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Sept 5 – Fitch Ratings has assigned a rating of ‘BBB’ to Waste Management

Inc.’s (WM) senior unsecured note offering. The $500 million notes will

mature in September 2022 with the majority of the proceeds to be used

to pay down the $400 million, 6.375% notes due in November 2012. WM’s Issuer

Default Rating (IDR) is ‘BBB’ with a Stable Outlook. A full list of ratings

follows at the end of this release.

WM’s ratings are supported by the company’s strong free cash flow, the

predictable nature of the industry, and WM’s position as the largest integrated

waste services company in the U.S. WM continues to maintain good financial

flexibility, with adequate cash and revolver availability and a manageable debt

maturity schedule. Following the repayment of the 6.375% notes due in November

2012, there are no significant maturities until 2014. Leverage as of June 30,

2012 was 2.9x, a slight increase from 2.7x a year ago, but still considered

appropriate for the rating given WM’s steady cash flow and actions to reduce its

cost structure.

The waste services operating environment remains mixed. Tough competition and

weak municipal finances represent headwinds for pricing. Despite the

competition, most players in the industry are maintaining discipline with core

prices continuing to rise, albeit at a slow pace. Stabilizing volumes have led

WM to state that it could be more aggressive about increasing pricing in the

back half of the year, though any margin benefits would not be expected until at

least 2013.

Waste volumes appeared to bottom near the end of 2011, having seen modest

increases in the first two quarters of 2012. This is the first notable rise in

volume since 2005. The largest improvements have come from higher levels of

industrial and special waste, which are coming off of recession lows. Fitch

expects waste volumes for the year to be roughly flat with 2011, as growth in

the back half of the year could be constrained by the weak economic environment.

In spite of the mixed operating environment, WM continues to generate steady

operating results. Margins have fallen over the past 18 months, primarily due to

the integration of Oakleaf and higher materials costs. Margins are expected to

remain pressured through the rest of 2012 because of weak pricing for recycled

newspaper and cardboard. However, ongoing cost cutting and efficiency

initiatives are expected to produce noticeable improvements within the next 2-3

years.

Free cash flows (FCF) are consistently positive and predictable. Fitch expects

the company to generate between $200 – 300 million in free cash in 2012, down

from $508 million in 2011. Lower FCF forecasts incorporate an increased

dividend, higher cash taxes, and higher capital expenditures related to the

purchase of compressed natural gas (CNG) trucks. FCF could increase beyond 2012

as capital expenditures moderate.

Liquidity remains more than adequate. As of June 30, 2012 WM had a cash balance

of $237 million supplemented by roughly $700 million in availability under its

revolver.

What Could Trigger a Rating Action

Positive: Future developments that may, individually or collectively, lead to a

positive rating action include;

–A sustained reduction in leverage to near or below 2.5x

–Cost reduction initiatives or a significant improvement in the market

environment which result in notable improvements to operating margins and free

cash flow.

Negative: Future developments that may, individually or collectively, lead to a

negative rating action include;

–A material increase in leverage to fund shareholder returns

–A large, debt-funded acquisition.

Fitch currently has the following ratings on Waste Management, Inc.:

–IDR ‘BBB’,

–Senior Unsecured Credit Facility ‘BBB’,

–Senior Unsecured Debt ‘BBB’.