(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

/s/ Barry H. Caldwell

Senior Vice President, Corporate Affairs

Chief Legal Officer

Exhibit

Number

Description

FOR IMMEDIATE RELEASE

Waste Management Announces Third Quarter Earnings

Company Sees More Than 27% Growth in Diluted Earnings Per Share;

Expects to Exceed the Upper End of its Guidance

FOR MORE INFORMATION

Waste Management

Web site

www.wm.com

Analysts

Ed Egl

713.265.1656

eegl@wm.com

Media

Toni Beck

713.394.5093

tbeck3@wm.com

HOUSTON — October 27, 2015— Waste Management, Inc. (NYSE: WM) today announced financial results for its quarter ended September 30, 2015. Revenues for the third quarter of 2015 were $3.36 billion compared with $3.60 billion for the same 2014 period. Net income for the quarter was $335 million, or $0.74 per diluted share, compared with net income of $270 million, or $0.58 per diluted share, for the third quarter of 2014. On an as-adjusted basis, excluding certain items, net income in the third quarter of 2014 was $311 million, or $0.67 per diluted share.^(b)

The Company’s third quarter 2014 results have been adjusted to exclude approximately $0.14 per diluted share of after-tax net charges primarily related to the restructuring of several corporate functions and legal reserves, and the earnings from businesses and assets divested in 2014, which contributed $0.05 per diluted share to earnings in the third quarter of 2014.^(b)

David P. Steiner, President and Chief Executive Officer of Waste Management, commented, “Our third quarter results reflect the impact of our continued commitment to core price, disciplined growth, and cost controls, all of which are driving improvement in our key operating metrics. Each of our net income, operating income and margin, operating EBITDA and margin, and earnings per diluted share improved when compared to the third quarter of 2014.^(c)

“We made good progress on improving volumes in the third quarter, as internal revenue growth from our traditional solid waste volumes improved 180 basis points compared to the third quarter of 2014, and we saw positive volume growth in our very profitable industrial line of business. Internal revenue growth from volumes has improved each quarter since the first quarter of 2015, and we expect them to continue to strengthen into 2016 with our continued focus on adding higher margin volumes, and avoiding volume growth at below market rates. In addition, we generated strong free cash flow in the third quarter, allowing us to return $472 million to our shareholders.”

KEY HIGHLIGHTS FOR THE THIRD QUARTER 2015

•    The Company saw a $48 million increase in internal revenue growth from its traditional solid waste business and a $53 million increase in revenues from acquisitions. However, overall revenue declined by 6.7%, or $242 million, compared to the third quarter of 2014. That revenue decline stemmed from a $186 million decline from divestitures, $49 million in lower recycling revenues, $47 million in lower fuel surcharge revenues and $41 million in foreign currency fluctuations.

•    Core price, which consists of price increases and fees, other than the Company’s fuel surcharge, net of rollbacks, was 4.0%.^(d) The Company’s continued focus on generating price improvement in traditional solid waste operations was the primary contributor to revenue growth during the current quarter. Internal revenue growth from yield for collection and disposal operations was 1.8%.

•    Internal revenue growth from volume in the Company’s traditional solid waste business declined 0.1% in the third quarter of 2015, an improvement of 180 basis points versus a decline of 1.9% in the third quarter of 2014. Sequentially, this was a 50 basis point improvement from the 0.6% decline in the second quarter of 2015. Overall internal revenue growth from volume declined 1.4% in the third quarter.

•    Average recycling commodity prices were approximately 15.0% lower in the third quarter of 2015 compared with the prior year period. Recycling volumes declined 6.4% in the third quarter. Despite these declines, earnings per diluted share from the Company’s recycling operations were flat when compared to the prior year period as a result of operational improvements in our recycling business.

•    Operating expenses improved by $204 million compared to the prior year period. Excluding divestitures, operating expenses improved $91 million.^(b) Lower fuel and subcontractor costs, lower commodity rebates, continued route optimization, and foreign currency fluctuations drove the improvement. As a percent of revenue, operating expenses were 62.4% in the third quarter of 2015, as compared to 63.8% in the third quarter of 2014 after excluding divestitures, an improvement of 140 basis points. ^(b)

•    SG&A expenses were 9.8% of revenue and improved by $47 million, or 70 basis points, compared with the third quarter of 2014. Excluding divestitures and expenses related to legal reserve adjustments from the third quarter of 2014, SG&A expenses improved by $8 million and 10 basis points as a percent of revenue compared with the third quarter of 2014.^(b)

•    Net cash provided by operating activities was $657 million in the third quarter. Results were benefited by operating EBITDA improvement and a $60 million reduction in cash taxes paid, and partially offset by a $40 million payment to complete our withdrawal from the Central States Pension Plan. Capital expenditures were $335 million.

