THE HISTORY OF WASTE MANAGEMENT INCORPORATED

THE MERGER 1998

Waste Management Inc., the world's largest waste corporation has agreed to be acquired by a smaller rival company, USA Waste Services, the 3rd largest waste corporation. In a stock deal valued at $13.5 billion, USA Waste's sales of $2.6 billion would more than quadruple, making it twice as big as its nearest rival, Browning-Ferris Industries Corp.

The combined company, which will become the premier trash company in the United States, will be named Waste Management. ''USA Waste is not a good name for a global company, quipped Robert S. Miller, interim chairman of Waste Management who will be the nonexecutive chairman of the new company. Officially the $20 billion stock-and-debt deal is being billed as a merger.

Shareholders of Oak Brook-based Waste Management will own 60 percent of the combined company. But senior management will come from the USA Waste side, and headquarters will be consolidated at that company's Houston site. The merger will make Houston the undisputed solid waste capital of the United States, as corporate headquarters of both the No. 1 (Waste Management) and the No. 2 (Browning-Ferris) companies in the industry.

USA Waste also is assuming $7 billion of Waste Management debt as part of the deal. Waste Management currently accounts for about 15 percent of the U.S. trash hauling business, Drury said, while USA Waste has 5 percent. Company officials said they do not expect antitrust problems since 80 percent of the market would still be open.

Waste Management Headquarters: Oak Brook, IllinoiS Employees: 58,800 worldwide (37,000 in U.S.) 1997 Revenues: $9.2 billion 1997 earnings: $1.18 billion loss Established: 1971 Chairman/CEO: John E. Drury USA Waste Services Headquarters: Houston, Texas Employees: 17,700 * 1997 Revenues: $2.6 billion 1997 earnings: $267 million Established: 1987 Acting Chairman/CEO: Robert Stevens Miller Jr. COMBINED ASSETS - NORTH AMERICA
Landfills:
USA Waste 182 Waste Management 137
Total 319
Collection Operations:
USA Waste 250 Waste Management 400
Total 650
Transfer Stations:
USA Waste 175 Waste Management 164
Total 339