Allied Waste and Waste Management Revise Terms of Previously Announced Agreement Regarding BFI Canadian Solid Waste Assets.

SCOTTSDALE, Ariz. and HOUSTON--(BUSINESS WIRE)--Nov. 8, 1999--

- Companies Reach New Definitive Agreements Involving Purchase and

Sale of Certain Canadian and U.S. Solid Waste Services Assets -

Allied Waste Industries, Inc. (NYSE: AW) and Waste Management, Inc. (NYSE: WMI) today announced the signing of definitive agreements involving the purchase and sale of certain Canadian and U.S. solid waste services assets in separate transactions. These agreements replace the previously announced transaction under which Allied Waste planned to sell to Waste Management all of the Canadian solid waste services assets of Browning-Ferris Industries Limited, ("BFIL"), for approximately US $501 million in cash.

Under the terms of the revised agreements, Allied Waste has agreed to sell to Waste Management all of the shares of BFIL which owns the solid waste operations of Browning-Ferris in Canada, including collection operations, transfer stations, landfill operations and recycling facilities. Annual run rate revenues generated from these operations are approximately US $162 million. Allied Waste will continue to operate certain of the Canadian operations that Waste Management is being required to divest by the Competition Bureau of Canada and market those operations for sale, on behalf of BFIL, after the closing. The sale of the BFIL shares is subject to final approval pursuant to the Competition Act and the Investment Canada Act.

Under the terms of the revised agreements, Waste Management has agreed to sell to Allied Waste certain U.S. solid waste services assets with combined reported historical revenue of approximately $132 million, including 9 landfill operations, 19 collection operations, 5 transfer stations and a landfill operating contract. The majority of these operations were identified for divestiture pursuant to Waste Management's strategic plan announced on August 16, 1999. These assets are located in Greenville, Brundridge and Chilton, Alabama; Shreveport, Minden and Webster-Parrish, Louisiana; Greenville, Clarksdale and Vicksburg, Mississippi; Laurena, Greenwood and Newberry, South Carolina; Jackson Hole, Central and Southwest Wyoming; Kansas City, Missouri; Kansas City, Kansas; Bozeman and West Yellowstone, Montana; Lexington, Blue Ridge and Morehead, Kentucky; Lima, Findlay and Bellefontaine, Ohio and Yuma, Arizona.

"Allied's principal strategic goal is to rapidly integrate the assets acquired through the acquisition of Browning-Ferris Industries and to delever the company's balance sheet," said Thomas H. Van Weelden, Chairman and Chief Executive Officer of Allied Waste. "Consistent with this objective, management has focused on divesting assets that do not fit the company's vertical integration business model and we have been successful in this effort to date. We remain committed to achieving our previously stated goal of reducing debt by $1.8 billion, principally through net proceeds from asset sales, within the first 12 months of closing BFI."

"At the same time, it is important to take the steps necessary to enhance the post-merger performance of Allied Waste's assets to deliver long-term value for shareholders. This new opportunity to acquire assets from Waste Management and significantly enhance the internalization of waste disposal in several markets was an important factor in revising our original agreement."

Ralph V. Whitworth, Chairman of Waste Management, stated, "We are delighted that through this single transaction Waste Management is able to simultaneously achieve two of its strategic objectives. The purchase of the Canadian assets will enhance our operational base in Canada, while the sale of the U.S. operations helps us meet the goals laid out in our strategic plan."

The purchase and sale transactions are subject to approvals from various state, provincial, municipal and federal agencies as well as other normal and customary closing conditions.

Allied Waste Industries, Inc., a leading North American waste services company, provides collection, recycling and disposal services for residential, commercial and industrial customers.

Waste Management, Inc. based in Houston, is the global leader in providing waste management services. In North America, the Company operates throughout the United States, and in Canada, Puerto Rico, and Mexico serving municipal, commercial, industrial and residential customers.

Allied Waste Safe Harbor 

Certain matters discussed in this press release are "forward-looking statements" intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. These forward-looking statements can generally be identified as such by the context of the statements, including words such as the company "believes," "anticipates," "expects" or words of similar import. Similarly, statements that describe the company's future plans, objectives or goals are forward-looking statements.

