of its Subsidiaries, taken as a whole, to any person, other than the Company or one of its Subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of the Company or other Voting Stock into which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Company consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Company outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person, measured by voting power rather than number of shares, immediately after giving effect to such transaction; (4) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or (5) the adoption of a plan relating to the liquidation or dissolution of the Company.

     Notwithstanding the preceding, a transaction will not be deemed to involve a Change of Control under clause (2) above if (i) the Company becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of Voting Stock of the Company immediately prior to that transaction or (B)

immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term ‘‘person,’’ as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.

     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.

     “Continuing Directors” means, as of any date of determination, any member of the Board of Directors of the Company who (1) was a member of such Board of Directors on the date the Securities were issued or (2) was nominated for election, elected or appointed to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination, election or appointment (either by a specific vote or by approval of the Company’s proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

     “Fitch” means Fitch Inc. and its successors.

     “Investment Grade Rating” means a rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies selected by the Company.

     “Moody’s” means Moody’s Investors Service, Inc. and its successors.

     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P and (2) if any of Fitch, Moody’s or S&P ceases to rate the Securities or fails to make a rating of the Securities publicly available for reasons outside of the Company’s control, a ‘‘nationally recognized statistical rating organization’’ within the meaning of Section 3(a)(62) of the Exchange Act selected by the Company (as certified by a resolution of our Board of Directors) as a replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.

     “Rating Event” means the rating on the Securities is lowered by at least two of the three Rating Agencies and the Securities are rated below an Investment Grade Rating by at least two of the three Rating Agencies, in any case on any day during the period (which period will be extended so long as the rating of the Securities is under publicly announced consideration for a possible downgrade by any of the rating agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Company’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.

     “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and its successors.

     “Voting Stock” means, with respect to any specified ‘‘person’’ (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

     7. Denominations; Transfer; Exchange.

     The Securities are issued in registered form, without coupons, in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof. A Holder may register the transfer of, or exchange, Securities in accordance with the Indenture. The Securities Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.

     8. Person Deemed Owners.

     The registered Holder of a Security may be treated as the owner of it for all purposes.

     9. Amendment; Supplement; Waiver.

     Subject to certain exceptions, the Indenture may be amended or supplemented, and any existing Event of Default or compliance with any provision may be waived, with the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected. Without consent of any Holder, the parties thereto may amend or supplement the Indenture or the Securities to, among other things, cure any ambiguity, defect or inconsistency, or make any other change that does not adversely affect the interests of any Holder of a Security. Any such consent or waiver by the Holder of this Security (unless revoked as provided in the Indenture) shall be conclusive and binding upon such Holder and upon all future Holders and owners of this Security and any Securities which may be issued in exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Security or such other Securities.

     10. Defaults and Remedies.

     If an Event of Default with respect to the Securities occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Securities then Outstanding may declare the principal amount of all the Securities to be due and payable immediately in the manner and with the effect provided in the Indenture. Notwithstanding the preceding sentence, however, if at any time after such a declaration of acceleration has been made and before judgment or decree for payment of the money due has been obtained by the Trustee as provided in the Indenture, the Holders of a majority in principal amount of the Outstanding Securities, by written notice to the Company and to the Trustee, may rescind and annul such declaration and its consequences if (1) the Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on all Securities, (B) the principal of (and premium, if any, on) any Securities which has become due otherwise than by such declaration of acceleration and any interest thereon at the rate prescribed therefor herein, (C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate prescribed therefor herein, and (D) all sums paid or advanced by the Trustee and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and (2) all Events of Default under the Indenture with respect to the Securities, other than the nonpayment of the principal of Securities which has become due solely by such declaration acceleration, shall have been cured or shall have been waived. No such rescission shall affect any subsequent Event of Default or shall impair any right consequent thereon. Holders of Securities

may not enforce the Indenture or the Securities except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Securities. Subject to certain limitations, Holders of a majority in aggregate principal amount of the Securities then outstanding may direct the Trustee in its exercise of any trust or power.

     11. Trustee Dealings with Company.

     The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company and its Affiliates and any subsidiary of the Company’s Affiliates, and may otherwise deal with the Company and its Affiliates as if it were not the Trustee.

     12. Authentication.

     This Security shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Security.

     13. Abbreviations and Defined Terms.

     Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such as: TEN COM (tenant in common), TEN ENT (tenants by the entireties), JT TEN (joint tenants with right of survivorship and not as tenants in common), CUST (Custodian), and U/G/M/A (Uniform Gifts to Minors Act).

     14. CUSIP Numbers.

     Pursuant to a recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company has caused CUSIP numbers to be printed on the Securities as a convenience to the Holders of the Securities. No representation is made as to the accuracy of such number as printed on the Securities and reliance may be placed only on the other identification numbers printed hereon.

     15. Absolute Obligation.

     No reference herein to the Indenture and no provision of this Security or the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security in the manner, at the respective times, at the rate and in the coin or currency herein prescribed.

     16. No Recourse.

     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or in any Security, or because of any indebtedness evidenced thereby, shall be had against any incorporator, past, present or future stockholder, officer or director, as such of the Company or of any successor, either directly or through the Company or of any successor, either directly or through the Company or any successor, under any rule of law, statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or

otherwise, all such liability being expressly waived and released by the acceptance of the Security by the Holder and as part of the consideration for the issue of the Security.

     17. Governing Law.

     This Security shall be construed in accordance with and governed by the laws of the State of New York.

     18. Guarantee.

     The Securities will be fully and unconditionally guaranteed on a senior basis by the Company’s wholly owned subsidiary, Waste Management Holdings, Inc., pursuant to the terms and conditions of a Guarantee Agreement dated August 29, 2011 (the “Guarantee”). The amount of the Guarantee will be limited to the extent required under applicable fraudulent conveyance laws to cause the Guarantee to be enforceable. The terms and conditions of the Guarantee shall continue in full force and effect for the benefit of holders of the Securities until release thereof as set forth in Section 6 of the Guarantee.

SCHEDULE OF EXCHANGES OF DEFINITIVE SECURITY

     The following exchanges of a part of this Book-Entry Security for definitive Securities have been made:

	Amount of	Amount of increase	Principal Amount
	decrease in	in Principal	of this Book-Entry	Signature of
	Principal Amount	Amount of this	Security following	authorized officer
	of this Book-Entry	Book-Entry	such decrease (or	of Trustee or
Date of Exchange	Security	Security	increase)	Security Custodian

Annex B
Resolutions of the Board of Directors
of Waste Management, Inc.

     WHEREAS, on September 22, 2006, Waste Management, Inc. (the “Company”) filed with the Securities Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3, File No. 333-137526 (the “Automatic Shelf”), which registered the offer and sale by the Company from time to time of common stock; senior and subordinated debt securities; preferred stock; warrants; units; and guarantees by Waste Management Holdings, Inc., a wholly-owned subsidiary of the Company (“WMHI”), with respect to debt securities, in one or more classes or series in amounts as may be determined at the time of any offering; and

     WHEREAS, pursuant to rules and regulations promulgated by SEC, the Automatic Shelf expires, by its terms, on September 22, 2009, three years after the effective date of the Automatic Shelf; and

     WHEREAS, the Company desires, and finds it in the best interests of the Company, to file a new automatic shelf registration statement on Form S-3 in order to facilitate any future offerings of securities by the Company or any selling security holders.

     NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to prepare and file with the SEC an automatic shelf registration statement on Form S-3 (the “New Automatic Shelf”), pursuant to the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), which New Automatic Shelf may cover, among other things, unsecured senior or subordinated debentures, notes or other evidences of indebtedness of the Company (collectively “Debt Securities”); shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”); warrants to purchase shares of Common Stock; shares of preferred stock in such series with such designations, powers, preferences and relative and other special rights and qualifications, limitations and restrictions as the Board of Directors may from time to time authorize; guarantees of securities by Waste Management Holdings, Inc., a wholly-owned subsidiary of the Company; and any units consisting of one or more of the foregoing (the Debt Securities, Common Stock, warrants, preferred stock, guarantees and units collectively referred to herein as the “Securities”), to be issued from time to time;

     RESOLVED FURTHER, that the proper officers (as established pursuant to these resolutions) be, and they hereby are, authorized, in their sole and absolute discretion, subject to any limitations set forth in these resolutions, to cause the Company to offer and sell up to an aggregate of $3,000,000,000 of Securities without further approval of the Board of Directors;

     RESOLVED FURTHER, that the proper officers and the authorized employees (as established pursuant to these resolutions) be, and each of them hereby is, authorized, in the name and on behalf of the Company, to execute and cause to be filed with the SEC any and all amendments (including, without limitation, post-effective amendments) or supplements to the New Automatic Shelf and any prospectus included therein and any additional documents which such officer or employee may deem necessary or desirable with respect to the registration and

offering of the Securities, and such amendments, supplements, registration statements and documents to be in such form as the officer or employee executing the same may approve, as conclusively evidenced by his execution thereof;

     RESOLVED FURTHER, that the General Counsel of the Company be, and he hereby is, designated and appointed the agent for service of process on the Company under the Securities Act in connection with the New Automatic Shelf and any and all amendments and supplements thereto, with all powers incident to such appointment;

     RESOLVED FURTHER, that the proper officers and authorized employees be and hereby are authorized and directed in the name and on behalf of the Company to take any and all action which they may deem necessary or advisable in order to effect the registration or qualification of all or part of the Securities to be registered under the Securities Act, for offer and sale under the securities or Blue Sky laws of the states of the United States of America, and in connection therewith, to execute, acknowledge, verify, deliver, file and publish all such applications, reports, issuer’s covenants, resolutions, consents to service of process, or appointments of governmental officials for the purpose of receiving and accepting service of process on the laws, and to take any and all further action which they may deem necessary or advisable in order to maintain any such registration or qualification for as long as they deem the same to be in the best interest of the Company;

     RESOLVED FURTHER, that the form of any additional resolutions required in connection with the appropriate qualification or registration of the Securities for offer and sale under such securities or Blue Sky laws, be and hereby is approved and adopted, provided the appropriate officers of the Company, on the advice of counsel, consider the adoption thereof necessary or advisable, in which case the Secretary or any Assistant Secretary of the Company is hereby directed to insert as an appendix hereto a copy of such resolutions, which shall thereupon be deemed to have been adopted by this Board with the same force and effect as if set out verbatim herein;

     RESOLVED FURTHER, that any of the proper officers or authorized employees be, and each of them hereby is, authorized to approve at any time and from time to time, one or more forms of underwriting agreements (and related terms agreement) and agency agreement (and related purchase agreement) and any other agreement or agreements any of such persons may deem necessary or appropriate in connection with the arrangements for the purchase of any of the Securities, and that such persons be, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Company, any such agreement or agreements in substantially the form approved by any of them, with such changes therein as the person executing the same may approve, as conclusively evidenced by the execution and delivery thereof, it being understood that, in the case of any terms agreement or purchase agreement referred to above, it shall not be necessary for any of the proper officers to approve any individual agreement pursuant to which Securities are to be sold if the form thereof has previously been approved as provided in this resolution;

     RESOLVED FURTHER, that any of the proper officers be, and each of them hereby is, authorized, at any time and from time to time, on behalf of the Company, (i) to determine, within

any limits that may be set by the Board of Directors, the number of shares of Common Stock, preferred stock or other equity securities to be offered and sold by the Company pursuant to the New Automatic Shelf, including any shares underlying warrants or convertible Debt Securities, (ii) to authorize the reserve and issuance of such shares and (iii) to take any and all action and to do or cause to be done any and all things which may appear to any of the proper officers to be necessary or advisable in order to authorize, offer, issue, and sell such shares of Common Stock, pursuant to the New Automatic Shelf and the applicable purchase agreement, which action could be taken or which things could be done by the Board of Directors of the Company;

     RESOLVED FURTHER, that any of the proper officers may, at any time and from time to time, on behalf of the Company, authorize the issuance of one or more series of Securities under the Company’s indentures, within any limits that may be set by the Board of Directors, and in connection therewith establish, or, if all of the Securities of such series may not be originally issued at one time, to the extent deemed appropriate, prescribe the manner of determining, within any limitations established by any of the proper officers and subject in either case to the limitations set forth in these resolutions, all of the terms of such Securities;

     RESOLVED FURTHER, that, in connection with any such series of Securities (but without limiting the authority hereinafter in these resolutions conferred with respect to the issuance of Securities of a series which may not all be originally issued at one time), any of the proper officers is authorized at any time or from time to time to determine the price or prices to be received by the Company in any offering or sale of Securities of such series, any public offering price or prices thereof, any discounts to be allowed or commissions to be paid to any agent, dealer or underwriter and any other terms of offering or sale of Securities of such series and to sell Securities of such series in accordance with any applicable purchase agreement or other agreement(s);

     RESOLVED FURTHER, that, in connection with the issuance of Securities of any series which may not be originally issued at one time (except as may be inconsistent with any action taken by any of the proper officers, as hereinabove provided, in connection with such series), any of the proper officers may delegate any of its authority pursuant to these resolutions to any officer of the Company, including authority to fix the terms of such Securities;

     RESOLVED FURTHER, that, in connection with any such series of Securities, any of the proper officers is authorized to approve any amendment, modification or supplement to the Company’s indentures and that any proper officer be, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Company, any such amendment, modification or supplement, substantially in the form approved by any proper officer;

     RESOLVED FURTHER, that the proper officers and authorized employees be, and each of them hereby is, authorized, in the name and on behalf of the Company, to execute and deliver such other agreements (including indemnity agreements), documents, certificates, orders, requests and instruments as may be contemplated by the Company’s indentures or required by the trustee thereunder, the security registrar or any other agent of the Company under such indentures in connection therewith or as may be necessary or appropriate in connection with the issuance and sale of Securities thereunder;

     RESOLVED FURTHER, that the proper officers be, and each of them hereby is, authorized, subject to and in accordance with the Company’s indentures and any action taken by any of the proper officers in connection therewith, from time to time to appoint or designate on behalf of the Company one or more security registrars, paying agents and transfer agents for each series of Securities, to rescind on behalf of the Company any such appointment or designation and to approve on behalf of the Company any change in the location of any office through which any such security registrar, paying agent or transfer agent acts, and in connection therewith to take such action and to make, execute and deliver, or cause to be made, executed and delivered, such agreements, instruments and other documents as any such officer may deem necessary or appropriate;

     RESOLVED FURTHER, that the proper officers and authorized employees be, and each of them hereby is, authorized, in the name and on behalf of the Company, to make application to such securities exchange or exchanges as the persons acting shall deem necessary or appropriate for the listing thereof of any of the Securities (including any Common Stock or preferred stock underlying any convertible Securities) and in connection therewith to appoint one or more listing agents and to prepare, or cause to be prepared, execute and file, or cause to be filed, an application or applications for such listing and any and all amendments thereto and any additional certificates, documents, letters and other instruments which any such officer may deem necessary or desirable; that such officers, or such other person as any such officer may designate in writing, be, and each of them hereby is, authorized to appear before any official or officials or before any body of any such exchange, with authority to make such changes in such application, amendments, certificates, documents, letters and other instruments and to execute and deliver such agreements relative thereto, including, without limitation, listing agreements, fee agreements and indemnity agreements relating to the use of facsimile signatures as they, or any one of them, may deem necessary or appropriate in order to comply with the requirements of any such exchange or to effect such listing;

     RESOLVED FURTHER, that the proper officers be, and each of them hereby is, authorized, in the name and on behalf of the Company, to make application to the SEC for registration of any series of the Securities under Section 12 or other applicable section of the Securities Exchange Act of 1934, and the proper officers and authorized employees are hereby authorized to prepare or cause to be prepared, and to execute and file, or cause to be filed, with the SEC and any securities exchange an application or applications for such registration and any and all amendments thereto and any additional certificates, documents, letters and other instruments which any such officer may deem necessary or desirable;

     RESOLVED FURTHER, that the officers and authorized employees of the Company be, and each of them hereby is, authorized to take, or cause to be taken, any and all action which any such officer may deem necessary or desirable in order to carry out the purpose and intent of the foregoing resolutions or in order to perform, or cause to be performed, the obligations of the Company under the Securities, the New Automatic Shelf and any indenture, purchase agreement, or other agreement referred to herein, and, in connection therewith, to make, execute and deliver, or cause to be made, executed and delivered, all agreements, undertakings, documents, certificates, orders, requests or instruments in the name and on behalf of the Company as each such officer or authorized employee may deem necessary or appropriate;

     RESOLVED FURTHER, that for purposes of these resolutions, the term “proper officer” shall mean any or all of the Chief Executive Officer, the Chief Financial Officer, the General Counsel, the Chief Accounting Officer and the Treasurer of the Company and the term “authorized employees” shall mean either or both of the Vice President and Assistant General Counsel — Corporate and Securities and the Senior Counsel — Corporate & Securities of the Company;

     RESOLVED FURTHER, that the form of any additional resolutions required in connection with the foregoing resolutions be and hereby is approved and adopted, provided the proper officers of the Company, on the advice of counsel, consider the adoption thereof necessary or advisable, in which case the Secretary or any Assistant Secretary of the Company is hereby directed to insert as an appendix hereto a copy of such resolutions, which shall, upon execution, be deemed to have been adopted by this Board with the same force and effect as if set out verbatim herein; and

     RESOLVED FURTHER, that any officer of the Company is hereby authorized and directed to make, provide, execute, and deliver any and all statements, applications, certificates, representations, payments, notices, receipts, and other instruments and documents and take any and all other actions which in the opinion of such officer is or may be necessary or appropriate in connection with or to consummate any of the matters covered by the foregoing resolutions.

EX-4.2

Exhibit 4.2

GUARANTEE

BY WASTE MANAGEMENT HOLDINGS, INC.

(formerly known as Waste Management, Inc.)

in Favor of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Holders
of Certain Debt Securities of

WASTE MANAGEMENT, INC.

$500,000,000
2.60% Senior Notes due 2016

August 29, 2011

     GUARANTEE, dated as of August 29, 2011 (as amended from time to time, this “Guarantee”), made by Waste Management Holdings, Inc. (formerly known as Waste Management, Inc.), a Delaware corporation (the “Guarantor”), in favor of The Bank of New York Mellon Trust Company, N.A., as trustee for the holders of the $500 million 2.60% Senior Notes due 2016 (the “Debt Securities”) of Waste Management, Inc. (formerly known as USA Waste Services, Inc.), a Delaware corporation (the “Issuer”).

WITNESSETH:

     SECTION 1. Guarantee

          (a) The Guarantor hereby unconditionally guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of the principal of, premium, if any, and interest on the Debt Securities (the “Obligations”), according to the terms of the Debt Securities and as more fully described in the Indenture (as amended, modified or otherwise supplemented from time to time, the “Indenture”), dated as of September 10, 1997, between the Issuer, as successor to USA Waste Services, Inc., and The Bank of New York Mellon Trust Company, N.A. (the current successor to Texas Commerce Bank National Association), as trustee (the “Trustee”).

          (b) It is the intention of the Guarantor that this Guarantee not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to this Guarantee. To effectuate the foregoing intention, the amount guaranteed by the Guarantor under this Guarantee shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of the Guarantor (other than guarantees of the Guarantor in respect of subordinated debt) that are relevant under such laws, result in the Obligations of the Guarantor under this Guarantee not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means Title 11, U.S. Code, or any similar Federal or state law for the relief of debtors.

     SECTION 2. Guarantee Absolute. The Guarantor guarantees that the Obligations will be paid strictly in accordance with the terms of the Indenture, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of holders of the Debt Securities with respect thereto. The liability of the Guarantor under this Guarantee shall be absolute and unconditional irrespective of:

     (i) any lack of validity or enforceability of the Indenture, the Debt Securities or any other agreement or instrument relating thereto;

     (ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to departure from the Indenture;

     (iii) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Obligations; or

     (iv) any other circumstance which might otherwise constitute a defense available to, or a discharge of, the Issuer or a guarantor.

     SECTION 3. Subordination. The Guarantor covenants and agrees that its obligation to make payments of the Obligations hereunder constitutes an unsecured obligation of the Guarantor ranking (a) pari passu with all existing and future senior indebtedness of the Guarantor and (b) senior in right of payment to all existing and future subordinated indebtedness of the Guarantor.

     SECTION 4. Waiver; Subrogation

          (a) The Guarantor hereby waives notice of acceptance of this Guarantee, diligence, presentment, demand of payment, filing of claims with a court in the event of merger or bankruptcy of the Issuer, any right to require a proceeding filed first against the Issuer, protest or notice with respect to the Debt Securities or the indebtedness evidenced thereby and all demands whatsoever.

          (b) The Guarantor shall be subrogated to all rights of the Trustee or the holders of any Debt Securities against the Issuer in respect of any amounts paid to the Trustee or such holder by the Guarantor pursuant to the provisions of this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of, or based upon, such right of subrogation until all Obligations shall have been paid in full.

     SECTION 5. No Waiver, Remedies. No failure on the part of the Trustee or any holder of the Debt Securities to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

     SECTION 6. Continuing Guarantee; Transfer of Interest. This Guarantee is a continuing guaranty and shall (i) remain in full force and effect until the earliest to occur of (A) the date, if any, on which the Guarantor shall consolidate with or merge into the Issuer or any successor thereto, (B) the date, if any, on which the Issuer or any successor thereto shall consolidate with or merge into the Guarantor, (C) payment in full of the Obligations and (D) the release by the lenders under the Amended and Restated Revolving Credit Agreement dated May 9, 2011, by and among the Issuer, the Guarantor (as guarantor), Bank of America, N.A., as administrative agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Barclays Capital, as lead arrangers and joint book runners (or under any replacement or new principal credit facility of the Issuer) of the guarantee of the Guarantor thereunder, (ii) be binding upon the Guarantor, its successors and

assigns, and (iii) inure to the benefit of and be enforceable by any holder of Debt Securities, the Trustee, and by their respective successors, transferees, and assigns.

     SECTION 7. Reinstatement. This Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Obligations is rescinded or must otherwise be returned by any holder of the Debt Securities or the Trustee upon the insolvency, bankruptcy or reorganization of the Issuer or otherwise, all as though such payment had not been made.

     SECTION 8. Amendment. The Guarantor may amend this Guarantee at any time for any purpose without the consent of the Trustee or any holder of the Debt Securities; provided, however, that if such amendment adversely affects the rights of the Trustee or any holder of the Debt Securities, the prior written consent of the Trustee shall be required.

     SECTION 9. Governing Law. THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PROVISIONS THEREOF RELATING TO CONFLICT OF LAWS.

     IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

WASTE MANAGEMENT HOLDINGS, INC.,
By:	/s/ Cherie C. Rice Cherie C. Rice
	Vice President — Finance and Treasurer
By:	/s/ Devina Rankin Devina Rankin
	Assistant Treasurer

Signature page to Guarantee

EX-10.2

EXHIBIT 10.2

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 15th day of August, 2011, but effective as of the date set forth below, by and between Waste Management, Inc. (the “Company”) and James C. Fish, Jr. (the “Executive”).

     1. Employment.

     The Company shall employ Executive, and Executive shall be employed by the Company upon the terms and subject to the conditions set forth in this Agreement.

     2. Term of Employment.

     The period of Executive’s employment under this Agreement began on June 13, 2011 (“Employment Date”), and may be terminated by either party pursuant to Section 5 below. The period during which Executive is employed hereunder shall be referred to as the “Employment Period.”

     3. Duties and Responsibilities.

     (a) Executive shall serve as the Senior Vice President, Eastern Group. In such capacity, Executive shall perform such duties and have the power, authority, and functions consistent with such position, as may be deemed appropriate for the position and assigned to Executive from time to time by the Chief Executive Officer or the Board of Directors (the “Board”) of the Company.

     (b) Executive shall devote substantially all of his working time, attention and energies to the business of the Company, and its affiliated entities. Executive may make and manage his personal investments (provided such investments in other activities do not violate, in any material respect, the provisions of Section 10 of this Agreement), be involved in charitable and professional activities, and, with the prior written consent of the Board, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of his duties hereunder or create a conflict of interest (however, the Board does not typically allow officers to serve on more than one public company board at a time).

     4. Compensation and Benefits.

     (a) Base Salary. During the Employment Period, the Company shall pay Executive a base salary at the annual rate of Four Hundred Thousand and 00/100ths Dollars ($400,000.00) per year, or such higher rate as may be determined from time to time by the Company (“Base Salary”). Such Base Salary shall be paid in accordance with the Company’s standard payroll practice for its executive officers. Once increased, Base Salary shall not be reduced except by mutual agreement.

     (b) Annual Bonus. During the Employment Period, Executive will be entitled to participate in an annual incentive compensation plan of the Company, as established by the Management Development and Compensation Committee (“Compensation Committee”) of the

Board from time to time. Executive’s target annual bonus under this Agreement will be seventy-five percent (75%) of his Base Salary in effect for such year (the “Target Bonus”), and his actual annual bonus may range from 0% to 150% of Base Salary (i.e., a maximum possible bonus of two times the Target Bonus), and will be determined based upon (i) the achievement of certain corporate financial and/or performance goals, as may be established and approved from time to time by the Compensation Committee of the Board, and (ii) the achievement of personal performance goals as may be established by Executive’s immediate supervisor. Executive’s annual bonus for calendar year 2011 will be prorated between the time he spent as Vice-President for the Pennsylvania Market Area (using the applicable financial and operational performance objectives, salary, and target bonus) and the time he spent as Senior Vice President, Eastern Group. The annual bonus will be paid at such time and in such manner as set forth in the annual incentive compensation plan document.

     (c) Benefit Plans and Vacation. Subject to the terms of such plans, Executive shall be eligible to participate in or receive benefits under any profit sharing plan, salary deferral plan, medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, or any other health, welfare or fringe benefit plan, generally made available by the Company to similarly-situated executive employees. The Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, so long as such changes are similarly applicable to similarly-situated employees generally.

     During the Employment Period, Executive shall be entitled to vacation each year in accordance with the Company’s policies in effect from time to time, but in no event less than four (4) weeks paid vacation per calendar year. Vacation not taken in the calendar year in which it is granted cannot be carried forward to any subsequent year.

     (d) Expense Reimbursement. The Company shall promptly reimburse Executive for the ordinary and necessary business expenses incurred by Executive in the performance of his duties hereunder in accordance with the Company’s customary practices applicable to executive officers. The reimbursement of expenses during a year will not affect the expenses eligible for reimbursement in any other year. In no event shall any expense be reimbursed after the last day of the year following the year in which the expense was incurred.

     (e) Other Perquisites. Executive shall be entitled to all perquisites provided to Senior Vice Presidents of the Company as approved by the Compensation Committee of the Board, and as they may exist from time to time.

     5. Termination of Employment.

     Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

     (a) Death. Executive’s employment hereunder shall terminate upon Executive’s death.

     (b) Total Disability. The Company may terminate Executive’s employment

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hereunder upon Executive’s becoming “Totally Disabled.” For purposes of this Agreement, Executive shall be considered “Totally Disabled” if Executive has become physically or mentally disabled so as to render Executive incapable of performing the essential functions of his position (with or without reasonable accommodations) and such disability is expected to result in death or to last for a continuous period of at least 12 months, provided that such condition constitutes a “disability” within the meaning of Section 409A of the Internal Revenue Code. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement.

     (c) Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time after providing a Notice of Termination for Cause to Executive.

(i) For purposes of this Agreement, the term “Cause” means any of the following: Executive’s (A) willful or deliberate and continual refusal to perform Executive’s employment duties reasonably requested by the Company after receipt of written notice to Executive of such failure to perform, specifying such failure (other than as a result of Executive’s sickness, illness or injury) and Executive’s failure to cure such nonperformance within ten (10) days of receipt of said written notice; (B) breach of any statutory or common law duty of loyalty to the Company; (C) conviction of, or plea of nolo contendre to, any felony; (D) willful or intentional cause of material injury to the Company, its property, or its assets; (E) disclosure or attempted disclosure to any unauthorized person(s) of the Company’s proprietary or confidential information; (F) material violation or a repeated and willful violation of the Company’s policies or procedures, including but not limited to, the Company’s Code of Business Conduct and Ethics (or any successor policy) then in effect; or (G) breach of any of the covenants set forth in Section 10 hereof.

(ii) For purposes of this Agreement, the phrase “Notice of Termination for Cause” shall mean a written notice that shall indicate the specific termination provision or provisions in Section 5(c)(i) relied upon, and shall set forth in reasonable detail the facts and circumstances which provide the basis for termination for Cause.

     (d) Voluntary Termination by Executive. Executive may terminate his employment hereunder with or without Good Reason at any time upon written notice to the Company.

(i) A termination for “Good Reason” means a resignation of employment by Executive by written notice (“Notice of Termination for Good Reason”) given to the Company’s Chief Executive Officer within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without

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Executive’s express written consent, of any of the following circumstances: (A) the Company materially diminishes Executive’s core duties or responsibility for those core duties, so as to effectively cause Executive to no longer be performing the duties of his position (except in each case in connection with the termination of Executive’s employment for Death, Total Disability, or Cause, or temporarily as a result of Executive’s illness or other absence); (B) in the event of the Company’s becoming a fifty percent or more subsidiary of any other entity, the Company materially diminishes the duties, authority or responsibilities of the person to whom Executive is required to report; (C) removal or the non-reelection of the Executive from the officer position with the Company specified herein, or removal of the Executive from any of his then officer positions; (D) any material breach by the Company of any provision of this Agreement; or (E) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder, resulting in a material negative change in the employment relationship.

(ii) A “Notice of Termination for Good Reason” shall mean a notice that shall indicate the specific termination provision or provisions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The Notice of Termination for Good Reason shall provide for a date of termination not less than thirty (30) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is given, provided that in the case of the events set forth in Sections 5(d)(i)(A) or (B), the date may be twenty (20) days after the giving of such notice.

     (e) Termination by the Company without Cause. The Company may terminate Executive’s employment hereunder without Cause at any time upon written notice to Executive.

     (f) Effect of Termination. Upon any termination of employment for any reason, Executive shall immediately resign from all Board memberships and other positions with the Company or any of its subsidiaries held by him at such time.

     6. Compensation Following Termination of Employment.

     In the event that Executive’s employment hereunder is terminated in a manner as set forth in Section 5 above, Executive shall be entitled to the compensation and benefits provided under this Section 6, in each case subject to potential reduction as may be required by Section 22, as applicable to the form of termination:

     (a) Termination by Reason of Death. In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay the following amounts to Executive’s beneficiary or estate:

(i) Any accrued but unpaid Base Salary for services rendered to the date of death, any accrued but unpaid expenses required to be reimbursed under this Agreement,

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any accrued but unused vacation to the date of employment termination, and any earned but unpaid bonuses for any prior calendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment for the calendar year of his employment termination to the extent such awards are made to other senior executives of the Company and paid at the same time as other senior executives are paid.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof), as determined and paid in accordance with the terms of such plans, policies and arrangements.

