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Waste Management, Inc.

Raymond James Investor ConferenceMarch 9, 2009

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Certain statements provided in this presentation are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. When we use words like “may,” “should,” “could,” “will,” “likely,” “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “goal,” “target,” or “outlook,” or references to future time periods, strategies, designs, objectives, schedules, projections, intentions, desires, or beliefs, we are making forward- looking statements. We make these statements in an effort to keep stockholders and the public informed about our business. You should view these statements with caution. They are not guarantees of future performance or events. All phases of our business are subject to uncertainties, risks and other influences, many of which we have no control over. These risks and uncertainties are described in greater detail in Waste Management’s Form 10-K for the year ended December 31, 2008, as filed with the Securities and Exchange Commission. We assume no obligation to update any forward- looking statements as a result of future events or developments.

Cautionary Statement

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This presentation contains non-GAAP financial measures under Regulation G of the Securities Exchange Act of 1934, as amended. The Company believes that providing investors with these non-GAAP financial measures gives investors additional information to enable them to assess, in the way management assesses, the Company’s current and continuing results of operations and cash available for the Company’s capital allocation program. These non-GAAP measures are meant to supplement, not substitute for, comparable GAAP measures. A reconciliation of these non-GAAP financial measures to their corresponding GAAP financial measures are included in slides 38 through 41 of this presentation, which you are urged to consider.

Non-GAAP Financial Measures

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Industry Overview

• Waste Business Journal estimates that the North American waste industry generates $52 billion in annual revenue

–

WMI holds about a 26% market share on that basis; publicly traded companies ~60%

• Industry characteristics include:–

Key assets are disposal facilities

• Top 2 publicly traded companies own over 60% of landfill capacity–

Cash flows are strong and consistent

• ~413 million tons of municipal solid waste generated in U.S.–

65% landfilled, 7% combusted in waste to energy plants, 28% recycled

Source: Waste Business Journal, BioCycle and Company reports

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Waste Management’s Footprint• 2008 annual revenues of $13.4 billion

–

Waste Management ranked 199th on the April 2008 Fortune 500 list

–

$20.2 billion in total assets and $5.9 billion in stockholders’ equity

• We serve nearly 20 million customers and employ approximately 45,000 people

• We remain focused on operational excellence and disciplined pricing models

Note: as of 12/31/2008

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Waste Management’s Footprint• Waste Management has the largest and best collection of

assets in the industry:–

Operate in 48 states, Canada, and Puerto Rico

–

Over 360 collection operations & a fleet of ~21,000 collection vehicles

–

273 landfills receive 108 million tons per year with an average permitted capacity of 32 years

–

Largest provider of recycling services in North America with 104 recycling facilities; Waste Management Recycling markets 8 million tons per year

–

16 waste-to-energy plants process 7 million tons per year and generate 836 megawatts

of electricity

–

Leading developer and operator of landfill gas to energy projects, with over 100 energy plants at our landfills, generating about 500 megawatts of electricity

–

Provide power to the equivalent of over one million homes

Note: as of 12/31/2008

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As of 12-31-08; reportable segments based on gross revenues; industry revenues based on company reports

20%

20%

24%

21%

6%9%

EasternGroup

WMRA & Other

MidwestGroup

Wheelabrator

WesternGroup

SouthernGroup

• Largest provider of integrated waste services in North America

• Recession resistant business with balanced geographic footprint

• Consistency driven by essential nature of service and diverse customer base

• Over $3.7 billion in annual revenue from public sector contracts including:

–

Franchise markets

–

Municipal contracts

Waste ManagementRevenue by Reportable Segments

Company Overview and Dynamics

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Mix of Business

Collection 55%

Landfill 19%

Transfer 10%

Waste-to- Energy 5%

Recycling & Other 11%

Residential 31%Roll-off 29%

Commercial 40%

Approximate Collection

Mix

Based on 2008 gross revenues

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Consistent Operating Strategies

