Form 424B3 WASTE MANAGEMENT INC

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference into this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Trade Act”). All statements, other than statements of historical fact, included or incorporated herein concerning our strategy, future operations, financial condition, future revenues, projected costs, prospects, plans and objectives are forward-looking statements. . Forward-looking statements are often identified by the words “will”, “may”, “should”, “continue”, “anticipate”, “believe”, “expect”, “plan”, “anticipate”, “plan” , ”“ Estimate ”,“ intend ”and similar words. Such statements are only forecasts and, therefore, are subject to substantial risks, uncertainties and assumptions.

Many factors could affect our actual results, and deviations from our current expectations regarding these factors could cause actual results to differ materially from those expressed in our forward-looking statements. We currently consider the factors set out below to be significant factors that could cause actual results to differ materially from our published expectations. A more detailed discussion of these factors, as well as other factors that could affect our results, is contained under the heading “Risk Factors” in our report on Form 10-K for the year ended December 31, 2018, as as updated by our reports on Form 10-Q and other documents we file with the Securities and Exchange Commission (the “SEC”). However, management cannot predict all the factors, or combinations of factors, that could cause actual results to differ materially from those projected in forward-looking statements. Factors that we currently believe could cause our results to differ from our expectations include:

•
competition may negatively affect our profitability or cash flow, our pricing strategy may adversely affect volumes, and the inability to execute our pricing strategy while retaining and attracting customers may negatively affect average return our collection and disposal activities;

•
we may fail to implement or maintain our cost reduction, optimization and growth initiatives and our overall business strategy, which could negatively impact our financial performance and growth, and the implementation implementation of our initiatives and strategy may have associated negative consequences, such as increased debt, asset write-downs, business interruption, exposure to so-called class actions related to our customer service agreements and issues regulatory;

•
a key part of our strategy is performance management with an emphasis on pricing, which has presented challenges in maintaining existing businesses and gaining new business at reasonable returns; loss of volumes due to price increases and our reluctance to seek lower margin volumes may adversely affect our cash flow or results of operations;

•
we may be unable to identify desirable acquisition targets, negotiate beneficial transactions or realize the expected benefits of such transactions, including our planned acquisition of Advanced Disposal Services, Inc. (“Advanced Disposal”), such that could have a negative impact on our growth strategy, earnings and cash flow;

•
the integration of acquisitions, including our planned acquisition of Advanced Disposal, and / or new service offerings could increase our exposure to environmental liabilities for past operations and the risk of inadvertent non-compliance with laws and regulations;

•
legal, regulatory and other matters may affect the timing of our ability to complete our planned acquisition of Advanced Disposal, if any, which may adversely affect our share prices and our future business and financial results;

•
compliance with existing or future regulations and / or the application of such regulations may restrict or change our operations, increase our operating costs or require us to make additional capital expenditures, and less regulation may reduce barriers at the entrance for our competitors;

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

•
certain materials processed by our recycling operations are subject to large fluctuations in raw material prices, as are methane, electricity and other energy-related products marketed and sold by our gas recovery operations. ‘burial; fluctuations in commodity prices may adversely affect our results of operations;