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, 2021.

This Quarterly Report on Form 10-Q contains certain forward-looking statements
that are made subject to the safe harbor protections provided by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are often
identified by the words, "will," "may," "should," "continue," "anticipate,"
"believe," "expect," "plan," "forecast," "project," "estimate," "intend," and
words of a similar nature and include estimates or projections of financial and
other data; comments on expectations relating to future periods; plans or
objectives for the future; and statements of opinion, view or belief about
current and future events, circumstances or performance. You should view these
statements with caution. They are based on the facts and circumstances known to
us 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 failure to implement our optimization, growth, and
cost savings initiatives and overall business strategy; failure to identify
acquisition targets, consummate and integrate acquisitions; failure to obtain
the results anticipated from acquisitions; environmental and other regulations,
including developments related to emerging contaminants, gas emissions and
renewable fuel; significant environmental, safety or other incidents resulting
in liabilities or brand damage; failure to obtain and maintain necessary
permits; failure to attract, hire and retain key team members and a high quality
workforce; changes in wage and labor related regulations; significant storms and
destructive climate events; public health risk and other impacts of COVID-19 or
similar pandemic conditions, including related regulations, resulting in
increased costs and social, labor and commercial disruption; macroeconomic
pressures and market disruption resulting in labor, supply chain and
transportation constraints and inflationary cost pressure; increased
competition; pricing actions; commodity price fluctuations; impacts from
Russia's invasion of Ukraine and the resulting geopolitical conflict and
international response, including increased risk of cyber incidents and
exacerbation of market disruption, inflationary cost pressure and changes in
commodity prices, fuel and other energy costs; international trade restrictions;
disposal alternatives and waste diversion; declining waste volumes; weakness in
general economic conditions and capital markets; adoption of new tax
legislation; fuel shortages; failure to develop and protect new technology;
failure of technology to perform as expected, including implementation of a new
enterprise resource planning and human capital management system; failure to
prevent, detect and address cybersecurity incidents or comply with privacy
regulations; negative outcomes of litigation or governmental proceedings;
decisions or developments that result in impairment charges and other risks
discussed in our filings with the SEC, including Part I, Item 1A of our Annual
Report on Form 10-K for the year ended December 31, 2021. We assume 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.

Overview

We are North America's leading provider of comprehensive environmental
solutions, providing services throughout the United States ("U.S.") and Canada.
We partner with our residential, commercial, industrial, and municipal customers
and the communities we serve to manage and reduce waste at each stage from
collection to disposal, while recovering valuable resources and creating clean,
renewable energy. We own or operate the largest network of landfills throughout
the U.S. and Canada. In order to make disposal more practical for larger urban
markets, where the distance to landfills is typically farther, we manage
transfer stations that consolidate, compact and transport waste efficiently and
economically. We are also a leading developer, operator and owner of landfill
gas-to-energy facilities in the U.S. and Canada that produce renewable
electricity and renewable natural gas, which is a significant source of fuel for
our natural gas fleet. Additionally, we are a leading recycler in the U.S. and
Canada, handling materials that include paper, cardboard, glass, plastic and
metal. Our "Solid Waste" business is operated and managed locally by our
subsidiaries that focus on distinct geographic areas and provide collection,
transfer, disposal, and recycling and resource recovery services.

In 2021, our senior management began evaluating, overseeing, and managing the financial performance of our Solid Waste operations through two operating segments. Our East Tier primarily consists of geographic areas located in the



                                       25

Eastern U.S., the Great Lakes region and substantially all of Canada. Our West
Tier primarily includes geographic areas located in the Western U.S., including
the upper Midwest region, and British Columbia, Canada. Each of our Solid Waste
operating segments provides integrated environmental services, including
collection, transfer, recycling, and disposal.

Our Solid Waste operating revenues are primarily generated from fees charged for
our collection, transfer, disposal, and recycling and resource recovery
services, and from sales of commodities by our recycling and landfill
gas-to-energy operations. Revenues from our collection operations are influenced
by factors such as collection frequency, type of collection equipment furnished,
type and volume or weight of the waste collected, distance to the disposal
facility or material recovery facility and our disposal costs. Revenues from our
landfill operations consist of tipping fees, which are generally based on the
type and weight or volume of waste being disposed of at our disposal facilities.
Fees charged at transfer stations are generally based on the weight or volume of
waste deposited, considering our cost of loading, transporting, and disposing of
the solid waste at a disposal site. Recycling revenues generally consist of
tipping fees and the sale of recycling commodities to third parties. The fees we
charge for our services generally include our environmental, fuel surcharge and
regulatory recovery fees which are intended to pass through to customers direct
and indirect costs incurred. We also provide additional services that are not
managed through our Solid Waste business, described under Results of Operations
below.

Strategy

Our fundamental strategy has not changed; we remain dedicated to providing
long-term value to our stockholders by successfully executing our core strategy
of focused differentiation and continuous improvement. As North America's
leading provider of comprehensive environmental solutions, sustainability and
environmental stewardship is embedded in all that we do. We have enabled a
people-first, technology-led focus to drive our mission to maximize resource
value, while minimizing environmental impact, so that both our economy and our
environment can thrive. Our strategy leverages and sustains the strongest asset
network in the industry to drive best-in-class customer experience and growth.
Our strategic planning processes appropriately consider that the future of our
business and the industry can be influenced by changes in economic conditions,
the competitive landscape, the regulatory environment, asset and resource
availability and technology. We believe that focused differentiation, which is
driven by capitalizing on our unique and extensive network of assets, will
deliver profitable growth and position us to leverage competitive advantages.
Simultaneously, we believe the combination of cost control and investing in
automation to improve processes and drive operational efficiency will yield an
attractive total cost structure and enhanced service quality. While we continue
to improve existing diversion technologies, such as through investments in our
recycling operations, we are also evaluating and pursuing emerging diversion
technologies that may generate additional value.

