2009 11 Presentation

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Bank of America Merrill Lynch2009 Global Industries Conference

December 8, 2009


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Discussion of ForwardDiscussion of Forward--Looking StatementsLooking Statements

Information Regarding Forward-Looking Statements

Certain statements and information included herein constitute "forward-lookingstatements" within the meaning of the Federal Private Securities Litigation Reform Act of1995, including statements with respect to the expected results of the integration of ourmerger with Allied and our anticipated 2009 financial results. Words such as "will","expect," "anticipate" and similar words and phrases are used in this press release toidentify the forward-looking statements. These forward-looking statements, althoughbased on assumptions that we consider reasonable, are subject to risks and uncertainties

which could cause actual results, events or conditions to differ materially from thoseexpressed or implied by the forward-looking statements. Although we believe that theexpectations reflected in the forward-looking statements are reasonable, we can give noassurance that the expectations will prove to be correct. Other factors which couldmaterially affect our forward-looking statements can be found in our periodic reports filed

with the Securities and Exchange Commission. Stockholders, potential investors and otherreaders are urged to consider these factors carefully in evaluating our forward-lookingstatements and are cautioned not to place undue reliance on forward-looking statements.The forward-looking statements made herein are only made as of the date of thispresentation, and we undertake no obligation to publicly update these forward-looking

statements to reflect subsequent events or circumstances.


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Solid Waste Industry ProfileSolid Waste Industry Profile

Strong and predictable cash flowStrong and predictable cash flow

basic essential servicebasic essential service

Industry is focused on rationalizing market placesIndustry is focused on rationalizing market placesand improving returns on capitaland improving returns on capital

Organic growth = Population Growth/BusinessOrganic growth = Population Growth/BusinessFormation + Pricing FlexibilityFormation + Pricing Flexibility

Industry can adjust business plans during a weakIndustry can adjust business plans during a weak

economy to sustain strong cash floweconomy to sustain strong cash flow


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20072007--Q3 2009 Price GrowthQ3 2009 Price Growth

(excluding impact of commodities)

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

Q1

2007

Q2

2007

Q3

2007

Q4

2007

Q1

2008

Q2

2008

Q3

2008

Q4

2008

Q1

2009

Q2

2009

Q3

2009

RSG WM


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Company StrengthsCompany Strengths

Business ProfileBusiness Profileannuityannuity--type revenue basetype revenue base

capital expenditures are in acapital expenditures are in apredictable rangepredictable range

focus on improving return on investedfocus on improving return on investedcapitalcapital

BroadBroad--based business platform,based business platform,

including disposal networkincluding disposal network

28% of revenue in franchise markets28% of revenue in franchise markets


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Pro Forma 2008 Revenue Mix by Line of BusinessPro Forma 2008 Revenue Mix by Line of Business

Over 80% of revenue has an annuity-type profile Approximately $2.3 billion of annual long-term franchise revenue

Recycling, 7%

Residential, 22%

C & D, 6%

Permanent Roll-Off,

14%

Other, 3%

Transfer & Disposal,20%

Commercial, 28%


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Geographic Locations

Approximately 55% of revenue in states with

population growth rates above U.S. national average

199 Landfills

239 Transfer Stations

380 Collection Companies

79 Recycling Facilities


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Free Cash Flow Utilization PrioritiesFree Cash Flow Utilization Priorities

Strong Capital Structure

Dividend Policy

Debt Reduction

Increase Shareholder Value


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Merger SynergiesMerger Synergies

M S i


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Merger SynergiesMerger Synergies

Objective to achieve $165Objective to achieve $165--$175 million in$175 million insynergies by end of 2010synergies by end of 2010

As of September 30, Republic has realizedAs of September 30, Republic has realizedapproximately $140 million in annualapproximately $140 million in annual

synergiessynergies Expect to be at $145 million run rate byExpect to be at $145 million run rate by

December 31December 31

Cost to obtain synergies is $300 millionCost to obtain synergies is $300 million

S O i i SG&AS O t iti SG&A


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Synergy Opportunities: SG&ASynergy Opportunities: SG&A

$80 to $85 million$80 to $85 million

79% of savings realized79% of savings realized

Integration planning developedIntegration planning developedcommon strategies and culturecommon strategies and culture

S O t iti O tiS O t iti O ti


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Synergy Opportunities: OperationsSynergy Opportunities: Operations

$85 to $90 million$85 to $90 million

81% of savings realized81% of savings realized Systems integration in overlapSystems integration in overlap

markets completed in Q3markets completed in Q3 Key drivers of savings are routeKey drivers of savings are route

density and disposal optimizationdensity and disposal optimization

Di tit PDi tit P


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Divestiture ProcessDivestiture Process