     (b) Termination by Reason of Total Disability. In the event that Executive’s employment is terminated by the Company by reason of Executive’s Total Disability (as determined in accordance with Section 5(b)), the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment for the calendar year of his employment termination to the extent such awards are made to other senior executives of the Company and paid at the same time as other senior executives are paid.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (c) Termination for Cause. In the event that Executive’s employment is terminated by the Company for Cause, the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof up to the date of termination) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (d) Voluntary Termination by Executive. In the event that Executive voluntarily terminates employment other than for Good Reason, the Company shall pay the following amounts to Executive:

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(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof up to the date of termination) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (e) Termination by the Company Without Cause Outside a Change in Control Period; Termination by Executive for Good Reason Outside a Change in Control Period. In the event that Executive’s employment is terminated by the Company outside a Change in Control Period (as defined in Section 7 below) for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

(iii) Subject to Executive’s execution of the Release (as defined in Section 7), Executive shall be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives of the Company, pro-rated for the fiscal year in which the Executive’s employment is terminated.

(iv) Subject to Executive’s execution of the Release (as defined in Section 7), an amount equal to two (2) times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case, as then in effect), of which one-half of such amount shall be paid in a lump sum within the calendar quarter in which the 60^th day following Executive’s employment termination date falls and one-half of such amount shall be paid during the two (2) year period beginning in the calendar quarter within which the 60^th day following Executive’s employment termination date falls and continuing at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.

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(v) Subject to Executive’s execution of the Release (as defined in Section 7) and Executive’s completion of required enrollment elections, the Company will continue for Executive and Executive’s spouse and eligible dependents coverage under the Company’s health benefit plan and disability benefit plans, in which Executive was a participant at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) twenty-four (24) months after the employment termination date; (B) Executive’s death (provided that benefits provided to Executive’s spouse and dependents shall not terminate until twenty-four (24) months after the employment termination date); or (C) with respect to any particular plan, the date Executive becomes eligible to participate in a comparable benefit provided by a subsequent employer. In the event that Executive’s continued participation in any such Company plan is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under this paragraph on a basis which provides Executive with no additional after-tax cost.

     (f) Suspension and Refund of Termination Benefits for Subsequently Discovered Cause. Notwithstanding any provision of this Agreement to the contrary, if within one (1) year of Executive’s employment termination date for any reason other than for Cause, it is determined by the Company that Executive could have been terminated for Cause, then to the extent permitted by law:

(i) the Company may elect to cancel any and all payments of any benefits otherwise due Executive, but not yet paid, under this Agreement or otherwise; and

(ii) upon written demand by the Company, Executive shall refund to the Company any amounts, plus interest, previously paid by Company to Executive pursuant to Subsections 6(e)(iii), 6(e)(iv) or 6(e)(v), less one thousand dollars ($1,000) which Executive shall be entitled to retain as fully sufficient consideration to support and maintain in effect any contractual obligations that Executive has to the Company prior to the refund, including the Release as defined herein.

     7. Resignation by Executive for Good Reason or Termination by Company Without Cause During a Change in Control Period.

     (a) Certain Terminations During a Change in Control Period. Subject to reduction required by Section 22, in the event a Change in Control occurs and (x) Executive terminates his employment for Good Reason during a Change in Control Period, or (y) the Company terminates Executive’s employment without Cause (and for reason other than Death of Total Disability) during a Change in Control Period, the Company shall, subject to Executive’s execution of the Release (as defined in this Section 7), pay the following amounts to Executive:

(i) The payments and benefits provided for in Section 6(e)(iv) and (v) in the same form as provided for therein.

(ii) Executive shall also receive a bonus or incentive compensation payment for the

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calendar year of the employment termination, payable at 100% of the maximum bonus available to Executive, pro-rated as of the employment termination date. Such bonus payment shall be payable within five (5) days after the later of the effective date of Executive’s termination or the Change in Control.

     (b) Certain Definitions.

(i) For purposes of this Agreement, “Change in Control” means the first to occur on or after the date on which this Agreement is first signed, the occurrence of any of the following events:

(A) any Person, or Persons acting as a group (within the meaning of Section 409A of the Internal Revenue Code), directly or indirectly, including by purchases, mergers, consolidation or otherwise, acquires ownership of securities of the Company that, together with stock held by such Person or Persons, represents fifty percent (50%) or more of the total voting power or total fair market value of the Company’s then outstanding securities;

(B) any Person, or Persons acting as a group (within the meaning of Section 409A of the Internal Revenue Code), acquires, (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) directly or indirectly, including by purchases, merger, consolidation or otherwise, ownership of the securities of the Company that represent thirty percent (30%) or more of the total voting power of the Company’s then outstanding voting securities;

(C) the following individuals cease for any reason to constitute a majority of the number of directors then serving during any 12-month period: individuals who, at the beginning of the 12-month period, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating or the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors before the date of such appointment or election or whose appointment, election or nomination for election was previously so approved or recommended;

(D) a Person or Persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, other than a sale or disposition by the Company of such assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by the Company or by the stockholders of the Company in substantially the same

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proportions as their ownership of the Company immediately prior to such sale.

(ii) For purposes of this Agreement, “Change in Control Period” means the period commencing on the date occurring six months immediately prior to the date on which a Change in Control occurs and ending on the second anniversary of the date on which a Change in Control occurs.

(iii) For purposes of this Agreement, “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time.

(iv) For purposes of this Section 7, “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an employee benefit plan of the Company, (4) an underwriter temporarily holding securities pursuant to an offering of such securities or (5) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock of the Company.

(v) For purposes of this Agreement, “Release” means that specific document which the Company shall present to Executive for consideration and execution after any applicable termination of employment, wherein if he agrees to such, he will irrevocably and unconditionally release and forever discharge the Company, it subsidiaries, affiliates and related parties from any and all causes of action which Executive at that time had or may have had against the Company (excluding any claim for indemnity under this Agreement, any claim under state workers’ compensation or unemployment laws, or any claim under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)).

     8. No Other Benefits or Compensation. Except as may be provided under this Agreement, or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive’s employment termination or resignation, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such employment termination or resignation.

     9. No Mitigation. In the event of any termination of employment hereunder, Executive shall be under no obligation to seek other employment, and there shall be no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

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     10. Protective Covenants. In reliance upon Executive’s promise to abide by the various protective covenants and restrictions provided for below, the Company will continue to provide Executive with one or more of the following: (i) portions of the Company’s Confidential Information (through a computer password or other means) and updates thereto; (ii) authorization to communicate with customers and prospective customers, and other business relationship providers, to help Executive develop goodwill for Company; and/or (iii) authorization to participate in specialized training related to Company’s business. Executive agrees that each of Executive’s covenants in Section 10 of this Agreement (the “Protective Covenants”) is reasonable and necessary to protect a legitimate business interest of the Company, and that no one restriction or obligation (such as the confidentiality obligations) would be sufficient to protect the Company’s interests standing alone due to the variety of different interests involved, the difficulty of identifying and addressing a breach before irreparable harm has occurred, and the need to prevent irreparable harm. Employee understands and agrees that one purpose of this Agreement is to enhance, maintain, and not diminish, all common law and contract protections that have been in effect for the parties concerning Confidential Information that Employee has received in the past. In addition, Executive agrees that any and all rights Executive may have to incentive compensation, stock or stock-related compensation, and/or severance compensation, whether provided for in this Agreement or elsewhere, are provided in reliance upon Executive’s agreement to abide by and not challenge the validity of the Protective Covenants described below.

     (a) Company Property, Computer Systems, and Inventions. All written materials, records, data, and other documents prepared or possessed by Executive during Executive’s employment with the Company are the Company’s property. Executive understands that access to the Company’s computer systems is authorized for activities that are consistent with the business purposes of the Company, that benefit the Company (consistent with Company policies and/or guidelines as they may be modified from time to time), and that do not knowingly cause harm to the Company. The use of the Company computer systems to pursue a competing enterprise, or prepare to compete with the Company, is unauthorized and strictly prohibited. All information, ideas, concepts, improvements, discoveries, and inventions that are conceived, made, developed, or acquired by Executive individually or in conjunction with others during Executive’s employment (whether during business hours or not and whether on the Company’s premises or not) which relate to or are derived from the Company’s business, products, property, resources or services are the Company’s sole and exclusive property. Executive does hereby grant and assign to the Company (or its nominee) Executive’s entire right, title and interest in and to all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, and ideas of commercial use or value that either: (i) relate to the Company’s business, or actual or demonstrably anticipated research or development activity of the Company; or (ii) are derived from, suggested by, or result of work performed for the Company, or were created, discovered, or conceived with the aid of Company property (“Company IP”). While employed, and as necessary thereafter, Executive will assist Company to obtain patents or copyrights on Company IP, and will upon request execute all documents and otherwise cooperate in the Company’s efforts to obtain the copyrights, patents, licenses, and other rights and interests that would be necessary to secure for the Company the complete benefit of Company IP. To the extent state law where Executive resides requires it (such as under Cal. Lab. Code, § 2870, or comparable laws), Executive is notified that no provision in this Agreement requires

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Executive to assign any of rights to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates at the time of conception or reduction to practice of the invention, (A) to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company. This paragraph is intended to compliment and supplement, not replace, any additional written agreement(s) the parties may have regarding Company IP. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are the Company’s property. At the termination of Executive’s employment with the Company for any reason, Executive shall return all of the Company’s documents, data, or other Company property to the Company and shall not retain any copies of such property, in any form (tangible or intangible), without the express written consent of the Company..

     (b) Confidential Information; Non-Disclosure. Executive acknowledges that the business of the Company is highly competitive and that Executive’s position is one where the Company will provide Executive with access to “Confidential Information” relating to the business of the Company and its affiliates. Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its affiliates in maintaining their competitive advantage. Executive understands that it shall be his responsibility to handle and use “Confidential Information” in a manner that does not violate Company policies or knowingly cause harm to the Company. Accordingly, during employment and for so long thereafter as the information remains qualified as “Confidential Information,” Executive agrees to maintain the confidentiality of “Confidential Information” and not to engage in any unauthorized use or disclosure of such information.

     For purposes of this Agreement, “Confidential Information” refers to an item of information, or a compilation of information, in any form (tangible or intangible), related to the Company’s business that (i) the Company has not intentionally made public or authorized public disclosure of, and (ii) is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use, through proper means. Confidential Information will not lose its protected status under this Agreement if it becomes known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Executive or another person. Confidential Information includes, but is not limited to: (i) Market Business Strategy (MBS) data, the Company Transformation Change processes, MBS Plans, Business Improvement Process (BIP), Fleet Planning, Public Sector Pro-formas, Letters of Intent, Route Manager and District Manager Training Programs, internal information regarding acquisition targets, divestiture targets, and mergers, Real Estate Market Area Analysis Mapping and Real Estate Owned and Leased Property Data and Reporting; (ii) Company’s business plans and analysis, customer and prospect lists; compilations of names and other individualized information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, type and amount of services used, credit and financial data, and/or other information relating to the Company’s relationship with that customer); pricing strategies and price curves; marketing plans and strategies, research and development data, buying practices, human resource information and personnel files (including

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salaries of management level personnel), financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and (iii) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence.

     Confidential Information will include trade secrets, but an item of Confidential Information need not qualify as a trade secret to be protected by this Agreement. Company’s confidential exchange of information with a third party for business purposes will not remove it from protection under this Agreement. Executive acknowledges that items of Confidential Information are Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company, and thus, should be treated as Company’s trade secrets.

     (c) Unfair Competition Restrictions. Ancillary to the rights provided to Executive following employment termination, the Company’s provision of Confidential Information, specialized training, and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, and in order to protect the value of any restricted stock, stock options, or other stock-related compensation, training, goodwill support and/or the Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition. Executive agrees that for a period of two (2) years following the termination of employment for any reason (“Restricted Term”), Executive will not, directly or indirectly, for Executive or for others, anywhere in the United States (including all parishes in Louisiana, and Puerto Rico), Canada, the United Kingdom, or the People’s Republic of China (the “Restricted Area”) do the following, unless expressly authorized to do so in writing by the Chief Executive Officer of the Company:

Engage in, or assist any person, entity, or business engaged in, the selling or providing of products or services that would displace the products or services that (i) the Company is currently in the business of providing and was in the business of providing, or was planning to be in the business of providing, at the time Executive was employed with the Company, and (ii) that Executive had involvement in or received Confidential Information about in the course of employment; the foregoing is expressly understood to include, without limitation, the business of the collection, transfer, recycling and resource recovery, or disposal of solid waste, hazardous or other waste, including the operation of waste-to-energy facilities.

During the Restricted Term, Executive cannot engage in any of the enumerated prohibited activities in the Restricted Area by means of telephone, telecommunications, satellite communications, correspondence, or other contact from outside the Restricted Area. Executive further understands that the foregoing restrictions may limit his ability to engage in certain businesses during the Restricted Term, but acknowledges that these restrictions are necessary to protect the Confidential Information the Company has provided to Executive.

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     A failure to comply with the foregoing restrictions will create a presumption that Executive is engaging in unfair competition. Executive agrees that this Section defining unfair competition with the Company does not prevent Executive from using and offering the skills that Executive possessed prior to receiving access to Confidential Information, confidential training, and knowledge from the Company. This Agreement creates an advance approval process, and nothing herein is intended, or will be construed as, a general restriction against the pursuit of lawful employment in violation of any controlling state or federal laws. Executive shall be permitted to engage in activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Chief Executive Officer of the Company in writing to be of no material threat to the legitimate business interests of the Company.

     (d) Non-Solicitation of Customers. For the Restricted Term, Executive will not, in person or through the direction or control of others, call on, service, or solicit competing business from a Covered Customer, or induce or encourage any such Covered Customer or other source of ongoing business to stop doing business with Company. A “Covered Customer” is any Company customer (person or entity) for which Executive had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the termination of Executive’s employment with the Company for any reason.

     (e) Non-Solicitation of Employees. During Executive’s employment, and for the Restricted Term, Executive will not, in person or through the direction or control of others, call on, solicit, encourage, or induce any other employee or officer of the Company or its affiliates whom Executive had contact with, knowledge of, or association within the course of employment with the Company to terminate his or her employment, and will not assist any other person or entity in such a solicitation.

     (f) Non-Disparagement. During Executive’s employment, and for the Restricted Term, Executive covenants and agrees that Executive shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company, its management, or of management of corporations affiliated with the Company.

     (g) Protected Communications. Nothing in this Agreement (particularly nothing in Paragraphs 10(b) and (f) regarding non-disclosure and non-disparagement) is intended or to be construed to prohibit or interfere with any and all rights Executive may have to report a violation of state or federal law to appropriate federal or state law enforcement officials, or to cooperate with a duly authorized government investigation. In addition, nothing herein prohibits Executive from engaging in a disclosure of information that is required by law (such as by court order or subpoena). Provided, however, that if Executive believes that the disclosure of Confidential Information is required by a subpoena, court order, or similar legal mandate, then Executive will provide the Company reasonable notice and opportunity to protect any legitimate business interests it may have in maintaining Confidential Information as confidential (through protective order or other means) before engaging in such a disclosure.

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     11. Enforcement of Protective Covenants.

     (a) Termination of Employment and Forfeiture of Compensation. Executive agrees that any breach by Executive of any of the Protective Covenants set forth in Section 10 during Executive’s employment with the Company shall be grounds for immediate employment termination of Executive for Cause pursuant to Section 5(c)(i), which shall be in addition to and not exclusive of any and all other rights and remedies the Company may have against Executive.

     In the event that Executive violates one of the Protective Covenants, (i) the Company shall have the right to immediately cease making any payments that it may otherwise owe to Executive, if any, (ii) Executive will forfeit any remaining rights to payments or continuing benefits provided by this Agreement, if there are any, and (iii) upon the Company’s demand, Executive will refund to the Company any amounts, plus interest, previously paid by Company to Executive pursuant to Subsections 6(e)(iii), 6(e)(iv), 6(e)(v), 7(a)(i) or 7(a)(ii), less one thousand dollars ($1,000) which Executive shall be entitled to retain as fully sufficient consideration to support and maintain in effect any contractual obligations that Executive has to the Company prior to the refund, including the Release as defined herein.

     (b) Right to Injunction. Executive acknowledges that a breach of a Protective Covenant set forth in Section 10 hereof will cause irreparable damage to the Company with respect to which the Company’s remedy at law for damages will be inadequate. Therefore, in the event of any breach or anticipatory breach of a Protective Covenant by Executive, Executive and the Company agree that the Company shall be entitled to seek the following particular forms of relief, in addition to remedies otherwise available to it at law or equity: (i) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach and Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (ii) recovery of all reasonable sums expended and costs, including reasonable attorney’s fees, incurred by the Company to pursue the remedies provided for in this Section of the Agreement to enforce the Protective Covenants.

     (c) Reformation of Covenants. The Protective Covenants set forth in Section 10 constitute a series of separate but ancillary covenants, one for each applicable State in the United States and the District of Columbia, and one for each applicable foreign country. If in any judicial proceeding, a court shall hold that any of the Protective Covenants set forth in Section 10 exceed the time, geographic, or occupational limitations permitted by applicable laws, Executive and the Company agree that such provisions shall and are hereby reformed to provide for a restriction with the maximum time, geographic, or occupational limitations permitted by such laws to protect the Company’s business interests. Further, in the event a court shall hold unenforceable any of the separate covenants deemed included herein, then such unenforceable covenant or covenants shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding.

     (d) Survival. Executive and the Company further agree that the protective Covenants set forth in Section 10 shall each be construed as a separate agreement independent of any other

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provisions of this Agreement, and the existence of any claim or cause of action by Executive against the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the Protective Covenants. The Protective Covenants will survive the termination of Executive’s employment with Company, regardless of the cause of the termination. If Executive violates one of the Protective Covenants for which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Executive violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give Company the full benefit of the bargained-for length of forbearance. If Executive becomes employed with an affiliate of the Company without signing a new agreement, the affiliate will step into Company’s position under this Agreement, and will be entitled to the same protections and enforcement rights as the Company.

     12. Indemnification.

     The Company shall indemnify and hold harmless Executive to the fullest extent permitted by Delaware law for any action or inaction of Executive while serving as an officer and director of the Company or, at the Company’s request, as an officer or director of any other entity or as a fiduciary of any benefit plan. This provision includes the obligation and undertaking of the Executive to reimburse the Company for any fees advanced by the Company on behalf of the Executive should it later be determined that Executive was not entitled to have such fees advanced by the Company under Delaware law. The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the Employment Period in the same amount and to the same extent as the Company covers its other officers and directors.

     13. Arbitration.

     The parties agree that any dispute relating to this Agreement, or to the breach of this Agreement, arising between Executive and the Company shall be settled by arbitration in accordance with the Federal Arbitration Act and the commercial arbitration rules of the American Arbitration Association (“AAA”), or any other mutually agreed upon arbitration service; provided, however, that temporary and preliminary injunctive relief to enforce the covenants contained in Section 10 of this Agreement, and related expedited discovery, may be pursued in a court of law to provide temporary injunctive relief pending a final determination of all issues of final relief through arbitration. The arbitration proceeding, including the rendering of an award, shall take place in Houston, Texas, and shall be administered by the AAA (or any other mutually agreed upon arbitration service). The arbitrator shall be jointly selected by the Company and Executive within thirty (30) days of the notice of dispute, or if the parties cannot agree, in accordance with the commercial arbitration rules of the AAA (or any other mutually agreed upon arbitration service). All fees and expenses associated with the arbitration shall be borne equally by Executive and the Company during the arbitration, pending final decision by the arbitrator as to who should bear fees, unless otherwise ordered by the arbitrator. The arbitrator shall not be authorized to create a cause of action or remedy not recognized by applicable state or federal law. The arbitrator shall be authorized to award final injunctive relief. The award of the arbitrator shall be final and binding upon the parties without appeal or review, except as permitted by the arbitration laws of the State of Texas. The award, inclusive of any

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and all injunctive relief provided for therein, shall be enforceable through a court of law upon motion of either party.

     14. Requirement of Timely Payments.

     If any amounts which are required, or determined to be paid or payable, or reimbursed or reimbursable, to Executive under this Agreement (or any other plan, agreement, policy or arrangement with the Company) are not so paid promptly at the times provided herein or therein, such amounts shall accrue interest, compounded daily, at an 8% annual percentage rate, from the date such amounts were required or determined to have been paid or payable, reimbursed or reimbursable to Executive, until such amounts and any interest accrued thereon are finally and fully paid, provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder, exceed the maximum non-usurious amount of interest allowed by applicable law.

     15. Withholding of Taxes.

     The Company may withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

     16. Source of Payments.

     All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. Executive shall have no right, title or interest whatever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

     17. Assignment.

     This Agreement shall inure to the benefit of the Company, its subsidiaries, affiliates, successors, and assigns. Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of Executive, and Executive’s heirs, representatives, and successors. This Agreement shall not be assignable by Executive (but any payments due hereunder which would be payable at a time after Executive’s death shall be paid to Executive’s estate).

     18. Entire Agreement; Amendment.

     This Agreement shall supersede any and all existing oral or written agreements, representations, or warranties between Executive and the Company or any of its subsidiaries or affiliated entities relating to the terms of Executive’s employment by the Company; provided, however, that if all or any material part of the Protective Covenants provided for in this Agreement are deemed void or unenforceable, then any prior agreement between the parties covering the same or substantially similar restrictions on Executive (such as, but not limited to

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the Company’s prior Employment Agreement(s) or Loyalty And Confidentiality Agreement with Executive) shall resume effect to the extent necessary to maintain protection of the Company’s legitimate protectable interests covered by the Protective Covenants. This Agreement may not be amended except by a written agreement signed by both parties. No material term or obligation of a party may be waived except through written agreement by the party with the authority to enforce such right or obligation.

     19. Governing Law and Venue.

     This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions. The parties agree that any legal action arising from this Agreement that is not required to be resolved through arbitration pursuant to Section 13 must be pursued in a court of competent jurisdiction that is located in Houston, Texas.

     20. Notices.

     Any notice, consent, request, or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered or certified mail, return receipt requested, or by facsimile or by hand delivery, to those listed below at their following respective addresses or at such other address as each may specify by notice to the others:

To the Company:	Waste Management, Inc. 1001 Fannin, Suite 4000 Houston, Texas 77002 Attention: General Counsel
To Executive:	At the address for Executive set forth below.

     21. Miscellaneous.

     (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

     (b) Severability. Subject to Section 11 hereof, if any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

     (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.

     (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

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     (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement.

     22. Potential Limitation on Severance Benefits.

     (a) Maximum Severance Amount. Notwithstanding any provision in this Agreement to the contrary, in the event of a qualifying termination (or resignation) under Section 6(e) or Section 7 of this Agreement it is determined by the Company that the Severance Benefits (as defined in Section 22(b) below) would exceed 2.99 times the sum of the Executive’s then current base salary and target bonus (the “Maximum Severance Amount”), then the aggregate present value of the Severance Benefits provided to the Executive shall be reduced by the Company to the Reduced Amount. The “Reduced Amount” shall be an amount, expressed in present value, that maximizes the aggregate present value of the Severance Benefits without exceeding the Maximum Severance Amount.

     (b) Severance Benefits. For purposes of determining Severance Benefits under Section 22(a) above, Severance Benefits means the present value of payments or distributions by the Company, its subsidiaries or affiliated entities to or for the benefit of the Executive (whether paid or provided pursuant to the terms of this Agreement or otherwise), and

(A) including: (i) cash amounts payable by the Company in the event of termination of Executive’s employment; and (ii) the present value of benefits or perquisites provided for periods after termination of employment (but excluding benefits or perquisites provided to employees generally); and

(B) excluding: (i) payments of salary, bonus or performance award amounts that had accrued at the time of termination; (ii) payments based on accrued qualified and non-qualified deferred compensation plans, including retirement and savings benefits; (iii) any benefits or perquisites provided under plans or programs applicable to employees generally; (iv) amounts paid as part of any agreement intended to “make-whole” any forfeiture of benefits from a prior employer; (v) amounts paid for services following termination of employment for a reasonable consulting agreement for a period not to exceed one year; (vi) amounts paid for post-termination covenants (such as a covenant not to compete); (vii) the value of accelerated vesting or payment of any outstanding equity-based award; and (viii) any payment that the Board or any committee thereof determines in good faith to be a reasonable settlement of any claim made against the Company.

     (c) Possible 280G Reduction. Following application of Section 22(a), in the event that the payment of the remaining Severance Benefits to Executive plus any other payments to Executive which would be subject to Internal Revenue Code Section 280G (including any reduced Severance Benefits) (“280G Severance Benefits”) would be subject (in whole or part), to any excise tax imposed under Internal Revenue Code Section 4999 (the “Excise Tax”), then the cash portion of the 280G Severance Benefits shall first be further reduced, and the non-cash

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280G Severance Benefits shall thereafter be further reduced, to the extent necessary so that no portion of the 280G Severance Benefits is subject to the Excise Tax, but only if (i) the amount of the 280G Severance Benefits to be received by Executive, as so reduced by this Section 22(c) and after subtracting the amount of federal, state and local income taxes on such reduced 280G Severance Benefits (after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced 280G Severance Benefits) is greater than or equal to (ii) the amount of the 280G Severance Benefits to be received by Executive without such reduction by this Section 22(c) after subtracting the amount of federal, state and local income taxes on such 280G Severance Benefits and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced 280G Severance Benefits (after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced 280G Severance Benefits ).

     (d) Calculation of 280G Severance Benefits. For purposes of determining the 280G Severance Benefits, (i) no portion of the 280G Severance Benefits, the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Internal Revenue Code Section 280G(b), shall be taken into account, (ii) no portion of the 280G Severance Benefits shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is reasonably acceptable to Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G(b)(2) (including by reason of Internal Revenue Code Section 280G(b)(4)(A)); (iii) no portion of the 280G Severance Benefits shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Internal Revenue Code Section 280G(b)(4)(B), in excess of the “base amount” (as defined in Internal Revenue Code Section 280G(b)(3)) allocable to such reasonable compensation, and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the 280G Severance Benefits shall be determined by the Auditor in accordance with the principles of Internal Revenue Code Sections 280G(d)(3) and (4).

     (e) Determination of Present Value. For purposes of this Section 22, the present value of Severance Benefits and 280G Severance Benefits 280G shall be determined in accordance with Internal Revenue Code Section 280G(d)(4).

     23. Compliance with Internal Revenue Code Section 409A.

     (a) Compliance. It is the intention of the Company and Executive that this Employment Agreement not result in unfavorable tax consequences to Executive under Internal Revenue Code Section 409A. This Section 23 does not create an obligation on the part of Company to modify the Employment Agreement in the future and does not guarantee that the amounts or benefits owed under the Employment Agreement will not be subject to interest and penalties under Internal Revenue Code Section 409A.

     (b) Payment Timing. The payments of severance under Sections 6(e)(iii) and (iv) and Sections 7(a)(i) and (ii) above (“Separation Payments”) are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), and, with respect to such Separation Payments, the exemption for involuntary

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terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (A) Separation Payments that are by their terms scheduled to be made on or before March 15th of the calendar year following the applicable year of termination, (B) any additional Separation Payments that are made on or before December 31st of the second calendar year following the year of Executive’s termination and do not exceed the lesser of two times Base Salary or two times the limit under Internal Revenue Code Section 401(a)(17) then in effect, and (C) any Separation Payments under Section 7(a) made on account of a 409A Change in Control within the meaning of Internal Revenue Code Section 409A are exempt from the requirements of Internal Revenue Code Section 409A. If Executive is designated as a “specified employee” within the meaning of Internal Revenue Code Section 409A, then to the extent the Disability Payments and Separation Payments to be made during the first six month period following Executive’s termination of employment exceed such exempt amounts, the payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, with interest (at the Company’s then applicable overnight rate), on the date that is six (6) months and one (1) day after Executive’s termination. Continued medical benefits under Sections 6(e)(v) and 7(a)(i) above are intended to satisfy the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B).

     IN WITNESS WHEREOF, this Agreement is EXECUTED as of the date first set forth above and effective as set forth therein.

JAMES C. FISH, JR.
(“Executive”)

/s/ James C. Fish, Jr.

James C. Fish, Jr.

(Address)

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WASTE MANAGEMENT, INC. (The “Company”)
By:	/s/ David P. Steiner
	David P. Steiner
	President and Chief Executive Officer

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EX-10.3

EXHIBIT 10.3

EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into on this 23rd day of August, 2011 by and between Waste Management, Inc. (the “Company”) and William K. Caesar (the “Executive”).

     1. Employment.

     The Company shall employ Executive, and Executive shall be employed by the Company upon the terms and subject to the conditions set forth in this Agreement.

     2. Term of Employment.

     The period of Executive’s employment under this Agreement began on June 13, 2011 (“Employment Date”), and may be terminated by either party pursuant to Section 5 below. The period during which Executive is employed hereunder shall be referred to as the “Employment Period.”

     3. Duties and Responsibilities.

     (a) Executive shall serve as Chef Strategy Officer. In such capacity, Executive shall perform such duties and have the power, authority, and functions consistent with such position, as may be deemed appropriate for the position and assigned to Executive from time to time by the Chief Executive Officer or the Board of Directors (the “Board”) of the Company.

     (b) Executive shall devote substantially all of his working time, attention and energies to the business of the Company, and its affiliated entities. Executive may make and manage his personal investments (provided such investments in other activities do not violate, in any material respect, the provisions of Section 10 of this Agreement), be involved in charitable and professional activities, and, with the prior written consent of the Board, serve on boards of other for profit entities, provided such activities do not materially interfere with the performance of his duties hereunder or create a conflict of interest (however, the Board does not typically allow officers to serve on more than one public company board at a time).

     4. Compensation and Benefits.

     (a) Base Salary. During the Employment Period, the Company shall pay Executive a base salary at the annual rate of Three Hundred Sixty Thousand Five Hundred and 00/100ths Dollars ($360,500.00) per year, or such higher rate as may be determined from time to time by the Company (“Base Salary”). Such Base Salary shall be paid in accordance with the Company’s standard payroll practice for its executive officers. Once increased, Base Salary shall not be reduced except by mutual agreement.