•    Free cash flow was $358 million in the third quarter of 2015 despite higher capital expenditures and the loss of $41 million of free cash flow from businesses divested in 2014.^(b) The Company had $36 million of divestiture proceeds in the quarter.

•    The Company returned $472 million to shareholders, including $300 million in share repurchases and $172 million in dividends.

•    The effective tax rate was approximately 32.3% in the third quarter of 2015, compared to the as-adjusted rate of 30.6% in the third quarter of 2014.^(b)

Steiner concluded, “We have now produced three consecutive quarters of strong results, and we expect that to continue as we conclude the year and look forward to 2016. Our employees continue to execute well on our pricing, disciplined growth, and cost control strategies. Based upon our results through September, we are confident that we can meet the analysts’ fourth quarter consensus of $0.67 of adjusted earnings per diluted share, which would allow us to exceed the upper end of our 2015 adjusted earnings per diluted share guidance of $2.55. We also expect to exceed the upper end of our full year free cash flow guidance of $1.5 billion.” ^(b)

_______________

(a)    For purposes of this press release, all references to “Net loss” and “Net income” refer to the financial statement line items “Net income (loss) attributable to Waste Management, Inc.” and “Net income attributable to Waste Management, Inc.,” respectively.

(b)    This press release contains a discussion of non-GAAP measures, as defined in Regulation G of the Securities Exchange Act of 1934, as amended. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP measures provides investors with (i) additional, meaningful comparisons of current results to prior periods’ results by excluding items that the Company does not believe reflect its fundamental business performance and are not representative or indicative of its results of operations and (ii) financial measures the Company uses in the management of its business. Accordingly, 2014 net income, earnings per diluted share and effective tax rate, and comparisons to 2014 operating expenses and SG&A expenses, have been presented in certain instances excluding items identified in the reconciliations provided.

The Company’s projected full year 2015 earnings per diluted share is not based on GAAP net earnings per diluted share and are anticipated to be adjusted to exclude the effects of events or circumstances in 2015 that are not representative or indicative of the Company’s results of operations including the items excluded from our as-adjusted first and third quarter results. Projected GAAP earnings per diluted share for the full year would require inclusion of the projected impact of future excluded items, including items that are not currently determinable, but may be significant, such as asset impairments and one-time items, charges, gains or losses from divestitures or litigation, or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, the Company does not have information available to provide a quantitative reconciliation of adjusted projected full year earnings per diluted share or projected earnings growth to a GAAP earnings per diluted share projection.

The Company also discusses free cash flow and provides projections of free cash flow. Free cash flow is a non-GAAP measure. The company discusses free cash flow because the Company believes that it is indicative of its ability to pay its quarterly dividends, repurchase common stock, fund acquisitions and other investments and, in the absence of refinancings, to repay its 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, the Company believes free cash flow gives investors useful insight into how the Company views its liquidity. Nevertheless, the use of free cash flow as a liquidity measure has material limitations because it excludes certain expenditures that are required or that the Company has committed to, such as declared dividend payments and debt service requirements. The Company defines 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.

The Company’s definition of free cash flow may not be comparable to similarly titled measures presented by other companies, and therefore is not subject to comparison.

The quantitative reconciliations of non-GAAP measures used herein to the most comparable GAAP measures are included in the accompanying schedules, with the exception of projected earnings per diluted share. Non-GAAP measures should not be considered a substitute for financial measures presented in accordance with GAAP, and investors are urged to take into account GAAP measures as well as non-GAAP measures in evaluating the Company.

(c)    The Company defines operating EBITDA as income from operations before depreciation and amortization; this measure may not be comparable to similarly titled measures reported by other companies.

(d)    Core price is a performance metric used by management to evaluate the effectiveness of our pricing strategies; it is not derived from our financial statements and may not be comparable to measures presented by other companies. Core price is based on certain historical assumptions, which may differ from actual results, to allow for comparability between reporting periods and to reveal trends in results over time.

The Company will host a conference call at 10:00 AM (Eastern) today to discuss the third quarter 2015 results. Information contained within this press release will be referenced and should be considered in conjunction with the call.

The conference call will be webcast live from the Investor Relations section of Waste Management’s website www.wm.com. To access the conference call by telephone, please dial (877) 710-6139 approximately 10 minutes prior to the scheduled start of the call. If you are calling from outside of the United States or Canada, please dial (706) 643-7398. Please utilize conference ID number 32546520 when prompted by the conference call operator.

