SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) April 30, 2002

Allied Waste Industries, Inc.

(Exact name of registrant as specified in charter)

Delaware

(State or other jurisdiction of incorporation)

0-19285	88-0228636
(Commission File Number)	(IRS Employer Identification No.)

15880 N. Greenway-Hayden Loop, Suite 100
Scottsdale, Arizona
(Address of principal executive offices) 85260
(Zip Code)

Registrant’s telephone number, including area code (480) 627-2700

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 5. Other Events
CONSOLIDATED STATEMENTS OF OPERATIONS
Statement of Cash Flows Data
Balance Sheet Data
Statement of Operations Data:
SIGNATURE

Item 5. Other Events

On April 30, 2002 Allied Waste Industries, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2002. The press release along with unaudited supplemental data is provided herein.

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Contact: Michael Burnett
         480-627-2785

FOR IMMEDIATE RELEASE

ALLIED WASTE ANNOUNCES FIRST QUARTER 2002 RESULTS

Scottsdale, AZ – April 30, 2002 – Allied Waste Industries, Inc. (NYSE: AW) today announced financial results for the first quarter ended March 31, 2002.

For the first quarter ended March 31, 2002, EBITDA (earnings before interest, taxes, depreciation and amortization) was $404.1 million on revenues of $1.316 billion, compared to adjusted EBITDA of $471.3 million on revenues of $1.354 billion in the first quarter of 2001. Net income available to common shareholders was $32.4 million, or $0.17 per share in the first quarter of 2002 compared to adjusted net income available to common shareholders of $25.9 million, or $0.13 per share for the first quarter of 2001. The first quarter 2001 reflected a stronger economy and businesses subsequently divested, including the American Ref-Fuel operations. Results for 2001 include the impact of goodwill amortization, without which the first quarter 2001 earnings per share would have been $0.35.

On an unadjusted basis, the first quarter 2001 loss to common shareholders was ($36.0) million, or ($0.19) per share reflecting tax effected goodwill amortization of approximately $46.3 million, or $0.22 per share and tax effected acquisition related costs and a loss on asset sale of approximately $61.9 million, or $0.32 per share.

In connection with the de-designation of certain interest rate swap contracts at the end of 2001 and in accordance with FASB Statement 133, the Company recorded an after tax accounting benefit of $4.8 million, or $0.02 per share in the first quarter of 2002.

During the first quarter 2002, free cash flow was $35.8 million and total debt decreased to $9.219 billion at March 31, 2002. Free cash flow is defined as EBITDA plus other non-cash items, less cash interest, cash taxes, closure, post-closure and environmental expenditures, capital expenditures (other than for acquisitions) and changes in working capital (excluding expenditures against non-recurring acquisition accruals).

“In the face of an economy that is not yet helping the waste industry and in what is seasonally our weakest quarter, we were able to fund $250 million in capital assets, still produce positive free cash flow and repay over $40 million of debt,” said Tom Van Weelden, Chairman and CEO of Allied Waste. “Further, a three day reduction in our days sales outstanding to 45 days reflects our best collection performance since the BFI acquisition in 1999.”

Allied Waste will host a conference call related to the first quarter earnings on Wednesday, May 1st at 9:00 a.m. EDT. The call will be broadcast live over the Internet on the Company’s website: www.alliedwaste.com. A playback of the call will be available on the site after the call. Allied Waste has also filed supplemental data on Form 8-K that is accessible on the Company’s website or through the SEC EDGAR System.

Allied Waste Industries, Inc., a leading waste services company, provides collection, recycling and disposal services to residential, commercial and industrial customers in the United States. As of March 31, 2002, the Company operated 341 collection companies, 169 transfer stations, 167 active landfills and 65 recycling facilities in 39 states.