• Operating strategies are linked to primary financial objectives–

Margin expansion–

Earnings growth–

Strong free cash flow–

Increasing return on invested capital

• Profitable Revenue Growth–

Minimum pricing targets are being set for each of our Areas, Groups and the Corporation that must be met in order for eligible employees to receive the financial performance portion of their 2009 annual bonus

–

Sales force and customer service initiatives designed to increase customer retention–

Sales force will also focus on selective acquisition of new accounts–

Organize sales programs around customer segments

• Cost Cutting through Operational Excellence–

Continued focus on productivity, maintenance and safety

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Consistent Operating Strategies Continued

• Uses of Free Cash Flow –

2009 Capital allocation program authorizes up to $1.3 billion•

~ $570 million expected to be returned to shareholders as dividends•

Remainder is available for acquisitions, stock repurchases or debt reduction

• Acquisitions–

Always looking for tuck-ins or bolt-ons that compliment our existing assets and service offerings

–

Current Economy and financial markets may result in new opportunities at attractive prices

• Growth opportunities in the alternate energy space–

Wheelabrator Technologies through new projects to design, build and operate or design, build, own and operate

–

Landfill gas to energy projects

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Operating Cost Leverage

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Operational ExcellenceContinue Productivity, Maintenance and Safety Improvements

• Improve operating costs per hour by increasing productivity and flexing down costs as volumes decline

–

Maximize routing efficiencies and asset utilization through use of existing standard tools, applications and processes

–

In 2008 we saw the continuation of productivity improvements in our commercial and residential lines of business

• Improve our maintenance and customer service performance by using our standard maintenance system and processes

–

Our collection fleet improved its costs per driver hour and drove-out $35 million in operating costs during 2008

• Safety remains a cornerstone to our operating success–

Improved TRIR by over 17% for full-year 2008–

Primary driver of year-over-year improvement in Risk Management costs–

Ended 2008 with a 4Q TRIR score of 2.9, a historic low for WMI

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Driver Hour Trend Driver Hours per Workday

120,000

130,000

140,000

150,000

160,000

170,000

180,000

190,000

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2006 2007 2008

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Safety: Total Recordable Injury Rate (TRIR)

21.0

14.8

11.38.8

7.66.1

4.8 4.3 3.6

02468

10121416182022

2000 2001 2002 2003 2004 2005 2006 2007 2008

TRIR

Our Safety Performance has Driven the Reduction in our Risk Management Costs

23.4%

22.0%13.8%

19.2%22.2%

2000- 2008 Improvement of 83%

2008 TRIR 3.6

Q4 2008 TRIR 2.9

= YOY Improvement

30.0%

10.4% 17.4%

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Operating Costs as Adjusted* (as a % of revenue)

2008 2007 ChangeLabor 17.8% 18.1% 0.3 Disposal 7.8% 8.6% 0.8 Maintenance & Repairs 8.0% 8.1% 0.1 Subcontractor 6.7% 6.8% 0.1 COGS 6.1% 5.8% (0.3) Fuel 5.3% 4.4% (0.9) Fees & Taxes 4.5% 4.5% - LF Operating Costs 1.9% 2.0% 0.1 Risk Management 1.6% 1.6% - Other 2.9% 3.0% 0.1

Total Operating Costs 62.6% 62.9% 0.3 BLACK = Favorable RED = Unfavorable

*See slide 40 for the reconciliation of this non-GAAP financial measure to its corresponding GAAP financial measure.

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66.0%

64.3%

62.9% 62.6%

60%

62%

64%

66%

68%

Ope

ratin

g C

osts

as

a %

of R

even

ue

2005 2006 2007 2008

Operating Costs as a % of Revenue*

*See slide 40 for the reconciliation of this non-GAAP financial measure to its corresponding GAAP financial measure.