Agreement with Justice Department requiredAgreement with Justice Department requiredRepublic to divest assets in 15 marketsRepublic to divest assets in 15 markets

9 landfills9 landfills

10 transfer stations10 transfer stations

Commercial collection routesCommercial collection routes

Ancillary assets including disposal agreementsAncillary assets including disposal agreements

Process completedProcess completed

After tax proceeds of approximately $370mmAfter tax proceeds of approximately $370mm

All proceeds used for debt reductionAll proceeds used for debt reduction

Additi l O t iti t D i V lAdditional Opportunities to Drive Value


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Additional Opportunities to Drive ValueAdditional Opportunities to Drive Value

National accountsNational accounts

Purchasing and maintenancePurchasing and maintenance

Renewable energyRenewable energy

Appropriate investment in recycling capacityAppropriate investment in recycling capacity


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Landfill Gas Projects and RecyclingLandfill Gas Projects and Recycling

Republic operates 199 landfillsRepublic operates 199 landfills

Currently 75 active projectsCurrently 75 active projects

16 projects in the development phase16 projects in the development phase

Recycling activities represent 7% of total revenueRecycling activities represent 7% of total revenue

Operate 79 Material Recovery Facilities (MRFs)Operate 79 Material Recovery Facilities (MRFs)


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Financial OverviewFinancial Overview

Q3 2009 Fi i l R lQ3 2009 Fi i l R lt


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Q3 2009 Financial ResultsQ3 2009 Financial Results

Revenue of approximately $2.1 billionRevenue of approximately $2.1 billion

Core price growth was 2.8%Core price growth was 2.8%

Volume declined 10.1%Volume declined 10.1%

No sequential declineNo sequential decline

YTD Operating Free Cash Flow of $493 millionYTD Operating Free Cash Flow of $493 million

YTD debt reductions of $650 millionYTD debt reductions of $650 million

Fi i l R iFi i l R i


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Financial ReviewFinancial Review

Strong Capital StructureStrong Capital Structure

Investment grade credit ratings,Investment grade credit ratings,

BBB/Baa3BBB/Baa3

No material financing requirementsNo material financing requirements

until 2011until 2011

Focus on Return on Invested CapitalFocus on Return on Invested Capital

and Free Cash Flowand Free Cash Flow


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Net Debt to Total CapitalizationNet Debt to Total Capitalization

35%

42%

50%53%

51%48%

2004 2005 2006 2007 2008 Q3 2009

%

Liquidity ManagementLiquidity Management


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Liquidity ManagementLiquidity Management

Total bank financing capacity ofTotal bank financing capacity of$2.75 billion$2.75 billion

No significant maturities until 2011No significant maturities until 2011

Refinancing process initiated withRefinancing process initiated withrecent $650 million note offeringrecent $650 million note offeringand tender for existing debtand tender for existing debt

Continue to realize liabilityContinue to realize liabilitymanagement opportunitiesmanagement opportunities

Liability Management OpportunitiesLiability Management Opportunities


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Liability Management OpportunitiesLiability Management Opportunities

Issued $650 million of 10 year notes atIssued $650 million of 10 year notes at5.5%5.5%

Tendered for $325 million of debtTendered for $325 million of debtmaturing in 2010 and 2011maturing in 2010 and 2011 Reduces refinancing riskReduces refinancing risk

Called $450 million 7.875% notes andCalled $450 million 7.875% notes and$230 million of convertible debt$230 million of convertible debt

Reduces 2010 interest expense and debtReduces 2010 interest expense and debtdiscountdiscount

Continue to improve credit profileContinue to improve credit profile

2009 Financial Guidance2009 Financial Guidance


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2009 Financial Guidance2009 Financial Guidance

Adjusted FCF of $700Adjusted FCF of $700--725 million after725 million aftermerger expensesmerger expenses

Adjusted EPS of $1.46 to $1.48Adjusted EPS of $1.46 to $1.48

Capital spending of $835 millionCapital spending of $835 million

Adjusted EBITDA margin of 30.5%Adjusted EBITDA margin of 30.5%


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2009 EPS Reconciliation2009 EPS Reconciliation

GAAP EPS Guidance $1.26 to $1.28

Purchase Accounting Items:

Higher Depreciation $0.17

Debt Discount Amortization $0.18

Conforming Accounting Policies $0.05

Non-Recurring Integration Costs $0.20

Adjusted EPS Guidance $1.86 to $1.88


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2009 Cash Flow Reconciliation2009 Cash Flow Reconciliation