A replay of the conference call will be available on the Company’s website www.wm.com and by telephone from approximately 1:00 PM (Eastern) Tuesday, October 27, 2015 through 5:00 PM (Eastern) on Tuesday, November 10, 2015. To access the replay telephonically, please dial (855) 859-2056, or from outside of the United States or Canada dial (404) 537-3406, and use the replay conference ID number 32546520.

The Company, from time to time, provides estimates of financial and other data, comments on expectations relating to future periods and makes statements of opinion, view or belief about current and future events. This press release contains a number of such forward-looking statements, including but not limited to statements regarding 2015 fourth quarter and full year earnings per diluted share; 2015 free cash flow; future results from pricing, growth, and cost control strategies; and volume trends, strategies, and improvement. You should view these statements with caution. They are based on the facts and circumstances known to the Company as of the date the statements are made. These forward-looking statements are subject to risks and uncertainties that could cause actual results to be materially different from those set forth in such forward-looking statements, including but not limited to, increased competition; pricing actions; failure to implement our optimization, growth, and cost savings initiatives and overall business strategy; failure to identify acquisition targets and negotiate attractive terms; failure to consummate or integrate such acquisitions; failure to obtain the results anticipated from acquisitions; environmental and other regulations; commodity price fluctuations; disposal alternatives and waste diversion; declining waste volumes; failure to develop and protect new technology; significant environmental or other incidents resulting in liabilities and brand damage; weakness in economic conditions; failure to obtain and maintain necessary permits; labor disruptions; impairment charges; and negative outcomes of litigation or governmental proceedings. Please also see the Company’s filings with the SEC, including Part I, Item 1A of the Company’s most recently filed Annual Report on Form 10-K, for additional information regarding these and other risks and uncertainties applicable to our business. The Company assumes no obligation to update any forward-looking statement, including financial estimates and forecasts, whether as a result of future events, circumstances or developments or otherwise.

ABOUT WASTE MANAGEMENT

Waste Management, based in Houston, Texas, is the leading provider of comprehensive waste management services in North America. Through its subsidiaries, the company provides collection, transfer, recycling and resource recovery, and disposal services. It is also a leading developer, operator and owner of landfill gas-to-energy facilities in the United States. The company’s customers include residential, commercial, industrial, and municipal customers throughout North America. To learn more information about Waste Management, visit www.wm.com or www.thinkgreen.com.

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Operating revenues

Costs and expenses:

Operating

Selling, general and administrative

Depreciation and amortization

Restructuring

(Income) expense from divestitures, asset impairments and unusual items

Income from operations

Other income (expense):

Interest expense, net

Equity in net losses of unconsolidated entities

Other, net

Income before income taxes

Provision for income taxes

Consolidated net income

Less: Net income attributable to noncontrolling interests

Net income attributable to Waste Management, Inc.

Basic earnings per common share

Diluted earnings per common share

Basic common shares outstanding

Diluted common shares outstanding

Cash dividends declared per common share

EPS Calculation:

Net income attributable to Waste Management, Inc.

Number of common shares outstanding at end of period

Effect of using weighted average common shares outstanding

Weighted average basic common shares outstanding

Dilutive effect of equity-based compensation awards and other contingently issuable shares

Weighted average diluted common shares outstanding

Basic earnings per common share

Diluted earnings per common share

Operating revenues

Costs and expenses:

Operating

Selling, general and administrative

Depreciation and amortization

Restructuring

(Income) expense from divestitures, asset impairments and unusual items

Income from operations

Other income (expense):

Interest expense, net

Loss on early extinguishment of debt

Equity in net losses of unconsolidated entities

Other, net

Income before income taxes

Provision for income taxes

Consolidated net income

Less: Net income (loss) attributable to noncontrolling interests

Net income attributable to Waste Management, Inc.

Basic earnings per common share

Diluted earnings per common share

Basic common shares outstanding

Diluted common shares outstanding

Cash dividends declared per common share

EPS Calculation:

Net income attributable to Waste Management, Inc.

Number of common shares outstanding at end of period

Effect of using weighted average common shares outstanding

Weighted average basic common shares outstanding

Dilutive effect of equity-based compensation awards and other contingently issuable shares

Weighted average diluted common shares outstanding

Basic earnings per common share

Diluted earnings per common share

Assets

Current assets:

Cash and cash equivalents

Receivables, net

Other

Total current assets

Property and equipment, net

Goodwill

Other intangible assets, net

Other assets

Total assets

Liabilities and Equity

Current liabilities:

Accounts payable, accrued liabilities, and deferred revenues

Current portion of long-term debt

Total current liabilities

Long-term debt, less current portion

Other liabilities

Total liabilities

Equity:

Waste Management, Inc. stockholders’ equity

Noncontrolling interests

Total equity

Total liabilities and equity

Cash flows from operating activities:

