HOUSTON, Feb. 23 /PRNewswire-FirstCall/ -- Waste Management, Inc. (NYSE: WMI) announced today that it has priced an underwritten public offering of $350 million aggregate principal amount of 6.375% senior notes due March 11, 2015 and $450 million aggregate principal amount of 7.375% senior notes due March 11, 2019 under a shelf registration statement previously filed with the Securities and Exchange Commission. The notes will be fully and unconditionally guaranteed by the Company's wholly-owned subsidiary, Waste Management Holdings, Inc. The notes have been assigned ratings of BBB by both Standard & Poor's and Fitch and Baa3 by Moody's. The offering is expected to close on February 26, 2009.

The Company plans to use the proceeds of the offering to repay $500 million of senior notes that mature in May 2009 and use the remainder of the proceeds for general corporate purposes, which may include repaying some or all of the borrowings outstanding under its credit facility.

Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities, Inc., and Greenwich Capital Markets, Inc. acted as joint book-running and joint lead managers of the offering. In addition, BNP Paribas Securities Corp., PNC Capital Markets, Morgan Keegan, Mizuho Securities, Inc., SunTrust Capital Markets, Inc., Calyon Securities, Inc., Wells Fargo Securities, Inc., The Bank of New York Mellon, Goldman Sachs & Co. and Scotia Capital (USA) Inc. acted as co-managers of the offering. Copies of the final prospectus supplement and related prospectus for this offering may be obtained by visiting EDGAR on the SEC website at www.sec.gov or, upon request, from any of the joint book-running and joint lead managers at: Barclays Capital, Inc., 200 Park Avenue, New York, New York, 10166, or call toll-free at 1-800-227-2529; Credit Suisse Securities (USA) LLC, 11 Madison Avenue, New York, New York, 10010, or call toll-free at 1-800-221-1037; Deutsche Bank Securities, Inc., 60 Wall Street, New York, New York 10005, or call toll-free at 1-888-953-3262, or Greenwich Capital Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut, 06830, or call toll-free at 1-866-884-2071.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes described herein, nor shall there be any sale of these notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The notes will be offered only by means of a prospectus, including the prospectus supplement relating to the notes, meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Waste Management, Inc., 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 waste-to-energy and landfill gas-to-energy facilities in the United States. The Company's customers include residential, commercial, industrial, and municipal customers throughout North America.

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. Statements relating to future events and performance are "forward-looking statements." The forward-looking statements that the Company makes are the Company's expectations, opinion, view or belief at the point in time of issuance but may change at some future point in time. By issuing estimates or making statements based on current expectations, opinions, views or beliefs, the Company has no obligation, and is not undertaking any obligation, to update such estimates or statements or to provide any other information relating to such estimates or statements. Outlined below are some of the risks that the Company faces and that could affect our financial statements for 2009 and beyond and that could cause actual results to be materially different from those that may be set forth in forward-looking statements made by the Company. However, they are not the only risks that the Company faces. There may be additional risks that we do not presently know or that we currently believe are immaterial which could also impair our business. We caution you not to place undue reliance on any forward-looking statements, which speak only as of their dates. The following are some of the risks that we face:

    --  continued volatility and further deterioration in the credit markets,
        inflation, higher interest rates and other general and local economic
        conditions may negatively affect the volumes of waste generated, our
        liquidity, our financing costs and other expenses;

    --  economic conditions may negatively affect parties with whom we do
        business, which could result in late payments or the uncollectability
        of receivables as well as the non-performance of certain agreements,
        including expected funding under our credit agreement, which could
        negatively impact our liquidity and results of operations;

    --  competition may negatively affect our profitability or cash flows, our
        price increases may have negative effects on volumes, and price
        roll-backs and lower than average pricing to retain and attract
        customers may negatively affect our yield on base business;

    --  we may be unable to maintain or expand margins if we are unable to
        control costs or raise prices;

    --  we may not be able to successfully execute or continue our operational
        or other margin improvement plans and programs, including pricing
        increases, passing on increased costs to our customers, reducing costs
        due to our operational improvement programs, and divesting
        under-performing assets and purchasing accretive businesses, any of
        which could negatively affect our revenues and margins;

    --  weather conditions cause our quarter-to-quarter results to fluctuate,
        and harsh weather or natural disasters may cause us to temporarily
        shut down operations;

    --  possible changes in our estimates of costs for site remediation
        requirements, final capping, closure and post-closure obligations,
        compliance and regulatory developments may increase our expenses;

    --  regulations may negatively impact our business by, among other things,
        restricting our operations, increasing costs of operations or
        requiring additional capital expenditures;

    --  climate change legislation, including possible limits on carbon
        emissions, may negatively impact our results of operations by
        increasing expenses related to tracking, measuring and reporting our
        greenhouse gas emissions and increasing operating costs and capital
        expenditures that may be required to comply with any such legislation;

    --  if we are unable to obtain and maintain permits needed to open,
        operate, and/or expand our facilities, our results of operations will
        be negatively impacted;

    --  limitations or bans on disposal or transportation of out-of-state,
        cross-border, or certain categories of waste, as well as mandates on
        the disposal of waste, can increase our expenses and reduce our
        revenue;

    --  fuel price increases or fuel supply shortages may increase our
        expenses or restrict our ability to operate;

    --  increased costs or the inability to obtain financial assurance or the
        inadequacy of our insurance coverages could negatively impact our
        liquidity and increase our liabilities;

    --  possible charges as a result of shut-down operations, uncompleted
        development or expansion projects or other events may negatively
        affect earnings;

    --  fluctuations in commodity prices may have negative effects on our
        operating results;

    --  trends requiring recycling, waste reduction at the source and
        prohibiting the disposal of certain types of waste could have negative
        effects on volumes of waste going to landfills and waste-to-energy
        facilities;

    --  efforts by labor unions to organize our employees may increase
        operating expenses and we may be unable to negotiate acceptable
        collective bargaining agreements with those who have chosen to be
        represented by unions, which could lead to labor disruptions,
        including strikes and lock-outs, which could adversely affect our
        results of operations and cash flows;

    --  negative outcomes of litigation or threatened litigation or
        governmental proceedings may increase our costs, limit our ability to
        conduct or expand our operations, or limit our ability to execute our
        business plans and strategies;

    --  problems with the operation of our current information technology or
        the development and deployment of new information systems could
        decrease our efficiencies, increase our costs, or lead to an
        impairment charge;

    --  the adoption of new accounting standards or interpretations may cause
        fluctuations in reported quarterly results of operations or adversely
        impact our reported results of operations; and

    --  we may reduce or permanently eliminate our dividend or share
        repurchase program, reduce capital spending or cease acquisitions if
        cash flows are less than we expect and we are not able to obtain
        capital needed to refinance our debt obligations, including near-term
        maturities, on acceptable terms.

Additional information regarding these and/or other factors that could materially affect results and the accuracy of the forward-looking statements contained herein may be found in Part I, Item 1 of the Company's Annual Report on Form 10-K for the year ended December 31, 2008.

SOURCE  Waste Management, Inc.

    -0-                           02/23/2009
    /CONTACT:  Analysts, Jim Alderson, +1-713-394-2281, or Media, Lynn Brown,
+1-713-394-5093, both of Waste Management, Inc./
    /Web Site:  http://www.wm.com /
    (WMI)

CO:  Waste Management, Inc.

ST:  Texas
IN:  CST
SU:

PR
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