Such forward-looking statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those currently anticipated. Examples of such risks and uncertainties include, without limitation the ability of Allied to continue its vertical integration business strategy in a successful manner; the ability of Allied to successfully pursue and continue a disciplined market development program, the ability of Allied to successfully integrate the acquired operations, to exit certain regional markets and certain non-strategic businesses, whether and when the transaction is concluded or completed will be accretive to Allied's earnings, the amount of consideration to be paid and timing of the closing of the potential transaction currently under definitive agreement, and whether Allied will be successful in negotiating asset sales at a pace sufficient to achieve the Company's twelve-month goal.

Other factors which could materially affect such forward-looking statements can be found in the company's periodic reports filed with the Securities and Exchange Commission, including risk factors detailed in Management's Discussion and Analysis in Allied's Form 10-Q for the quarterly period ended June 30, 1999. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are only made as of the date of this press release and the company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Waste Management Safe Harbor

Certain statements provided in this release, including statements regarding the Company's anticipated revenues, operating results, earnings per share, and other financial items, include statements that 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. These statements, and all phases of the Company's operations, are subject to risks and uncertainties, any one of which could cause actual results to differ materially from those described in the forward-looking statements. Such risks and uncertainties include or relate to, among other things:

-- The potential effect of the ongoing internal review being

conducted by the Company and its outside accountants of the

Company's balances and accounts as well as its accounting systems

and procedures on the Company's results of operations in the

third quarter and year end 1999;

-- The Company's ability to successfully integrate the operations of

acquired companies with its existing operations, including risks

and uncertainties relating to its ability to achieve projected

earnings estimates, achieve administrative and operating cost

savings and anticipated synergies, rationalize collection routes,

and generally capitalize on its asset base and strategic position

through its strategy of decentralized decision making; and the

risks and uncertainties regarding government-forced divestitures;

-- The Company's ability to continue its expansion through the

acquisition of other companies, including without limitation,

risks and uncertainties concerning the availability of desirable

acquisition candidates, the availability of debt and equity

capital to the Company to finance acquisitions, the ability of

the Company to accurately assess the prior existing liabilities

and assets of acquisition candidates and the restraints imposed

by federal and state statutes and agencies respecting market

concentration and competitive behavior;

- The effect of competition on the Company's ability to maintain

margins on existing or acquired operations, including

uncertainties relating to competition with government owned and

operated landfills which enjoy certain competitive advantages

from tax-exempt financing and tax revenue subsidies;

-- The potential impact of environmental and other regulation on the

Company's business, including risks and uncertainties concerning

the ultimate cost to the Company of complying with closure

requirements and post-closure liabilities associated with its

landfills and other environmental liabilities associated with

disposal at third part landfills and the ability to obtain and

maintain permits necessary to operate its facilities, which may

impact the life, operating capacity and profitability of its

landfills and other facilities;

-- The impact of pending or threatened litigation and/or

governmental inquiries involving the Company;

-- The quantification and accounting treatment of costs relating to

the Company's determination to terminate as of December 31, 1998

the WM Holdings defined benefit pension plan;

-- The potential changes in estimates from ongoing analysis of site

remediation requirements, closure and post-closure issues,

compliance and other audits and regulatory developments;

-- The effectiveness of changes in management and the ability of the

Company to retain qualified individuals to serve as Chief

Executive Officer, Chief Operating Officer, Chief Financial

Officer and General Counsel; and

-- The uncertainties relating to the Company's proposed strategic

initiative, including the willingness of prospective purchasers

to purchase the assets the Company identifies as divestiture

candidates on terms the Company finds acceptable, the timing and

terms on which such assets may be sold, uncertainties relating to

regulatory approvals and other factors affecting the ability of

prospective purchasers to consummate such transactions, including

the availability of financing and uncertainties relating to the

impact of the proposed strategic initiative on the Company's

credit ratings and consequently the availability and cost of debt

and equity financing to the Company.

Additional information regarding these and/or other factors that could materially affect future 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, 1998 and in Item 2 of the Company's Quarterly Report on Form 10-Q for the three months ended June 30, 1999.