Bank of America Merrill Lynch

2009 Global Industries Conference

December 8, 2009
Discussion of Forward-Looking Statements

Information Regarding Forward-Looking Statements

Certain statements and information included herein constitute "forward-looking

statements" within the meaning of the Federal Private Securities Litigation Reform Act of
1995, including statements with respect to the expected results of the integration of our
merger 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 to
identify the forward-looking statements. These forward-looking statements, although
based on assumptions that we consider reasonable, are subject to risks and uncertainties
which could cause actual results, events or conditions to differ materially from those
expressed or implied by the forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we can give no
assurance that the expectations will prove to be correct. Other factors which could
materially affect our forward-looking statements can be found in our periodic reports filed
with the Securities and Exchange Commission. Stockholders, potential investors and other
readers are urged to consider these factors carefully in evaluating our forward-looking
statements 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 this
presentation, 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 Profile

ƒ Strong and predictable cash flow

9 basic essential service

ƒ Industry is focused on rationalizing market places

and improving returns on capital

ƒ Organic growth = Population Growth/Business

Formation + Pricing Flexibility

ƒ Industry can adjust business plans during a weak

economy to sustain strong cash flow

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2007-Q3 2009 Price Growth
(excluding impact of commodities)

7.0%

6.0%

5.0%

4.0%

3.0%

2.0%

1.0%

0.0%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3
2007 2007 2007 2007 2008 2008 2008 2008 2009 2009 2009

RSG WM

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Company Strengths

ƒ Business Profile
9annuity-type revenue base
9capital expenditures are in a
predictable range
9focus on improving return on invested
capital
ƒ Broad-based business platform,
including disposal network
ƒ 28% of revenue in franchise markets

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Pro Forma 2008 Revenue Mix by Line of Business

Recycling, 7% Other, 3%
Transfer & Disposal,
Permanent Roll-Off, 20%
14%

C & D, 6%

Commercial, 28%
Residential, 22%

• Over 80% of revenue has an annuity-type profile

• Approximately $2.3 billion of annual long-term franchise revenue

6
 Geographic Locations

199 Landfills
239 Transfer Stations
380 Collection Companies
79 Recycling Facilities

Approximately 55% of revenue in states with

population growth rates above U.S. national average
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Free Cash Flow Utilization Priorities

Debt Reduction

Dividend Policy

Strong Capital Structure

Increase Shareholder Value

8
Merger Synergies

9
Merger Synergies

ƒ Objective to achieve $165-$175 million in

synergies by end of 2010
ƒ As of September 30, Republic has realized
approximately $140 million in annual
synergies
ƒ Expect to be at $145 million run rate by
December 31
ƒ Cost to obtain synergies is $300 million

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Synergy Opportunities: SG&A

• $80 to $85 million

• 79% of savings realized
• Integration planning developed
common strategies and culture

11
Synergy Opportunities: Operations

• $85 to $90 million

• 81% of savings realized
• Systems integration in overlap
markets completed in Q3
• Key drivers of savings are route
density and disposal optimization

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Divestiture Process

ƒ Agreement with Justice Department required

Republic to divest assets in 15 markets
9 9 landfills

9 10 transfer stations

9 Commercial collection routes

9 Ancillary assets including disposal agreements

ƒ Process completed

ƒ After tax proceeds of approximately $370mm

ƒ All proceeds used for debt reduction

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Additional Opportunities to Drive Value

ƒ National accounts

ƒ Purchasing and maintenance

ƒ Renewable energy

ƒ Appropriate investment in recycling capacity

14
Landfill Gas Projects and Recycling

ƒ Republic operates 199 landfills

ƒ Currently 75 active projects
ƒ 16 projects in the development phase
ƒ Recycling activities represent 7% of total revenue
ƒ Operate 79 Material Recovery Facilities (MRFs)

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Financial Overview

16
Q3 2009 Financial Results

ƒ Revenue of approximately $2.1 billion

ƒ Core price growth was 2.8%

ƒ Volume declined 10.1%

— No sequential decline

ƒ YTD Operating Free Cash Flow of $493 million

— YTD debt reductions of $650 million

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Financial Review

ƒ Strong Capital Structure

9Investment grade credit ratings,
BBB/Baa3
9No material financing requirements
until 2011

ƒ Focus on Return on Invested Capital

and Free Cash Flow

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Net Debt to Total Capitalization

53%
50% 51%
48%
42%
35%

2004 2005 2006 2007 2008 Q3 2009

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Liquidity Management

ƒ Total bank financing capacity of

$2.75 billion
ƒ No significant maturities until 2011
ƒ Refinancing process initiated with
recent $650 million note offering
and tender for existing debt
ƒ Continue to realize liability
management opportunities

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Liability Management Opportunities

ƒ Issued $650 million of 10 year notes at

5.5%
ƒ Tendered for $325 million of debt
maturing in 2010 and 2011
— Reduces refinancing risk
ƒ Called $450 million 7.875% notes and
$230 million of convertible debt
— Reduces 2010 interest expense and debt
discount
ƒ Continue to improve credit profile
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2009 Financial Guidance

ƒ Adjusted FCF of $700-725 million after

merger expenses
ƒ Adjusted EPS of $1.46 to $1.48
ƒ Capital spending of $835 million
ƒ Adjusted EBITDA margin of 30.5%

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2009 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 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

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2009 Objectives

ƒ Focus on business integration and realizing synergies

on a timely basis
ƒ Continued focus on higher pricing
9 return on investment by customer
ƒ Increase productivity through cost initiatives
9 routing, maintenance, sales, purchasing
ƒ Improve free cash flow and debt reduction
ƒ Invest in ongoing training of field personnel

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Reconciliation of Non-GAAP 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 common

equivalent 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 23.9
Other charges - - - -
Operating income before DD&A $ 770.5 $ 831.2 $ 858.6 $ 661.2

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Reconciliation of Non-GAAP Measures
2005 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%
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 Reconciliation of Non-GAAP 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 73.8
Adjusted 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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