     (b) Annual Bonus. Beginning on January 1, 2011 and continuing during the remaining Employment Period, Executive will be entitled to participate in an annual incentive compensation plan of the Company, as established by the Management Development and Compensation Committee (“Compensation Committee”) of the Board from time to time. The

Executive’s target annual bonus will be sixty percent (60%) of his Base Salary in effect for such year (the “Target Bonus”), and his actual annual bonus may range from 0% to 120% of Base Salary (i.e., a maximum possible bonus of two times the Target Bonus), and will be determined based upon (i) the achievement of certain corporate financial and/or performance goals, as may be established and approved from time to time by the Compensation Committee of the Board, and (ii) the achievement of personal performance goals as may be established by Executive’s immediate supervisor. The annual bonus will be paid at such time and in such manner as set forth in the annual incentive compensation plan document.

     (c) Benefit Plans and Vacation. Subject to the terms of such plans, Executive shall be eligible to participate in or receive benefits under any profit sharing plan, salary deferral plan, medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, or any other health, welfare or fringe benefit plan, generally made available by the Company to similarly-situated executive employees. The Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, so long as such changes are similarly applicable to similarly-situated employees generally.

     During the Employment Period, Executive shall be entitled to vacation each year in accordance with the Company’s policies in effect from time to time, but in no event less than four (4) weeks paid vacation per calendar year. Vacation not taken in the calendar year in which it is granted cannot be carried forward to any subsequent year.

     (d) Expense Reimbursement. The Company shall promptly reimburse Executive for the ordinary and necessary business expenses incurred by Executive in the performance of his duties hereunder in accordance with the Company’s customary practices applicable to executive officers. The reimbursement of expenses during a year will not affect the expenses eligible for reimbursement in any other year. In no event shall any expense be reimbursed after the last day of the year following the year in which the expense was incurred.

     (e) Other Perquisites. Executive shall be entitled to all perquisites provided to Senior Vice Presidents of the Company as approved by the Compensation Committee of the Board, and as they may exist from time to time.

     5. Termination of Employment.

     Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

     (a) Death. Executive’s employment hereunder shall terminate upon Executive’s death.

     (b) Total Disability. The Company may terminate Executive’s employment hereunder upon Executive’s becoming “Totally Disabled.” For purposes of this Agreement, Executive shall be considered “Totally Disabled” if Executive has become physically or mentally disabled so as to render Executive incapable of performing the essential functions of his position (with or without reasonable accommodations) and such disability is expected to result in death or

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to last for a continuous period of at least 12 months, provided that such condition constitutes a “disability” within the meaning of Section 409A of the Internal Revenue Code. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Total Disability for purpose of this Agreement.

     (c) Termination by the Company for Cause. The Company may terminate Executive’s employment hereunder for “Cause” at any time after providing a Notice of Termination for Cause to Executive.

(i) For purposes of this Agreement, the term “Cause” means any of the following: Executive’s (A) willful or deliberate and continual refusal to perform Executive’s employment duties reasonably requested by the Company after receipt of written notice to Executive of such failure to perform, specifying such failure (other than as a result of Executive’s sickness, illness or injury) and Executive’s failure to cure such nonperformance within ten (10) days of receipt of said written notice; (B) breach of any statutory or common law duty of loyalty to the Company; (C) conviction of, or plea of nolo contendre to, any felony; (D) willful or intentional cause of material injury to the Company, its property, or its assets; (E) disclosure or attempted disclosure to any unauthorized person(s) of the Company’s proprietary or confidential information; (F) material violation or a repeated and willful violation of the Company’s policies or procedures, including but not limited to, the Company’s Code of Business Conduct and Ethics (or any successor policy) then in effect; or (G) breach of any of the covenants set forth in Section 10 hereof.

(ii) For purposes of this Agreement, the phrase “Notice of Termination for Cause” shall mean a written notice that shall indicate the specific termination provision or provisions in Section 5(c)(i) relied upon, and shall set forth in reasonable detail the facts and circumstances which provide the basis for termination for Cause.

     (d) Voluntary Termination by Executive. Executive may terminate his employment hereunder with or without Good Reason at any time upon written notice to the Company.

(i) A termination for “Good Reason” means a resignation of employment by Executive by written notice (“Notice of Termination for Good Reason”) given to the Company’s Chief Executive Officer within ninety (90) days after the occurrence of the Good Reason event, unless such circumstances are substantially corrected prior to the date of termination specified in the Notice of Termination for Good Reason. For purposes of this Agreement, “Good Reason” shall mean the occurrence or failure to cause the occurrence, as the case may be, without Executive’s express written consent, of any of the following circumstances: (A) the Company materially diminishes Executive’s core duties or responsibility for those core duties, so as to effectively cause Executive to no longer be performing the duties of his position (except in each case in connection with the termination

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of Executive’s employment for Death, Total Disability, or Cause, or temporarily as a result of Executive’s illness or other absence); (B) in the event of the Company’s becoming a fifty percent or more subsidiary of any other entity, the Company materially diminishes the duties, authority or responsibilities of the person to whom Executive is required to report; (C) removal or the non-reelection of the Executive from the officer position with the Company specified herein, or removal of the Executive from any of his then officer positions; (D) any material breach by the Company of any provision of this Agreement; or (E) failure of any successor to the Company (whether direct or indirect and whether by merger, acquisition, consolidation or otherwise) to assume in a writing delivered to Executive upon the assignee becoming such, the obligations of the Company hereunder, resulting in a material negative change in the employment relationship.

(ii) A “Notice of Termination for Good Reason” shall mean a notice that shall indicate the specific termination provision or provisions relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason. The Notice of Termination for Good Reason shall provide for a date of termination not less than thirty (30) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is given, provided that in the case of the events set forth in Sections 5(d)(i)(A) or (B), the date may be twenty (20) days after the giving of such notice.

     (e) Termination by the Company without Cause. The Company may terminate Executive’s employment hereunder without Cause at any time upon written notice to Executive.

     (f) Effect of Termination. Upon any termination of employment for any reason, Executive shall immediately resign from all Board memberships and other positions with the Company or any of its subsidiaries held by him at such time.

     6. Compensation Following Termination of Employment.

     In the event that Executive’s employment hereunder is terminated in a manner as set forth in Section 5 above, Executive shall be entitled to the compensation and benefits provided under this Section 6, in each case subject to potential reduction as may be required by Section 22, as applicable to the form of termination:

     (a) Termination by Reason of Death. In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay the following amounts to Executive’s beneficiary or estate:

(i) Any accrued but unpaid Base Salary for services rendered to the date of death, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of employment termination, and any earned but unpaid bonuses for any prior calendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment for the calendar year of his employment termination to the extent such awards are made to other

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senior executives of the Company and paid at the same time as other senior executives are paid.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof), as determined and paid in accordance with the terms of such plans, policies and arrangements.

     (b) Termination by Reason of Total Disability. In the event that Executive’s employment is terminated by the Company by reason of Executive’s Total Disability (as determined in accordance with Section 5(b)), the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year. Executive shall also be eligible for a pro-rata bonus or incentive compensation payment for the calendar year of his employment termination to the extent such awards are made to other senior executives of the Company and paid at the same time as other senior executives are paid.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (c) Termination for Cause. In the event that Executive’s employment is terminated by the Company for Cause, the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof up to the date of termination) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (d) Voluntary Termination by Executive. In the event that Executive voluntarily terminates employment other than for Good Reason, the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement,

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any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements (including those referred to in Section 4(c) hereof up to the date of termination) shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

     (e) Termination by the Company Without Cause Outside a Change in Control Period; Termination by Executive for Good Reason Outside a Change in Control Period. In the event that Executive’s employment is terminated by the Company outside a Change in Control Period (as defined in Section 7 below) for reasons other than death, Total Disability or Cause, or Executive terminates his employment for Good Reason outside of a Change in Control Period, the Company shall pay the following amounts to Executive:

(i) Any accrued but unpaid Base Salary for services rendered to the date of termination, any accrued but unpaid expenses required to be reimbursed under this Agreement, any accrued but unused vacation to the date of termination, and any earned but unpaid bonuses for any prior calendar year.

(ii) Any benefits accrued through the date of termination to which Executive may be entitled pursuant to the plans, policies and arrangements referred to in Section 4(c) hereof shall be determined and paid in accordance with the terms of such plans, policies and arrangements.

(iii) Subject to Executive’s execution of the Release (as defined in Section 7), Executive shall be eligible for a bonus or incentive compensation payment, at the same time, on the same basis, and to the same extent payments are made to senior executives of the Company, pro-rated for the fiscal year in which the Executive’s employment is terminated.

(iv) Subject to Executive’s execution of the Release (as defined in Section 7), an amount equal to two (2) times the sum of Executive’s Base Salary plus his Target Annual Bonus (in each case, as then in effect), of which one-half of such amount shall be paid in a lump sum within the calendar quarter in which the 60^th day following Executive’s employment termination date falls and one-half of such amount shall be paid during the two (2) year period beginning in the calendar quarter within which the 60^th day following Executive’s employment termination date falls and continuing at the same time and in the same manner as Base Salary would have been paid if Executive had remained in active employment until the end of such period.

(v) Subject to Executive’s execution of the Release (as defined in Section 7) and Executive’s completion of required enrollment elections, the Company will continue for Executive and Executive’s spouse and eligible dependents coverage under the Company’s health benefit plan and disability benefit plans, in which

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Executive was a participant at any time during the twelve-month period prior to the date of termination, until the earliest to occur of (A) twenty-four (24) months after the employment termination date; (B) Executive’s death (provided that benefits provided to Executive’s spouse and dependents shall not terminate until twenty-four (24) months after the employment termination date); or (C) with respect to any particular plan, the date Executive becomes eligible to participate in a comparable benefit provided by a subsequent employer. In the event that Executive’s continued participation in any such Company plan is prohibited, the Company will arrange to provide Executive with benefits substantially similar to those which Executive would have been entitled to receive under this paragraph on a basis which provides Executive with no additional after-tax cost.

     (f) Suspension and Refund of Termination Benefits for Subsequently Discovered Cause. Notwithstanding any provision of this Agreement to the contrary, if within one (1) year of Executive’s employment termination date for any reason other than for Cause, it is determined by the Company that Executive could have been terminated for Cause, then to the extent permitted by law:

(i) the Company may elect to cancel any and all payments of any benefits otherwise due Executive, but not yet paid, under this Agreement or otherwise; and

(ii) upon written demand by the Company, Executive shall refund to the Company any amounts, plus interest, previously paid by Company to Executive pursuant to Subsections 6(e)(iii), 6(e)(iv) or 6(e)(v), less one thousand dollars ($1,000) which Executive shall be entitled to retain as fully sufficient consideration to support and maintain in effect any contractual obligations that Executive has to the Company prior to the refund, including the Release as defined herein.

     7. Resignation by Executive for Good Reason or Termination by Company Without Cause During a Change in Control Period.

     (a) Certain Terminations During a Change in Control Period. Subject to reduction required by Section 22, in the event a Change in Control occurs and (x) Executive terminates his employment for Good Reason during a Change in Control Period, or (y) the Company terminates Executive’s employment without Cause (and for reason other than Death of Total Disability) during a Change in Control Period, the Company shall, subject to Executive’s execution of the Release (as defined in this Section 7), pay the following amounts to Executive:

(i) The payments and benefits provided for in Section 6(e)(iv) and (v) in the same form as provided for therein.

(ii) Executive shall also receive a bonus or incentive compensation payment for the calendar year of the employment termination, payable at 100% of the maximum bonus available to Executive, pro-rated as of the employment termination date. Such bonus payment shall be payable within five (5) days after the later of the effective date of Executive’s termination or the Change in Control.

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     (b) Certain Definitions.

(i) For purposes of this Agreement, “Change in Control” means the first to occur on or after the date on which this Agreement is first signed, the occurrence of any of the following events:

(A) any Person, or Persons acting as a group (within the meaning of Section 409A of the Internal Revenue Code), directly or indirectly, including by purchases, mergers, consolidation or otherwise, acquires ownership of securities of the Company that, together with stock held by such Person or Persons, represents fifty percent (50%) or more of the total voting power or total fair market value of the Company’s then outstanding securities;

(B) any Person, or Persons acting as a group (within the meaning of Section 409A of the Internal Revenue Code), acquires, (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) directly or indirectly, including by purchases, merger, consolidation or otherwise, ownership of the securities of the Company that represent thirty percent (30%) or more of the total voting power of the Company’s then outstanding voting securities;

(C) the following individuals cease for any reason to constitute a majority of the number of directors then serving during any 12-month period: individuals who, at the beginning of the 12-month period, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating or the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least a majority of the directors before the date of such appointment or election or whose appointment, election or nomination for election was previously so approved or recommended;

(D) a Person or Persons acting as a group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than forty percent (40%) of the total gross fair market value of all of the assets of the Company immediately before such acquisition or acquisitions, other than a sale or disposition by the Company of such assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by the Company or by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

(ii) For purposes of this Agreement, “Change in Control Period” means the period

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commencing on the date occurring six months immediately prior to the date on which a Change in Control occurs and ending on the second anniversary of the date on which a Change in Control occurs.

(iii) For purposes of this Agreement, “Exchange Act” means the Securities and Exchange Act of 1934, as amended from time to time.

(iv) For purposes of this Section 7, “Person” shall have the meaning set forth in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (1) the Company, (2) a trustee or other fiduciary holding securities under an employee benefit plan of the Company, (3) an employee benefit plan of the Company, (4) an underwriter temporarily holding securities pursuant to an offering of such securities or (5) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of Common Stock of the Company.

(v) For purposes of this Agreement, “Release” means that specific document which the Company shall present to Executive for consideration and execution after any applicable termination of employment, wherein if he agrees to such, he will irrevocably and unconditionally release and forever discharge the Company, it subsidiaries, affiliates and related parties from any and all causes of action which Executive at that time had or may have had against the Company (excluding any claim for indemnity under this Agreement, any claim under state workers’ compensation or unemployment laws, or any claim under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)).

     8. No Other Benefits or Compensation. Except as may be provided under this Agreement, or under the terms of any incentive compensation, employee benefit, or fringe benefit plan applicable to Executive at the time of Executive’s employment termination or resignation, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such employment termination or resignation.

     9. No Mitigation. In the event of any termination of employment hereunder, Executive shall be under no obligation to seek other employment, and there shall be no offset against any amounts due Executive under this Agreement on account of any remuneration attributable to any subsequent employment that Executive may obtain.

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     10. Protective Covenants. In reliance upon Executive’s promise to abide by the various protective covenants and restrictions provided for below, the Company will continue to provide Executive with one or more of the following: (i) portions of the Company’s Confidential Information (through a computer password or other means) and updates thereto; (ii) authorization to communicate with customers and prospective customers, and other business relationship providers, to help Executive develop goodwill for Company; and/or (iii) authorization to participate in specialized training related to Company’s business. Executive agrees that each of Executive’s covenants in Section 10 of this Agreement (the “Protective Covenants”) is reasonable and necessary to protect a legitimate business interest of the Company, and that no one restriction or obligation (such as the confidentiality obligations) would be sufficient to protect the Company’s interests standing alone due to the variety of different interests involved, the difficulty of identifying and addressing a breach before irreparable harm has occurred, and the need to prevent irreparable harm. Employee understands and agrees that one purpose of this Agreement is to enhance, maintain, and not diminish, all common law and contract protections that have been in effect for the parties concerning Confidential Information that Employee has received in the past. In addition, Executive agrees that any and all rights Executive may have to incentive compensation, stock or stock-related compensation, and/or severance compensation, whether provided for in this Agreement or elsewhere, are provided in reliance upon Executive’s agreement to abide by and not challenge the validity of the Protective Covenants described below.

     (a) Company Property, Computer Systems, and Inventions. All written materials, records, data, and other documents prepared or possessed by Executive during Executive’s employment with the Company are the Company’s property. Executive understands that access to the Company’s computer systems is authorized for activities that are consistent with the business purposes of the Company, that benefit the Company (consistent with Company policies and/or guidelines as they may be modified from time to time), and that do not knowingly cause harm to the Company. The use of the Company computer systems to pursue a competing enterprise, or prepare to compete with the Company, is unauthorized and strictly prohibited. All information, ideas, concepts, improvements, discoveries, and inventions that are conceived, made, developed, or acquired by Executive individually or in conjunction with others during Executive’s employment (whether during business hours or not and whether on the Company’s premises or not) which relate to or are derived from the Company’s business, products, property, resources or services are the Company’s sole and exclusive property. Executive does hereby grant and assign to the Company (or its nominee) Executive’s entire right, title and interest in and to all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, and ideas of commercial use or value that either: (i) relate to the Company’s business, or actual or demonstrably anticipated research or development activity of the Company; or (ii) are derived from, suggested by, or result of work performed for the Company, or were created, discovered, or conceived with the aid of Company property (“Company IP”). While employed, and as necessary thereafter, Executive will assist Company to obtain patents or copyrights on Company IP, and will upon request execute all documents and otherwise cooperate in the Company’s efforts to obtain the copyrights, patents, licenses, and other rights and interests that would be necessary to secure for the Company the complete benefit of Company IP. To the extent state law where Executive resides requires it (such as under Cal. Lab. Code, § 2870, or comparable laws), Executive is notified that no provision in this Agreement requires

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Executive to assign any of rights to an invention for which no equipment, supplies, facility, or trade secret information of the Company was used and which was developed entirely on Executive’s own time, unless (i) the invention relates at the time of conception or reduction to practice of the invention, (A) to the business of the Company, or (B) to the Company’s actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for the Company. This paragraph is intended to compliment and supplement, not replace, any additional written agreement(s) the parties may have regarding Company IP. All memoranda, notes, records, files, correspondence, drawings, manuals, models, specifications, computer programs, maps, and all other documents, data, or materials of any type embodying such information, ideas, concepts, improvements, discoveries, and inventions are the Company’s property. At the termination of Executive’s employment with the Company for any reason, Executive shall return all of the Company’s documents, data, or other Company property to the Company and shall not retain any copies of such property, in any form (tangible or intangible), without the express written consent of the Company..

     (b) Confidential Information; Non-Disclosure. Executive acknowledges that the business of the Company is highly competitive and that Executive’s position is one where the Company will provide Executive with access to “Confidential Information” relating to the business of the Company and its affiliates. Executive further acknowledges that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to the Company and its affiliates in maintaining their competitive advantage. Executive understands that it shall be his responsibility to handle and use “Confidential Information” in a manner that does not violate Company policies or knowingly cause harm to the Company. Accordingly, during employment and for so long thereafter as the information remains qualified as “Confidential Information,” Executive agrees to maintain the confidentiality of “Confidential Information” and not to engage in any unauthorized use or disclosure of such information.

     For purposes of this Agreement, “Confidential Information” refers to an item of information, or a compilation of information, in any form (tangible or intangible), related to the Company’s business that (i) the Company has not intentionally made public or authorized public disclosure of, and (ii) is not generally known to the public or to other persons who might obtain value or competitive advantage from its disclosure or use, through proper means. Confidential Information will not lose its protected status under this Agreement if it becomes known to the public or to other persons through improper means such as the unauthorized use or disclosure of the information by Executive or another person. Confidential Information includes, but is not limited to: (i) Market Business Strategy (MBS) data, the Company Transformation Change processes, MBS Plans, Business Improvement Process (BIP), Fleet Planning, Public Sector Pro-formas, Letters of Intent, Route Manager and District Manager Training Programs, internal information regarding acquisition targets, divestiture targets, and mergers, Real Estate Market Area Analysis Mapping and Real Estate Owned and Leased Property Data and Reporting; (ii) Company’s business plans and analysis, customer and prospect lists; compilations of names and other individualized information concerning customers, investors, and business affiliates (such as contact name, service provided, pricing for that customer, type and amount of services used, credit and financial data, and/or other information relating to the Company’s relationship with that customer); pricing strategies and price curves; marketing plans and strategies, research and development data, buying practices, human resource information and personnel files (including

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salaries of management level personnel), financial data, operational data, methods, techniques, technical data, know-how, innovations, computer programs, un-patented inventions, and trade secrets; and (iii) information about the business affairs of third parties (including, but not limited to, clients and acquisition targets) that such third parties provide to Company in confidence.

     Confidential Information will include trade secrets, but an item of Confidential Information need not qualify as a trade secret to be protected by this Agreement. Company’s confidential exchange of information with a third party for business purposes will not remove it from protection under this Agreement. Executive acknowledges that items of Confidential Information are Company’s valuable assets and have economic value, actual or potential, because they are not generally known by the public or others who could use them to their own economic benefit and/or to the competitive disadvantage of the Company, and thus, should be treated as Company’s trade secrets.

     (c) Unfair Competition Restrictions. Ancillary to the rights provided to Executive following employment termination, the Company’s provision of Confidential Information, specialized training, and/or goodwill support to Executive, and Executive’s agreements regarding the use of same, and in order to protect the value of any restricted stock, stock options, or other stock-related compensation, training, goodwill support and/or the Confidential Information described above, the Company and Executive agree to the following provisions against unfair competition. Executive agrees that for a period of two (2) years following the termination of employment for any reason (“Restricted Term”), Executive will not, directly or indirectly, for Executive or for others, anywhere in the United States (including all parishes in Louisiana, and Puerto Rico), Canada, the United Kingdom, or the People’s Republic of China (the “Restricted Area”) do the following, unless expressly authorized to do so in writing by the Chief Executive Officer of the Company:

Engage in, or assist any person, entity, or business engaged in, the selling or providing of products or services that would displace the products or services that (i) the Company is currently in the business of providing and was in the business of providing, or was planning to be in the business of providing, at the time Executive was employed with the Company, and (ii) that Executive had involvement in or received Confidential Information about in the course of employment; the foregoing is expressly understood to include, without limitation, the business of the collection, transfer, recycling and resource recovery, or disposal of solid waste, hazardous or other waste, including the operation of waste-to-energy facilities.

During the Restricted Term, Executive cannot engage in any of the enumerated prohibited activities in the Restricted Area by means of telephone, telecommunications, satellite communications, correspondence, or other contact from outside the Restricted Area. Executive further understands that the foregoing restrictions may limit his ability to engage in certain businesses during the Restricted Term, but acknowledges that these restrictions are necessary to protect the Confidential Information the Company has provided to Executive.

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     A failure to comply with the foregoing restrictions will create a presumption that Executive is engaging in unfair competition. Executive agrees that this Section defining unfair competition with the Company does not prevent Executive from using and offering the skills that Executive possessed prior to receiving access to Confidential Information, confidential training, and knowledge from the Company. This Agreement creates an advance approval process, and nothing herein is intended, or will be construed as, a general restriction against the pursuit of lawful employment in violation of any controlling state or federal laws. Executive shall be permitted to engage in activities that would otherwise be prohibited by this covenant if such activities are determined in the sole discretion of the Chief Executive Officer of the Company in writing to be of no material threat to the legitimate business interests of the Company.

     (d) Non-Solicitation of Customers. For the Restricted Term, Executive will not, in person or through the direction or control of others, call on, service, or solicit competing business from a Covered Customer, or induce or encourage any such Covered Customer or other source of ongoing business to stop doing business with Company. A “Covered Customer” is any Company customer (person or entity) for which Executive had business-related contact or dealings with, or received Confidential Information about, in the two (2) year period preceding the termination of Executive’s employment with the Company for any reason.

     (e) Non-Solicitation of Employees. During Executive’s employment, and for the Restricted Term, Executive will not, in person or through the direction or control of others, call on, solicit, encourage, or induce any other employee or officer of the Company or its affiliates whom Executive had contact with, knowledge of, or association within the course of employment with the Company to terminate his or her employment, and will not assist any other person or entity in such a solicitation.

     (f) Non-Disparagement. During Executive’s employment, and for the Restricted Term, Executive covenants and agrees that Executive shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks (including, without limitation, the repetition or distribution of derogatory rumors, allegations, negative reports or comments) which are disparaging, deleterious or damaging to the integrity, reputation or good will of the Company, its management, or of management of corporations affiliated with the Company.

     (g) Protected Communications. Nothing in this Agreement (particularly nothing in Paragraphs 10(b) and (f) regarding non-disclosure and non-disparagement) is intended or to be construed to prohibit or interfere with any and all rights Executive may have to report a violation of state or federal law to appropriate federal or state law enforcement officials, or to cooperate with a duly authorized government investigation. In addition, nothing herein prohibits Executive from engaging in a disclosure of information that is required by law (such as by court order or subpoena). Provided, however, that if Executive believes that the disclosure of Confidential Information is required by a subpoena, court order, or similar legal mandate, then Executive will provide the Company reasonable notice and opportunity to protect any legitimate business interests it may have in maintaining Confidential Information as confidential (through protective order or other means) before engaging in such a disclosure.

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     11. Enforcement of Protective Covenants.

     (a) Termination of Employment and Forfeiture of Compensation. Executive agrees that any breach by Executive of any of the Protective Covenants set forth in Section 10 during Executive’s employment with the Company shall be grounds for immediate employment termination of Executive for Cause pursuant to Section 5(c)(i), which shall be in addition to and not exclusive of any and all other rights and remedies the Company may have against Executive.

     In the event that Executive violates one of the Protective Covenants, (i) the Company shall have the right to immediately cease making any payments that it may otherwise owe to Executive, if any, (ii) Executive will forfeit any remaining rights to payments or continuing benefits provided by this Agreement, if there are any, and (iii) upon the Company’s demand, Executive will refund to the Company any amounts, plus interest, previously paid by Company to Executive pursuant to Subsections 6(e)(iii), 6(e)(iv), 6(e)(v), 7(a)(i) or 7(a)(ii), less one thousand dollars ($1,000) which Executive shall be entitled to retain as fully sufficient consideration to support and maintain in effect any contractual obligations that Executive has to the Company prior to the refund, including the Release as defined herein.

     (b) Right to Injunction. Executive acknowledges that a breach of a Protective Covenant set forth in Section 10 hereof will cause irreparable damage to the Company with respect to which the Company’s remedy at law for damages will be inadequate. Therefore, in the event of any breach or anticipatory breach of a Protective Covenant by Executive, Executive and the Company agree that the Company shall be entitled to seek the following particular forms of relief, in addition to remedies otherwise available to it at law or equity: (i) injunctions, both preliminary and permanent, enjoining or restraining such breach or anticipatory breach and Executive hereby consents to the issuance thereof forthwith and without bond by any court of competent jurisdiction; and (ii) recovery of all reasonable sums expended and costs, including reasonable attorney’s fees, incurred by the Company to pursue the remedies provided for in this Section of the Agreement to enforce the Protective Covenants.

     (c) Reformation of Covenants. The Protective Covenants set forth in Section 10 constitute a series of separate but ancillary covenants, one for each applicable State in the United States and the District of Columbia, and one for each applicable foreign country. If in any judicial proceeding, a court shall hold that any of the Protective Covenants set forth in Section 10 exceed the time, geographic, or occupational limitations permitted by applicable laws, Executive and the Company agree that such provisions shall and are hereby reformed to provide for a restriction with the maximum time, geographic, or occupational limitations permitted by such laws to protect the Company’s business interests. Further, in the event a court shall hold unenforceable any of the separate covenants deemed included herein, then such unenforceable covenant or covenants shall be deemed eliminated from the provisions of this Agreement for the purpose of such proceeding to the extent necessary to permit the remaining separate covenants to be enforced in such proceeding.

     (d) Survival. Executive and the Company further agree that the protective Covenants set forth in Section 10 shall each be construed as a separate agreement independent of any other

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provisions of this Agreement, and the existence of any claim or cause of action by Executive against the Company whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of any of the Protective Covenants. The Protective Covenants will survive the termination of Executive’s employment with Company, regardless of the cause of the termination. If Executive violates one of the Protective Covenants for which there is a specific time limitation, the time period for that restriction will be extended by one day for each day Executive violates it, up to a maximum extension equal to the length of time prescribed for the restriction, so as to give Company the full benefit of the bargained-for length of forbearance. If Executive becomes employed with an affiliate of the Company without signing a new agreement, the affiliate will step into Company’s position under this Agreement, and will be entitled to the same protections and enforcement rights as the Company.

     12. Indemnification.

     The Company shall indemnify and hold harmless Executive to the fullest extent permitted by Delaware law for any action or inaction of Executive while serving as an officer and director of the Company or, at the Company’s request, as an officer or director of any other entity or as a fiduciary of any benefit plan. This provision includes the obligation and undertaking of the Executive to reimburse the Company for any fees advanced by the Company on behalf of the Executive should it later be determined that Executive was not entitled to have such fees advanced by the Company under Delaware law. The Company shall cover the Executive under directors and officers liability insurance both during and, while potential liability exists, after the Employment Period in the same amount and to the same extent as the Company covers its other officers and directors.

     13. Arbitration.

     The parties agree that any dispute relating to this Agreement, or to the breach of this Agreement, arising between Executive and the Company shall be settled by arbitration in accordance with the Federal Arbitration Act and the commercial arbitration rules of the American Arbitration Association (“AAA”), or any other mutually agreed upon arbitration service; provided, however, that temporary and preliminary injunctive relief to enforce the covenants contained in Section 10 of this Agreement, and related expedited discovery, may be pursued in a court of law to provide temporary injunctive relief pending a final determination of all issues of final relief through arbitration. The arbitration proceeding, including the rendering of an award, shall take place in Houston, Texas, and shall be administered by the AAA (or any other mutually agreed upon arbitration service). The arbitrator shall be jointly selected by the Company and Executive within thirty (30) days of the notice of dispute, or if the parties cannot agree, in accordance with the commercial arbitration rules of the AAA (or any other mutually agreed upon arbitration service). All fees and expenses associated with the arbitration shall be borne equally by Executive and the Company during the arbitration, pending final decision by the arbitrator as to who should bear fees, unless otherwise ordered by the arbitrator. The arbitrator shall not be authorized to create a cause of action or remedy not recognized by applicable state or federal law. The arbitrator shall be authorized to award final injunctive relief. The award of the arbitrator shall be final and binding upon the parties without appeal or review, except as permitted by the arbitration laws of the State of Texas. The award, inclusive of any

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and all injunctive relief provided for therein, shall be enforceable through a court of law upon motion of either party.