Business Environment


The waste industry is a comparatively mature and stable industry. However,
customers increasingly expect more of their waste materials to be recovered and
those waste streams are becoming more complex. In addition, many state and local
governments mandate diversion, recycling and waste reduction at the source and
prohibit the disposal of certain types of waste at landfills. We monitor these
developments to adapt our service offerings. As companies, individuals and
communities look for ways to be more sustainable, we promote our comprehensive
services that go beyond our core business of collecting and disposing of waste
in order to meet their needs. This includes expanding traditional recycling
services, increasing organics collection and processing, and expanding our
renewable energy projects to meet the evolving needs of our diverse customer
base. As the leading waste management environmental services provider in North
America, we are taking big, bold steps to catalyze positive change - change that
will impact our Company as well as the communities we serve. Consistent with our
Company's long-standing commitment to sustainability and environmental
stewardship, we published our 2022 Sustainability Report providing details on
our Environmental, Social and Governance ("ESG") performance and outlining new
2030 priorities. The Sustainability Report conveys the strong linkage between
the Company's ESG goals and our growth strategy, inclusive of the planned
expansion of the Company's recycling and renewable energy businesses. The
information in this report can be found at https://sustainability.wm.com but it
does not constitute a part of, and is not incorporated by reference into, this
Quarterly Report on Form 10-Q.

                                       26

We encounter intense competition from governmental, quasi-governmental and
private service providers based on pricing, and to a much lesser extent, the
nature of service offerings, particularly in the residential line of business.
Our industry is directly affected by changes in general economic factors,
including increases and decreases in consumer spending, business expansions and
construction activity. These factors generally correlate to volumes of waste
generated and impact our revenue. Negative economic conditions and other
macroeconomic trends, can and have caused customers to reduce their service
needs. Such negative economic conditions, in addition to competitor actions, can
impact our strategy to negotiate, renew, or expand service contracts and grow
our business. We also encounter competition for acquisitions and growth
opportunities. General economic factors and the market for consumer goods, in
addition to regulatory developments, can also significantly impact commodity
prices for the recyclable materials we sell. Significant components of our
operating expenses vary directly as we experience changes in revenue due to
volume and a heightened pace of inflation. Volume changes can fluctuate
dramatically by line of business and volume changes in higher margin businesses,
such as what we saw with COVID-19, can impact key financial metrics. We must
dynamically manage our cost structure in response to volume changes and cost
inflation.

We believe the Company's industry-leading asset network and strategic focus on
investing in our people and our digital platform will give the Company the
necessary tools to address the evolving challenges impacting the Company and our
industry. In line with our commitment to continuous improvement and a
differentiated customer experience, we remain focused on our automation and
optimization investments to enhance our operational efficiency and change the
way we interact with our customers. Enhancements made through this initiative
are intended to seamlessly and digitally connect all the Company's functions
required to service our customers in order to provide the best experience and
service. In late 2021, we began to execute on the next phase of this technology
enablement strategy to automate and optimize certain elements of our service
delivery model. This next phase will prioritize reduced labor dependency on
certain high-turnover jobs, particularly in customer experience, recycling and
residential collection. We continue to make these investments to further
digitalize our customer self-service and implement technologies to further
enhance the safety, reliability and efficiency of our collection operations.
Additionally, in 2022, we implemented our new enterprise resource planning
systems that will contribute to operational and service excellence by empowering
our people through modern, simplified and connected finance, accounting and
human capital management platforms.

Certain macroeconomic pressures and market disruption, driven in part by the
COVID-19 pandemic and other external events and conditions, including rising
inflation and a constrained labor market, intensified during the second half of
2021 and have continued throughout 2022. The constrained labor market has
resulted in increased costs for wage adjustments, overtime hours and training
new hires to address frontline employee turnover, increased volume, and
operational challenges. The COVID-19 pandemic and other external events and
conditions have also contributed to significant global supply chain disruption
and inflationary pressure for the goods and services we purchase, with a
particular impact on our repair and maintenance costs. Supply chain constraints
have also caused delayed delivery of fleet, steel containers and other
purchases. Aspects of our business rely on third-party transportation providers,
and such services have become more limited and expensive. Additionally, demand
for recycled material strengthened through 2021 and into early 2022, moderating
during the second quarter and began to decline in the third quarter of 2022.
Continued significant headwinds are expected for the remainder of the year and
into 2023 amid significant price declines resulting from the slowdown in the
global economy, which is reducing retail demand and the need for package
shipping. We are also currently experiencing margin pressures from
commodity-driven business impacts, particularly from higher fuel prices. The
extent and duration of the impact of these labor market, supply chain,
transportation and recycling challenges are subject to numerous external factors
beyond our control, including broader macroeconomic conditions; size, location,
and qualifications of the labor pool; wage and price structures; adoption of new
or revised regulations; future resurgence in pandemic conditions and
restrictions; geopolitical conflicts and responses and supply and demand for
recycled materials. As we experience inflationary cost pressures, we focus on
our strategic pricing efforts, as well as operating efficiencies and cost
controls, to maintain and grow our earnings and cash flow. With these
macroeconomic pressures, we remain focused on putting our people first to ensure
that they are well positioned to execute our daily operations diligently and
safely. We are encouraged by our results in 2022 and remain focused on
delivering outstanding customer service, managing our variable costs with
changing volumes and investing in technology that will enhance our customers'
experience and reduce our cost to serve.

