SecProbe.io

March 28, 2012
 Via E-mail

Mr. Steven C. Preston Executive Vice President – Finance, Recycling & Energy Services Waste Management, Inc. 1001 Fannin Street, Suite 4000 Houston, TX 77002
Re: Waste Management, Inc.
 Form 10-K
Filed February 16, 2012 File No. 1-12154

Dear Mr. Preston:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.

Form 10-K for the year ended December 31, 2011

 Management’s Discussion and Analysis, page 29

Income from Operations by Reportable Segment, page 48

1. On page 49 you state that the Southern group recognized a charge of $11 million in 2011
related to litigation reserves and this char ge was initially recogni zed in “Other” during
the fourth quarter of 2010.  Pleas e explain to us and revise future filings accordingly to
discuss the nature of the litigation reserve, the reasons for the reclassification from Other
into Southern, and the reasons why the charge was not simply reclassified to conform to
the 2011 presentation, i.e., explain why the ch arge is being recogni zed in a different
period.

Mr. Steven C. Preston Waste Management, Inc.  March 28, 2012 Page 2

 Note 11 - Commitments and Contingencies, page 106

2. You disclose on page 107 that you retain a port ion of the risks relate d to general liability,
among other items, and you discuss accruals for self-insured retentions.  Please tell us
your consideration of ASC Topic 450-20-25-8.

3. For the securities class action discussed on page 111 and any other loss contingencies
discussed, please disclose a quantified range of loss, state that the range of loss is
immaterial, or disclose that  the range of loss cannot be estimated, as appropriate.
Regarding your disclosure that the outcom e of the securities class action cannot be
predicted with certainty, not e that “certainty” is not included in ASC 450-20-50-4 and
does not preclude disclosure of an estimat e or range based on available information.

4. Regarding the withdrawal liability for previo us withdrawals from pension plans, please
clarify whether there is a loss contingency that existed at the date of the financial statements and, if applicab le, provide the disclosures required by ASC 450-20-50.

19. Acquisitions and Di vestitures, page 125

5. We note your disclosure that of th e $497 million in goodwill recognized from
acquisitions during 2011, $327 million related to Oakleaf.  Please tell us from where the
remaining goodwill of $170 million was generate d.  We may have further comment.
Expand disclosure in your fili ng to provide more detail re garding acquisition activity for
the periods presented, e.g. data regarding the number of businesses acquired in categories
by size of business, location, nature of operations, etc.

21. Segment and Related Information, page 130

6. We note Oakleaf has been included in the “Other” operations category, yet goodwill from
this acquisition has been allocated to the f our geographic segments as described on page
126.  Therein you disclose that, among ot her things, you expect  synergies from
combining your operations with Oakleaf’s nati onal accounts customer base and vendor
network, which will expand your partnership with th ird-party service providers.  Please
explain to us how you determined it is appropria te to include the operations of Oakleaf in
a separate category outside of your geographic segments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Mr. Steven C. Preston Waste Management, Inc.  March 28, 2012 Page 3

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Jenn Do at  (202) 551-3743, or me at  (202) 551-3355 if you have
questions regarding comments on the financia l statements and related matters.

Sincerely,
   /s/ Terence O’Brien
Terence O’Brien Branch Chief