Good morning and welcome to the Third Quarter Conference Call for Investors of Republic Services. Republic is traded in the New York Stock Exchange under the symbol RSG. Your host this morning is Republic's Chairman and CEO, Jim O'Connor. Today's call is being recorded, and all participants are in a listen-only mode. There will be a question-and-answer session following Republic's summary of quarterly earnings. I will provide you with specific instructions for questions later in the call. At this time, it is my pleasure to turn the call over to Mr. O'Connor. Good morning, sir.

Good morning, and good morning to all of you and thank you all for joining us. This is Jim O'Connor and I'd like to welcome everyone to Republic Services third quarter conference call. Tod Holmes, our Chief Financial Officer and Ed Lang, our Treasurer are joining me as we discuss our third quarter performance. I'd like to take a moment to remind everyone that some of the information that we will discuss on today's call contains forward-looking statements, which involves risks and uncertainties, and maybe materially different from actual results. Our SEC filings discuss factors that could cause actual results to differ materially from expectations. Additionally, the materials that we discuss with you today is time-sensitive. In the future, you listen to a rebroadcast or recording of this conference call, you should be sensitive to the date of the original call, which is October 31, 2008. Please note that this call is the property of Republic Services Incorporated, any redistribution, retransmission, or rebroadcast of this call in any form without the express written consent of Republic Services is strictly prohibited. On today's call I will review with you our views on the pending merger with Allied Waste Industries. But first I want to review the third quarter results where we continue to see margin improvement. Republic had revenue growth of 3.4% to $834 million. We achieved internal growth of 4.2% with 7.3% of price improvement and volume decline of 3.1%. Our third quarter volume decline was affected by the slow down in construction activity. C&D volumes in our temporary roll-off business and third party C&D volumes at our transfer stations and landfills continue to be weak. Price growth continues to be strong. Core pricing is up 3.8%. Pricing improvement is most important factor in covering rising costs and improving return…

Thank you, Jim. I'll begin my review of the company's financial results by discussing revenue. Again third quarter 2008 revenue rose by 3.4% to $834 million from $806 million last year. That's an internal growth rate of 4.2%. Total price was 7.3%, with 3.8% coming from core price, 2.8% from fuel surcharges, 0.4% from environmental fees, and 0.3% from commodities. During the quarter, we continued to benefit from our ongoing price increase strategy in all lines of business. Our third quarter core volume did decline 3.3%. This was driven primarily by landfill volume which was down 2% and temporary roll-off volume related to construction industry, which is down 15%. Divestitures and non-core operations accounted for the remaining 0.6% reduction in our revenue. That was primarily divestiture of our LETCO business in the fourth quarter of last year. Third quarter year-over-year operating margins, year-over-year operating margins increased by 410 basis points from 15.9% to 20%. During the third quarter of 2008, we've recorded $3.2 million of costs associated with our merger with Allied. Excluding these costs, our operating margins for the third quarter would have been 20.4%. The key components to our year-over-year operating margin improvement are as follows: the Countywide landfill cost that we incurred last year, 410 basis points improvement. Truck maintenance, positive 40 basis points; higher fuel costs this year, negative 180 basis points; risk and health insurance, positive 90 basis points; disposal and subcontracting costs a positive 80 basis points; labor a positive 50 basis points; DD&A, positive 20 basis points; SG&A, a negative 60 basis points; and our integration cost, a negative 40 basis points. So that totals 410 basis point improvements. Now, let me briefly comment on the components of our third quarter year-over-year margin change. First truck maintenance, during the third quarter of 2008,…

Thanks Tod. I would like to provide an update on our financing plans. In order to meet the long-term liquidity needs of Republic Services post merger we set out the following objectives. First, obtain investment grade ratings. Second, the range for $2.75 billion of bank facility capacity for letters of credit and short-term borrowing requirements, and third, secure additional share re-bond capacity at attractive rates available to investment grade companies. Last June prior to the announcement of the merger, we met with Standard & Poor's annuities to review the proposed transaction. After our announcement both agencies issued press releases indicating investment grade status. In July, we began the bank facilities indication by selecting Banc of America and JP Morgan as colleagues. In order to secure the $2.75 billion of bank capacity required, we amended Republic's existing $1 billion facility and syndicated a new $1.75 billion facility. We signed this documentation and went effective in mid September. All financings for the merger that is required is in place. At the same time, we began working with major providers of surety bonds to address the increased requirements of Republic post merger. We are able to secure incremental capacity at rates significantly lower than Allied's current cost. The ability to secure investment grade status was vital to our success. As far as debt maturities, Republic has only one matured debt maturity in 2009, approximately, $100 million due in May of next year. The company has no debt maturities in 2010. The maturity in May of '09 will be repaid with free cash flow from operations. Jim will now provide additional information on Republic and the merger process.

Thanks Ed. Republic's EPS for the third quarter was $0.48. This was a record level of earnings per share. I would like to reiterate our current earnings guidance of $1.78 to $1.82 of earnings per share for the full year 2008 excluding remediation and merger cost. We provided 2008 cash flow guidance of $340 million to $350 million and believe that we will be within the ranges, even though we will increase our capital spending for collection vehicles to take advantage of bonus depreciation. I'd like now to give you an update on our merger with Allied. I'm extremely pleased to report that this process remains on track to meet our original guidance of closing before year end. Only two events need to occur before closing, a successful shareholder vote on November 14th and the signing of a final agreement with the Department of Justice. We expect to conclude the process with the Department of Justice in early December. All the cash proceeds from divestitures will be used for debt reduction. We will reduce debt by over $2 billion during the first three years of the merger. As Ed mentioned, all required financing is in place and there is no need to look to debt capital markets until 2011. As discussed previously, our organizations came together after the merger was announced and formed and integration team that has equal participation from Republic and Allied. These teams developed a detailed integration plan that ranges from day one through 2010. As part of planning process, our integration teams have documented synergy savings and the timing for realizing these benefits. And I am very confident that the $150 million in near terms synergies have been identified and we have greater clarity and definition and with that we will realize the benefits of the…

[Operator Instructions].