                                       27

Current Quarter Financial Results



During the third quarter of 2022, we delivered strong revenue and income from
operations as we continued to experience yield and volume improvement in our
collection and disposal business. We remain diligent in offering a competitively
profitable service that meets the needs of our customers and are focused on
driving operating efficiencies and reducing discretionary spend. We continue to
invest in our people through market wage adjustments, investments in our digital
platform and training for new team members. Despite the significant downturn in
commodity prices for recyclable material, which were caused by overall lower
demand and growing supply led by global economic conditions, we remain committed
to our investment in recycling automation, which reduces costs and increases
throughput, positioning us to overcome commodity price headwinds and deliver a
differentiated service. We also continue to make investments in automation and
optimization to enhance our operational efficiency and improve labor
productivity for all lines of business. During the third quarter of 2022, we
allocated $757 million of available cash to capital expenditures, both as a
continuing investment in our traditional solid waste business and to support
growth in our sustainability asset network. We also allocated $808 million to
our shareholders through dividends and common stock repurchases.

Key elements of our financial results for the third quarter include:

Revenues of $5,075 million, compared with $4,665 million in the prior year

period, an increase of $410 million, or 8.8%. The increase is primarily

? attributable to (i) higher yield in our collection and disposal lines of

business; (ii) increases from our fuel surcharge program and (iii) volume

growth. These increases were partially offset by lower average market prices

for recycling commodities;

Operating expenses of $3,156 million, or 62.2% of revenues, compared with

$2,906 million, or 62.3% of revenues, in the prior year period. The

$250 million increase is primarily attributable to (i) inflationary cost

pressures, particularly for maintenance and repairs and subcontractor costs;

(ii) commodity-driven business impacts from higher fuel prices and (iii) labor

cost pressure from frontline employee wage adjustments. These increases were

? partially offset by (i) a $26 million catch-up benefit from the extension of

alternative fuel tax credits during the quarter that was retroactive to January

1, 2022 and (ii) the commodity-driven business impacts of lower recycling

rebates. Operating expense as a percentage of revenue improved in the

collection and disposal business as pricing and operating efficiencies worked

to overcome inflationary cost pressures. This improvement was largely offset by

the impacts of a sharp decline in market prices for recycled commodities;

Selling, general and administrative expenses were $473 million, or 9.3% of

revenues, compared with $469 million, or 10.1% of revenues, in the prior year

? period. The $4 million increase is primarily attributable to strategic

investments in our digital platform, including those that support our ongoing

sustainability initiatives;

Income from operations was $942 million, or 18.6% of revenues, compared with

$806 million, or 17.3% of revenues, in the prior year period. The increase in

? the current quarter was primarily driven by deliberate steps to grow revenue

and effectively manage costs through operational efficiencies, which allowed us

to overcome inflationary pressures;

Net income attributable to Waste Management, Inc. was $639 million, or $1.54

per diluted share, compared with $538 million, or $1.28 per diluted share, in

? the prior year period. With the increase in income from operations, as

discussed above, there was also an increase in our income tax expense impacting

our net income;

Net cash provided by operating activities was $1,182 million compared with

$1,184 million in the prior year period. Our net cash provided by operating

? activities was relatively flat when compared to the prior year period,

primarily due to higher earnings offset by the effect of increased tax payments

and an increase in the number of payroll cycles in the current year period; and

Free cash flow was $432 million compared with $773 million in the prior year

period. The decrease in free cash flow is primarily attributable to (i) an

increase in capital spending, primarily driven by our intentional investment in

? sustainability growth projects as well as timing differences in our fixed asset

purchases to support our ongoing operations and (ii) lower proceeds from

divestitures of businesses. Free cash flow is a non-GAAP measure of liquidity.

Refer to Free Cash Flow below for our definition of free cash flow, additional


   information about our


                                       28

use of this measure, and a reconciliation to net cash provided by operating

activities, which is the most comparable GAAP measure.




Results of Operations

Operating Revenues

We evaluate, oversee and manage the financial performance of our Solid Waste
business subsidiaries through our East and West Tiers. We also provide
additional services that are not managed through our Solid Waste business,
including both our Strategic Business Solutions ("WMSBS") and sustainability
businesses, which include landfill gas-to-energy services, environmental
solutions services and recycling brokerage services. We also offer certain other
expanded service offerings and solutions. The mix of operating revenues from our
major lines of business is reflected in the table below (in millions):

                      Three Months Ended        Nine Months Ended
                        September 30,             September 30,
                       2022         2021        2022         2021
Commercial          $     1,392    $ 1,214    $   4,034    $   3,523
Industrial                  966        829        2,744        2,383
Residential                 846        795        2,483        2,371
Other collection            187        140          521          391
Total collection          3,391      2,978        9,782        8,668
Landfill                  1,197      1,100        3,442        3,090
Transfer                    562        550        1,602        1,547
Recycling                   420        464        1,341        1,203
Other (a)                   614        551        1,785        1,541
Intercompany (b)        (1,109)      (978)      (3,189)      (2,796)
Total               $     5,075    $ 4,665    $  14,763    $  13,253

The "Other" line of business includes (i) certain services provided by our

WMSBS business; (ii) certain services within our sustainability business,

including our landfill gas-to-energy operations managed by our WM Renewable

Energy business, our construction and remediation services and our services

associated with the disposal of fly ash and (iii) certain other expanded (a) service offerings and solutions. In addition, our "Other" line of business

reflects the results of non-operating entities that provide financial

assurance and self-insurance support for our Solid Waste business, net of

intercompany activity. Revenue attributable to collection, landfill, transfer

and recycling services provided by our "Other" businesses has been reflected

as a component of the relevant line of business for purposes of presentation

in this table.

(b) Intercompany revenues between lines of business are eliminated in the

Condensed Consolidated Financial Statements included within this report.