     14. Requirement of Timely Payments.

     If any amounts which are required, or determined to be paid or payable, or reimbursed or reimbursable, to Executive under this Agreement (or any other plan, agreement, policy or arrangement with the Company) are not so paid promptly at the times provided herein or therein, such amounts shall accrue interest, compounded daily, at an 8% annual percentage rate, from the date such amounts were required or determined to have been paid or payable, reimbursed or reimbursable to Executive, until such amounts and any interest accrued thereon are finally and fully paid, provided, however, that in no event shall the amount of interest contracted for, charged or received hereunder, exceed the maximum non-usurious amount of interest allowed by applicable law.

     15. Withholding of Taxes.

     The Company may withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

     16. Source of Payments.

     All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid from the general funds of the Company, and no special or separate fund shall be established, and no other segregation of assets made, to assure payment. Executive shall have no right, title or interest whatever in or to any investments which the Company may make to aid the Company in meeting its obligations hereunder. To the extent that any person acquires a right to receive payments from the Company hereunder, such right shall be no greater than the right of an unsecured creditor of the Company.

     17. Assignment.

     This Agreement shall inure to the benefit of the Company, its subsidiaries, affiliates, successors, and assigns. Except as otherwise provided in this Agreement, this Agreement shall inure to the benefit of Executive, and Executive’s heirs, representatives, and successors. This Agreement shall not be assignable by Executive (but any payments due hereunder which would be payable at a time after Executive’s death shall be paid to Executive’s estate).

     18. Entire Agreement; Amendment.

     This Agreement shall supersede any and all existing oral or written agreements, representations, or warranties between Executive and the Company or any of its subsidiaries or affiliated entities relating to the terms of Executive’s employment by the Company; provided, however, that if all or any material part of the Protective Covenants provided for in this Agreement are deemed void or unenforceable, then any prior agreement between the parties covering the same or substantially similar restrictions on Executive (such as, but not limited to

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the Company’s Loyalty And Confidentiality Agreement with Executive) shall resume effect to the extent necessary to maintain protection of the Company’s legitimate protectable interests covered by the Protective Covenants. This Agreement may not be amended except by a written agreement signed by both parties. No material term or obligation of a party may be waived except through written agreement by the party with the authority to enforce such right or obligation.

     19. Governing Law and Venue.

     This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions. The parties agree that any legal action arising from this Agreement that is not required to be resolved through arbitration pursuant to Section 13 must be pursued in a court of competent jurisdiction that is located in Houston, Texas.

     20. Notices.

     Any notice, consent, request, or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by registered or certified mail, return receipt requested, or by facsimile or by hand delivery, to those listed below at their following respective addresses or at such other address as each may specify by notice to the others:

To the Company:	Waste Management, Inc.
	1001 Fannin, Suite 4000
	Houston, Texas 77002
	Attention: General Counsel
To Executive:	At the address for Executive set forth below.

     21. Miscellaneous.

     (a) Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

     (b) Severability. Subject to Section 11 hereof, if any term or provision of this Agreement is declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, such term or provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

     (c) Headings. Section headings are used herein for convenience of reference only and shall not affect the meaning of any provision of this Agreement.

     (d) Rules of Construction. Whenever the context so requires, the use of the singular shall be deemed to include the plural and vice versa.

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     (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement.

     22. Potential Limitation on Severance Benefits.

     (a) Maximum Severance Amount. Notwithstanding any provision in this Agreement to the contrary, in the event of a qualifying termination (or resignation) under Section 6(e) or Section 7 of this Agreement it is determined by the Company that the Severance Benefits (as defined in Section 22(b) below) would exceed 2.99 times the sum of the Executive’s then current base salary and target bonus (the “Maximum Severance Amount”), then the aggregate present value of the Severance Benefits provided to the Executive shall be reduced by the Company to the Reduced Amount. The “Reduced Amount” shall be an amount, expressed in present value, that maximizes the aggregate present value of the Severance Benefits without exceeding the Maximum Severance Amount.

     (b) Severance Benefits. For purposes of determining Severance Benefits under Section 22(a) above, Severance Benefits means the present value of payments or distributions by the Company, its subsidiaries or affiliated entities to or for the benefit of the Executive (whether paid or provided pursuant to the terms of this Agreement or otherwise), and

(A) including: (i) cash amounts payable by the Company in the event of termination of Executive’s employment; and (ii) the present value of benefits or perquisites provided for periods after termination of employment (but excluding benefits or perquisites provided to employees generally); and

(B) excluding: (i) payments of salary, bonus or performance award amounts that had accrued at the time of termination; (ii) payments based on accrued qualified and non-qualified deferred compensation plans, including retirement and savings benefits; (iii) any benefits or perquisites provided under plans or programs applicable to employees generally; (iv) amounts paid as part of any agreement intended to “make-whole” any forfeiture of benefits from a prior employer; (v) amounts paid for services following termination of employment for a reasonable consulting agreement for a period not to exceed one year; (vi) amounts paid for post-termination covenants (such as a covenant not to compete); (vii) the value of accelerated vesting or payment of any outstanding equity-based award; and (viii) any payment that the Board or any committee thereof determines in good faith to be a reasonable settlement of any claim made against the Company.

     (c) Possible 280G Reduction. Following application of Section 22(a), in the event that the payment of the remaining Severance Benefits to Executive plus any other payments to Executive which would be subject to Internal Revenue Code Section 280G (including any reduced Severance Benefits) (“280G Severance Benefits”) would be subject (in whole or part), to any excise tax imposed under Internal Revenue Code Section 4999 (the “Excise Tax”), then the cash portion of the 280G Severance Benefits shall first be further reduced, and the non-cash

18

280G Severance Benefits shall thereafter be further reduced, to the extent necessary so that no portion of the 280G Severance Benefits is subject to the Excise Tax, but only if (i) the amount of the 280G Severance Benefits to be received by Executive, as so reduced by this Section 22(c) and after subtracting the amount of federal, state and local income taxes on such reduced 280G Severance Benefits (after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced 280G Severance Benefits) is greater than or equal to (ii) the amount of the 280G Severance Benefits to be received by Executive without such reduction by this Section 22(c) after subtracting the amount of federal, state and local income taxes on such 280G Severance Benefits and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced 280G Severance Benefits (after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced 280G Severance Benefits ).

     (d) Calculation of 280G Severance Benefits. For purposes of determining the 280G Severance Benefits, (i) no portion of the 280G Severance Benefits, the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Internal Revenue Code Section 280G(b), shall be taken into account, (ii) no portion of the 280G Severance Benefits shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) who is reasonably acceptable to Executive and selected by the accounting firm (the “Auditor”) which was, immediately prior to the Change in Control, the Company’s independent auditor, does not constitute a “parachute payment” within the meaning of Internal Revenue Code Section 280G(b)(2) (including by reason of Internal Revenue Code Section 280G(b)(4)(A)); (iii) no portion of the 280G Severance Benefits shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Internal Revenue Code Section 280G(b)(4)(B), in excess of the “base amount” (as defined in Internal Revenue Code Section 280G(b)(3)) allocable to such reasonable compensation, and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the 280G Severance Benefits shall be determined by the Auditor in accordance with the principles of Internal Revenue Code Sections 280G(d)(3) and (4).

     (e) Determination of Present Value. For purposes of this Section 22, the present value of Severance Benefits and 280G Severance Benefits 280G shall be determined in accordance with Internal Revenue Code Section 280G(d)(4).

     23. Compliance with Internal Revenue Code Section 409A.

     (a) Compliance. It is the intention of the Company and Executive that this Employment Agreement not result in unfavorable tax consequences to Executive under Internal Revenue Code Section 409A. This Section 23 does not create an obligation on the part of Company to modify the Employment Agreement in the future and does not guarantee that the amounts or benefits owed under the Employment Agreement will not be subject to interest and penalties under Internal Revenue Code Section 409A.

     (b) Payment Timing. The payments of severance under Sections 6(e)(iii) and (iv) and Sections 7(a)(i) and (ii) above (“Separation Payments”) are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), and, with respect to such Separation Payments, the exemption for involuntary

19

terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii). As a result, (A) Separation Payments that are by their terms scheduled to be made on or before March 15th of the calendar year following the applicable year of termination, (B) any additional Separation Payments that are made on or before December 31st of the second calendar year following the year of Executive’s termination and do not exceed the lesser of two times Base Salary or two times the limit under Internal Revenue Code Section 401(a)(17) then in effect, and (C) any Separation Payments under Section 7(a) made on account of a 409A Change in Control within the meaning of Internal Revenue Code Section 409A are exempt from the requirements of Internal Revenue Code Section 409A. If Executive is designated as a “specified employee” within the meaning of Internal Revenue Code Section 409A, then to the extent the Disability Payments and Separation Payments to be made during the first six month period following Executive’s termination of employment exceed such exempt amounts, the payments shall be withheld and the amount of the payments withheld will be paid in a lump sum, with interest (at the Company’s then applicable overnight rate), on the date that is six (6) months and one (1) day after Executive’s termination. Continued medical benefits under Sections 6(e)(v) and 7(a)(i) above are intended to satisfy the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B).

     IN WITNESS WHEREOF, this Agreement is EXECUTED as of the date first set forth above and effective as set forth therein.

WILLIAM K. CAESAR
(“Executive”)
 

/s/ William K. Caesar  

William K. Caesar 

(Address)

20

WASTE MANAGEMENT, INC. (The “Company”)
By:	/s/ David P. Steiner
	David P. Steiner
	President and Chief Executive Officer

21

EX-31.1

CONFIDENTIAL

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David P. Steiner, certify that:

     1. I have reviewed this report on Form 10-Q of Waste Management, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15 (f) and 15d — 15 (f)) for the registrant and have:

     a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ David P. Steiner
	David P. Steiner
	President and Chief Executive Officer

Date: October 27, 2011

EX-31.2

CONFIDENTIAL

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Steven C. Preston, certify that:

     1. I have reviewed this report on Form 10-Q of Waste Management, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a — 15(e) and 15d — 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a — 15 (f) and 15d — 15 (f)) for the registrant and have:

     a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

     b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

     a. All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

     b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Steven C. Preston
	Steven C. Preston
	Executive Vice President - Finance, Recycling & Energy Services

Date: October 27, 2011

EX-32.1

CONFIDENTIAL

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Waste Management, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David P. Steiner, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ David P. Steiner
	David P. Steiner
	President and Chief Executive Officer

October 27, 2011

EX-32.2

CONFIDENTIAL

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the Quarterly Report of Waste Management, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven C. Preston, Executive Vice President - Finance, Recycling & Energy Services of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

     (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Steven C. Preston
	Steven C. Preston
	Executive Vice President - Finance, Recycling & Energy Services

October 27, 2011

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Segment and Related Information (Details Textual) (USD $) In Millions	9 Months Ended
	Sep. 30, 2010
Segment And Related Information (Textual) [Abstract]
Charge to "Operating" expenses for the agreed upon withdrawal of bargaining units from multiemployer pension plans, Central States	$ 26

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Allowance for doubtful accounts	$ 31	$ 26
Long-term assets
Accumulated depreciation and amortization	$ 15,107	$ 14,690
Waste Management, Inc. stockholders' equity:
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	630,282,461	630,282,461
Treasury stock, shares	169,078,749	155,235,711

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements of Operations [Abstract]
Operating revenues	$ 3,522	$ 3,235	$ 9,972	$ 9,328
Costs and expenses:
Operating	2,261	2,006	6,396	5,883
Selling, general and administrative	380	369	1,144	1,065
Depreciation and amortization	317	317	935	917
Restructuring	15	0	15	(1)
(Income) expense from divestitures, asset impairments and unusual items	6	(1)	6	(78)
Total costs and expenses	2,979	2,691	8,496	7,786
Income from operations	543	544	1,476	1,542
Other income (expense):
Interest expense	(118)	(126)	(358)	(354)
Interest income	1	1	6	3
Equity in net losses of unconsolidated entities	(7)	(8)	(20)	(16)
Other, net	2	0	4	2
Total other income (expense)	(122)	(133)	(368)	(365)
Income before income taxes	421	411	1,108	1,177
Provision for income taxes	136	153	377	469
Consolidated net income	285	258	731	708
Less: Net income attributable to noncontrolling interests	13	14	36	36
Net income attributable to Waste Management, Inc.	$ 272	$ 244	$ 695	$ 672
Basic earnings per common share	$ 0.58	$ 0.51	$ 1.47	$ 1.40
Diluted earnings per common share	$ 0.58	$ 0.51	$ 1.46	$ 1.39
Cash dividends declared per common share	$ 0.34	$ 0.315	$ 1.02	$ 0.945

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Acquisition of Oakleaf Global Holdings (Details 2) (USD $) In Millions, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Pro forma consolidated results of operations
Operating revenues	$ 3,566	$ 3,379	$ 10,287	$ 9,740
Net income attributable to Waste Management Inc.	$ 272	$ 239	$ 689	$ 660
Basic earnings per common share	$ 0.58	$ 0.50	$ 1.46	$ 1.37
Diluted earnings per common share	$ 0.58	$ 0.50	$ 1.45	$ 1.36

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New Accounting Pronouncements Pending Adoption

9 Months Ended

Sep. 30, 2011

New Accounting Pronouncements Pending Adoption [Abstract]

New Accounting Pronouncements Pending Adoption

16.   New Accounting Pronouncements Pending Adoption

Fair Value Measurement — In May 2011, the FASB amended authoritative guidance associated with fair value measurements. This amended guidance defines certain requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles. The amendments to authoritative guidance associated with fair value measurements are effective for the Company on January 1, 2012 and are to be applied prospectively. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Goodwill Impairment Testing — In September 2011, the FASB amended authoritative guidance associated with goodwill impairment testing. The amended guidance provides companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step impairment test. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Multiemployer Pension Plans — In September 2011, the FASB amended authoritative guidance associated with disclosures about an employer’s participation in a multiemployer plan. The amended disclosure requirements are intended to provide more information about an employer’s financial obligations to multiemployer plans and, therefore, help financial statement users better understand the financial health of all of the significant plans in which the employer participates. The revised standard is effective for fiscal years ending after December 15, 2011 and retrospective application is required for all years presented. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption of these new disclosure requirements will have a material impact on our consolidated financial statements.

XML

Document and Entity Information (USD $) In Billions, except Share data	9 Months Ended
	Sep. 30, 2011	Oct. 21, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	WASTE MANAGEMENT INC
Entity Central Index Key	0000823768
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 15.0
Entity Common Stock, Shares Outstanding		460,330,016

XML

Commitments and Contingencies (Details Textual) (USD $)	9 Months Ended
	Sep. 30, 2011 Employee LegalMatter Property Location	Sep. 30, 2010 Contract	Feb. 25, 2011 Kettleman Hills [Member]	Apr. 11, 2011 Kaiser Missouri [Member]
Commitments and Contingencies (Textual) [Abstract]
Environmental Remediation Reasonably Possible Additional Losses, if high estimate were used	$ 150,000,000
Environmental remediation liability	285,000,000
Number of sites listed on the EPA's NPL for which we have been notified we are a PRP	79
Number of owned sites listed on the EPA's NPL for which we have been notified we are a PRP	17
Number of non-owned sites listed on the EPA's NPL for which we have been notified we are a PRP	62
Number of separate wage and hour lawsuits pending against certain of our subsidiaries in California, each seeking class certification	2
Dollar threshold for environmental matters requiring disclosure under Item 103 of the SEC's Regulation S-K	100,000
Approximate percentage of workforce covered by collective bargaining agreements	20.00%
Charge to "Operating" expenses for the agreed upon withdrawal of bargaining units from multiemployer pension plans, Central States		26,000,000
Number of bargaining units withdrawn from multiemployer pension plans		3
Number of months expected for IRS audit(s) to be completed	3 and 15
Approximate number of homeowners' properties adjacent to or near certain of our landfills with agreements guaranteeing market value	900
Number of landfills adjacent to or near homeowners' properties with agreements guaranteeing market value	21
Term of Guarantees of financial obligations	Guarantees of unconsolidated entities' financial obligations maturing through 2020
Future payments regarding guarantees of unconsolidated entities financial obligations	11,000,000
Number of months expected for examination to be completed	12 months
Loss Contingencies [Line Items]
Civil penalties for the violation alleged			$ 400,000	$ 118,800

XML

Debt (Tables)

9 Months Ended

Sep. 30, 2011

Debt (Tables) [Abstract]

Components of Debt

The following table summarizes the major components of debt at each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of September 30, 2011:

	September 30,		December 31,
	2011		2010
Revolving credit facility	$	—	$	—
Letter of credit facilities		—		—
Canadian credit facility (weighted average effective interest rate of 2.3% at September 30, 2011 and 2.2% at December 31, 2010)		133		212
Senior notes and debentures, maturing through 2039, interest rates ranging from 2.60% to 7.75% (weighted average interest rate of 6.0% at September 30, 2011 and 6.5% at December 31, 2010)		6,233		5,452
Tax-exempt bonds, maturing through 2041, fixed and variable interest rates ranging from 0.2% to 7.4% (weighted average interest rate of 3.0% at September 30, 2011 and 3.1% at December 31, 2010)		2,751		2,696
Tax-exempt project bonds, maturing through 2029, fixed and variable interest rates ranging from 0.2% to 3.4% (weighted average interest rate of 1.4% at September 30, 2011 and 2.5% at December 31, 2010)		86		116
Capital leases and other, maturing through 2050, interest rates up to 12%		410		431
		9,613		8,907
Current portion of long-term debt		225		233
	$	9,388	$	8,674

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Earnings Per Share (Details) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Common share data used for computing the basic and diluted earnings per share
Number of common shares outstanding at end of period	461.2	475.7	461.2	475.7
Effect of using weighted average common shares outstanding	7.1	1.6	11.5	6.0
Weighted average basic common shares outstanding	468.3	477.3	472.7	481.7
Dilutive effect of equity-based compensation awards and other contingently issuable shares	1.4	3.7	1.8	3.2
Weighted average diluted common shares outstanding	469.7	481.0	474.5	484.9
Potentially issuable shares	17.3	14.7	17.3	14.7
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	9.9	0.2	6.4	0.2

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Income Taxes

9 Months Ended

Sep. 30, 2011

Income Taxes [Abstract]

Income Taxes

5.   Income Taxes

Our effective income tax rate for the three and nine months ended September 30, 2011 was 32.3% and 34.0%, respectively, compared with 37.3% and 39.8% for the comparable prior year periods. We evaluate our effective income tax rate at each interim period and adjust it accordingly as facts and circumstances warrant. The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and nine months ended September 30, 2011 were primarily due to the favorable impact of federal tax credits, audit settlements and adjustments to our accruals due to the filing of our 2010 income tax returns offset in part by the unfavorable impact of state and local income taxes. The differences between federal income taxes computed at the federal statutory rate and reported income taxes for the three and nine months ended September 30, 2010 were primarily due to an increase in our state deferred income taxes to reflect the impact of changes in the estimated income tax rate at which temporary differences would be realized and the unfavorable impact of state and local income taxes, offset in part by the favorable impact of federal tax credits.

Investment in Refined Coal Facility — In January 2011, we acquired a noncontrolling interest in a limited liability company, which was established to invest in and manage a refined coal facility in North Dakota. The facility’s refinement processes qualify for federal tax credits that are expected to be realized through 2019 in accordance with Section 45 of the Internal Revenue Code. Our initial consideration for this investment consisted of a cash payment of $48 million.

We account for our investment in this entity using the equity method of accounting, recognizing our share of the entity’s results and other reductions in “Equity in net losses of unconsolidated entities,” within our Condensed Consolidated Statement of Operations. Losses relating to our investment in this entity were immaterial for the three and nine months ended September 30, 2011. Our tax provision for the three and nine months ended September 30, 2011 was reduced by $4 million and $11 million, respectively, primarily as a result of tax credits realized from this investment. See Note 14 for additional information related to this investment.

Investment in Federal Low-income Housing Tax Credits — In April 2010, we acquired a noncontrolling interest in a limited liability company established to invest in and manage low-income housing properties. The entity’s low-income housing investments qualify for federal tax credits that are expected to be realized through 2020 in accordance with Section 42 of the Internal Revenue Code.

We account for our investment in this entity using the equity method of accounting. We recognize our share of the entity’s results and reductions in the value of our investment in “Equity in net losses of unconsolidated entities,” within our Condensed Consolidated Statement of Operations. The value of our investment decreases as the tax credits are generated and utilized. During the three and nine months ended September 30, 2011, we recognized $5 million and $17 million of losses relating to our equity investment in this entity, $2 million and $6 million of interest expense, and a reduction in our tax provision of $9 million (including $7 million of tax credits) and $27 million (including $18 million of tax credits), respectively. During the three and nine months ended September 30, 2010, we recognized $4 million and $12 million of losses associated with our equity investment, $3 million and $4 million of interest expense, and a reduction in our tax provision of $7 million (including $4 million of tax credits) and $18 million (including $12 million of tax credits), respectively.

Recent Legislation — The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act, signed into law on December 17, 2010, included an extension of the bonus depreciation allowance through the end of 2012 and increased the amount of qualifying capital expenditures that can be depreciated immediately from 50 percent to 100 percent. The 100 percent depreciation deduction applies to qualifying property placed in service from September 8, 2010 through December 31, 2011. The acceleration of deductions on 2011 capital expenditures resulting from the bonus depreciation provision will have no impact on our effective tax rate. However, the ability to accelerate depreciation deductions is expected to decrease our 2011 cash taxes by approximately $190 million. Taking the accelerated tax depreciation in the current period will result in increased cash taxes in future periods when the accelerated deductions for these capital expenditures would have otherwise been taken.

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Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities (Tables) [Abstract]

Fair values of derivative instruments recorded in Balance Sheet

The following table summarizes the fair values of derivative instruments recorded in our Condensed Consolidated Balance Sheet (in millions):

		September 30,		December 31,
Derivatives Designated as Hedging Instruments	Balance Sheet Location	2011		2010
Interest rate contracts	Current other assets	$	—	$	1
Electricity commodity contracts	Current other assets		1		—
Interest rate contracts	Long-term other assets		75		37
Foreign exchange contracts	Long-term other assets		8		—
Total derivative assets		$	84	$	38
Interest rate contracts	Current accrued liabilities	$	—	$	11
Electricity commodity contracts	Current accrued liabilities		1		1
Interest rate contracts	Long-term accrued liabilities		68		13
Foreign exchange contracts	Long-term accrued liabilities		—		3
Total derivative liabilities		$	69	$	28

Impact of changes in the fair value of interest rate swaps and the underlying hedged items on results of operations

Gains or losses on the derivatives as well as the offsetting losses or gains on the hedged items attributable to our interest rate swaps are recognized in current earnings. We include gains and losses on our interest rate swaps as adjustments to interest expense, which is the same financial statement line item where offsetting gains and losses on the related hedged items are recorded. The following table summarizes the fair value adjustments from interest rate swaps and the underlying hedged items on our results of operations (in millions):

Three Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	25	$	(25	)
	2010	Interest expense	$	10	$	(10	)

Nine Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	37	$	(37	)
	2010	Interest expense	$	24	$	(24	)

Impact of periodic settlements of active swap agreements and the impact of terminated swap agreements on results of operations

We also recognize the impacts of (i) net periodic settlements of current interest on our active interest rate swaps and (ii) the amortization of previously terminated interest rate swap agreements as adjustments to interest expense. The following table summarizes the impact of periodic settlements of active swap agreements and the impact of terminated swap agreements on our results of operations (in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
Decrease to Interest Expense Due to Hedge Accounting for Interest Rate Swaps	2011		2010		2011		2010
Periodic settlements of active swap agreements(a)	$	7	$	6	$	18	$	24
Terminated swap agreements		2		4		8		15
	$	9	$	10	$	26	$	39

(a) These amounts represent the net of our periodic variable-rate interest obligations and the swap counterparties’ fixed-rate interest obligations. Our variable-rate obligations are based on a spread from the three-month LIBOR.

Pretax impacts of our foreign currency cash flow derivatives on our comprehensive income and results of operations

Gains or losses on the underlying hedged items attributable to foreign currency exchange risk are recognized in current earnings. The gains or losses on our foreign currency forward contracts that are reclassified out of accumulated other comprehensive income are recognized as adjustments to other income and expense, which is the same financial statement line item where offsetting gains or losses on the related hedged items are recorded. The following table summarizes the pre-tax impacts of our foreign currency cash flow derivatives on our comprehensive income and results of operations (in millions):

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Three Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	25		Other income (expense)	$	33
	2010	$	(12	)	Other income (expense)	$	(12	)

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Nine Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	11		Other income (expense)	$	21
	2010	$	(7	)	Other income (expense)	$	(7	)

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Derivative Instruments and Hedging Activities (Details 3) (Foreign Exchange Contracts [Member], Other income (expense) [Member], USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Foreign Exchange Contracts [Member] | Other income (expense) [Member]
Impacts of foreign currency cash flow derivatives on results of operations and comprehensive income, pre-tax
Derivative Gain or (Loss) Recognized in OCI (Effective Portion)	$ 25	$ (12)	$ 11	$ (7)
Derivative Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)	$ 33	$ (12)	$ 21	$ (7)

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Debt (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Components of Debt
Revolving credit facility	$ 0	$ 0
Letter of credit facilities	0	0
Canadian credit facility (weighted average effective interest rate of 2.3 % at September 30, 2011 and 2.2 % December 31, 2010)	133	212
Senior notes and debentures, maturing through 2039, interest rates ranging from 2.60% to 7.75% (weighted average interest rate of 6.0% at September 30, 2011 and 6.5% at December 31,2010)	6,233	5,452
Tax-exempt bonds maturing through 2041, fixed and variable interest rates ranging from 0.2% to 7.4% (weighted average interest rate of 3.0% at September 30, 2011 and 3.1% at December 31, 2010)	2,751	2,696
Tax-exempt project bonds, maturing through 2029, fixed and variable interest rates ranging from 0.2% to 3.4% (weighted average interest rate of 1.4% at September 30, 2011 and 2.5% at December 31, 2010)	86	116
Capital leases and other, maturing through 2050, interest rates up to 12%	410	431
Components of Debt, total	9,613	8,907
Current portion of long-term debt	225	233
Long term Debt, less current portion of long-term debt	$ 9,388	$ 8,674

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Landfill and Environmental Remediation Liabilities (Tables)

9 Months Ended

Sep. 30, 2011

Landfill and Environmental Remediation Liabilities (Tables) [Abstract]

Liabilities for landfill and environmental remediation costs

Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):

	September 30, 2011						December 31, 2010
			Environmental						Environmental
	Landfill		Remediation		Total		Landfill		Remediation		Total
Current (in accrued liabilities)	$	105	$	45	$	150	$	105	$	43	$	148
Long-term		1,207		240		1,447		1,161		241		1,402
	$	1,312	$	285	$	1,597	$	1,266	$	284	$	1,550

Changes to landfill and environmental remediation liabilities

The changes to landfill and environmental remediation liabilities for the year ended December 31, 2010 and the nine months ended September 30, 2011 are reflected in the table below (in millions):

				Environmental
	Landfill			Remediation
December 31, 2009	$	1,267		$	256
Obligations incurred and capitalized		47			—
Obligations settled		(86	)		(36	)
Interest accretion		82			5
Revisions in cost estimates and interest rate assumptions		(49	)		61
Acquisitions, divestitures and other adjustments		5			(2	)
December 31, 2010		1,266			284
Obligations incurred and capitalized		36			—
Obligations settled		(56	)		(25	)
Interest accretion		62			5
Revisions in cost estimates and interest rate assumptions(a)		4			22
Acquisitions, divestitures and other adjustments		—			(1	)
September 30, 2011	$	1,312		$	285

(a) The revisions in estimates and interest rate assumptions associated with our environmental remediation liabilities were primarily related to the impact of changes in the risk-free discount rate used to measure the liabilities. As of December 31, 2010, we used a risk-free discount rate for these obligations of 3.5%. The applicable rate decreased to 2.0% effective September 30, 2011. For the three and nine months ended September 30, 2011, this change in the risk-free discount rate resulted in an increase of $25 million to our environmental remediation liabilities and a corresponding increase to “Operating” expenses. This charge was partially offset by a $9 million favorable revision to an environmental remediation liability at a closed site based on the estimated cost of the remediation alternative selected by the EPA.

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Acquisition of Oakleaf Global Holdings

9 Months Ended

Sep. 30, 2011

Acquisition of Oakleaf Global Holdings [Abstract]

Acquisition of Oakleaf Global Holdings

10.   Acquisition of Oakleaf Global Holdings

On July 28, 2011, we paid $432 million, net of cash received of $4 million and inclusive of certain adjustments, to acquire Oakleaf Global Holdings and its primary operations. Oakleaf provides outsourced waste and recycling services through a nationwide network of third-party haulers. The operations we acquired generated approximately $580 million in revenues in 2010. We acquired Oakleaf to advance our growth and transformation strategies and increase our national accounts customer base while enhancing our ability to provide comprehensive environmental solutions. For the three and nine months ended September 30, 2011, we incurred $1 million of acquisition-related costs, which are classified as Selling, general and administrative expense. Since the acquisition date, Oakleaf has recognized revenues of $112 million and net losses of less than $1 million, which are included in our Condensed Consolidated Statement of Operations. We have recorded a preliminary allocation of the purchase price to Oakleaf tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of July 28, 2011. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of our detailed valuations. The preliminary purchase price allocation is as follows (in millions):

Accounts and other receivables	$	68
Other current assets		28
Property and equipment		77
Goodwill		320
Intangible assets		92
Accounts payable		(80	)
Accrued liabilities		(48	)
Deferred income taxes, net		(13	)
Other liabilities		(12	)
Total purchase price	$	432

The following table presents the preliminary allocation of the purchase price to intangible assets (amounts in millions, except for amortization periods):

			Weighted Average
			Amortization
			Periods
	Amount		(in Years)
Customer relationships	$	74		10.0
Vendor relationships		9		10.0
Trademarks		9		15.0
Total intangible assets subject to amortization	$	92		10.5

Goodwill of $320 million was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. Goodwill is a result of expected synergies from combining the Company’s operations with Oakleaf’s national accounts customer base and vendor network. The vendor-hauler network expands our partnership with third-party service providers. In many cases we can provide vendor-haulers with opportunities to maintain and increase their business by utilizing our extensive post-collection network. We believe this will generate significant benefits for the Company and for the vendor-haulers. Goodwill acquired will be allocated to our operating segments upon completion of our detailed valuations. Goodwill is not deductible for income tax purposes.

