ALLIED WASTE

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Browning-Ferris Industries (BFI), a division of Allied Waste, is the #2 waste management company in the U.S. It hasn't climbed to that position without an aggressive strategy of expansion and BFI, the Waste Disposal company has long record of fines, suits, penalties." Lancaster New Era, 7/27/92 OF environmental Resources, Bureau of Solid Waste Management, July 1, 1992. pg. 73 News on the waste management industry continually updated from thousands of sources around the net.

NEW YORK, Aug 1 (Reuters) - Trash hauler Allied Waste Industries Inc. (AW.N: Quote, Profile, Research) on Tuesday posted a lower quarterly profit, citing a charge related to refinancing costs.

Net income for the second-quarter fell to $28 million, or 8 cents a share, from $39 million, or 12 cents a share a year ago.

Analysts, on average, expected the Scottsdale, Arizona-based company to earn 13 cents per share, according to Reuters Estimates.

The results included a charge of 6 cents per share, generated by Allied's refinancing of $600 million in senior notes.

Looking ahead, Allied said it is "confident" full-year earnings will be at the midpoint of its expected range.

You should carefully consider the risk factors set forth below and the risk factors incorporated by reference in our Form 10-K for the fiscal year ended December 31, 2005, filed on March 3, 2006, and all of the information set forth in this prospectus and any accompanying prospectus supplement before investing in our securities.

Our significant leverage may make it difficult for us to service our debt and operate our business.

We have had and will continue to have a substantial amount of outstanding indebtedness with significant debt service requirements. At March 31, 2006, our consolidated debt was approximately $7.2 billion and our debt to total capitalization was 67.4%. The degree to which we are leveraged could have negative consequences to our business and financial condition. For example, it could:

• limit cash flow available for working capital and capital expenditures to fund organic growth and cash flow for other general corporate purposes because a substantial portion of our cash flow from operations must be dedicated to servicing debt;

• increase our vulnerability to interest rate increases to the extent any of our variable rate debt is not hedged, which could result in higher interest expense;

• place us at a competitive disadvantage compared to our competitors that have less debt in relation to cash flow;

• limit our flexibility in planning for or reacting to changes in our business and our industry;

• limit, among other things, our ability to borrow additional funds or obtain other financing capacity in the future for working capital, capital expenditures or acquisitions; and

• subject us to a greater risk of noncompliance with financial and other restrictive covenants in our indebtedness. The failure to comply with these covenants could result in an event of default which, if not cured or waived, could have a material negative effect on us.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. As of March 31, 2006, our debt agreements permitted us to incur substantial additional indebtedness under various financial ratio tests. As of March 31, 2006, we had $111.4 million of borrowings outstanding under our $1.575 billion revolving credit facility and $431.5 million in letters of credit drawn on the revolving credit facility to support financial assurance purposes, leaving $1.032 billion of availability under the revolving credit facility. To the extent we incur additional debt, the substantial leverage risks described above would increase.

We may not generate a sufficient amount of cash to service our indebtedness and alternatives to service our indebtedness may not be effective.

Our ability to make payments on our indebtedness will depend on our ability to generate cash flow from operations, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. We cannot assure you that our business will generate enough cash flow from operations, or that future borrowings will be available to us under our senior credit facility in an amount sufficient to enable us to pay our indebtedness or to fund other liquidity needs. If we do not have enough cash to service our debt, meet other obligations and fund other liquidity needs, we may be required to take actions such as reducing or delaying capital expenditures, selling assets, restructuring or refinancing all or part of our existing indebtedness or seeking additional equity capital. We cannot assure you that any of these alternatives will be effective, including that any refinancings or restructurings would be available on commercially reasonable terms or at all. In addition, the terms of our existing or future debt instruments may restrict us from adopting these alternatives.

We may be unable to refinance or repay our debt at maturity, which would cause us to default under our debt instruments.

We may need to refinance our senior notes and/or other indebtedness to pay the principal amounts due at maturity. There can be no assurance that we will be able to refinance our debt obligations at maturity on commercially reasonable terms or at all. If we are unable to refinance or repay our debt obligations at maturity, it would constitute an event of default under our debt instruments and our lenders could proceed against the collateral securing that indebtedness. We have also refinanced our debt in the past to extend maturities and reduce higher cost debt, but cannot assure you that we will be able to refinance any of our indebtedness before maturity on commercially reasonable terms or at all in the future.

Covenants in our debt instruments may limit our ability to operate our business and any failure by us to comply with such covenants may accelerate our obligation to repay the underlying debt.

Our senior credit facility, our indentures and certain of the agreements governing our other indebtedness contain covenants that may limit our ability to operate our business, including covenants that restrict our ability to make distributions or other payments to our investors and creditors unless we satisfy certain financial tests, maintain certain financial ratios or other criteria. For example, our senior credit facility requires us to maintain certain Debt/ EBITDA and EBITDA/ Interest ratios as described in Note 4 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, incorporated by reference herein. In some cases, our subsidiaries are subject to similar restrictions, which may restrict their ability to make distributions to us.

Our senior credit facility, our indentures and other debt agreements also contain affirmative and negative covenants that, among other items, limit our ability to: incur additional indebtedness, make acquisitions and capital expenditures, sell assets, create liens or other encumbrances, make certain payments and dividends and merge or consolidate. All of these restrictions could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.

Our ability to comply with the covenants contained in our debt instruments may be affected by changes in economic or business conditions or other events beyond our control. If we do not comply with these covenants and restrictions, we could be in default under our senior credit facility, our indentures and other debt agreements and the debt, together with accrued interest, could then be declared immediately due and payable. If we default under our senior credit facility, the lenders could cause all of our outstanding debt obligations under such senior credit facility to become due and payable, require us to apply all of our cash to repay the indebtedness under such senior credit facility or prevent us from making debt service payments on any other indebtedness we owe. If we are unable to repay any borrowings when due, the lenders under our senior credit facility could proceed against their collateral, which includes most of the assets we own. In addition, any default under our senior credit facility or other debt agreements could lead to an acceleration of debt under our other debt instruments that contain cross acceleration or cross-default provisions. If the indebtedness under any of our debt instruments is accelerated, we may not have sufficient assets to repay amounts due.

A downgrade in our bond ratings could adversely affect our liquidity by increasing the cost of debt and financial assurance instruments.

Although downgrades of our bond ratings may not have an immediate impact on the cost of debt or our liquidity, they may impact the cost of debt and liquidity over the near to medium term. If the rating agencies downgrade our debt, this may increase the interest rate we must pay if we issue new debt, and it may even make it prohibitively expensive for us to issue new debt. If our debt ratings are downgraded, future access to financial assurance markets at a reasonable cost, or at all, also may be adversely impacted.