                                       29

The following table provides details associated with the period-to-period changes in revenues and average yield (dollars in millions):



                                    Period-to-Period Change for the                           Period-to-Period Change for the
                                           Three Months Ended                                        Nine Months Ended
                                      September 30, 2022 vs. 2021                               September 30, 2022 vs. 2021
                                       As a % of                   As a % of                    As a % of                  As a % of
                                        Related                      Total                       Related                     Total
                           Amount     Business(a)       Amount     Company(b)       Amount     Business(a)      Amount     Company(b)
Collection and disposal    $   280            7.1 %                                $    722            6.3 %
Recycling (c)                 (54)         (11.6)                                       158           13.7
Fuel surcharges and
other (d)                      132           54.0                                       375           57.1
Total average yield (e)                                $    358           7.7 %                                 $ 1,255           9.5 %
Volume (d)                                                   47           1.0                                       264           2.0
Internal revenue growth                                     405           8.7                                     1,519          11.5
Acquisitions                                                 15           0.3                                        20           0.1
Divestitures                                                (2)             -                                      (13)         (0.1)
Foreign currency
translation                                                 (8)         (0.2)                                      (16)         (0.1)
Total                                                  $    410           8.8 %                                 $ 1,510          11.4 %

Calculated by dividing the increase or decrease for the current year period (a) by the prior year period's related business revenue adjusted to exclude the

impacts of divestitures for the current year period.

Calculated by dividing the increase or decrease for the current year period (b) by the prior year period's total Company revenue adjusted to exclude the

impacts of divestitures for the current year period.

(c) Includes combined impact of commodity price variability and changes in fees.

Beginning in the fourth quarter of 2021, includes changes in our revenue (d) attributable to our WM Renewable Energy business from yield and volume. We

have revised our prior year results to conform with the current year

presentation.

(e) The amounts reported herein represent the changes in our revenue attributable

to average yield for the total Company.

The following provides further details about 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 and landfill
operations, exclusive of volume changes. Revenue growth from collection and
disposal average yield includes not only base rate changes and environmental and
service fee fluctuations, but also (i) certain average price changes related to
the overall mix of services, which are due to the types of services provided;
(ii) changes in average price from new and lost business and (iii) price
decreases to retain customers.

                                       30

The details of our revenue growth from collection and disposal average yield are as follows (dollars in millions):



                                             Period-to-Period Change for the          Period-to-Period Change for the
                                                   Three Months Ended                        Nine Months Ended
                                               September 30, 2022 vs. 2021              September 30, 2022 vs. 2021
                                                                  As a % of                                As a % of
                                                                   Related                                  Related
                                            Amount                Business           Amount                Business
Commercial                                $      109                        9.8 %  $      284                        8.7 %
Industrial                                        86                       11.0           221                        9.9
Residential                                       48                        6.3           126                        5.5
Total collection                                 243                        8.7           631                        7.8
Landfill                                          21                        3.2            57                        3.0
Transfer                                          16                        5.5            34                        4.2

Total collection and disposal             $      280                        7.1 %  $      722                        6.3 %


Our overall strategic pricing efforts are focused on recovering inflationary
cost increases we experience in our business by increasing our average unit
rate. We continue to experience strong average yield growth in our collection
line of business of 8.7% and 7.8% for the three and nine months ended September
30, 2022, respectively, illustrating our focus on our pricing efforts in this
inflationary environment. We are also continuing to see growth in our disposal
business, with our municipal solid waste experiencing 6.5% and 6.1% average
yield growth for the three and nine months ended September 30, 2022,
respectively.

Recycling - Recycling revenue decreased $54 million and increased $158 million
for the three and nine months ended September 30, 2022, respectively, as
compared with the prior year periods. Demand for recycled material strengthened
through 2021 and into early 2022, moderating during the second quarter and began
to decline in the third quarter of 2022. Continued significant headwinds are
expected for the remainder of the year and into 2023 amid significant price
declines resulting from the slowdown in the global economy, which is reducing
retail demand and the need for package shipping. During the third quarter of
2022, average market prices for recycling commodities at the Company's
facilities were approximately 30% lower as compared to the prior year period.

Fuel Surcharges and Other - These fees, which include (i) our fuel surcharge
program; (ii) yield from our WM Renewable Energy business and (iii) other
mandated fees, increased $132 million and $375 million for the three and nine
months ended September 30, 2022, respectively, as compared with the prior year
periods. Fuel surcharge revenues are based on and fluctuate in response to
changes in the national average prices for diesel fuel, and also vary with
changes in our volume-based revenue activity. Revenue from our fuel surcharge
program increased $123 million and $324 million for the three and nine months
ended September 30, 2022, respectively, as compared with the prior year periods.
Market prices for diesel fuel increased approximately 55% and 60% for the three
and nine months ended September 30, 2022, respectively, as compared with the
prior year periods. Revenue from yield growth in our WM Renewable Energy
business increased $8 million and $46 million for the three and nine months
ended September 30, 2022, respectively, as compared with the prior year periods.
This increase was primarily driven by increases in the value for electricity and
renewable natural gas. The mandated fees are primarily related to fees and taxes
assessed by various state, county and municipal government agencies at our
landfills and transfer stations. These amounts have not significantly impacted
the change in revenue for the three and nine months ended September 30, 2022, as
compared with the prior year periods.

Volume



Our revenues from volumes (excluding volumes from acquisitions and divestitures)
increased $47 million, or 1.0%, and $264 million, or 2.0%, for the three and
nine months ended September 30, 2022, respectively, as compared with the prior
year periods. Our collection and disposal business volumes grew 1.4% and 2.5%
for the three and nine months ended September 30, 2022, respectively, as
compared with the prior year periods.

Our third quarter of 2022 volume growth has moderated when compared to the accelerated volume recovery from COVID-related impacts experienced in the prior year period. Special waste volumes at our landfills have been the most



                                       31

significant driver of volume growth, primarily due to an increase in
event-driven projects. In addition, our WMSBS business volumes grew as a result
of our continued focus on a differentiated service model for national accounts
customers.