The following pro forma consolidated results of operations have been prepared as if the acquisition of Oakleaf occurred at January 1, 2010 (in millions, except per share amounts):

					Nine Months
	Three Months				Ended
	Ended September 30,				September 30,
	2011		2010		2011		2010
Operating revenues	$	3,566	$	3,379	$	10,287	$	9,740
Net income attributable to Waste Management, Inc.		272		239		689		660
Basic earnings per common share		0.58		0.50		1.46		1.37
Diluted earnings per common share		0.58		0.50		1.45		1.36

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Basis of Presentation

9 Months Ended

Sep. 30, 2011

Basis of Presentation [Abstract]

Basis of Presentation

1.   Basis of Presentation

The financial statements presented in this report represent the consolidation of Waste Management, Inc., a Delaware corporation; Waste Management’s wholly-owned and majority-owned subsidiaries; and certain variable interest entities for which Waste Management or its subsidiaries are the primary beneficiary. Waste Management is a holding company and all operations are conducted by its subsidiaries. When the terms “the Company,” “we,” “us” or “our” are used in this document, those terms refer to Waste Management, Inc., its consolidated subsidiaries and consolidated variable interest entities. When we use the term “WM,” we are referring only to Waste Management, Inc., the parent holding company.

We manage and evaluate our principal operations through five Groups. Our four geographic operating Groups, which are comprised of our Eastern, Midwest, Southern and Western Groups, provide collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services. Our fifth Group is the Wheelabrator Group, which provides waste-to-energy services and manages waste-to-energy facilities and independent power production plants. We also provide additional services that are not managed through our five Groups, including the operations of Oakleaf Global Holdings (“Oakleaf”) acquired on July 28, 2011, which are presented in this report as “Other.” Additional information related to our segments and to our acquisition of Oakleaf can be found in Note 9 and in Note 10, respectively.

The Condensed Consolidated Financial Statements as of and for the three and nine months ended September 30, 2011 and 2010 are unaudited. In the opinion of management, these financial statements include all adjustments, which, unless otherwise disclosed, are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations, and cash flows for the periods presented. The results for interim periods are not necessarily indicative of results for the entire year. The financial statements presented herein should be read in connection with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2010.

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 a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methods. In some cases, these estimates are particularly 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, asset impairments, deferred income taxes and reserves associated with our insured and self-insured claims. Actual results could differ materially from the estimates and assumptions that we use in the preparation of our financial statements.

Adoption of New Accounting Pronouncements

Multiple-Deliverable Revenue Arrangements — In October 2009, the Financial Accounting Standards Board (“FASB”) amended authoritative guidance associated with multiple-deliverable revenue arrangements. This amended guidance addresses the determination of when individual deliverables within an arrangement are required to be treated as separate units of accounting and modifies the manner in which consideration is allocated across the separately identifiable deliverables. The amendments to authoritative guidance associated with multiple-deliverable revenue arrangements became effective for the Company on January 1, 2011. The new accounting standard has been applied prospectively to arrangements entered into or materially modified after the date of adoption. The adoption of this guidance has not had a material impact on our consolidated financial statements. However, our adoption of this guidance may significantly impact our accounting and reporting for future revenue arrangements to the extent they are material.

Reclassifications

Certain reclassifications have been made to our prior period consolidated financial information in order to conform to the current year presentation.

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Landfill and Environmental Remediation Liabilities (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010	Dec. 31, 2009
Liabilities for landfill and environmental remediation costs
Current (in accrued liabilities)	$ 150	$ 148
Long-term	1,447	1,402
Total	1,597	1,550
Landfill Liabilities [Member]
Liabilities for landfill and environmental remediation costs
Current (in accrued liabilities)	105	105
Long-term	1,207	1,161
Total	1,312	1,266	1,267
Environmental Remediation Liabilities [Member]
Liabilities for landfill and environmental remediation costs
Current (in accrued liabilities)	45	43
Long-term	240	241
Total	$ 285	$ 284

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Earnings Per Share

9 Months Ended

Sep. 30, 2011

Earnings Per Share [Abstract]

Earnings Per Share

7.   Earnings Per Share

Basic and diluted earnings per share were computed using the following common share data (shares in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Number of common shares outstanding at end of period		461.2		475.7		461.2		475.7
Effect of using weighted average common shares outstanding		7.1		1.6		11.5		6.0
Weighted average basic common shares outstanding		468.3		477.3		472.7		481.7
Dilutive effect of equity-based compensation awards and other contingently issuable shares		1.4		3.7		1.8		3.2
Weighted average diluted common shares outstanding		469.7		481.0		474.5		484.9
Potentially issuable shares		17.3		14.7		17.3		14.7
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		9.9		0.2		6.4		0.2

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(Income) Expense from Divestitures, Asset Impairments and Unusual Items

9 Months Ended

Sep. 30, 2011

(Income) Expense from Divestitures, Asset Impairments and Unusual Items [Abstract]

(Income) Expense from Divestitures, Asset Impairments and Unusual Items

12.   (Income) Expense from Divestitures, Asset Impairments and Unusual Items

During the third quarter of 2011, we recognized impairment charges relating to two facilities in our medical waste services business as a result of the closure of one site and as a result of continuing operating losses at the other site. We wrote down the net book values of the sites to their estimated fair values.

We filed a lawsuit in March 2008 related to the revenue management software implementation that was suspended in 2007 and abandoned in 2009. Accordingly, in 2009, we recognized a non-cash charge of $51 million for the abandonment of the licensed software. In April 2010, we settled the lawsuit and received a one-time cash payment. The settlement increased our “Income from operations” for the nine months ended September 30, 2010 by $77 million.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Commitments and Contingencies

8.   Commitments and Contingencies

Financial Instruments — We have obtained letters of credit, performance bonds and insurance policies and have established trust funds and issued financial guarantees to support tax-exempt bonds, contracts, performance of landfill final capping, closure and post-closure requirements, environmental remediation, and other obligations. Letters of credit generally are supported by our revolving credit facility and other credit facilities established for that purpose. We obtain surety bonds and insurance policies from an entity in which we have a noncontrolling financial interest. We also obtain insurance from a wholly-owned insurance company, the sole business of which is to issue policies for us. In those instances where our use of financial assurance from entities we own or have financial interests in is not allowed, we have available alternative financial assurance mechanisms.

Management does not expect that any claims against or draws on these instruments would have a material adverse effect on our consolidated financial statements. We have not experienced any unmanageable difficulty in obtaining the required financial assurance instruments for our current operations. In an ongoing effort to mitigate risks of future cost increases and reductions in available capacity, we continue to evaluate various options to access cost-effective sources of financial assurance.

Insurance — We carry insurance coverage for protection of our assets and operations from certain risks including automobile liability, general liability, real and personal property, workers’ compensation, directors’ and officers’ liability, pollution legal liability and other coverages we believe are customary to the industry. Our exposure to loss for insurance claims is generally limited to the per incident deductible under the related insurance policy. Our exposure, however, could increase if our insurers are unable to meet their commitments on a timely basis.

We have retained a significant portion of the risks related to our automobile, general liability and workers’ compensation insurance programs. For our self-insured retentions, the exposure for unpaid claims and associated expenses, including incurred but not reported losses, is based on an actuarial valuation and internal estimates. The accruals for these liabilities could be revised if future occurrences or loss development significantly differ from our assumptions used. We do not expect any known casualty, property, environmental or other contingency to have a material impact on our financial condition, results of operations or cash flows.

Guarantees — In the ordinary course of our business, WM and WM Holdings enter into guarantee agreements associated with their subsidiaries’ operations. Additionally, WM and WM Holdings have each guaranteed all of the senior debt of the other entity. No additional liabilities have been recorded for these intercompany guarantees because all of the underlying obligations are reflected in our Condensed Consolidated Balance Sheets.

We also have guaranteed the obligations of, and provided indemnification to, third parties in the ordinary course of business. Guarantee agreements outstanding as of September 30, 2011 include (i) guarantees of unconsolidated entities’ financial obligations maturing through 2020 for maximum future payments of $11 million; and (ii) agreements guaranteeing certain market value losses for approximately 900 homeowners’ properties adjacent to or near 21 of our landfills. Our indemnification obligations generally arise in divestitures and provide that we will be responsible for liabilities associated with our operations for events that occurred prior to the sale of the operations. Additionally, under certain of our acquisition agreements, we have provided for additional consideration to be paid to the sellers if established financial targets are achieved post-closing and we have recognized liabilities for these contingent obligations based on an estimate of the fair value of these contingencies at the time of acquisition. Contingent obligations related to indemnifications arising from our divestitures and contingent consideration provided for by our acquisitions are not expected to be material to our financial position, results of operations or cash flows.

Environmental Matters — A significant portion of our operating costs and capital expenditures could be characterized as costs of environmental protection as we are subject 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 our operations, or for damage caused by conditions that existed before we acquired a site. In addition to remediation activity required by state or local authorities, such liabilities include potentially responsible party, or PRP, investigations. The costs associated with these liabilities can include settlements, certain legal and consultant fees, as well as incremental internal and external costs directly associated with site investigation and clean-up.

Estimating our degree of responsibility for remediation is inherently difficult. We recognize and accrue for an estimated remediation liability when we determine that such liability is both probable and reasonably estimable. Determining the method and ultimate cost of remediation requires that a number of assumptions be made. There can sometimes be a range of reasonable estimates of the costs associated with the investigation of the extent of environmental impact and identification of likely site-remediation alternatives. In these cases, we use the amount within the range that constitutes our best estimate. If no amount within a range appears to be a better estimate than any other, we use the amount that is the low end of such range. If we used the high ends of such ranges, our aggregate potential liability would be approximately $150 million higher than the $285 million recorded in the Condensed Consolidated Financial Statements as of September 30, 2011. Our ongoing review of our remediation liabilities, in light of relevant internal and external facts and circumstances, could result in revisions to our accruals that could cause upward or downward adjustments to income from operations. These adjustments could be material in any given period.

As of September 30, 2011, we had been notified that we are a PRP in connection with 79 locations listed on the EPA’s Superfund National Priorities List, or NPL. Of the 79 sites at which claims have been made against us, 17 are sites we own. Each of the NPL sites we own was initially developed by others as a landfill disposal facility. At each of these facilities, we are working in conjunction with the government to characterize or remediate identified site problems, and we have either agreed with other legally liable parties on an arrangement for sharing the costs of remediation or are working toward a cost-sharing agreement. We generally expect to receive any amounts due from other participating parties at or near the time that we make the remedial expenditures. The other 62 NPL sites, which we do not own, are at various procedural stages under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, known as CERCLA or Superfund.

The majority of these proceedings involving NPL sites that we do not own are based on allegations that certain of our subsidiaries (or their predecessors) transported hazardous substances to the sites, often prior to our acquisition of these subsidiaries. CERCLA generally provides for liability for those parties owning, operating, transporting to or disposing at the sites. Proceedings arising under Superfund typically involve numerous waste generators and other waste transportation and disposal companies and seek to allocate or recover costs associated with site investigation and remediation, which costs could be substantial and could have a material adverse effect on our consolidated financial statements. At some of the sites at which we have been identified as a PRP, our liability is well defined as a consequence of a governmental decision and an agreement among liable parties as to the share each will pay for implementing that remedy. At other sites, where no remedy has been selected or the liable parties have been unable to agree on an appropriate allocation, our future costs are uncertain.

Litigation — In April 2002, certain former participants in the ERISA plans of WM Holdings filed a lawsuit in the U.S. District Court for the District of Columbia in a case entitled William S. Harris, et al. v. James E. Koenig, et al. The lawsuit attempts to increase the recovery of a class of ERISA plan participants on behalf of the plan based on allegations related to both the events alleged in, and the settlements relating to, the securities class action against WM Holdings that was settled in 1998, the litigation against WM in Texas that was settled in 2002, as well as the decision to offer WM common stock as an investment option within the plan beginning in 1990, despite alleged knowledge by at least two members of the investment committee of financial misstatement by WM during the relevant time period.

During the second quarter of 2010, the Court dismissed certain claims against individual defendants, including all claims against each of the current members of our Board of Directors. Previously, plaintiffs dismissed all claims related to the settlement of the securities class action against WM that was settled in 2002, and the court certified a limited class of participants who may bring claims on behalf of the plan, but not individually. During the third quarter of 2011, the Court ruled in favor of WM and two former employees dismissing all claims brought by the plaintiffs related to the decision to offer WM stock as an investment option within the plan. The Court still has under consideration additional motions that, if granted, would resolve the few remaining claims against WM and its Committees. The outcome of this lawsuit cannot be predicted with certainty. The defendants intend to defend themselves vigorously in this litigation.

Two separate wage and hour lawsuits were commenced in October 2006 and March 2007 against certain of our subsidiaries in California, each seeking class certification. The actions were coordinated to proceed in San Diego County Superior Court. Both lawsuits make the same general allegations that our subsidiaries failed to comply with certain California wage and hour laws, including allegedly failing to provide meal and rest periods and failing to properly pay hourly and overtime wages. We have executed a settlement agreement in connection with this matter. Following hearings held on July 15, 2011 and October 21, 2011, the Court approved the class action settlement and final judgment. The settlement did not have a material effect on our consolidated financial statements.

Additionally, in July 2008, we were named as a defendant in a purported class action in the Circuit Court of Bullock County, Alabama, which was subsequently removed to the United States District Court for the Northern District of Alabama. This suit pertained to our fuel and environmental charge in our customer service agreements and generally alleged that such charges were not properly disclosed, were unfair and were contrary to the contracts. We filed a motion to dismiss that was partially granted during the third quarter of 2010, resulting in dismissal of the plaintiffs’ national class action claims. During the third quarter of 2011, the plaintiffs filed and the Court granted a motion to dismiss the litigation without prejudice.

In October 2011, we were named as a defendant in a purported class action in the Circuit Court of Sarasota County, Florida. This suit was filed by the same law firm that brought the Alabama litigation discussed in the prior paragraph, and it also pertains to our fuel and environmental charges in our customer service agreements, generally alleging that such charges were not properly disclosed, were unfair and were contrary to the contracts. We will vigorously defend this matter. Given the inherent uncertainties of litigation, the ultimate outcome of this case cannot be predicted at this time, nor can possible damages, if any, be reasonably estimated.

We often enter into contractual arrangements with landowners imposing obligations on us to meet certain regulatory or contractual conditions upon site closure or upon termination of the agreements. Compliance with these arrangements is inherently subject to subjective determinations and may result in disputes, including litigation. In May 2008, Mnoian Management, Inc. filed suit in Los Angeles County Superior Court seeking remediation and increased compaction of a site we had previously leased for landfill purposes. The parties have completed a binding arbitration and are awaiting the arbitrator’s decision.

From time to time, we also are named as defendants in personal injury and property damage lawsuits, including purported class actions, on the basis of having owned, operated or transported waste to a disposal facility that is alleged to have contaminated the environment or, in certain cases, on the basis of having conducted environmental remediation activities at sites. Some of the lawsuits may seek to have us pay the costs of monitoring of allegedly affected sites and health care examinations of allegedly affected persons for a substantial period of time even where no actual damage is proven. While we believe we have meritorious defenses to these lawsuits, the ultimate resolution is often substantially uncertain due to the difficulty of determining the cause, extent and impact of alleged contamination (which may have occurred over a long period of time), the potential for successive groups of complainants to emerge, the diversity of the individual plaintiffs’ circumstances, and the potential contribution or indemnification obligations of co-defendants or other third parties, among other factors.

As a large company with operations across the United States and Canada, we are subject to various proceedings, lawsuits, disputes and claims arising in the ordinary course of our business. Many of these actions raise complex factual and legal issues and are subject to uncertainties. Actions filed against us include commercial, customer, and employment-related claims, including, as noted above, purported class action lawsuits related to our customer service agreements and purported class actions involving federal and state wage and hour and other laws. The plaintiffs in some actions seek unspecified damages or injunctive relief, or both. These actions are in various procedural stages, and some are covered in part by insurance. We currently do not believe that any such actions will ultimately have a material adverse impact on our consolidated financial statements.

WM’s charter and bylaws require indemnification of its officers and directors if statutory standards of conduct have been met and allow the advancement of expenses to these individuals upon receipt of an undertaking by the individuals to repay all expenses if it is ultimately determined that they did not meet the required standards of conduct. Additionally, WM has entered into separate indemnification agreements with each of the members of its Board of Directors as well as its President and Chief Executive Officer, and its principal financial officer. The Company may incur substantial expenses in connection with the fulfillment of its advancement of costs and indemnification obligations in connection with current actions involving former officers of the Company or its subsidiaries or other actions or proceedings that may be brought against its former or current officers, directors and employees.

Item 103 of the SEC’s Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings, or such proceedings are known to be contemplated, unless we reasonably believe that the matter will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $100,000. The following matter pending as of September 30, 2011 is disclosed in accordance with that requirement:

On April 4, 2006, the EPA issued a Notice of Violation (“NOV”) to Waste Management of Hawaii, Inc., an indirect wholly-owned subsidiary of WM, and to the City and County of Honolulu for alleged violations of the federal Clean Air Act, based on an alleged failure to submit certain reports and design plans required by the EPA, and the failure to begin and timely complete the installation of a gas collection and control system (“GCCS”) for the Waimanalo Gulch Sanitary Landfill on Oahu. The EPA has also indicated that it will seek penalties and injunctive relief as part of the NOV enforcement for elevated landfill temperatures that were recorded after installation of the GCCS. The parties have been in confidential settlement negotiations. Pursuant to an indemnity agreement, any penalty assessed will be paid by the Company, and not by the City and County of Honolulu.

Additionally, the following matters previously reported were resolved during the third quarter of 2011 as set forth below.

On February 25, 2011, the EPA issued an NOV to Chemical Waste Management, Inc.’s Kettleman Hills facility for alleged violations of the Resource Conservation and Recovery Act (“RCRA”). In this matter, the EPA sought civil penalties for the violations alleged, which related primarily to management of landfill leachate, laboratory protocols, and the management and disposal of certain hazardous waste. On August 23, 2011, Chemical Waste Management, Inc. settled the RCRA enforcement action with the EPA through entry of a Consent Agreement/Final Order. Under the agreement, Chemical Waste Management, Inc. paid a penalty of $400,000 on September 12, 2011 and will implement certain corrective actions and process changes.

On April 11, 2011, Waste Management LampTracker, Inc.’s Kaiser, Missouri facility was notified that the EPA would be filing an administrative complaint and assessing civil penalties for alleged RCRA violations relating to container and facility management and the handling of certain waste. On September 12, 2011, Waste Management LampTracker, Inc. settled the RCRA enforcement action with the EPA through entry of a Consent Agreement/Final Order and paid a penalty of $118,800. As a result of the agreement, Waste Management LampTracker, Inc. will implement a corrective action at the facility.

Multiemployer, Defined Benefit Pension Plans — About 20% of our workforce is covered by collective bargaining agreements with various union locals across the United States and Canada. As a result of some of these agreements, certain of our subsidiaries are participating employers in a number of trustee-managed multiemployer, defined benefit pension plans for the affected employees. One of the most significant multiemployer pension plans in which we have participated is the Central States Southeast and Southwest Areas Pension Plan (“Central States Pension Plan”), which has reported that it adopted a rehabilitation plan as a result of its actuarial certification for the plan year beginning January 1, 2008. The Central States Pension Plan is in “critical status,” as defined by the Pension Protection Act of 2006.

In connection with our ongoing renegotiation of various collective bargaining agreements, we may discuss and negotiate for the complete or partial withdrawal from one or more of these pension plans. A complete or partial withdrawal from a multiemployer pension plan may also occur if employees covered by a collective bargaining agreement vote to decertify a union from continuing to represent them. In October 2011, our last remaining group of employees that were active participants in the Central States Pension Plan voted to decertify the union that represented them, ceasing any contribution obligation and effectively withdrawing them from the Central States Pension Plan.

We recognized charges to “Operating” expenses of $26 million, largely in the first quarter of 2010, associated with the withdrawal of three bargaining units from the Central States Pension Plan in connection with our negotiations of these units’ agreements. We are still negotiating and litigating final resolutions of our withdrawal liability for previous withdrawals and our recent final withdrawal referenced above, which could be materially higher than the charges we have recognized. We do not believe that our withdrawals from the multiemployer plans, individually or in the aggregate, will have a material adverse effect on our financial condition or liquidity. However, depending on the number of employees withdrawn in any future period and the financial condition of the multiemployer plans at the time of withdrawal, such withdrawals could materially affect our results of operations in the period of the withdrawal.

Tax Matters — We are currently in the examination phase of IRS audits for the tax years 2010 and 2011 and expect these audits to be completed within the next three and 15 months, respectively. We participate in the IRS’s Compliance Assurance Program, which means we work with the IRS throughout the year in order to resolve any material issues prior to the filing of our year-end tax return. We are also currently undergoing audits by various state and local jurisdictions that date back to 2000. In the third quarter of 2010, we finalized audits in Canada through the 2005 tax year and are not currently under audit for any subsequent tax years. On July 28, 2011, we acquired Oakleaf, which is currently under IRS examination for the tax periods ended December 31, 2005 through December 31, 2008. We expect this examination to be completed within the next 12 months. In addition, Oakleaf is subject to state income tax examinations for years dating back to 2002. Pursuant to the terms of our acquisition of Oakleaf, we are entitled to indemnification for Oakleaf’s tax liabilities. We maintain a liability for uncertain tax positions, the balance of which management believes is adequate. Results of audit assessments by taxing authorities are not currently expected to have a material adverse impact on our results of operations or cash flows.

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Restructuring (Tables)

9 Months Ended

Sep. 30, 2011

Restructuring [Tables] [Abstract]

Segment and Corporate and Other charges associated with restructuring, pre tax

In July 2011, we took steps to streamline our organization as part of our cost savings programs. This reorganization eliminated over 700 employee positions throughout the Company, including approximately 300 open positions. During the three and nine months ended September 30, 2011, we recognized $14 million of pre-tax restructuring charges related to employee severance and benefit costs associated with this reorganization. The following table summarizes the employee severance and benefit costs and other charges recognized for this restructuring by each of our current reportable segments and our Corporate and Other organization for the three and nine months ended September 30, 2011 (in millions):

Eastern	$	2
Midwest		3
Southern		2
Western		2
Wheelabrator		1
Corporate and Other		5
Total	$	15

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Comprehensive Income

9 Months Ended

Sep. 30, 2011

Comprehensive Income [Abstract]

Comprehensive Income

6.   Comprehensive Income

Comprehensive income was as follows (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Consolidated net income	$	285		$	258		$	731		$	708
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes		(12	)		(21	)		(25	)		(54	)
Realized (gains) losses on derivative instruments reclassified into earnings, net of taxes		(18	)		10			(9	)		10
Unrealized gains (losses) on marketable securities, net of taxes		(3	)		1			(4	)		1
Foreign currency translation adjustments		(82	)		30			(46	)		20
Change in funded status of post-retirement benefit obligations, net of taxes		—			—			(2	)		(1	)
Other comprehensive income (loss)		(115	)		20			(86	)		(24	)
Comprehensive income		170			278			645			684
Comprehensive income attributable to noncontrolling interests		(13	)		(14	)		(36	)		(36	)
Comprehensive income attributable to Waste Management, Inc.	$	157		$	264		$	609		$	648

The components of accumulated other comprehensive income, which is included as a component of Waste Management, Inc. stockholders’ equity, were as follows (in millions):

	September 30,			December 31,
	2011			2010
Accumulated unrealized loss on derivative instruments, net of taxes	$	(67	)	$	(33	)
Accumulated unrealized gain on marketable securities, net of taxes		1			5
Foreign currency translation adjustments		215			261
Funded status of post-retirement benefit obligations, net of taxes		(5	)		(3	)
	$	144		$	230

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Acquisition of Oakleaf Global Holdings (Details 1) (USD $) In Millions, unless otherwise specified	Jul. 28, 2011 Year
Preliminary allocation of the purchase price to intangible assets
Total intangible assets subject to amortization	$ 92
Total intangible assets subject to amortization, Weighted Average Amortization Periods	10.5
Customer relationships
Preliminary allocation of the purchase price to intangible assets
Total intangible assets subject to amortization	74
Total intangible assets subject to amortization, Weighted Average Amortization Periods	10.0
Vendor relationships
Preliminary allocation of the purchase price to intangible assets
Total intangible assets subject to amortization	9
Total intangible assets subject to amortization, Weighted Average Amortization Periods	10.0
Trademarks
Preliminary allocation of the purchase price to intangible assets
Total intangible assets subject to amortization	$ 9
Total intangible assets subject to amortization, Weighted Average Amortization Periods	15.0

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Condensed Consolidated Statements of Changes in Equity (Unaudited) (USD $) In Millions, except Share data in Thousands	Total	Comprehensive Income	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Noncontrolling Interests
Beginning Balance at Dec. 31, 2010	$ 6,591	$ 0	$ 6	$ 4,528	$ 6,400	$ 230	$ (4,904)	$ 331
Beginning Balance, shares at Dec. 31, 2010			630,282				(155,236)
Comprehensive Income:
Consolidated net income	731	731	0	0	695	0	0	36
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes of $16	(25)	(25)	0	0	0	(25)	0	0
Realized gains on derivative instruments reclassified into earnings, net of taxes of $6	(9)	(9)	0	0	0	(9)	0	0
Unrealized losses on marketable securities, net of taxes of $3	(4)	(4)	0	0	0	(4)	0	0
Foreign currency translation adjustments	(46)	(46)	0	0	0	(46)	0	0
Change in funded status of post-retirement benefit obligations, net of taxes of $1	(2)	(2)	0	0	0	(2)	0	0
Other comprehensive income (loss)	(86)	(86)	0	0	0	0	0	0
Comprehensive income	645	645	0	0	0	0	0	0
Cash dividends declared	(481)		0	0	(481)	0	0	0
Equity-based compensation transactions, including dividend equivalents, net of taxes	106		0	25	(1)	0	82	0
Equity-based compensation transactions, including dividend equivalents, net of taxes, shares			0				2,572
Common stock repurchases	(546)		0	0	0	0	(546)
Common stock repurchases, shares			0				(16,424)
Distributions paid to noncontrolling interests	(30)		0	0	0	0	0	(30)
Other	0		0	0	0	0	0	0
Other, shares			0				9
Ending Balance at Sep. 30, 2011	$ 6,285	$ 0	$ 6	$ 4,553	$ 6,613	$ 144	$ (5,368)	$ 337
Ending Balance, shares at Sep. 30, 2011			630,282				(169,079)

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Landfill and Environmental Remediation Liabilities

9 Months Ended

Sep. 30, 2011

Landfill and Environmental Remediation Liabilities [Abstract]

Landfill and Environmental Remediation Liabilities

2.   Landfill and Environmental Remediation Liabilities

Liabilities for landfill and environmental remediation costs are presented in the table below (in millions):

	September 30, 2011						December 31, 2010
			Environmental						Environmental
	Landfill		Remediation		Total		Landfill		Remediation		Total
Current (in accrued liabilities)	$	105	$	45	$	150	$	105	$	43	$	148
Long-term		1,207		240		1,447		1,161		241		1,402
	$	1,312	$	285	$	1,597	$	1,266	$	284	$	1,550

The changes to landfill and environmental remediation liabilities for the year ended December 31, 2010 and the nine months ended September 30, 2011 are reflected in the table below (in millions):

				Environmental
	Landfill			Remediation
December 31, 2009	$	1,267		$	256
Obligations incurred and capitalized		47			—
Obligations settled		(86	)		(36	)
Interest accretion		82			5
Revisions in cost estimates and interest rate assumptions		(49	)		61
Acquisitions, divestitures and other adjustments		5			(2	)
December 31, 2010		1,266			284
Obligations incurred and capitalized		36			—
Obligations settled		(56	)		(25	)
Interest accretion		62			5
Revisions in cost estimates and interest rate assumptions(a)		4			22
Acquisitions, divestitures and other adjustments		—			(1	)
September 30, 2011	$	1,312		$	285

(a) The revisions in estimates and interest rate assumptions associated with our environmental remediation liabilities were primarily related to the impact of changes in the risk-free discount rate used to measure the liabilities. As of December 31, 2010, we used a risk-free discount rate for these obligations of 3.5%. The applicable rate decreased to 2.0% effective September 30, 2011. For the three and nine months ended September 30, 2011, this change in the risk-free discount rate resulted in an increase of $25 million to our environmental remediation liabilities and a corresponding increase to “Operating” expenses. This charge was partially offset by a $9 million favorable revision to an environmental remediation liability at a closed site based on the estimated cost of the remediation alternative selected by the EPA.

At several of our landfills, we provide financial assurance by depositing cash into restricted trust funds or escrow accounts for purposes of settling final capping, closure, post-closure and environmental remediation obligations. Generally, these trust funds are established to comply with statutory requirements and operating agreements and we are the sole beneficiary of the restricted balances. However, certain of the funds have been established for the benefit of both the Company and the host community in which we operate.

The fair value of trust funds and escrow accounts for which we are the sole beneficiary was $121 million at September 30, 2011 and is included in long-term “Other assets” in our Condensed Consolidated Balance Sheet. Our portion of the trusts that have been established for the benefit of both the Company and the host community in which we operate had an aggregate carrying value of $108 million at September 30, 2011 and are recorded in “Other receivables” and as long-term “Other assets” in our Condensed Consolidated Balance Sheet. See Note 14 for additional information related to these trusts.