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Safe Harbor for Forward-Looking Statements

Certain matters discussed in this press release 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 forward-looking statements involve risks and uncertainties which could cause actual results to differ materially including, without limitation, (1) continuing weakness in the U.S. economy in 2002 may cause a decline in the demand for the Company’s services (particularly in the commercial and industrial sectors), a decline in the price of commodities sold by the Company, increased competitive pressure on pricing and generally make it more difficult for the Company to predict economic trends; (2) the Company may be impeded in the successful integration of acquired businesses and its market development efforts; (3) a change in interest rates or a reduction in the Company’s cash flow could impair the Company’s ability to service and reduce its debt obligations; (4) volatility in interest rates may, among other things, affect earnings due to possible mark to market changes on certain interest rate hedges; (5) divestitures by the Company may not raise funds exceeding financing needed for acquisitions in 2002; and (6) severe weather conditions could impair the Company’s operating results.

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-K for the year ended December 31, 2001. 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.

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ALLIED WASTE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share data)
(unaudited)

			For the Three					For the Three
			Months Ended		% of			Months Ended			% of
			March 31, 2002		Revenue			March 31, 2001			Revenue
Revenue			$	1,315,675		100.0	%	$	1,353,838			100.0	%
Cost of operations				789,410		60.0	%		780,064			57.6	%
Selling, general and administrative expenses				122,124		9.3	%		102,445			7.6	%
Depreciation and amortization				119,658		9.1	%		113,609			8.4	%
Goodwill amortization (A)				—					56,564			4.2	%
	Operating income before acquisition related and unusual costs			284,483		21.6	%		301,156			22.2	%
Acquisition related and unusual costs				—					5,498			0.4	%
Non-cash loss on asset sale				—					107,011			7.9	%
	Operating income			284,483		21.6	%		188,647			13.9	%
Equity in earnings of unconsolidated subsidiaries				—					(9,105	)		(0.7	)%
Interest expense and other (B)				197,222		15.0	%		216,745			16.0	%
	Net income (loss) before income taxes			87,261		6.6	%		(18,993	)		(1.4	)%
Income tax expense (benefit)				35,521		2.7	%		(11,742	)		(0.8	)%
Minority interest				622		0.0	%		1,747			0.1	%
		Net income (loss) before extraordinary loss		51,118		3.9	%		(8,998	)		(0.7	)%
Extraordinary loss, net of income tax benefit				—					9,453			0.7	%
Net income (loss)				51,118		3.9	%		(18,451	)		(1.4	)%
Preferred dividends				18,740		1.4	%		17,570			1.3	%
	Net income (loss) to common shareholders		$	32,378		2.5	%	$	(36,021	)		(2.7	)%
Weighted average common and common equivalent shares				194,145					189,203
Income (loss) per common share			$	0.17				$	(0.19	)
Adjusted income per common share				N/A				$	0.13	(C)
EBITDA			$	404,141		30.7	%	$	358,820			26.5	%
Adjusted EBITDA				N/A		N/A		$	471,329	(C)		34.8	%

(A)	In accordance with SFAS 142, “Goodwill and Other Intangible Assets”, amortization of goodwill ceased on January 1, 2002. The Company has completed its evaluation and determined that all goodwill is recoverable under SFAS 142 guidelines as of January 1, 2002.
(B)	The 2002 interest expense and other includes a $7.9 million net benefit ($4.8 million, after tax) for a mark to market gain offset by amortization of accumulated other comprehensive income related to de-designation of interest rate swap contracts on December 31, 2001, in accordance with SFAS 133 “Accounting for Derivative Instruments and Hedging Activities”. See detail of interest expense and other on page 8.
(C)	Adjusted EBITDA and income per common share in 2001 removes the impact of acquisition related and unusual costs of $5.5 million, non-cash loss on asset sale of $107.0 million and the related tax effect of these items of $60.1 million and an extraordinary loss, net of tax of $9.5 million.