Operating Expenses

The following table summarizes the major components of our operating expenses (in millions of dollars and as a percentage of revenues):



                                        Three Months Ended                         Nine Months Ended
                                          September 30,                              September 30,
                                    2022                 2021                  2022                 2021
Labor and related benefits     $   880    17.3 %    $   835    17.9 %     $ 2,563    17.4 %    $ 2,372    17.9 %
Transfer and disposal costs        313     6.2          300     6.4           909     6.2          872     6.6
Maintenance and repairs            475     9.4          414     8.9         1,351     9.1        1,183     8.9
Subcontractor costs                536    10.5          466    10.0         1,496    10.1        1,303     9.8
Cost of goods sold                 247     4.9          263     5.6           778     5.3          655     5.0
Fuel                               132     2.6          101     2.2           438     3.0          282     2.1
Disposal and franchise fees
and taxes                          188     3.7          183     3.9           545     3.7          516     3.9
Landfill operating costs           100     2.0          105     2.2           303     2.0          308     2.3
Risk management                     89     1.7           88     1.9           269     1.8          242     1.8
Other                              196     3.9          151     3.3           549     3.7          423     3.2
                               $ 3,156    62.2 %    $ 2,906    62.3 %     $ 9,201    62.3 %    $ 8,156    61.5 %


Our operating expenses increased primarily due to (i) inflationary cost
pressures, particularly for maintenance and repairs and subcontractor costs;
(ii) commodity-driven business impacts from higher fuel prices and (iii) labor
cost pressure from frontline employee wage adjustments. These increases were
partially offset in the third quarter of 2022 by (i) a $26 million catch-up
benefit from the extension of alternative fuel tax credits that was retroactive
to January 1, 2022 and (ii) commodity-driven business impacts from lower
recycling rebates. For the nine months ended September 30, 2022, as compared
with the prior year period, commodity-driven business impacts from higher
recycling rebates in the first half of 2022 more than offset the decrease in the
third quarter of 2022. We also continue to focus on operating efficiency and
efforts to control costs.

Significant items affecting the comparison of operating expenses for the reported periods include:



Labor and Related Benefits - The increase in labor and related benefits costs
was largely driven by (i) proactive market wage adjustments to hire and retain
talent; (ii) merit increases and annual incentive compensation costs and
(iii) increases in health and welfare costs attributable to our intentional
investment in delivering a leading benefits program for our employees and
increases in medical care activity.

Transfer and Disposal Costs - The increase in transfer and disposal costs was
largely driven by inflationary cost increases, which includes increased disposal
fees at third-party sites and higher fuel from our third-party haulers.

Maintenance and Repairs - The increase in maintenance and repairs costs was
largely driven by (i) inflationary cost increases for parts, supplies and
third-party services; (ii) additional fleet maintenance driven by supply chain
constraints, which have delayed deliveries of new trucks; (iii) labor cost
increases for our technicians, including higher overtime and (iv) an increase in
container repairs driven by delays in delivery of steel containers due to supply
chain constraints.

Subcontractor Costs - The increase in subcontractor costs was largely driven by
(i) inflationary cost increases, particularly for fuel and labor costs from
third-party haulers and (ii) an increase in volumes in our WMSBS business, which
relies more extensively on subcontracted hauling than our collection and
disposal business.

Cost of Goods Sold - The increase in cost of goods sold for the nine months ended September 30, 2022, was primarily driven by an approximate 40% increase in recycling commodity prices for the six months ended June 30, 2022, as



                                       32

compared to the prior year period, partially offset by an approximate 30% decrease in recycling commodity prices for the three months ended September 30, 2022, as compared to the prior year period.


Fuel - The increase in fuel costs was primarily due to increases in market
diesel and natural gas fuel prices during the three and nine months ended
September 30, 2022, respectively, as compared to the prior year periods. This
increase was partially offset in the third quarter of 2022 by a $26 million
catch-up benefit from the extension of alternative fuel tax credits that was
retroactive to January 1, 2022.

Disposal and Franchise Fees and Taxes - The increase in disposal and franchise
fees and taxes was primarily driven by higher franchise fees paid to certain
municipalities where we operate and overall rate increases in our fees and taxes
paid on our disposal volumes.

Landfill Operating Costs - Our landfill operating costs were essentially flat
for the reported periods. The variability in the reported periods is largely due
to changes in the measurement of our environmental remediation obligations and
recovery assets in 2022 and 2021. Our measurement of these balances includes
application of a risk-free discount rate, which is based on the rate for U.S.
Treasury bonds. In 2022, there was an increase in the discount rate, which
resulted in a reduction in the net liability balance and a credit to expense.

Risk Management - Risk management costs increased primarily due to inflation in premiums. The nine months ended September 30, 2022 was also impacted by an increase in claims costs due to unfavorable cost development on a limited population of severe cases.



Other - Other operating cost increases were primarily due to (i) inflationary
cost pressures; (ii) a write-down of assets and inventory related to Hurricane
Ian; (iii) higher equipment rental costs attributable, in part, to supply chain
constraints slowing normal course fleet and equipment orders and (iv) an
increase in business travel in 2022. Additionally, a favorable litigation
settlement in the second quarter of 2021 impacted the comparison for the nine
months ended September 30, 2022.

Selling, General and Administrative Expenses



The following table summarizes the major components of our selling, general and
administrative expenses (in millions of dollars and as a percentage of
revenues):

                                         Three Months Ended                      Nine Months Ended
                                           September 30,                          September 30,
                                       2022              2021                2022                2021
Labor and related benefits         $ 293    5.8 %    $ 311     6.7 %    $   910    6.2 %    $   905     6.8 %
Professional fees                     65    1.3         53     1.1          193    1.3          158     1.2
Provision for bad debts               12    0.2         11     0.2           36    0.2           28     0.2
Other                                103    2.0         94     2.1          312    2.1          281     2.2
                                   $ 473    9.3 %    $ 469    10.1 %    $ 1,451    9.8 %    $ 1,372    10.4 %


Selling, general and administrative expenses have increased primarily due to
strategic investments in our digital platform, including those that support our
ongoing sustainability initiatives. Although our costs increased, the
significant revenue increases positioned us to reduce our overall selling,
general and administrative expenses as a percentage of revenues when compared
with the prior year periods.