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Reorganization• In February 2009, we announced a reorganization as part of our

continuing efforts to improve efficiencies

• Restructured our field operations through consolidation by reducing from 45 Market Areas to 25 Areas

• Additionally, we realigned our corporate staff to more efficiently support the new field operations

• We expect restructuring charges to be approximately $50mm, primarily in 1Q 2009

• We expect the reorganization will result in annualized savings in excess of $100mm, with approximately 70% of this in SG&A

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Recycling Update

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Recycling Update

• Market Update– Commodity markets appear to have hit bottom in January

•

Generation is down and export demand has started to return. Domestic markets have stabilized overall but with weak pockets in the Midwest

–

Overall pricing stabilized in February•

Prices have improved in the export market•

Domestically, plastic pricing has gradually moved up. Aluminum and steel pricing remains low

• Our Response– New contracts will reflect the new market environment

•

A minimum processing fee for inbound material to cover our processing cost•

No floor pricing to the supplier of material unless outbound protection is secured

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Recycling Update Continued

• Other Actions– We are analyzing each processing plant for possible mothballing or closure – Opportunities for new business are appearing where third party processors did not honor

their contracts with their customers– We are attempting to renegotiate existing contracts early, but the opportunities are limited

• Guidance– We expect a negative year over year impact of $0.15 to $0.20 in earnings per

diluted share from the decline in commodity prices•

Consistent with our announcement on the year end earnings call•

Most of the impact is expected during the first half of the year

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Pricing Discipline

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Profitable Revenue GrowthWe continue to focus on a disciplined price management process

• The Pricing Excellence programs are driving significant return through disciplined price increase activities and service fee execution

•

We will benefit from our environmental fee increase to 6.0% from 4.2%•

New business pricing and maintaining price leadership is paramount•

Emphasis on disposal customer price quality and service charge capture

• The Profitable Growth initiative places emphasis on retention of current customer base and targeting of sales efforts to identify and gain our fair share of growth

•

Roll out of the Profitable Growth initiative to be completed mid-year•

Profitable Growth initiative leverages the local knowledge of operations, sales and price management to identify growth opportunities

• Segmentation efforts underway in five areas – Manufacturing/Industrial, Healthcare, Construction, Commercial Property and Public Sector

• Minimum pricing targets are being set for each of our Areas, Groups and the Corporation

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Management Incentive Programs Annual Incentive Plan

• 2009 Annual Management Incentive Plan–

Rewards all employees on the same Company-wide financial measures–

Rewards for output and results, not input and effort•

35% EBIT margin•

35% EBITDA dollars•

30% Individual Performance (goals set at individual level that link to overall Company strategy)

• However, it is imperative that we maintain our focus on our pricing programs in 2009. To ensure we do, we are setting minimum pricing targets for each of our Areas, Groups and the Corporation. Overall pricing targets must be met in order for eligible employees to receive the financial performance portion of their 2009 annual bonuses

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Consistency of Pricing Excellence

2.1%2.1%

2.7%

3.9% 3.9% 3.9%3.6%

2.9%3.3%3.4%3.3%3.3%3.2% 3.1%

2.7%

2.1%

0.0%

2.0%

4.0%

1Q05

2Q05

3Q05

4Q05

1Q06

2Q06

3Q06

4Q06

1Q07

2Q07

3Q07

4Q07

1Q08

2Q08

3Q08

4Q08

IRG From Yield on Base Business

Excludes impact of fuel surcharge, recycling commodity prices and mandated fees and taxes

Same Store Price Increases and Pricing Excellence continuesRoll-out of Price

Levers Begins

Pricing Excellence begins

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$261

$278 $281$292

$230

$250

$270

$290

$310

2005 2006 2007 2008

Expanding Revenue per Employee$ in Thousands

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2009 Guidance

• Free Cash Flow (a) ~$1.3 to $1.4 billion

• Capital expenditures ~$1.2 billion

• Capital allocation program Up to $1.3 billion

• $1.16 per share dividend payments ~$570 million

(BOD authorized 2009 capital allocation program of up to $1.3 billion in cash available for dividends, stock repurchases, debt reduction and acquisitions)

(a) See slide 41 for the reconciliation of this non-GAAP financial measure to its corresponding GAAP financial measure.