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Derivative Instruments and Hedging Activities (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Fair values of derivative instruments recorded in Balance Sheet
Derivative Assets Designated as Hedging Instruments	$ 84	$ 38
Derivative Liabilities Designated as Hedging Instruments	69	28
Interest Rate Contracts [Member] | Current other assets [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Assets Designated as Hedging Instruments	0	1
Interest Rate Contracts [Member] | Long-term other assets [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Assets Designated as Hedging Instruments	75	37
Interest Rate Contracts [Member] | Current accrued liabilities [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Liabilities Designated as Hedging Instruments	0	11
Interest Rate Contracts [Member] | Long-term accrued liabilities [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Liabilities Designated as Hedging Instruments	68	13
Electricity Commodity Contracts [Member] | Current other assets [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Assets Designated as Hedging Instruments	1	0
Electricity Commodity Contracts [Member] | Current accrued liabilities [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Liabilities Designated as Hedging Instruments	1	1
Foreign Exchange Contracts [Member] | Long-term other assets [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Assets Designated as Hedging Instruments	8	0
Foreign Exchange Contracts [Member] | Long-term accrued liabilities [Member]
Fair values of derivative instruments recorded in Balance Sheet
Derivative Liabilities Designated as Hedging Instruments	$ 0	$ 3

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Acquisition of Oakleaf Global Holdings (Tables)

9 Months Ended

Sep. 30, 2011

Acquisition of Oakleaf Global Holdings (Tables) [Abstract]

Preliminary Purchase Price Allocation

Accounts and other receivables	$	68
Other current assets		28
Property and equipment		77
Goodwill		320
Intangible assets		92
Accounts payable		(80	)
Accrued liabilities		(48	)
Deferred income taxes, net		(13	)
Other liabilities		(12	)
Total purchase price	$	432

Preliminary allocation purchase price intangible assets

The following table presents the preliminary allocation of the purchase price to intangible assets (amounts in millions, except for amortization periods):

			Weighted Average
			Amortization
			Periods
	Amount		(in Years)
Customer relationships	$	74		10.0
Vendor relationships		9		10.0
Trademarks		9		15.0
Total intangible assets subject to amortization	$	92		10.5

Pro forma consolidated results of operations

The following pro forma consolidated results of operations have been prepared as if the acquisition of Oakleaf occurred at January 1, 2010 (in millions, except per share amounts):

					Nine Months
	Three Months				Ended
	Ended September 30,				September 30,
	2011		2010		2011		2010
Operating revenues	$	3,566	$	3,379	$	10,287	$	9,740
Net income attributable to Waste Management, Inc.		272		239		689		660
Basic earnings per common share		0.58		0.50		1.46		1.37
Diluted earnings per common share		0.58		0.50		1.45		1.36

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Fair Value Measurements (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Assets:
Cash equivalents	$ 185	$ 468
Available-for-sale securities	162	148
Interest rate derivatives	75	38
Foreign currency derivatives	8	0
Electricity commodity derivatives	1	0
Total assets	431	654
Liabilities:
Interest rate derivatives	68	24
Electricity commodity derivatives	1	1
Foreign currency derivatives	0	3
Total liabilities	69	28
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Cash equivalents	185	468
Available-for-sale securities	162	148
Interest rate derivatives	0	0
Foreign currency derivatives	0	0
Electricity commodity derivatives	0	0
Total assets	347	616
Quoted Prices in Active Markets (Level 1) [Member]
Liabilities:
Interest rate derivatives	0	0
Electricity commodity derivatives	0	0
Foreign currency derivatives	0	0
Total liabilities	0	0
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Cash equivalents	0	0
Available-for-sale securities	0	0
Interest rate derivatives	75	38
Foreign currency derivatives	8	0
Electricity commodity derivatives	1	0
Total assets	84	38
Significant Other Observable Inputs (Level 2) [Member]
Liabilities:
Interest rate derivatives	68	24
Electricity commodity derivatives	1	1
Foreign currency derivatives	0	3
Total liabilities	69	28
Significant Unobservable Inputs (Level 3) [Member]
Assets:
Cash equivalents	0	0
Available-for-sale securities	0	0
Interest rate derivatives	0	0
Foreign currency derivatives	0	0
Electricity commodity derivatives	0	0
Total assets	0	0
Significant Unobservable Inputs (Level 3) [Member]
Liabilities:
Interest rate derivatives	0	0
Electricity commodity derivatives	0	0
Foreign currency derivatives	0	0
Total liabilities	$ 0	$ 0

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Variable Interest Entities (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended			9 Months Ended			9 Months Ended	1 Months Ended		1 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010	Sep. 30, 2011 Limited Liability Company II [Member]	Sep. 30, 2011 Limited Liability Company II [Member] Limited Liability Company I [Member]	Dec. 31, 2000 Limited Liability Company II [Member] Limited Liability Company I [Member]	Sep. 30, 2011 Limited Liability Company I [Member]	Apr. 30, 2010 Low-Income Housing Properties [Member]	Sep. 30, 2011 Low-Income Housing Properties [Member]	Jan. 30, 2011 Investment in Refined Coal Facility [Member]	Sep. 30, 2011 Investment in Refined Coal Facility [Member]
Variable Interest Entities (Textual) [Abstract]
Percentage of ownership in LLC's						0.25%			0.50%
Percentage of variable interest entities owned by other companies						99.75%			99.50%
Reporting entity percentage of interest in earnings of variable interest entity after achieving targeted returns							80.00%
Other companies percentage of interest in earnings of variable interest entity after achieving targeted returns							20.00%
Noncontrolling interests	$ 337		$ 337		$ 331		$ 248
Value of notes payable included in consideration for investment										215
Cash payments to acquire equity method investment										6		48	48
Investment balance											184		42
Equity method investments debt balance											181
Consolidated variable interest entity carrying amount of asset							310
Total initial investment by other companies								167
Consideration for investment										221
Variable Interest Entities (Additional Details) [Abstract]
Expense recognized for other companies' noncontrolling interests in LLCs earnings	13	13	38	38
Carrying value of restricted trust funds and escrow accounts for which company is the not sole beneficiary specifically for future settlement of landfill and environmental remediation liabilities	$ 108		$ 108
Under the LLC agreements, the LLC shall be dissolved upon the occurrence of any of the following events			(i)A written decision of all members of the LLCs; (ii) December31, 2063; (iii) a court's dissolution of the LLCs; or (iv) the LLCs ceasing to own any interest in the waste-to-energy facilities.

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Acquisition of Oakleaf Global Holdings (Details) (USD $) In Millions	Jul. 28, 2011
Preliminary Purchase Price Allocation
Accounts and other receivables	$ 68
Other current assets	28
Property and equipment	77
Goodwill	320
Intangible assets	92
Accounts payable	(80)
Accrued liabilities	(48)
Deferred income taxes, net	(13)
Other liabilities	(12)
Total Purchase Price	$ 432

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Debt

9 Months Ended

Sep. 30, 2011

Debt [Abstract]

Debt

3.   Debt

The following table summarizes the major components of debt at each balance sheet date (in millions) and provides the maturities and interest rate ranges of each major category as of September 30, 2011:

	September 30,		December 31,
	2011		2010
Revolving credit facility	$	—	$	—
Letter of credit facilities		—		—
Canadian credit facility (weighted average effective interest rate of 2.3% at September 30, 2011 and 2.2% at December 31, 2010)		133		212
Senior notes and debentures, maturing through 2039, interest rates ranging from 2.60% to 7.75% (weighted average interest rate of 6.0% at September 30, 2011 and 6.5% at December 31, 2010)		6,233		5,452
Tax-exempt bonds, maturing through 2041, fixed and variable interest rates ranging from 0.2% to 7.4% (weighted average interest rate of 3.0% at September 30, 2011 and 3.1% at December 31, 2010)		2,751		2,696
Tax-exempt project bonds, maturing through 2029, fixed and variable interest rates ranging from 0.2% to 3.4% (weighted average interest rate of 1.4% at September 30, 2011 and 2.5% at December 31, 2010)		86		116
Capital leases and other, maturing through 2050, interest rates up to 12%		410		431
		9,613		8,907
Current portion of long-term debt		225		233
	$	9,388	$	8,674

Debt Classification

As of September 30, 2011, we had $348 million of debt maturing within the next twelve months, including U.S. $133 million under our Canadian credit facility. We have classified $123 million of these borrowings as long-term as of September 30, 2011 based on our intent and ability to refinance these borrowings on a long-term basis.

Debt Borrowings and Repayments

The significant changes in our debt balances from December 31, 2010 to September 30, 2011 are related to the following:

Canadian credit facility — The decrease in the carrying value is primarily due to $77 million of debt repayments during the nine months ended September 30, 2011.

Senior notes — In February 2011, we issued $400 million of 4.60% senior notes due March 2021. The net proceeds from the debt issuance were $396 million. We used a portion of the proceeds to repay $147 million of 7.65% senior notes that matured in March 2011. In August 2011, we issued $500 million of 2.60% senior notes due September 2016. The net proceeds from the debt issuance were $497 million. A portion of the proceeds was used to repay the $100 million borrowing under our $2.0 billion revolving credit facility incurred in connection with our acquisition of Oakleaf, which is discussed below.

Tax-exempt bonds — We issued $80 million of tax-exempt bonds during the nine months ended September 30, 2011. The proceeds from the issuance of the bonds were deposited directly into a trust fund and may only be used for the specific purpose for which the money was raised. Accordingly, the restricted funds provided by these financing activities have not been included in “New borrowings” in our Condensed Consolidated Statement of Cash Flows. During the nine months ended September 30, 2011, we repaid $25 million of our tax-exempt bonds with available cash.

Tax-exempt project bonds — We repaid $30 million of tax-exempt project bonds with available cash during the nine months ended September 30, 2011.

Capital leases and other — The decrease in our capital leases and other debt obligations is primarily due to the repayment of various borrowings upon their scheduled maturities.

Revolving Credit and Letter of Credit Facilities

As of September 30, 2011, we had an aggregate committed capacity of $2.5 billion for letters of credit under various credit facilities. In May 2011, we amended and restated our $2.0 billion revolving credit facility as a result of changes in market conditions, which significantly reduced the cost of the facility. We also extended the term through May 2016. Our revolving credit facility is our primary source of letter of credit capacity. Our remaining letter of credit capacity is provided under facilities with terms that extend from June 2013 to June 2015. As of September 30, 2011, we had an aggregate of $1.5 billion of letters of credit outstanding under various credit facilities. Approximately $1.0 billion of these letters of credit have been issued under our revolving credit facility. During the third quarter of 2011, we borrowed $100 million under our revolving credit facility in connection with our acquisition of Oakleaf. These borrowings were repaid with proceeds from our August 2011 issuance of senior notes. See Note 10 for additional information related to this acquisition. There were no outstanding borrowings under these credit facilities as of September 30, 2011.

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Derivative Instruments and Hedging Activities (Details 2) (USD $) In Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2011		Sep. 30, 2010		Sep. 30, 2011		Sep. 30, 2010
Impact of periodic settlements of active swap agreements and the impact of terminated swap agreements on our results of operations
Decrease to interest expense due to hedge accounting for interest rate swaps for periodic settlements of active swap agreements	$ 7	[1]	$ 6	[1]	$ 18	[1]	$ 24	[1]
Decrease to interest expense due to hedge accounting for interest rate swaps for terminated swap agreements	2		4		8		15
Total	$ 9		$ 10		$ 26		$ 39

[1] These amounts represent the net of our periodic variable-rate interest obligations and the swap counterparties? fixed-rate interest obligations. Our variable-rate obligations are based on a spread from the three-month LIBOR.

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Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2011

Comprehensive Income (Tables) [Abstract]

Comprehensive Income

Comprehensive income was as follows (in millions):

	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2011			2010			2011			2010
Consolidated net income	$	285		$	258		$	731		$	708
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes		(12	)		(21	)		(25	)		(54	)
Realized (gains) losses on derivative instruments reclassified into earnings, net of taxes		(18	)		10			(9	)		10
Unrealized gains (losses) on marketable securities, net of taxes		(3	)		1			(4	)		1
Foreign currency translation adjustments		(82	)		30			(46	)		20
Change in funded status of post-retirement benefit obligations, net of taxes		—			—			(2	)		(1	)
Other comprehensive income (loss)		(115	)		20			(86	)		(24	)
Comprehensive income		170			278			645			684
Comprehensive income attributable to noncontrolling interests		(13	)		(14	)		(36	)		(36	)
Comprehensive income attributable to Waste Management, Inc.	$	157		$	264		$	609		$	648

Components of accumulated other comprehensive income, which is included as a component of Waste Management, Inc. Stockholders' equity

The components of accumulated other comprehensive income, which is included as a component of Waste Management, Inc. stockholders’ equity, were as follows (in millions):

	September 30,			December 31,
	2011			2010
Accumulated unrealized loss on derivative instruments, net of taxes	$	(67	)	$	(33	)
Accumulated unrealized gain on marketable securities, net of taxes		1			5
Foreign currency translation adjustments		215			261
Funded status of post-retirement benefit obligations, net of taxes		(5	)		(3	)
	$	144		$	230

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Condensed Consolidating Financial Statements (Details 1) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidating Statements of Operations
Operating revenues	$ 3,522	$ 3,235	$ 9,972	$ 9,328
Costs and expenses	2,979	2,691	8,496	7,786
Income from operations	543	544	1,476	1,542
Other income (expense):
Interest income (expense)	(117)	(125)	(352)	(351)
Equity in earnings of subsidiaries, net of taxes	0	0	0	0
Other, net	(5)	(8)	(16)	(14)
Total other income (expense)	(122)	(133)	(368)	(365)
Income before income taxes	421	411	1,108	1,177
Provision for (benefit from) income taxes	136	153	377	469
Consolidated net income	285	258	731	708
Less: Net income attributable to noncontrolling interests	13	14	36	36
Net income attributable to Waste Management, Inc.	272	244	695	672
WM [Member]
Condensed Consolidating Statements of Operations
Operating revenues	0	0	0	0
Costs and expenses	0	0	0	0
Income from operations	0	0	0	0
Other income (expense):
Interest income (expense)	(85)	(88)	(256)	(241)
Equity in earnings of subsidiaries, net of taxes	323	298	850	819
Other, net	0	0	0	0
Total other income (expense)	238	210	594	578
Income before income taxes	238	210	594	578
Provision for (benefit from) income taxes	(34)	(34)	(101)	(94)
Consolidated net income	272	244	695	672
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Waste Management, Inc.	272	244	695	672
WM Holdings [Member]
Condensed Consolidating Statements of Operations
Operating revenues	0	0	0	0
Costs and expenses	0	0	0	0
Income from operations	0	0	0	0
Other income (expense):
Interest income (expense)	(8)	(9)	(25)	(28)
Equity in earnings of subsidiaries, net of taxes	328	303	865	836
Other, net	0	0	0	0
Total other income (expense)	320	294	840	808
Income before income taxes	320	294	840	808
Provision for (benefit from) income taxes	(3)	(4)	(10)	(11)
Consolidated net income	323	298	850	819
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Waste Management, Inc.	323	298	850	819
Non-Guarantor Subsidiaries [Member]
Condensed Consolidating Statements of Operations
Operating revenues	3,522	3,235	9,972	9,328
Costs and expenses	2,979	2,691	8,496	7,786
Income from operations	543	544	1,476	1,542
Other income (expense):
Interest income (expense)	(24)	(28)	(71)	(82)
Equity in earnings of subsidiaries, net of taxes	0	0	0	0
Other, net	(5)	(8)	(16)	(14)
Total other income (expense)	(29)	(36)	(87)	(96)
Income before income taxes	514	508	1,389	1,446
Provision for (benefit from) income taxes	173	191	488	574
Consolidated net income	341	317	901	872
Less: Net income attributable to noncontrolling interests	13	14	36	36
Net income attributable to Waste Management, Inc.	328	303	865	836
Eliminations [Member]
Condensed Consolidating Statements of Operations
Operating revenues	0	0	0	0
Costs and expenses	0	0	0	0
Income from operations	0	0	0	0
Other income (expense):
Interest income (expense)	0	0	0	0
Equity in earnings of subsidiaries, net of taxes	(651)	(601)	(1,715)	(1,655)
Other, net	0	0	0	0
Total other income (expense)	(651)	(601)	(1,715)	(1,655)
Income before income taxes	(651)	(601)	(1,715)	(1,655)
Provision for (benefit from) income taxes	0	0	0	0
Consolidated net income	(651)	(601)	(1,715)	(1,655)
Less: Net income attributable to noncontrolling interests	0	0	0	0
Net income attributable to Waste Management, Inc.	$ (651)	$ (601)	$ (1,715)	$ (1,655)

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value Measurements (Tables) [Abstract]

Fair value of assets and liabilities measured on a recurring basis

Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):

			Fair Value Measurements at
			September 30, 2011 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	185	$	185	$	—	$	—
Available-for-sale securities		162		162		—		—
Interest rate derivatives		75		—		75		—
Foreign currency derivatives		8		—		8		—
Electricity commodity derivatives		1		—		1		—
Total assets	$	431	$	347	$	84	$	—
Liabilities:
Interest rate derivatives	$	68	$	—	$	68	$	—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	69	$	—	$	69	$	—

			Fair Value Measurements at
			December 31, 2010 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	468	$	468	$	—	$	—
Available-for-sale securities		148		148		—		—
Interest rate derivatives		38		—		38		—
Total assets	$	654	$	616	$	38	$	—
Liabilities:
Interest rate derivatives	$	24	$	—	$	24	$	—
Foreign currency derivatives		3		—		3		—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	28	$	—	$	28	$	—

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Derivative Instruments and Hedging Activities (Details 1) (Interest expense [Member], USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Gain (Loss) on Swap [Member]
Impact of changes in the fair value of interest rate swaps and the underlying hedged items on results of operations
Impact of changes in the fair value of interest rate swaps and the underlying hedged items on results of operations	$ 25	$ 10	$ 37	$ 24
Gain (Loss) on Fixed-Rate Debt [Member]
Impact of changes in the fair value of interest rate swaps and the underlying hedged items on results of operations
Impact of changes in the fair value of interest rate swaps and the underlying hedged items on results of operations	$ (25)	$ (10)	$ (37)	$ (24)

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Segment and Related Information (Tables)

9 Months Ended

Sep. 30, 2011

Segment and Related Information (Tables) [Abstract]

Reportable segments

Summarized financial information concerning our reportable segments for the three and nine months ended September 30 is shown in the following table (in millions):

	Gross		Intercompany			Net
	Operating		Operating			Operating		Income from
	Revenues		Revenues			Revenues		Operations
Three Months Ended:
September 30, 2011
Eastern	$	822	$	(139	)	$	683	$	146
Midwest		847		(123	)		724		175
Southern		853		(104	)		749		194
Western		841		(114	)		727		154
Wheelabrator		228		(28	)		200		57
Other		462		(23	)		439		(40	)
		4,053		(531	)		3,522		686
Corporate and Other		—		—			—		(143	)
Total	$	4,053	$	(531	)	$	3,522	$	543
September 30, 2010
Eastern	$	755	$	(132	)	$	623	$	138
Midwest		792		(119	)		673		149
Southern		903		(102	)		801		218
Western		809		(113	)		696		146
Wheelabrator		237		(32	)		205		67
Other		248		(11	)		237		(38	)
		3,744		(509	)		3,235		680
Corporate and Other		—		—			—		(136	)
Total	$	3,744	$	(509	)	$	3,235	$	544
Nine Months Ended:
September 30, 2011
Eastern	$	2,326	$	(387	)	$	1,939	$	407
Midwest		2,403		(355	)		2,048		460
Southern		2,553		(307	)		2,246		579
Western		2,456		(336	)		2,120		436
Wheelabrator		664		(89	)		575		112
Other		1,085		(41	)		1,044		(75	)
		11,487		(1,515	)		9,972		1,919
Corporate and Other		—		—			—		(443	)
Total	$	11,487	$	(1,515	)	$	9,972	$	1,476
September 30, 2010
Eastern	$	2,214	$	(385	)	$	1,829	$	390
Midwest		2,266		(336	)		1,930		372
Southern		2,602		(303	)		2,299		624
Western		2,372		(328	)		2,044		416
Wheelabrator		660		(92	)		568		150
Other		688		(30	)		658		(93	)
		10,802		(1,474	)		9,328		1,859
Corporate and Other		—		—			—		(317	)
Total	$	10,802	$	(1,474	)	$	9,328	$	1,542

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Restructuring

9 Months Ended

Sep. 30, 2011

Restructuring [Abstract]

Restructuring

11.   Restructuring

In July 2011, we took steps to streamline our organization as part of our cost savings programs. This reorganization eliminated over 700 employee positions throughout the Company, including approximately 300 open positions. During the three and nine months ended September 30, 2011, we recognized $14 million of pre-tax restructuring charges related to employee severance and benefit costs associated with this reorganization. The following table summarizes the employee severance and benefit costs and other charges recognized for this restructuring by each of our current reportable segments and our Corporate and Other organization for the three and nine months ended September 30, 2011 (in millions):

Eastern	$	2
Midwest		3
Southern		2
Western		2
Wheelabrator		1
Corporate and Other		5
Total	$	15

Through September 30, 2011, we have paid approximately $4 million of the employee severance and benefit costs incurred as a result of this restructuring.

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Restructuring (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011 Employee	Sep. 30, 2011 Employee LegalMatter
Restructuring (Textual) [Abstract]
Number of employee positions eliminated	700	700
Restructuring Charges [Abstract]
Pre-tax restructuring charges associated with this reorganization related to employee severance and benefit costs	$ 14	$ 14
Employee severance and benefit cost payments through the balance sheet date	$ 4	$ 4
Open Positions [Member]
Restructuring (Textual) [Abstract]
Number of employee positions eliminated		300

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Condensed Consolidating Financial Statements (Details) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2009
Current assets:
Cash and cash equivalents	$ 282	$ 539	$ 550	$ 1,140
Other current assets	2,137	1,943
Total current assets	2,419	2,482
Property and equipment, net	11,911	11,868
Investments in and advances to affiliates	0	0
Other assets	7,722	7,126
Total assets	22,052	21,476
Current liabilities:
Current portion of long-term debt	225	233
Accounts payable and other current liabilities	2,302	2,252
Total current liabilities	2,527	2,485
Long-term debt, less current portion	9,388	8,674
Other liabilities	3,852	3,726
Total liabilities	15,767	14,885
Equity:
Stockholders' equity	5,948	6,260
Noncontrolling interests	337	331
Total equity	6,285	6,591
Total liabilities and equity	22,052	21,476
WM [Member]
Current assets:
Cash and cash equivalents	184	465	457	1,093
Other current assets	2	4
Total current assets	186	469
Property and equipment, net	0	0
Investments in and advances to affiliates	11,664	10,757
Other assets	141	91
Total assets	11,991	11,317
Current liabilities:
Current portion of long-term debt	35	0
Accounts payable and other current liabilities	94	93
Total current liabilities	129	93
Long-term debt, less current portion	5,846	4,951
Other liabilities	68	13
Total liabilities	6,043	5,057
Equity:
Stockholders' equity	5,948	6,260
Noncontrolling interests	0	0
Total equity	5,948	6,260
Total liabilities and equity	11,991	11,317
WM Holdings [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Other current assets	0	1
Total current assets	0	1
Property and equipment, net	0	0
Investments in and advances to affiliates	14,576	13,885
Other assets	12	12
Total assets	14,588	13,898
Current liabilities:
Current portion of long-term debt	0	1
Accounts payable and other current liabilities	5	17
Total current liabilities	5	18
Long-term debt, less current portion	449	596
Other liabilities	0	0
Total liabilities	454	614
Equity:
Stockholders' equity	14,134	13,284
Noncontrolling interests	0	0
Total equity	14,134	13,284
Total liabilities and equity	14,588	13,898
Non-Guarantor Subsidiaries [Member]
Current assets:
Cash and cash equivalents	98	74	93	47
Other current assets	2,135	1,938
Total current assets	2,233	2,012
Property and equipment, net	11,911	11,868
Investments in and advances to affiliates	3,029	2,970
Other assets	7,569	7,023
Total assets	24,742	23,873
Current liabilities:
Current portion of long-term debt	190	232
Accounts payable and other current liabilities	2,203	2,142
Total current liabilities	2,393	2,374
Long-term debt, less current portion	3,093	3,127
Other liabilities	3,784	3,713
Total liabilities	9,270	9,214
Equity:
Stockholders' equity	15,135	14,328
Noncontrolling interests	337	331
Total equity	15,472	14,659
Total liabilities and equity	24,742	23,873
Eliminations [Member]
Current assets:
Cash and cash equivalents	0	0	0	0
Other current assets	0	0
Total current assets	0	0
Property and equipment, net	0	0
Investments in and advances to affiliates	(29,269)	(27,612)
Other assets	0	0
Total assets	(29,269)	(27,612)
Current liabilities:
Current portion of long-term debt	0	0
Accounts payable and other current liabilities	0	0
Total current liabilities	0	0
Long-term debt, less current portion	0	0
Other liabilities	0	0
Total liabilities	0	0
Equity:
Stockholders' equity	(29,269)	(27,612)
Noncontrolling interests	0	0
Total equity	(29,269)	(27,612)
Total liabilities and equity	$ (29,269)	$ (27,612)

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Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2011

Derivative Instruments and Hedging Activities [Abstract]

Derivative Instruments and Hedging Activities

4.   Derivative Instruments and Hedging Activities

The following table summarizes the fair values of derivative instruments recorded in our Condensed Consolidated Balance Sheet (in millions):

		September 30,		December 31,
Derivatives Designated as Hedging Instruments	Balance Sheet Location	2011		2010
Interest rate contracts	Current other assets	$	—	$	1
Electricity commodity contracts	Current other assets		1		—
Interest rate contracts	Long-term other assets		75		37
Foreign exchange contracts	Long-term other assets		8		—
Total derivative assets		$	84	$	38
Interest rate contracts	Current accrued liabilities	$	—	$	11
Electricity commodity contracts	Current accrued liabilities		1		1
Interest rate contracts	Long-term accrued liabilities		68		13
Foreign exchange contracts	Long-term accrued liabilities		—		3
Total derivative liabilities		$	69	$	28

We have not offset fair value amounts recognized for our derivative instruments. For information related to the methods used to measure our derivative assets and liabilities at fair value, refer to Note 13.

Interest Rate Derivatives

Interest Rate Swaps

We use interest rate swaps to maintain a portion of our debt obligations at variable market interest rates. As of September 30, 2011, we had approximately $6.1 billion in fixed-rate senior notes outstanding compared with $5.4 billion as of December 31, 2010. As of September 30, 2011, the interest payments on $1 billion, or 16%, of these senior notes have been swapped to variable interest rates to protect the debt against changes in fair value due to changes in benchmark interest rates, compared with $500 million, or 9%, as of December 31, 2010. The increase in the notional amount of our interest rate swaps from December 31, 2010 to September 30, 2011 was due to the execution of $600 million of interest rate swaps in March 2011 partially offset by the scheduled maturity of $100 million of interest rate swaps in March 2011.

We have designated our interest rate swaps as fair value hedges of our fixed-rate senior notes. Fair value hedge accounting for interest rate swap contracts has increased the carrying value of our debt instruments by $108 million as of September 30, 2011 and $79 million as of December 31, 2010.

Gains or losses on the derivatives as well as the offsetting losses or gains on the hedged items attributable to our interest rate swaps are recognized in current earnings. We include gains and losses on our interest rate swaps as adjustments to interest expense, which is the same financial statement line item where offsetting gains and losses on the related hedged items are recorded. The following table summarizes the fair value adjustments from interest rate swaps and the underlying hedged items on our results of operations (in millions):

Three Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	25	$	(25	)
	2010	Interest expense	$	10	$	(10	)

Nine Months		Statement of Operations	Gain (Loss) on		Gain (Loss) on
Ended September 30,		Classification	Swap		Fixed-Rate Debt
	2011	Interest expense	$	37	$	(37	)
	2010	Interest expense	$	24	$	(24	)

We also recognize the impacts of (i) net periodic settlements of current interest on our active interest rate swaps and (ii) the amortization of previously terminated interest rate swap agreements as adjustments to interest expense. The following table summarizes the impact of periodic settlements of active swap agreements and the impact of terminated swap agreements on our results of operations (in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
Decrease to Interest Expense Due to Hedge Accounting for Interest Rate Swaps	2011		2010		2011		2010
Periodic settlements of active swap agreements(a)	$	7	$	6	$	18	$	24
Terminated swap agreements		2		4		8		15
	$	9	$	10	$	26	$	39

(a) These amounts represent the net of our periodic variable-rate interest obligations and the swap counterparties’ fixed-rate interest obligations. Our variable-rate obligations are based on a spread from the three-month LIBOR.

Forward-Starting Interest Rate Swaps

In 2009, we entered into forward-starting interest rate swaps with a total notional value of $525 million to hedge the risk of changes in semi-annual interest payments due to fluctuations in the forward ten-year LIBOR swap rate for anticipated fixed-rate debt issuances in 2011, 2012 and 2014. We designated these forward-starting interest rate swaps as cash flow hedges.

During the first quarter of 2011, $150 million of these forward-starting interest rate swaps were terminated contemporaneously with the actual issuance of senior notes in February 2011, and we paid cash of $9 million to settle the liability related to these swap agreements. The ineffectiveness recognized upon termination of the hedges was immaterial and the related deferred loss continues to be recognized as a component of “Accumulated other comprehensive income.” The deferred loss is being amortized as an increase to interest expense over the ten-year life of the senior notes issued in February 2011 using the effective interest method. The incremental interest expense associated with these forward-starting interest rate swaps was immaterial during the three and nine months ended September 30, 2011. As of September 30, 2011, the amount scheduled to be reclassified as an increase to interest expense over the next twelve months is immaterial.

The forward-starting interest rate swaps outstanding as of September 30, 2011 relate to anticipated debt issuances in November 2012 and March 2014. As of September 30, 2011, the fair value of these active interest rate derivatives was comprised of $68 million of long-term liabilities compared with $13 million of long-term liabilities as of December 31, 2010.

We recognized pre-tax and after-tax losses of $46 million and $28 million, respectively, to other comprehensive income for changes in the fair value of our forward-starting interest rate swaps during the three months ended September 30, 2011 and $53 million and $33 million, respectively, during the nine months ended September 30, 2011. We recognized pre-tax and after-tax losses of $22 million and $13 million, respectively, to other comprehensive income for changes in the fair value of our forward-starting interest rate swaps during the three months ended September 30, 2010 and $68 million and $41 million, respectively, during the nine months ended September 30, 2010. There was no significant ineffectiveness associated with these hedges during the three and nine months ended September 30, 2011 or 2010.

Treasury Rate Locks

In prior years, we used Treasury rate locks to secure underlying interest rates in anticipation of senior note issuances. These cash flow hedging agreements resulted in deferred losses, net of taxes, of $13 million at September 30, 2011 and $16 million at December 31, 2010, which are included in “Accumulated other comprehensive income.” These deferred losses are reclassified as an increase to interest expense over the life of the related senior note issuances, which extend through 2032. Pre-tax and after-tax amounts of $2 million and $1 million, respectively, for the three-month periods ended September 30, 2011 and September 30, 2010, and pre-tax and after-tax amounts of $6 million and $3 million, respectively, for the nine-month periods ended September 30, 2011 and September 30, 2010, were reclassified out of accumulated other comprehensive income and into interest expense. As of September 30, 2011, $7 million (on a pre-tax basis) is scheduled to be reclassified as an increase to interest expense over the next twelve months.

Credit-Risk-Related Contingent Features

Certain of our interest rate derivative instruments contain provisions related to the Company’s credit rating. If the Company’s credit rating were to fall to specified levels below investment grade, the counterparties have the ability to terminate the derivative agreements, resulting in settlement of all affected transactions. As of September 30, 2011, we had not experienced any credit events that would trigger these provisions, nor did we have any derivative instruments with credit-risk-related contingent features that were in a net liability position.