Significant items affecting the comparison of our selling, general and administrative expenses for the reported periods include:


Labor and Related Benefits -The decrease in labor and related benefits for the
three months ended September 30, 2022, as compared with the prior year period,
is primarily related to lower long-term incentive compensation costs. Higher
annual incentive compensation costs, annual merit increases and increases in
health and welfare costs attributable to our intentional investment in
delivering a leading benefits program for our employees and

                                       33

increases in medical care activity partially offset such decrease for the three
months ended September 30, 2022, and more than offset such decrease for the nine
months ended September 30, 2022, as compared with the prior year periods.

Professional Fees - The increase in professional fees was primarily driven by
strategic investments in our digital platform and sustainability initiatives.
Partially offsetting these increases were lower integration costs related to our
acquisition of Advanced Disposal Services, Inc. ("Advanced Disposal").

Provision for Bad Debts - The increase in provision for bad debts is primarily related to our increased revenue.



Other - The increase in other expenses was primarily driven by costs associated
with an increase in technology infrastructure to support our strategic
investments in our digital platform and an increase in business travel expense
in 2022.

Depreciation and Amortization Expenses



The following table summarizes the components of our depreciation and
amortization expenses (in millions of dollars and as a percentage of revenues):

                                     Three Months Ended                        Nine Months Ended
                                       September 30,                            September 30,
                                   2022              2021                  2022                 2021
Depreciation of tangible
property and equipment         $ 287    5.7 %    $ 282     6.0 %     $   859      5.8 %    $   840     6.3 %
Amortization of landfill
airspace                         184    3.6        200     4.3           539      3.7          541     4.1
Amortization of intangible
assets                            32    0.6         35     0.8            95      0.6          108     0.8
                               $ 503    9.9 %    $ 517    11.1 %     $ 1,493     10.1 %    $ 1,489    11.2 %


The increase in depreciation of tangible property and equipment was primarily
driven by investments in capital assets to service our customers, such as heavy
equipment and containers. The decrease in amortization of landfill airspace for
the three and nine months ended September 30, 2022 was primarily driven by a
prior year charge of $15 million due to management's decision to close a
landfill in our West Tier segment earlier than expected, resulting in
acceleration of the timing of capping, closure and post-closure activities
during the third quarter of 2021. The decrease for the nine months ended
September 30, 2022, when compared with the prior year period, was partially
offset by landfill volume increases and changes in amortization rates from
revisions in landfill estimates. The decrease in amortization of intangible
assets was primarily driven by the reduction in amortization of acquired
intangible assets from the acquisition of Advanced Disposal.

(Gain) Loss from Divestitures, Asset Impairments and Unusual Items, Net



For the nine months ended September 30, 2022, we recognized a $17 million charge
in the first quarter in our Corporate and Other segment to adjust an indirect
wholly-owned subsidiary's estimated potential share of the liability for a
proposed environmental remediation plan at a closed site, as discussed in Note 6
to the Condensed Consolidated Financial Statements.

For the nine months ended September 30, 2021, we recognized net gains of $17
million consisting of (i) an $8 million gain in the first quarter from
divestitures of certain ancillary operations in our Other segment and (ii) a
$35 million pre-tax gain in the third quarter from the recognition of cumulative
translation adjustments on the divestiture of certain non-strategic Canadian
operations in our East Tier segment. These gains were partially offset by (i) a
$20 million charge pertaining to reserves for loss contingencies in our
Corporate and Other segment and (ii) $6 million of asset impairment charges
primarily related to our WM Renewable Energy business within our Other segment.

                                       34

Income from Operations

The following table summarizes income from operations for our reportable segments (dollars in millions):



                                Three Months Ended                                     Nine Months Ended
                                  September 30,             Period-to-Period             September 30,            Period-to-Period
                                2022         2021(c)             Change                2022        2021(c)             Change
Solid Waste:
East Tier                     $     616      $    550     $      66        12.0 %    $   1,728     $  1,514     $      214       14.1 %
West Tier                           622           548            74        13.5          1,779        1,577            202       12.8
Solid Waste                       1,238         1,098           140        12.8          3,507        3,091            416       13.5
Other (a)                             -            10          (10)           *             19           36           (17)          *
Corporate and Other (b)           (296)         (302)             6       (2.0)          (926)        (880)           (46)        5.2
Total                         $     942      $    806     $     136        16.9 %    $   2,600     $  2,247     $      353       15.7 %
Percentage of revenues             18.6 %        17.3 %                                   17.6 %       17.0 %

*Percentage change does not provide a meaningful comparison.

"Other" includes (i) elements of our WMSBS business that are not included in

the operations of our reportable segments; (ii) elements of our

sustainability business that includes landfill gas-to-energy operations

managed by our WM Renewable Energy business, our environmental solutions (a) services and recycling brokerage services and not included in the operations

of our reportable segments; (iii) certain other expanded service offerings

and solutions and (iv) the results of non-operating entities that provide

financial assurance and self-insurance support for our Solid Waste business,

net of intercompany activity.

"Corporate and Other" operating results reflect certain costs incurred for

various support services that are not allocated to our reportable segments.

These support services include, among other things, treasury, legal, digital, (b) tax, insurance, centralized service center processes, other administrative

functions and the maintenance of our closed landfills. Income from operations

for "Corporate and Other" also includes costs associated with our long-term

incentive program.