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Growth Opportunities

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Growth Potential of Renewable Energy from Waste

Through our Wheelabrator subsidiary, Waste Management is the second largest player in the U.S. Waste-to-Energy market

• Wheelabrator owns or operates 16 WTE facilities–

Strong margins due to level of disposal and energy prices and excellent plant operating performance

• Several communities are starting to look at WTE as a new disposal and energy generation alternative

–

Policies, public acceptance and desire to develop renewable energy alternatives are moving in a positive direction

• Responded to 4 RFPs in the U.S. and pre-qualified for 6 in the United Kingdom

–

Selected as preferred vendor to construct and operate a regional waste-to-energy facility in Maryland

–

Tracking the development of others throughout North America and Europe

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Growth Potential of Renewable Energy from Waste

Waste Management is leading developer and operator of landfill gas to energy projects

• Landfill gas is a natural byproduct of decomposing waste, providing us with a renewable energy resource related to our core business

–

Concept is readily accepted by host communities

• Landfill gas has been put to beneficial use at 110 WM landfills–

8 projects brought on line during 2008 with plans to break-ground on 13 more in 2009–

Projects are accretive to earnings and operating margins–

Beginning to leverage our expertise to develop LFGE projects for third parties

• Project to convert landfill gas to approximately 13,000 gallons per day of LNG expected to be operational this summer in California

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Financial Review

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2008 Financial Overview

• Solid performance for the first three quarters

• Economic impact was felt in the fourth quarter– Recycling commodity markets deteriorated rapidly– Industrial collection and post collection volumes declined

• Residential and commercial volumes held in the range of prior quarters

• Cash flow remained robust

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$1,092

$1,474

$1,703 $1,756

$1,000

$1,500

$2,000

Inco

me

befo

re T

axes

2005 2006 2007 2008

Income before Taxes

$ in Millions

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Return on Invested Capital*

13.7%

15.2%

16.6% 16.8%

12.0%

14.0%

16.0%

18.0%

RO

IC

Year

2005 2006 2007 2008*See slides 38 and 39 for the calculation of ROIC.

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$0.80$0.88

$0.96

$1.08

$0.50

$0.75

$1.00

$1.25

Cas

h D

ivid

ends

Pai

d Pe

r Sh

are

2005 2006 2007 2008

Cash Dividends Paid Per Share

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Update on 2009 Financing Plan• Completed issuance of $800mm senior notes in February 2009

–

Issuance split into two tranches–

$350mm of bonds have a 6-year maturity and a coupon of 6.375%–

$450mm of bonds have a 10-year maturity and a coupon of 7.375%

• Use of proceeds from senior notes–

Will repay $500mm of 6.875% senior notes that mature in May 2009–

Remaining proceeds for general corporate purposes, including repayment of all or a portion of $300mm of outstanding borrowings on revolver

–

Note that we repaid $385mm of senior notes that matured in November 2008–

Next senior note maturity is $600mm due in August 2010

• Expect to issue up to $150mm of industrial revenue bonds in 2009, depending on market conditions, while repaying $80mm of maturities. We also expect to remarket approximately $350mm of tax exempt fixed rate put bonds in 2009

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* Includes $500mm of senior notes that mature in May 2009 and will be repaid with Feb 2009 note issuance that matures in 2015 and 2019

$0

$100

$200

$300

$400

$500

$600

$ M

illio

ns

2009

*20

1020

1120

1220

1320

1420

1520

1620

1720

1820

19

Maturity Date

$0

$200

$400

$600

$ M

illio

ns

2026

2028

2029

2032

Maturity Date

Maturities – Senior Notes

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Reconciliation of Certain Non-GAAP Measures

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Reconciliation of Certain Non-GAAP Measures ROIC as Adjusted*

2005 2006 2007 2008

ROIC NumeratorOperating revenues 13,074$ 13,363$ 13,310$ 13,388$ Less: Operating costs and expenses (8,631) (8,587) (8,402) (8,466) Selling, general and administrative expenses (1,276) (1,388) (1,432) (1,477) Depreciation and amortization expenses (1,361) (1,334) (1,259) (1,238)

