SecProbe.io

August 27, 2013

Via E -mail
James C. Fish, Jr.
Chief Financial Officer
Waste Management, Inc.
1001 Fannin; Suite 4000
Houston, TX  77002

Re: Waste Management, Inc.
 Form 10-K for the Year Ended December 31, 2012
Filed February 1 4, 2013
Form 10 -Q for the Period Ended June 30, 2013
Filed July 30, 2013
File No. 1 -12154

Dear Mr. Fish :

We have reviewed your filing s 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 ten business days by prov iding the requested
information  or by advising us when you will provide the requested response.  If you do no t
believe our comments apply to your facts and circumstances, please  tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for t he Year Ended December 31, 2012

General

1. Where a comment below requests additional disclosures or other revisions to be made,
these revisions should be included in your future filings, including your interim filings, if
applicable.

James C. Fish, Jr.
Waste Management, Inc.
August 27, 2013
Page 2

 Management’s Discussion and Analys is of Financial Condition and Results of Operations, page
31

Results of Operations, page 42

2. Please revise your MD&A for all periods presented to include an analysis of the three
reportable segments of your solid waste business.  Please refer to Item 303(A) of
Regulation S -K.

Consolidated Financial Statements, page 70

20. Variable Interest Entities, page 131

3. You disclose on page 132 that you have not consolidated the U.K. waste -to-energy and
recycling facility joint venture because all decision -maki ng responsibility is shared
jointly with your joint venture partner and thus you do not have the power to individually
direct the entity’s activities.   So that we may better understand your accounting for this
investment, please refer to ASC 810 -10-25-38 and address the following:
 Identify the activities that you believe most significantly impact the VIE’s
economic performance;
 Tell us which party has the power to direct each of those activities; and
 Explain how you considered the fact that you have assume d responsibility for
constructing, operating, and maintaining the VIE’s waste -to-energy facility under
fixed or substantially fixed -price contracts in evaluating your ability  to direct the
activities of the VIE that most significantly impact its economic p erformance.

21. Segment and Related Information, page 133

4. It appears that your evaluation of the economic similarity of your Areas  was based , in
large part, upon operating margins.  It is unclear from your table on page 135 if you
intended to use the ter ms “income from operations” and “operating margins”
interchangeably or if they are intended to represent two different measures used to
evaluate your segment operations.  If the two measures are calculated in the same
manner , please re vise your future fili ngs to refer to the measure in a consistent manner
throughout your filing.  If the measures are not the same, please revise to clarify how they
are different and to present the measure or measures used by your chief operating
decision maker to evaluate seg ment performance .  Please refer to ASC 280-10-50-27
through 50 -29 and ASC 280 -10-55-29.

5. Please tell us what geographic areas are included in Tier 3 and the relative significance of
each of those areas to the reportable segment as a whole.  Please also explain specifically
how you were able to determine that  each of  the geographic areas within Tier 3 had
sufficient economic similarity to be aggregated within the same reportable segment.

James C. Fish, Jr.
Waste Management, Inc.
August 27, 2013
Page 3

 Form 10 -Q for the Period Ended June 30, 2013

General

6. Please addr ess the above comments in your interim filings as well.

3. Debt, page 8

7. Please tell us how you considered the provisions of ASC 470 -10-45-14 in determining
that you had both the intent and ability to refinance $703 million of debt maturing or
pricing within 12 months from June 30, 2013.  If you are relying on the unused capacity
of your revolving credit facility as a means to refinance this debt, please explain how you
considered the fact that amounts available under the revolving facility could fluctu ate (for
example, due to obligations under letters of credit  or other liquidity needs ).  Pl ease refer
to ASC 470 -10-45-19.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing  includes the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   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 t he disclosures they have made.

In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 perso n under the federal securities laws of the United
States.

You may contact Lisa Etheredge, Staff Accountant,  at (202) 551 -3424  or Al Pavot, Staff
Accountant, at (202) 551 -3738  if you have questions.

Sincerely,

 /s/ John Ca sh

John Cash
Accounting Branch Chief