In the fourth quarter of 2021, we discontinued certain allocations from our (c) Corporate and Other segment to our Solid Waste operating segments and Other

segment. Reclassifications have been made to our prior period information for

comparability purposes.




The significant items affecting income from operations for our segments during
the three and nine months ended September 30, 2022, as compared with the prior
year periods, are summarized below:

Solid Waste - Income from operations in our Solid Waste business increased

primarily due to (i) revenue growth in our collection and disposal businesses

driven by both yield and volume and (ii) a $26 million catch-up benefit from

the extension of alternative fuel tax credits that was retroactive to January

1, 2022. Our income from operations for the nine months ended September 30,

2022 was favorably impacted by an increase in our recycling line of business as

a result of an overall increase in average market prices for recycling

commodities during the first half of 2022. These increases were partially

? offset by (i) inflationary cost pressures; (ii) labor cost increases from

frontline employee wage adjustments and (iii) commodity-driven business impacts

from higher fuel prices. Additionally, the prior year included a pre-tax net

gain from the recognition of cumulative translation adjustments on the

divestiture of certain non-strategic Canadian operations in our East Tier

segment and a charge due to management's decision to close a landfill in our

West Tier segment earlier than expected, resulting in acceleration of the

timing of capping, closure and post-closure activities in the third quarter of

2021.

Corporate and Other - The increase in income from operations from our Corporate

and Other segment for the three months ended September 30, 2022, as compared

with the prior year period, was primarily driven by (i) lower long-term

? incentive compensation costs and (ii) lower integration costs from our

acquisition of Advanced Disposal. Increased costs to support strategic

investments in our digital platform, including those that support our ongoing


   sustainability initiatives, and increased labor costs from higher annual
   incentive costs and merit


                                       35

increases, partially offset the three months ended September 30, 2022, and more

than offset the nine months ended September 30, 2022, as compared with the prior


  year periods.


Interest Expense, Net

Our interest expense, net was $91 million and $269 million for the three and
nine months ended September 30, 2022, respectively, compared to $87 million and
$282 million for the three and nine months ended September 30, 2021,
respectively. The increase for the third quarter primarily related to borrowings
incurred under our $1.0 billion two-year, U.S. term credit agreement ("Term
Loan") in the second quarter of 2022. The decrease for the nine months ended
September 30, 2022, as compared with the prior year period, is primarily due to
the retirement of $1.3 billion of certain high coupon senior notes and
concurrent issuance of $950 million of lower coupon senior notes in May 2021
and, to a lesser extent, the impacts that lower interest rates had on the cost
of certain of our tax-exempt debt during the first quarter of 2022. Also
impacting the three and nine months ended September 30, 2022, were benefits from
higher capitalized interest and increases in interest income as a result of
higher cash and cash equivalents balances. During 2022, we have started to see
an increase in interest rates on our floating-rate debt, including commercial
paper and variable-rate tax-exempt bonds. The impact of the increase is
immaterial to the reported periods; however, we expect interest expense to
meaningfully increase in 2023. See Note 3 to the Condensed Consolidated
Financial Statements for more information related to our debt balances.

Loss on Early Extinguishment of Debt



In May 2021, WMI issued $950 million of senior notes. We used the net proceeds
from the newly issued senior notes of $942 million and available cash on hand to
retire $1.3 billion of certain high-coupon senior notes through a tender offer.
The loss on early extinguishment of debt for the nine months ended September 30,
2021 includes $220 million of charges related to the tender offer, including
$211 million of premiums and other third-party costs and $9 million primarily
related to unamortized discounts and debt issuance costs.

Equity in Net Losses of Unconsolidated Entities



We recognized equity in net losses of unconsolidated entities of $17 million and
$49 million during the three and nine months ended September 30, 2022,
respectively, compared to $14 million and $34 million for the three months and
nine months ended September 30, 2021, respectively. The losses for each period
were primarily related to our noncontrolling interests in entities established
to invest in and manage low-income housing properties. We generate tax benefits,
including tax credits, from the losses incurred from these investments which are
discussed in Note 4 to the Condensed Consolidated Financial Statements.

Income Tax Expense


Our income tax expense was $189 million and $535 million for the three and nine
months ended September 30, 2022, respectively, compared to $167 million and
$396 million for the three and nine months ended September 30, 2021,
respectively. Our effective income tax rate was 22.8% and 23.5% for the three
and nine months ended September 30, 2022, respectively, compared to 23.7% and
23.2% for the three and nine months ended September 30, 2021, respectively.

The increase in our income tax expense when comparing the three and nine months
ended September 30, 2022 and 2021 was primarily driven by an increase in pre-tax
income in 2022. The decrease in our effective income tax rate when comparing the
three months ended September 30, 2022 and 2021 was primarily driven by an
unfavorable adjustment to accruals and related deferred taxes in 2021 due to a
change from our initial expectations of the tax effects of our acquisition of
Advanced Disposal and related divestitures. The decrease was offset in part by
the divestiture of certain non-strategic Canadian operations in 2021, which was
not taxable and did not reoccur in the current period, and an increase in
pre-tax income in 2022 resulting in a reduced rate benefit from federal tax
credits.

The increase in our effective income tax rate when comparing the nine months
ended September 30, 2022 and 2021 was primarily driven by an increase in pre-tax
income in 2022 resulting in a reduced rate benefit from federal tax credits.