Foreign Currency Derivatives

We use foreign currency exchange rate derivatives to hedge our exposure to fluctuations in exchange rates for anticipated intercompany cash transactions between Waste Management Holdings, Inc., a wholly-owned subsidiary (“WM Holdings”), and its Canadian subsidiaries. As of September 30, 2011, we had foreign currency forward contracts outstanding for all of the anticipated cash flows associated with a debt arrangement between these wholly-owned subsidiaries. The hedged cash flows include C$370 million of principal, which is scheduled for payment on October 31, 2013, and interest payments scheduled as follows: C$10 million on November 30, 2011, C$11 million on November 30, 2012 and C$10 million on October 31, 2013. We designated our foreign currency derivatives as cash flow hedges.

Gains or losses on the underlying hedged items attributable to foreign currency exchange risk are recognized in current earnings. The gains or losses on our foreign currency forward contracts that are reclassified out of accumulated other comprehensive income are recognized as adjustments to other income and expense, which is the same financial statement line item where offsetting gains or losses on the related hedged items are recorded. The following table summarizes the pre-tax impacts of our foreign currency cash flow derivatives on our comprehensive income and results of operations (in millions):

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Three Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	25		Other income (expense)	$	33
	2010	$	(12	)	Other income (expense)	$	(12	)

						Derivative Gain or
		Derivative Gain or				(Loss) Reclassified
		(Loss) Recognized				from AOCI into
Nine Months		in OCI			Statement of Operations	Income
Ended September 30,		(Effective Portion)			Classification	(Effective Portion)
	2011	$	11		Other income (expense)	$	21
	2010	$	(7	)	Other income (expense)	$	(7	)

Amounts reported in other comprehensive income and accumulated other comprehensive income are reported net of tax. Adjustments to other comprehensive income for changes in the fair value of our foreign currency cash flow hedges resulted in the recognition of after-tax gains of $15 million and $7 million during the three and nine months ended September 30, 2011, respectively, as compared with the recognition of after-tax losses of $7 million and $4 million during the three and nine months ended September 30, 2010, respectively. After-tax adjustments for the reclassification of gains from accumulated other comprehensive income into income were $20 million and $13 million during the three and nine months ended September 30, 2011, respectively. After-tax adjustments for the reclassification of losses from accumulated other comprehensive income into income were $7 million and $4 million during the three and nine months ended September 30, 2010, respectively. There was no significant ineffectiveness associated with these hedges during the three and nine months ended September 30, 2011 or 2010.

Electricity Commodity Derivatives

As a result of the expiration of certain long-term electricity contracts at our waste-to-energy facilities, we use short-term “receive fixed, pay variable” electricity commodity swaps to mitigate the variability in our revenues and cash flows caused by fluctuations in the market prices for electricity. We hedged 672,360 megawatt hours, or approximately 26%, of our Wheelabrator Group’s full year 2010 merchant electricity sales, and the swaps executed through September 30, 2011 are expected to hedge about 1.6 million megawatt hours, or 49%, of the Group’s full year 2011 merchant electricity sales. For the three-month periods ended September 30, 2011 and 2010, we hedged 46% and 22%, respectively, of our merchant electricity sales. For the nine-month periods ended September 30, 2011 and 2010, we hedged 49% and 24%, respectively, of our merchant electricity sales. There was no significant ineffectiveness associated with these cash flow hedges and all financial statement impacts associated with these derivatives were immaterial for the three and nine-month periods ended September 30, 2011 and 2010.

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Variable Interest Entities

9 Months Ended

Sep. 30, 2011

Variable Interest Entities [Abstract]

Variable Interest Entities

14.   Variable Interest Entities

Following is a description of our financial interests in variable interest entities that we consider significant, including (i) those for which we have determined that we are the primary beneficiary of the entity and, therefore, have consolidated the entities into our financial statements; and (ii) those that represent a significant interest in an unconsolidated entity.

Consolidated Variable Interest Entities

Waste-to-Energy LLCs — In June 2000, two limited liability companies were established to purchase interests in existing leveraged lease financings at three waste-to-energy facilities that we lease, operate and maintain. We own a 0.5% interest in one of the LLCs (“LLC I”) and a 0.25% interest in the second LLC (“LLC II”). John Hancock Life Insurance Company (“Hancock”) owns 99.5% of LLC I and 99.75% of LLC II is owned by LLC I and the CIT Group (“CIT”). In 2000, Hancock and CIT made an initial investment of $167 million in the LLCs, which was used to purchase the three waste-to-energy facilities and assume the seller’s indebtedness. Under the LLC agreements, the LLCs shall be dissolved upon the occurrence of any of the following events: (i) a written decision of all members of the LLCs; (ii) December 31, 2063; (iii) a court’s dissolution of the LLCs; or (iv) the LLCs ceasing to own any interest in the waste-to-energy facilities.

Income, losses and cash flows of the LLCs are allocated to the members based on their initial capital account balances until Hancock and CIT achieve targeted returns; thereafter, we will receive 80% of the earnings of each of the LLCs and Hancock and CIT will be allocated the remaining 20% proportionate to their respective ownership interests. All capital allocations made through September 30, 2011 have been based on initial capital account balances as the target returns have not yet been achieved.

Our obligations associated with our interests in the LLCs are primarily related to the lease of the facilities. In addition to our minimum lease payment obligations, we are required to make cash payments to the LLCs for differences between fair market rents and our minimum lease payments. These payments are subject to adjustment based on factors that include the fair market value of rents for the facilities and lease payments made through the re-measurement dates. In addition, we may also be required under certain circumstances to make capital contributions to the LLCs based on differences between the fair market value of the facilities and defined termination values as provided for in the underlying lease agreements, although we believe the likelihood of the occurrence of these circumstances is remote.

We have determined that we are the primary beneficiary of the LLCs and consolidate these entities in our Consolidated Financial Statements because (i) all of the equity owners of the LLCs are considered related parties for purposes of applying this accounting guidance; (ii) the equity owners share power over the significant activities of the LLCs; and (iii) we are the entity within the related party group whose activities are most closely associated with the LLCs.

As of September 30, 2011, our Condensed Consolidated Balance Sheet includes $310 million of net property and equipment associated with the LLCs’ waste-to-energy facilities and $248 million in noncontrolling interests associated with Hancock’s and CIT’s interests in the LLCs. As of September 30, 2011, all debt obligations of the LLCs have been paid in full and, therefore, the LLCs have no liabilities. We recognized reductions in earnings of $13 million and $38 million for the three and nine months ended September 30, 2011 and 2010, respectively, for Hancock’s and CIT’s noncontrolling interests in the LLCs’ earnings. The LLCs’ earnings relate to the rental income generated from leasing the facilities to our subsidiaries, reduced by depreciation expense. The LLCs’ rental income is eliminated in WM’s consolidation.

Significant Unconsolidated Variable Interest Entities

Investment in Refined Coal Facility — In January 2011, we acquired a noncontrolling interest in a limited liability company, which was established to invest in and manage a refined coal facility. Along with the other equity investor, we support the operations of the entity in exchange for a pro-rata share of the tax credits it generates. Our initial consideration for this investment consisted of a cash payment of $48 million. At September 30, 2011, our investment balance was $42 million, representing our current maximum pre-tax exposure to loss. Under the terms and conditions of the transaction, we do not believe that we have any material exposure to loss. Future contributions will commence once certain levels of tax credits have been generated and will continue through the expiration of the tax credits under Section 45 of the Internal Revenue Code, which occurs at the end of 2019. We are only obligated to make future contributions to the extent tax credits are generated. We determined that we are not the primary beneficiary of this entity as we do not have the power to individually direct the entity’s activities. Accordingly, we account for this investment under the equity method of accounting and do not consolidate the entity. Additional information related to this investment is discussed in Note 5.

Investment in Federal Low-income Housing Tax Credits — In April 2010, we acquired a noncontrolling interest in a limited liability company established to invest in and manage low-income housing properties. We support the operations of the entity in exchange for a pro-rata share of the tax credits it generates. Our target return on the investment is guaranteed and, therefore, we do not believe that we have any material exposure to loss. Our consideration for this investment totaled $221 million, which was comprised of a $215 million note payable and an initial cash payment of $6 million. At September 30, 2011, our investment balance was $184 million and our debt balance was $181 million. We determined that we are not the primary beneficiary of this entity as we do not have the power to individually direct the entity’s activities. Accordingly, we account for this investment under the equity method of accounting and do not consolidate the entity. Additional information related to this investment is discussed in Note 5.

Trusts for Final Capping, Closure, Post-Closure or Environmental Remediation Obligations — We have significant financial interests in trust funds that were created to settle certain of our final capping, closure, post-closure or environmental remediation obligations. We have determined that we are not the primary beneficiary of certain of these trust funds because power over the trusts’ significant activities is shared.

Our interests in these variable interest entities are accounted for as equity investments in unconsolidated entities and receivables. These amounts are recorded in “Other receivables” and as long-term “Other assets” in our Condensed Consolidated Balance Sheet. Our investments and receivables related to the trusts had an aggregate carrying value of $108 million as of September 30, 2011. We reflect our interests in the unrealized gains and losses on marketable securities held by these trusts as a component of “Accumulated other comprehensive income.”

As the party with primary responsibility to fund the related final capping, closure, post-closure or environmental remediation activities, we are exposed to risk of loss as a result of potential changes in the fair value of the assets of the trust. The fair value of trust assets can fluctuate due to (i) changes in the market value of the investments held by the trusts and (ii) credit risk associated with trust receivables. Although we are exposed to changes in the fair value of the trust assets, we currently expect the trust funds to continue to meet the statutory requirements for which they were established.

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Condensed Consolidating Financial Statements (Details 2) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Consolidated net income	$ 285	$ 258	$ 731	$ 708
Equity in earnings of subsidiaries, net of taxes			0	0
Other adjustments			1,006	945
Net cash provided by (used in) operating activities			1,737	1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired			(645)	(343)
Capital expenditures			(909)	(737)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets			22	36
Net receipts from restricted trust and escrow accounts and other, net			(3)	(131)
Net cash provided by (used in) investing activities			(1,535)	(1,175)
Cash flows from financing activities:
New borrowings			1,001	775
Debt repayments			(425)	(932)
Common stock repurchases			(528)	(443)
Cash dividends			(481)	(454)
Exercise of common stock options			40	28
Distributions paid to noncontrolling interests and other			(66)	(43)
(Increase) decrease in intercompany and investments, net			0	0
Net cash provided by (used in) financing activities			(459)	(1,069)
Effect of exchange rate changes on cash and cash equivalents			0	1
Increase (decrease) in cash and cash equivalents			(257)	(590)
Cash and cash equivalents at beginning of period			539	1,140
Cash and cash equivalents at end of period	282	550	282	550
WM [Member]
Cash flows from operating activities:
Consolidated net income	272	244	695	672
Equity in earnings of subsidiaries, net of taxes			(850)	(819)
Other adjustments			8	12
Net cash provided by (used in) operating activities			(147)	(135)
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired			0	0
Capital expenditures			0	0
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets			0	0
Net receipts from restricted trust and escrow accounts and other, net			(5)	(2)
Net cash provided by (used in) investing activities			(5)	(2)
Cash flows from financing activities:
New borrowings			893	592
Debt repayments			0	(617)
Common stock repurchases			(528)	(443)
Cash dividends			(481)	(454)
Exercise of common stock options			40	28
Distributions paid to noncontrolling interests and other			(10)	(10)
(Increase) decrease in intercompany and investments, net			(43)	405
Net cash provided by (used in) financing activities			(129)	(499)
Effect of exchange rate changes on cash and cash equivalents			0	0
Increase (decrease) in cash and cash equivalents			(281)	(636)
Cash and cash equivalents at beginning of period			465	1,093
Cash and cash equivalents at end of period	184	457	184	457
WM Holdings [Member]
Cash flows from operating activities:
Consolidated net income	323	298	850	819
Equity in earnings of subsidiaries, net of taxes			(865)	(836)
Other adjustments			(11)	(13)
Net cash provided by (used in) operating activities			(26)	(30)
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired			0	0
Capital expenditures			0	0
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets			0	0
Net receipts from restricted trust and escrow accounts and other, net			0	0
Net cash provided by (used in) investing activities			0	0
Cash flows from financing activities:
New borrowings			0	0
Debt repayments			(147)	(35)
Common stock repurchases			0	0
Cash dividends			0	0
Exercise of common stock options			0	0
Distributions paid to noncontrolling interests and other			0	0
(Increase) decrease in intercompany and investments, net			173	65
Net cash provided by (used in) financing activities			26	30
Effect of exchange rate changes on cash and cash equivalents			0	0
Increase (decrease) in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	0	0	0	0
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Consolidated net income	341	317	901	872
Equity in earnings of subsidiaries, net of taxes			0	0
Other adjustments			1,009	946
Net cash provided by (used in) operating activities			1,910	1,818
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired			(645)	(343)
Capital expenditures			(909)	(737)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets			22	36
Net receipts from restricted trust and escrow accounts and other, net			2	(129)
Net cash provided by (used in) investing activities			(1,530)	(1,173)
Cash flows from financing activities:
New borrowings			108	183
Debt repayments			(278)	(280)
Common stock repurchases			0	0
Cash dividends			0	0
Exercise of common stock options			0	0
Distributions paid to noncontrolling interests and other			(56)	(33)
(Increase) decrease in intercompany and investments, net			(130)	(470)
Net cash provided by (used in) financing activities			(356)	(600)
Effect of exchange rate changes on cash and cash equivalents			0	1
Increase (decrease) in cash and cash equivalents			24	46
Cash and cash equivalents at beginning of period			74	47
Cash and cash equivalents at end of period	98	93	98	93
Eliminations [Member]
Cash flows from operating activities:
Consolidated net income	(651)	(601)	(1,715)	(1,655)
Equity in earnings of subsidiaries, net of taxes			1,715	1,655
Other adjustments			0	0
Net cash provided by (used in) operating activities			0	0
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired			0	0
Capital expenditures			0	0
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets			0	0
Net receipts from restricted trust and escrow accounts and other, net			0	0
Net cash provided by (used in) investing activities			0	0
Cash flows from financing activities:
New borrowings			0	0
Debt repayments			0	0
Common stock repurchases			0	0
Cash dividends			0	0
Exercise of common stock options			0	0
Distributions paid to noncontrolling interests and other			0	0
(Increase) decrease in intercompany and investments, net			0	0
Net cash provided by (used in) financing activities			0	0
Effect of exchange rate changes on cash and cash equivalents			0	0
Increase (decrease) in cash and cash equivalents			0	0
Cash and cash equivalents at beginning of period			0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0	$ 0

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Debt (Details Textual) (USD $)	3 Months Ended	9 Months Ended		3 Months Ended		9 Months Ended			9 Months Ended		9 Months Ended		9 Months Ended		3 Months Ended	9 Months Ended
	Mar. 31, 2011	Sep. 30, 2011	Feb. 28, 2011 4.60% senior notes due March 2021 [Member]	Mar. 31, 2011 7.65% senior notes [Member]	Aug. 31, 2011 2.60% Senior Notes due September 2016 [Member]	Sep. 30, 2011 Capital leases and other [Member]	Sep. 30, 2011 Senior notes and debentures [Member]	Dec. 31, 2010 Senior notes and debentures [Member]	Sep. 30, 2011 Tax exempt project bonds [Member]	Dec. 31, 2010 Tax exempt project bonds [Member]	Sep. 30, 2011 Tax exempt bonds [Member]	Dec. 31, 2010 Tax exempt bonds [Member]	Sep. 30, 2011 Canadian credit facility [Member]	Dec. 31, 2010 Canadian credit facility [Member]	Sep. 30, 2011 Revolving Credit Facility [Member]	Sep. 30, 2011 Revolving Credit Facility [Member]	Sep. 30, 2011 Letter of Credit [Member]
Debt (Textual) [Abstract]
Weighted average interest rate							6.00%	6.50%	1.40%	2.50%	3.00%	3.10%
Interest rate upper range						0.12	0.0775		0.034		0.074
Interest rate lower range							0.0260		0.002		0.002
Issuance of senior notes			$ 400,000,000		$ 500,000,000
Repayment of senior notes matured				147,000,000
Repayment under revolving credit facility															100,000,000
Borrowing under revolving credit facility															100,000,000
Interest rate of Senior notes			4.60%	7.65%	2.60%
Debt maturing within twelve months, total		348,000,000											133,000,000
Start period of maturity for debt instruments																	2013
End period of maturity for debt instruments						2050	2039		2029		2041					2016	2015
Weighted average effective interest rate													2.30%	2.20%
Net Repayment of Canadian credit facility debt													77,000,000
Revolving credit facility, total capacity															2,000,000,000	2,000,000,000
Debt (Additional) (Textual) [Abstract]
Debt maturing within 12 months classified as long-term		123,000,000
Issuance of tax exempt bonds		80,000,000
Repayment of tax-exempt bonds		25,000,000
Repayment of tax-exempt project bonds		30,000,000
Letter of credit outstanding, revolving credit and letter of credit facilities		1,500,000,000
Proceeds from the debt issuance	396,000,000	497,000,000
Revolving credit and credit facilities, aggregate capacity		2,500,000,000
Letter of credit outstanding, revolving credit facility		$ 1,000,000

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2011

Earnings Per Share (Tables) [Abstract]

Common share data used for computing the basic and diluted earnings per share

Basic and diluted earnings per share were computed using the following common share data (shares in millions):

	Three Months				Nine Months
	Ended September 30,				Ended September 30,
	2011		2010		2011		2010
Number of common shares outstanding at end of period		461.2		475.7		461.2		475.7
Effect of using weighted average common shares outstanding		7.1		1.6		11.5		6.0
Weighted average basic common shares outstanding		468.3		477.3		472.7		481.7
Dilutive effect of equity-based compensation awards and other contingently issuable shares		1.4		3.7		1.8		3.2
Weighted average diluted common shares outstanding		469.7		481.0		474.5		484.9
Potentially issuable shares		17.3		14.7		17.3		14.7
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		9.9		0.2		6.4		0.2

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Consolidated net income	$ 731	$ 708
Adjustments to reconcile consolidated net income to net cash provided by operating activities:
Depreciation and amortization	935	917
Deferred income tax provision	48	95
Interest accretion on landfill liabilities	62	61
Interest accretion on and discount rate adjustments to environmental remediation liabilities and recovery assets	21	17
Provision for bad debts	29	29
Equity-based compensation expense	38	28
Net gain on disposal of assets	(13)	(16)
Excess tax benefits associated with equity-based transactions	(7)	(4)
Effect of (income) expense from divestitures, asset impairments and unusual items	6	(1)
Equity in net losses of unconsolidated entities, net of dividends	20	14
Change in operating assets and liabilities, net of effects of acquisitions and divestitures:
Receivables	(146)	(159)
Other current assets	(25)	38
Other assets	35	(4)
Accounts payable and accrued liabilities	96	(62)
Deferred revenues and other liabilities	(93)	(8)
Net cash provided by operating activities	1,737	1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired	(645)	(343)
Capital expenditures	(909)	(737)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets	22	36
Net receipts from restricted trust and escrow accounts	74	36
Investments in unconsolidated entities	(92)	(162)
Other	15	(5)
Net cash used in investing activities	(1,535)	(1,175)
Cash flows from financing activities:
New borrowings	1,001	775
Debt repayments	(425)	(932)
Common stock repurchases	(528)	(443)
Cash dividends	(481)	(454)
Exercise of common stock options	40	28
Excess tax benefits associated with equity-based transactions	7	4
Distributions paid to noncontrolling interests	(30)	(30)
Other	(43)	(17)
Net cash used in financing activities	(459)	(1,069)
Effect of exchange rate changes on cash and cash equivalents	0	1
Decrease in cash and cash equivalents	(257)	(590)
Cash and cash equivalents at beginning of period	539	1,140
Cash and cash equivalents at end of period	$ 282	$ 550

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Condensed Consolidating Financial Statements

9 Months Ended

Sep. 30, 2011

Condensed Consolidating Financial Statements [Abstract]

Condensed Consolidating Financial Statements

15.   Condensed Consolidating Financial Statements

WM Holdings has fully and unconditionally guaranteed all of WM’s senior indebtedness. WM has fully and unconditionally guaranteed all of WM Holdings’ senior indebtedness. None of WM’s other subsidiaries have guaranteed any of WM’s or WM Holdings’ debt. As a result of these guarantee arrangements, we are required to present the following condensed consolidating financial information (in millions):

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2011

(Unaudited)

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	184	$	—	$	98	$	—		$	282
Other current assets		2		—		2,135		—			2,137
		186		—		2,233		—			2,419
Property and equipment, net		—		—		11,911		—			11,911
Investments in and advances to affiliates		11,664		14,576		3,029		(29,269	)		—
Other assets		141		12		7,569		—			7,722
Total assets	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	35	$	—	$	190	$	—		$	225
Accounts payable and other current liabilities		94		5		2,203		—			2,302
		129		5		2,393		—			2,527
Long-term debt, less current portion		5,846		449		3,093		—			9,388
Other liabilities		68		—		3,784		—			3,852
Total liabilities		6,043		454		9,270		—			15,767
Equity:
Stockholders’ equity		5,948		14,134		15,135		(29,269	)		5,948
Noncontrolling interests		—		—		337		—			337
		5,948		14,134		15,472		(29,269	)		6,285
Total liabilities and equity	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052

December 31, 2010

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	465	$	—	$	74	$	—		$	539
Other current assets		4		1		1,938		—			1,943
		469		1		2,012		—			2,482
Property and equipment, net		—		—		11,868		—			11,868
Investments in and advances to affiliates		10,757		13,885		2,970		(27,612	)		—
Other assets		91		12		7,023		—			7,126
Total assets	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	1	$	232	$	—		$	233
Accounts payable and other current liabilities		93		17		2,142		—			2,252
		93		18		2,374		—			2,485
Long-term debt, less current portion		4,951		596		3,127		—			8,674
Other liabilities		13		—		3,713		—			3,726
Total liabilities		5,057		614		9,214		—			14,885
Equity:
Stockholders’ equity		6,260		13,284		14,328		(27,612	)		6,260
Noncontrolling interests		—		—		331		—			331
		6,260		13,284		14,659		(27,612	)		6,591
Total liabilities and equity	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2011

(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,522		$	—		$	3,522
Costs and expenses		—			—			2,979			—			2,979
Income from operations		—			—			543			—			543
Other income (expense):
Interest income (expense)		(85	)		(8	)		(24	)		—			(117	)
Equity in earnings of subsidiaries, net of taxes		323			328			—			(651	)		—
Other, net		—			—			(5	)		—			(5	)
		238			320			(29	)		(651	)		(122	)
Income before income taxes		238			320			514			(651	)		421
Provision for (benefit from) income taxes		(34	)		(3	)		173			—			136
Consolidated net income		272			323			341			(651	)		285
Less: Net income attributable to noncontrolling interests		—			—			13			—			13
Net income attributable to Waste Management, Inc.	$	272		$	323		$	328		$	(651	)	$	272

Three Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,235		$	—		$	3,235
Costs and expenses		—			—			2,691			—			2,691
Income from operations		—			—			544			—			544
Other income (expense):
Interest income (expense)		(88	)		(9	)		(28	)		—			(125	)
Equity in earnings of subsidiaries, net of taxes		298			303			—			(601	)		—
Other, net		—			—			(8	)		—			(8	)
		210			294			(36	)		(601	)		(133	)
Income before income taxes		210			294			508			(601	)		411
Provision for (benefit from) income taxes		(34	)		(4	)		191			—			153
Consolidated net income		244			298			317			(601	)		258
Less: Net income attributable to noncontrolling interests		—			—			14			—			14
Net income attributable to Waste Management, Inc.	$	244		$	298		$	303		$	(601	)	$	244

Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,972		$	—		$	9,972
Costs and expenses		—			—			8,496			—			8,496
Income from operations		—			—			1,476			—			1,476
Other income (expense):
Interest income (expense)		(256	)		(25	)		(71	)		—			(352	)
Equity in earnings of subsidiaries, net of taxes		850			865			—			(1,715	)		—
Other, net		—			—			(16	)		—			(16	)
		594			840			(87	)		(1,715	)		(368	)
Income before income taxes		594			840			1,389			(1,715	)		1,108
Provision for (benefit from) income taxes		(101	)		(10	)		488			—			377
Consolidated net income		695			850			901			(1,715	)		731
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	695		$	850		$	865		$	(1,715	)	$	695

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,328		$	—		$	9,328
Costs and expenses		—			—			7,786			—			7,786
Income from operations		—			—			1,542			—			1,542
Other income (expense):
Interest income (expense)		(241	)		(28	)		(82	)		—			(351	)
Equity in earnings of subsidiaries, net of taxes		819			836			—			(1,655	)		—
Other, net		—			—			(14	)		—			(14	)
		578			808			(96	)		(1,655	)		(365	)
Income before income taxes		578			808			1,446			(1,655	)		1,177
Provision for (benefit from) income taxes		(94	)		(11	)		574			—			469
Consolidated net income		672			819			872			(1,655	)		708
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	672		$	819		$	836		$	(1,655	)	$	672

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	695		$	850		$	901		$	(1,715	)	$	731
Equity in earnings of subsidiaries, net of taxes		(850	)		(865	)		—			1,715			—
Other adjustments		8			(11	)		1,009			—			1,006
Net cash provided by (used in) operating activities		(147	)		(26	)		1,910			—			1,737
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(645	)		—			(645	)
Capital expenditures		—			—			(909	)		—			(909	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			22			—			22
Net receipts from restricted trust and escrow accounts and other, net		(5	)		—			2			—			(3	)
Net cash used in investing activities		(5	)		—			(1,530	)		—			(1,535	)
Cash flows from financing activities:
New borrowings		893			—			108			—			1,001
Debt repayments		—			(147	)		(278	)		—			(425	)
Common stock repurchases		(528	)		—			—			—			(528	)
Cash dividends		(481	)		—			—			—			(481	)
Exercise of common stock options		40			—			—			—			40
Distributions paid to noncontrolling interests and other		(10	)		—			(56	)		—			(66	)
(Increase) decrease in intercompany and investments, net		(43	)		173			(130	)		—			—
Net cash provided by (used in) financing activities		(129	)		26			(356	)		—			(459	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			—
Increase (decrease) in cash and cash equivalents		(281	)		—			24			—			(257	)
Cash and cash equivalents at beginning of period		465			—			74			—			539
Cash and cash equivalents at end of period	$	184		$	—		$	98		$	—		$	282

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	672		$	819		$	872		$	(1,655	)	$	708
Equity in earnings of subsidiaries, net of taxes		(819	)		(836	)		—			1,655			—
Other adjustments		12			(13	)		946			—			945
Net cash provided by (used in) operating activities		(135	)		(30	)		1,818			—			1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(343	)		—			(343	)
Capital expenditures		—			—			(737	)		—			(737	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			36			—			36
Net receipts from restricted trust and escrow accounts and other, net		(2	)		—			(129	)		—			(131	)
Net cash used in investing activities		(2	)		—			(1,173	)		—			(1,175	)
Cash flows from financing activities:
New borrowings		592			—			183			—			775
Debt repayments		(617	)		(35	)		(280	)		—			(932	)
Common stock repurchases		(443	)		—			—			—			(443	)
Cash dividends		(454	)		—			—			—			(454	)
Exercise of common stock options		28			—			—			—			28
Distributions paid to noncontrolling interests and other		(10	)		—			(33	)		—			(43	)
(Increase) decrease in intercompany and investments, net		405			65			(470	)		—			—
Net cash provided by (used in) financing activities		(499	)		30			(600	)		—			(1,069	)
Effect of exchange rate changes on cash and cash equivalents		—			—			1			—			1
Increase (decrease) in cash and cash equivalents		(636	)		—			46			—			(590	)
Cash and cash equivalents at beginning of period		1,093			—			47			—			1,140
Cash and cash equivalents at end of period	$	457		$	—		$	93		$	—		$	550

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Derivative Instruments and Hedging Activities (Details Textual)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Sep. 30, 2010 USD ($)	Sep. 30, 2011 USD ($)	Sep. 30, 2010 USD ($)	Dec. 31, 2011 MW	Dec. 31, 2010 MW	Oct. 31, 2013 CAD	Nov. 30, 2012 CAD	Nov. 30, 2011 CAD	Dec. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)
Derivative Instruments and Hedging Activities (Textual) [Abstract]
Deferred losses related to Treasury rate locks reclassified out of accumulated other comprehensive income into interest expense, after tax	$ 1,000,000		$ 1,000,000	$ 3,000,000	$ 3,000,000
Deferred losses related to Treasury rate locks scheduled to be reclassified out of accumulated other comprehensive into interest expense over next 12 months, pre tax	7,000,000			7,000,000
Notional amounts of fixed-rate debt expected to be issued in 2011, 2012 and 2014												525,000,000
Tenor of forward-starting swaps in years				10 years
Notional amount of terminated forward-starting interest rate swaps		150,000,000
Cash paid to settle forward-starting interest rate swap agreements		9,000,000
Tenor of senior notes issued in February 2011 in years		10 years
Fair value of forward-starting swaps (interest rate derivatives) included in long-term liabilities	68,000,000			68,000,000							13,000,000
Pre tax gains (losses) recognized in other comprehensive income for changes in fair value of forward-starting interest rate swaps	(46,000,000)		(22,000,000)	(53,000,000)	(68,000,000)
After tax gains (losses) recognized in other comprehensive income due to changes in fair value of forward-starting interest rate swaps	(28,000,000)		(13,000,000)	(33,000,000)	(41,000,000)
Scheduled principal payments for foreign currency forward contracts included in hedged cash flows								370,000,000
Scheduled interest payments for foreign currency forward contracts included in hedged cash flows								10,000,000	11,000,000	10,000,000
(Loss)/gain recognized due to Adjustments to other comprehensive income for changes in the fair value of foreign currency cash flow hedges, after-tax	15,000,000		(7,000,000)	7,000,000	(4,000,000)
Percentage of senior notes swapped to variable interest rates	16.00%			16.00%							9.00%
Adjustments for the reclassification of gains or (losses) from accumulated other comprehensive income into income, after-tax	20,000,000		(7,000,000)	13,000,000	(4,000,000)
Deferred losses, net of taxes, related to Treasury rate locks included in accumulated other comprehensive income	13,000,000			13,000,000							16,000,000
Increase in carrying value of debt instruments from fair value hedge accounting for interest rate swaps	108,000,000			108,000,000							79,000,000
Expected number of megawatt hours hedged by electricity swaps						1,600,000
Fixed-rate senior notes outstanding	6,100,000,000			6,100,000,000							5,400,000,000
Maximum term of cash flows hedged with Treasury rate locks				2032
Notional Amount of Executed Interest Rate Swaps		600,000,000
Expected percentage of merchant electricity sales hedged						49.00%
Senior notes swapped to variable interest rates	1,000,000,000			1,000,000,000							500,000,000
Deferred losses related to Treasury rate locks reclassified out of accumulated other comprehensive income into interest expense, pre tax	2,000,000		2,000,000	6,000,000	6,000,000
Notional Amount of Matured Interest Rate Swaps		$ 100,000,000
Number of megawatt hours hedged by electricity swaps							672,360
Percentage of merchant electricity sales hedged	46.00%		22.00%	49.00%	24.00%		26.00%

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2011

Basis of Presentation (Policies) [Abstract]

Multiple-Deliverable Revenue Arrangements

Multiple-Deliverable Revenue Arrangements — In October 2009, the Financial Accounting Standards Board (“FASB”) amended authoritative guidance associated with multiple-deliverable revenue arrangements. This amended guidance addresses the determination of when individual deliverables within an arrangement are required to be treated as separate units of accounting and modifies the manner in which consideration is allocated across the separately identifiable deliverables. The amendments to authoritative guidance associated with multiple-deliverable revenue arrangements became effective for the Company on January 1, 2011. The new accounting standard has been applied prospectively to arrangements entered into or materially modified after the date of adoption. The adoption of this guidance has not had a material impact on our consolidated financial statements. However, our adoption of this guidance may significantly impact our accounting and reporting for future revenue arrangements to the extent they are material.