1,806$ 2,054$ 2,217$ 2,207$ Less: Tax expense at 38.9% (note 1, pg 41) (701)$ (797)$ (860)$ (856)$ NOPAT 1,105$ 1,257$ 1,357$ 1,351$

ROIC DenominatorCurrent portion of long term debt 522 822 329 835Long term debt, less portion 8,165 7,495 8,008 7,491Stockholders' Equity 6,121 6,222 5,792 5,902Less: Cash & Cash Equivalents (966) (798) (348) (480) Goodwill (5,364) (5,292) (5,406) (5,462)Invested Capital 8,478 8,449 8,375 8,286Adjustment to Invested Capital for effect of tax audit settlements on stockholders' equity (note 2, pg 41) (398) (158) (198) (224)

Adjusted Invested Capital 8,080$ 8,291$ 8,177$ 8,062$

Adjusted ROIC 13.7% 15.2% 16.6% 16.8%

*We define ROIC as Net Operating Profit after Taxes divided by Invested Capital. See slide 39 for additional explanation

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Reconciliation of Certain Non-GAAP Measures ROIC as Adjusted Continued

• Management discloses the Company’s Return on Invested Capital because it believes that ROIC is a measure of how effectively we allocate capital in our operations. ROIC also is used as one of the measures for our executives’ long-term incentive awards because profitable allocation of capital is critical to the long-term success of the Company. However, ROIC should not be used in isolation or as an alternative to net income as an indicator of performance or cash flows from operating activities as an indicator of liquidity.

• Note 1: The tax rate used is not the Company’s effective tax rate for the periods disclosed. In calculating ROIC, the Company uses 38.8%, which is the rate required for the calculation under the Company’s Long Term Incentive Plan for awards granted prior to 2009. The 38.8% rate represents an estimation of the combined statutory state and federal taxes applicable to the Company’s income. The Company has used this rate for its calculations because it believes it gives a better indication of the tax adjusted operating profit of the Company than using the actual rate, which can be effected by tax credits and other items.

• Note 2: The Company has adjusted Invested Capital for the periods presented for the effect that large tax audit settlements had on the Company’s stockholders’ equity for those periods. These adjustments are the same adjustments made by the Management Development and Compensation Committee of the Board of Directors to the calculations for the purposes of the Company’s long-term incentive awards. These adjustments were deemed appropriate because the effect of the audit settlements was not reflective of operating performance.

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2007 and 2008 adjusted to exclude the impacts of labor disruptions in Oakland, LA and Milwaukee; withdrawal from union related pension plans in 2008; and discount rate adjustments to remediation accruals in 2008. ($ in Millions Un-audited)

Adjusted Operating Expenses as a Years Ended December 31,Percent of Revenue 2008 2007

As reported:Operating revenues 13,388$ 13,310$ Operating expenses 8,466$ 8,402$

Operating expenses as a percent of revenue 63.2% 63.1%

Adjustments to operating expenses:Labor disputes (8)$ (35)$ Pension withdrawal costs (39)$ -$ Present value of remediation liabilities, int. rate change (33)$ -$

As adjusted:Operating revenues 13,388$ 13,310$ Operating expenses 8,386$ 8,367$

Adjusted operating expenses as a percent of revenue 62.6% 62.9%

Reconciliation of Certain Non-GAAP Measures

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Reconciliation of Certain Non-GAAP Measures

Full Year 2009 Free Cash Flow Reconciliation Scenario 1 Scenario 2

Net cash provided by operating activities 2,310$ 2,510$ Capital expenditures (1,100) (1,200)Proceeds from divestitures of businesses (net of cash divested) and other sales of assets 90 90

Free cash flow 1,300$ 1,400$

($ in Millions Un-audited)

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Questions and Answers

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Waste Management, Inc.

Raymond James Investor ConferenceMarch 9, 2009