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ALLIED WASTE INDUSTRIES, INC.
SUMMARY DATA SHEET
Statement of Cash Flows Data
(amounts in thousands, unaudited)

			Three Months
			Ended
			March 31, 2002
Operating activities —
	Net income		$	51,118
	Adjustments to reconcile net income to cash provided by operating activities —
	Provisions for:
		Depreciation and amortization		119,658
		Doubtful accounts		6,213
		Accretion of debt and amortization of debt issuance costs		11,001
		Deferred income tax provision		28,423
		Gain on sale of assets		(1,801	)
		Non-cash gain on de-designated interest rate swap contracts		(16,730	)
		Amortization of accumulated other comprehensive income for de-designated interest rate swap contracts		8,850
	Change in operating assets and liabilities, excluding the effects of purchase acquisitions —
	Accounts receivable, prepaid expenses, inventories and other			58,254
	Accounts payable, accrued liabilities, unearned income and other			19,804
	Expenditures against non-recurring acquisition accruals			(26,067	)
	Closure and post-closure provision			17,184
	Closure and post-closure expenditures			(6,313	)
	Environmental expenditures			(5,866	)
Cash provided by operating activities				263,728
Investing activities —
		Cost of acquisitions, net of cash acquired		(13,720	)
		Proceeds from divestitures, net of cash divested		79
		Capital expenditures, excluding acquisitions		(249,628	)
		Capitalized interest		(6,609	)
		Proceeds from sale of fixed assets		6,722
		Change in deferred acquisition costs, notes receivable, and other		(26,636	)
Cash used for investing activities				(289,792	)
Financing activities —
		Net proceeds from exercise of stock options		1,189
		Proceeds from long-term debt, net of issuance costs		327,881
		Payments of long-term debt		(371,922	)
Cash used for financing activities				(42,852	)
Decrease in cash and cash equivalents				(68,916	)
Cash and cash equivalents, beginning of period				158,841
Cash and cash equivalents, end of period			$	89,925

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ALLIED WASTE INDUSTRIES, INC.
SUMMARY DATA SHEET
Balance Sheet Data
(amounts in thousands, except per share data)
(unaudited)

			March 31,			December 31,
			2002			2001
ASSETS
	Current assets —
	Cash and cash equivalents		$	89,925		$	158,841
	Accounts receivable, net of allowance of $30,020 and $31,876			694,771			751,416
	Prepaid and other current assets			120,153			132,026
	Deferred income taxes, net			136,443			156,203
		Total current assets		1,041,292			1,198,486
	Property and equipment, net			4,153,740			4,010,886
	Goodwill, net			8,567,904			8,556,877
	Other assets, net			588,514			580,844
		Total assets	$	14,351,450		$	14,347,093
LIABILITIES AND STOCKHOLDERS’ EQUITY
	Current liabilities —
	Current portion of long-term debt		$	194,413		$	22,130
	Accounts payable			409,581			456,063
	Accrued closure, post-closure and environmental costs			127,547			126,885
	Accrued interest			227,924			192,872
	Other accrued liabilities			381,791			402,816
	Unearned revenue			238,958			232,769
		Total current liabilities		1,580,214			1,433,535
	Long-term debt, less current portion			9,024,703			9,237,503
	Deferred income taxes			443,374			418,836
	Accrued closure, post-closure and environmental costs			881,146			878,006
	Other long-term obligations			589,723			624,390
	Commitments and contingencies
	Series A senior convertible preferred stock, 1,000 shares authorized, issued and outstanding, liquidation preference of $1,188 and $1,169 per share			1,187,781			1,169,044
	Stockholders’ equity —
	Common stock			1,965			1,962
	Additional paid-in capital			1,041,283			1,055,353
	Other comprehensive loss			(63,441	)		(85,120	)
	Retained deficit			(335,298	)		(386,416	)
		Total stockholders’ equity		644,509			585,779
		Total liabilities and stockholders’ equity	$	14,351,450		$	14,347,093

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ALLIED WASTE INDUSTRIES, INC.
SUMMARY DATA SHEET
(amounts in thousands, except per share data and percentages)
(unaudited)

Statement of Operations Data:

				Three Months			Three Months
				Ended			Ended
				March 31, 2002			March 31, 2001
Revenue —
	Gross revenue			$	1,590,129		$	1,633,984
	Less intercompany revenue				(274,454	)		(280,146	)
		Revenue		$	1,315,675		$	1,353,838
Revenue Mix (based on gross revenue) —
	Collection				64.0	%		63.0	%
	Disposal				30.3	%		29.7	%
	Recycling				3.1	%		3.9	%
	Other				2.6	%		3.4	%
		Total			100.0	%		100.0	%
Internalization Based on Disposal Volumes					67	%		68	%
Landfill Volumes in Tons					16,324			16,157
Internal Growth – Year over Year (excluding commodity):
Price					(0.4	)%		3.5	%
Volume					(1.6	)%		(2.1	)%
		Total			(2.0	)%		1.4	%
Average price increases to customers					2.4	%		3.6	%
Internal Growth Year over Year (including commodity)					(3.1	)%		(2.1	)%
Interest Expense and Other—
	Interest expense, gross			$	187,425		$	221,025
	Cash settlement of de-designated interest rate swap contracts (previously recorded in interest expense, gross)				14,409			—
	Interest income				(1,124	)		(1,895	)
	Capitalized interest for development projects				(6,609	)		(12,714	)
	Accretion of debt and amortization of debt issuance costs				11,001			10,329
					205,102			216,745
	Non-cash gain on de-designated interest rate swap contracts (previously recorded in accumulated other comprehensive income in shareholders’ equity)				(16,730	)		—
	Amortization of accumulated other comprehensive income for de-designated interest rate swap contracts				8,850			—
			Interest expense and other	$	197,222		$	216,745

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ALLIED WASTE INDUSTRIES, INC.
SUMMARY DATA SHEET
(amounts in thousands)
(unaudited)

				Three Months			Three Months
				Ended			Ended
				March 31, 2002			March 31, 2001
Acquisitions —
	Annualized revenue acquired			$	9,842		$	21,338
	Annualized revenue acquired (after intercompany eliminations)			$	9,842		$	21,338
Divestitures —
	Annualized revenue divested			$	(510	)	$	(74,955	)
	Annualized revenue divested (after intercompany eliminations)			$	(510	)	$	(67,700	)
Summary of Acquisition Related and Unusual Costs —
	Transition costs			$	—		$	5,498
	Loss on asset sale				—			107,011
		Total reported acquisition related and unusual costs		$	—		$	112,509
Capital Expenditures —
	Fixed asset purchases			$	213,831		$	44,355
	Cell development				35,797			17,973
			Total	$	249,628		$	62,328
Days sales outstanding				45 days			48 days

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ALLIED WASTE INDUSTRIES, INC.
SUMMARY DATA SHEET
(amounts in thousands, except percentages)
(unaudited)

			For the Three
			Months Ended
			March 31, 2002
Fee Cash Flow:
	EBITDA		$	404,141
	Other non-cash items:
		Closure and post-closure provision		17,184
		Doubtful accounts		6,213
		Gain on sale of assets		(1,801	)
Less: Cash interest				(166,430	)
	Cash taxes			(2,496	)
	Closure, post-closure and environmental expenditures			(12,179	)
	Capital expenditures, excluding acquisitions			(249,628	)
	Changes in working capital			78,058
	Remove change in accrued interest and accrued taxes from working capital			(37,285	)
	Free cash flow			35,777
	Expenditures against non-recurring acquisition accruals			(26,067	)
	Market development and other investing activities, net			(33,555	)
	Decrease in cash			68,916
	Accretion and other			(4,554	)
	Cash available to pay down debt		$	40,517
	Debt balance at December 31, 2001		$	9,259,633
	Cash available to pay down debt			(40,517	)
	Debt balance at March 31, 2002		$	9,219,116

		At March 31, 2002
Capital Structure:
	Long-term debt (including current portion)	$	9,219,116
	Equity (including series A senior convertible preferred stock)		1,832,290
	Debt to total capitalization		83.4	%

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant, Allied Waste Industries, Inc., has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ALLIED WASTE INDUSTRIES, INC.
By:	/s/ THOMAS W. RYAN
	Thomas W. Ryan Executive Vice President & Chief Financial Officer

Date: April 30, 2002

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