Reclassifications

Certain reclassifications have been made to our prior period consolidated financial information in order to conform to the current year presentation.

Fair Value Measurement

Fair Value Measurement — In May 2011, the FASB amended authoritative guidance associated with fair value measurements. This amended guidance defines certain requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. generally accepted accounting principles. The amendments to authoritative guidance associated with fair value measurements are effective for the Company on January 1, 2012 and are to be applied prospectively. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Goodwill Impairment Testing

Goodwill Impairment Testing — In September 2011, the FASB amended authoritative guidance associated with goodwill impairment testing. The amended guidance provides companies the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount before performing the two-step impairment test. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. The amendments are effective for goodwill impairment tests performed for fiscal years beginning after December 15, 2011; however, early adoption is permitted. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption will have a material impact on our consolidated financial statements.

Multiemployer Pension Plans

Multiemployer Pension Plans — In September 2011, the FASB amended authoritative guidance associated with disclosures about an employer’s participation in a multiemployer plan. The amended disclosure requirements are intended to provide more information about an employer’s financial obligations to multiemployer plans and, therefore, help financial statement users better understand the financial health of all of the significant plans in which the employer participates. The revised standard is effective for fiscal years ending after December 15, 2011 and retrospective application is required for all years presented. We are in the process of assessing the provisions of this new guidance and currently do not expect that the adoption of these new disclosure requirements will have a material impact on our consolidated financial statements.

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Condensed Consolidated Statements of Changes in Equity (Unaudited) (Parenthetical) (USD $) In Millions	9 Months Ended
	Sep. 30, 2011
Comprehensive Income:
Tax effects on unrealized losses resulting from changes in fair values of derivative instruments	$ 16
Tax effects on realized gains on derivative instruments reclassified into earnings	6
Tax effects on unrealized losses on marketable securities	3
Tax effects on Change in funded status of post-retirement benefit obligations	1
Accumulated Other Comprehensive Income (Loss) [Member]
Comprehensive Income:
Tax effects on unrealized losses resulting from changes in fair values of derivative instruments	16
Tax effects on realized gains on derivative instruments reclassified into earnings	6
Tax effects on unrealized losses on marketable securities	3
Tax effects on Change in funded status of post-retirement benefit obligations	1
Comprehensive Income [Member]
Comprehensive Income:
Tax effects on unrealized losses resulting from changes in fair values of derivative instruments	16
Tax effects on realized gains on derivative instruments reclassified into earnings	6
Tax effects on unrealized losses on marketable securities	3
Tax effects on Change in funded status of post-retirement benefit obligations	$ 1

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Segment and Related Information

9 Months Ended

Sep. 30, 2011

Segment and Related Information [Abstract]

Segment and Related Information

9.   Segment and Related Information

We currently manage and evaluate our operations primarily through our Eastern, Midwest, Southern, Western and Wheelabrator Groups. These five Groups are presented below as our reportable segments. Our four geographic operating Groups provide collection, transfer, disposal (in both solid waste and hazardous waste landfills) and recycling services. Our fifth Group is the Wheelabrator Group, which provides waste-to-energy services and manages waste-to-energy facilities and independent power production plants. We serve residential, commercial, industrial, and municipal customers throughout North America. The operations not managed through our five operating Groups, including the Oakleaf operations we acquired on July 28, 2011, are presented herein as “Other.” See Note 10 for additional information related to our acquisition of Oakleaf.

Summarized financial information concerning our reportable segments for the three and nine months ended September 30 is shown in the following table (in millions):

	Gross		Intercompany			Net
	Operating		Operating			Operating		Income from
	Revenues		Revenues			Revenues		Operations
Three Months Ended:
September 30, 2011
Eastern	$	822	$	(139	)	$	683	$	146
Midwest		847		(123	)		724		175
Southern		853		(104	)		749		194
Western		841		(114	)		727		154
Wheelabrator		228		(28	)		200		57
Other		462		(23	)		439		(40	)
		4,053		(531	)		3,522		686
Corporate and Other		—		—			—		(143	)
Total	$	4,053	$	(531	)	$	3,522	$	543
September 30, 2010
Eastern	$	755	$	(132	)	$	623	$	138
Midwest		792		(119	)		673		149
Southern		903		(102	)		801		218
Western		809		(113	)		696		146
Wheelabrator		237		(32	)		205		67
Other		248		(11	)		237		(38	)
		3,744		(509	)		3,235		680
Corporate and Other		—		—			—		(136	)
Total	$	3,744	$	(509	)	$	3,235	$	544
Nine Months Ended:
September 30, 2011
Eastern	$	2,326	$	(387	)	$	1,939	$	407
Midwest		2,403		(355	)		2,048		460
Southern		2,553		(307	)		2,246		579
Western		2,456		(336	)		2,120		436
Wheelabrator		664		(89	)		575		112
Other		1,085		(41	)		1,044		(75	)
		11,487		(1,515	)		9,972		1,919
Corporate and Other		—		—			—		(443	)
Total	$	11,487	$	(1,515	)	$	9,972	$	1,476
September 30, 2010
Eastern	$	2,214	$	(385	)	$	1,829	$	390
Midwest		2,266		(336	)		1,930		372
Southern		2,602		(303	)		2,299		624
Western		2,372		(328	)		2,044		416
Wheelabrator		660		(92	)		568		150
Other		688		(30	)		658		(93	)
		10,802		(1,474	)		9,328		1,859
Corporate and Other		—		—			—		(317	)
Total	$	10,802	$	(1,474	)	$	9,328	$	1,542

Fluctuations in our operating results may be caused by many factors, including period-to-period changes in the relative contribution of revenue by each line of business and operating segment and by general economic conditions. In addition, our revenues and income from operations typically reflect seasonal patterns. Our operating revenues normally tend to be somewhat higher in the summer months, primarily due to the traditional seasonal increase in the volume of construction and demolition waste. Historically, the volumes of industrial and residential waste in certain regions in which we operate have tended to increase during the summer months. Our second and third quarter revenues and results of operations typically reflect these seasonal trends.

Additionally, certain destructive weather conditions that tend to occur during the second half of the year, such as hurricanes that most often impact our Southern Group, can actually increase our revenues in the areas affected. While weather-related and other “one-time” occurrences can boost revenues through additional work, as a result of significant start-up costs and other factors, such revenue sometimes generates earnings at comparatively lower margins. Certain weather conditions, including severe winter storms, may result in the temporary suspension of our operations, which can significantly affect the operating results of the affected regions. The operating results of our first quarter also often reflect higher repair and maintenance expenses because we rely on the slower winter months, when waste flows are generally lower, to perform scheduled maintenance at our waste-to-energy facilities.

From time to time, the operating results of our reportable segments are significantly affected by unusual or infrequent transactions or events. During 2010, our Midwest Group recognized $26 million in charges, largely in the first quarter, as a result of bargaining unit employees in Michigan and Ohio agreeing to our proposal to withdraw them from an underfunded multiemployer pension plan. Refer to Note 8 for additional information related to our participation in multiemployer pension plans.

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Restructuring (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	$ 15	$ 0	$ 15	$ (1)
Restructuring Charges Eastern [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	2		2
Restructuring Charges Midwest [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	3		3
Restructuring Charges Southern [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	2		2
Restructuring Charges Western [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	2		2
Restructuring Charges Wheelabrator [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	1		1
Restructuring Charges Corporate and other [Member]
Segmental restructuring charges associated with reorganization, pre tax
Restructuring Charges, Total	$ 5		$ 5

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Fair Value Measurements (Details Textual) (USD $)	9 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Fair Value Measurements (Textual) [Abstract]
Carrying value of debt	$ 9,600,000,000	$ 8,900,000,000
Estimated fair value of debt	10,600,000,000	9,200,000,000
Net borrowings of senior notes	$ 753,000,000

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Condensed Consolidating Financial Statements (Tables)

9 Months Ended

Sep. 30, 2011

Condensed Consolidating Financial Statements (Tables) [Abstract]

Condensed Consolidating Balance Sheets

CONDENSED CONSOLIDATING BALANCE SHEETS

September 30, 2011

(Unaudited)

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	184	$	—	$	98	$	—		$	282
Other current assets		2		—		2,135		—			2,137
		186		—		2,233		—			2,419
Property and equipment, net		—		—		11,911		—			11,911
Investments in and advances to affiliates		11,664		14,576		3,029		(29,269	)		—
Other assets		141		12		7,569		—			7,722
Total assets	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	35	$	—	$	190	$	—		$	225
Accounts payable and other current liabilities		94		5		2,203		—			2,302
		129		5		2,393		—			2,527
Long-term debt, less current portion		5,846		449		3,093		—			9,388
Other liabilities		68		—		3,784		—			3,852
Total liabilities		6,043		454		9,270		—			15,767
Equity:
Stockholders’ equity		5,948		14,134		15,135		(29,269	)		5,948
Noncontrolling interests		—		—		337		—			337
		5,948		14,134		15,472		(29,269	)		6,285
Total liabilities and equity	$	11,991	$	14,588	$	24,742	$	(29,269	)	$	22,052

December 31, 2010

			WM		Non-Guarantor
	WM		Holdings		Subsidiaries		Eliminations			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	465	$	—	$	74	$	—		$	539
Other current assets		4		1		1,938		—			1,943
		469		1		2,012		—			2,482
Property and equipment, net		—		—		11,868		—			11,868
Investments in and advances to affiliates		10,757		13,885		2,970		(27,612	)		—
Other assets		91		12		7,023		—			7,126
Total assets	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	1	$	232	$	—		$	233
Accounts payable and other current liabilities		93		17		2,142		—			2,252
		93		18		2,374		—			2,485
Long-term debt, less current portion		4,951		596		3,127		—			8,674
Other liabilities		13		—		3,713		—			3,726
Total liabilities		5,057		614		9,214		—			14,885
Equity:
Stockholders’ equity		6,260		13,284		14,328		(27,612	)		6,260
Noncontrolling interests		—		—		331		—			331
		6,260		13,284		14,659		(27,612	)		6,591
Total liabilities and equity	$	11,317	$	13,898	$	23,873	$	(27,612	)	$	21,476

Condensed Consolidating Statements of Operations

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Three Months Ended September 30, 2011

(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,522		$	—		$	3,522
Costs and expenses		—			—			2,979			—			2,979
Income from operations		—			—			543			—			543
Other income (expense):
Interest income (expense)		(85	)		(8	)		(24	)		—			(117	)
Equity in earnings of subsidiaries, net of taxes		323			328			—			(651	)		—
Other, net		—			—			(5	)		—			(5	)
		238			320			(29	)		(651	)		(122	)
Income before income taxes		238			320			514			(651	)		421
Provision for (benefit from) income taxes		(34	)		(3	)		173			—			136
Consolidated net income		272			323			341			(651	)		285
Less: Net income attributable to noncontrolling interests		—			—			13			—			13
Net income attributable to Waste Management, Inc.	$	272		$	323		$	328		$	(651	)	$	272

Three Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	3,235		$	—		$	3,235
Costs and expenses		—			—			2,691			—			2,691
Income from operations		—			—			544			—			544
Other income (expense):
Interest income (expense)		(88	)		(9	)		(28	)		—			(125	)
Equity in earnings of subsidiaries, net of taxes		298			303			—			(601	)		—
Other, net		—			—			(8	)		—			(8	)
		210			294			(36	)		(601	)		(133	)
Income before income taxes		210			294			508			(601	)		411
Provision for (benefit from) income taxes		(34	)		(4	)		191			—			153
Consolidated net income		244			298			317			(601	)		258
Less: Net income attributable to noncontrolling interests		—			—			14			—			14
Net income attributable to Waste Management, Inc.	$	244		$	298		$	303		$	(601	)	$	244

Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,972		$	—		$	9,972
Costs and expenses		—			—			8,496			—			8,496
Income from operations		—			—			1,476			—			1,476
Other income (expense):
Interest income (expense)		(256	)		(25	)		(71	)		—			(352	)
Equity in earnings of subsidiaries, net of taxes		850			865			—			(1,715	)		—
Other, net		—			—			(16	)		—			(16	)
		594			840			(87	)		(1,715	)		(368	)
Income before income taxes		594			840			1,389			(1,715	)		1,108
Provision for (benefit from) income taxes		(101	)		(10	)		488			—			377
Consolidated net income		695			850			901			(1,715	)		731
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	695		$	850		$	865		$	(1,715	)	$	695

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Operating revenues	$	—		$	—		$	9,328		$	—		$	9,328
Costs and expenses		—			—			7,786			—			7,786
Income from operations		—			—			1,542			—			1,542
Other income (expense):
Interest income (expense)		(241	)		(28	)		(82	)		—			(351	)
Equity in earnings of subsidiaries, net of taxes		819			836			—			(1,655	)		—
Other, net		—			—			(14	)		—			(14	)
		578			808			(96	)		(1,655	)		(365	)
Income before income taxes		578			808			1,446			(1,655	)		1,177
Provision for (benefit from) income taxes		(94	)		(11	)		574			—			469
Consolidated net income		672			819			872			(1,655	)		708
Less: Net income attributable to noncontrolling interests		—			—			36			—			36
Net income attributable to Waste Management, Inc.	$	672		$	819		$	836		$	(1,655	)	$	672

Condensed Consolidating Statements of Cash Flows

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


Nine Months Ended September 30, 2011
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	695		$	850		$	901		$	(1,715	)	$	731
Equity in earnings of subsidiaries, net of taxes		(850	)		(865	)		—			1,715			—
Other adjustments		8			(11	)		1,009			—			1,006
Net cash provided by (used in) operating activities		(147	)		(26	)		1,910			—			1,737
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(645	)		—			(645	)
Capital expenditures		—			—			(909	)		—			(909	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			22			—			22
Net receipts from restricted trust and escrow accounts and other, net		(5	)		—			2			—			(3	)
Net cash used in investing activities		(5	)		—			(1,530	)		—			(1,535	)
Cash flows from financing activities:
New borrowings		893			—			108			—			1,001
Debt repayments		—			(147	)		(278	)		—			(425	)
Common stock repurchases		(528	)		—			—			—			(528	)
Cash dividends		(481	)		—			—			—			(481	)
Exercise of common stock options		40			—			—			—			40
Distributions paid to noncontrolling interests and other		(10	)		—			(56	)		—			(66	)
(Increase) decrease in intercompany and investments, net		(43	)		173			(130	)		—			—
Net cash provided by (used in) financing activities		(129	)		26			(356	)		—			(459	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			—			—
Increase (decrease) in cash and cash equivalents		(281	)		—			24			—			(257	)
Cash and cash equivalents at beginning of period		465			—			74			—			539
Cash and cash equivalents at end of period	$	184		$	—		$	98		$	—		$	282

Nine Months Ended September 30, 2010
(Unaudited)

				WM			Non-Guarantor
	WM			Holdings			Subsidiaries			Eliminations			Consolidated
Cash flows from operating activities:
Consolidated net income	$	672		$	819		$	872		$	(1,655	)	$	708
Equity in earnings of subsidiaries, net of taxes		(819	)		(836	)		—			1,655			—
Other adjustments		12			(13	)		946			—			945
Net cash provided by (used in) operating activities		(135	)		(30	)		1,818			—			1,653
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		—			—			(343	)		—			(343	)
Capital expenditures		—			—			(737	)		—			(737	)
Proceeds from divestitures of businesses (net of cash divested) and other sales of assets		—			—			36			—			36
Net receipts from restricted trust and escrow accounts and other, net		(2	)		—			(129	)		—			(131	)
Net cash used in investing activities		(2	)		—			(1,173	)		—			(1,175	)
Cash flows from financing activities:
New borrowings		592			—			183			—			775
Debt repayments		(617	)		(35	)		(280	)		—			(932	)
Common stock repurchases		(443	)		—			—			—			(443	)
Cash dividends		(454	)		—			—			—			(454	)
Exercise of common stock options		28			—			—			—			28
Distributions paid to noncontrolling interests and other		(10	)		—			(33	)		—			(43	)
(Increase) decrease in intercompany and investments, net		405			65			(470	)		—			—
Net cash provided by (used in) financing activities		(499	)		30			(600	)		—			(1,069	)
Effect of exchange rate changes on cash and cash equivalents		—			—			1			—			1
Increase (decrease) in cash and cash equivalents		(636	)		—			46			—			(590	)
Cash and cash equivalents at beginning of period		1,093			—			47			—			1,140
Cash and cash equivalents at end of period	$	457		$	—		$	93		$	—		$	550

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Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Fair Value Measurements

13.   Fair Value Measurements

Assets and Liabilities Accounted for at Fair Value

Our assets and liabilities that are measured at fair value on a recurring basis include the following (in millions):

			Fair Value Measurements at
			September 30, 2011 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	185	$	185	$	—	$	—
Available-for-sale securities		162		162		—		—
Interest rate derivatives		75		—		75		—
Foreign currency derivatives		8		—		8		—
Electricity commodity derivatives		1		—		1		—
Total assets	$	431	$	347	$	84	$	—
Liabilities:
Interest rate derivatives	$	68	$	—	$	68	$	—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	69	$	—	$	69	$	—

			Fair Value Measurements at
			December 31, 2010 Using
			Quoted		Significant
			Prices in		Other		Significant
			Active		Observable		Unobservable
			Markets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash equivalents	$	468	$	468	$	—	$	—
Available-for-sale securities		148		148		—		—
Interest rate derivatives		38		—		38		—
Total assets	$	654	$	616	$	38	$	—
Liabilities:
Interest rate derivatives	$	24	$	—	$	24	$	—
Foreign currency derivatives		3		—		3		—
Electricity commodity derivatives		1		—		1		—
Total liabilities	$	28	$	—	$	28	$	—

Fair Value of Debt

At September 30, 2011, the carrying value of our debt was approximately $9.6 billion compared with $8.9 billion at December 31, 2010. The carrying value of our debt includes adjustments for both the unamortized fair value adjustments related to terminated hedge arrangements and fair value adjustments of debt instruments that are currently hedged.

The estimated fair value of our debt was approximately $10.6 billion at September 30, 2011 and approximately $9.2 billion at December 31, 2010. The estimated fair value of our senior notes is based on quoted market prices. The carrying value of remarketable debt approximates fair value due to the short-term nature of the interest rates. The fair value of our other debt is estimated using discounted cash flow analysis, based on rates we would currently pay for similar types of instruments. The increase in the fair value of our debt when comparing September 30, 2011 with December 31, 2010 is primarily related to $753 million of net borrowings during 2011 associated with our senior notes. Increases in market prices for corporate debt securities and decreases in current market rates on fixed-rate tax-exempt bonds also contributed to the increase in the fair value of debt for the reported period.

Although we have determined the estimated fair value amounts using available market information and commonly accepted valuation methodologies, considerable judgment is required in interpreting market data to develop the estimates of fair value. Accordingly, our estimates are not necessarily indicative of the amounts that we, or holders of the instruments, could realize in a current market exchange. The use of different assumptions and/or estimation methodologies could have a material effect on the estimated fair values. The fair value estimates are based on information available as of September 30, 2011 and December 31, 2010. These amounts have not been revalued since those dates, and current estimates of fair value could differ significantly from the amounts presented.

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Condensed Consolidated Balance Sheets (USD $) In Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 282	$ 539
Accounts receivable, net of allowance for doubtful accounts of $31 and $26, respectively	1,686	1,510
Other receivables	113	146
Parts and supplies	142	130
Deferred income taxes	43	40
Other assets	153	117
Total current assets	2,419	2,482
Property and equipment, net of accumulated depreciation and amortization of $15,107 and $14,690, respectively	11,911	11,868
Goodwill	6,104	5,726
Other intangible assets, net	397	295
Other assets	1,221	1,105
Total assets	22,052	21,476
Current liabilities:
Accounts payable	676	692
Accrued liabilities	1,153	1,100
Deferred revenues	473	460
Current portion of long-term debt	225	233
Total current liabilities	2,527	2,485
Long-term debt, less current portion	9,388	8,674
Deferred income taxes	1,695	1,662
Landfill and environmental remediation liabilities	1,447	1,402
Other liabilities	710	662
Total liabilities	15,767	14,885
Commitments and contingencies
Waste Management, Inc. stockholders' equity:
Common stock, $0.01 par value; 1,500,000,000 shares authorized; 630,282,461 shares issued	6	6
Additional paid-in capital	4,553	4,528
Retained earnings	6,613	6,400
Accumulated other comprehensive income	144	230
Treasury stock at cost, 169,078,749 and 155,235,711 shares, respectively	(5,368)	(4,904)
Total Waste Management, Inc. stockholders' equity	5,948	6,260
Noncontrolling interests	337	331
Total equity	6,285	6,591
Total liabilities and equity	$ 22,052	$ 21,476

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Landfill and Environmental Remediation Liabilities (Details 1) (USD $) In Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Changes to landfill and environmental remediation liabilities
Ending Balance	$ 1,597	$ 1,550
Ending Balance	285
Landfill Liabilities [Member]
Changes to landfill and environmental remediation liabilities
Beginning Balance, Landfill	1,266	1,267
Obligations incurred and capitalized	36	47
Obligations settled	(56)	(86)
Interest accretion	62	82
Revisions in cost estimates and interest rate assumptions	4	(49)
Acquisitions, divestitures and other adjustments	0	5
Ending Balance	1,312	1,266
Environmental Remediation Liabilities [Member]
Changes to landfill and environmental remediation liabilities
Beginning Balance, Landfill	284
Beginning Balance, Environmental Remediation	284	256
Obligations incurred and capitalized	0	0
Obligations settled	(25)	(36)
Interest accretion	5	5
Revisions in cost estimates and interest rate assumptions	22	61
Acquisitions, divestitures and other adjustments	(1)	(2)
Ending Balance	285	284
Ending Balance	$ 285	$ 284

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Segment and Related Information (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Reportable segments
Gross Operating Revenues	$ 4,053	$ 3,744	$ 11,487	$ 10,802
Intercompany Operating Revenues	(531)	(509)	(1,515)	(1,474)
Net Operating Revenues	3,522	3,235	9,972	9,328
Income from Operations	543	544	1,476	1,542
Eastern [Member]
Reportable segments
Gross Operating Revenues	822	755	2,326	2,214
Intercompany Operating Revenues	(139)	(132)	(387)	(385)
Net Operating Revenues	683	623	1,939	1,829
Income from Operations	146	138	407	390
Midwest [Member]
Reportable segments
Gross Operating Revenues	847	792	2,403	2,266
Intercompany Operating Revenues	(123)	(119)	(355)	(336)
Net Operating Revenues	724	673	2,048	1,930
Income from Operations	175	149	460	372
Southern [Member]
Reportable segments
Gross Operating Revenues	853	903	2,553	2,602
Intercompany Operating Revenues	(104)	(102)	(307)	(303)
Net Operating Revenues	749	801	2,246	2,299
Income from Operations	194	218	579	624
Western [Member]
Reportable segments
Gross Operating Revenues	841	809	2,456	2,372
Intercompany Operating Revenues	(114)	(113)	(336)	(328)
Net Operating Revenues	727	696	2,120	2,044
Income from Operations	154	146	436	416
Wheelabrator [Member]
Reportable segments
Gross Operating Revenues	228	237	664	660
Intercompany Operating Revenues	(28)	(32)	(89)	(92)
Net Operating Revenues	200	205	575	568
Income from Operations	57	67	112	150
Operating Group Total [Member]
Reportable segments
Gross Operating Revenues	4,053	3,744	11,487	10,802
Intercompany Operating Revenues	(531)	(509)	(1,515)	(1,474)
Net Operating Revenues	3,522	3,235	9,972	9,328
Income from Operations	686	680	1,919	1,859
Corporate and Other [Member]
Reportable segments
Gross Operating Revenues	0	0	0	0
Intercompany Operating Revenues	0	0	0	0
Net Operating Revenues	0	0	0	0
Income from Operations	(143)	(136)	(443)	(317)
Other [Member]
Reportable segments
Gross Operating Revenues	462	248	1,085	688
Intercompany Operating Revenues	(23)	(11)	(41)	(30)
Net Operating Revenues	439	237	1,044	658
Income from Operations	$ (40)	$ (38)	$ (75)	$ (93)

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(Income) Expense from Divestitures, Asset Impairments and Unusual Items (Details) (USD $) In Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2010	Dec. 31, 2009
(Income) Expense from Divestitures, Asset Impairments and Unusual Items (Details) [Abstract]
Non-cash charge recognized due to abandonment of revenue management software		$ 51
Increase in Income from operations due to settlement related to revenue management software	$ 77

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Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended		12 Months Ended	1 Months Ended	3 Months Ended		9 Months Ended		1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2011	Apr. 30, 2010 Low-Income Housing Properties [Member]	Sep. 30, 2011 Low-Income Housing Properties [Member]	Sep. 30, 2010 Low-Income Housing Properties [Member]	Sep. 30, 2011 Low-Income Housing Properties [Member]	Sep. 30, 2010 Low-Income Housing Properties [Member]	Jan. 30, 2011 Investment in Refined Coal Facility [Member]	Sep. 30, 2011 Investment in Refined Coal Facility [Member]	Sep. 30, 2011 Investment in Refined Coal Facility [Member]
Schedule of Equity Method Investments [Line Items]
Cash payments to acquire equity method investment						$ 6					$ 48		$ 48
Income tax benefit, including tax credits, from equity method investment							9	7	27	18		4	11
Equity in net losses of unconsolidated entities	(7)	(8)	(20)	(16)			5	4	17	12
Interest expense	118	126	358	354			2	3	6	4
Tax credits from equity method investment							7	4	18	12
Income Taxes (Additional) (Textual) [Abstract]
Effective tax rate	32.30%	37.30%	34.00%	39.80%
Increase in the bonus depreciation allowance low			50.00%
Increase in the bonus depreciation allowance high			100.00%
Percentage of deduction that applies to qualifying property					100.00%
Expected decrease in cash taxes due to acceleration of depreciation deduction on current year capital expenditures					$ 190

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Comprehensive Income (Details) (USD $) In Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Comprehensive Income:
Consolidated net income	$ 285	$ 258	$ 731	$ 708
Other comprehensive income (loss), net of taxes:
Unrealized losses resulting from changes in fair value of derivative instruments, net of taxes	(12)	(21)	(25)	(54)
Realized (gains) losses on derivative instruments reclassified into earnings, net of taxes	(18)	10	(9)	10
Unrealized gains (losses) on marketable securities, net of taxes	(3)	1	(4)	1
Foreign currency translation adjustments	(82)	30	(46)	20
Change in funded status of post-retirement benefit obligations, net of taxes	0	0	(2)	(1)
Other comprehensive income (loss)	(115)	20	(86)	(24)
Comprehensive income	170	278	645	684
Comprehensive income attributable to noncontrolling interests	(13)	(14)	(36)	(36)
Comprehensive income attributable to Waste Management, Inc.	157	264	609	648
Components of accumulated other comprehensive income, which is included as a component of Waste Management, Inc. Stockholders' equity
Accumulated unrealized losses on derivative instruments, net of taxes	(67)		(67)		(33)
Accumulated unrealized gains on marketable securities, net of taxes	1		1		5
Foreign currency translation adjustments	215		215		261
Funded status of post-retirement benefit obligations, net of taxes	(5)		(5)		(3)
Total accumulated other comprehensive income	$ 144		$ 144		$ 230

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Acquisition of Oakleaf Global Holdings (Details Textual) (USD $) In Millions	3 Months Ended		9 Months Ended			3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Jul. 28, 2011	Sep. 30, 2011 Oakleaf [Member]	Sep. 30, 2011 Oakleaf [Member]	Dec. 31, 2010 Oakleaf [Member]	Jul. 28, 2011 Oakleaf [Member]
Acquisitions (Textual) [Abstract]
Acquisition cost of acquired entity					$ 432				$ 432
Cash received in acquisition									4
Operating revenues	3,522	3,235	9,972	9,328				580
Acquisition-related costs classified as Selling, general and administrative expenses						1	1
Revenues recognized by acquiree post the acquisition date							112
Net loss recognized by acquiree post the acquisition date							less than $1 million
Goodwill calculated as the excess of the consideration					$ 320				$ 320

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Landfill and Environmental Remediation Liabilities (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Dec. 31, 2010
Landfill and Environmental Remediation Liabilities (Textual) [Abstract]
Fair value of trust funds and escrow accounts	$ 121	$ 121
Carrying value of restricted trust funds and escrow accounts for which company is the not sole beneficiary specifically for future settlement of landfill and environmental remediation liabilities	108	108
Risk-free discount rate of the obligations	2.00%	2.00%	3.50%
Accrual for environmental loss contingencies material changes in accrual from change in discount rate	25	25
Favorable revision to remediation liability at closed site to partially offset the charge		$ 9