Cash Flow Guidance (after capex) $600 - $625 Million

One Time Merger Costs 100 Million

2008 Taxes Paid in 2009 70 Million

Normalized Cash Flow $770 - $795 Million

Normalized Cash Flow Per Share $2.03 - $2.09

20092009 ObjectivesObjectives


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20092009 ObjectivesObjectives

Focus on business integration and realizing synergiesFocus on business integration and realizing synergieson a timely basison a timely basis

Continued focus on higher pricingContinued focus on higher pricing return on investment by customerreturn on investment by customer

Increase productivity through cost initiativesIncrease productivity through cost initiatives

routing, maintenance, sales, purchasingrouting, maintenance, sales, purchasing

Improve free cash flow and debt reductionImprove free cash flow and debt reduction

Invest in ongoing training of field personnelInvest in ongoing training of field personnel

Reconciliation of NonReconciliation of Non GAAP MeasuresGAAP Measures


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Reconciliation of NonReconciliation of Non--GAAP MeasuresGAAP Measures

2005 2006 2007 2008

Free Cash Flow:

Cash provided by operating activities 747.8$ 511.2$ 661.3$ 512.2$Purchases of property and equipment (309.0) (326.7) (292.5) (386.9)

Proceeds from sales of property and equipment 10.1 18.5 6.1 8.2

Adjustments (173.0) 83.0 - -Free cash flow 275.9$ 286.0$ 374.9$ 133.5$

Weighted average common and commonequivalent shares outstanding 210.8 200.6 192.0 198.4

Adjusted diluted free cash flow per share 1.31$ 1.43$ 1.95$ 0.67$

Operating Income Before DD&A

Operating income 477.2$ 519.5$ 536.0$ 283.2$

Depreciation, amortization and depletion 278.8 296.0 305.5 354.1

Accretion 14.5 15.7 17.1 23.9Other charges - - - -Operating income before DD&A 770.5$ 831.2$ 858.6$ 661.2$


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Reconciliation of NonReconciliation of Non--GAAP MeasuresGAAP Measures2005 2006 2007 2008

Credit Statistics:

Long-term debt, net of current maturities 1,472.1$ 1,544.6$ 1,565.5$ 7,198.5$

Notes payable and current maturities of long-term debt 3.0 2.6 2.3 504.0

Cash and cash equivalents (131.8) (29.1) (21.8) (68.7)

Restricted cash - proceeds from the issuance of tax -

exempt financings and funds restricted for financial assurance (170.2) (65.6) (71.4) (196.7)

Net debt 1,173.1$ 1,452.5$ 1,474.6$ 7,437.1$

Net debt / Operating Income Before DD&A 1.5 1.7 1.7 11.2

Net debt 1,173.1$ 1,452.5$ 1,474.6$ 7,437.1$

Total stockholders' equity 1,605.8 1,422.1 1,303.8 7,281.4

Total capital 2,778.9$ 2,874.6$ 2,778.4$ 14,718.5$

Net debt / total capital 42.2% 50.5% 53.1% 50.5%

Operating income 477.2$ 519.5$ 536.0$ 283.2$Total assets 4,550.5$ 4,429.4$ 4,467.8$ 19,921.4$

Operating income / Total assets 10.49% 11.73% 12.00% 1.42%

Free cash flow 275.9$ 286.0$ 374.9$ 133.5$

Revenue 2,863.9$ 3,070.6$ 3,176.2$ 3,685.1$Free cash flow / Revenue 9.63% 9.31% 11.80% 3.62%

Free cash flow 275.9$ 286.0$ 374.9$ 133.5$Total assets 4,550.5$ 4,429.4$ 4,467.8$ 19,921.4$Free cash flow / Total assets 6.06% 6.46% 8.39% 0.67%

R ili i f N GAAP M


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Reconciliation of NonReconciliation of Non--GAAP MeasuresGAAP Measures

2005 2006 2007 2008

Net Income Before Changes in Accounting Principles:

Other charges -$ -$ -$ -$

Income taxes - - - -Total adjustments, net of tax - - - -

Net income as reported before changes in accounting principles 253.7 279.6 290.2 73.8Adjusted net income before changes in accounting principles 253.7$ 279.6$ 290.2$ 73.8$

Weighted average common and common

equivalent shares outstanding 210.8 200.6 192.0 198.4

Adjusted diluted earnings per share 1.20$ 1.39$ 1.51$ 0.37$

Free cash flow to Operating Income Before DD&A:

Free cash flow 275.9$ 286.0$ 374.9$ 133.5$Operating income before DD&A 770.5$ 831.2$ 858.6$ 661.2$Free cash flow to Operating income before DD&A 36% 34% 44% 20%


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2009 11 Presentation

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