                                       36

Tax Legislation - The Inflation Reduction Act of 2022 ("IRA") was signed into
law by President Biden on August 16, 2022 and contains a number of tax-related
provisions. We are in the process of evaluating the IRA and identifying all
potential impacts that may be applicable. The provisions of the IRA related to
alternative fuel tax credits secure approximately $55 million of annual benefit
from tax credits through 2024, which is in line with the benefit we have
realized from our alternative fuel tax credits in prior years. Additionally, we
expect to incur an excise tax of 1% for future common stock repurchases, which
will be reflected in the cost of purchasing the underlying shares as a component
of treasury stock. The IRA contains a number of additional provisions related to
tax incentives for investments in renewable energy production, carbon capture,
and other climate actions, as well as the overall measurement of corporate
taxes. Given the complexity and uncertainty around the applicability of the
legislation to our specific facts and circumstances, we have not yet quantified
any incremental benefits included in the legislation.

See Note 4 to the Condensed Consolidated Financial Statements for more information related to income taxes.

Liquidity and Capital Resources


The Company consistently generates cash flow from operations that meets and
exceeds our working capital needs, payment of our dividends, investment in the
business through capital expenditures and tuck-in acquisitions, and funding of
strategic sustainability growth investments. We continually monitor our actual
and forecasted cash flows, our liquidity and our capital resources, enabling us
to plan for our present needs and fund unbudgeted business requirements that may
arise during the year. The Company believes that its investment grade credit
ratings, large value of unencumbered assets and modest leverage enable it to
obtain adequate financing to meet its ongoing capital, operating, strategic and
other liquidity requirements.

Summary of Cash and Cash Equivalents, Restricted Funds and Debt Obligations

The following is a summary of our cash and cash equivalents, restricted funds and debt balances (in millions):



                                                                September 30,       December 31,
                                                                     2022               2021
Cash and cash equivalents                                       $           137    $           118
Restricted funds:
Insurance reserves                                              $           339    $           305
Final capping, closure, post-closure and environmental
remediation funds                                                           112                118
Other                                                                         6                  5
Total restricted funds (a)                                      $           457    $           428
Debt:
Current portion                                                 $           258    $           708
Long-term portion                                                        13,805             12,697
Total debt                                                      $        14,063    $        13,405

As of September 30, 2022 and December 31, 2021, $83 million and $80 million, (a) respectively, of these account balances were included in other current assets

in our Condensed Consolidated Balance Sheets.


Debt - As of September 30, 2022, we had approximately $2.2 billion of debt
maturing within the next 12 months, including (i) $839 million of short-term
borrowings under our commercial paper program (net of related discount on
issuance); (ii) $625 million of tax-exempt bonds with term interest rate periods
that expire within the next 12 months, which is prior to their scheduled
maturities; (iii) $500 million of 2.4% senior notes that mature in May 2023 and
(iv) $258 million of other debt with scheduled maturities within the next 12
months, including $136 million of tax-exempt bonds. As of September 30, 2022, we
have classified $2.0 billion of debt maturing in the next 12 months as long term
because we have the intent and ability to refinance these borrowings on a
long-term basis as supported by the forecasted available capacity under our
$3.5 billion long-term U.S. and Canadian revolving credit facility
("$3.5 billion revolving credit facility"). The remaining $258 million of debt
maturing in the next 12 months is classified as current obligations.

                                       37

Additionally, as of September 30, 2022, we also had $54 million of variable-rate
tax-exempt bonds with long-term scheduled maturities that are supported by
letters of credit under our $3.5 billion revolving credit facility. The interest
rates on our variable-rate tax-exempt bonds reset on a weekly basis through a
remarketing process. All recent variable-rate tax-exempt bond remarketings have
been successful at market-driven rates. However, if the remarketing agent is
unable to remarket our bonds, the remarketing agent can put the bonds to us. In
the event of a failed remarketing, we have the availability under our
$3.5 billion revolving credit facility to fund these bonds until they are
remarketed successfully. Accordingly, we have classified the $54 million of
variable-rate tax-exempt bonds with maturities of more than one year as
long-term in our Condensed Consolidated Balance Sheet.

In May 2022, WMI issued $1.0 billion of 4.15% senior notes due April 15, 2032,
the net proceeds of which were $992 million. We used the net proceeds to redeem
our $500 million of 2.9% senior notes due September 2022 in advance of their
scheduled maturity, to repay a portion of outstanding borrowings under our
commercial paper program and for general corporate purposes.

In May 2022, we entered into a Term Loan to be used for general corporate purposes and as of September 30, 2022, we had $1.0 billion of outstanding borrowings. WM Holdings guarantees all of the obligations under the Term Loan.

Amendment and Extension of Revolving Credit Facility



In May 2022, we amended and restated our $3.5 billion U.S. and Canadian
revolving credit facility extending the term through May 2027. The agreement
includes a $1.0 billion accordion feature that may be used to increase total
capacity in future periods, and we have the option to request up to two one-year
extensions. Waste Management of Canada Corporation and WM Quebec Inc., each an
indirect wholly-owned subsidiary of WMI, are borrowers under the $3.5 billion
revolving credit facility, and the agreement permits borrowing in Canadian
dollars up to the U.S. dollar equivalent of $375 million, with such borrowings
to be repaid in Canadian dollars. WM Holdings, a wholly-owned subsidiary of WMI,
guarantees all the obligations under the $3.5 billion revolving credit facility.
Refer to Note 3 to the Condensed Consolidated Financial Statements for
additional information.

Guarantor Financial Information

WM Holdings has fully and unconditionally guaranteed all of WMI's senior
indebtedness. WMI has fully and unconditionally guaranteed all of WM Holdings'
senior indebtedness. None of WMI's other subsidiaries have guaranteed any of
WMI's or WM Holdings' debt. In lieu of providing separate financial statements
for the subsidiary issuer and guarantor (WMI and WM Holdings), we have presented
the accompanying supplemental summarized combined balance sheet and income
statement information for WMI and WM Holdings on a combined basis after
elimination of intercompany transactions between WMI and WM Holdings and amounts
related to investments in any subsidiary that is a non-guarantor (in millions):

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