Consolidated net income

Adjustments to reconcile consolidated net income to net cash provided by operating activities:

Depreciation and amortization

Loss on early extinguishment of debt

Other

Change in operating assets and liabilities, net of effects of acquisitions and divestitures

Net cash provided by operating activities

Cash flows from investing activities:

Acquisitions of businesses, net of cash acquired

Capital expenditures

Proceeds from divestitures of businesses and other assets (net of cash divested)

Investments in unconsolidated entities

Net receipts from restricted trust and escrow accounts, and other

Net cash used in investing activities

Cash flows from financing activities:

New borrowings

Debt repayments

Premiums paid on early extinguishment of debt

Common stock repurchases

Cash dividends

Exercise of common stock options

Other, net

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

Operating Revenues by Lines of Business

Collection

Commercial

Residential

Industrial

Other

Total Collection

Landfill

Transfer

Wheelabrator

Recycling

Other

Intercompany (a)

Operating revenues

Analysis of Change in Year Over Year Revenues

Average yield (i)

Volume

Internal revenue growth

Acquisition

Divestitures

Foreign currency translation

(i) Average yield

Collection and disposal

Recycling commodities

Electricity

Fuel surcharges and mandated fees

    Total

Free Cash Flow Analysis (b)

Net cash provided by operating activities

Capital expenditures

Proceeds from divestitures of businesses and other assets (net of cash divested)

Free cash flow

Balance Sheet Data

Cash and cash equivalents

Debt-to-total capital ratio:

Long-term indebtedness, including current portion

Total equity

Total capital

Debt-to-total capital

Capitalized interest

Acquisition Summary (a)

Gross annualized revenue acquired

Total consideration

Cash paid for acquisitions

Other Operational Data

Internalization of waste, based on disposal costs

Total landfill disposal volumes (tons in millions)

Total waste-to-energy disposal volumes (tons in millions) (b)

Total disposal volumes (tons in millions)

Active landfills

Landfills reporting volume

Amortization, Accretion and Other Expenses for Landfills Included in Operating Groups:

Landfill amortization expense -

Cost basis of landfill assets

Asset retirement costs

Total landfill amortization expense (c) (d)

Accretion and other related expense

Landfill amortization, accretion and other related expense

Net Income and Diluted EPS, as reported

Adjustments to Net Income and Diluted EPS:

Restructuring charges

Legal reserves

(Income) from divestitures, asset impairments and unusual items

Net Income and Diluted EPS, as adjusted

Earnings from businesses and assets divested in 2014 (a)

Further Adjusted Net Income and Diluted EPS

As reported:

Operating revenues

SG&A expenses

Adjustments:

Operating revenues—Businesses and assets divested in 2014

SG&A expenses—Legal reserves

SG&A expenses—Businesses and assets divested in 2014

As adjusted:

Operating revenues

SG&A expenses (c)

Adjusted SG&A Expenses as a Percent of Revenues (c)

As reported amounts

Adjustments to Tax Expense:

Restructuring charges

Legal reserves

(Income) from divestitures, asset impairments and unusual items

As adjusted amounts

Net cash provided by operating activities, as reported

Adjustment:

Businesses and assets divested in 2014

Net cash provided by operating activities, as adjusted

Full Year 2015 Free Cash Flow Reconciliation (c)

Net cash provided by operating activities

Capital expenditures

Proceeds from divestitures of businesses and other assets (net of cash divested)

Free Cash Flow

Operating Revenues, as reported

Income from Operations, as reported

Depreciation and amortization

Operating EBITDA, as reported

Operating Revenues, as reported

Adjustments to Operating Revenues:

Businesses and assets divested in 2014

Adjusted Operating Revenues

Income from Operations, as reported

Adjustments to Income from Operations:

Restructuring charges

Legal reserves

(Income) from divestitures, asset impairments and unusual items

Businesses and assets divested in 2014

Adjusted Income from Operations

Depreciation and amortization (c)

Adjusted Operating EBITDA

Operating Revenues

Operating Expenses

SG&A Expenses (a)

Depreciation and Amortization

Income From Operations (a)

Operating EBITDA (a)

Net Income (a)

Earnings Per Diluted Share (a)

Net Cash Provided by Operating Activities

Capital Expenditures

Proceeds from Divestitures

Free Cash Flow

Gross Operating Revenues

Intercompany Operating Revenues

Net Operating Revenues

Operating Expenses

SG&A Expenses

Depreciation and Amortization

Income from Operations

Operating EBITDA (a)

Net Income

Earnings per Diluted Share

Net Cash Provided by Operating Activities

Capital Expenditures

Proceeds from Divestitures

Free Cash Flow (b)