I guess in light of today's economy and the results of our quarter looks pretty good. Operator do you have any questions yet coming in?

Yes, the first question is from David Feinberg with Goldman Sachs.

Hello David.

Hey, can you hear me?

I sure can.

Great. So first question, I wanted to know what impact if any there might be from the class action settlements that you announced yesterday as well to financials and the cash flow?

Its inventory. I am going to let Tod or David Barclay our General Counsels here with us. You want to talk to that at all.

Yeah, no, this was settled on the basis of just a few additional disclosures that were contained in our 8-K and there will be a modest field work likely within the next three or four weeks.

And just so I understand that field work goes to the shareholders, is that true?

No, there is not a monetary settlement. The fees will be going to the plaintiffs counsel in the case.

Understood. And then turning to the broad economy and then I will hand it over, Republic has a nice footprint in a sunbelt of the United States which unfortunately has felt the brunt of the slowdown earlier than the other parts of the economy. As, we here at Goldman and I think we're broadly are looking for a broader based U.S. slowdown in '09, it was thought that maybe you can give us some insight in terms of how you expect, perhaps your volume growth to play out. I know your pricing strategy is based on your experience operating in some of these markets, so how'd you sit by the housing downturn?

David, this is Tod. I think that we've been through a couple of economic cycles here in this business in the early 90s and 2001, 2002. And typically what you'll see and it depends and this one is deeper and longer than those cycles. But typically what you see is probably four to six quarters of negative volumes. So we would look for 2009 to be a soft year from a volume standpoint but again historically the volume declines have been primarily in the construction area, both residential which we have seen this past year and may be in the future commercial construction and then in some of the other landfill related volumes associated with construction. The other business tends to maybe flatten out a little bit. On the margin side, typically what we'll see is an uptake in bad debt expense from 20, 30, 40 basis point range to may be 40 to 70 basis point range. So the margins might come under a little bit of pressure but again the equipment in this business is unreal. So, we can move it around, there is a strong replacement cycle that you can slowdown as well as, obviously the growth capital. So, typically the cash flow has held up quite well.

And I think the pricing is a discipline and a discipline that is embedded in the Republic management team and process. So, we don't see any reason why we wouldn't continue along with pricing guidance in the area of 50 to 100 basis points.

Above CPA.

Yeah.

Thank you very much.

Thanks.

The next question is from Corey Greendale from First Analysis.

Hi, good morning.

Good morning Corey.

And Jim here. Your comment is right. That doesn't mean there are questions but congratulations on holding up well through the downturn regard those.

Thank you.

So, the first question I had was also on the pricing. So, I know that you guys are being disciplined on pricing. What... how would you give us confidence that the same will be true in smaller competitor and that if they start to get more aggressive on price that won't mean that you'll start to loose increasingly profitable volumes as the downturn continues?

Well, I mean I think it is... again we are focused on returns and cash value creation, we're talking about continuous improvement and contribution. And now inflation is starting to set in, we saw fuel... we have seen fuel most recently kind of pull back here a little bit. But for the most part, I think, the independents are feeling the same cost pressures that we are. And so, I really don't anticipate a lot of pricing pressure there. If we would have seen it, I think we would have seen a lot of it already in the temporary construction business. I think the larger independents as I said are probably much more rational. They are looking at how hard it is to recover pricing as we are and we've elected to take a position that we are going to hold the pricing. It doesn't mean our loss of some volume. And I think what we have seen in the larger urban markets that the independent sector has fairly pretty much followed that and it's reflected in our retention rates and our pricing.

Okay and could you help us think through what the potential impact could be of commodity prices falling, they always talked about that on their call, and you are not as exposed as they are but it could have a noticeable impact on the P&L?

Well, I mean I think what... we're seeing similar impacts. The current pricing for fiber today OCC and ONP is in the $40 to $60 ton range and if you went to the early parts of '08, we are somewhere up around the $130 to $160 range. So there has been a significant drop loss. If you look at these prices, running through the third quarter we're looking at an earnings impact in the third quarter of probably about $0.025 to $0.03. I am sorry the fourth quarter $0.025 to $0.03. And, so I mean again when you loose that much price even though the volumes of fiber within Republic are relatively small, I think our total production on an annual basis is about what we say...

200,000 tons a year of fiber.

200,000 tons of fiber. So we're going to see some impact and obviously if that continues on we'll see impact next year. Now, I think the positive for us is that we recognize that going into a weakening economy that we could see some pressure on the commodity prices and we hedged our commodities where we won't, we didn't have floors already. So when you look at our overall fiber that we produced, we've got about, over half of it is either protected by floor pricing, which is in a range of about $75 to $85 a ton and we've got a good component hedge. Now, so over half of our volume is particular with hedging floors.

The next question is from Jonathan Ellis from Merrill Lynch.

Thanks and good morning guys. Wanted to just talk briefly about landfill pricing, as you mentioned I think, first off that the pricing was up 3.4% this quarter. It seems like there is slight deceleration from last quarter. I think last quarter pricing was up 3.7%. So wanted... was hoping you could shed some light on the deceleration there and just in addition to that, if MSW pricing was up, I think you said over 4%, where was the weakness that offset that, to get to a blended average of 3.4%?

Well, I think a lot of it really comes from the mix of MSW with the construction volume, the non-MSW. The MSW volume was about I think I said earlier about 4.1% or 4.2%. So we still see for reoccurring revenue streams on the landfill, pricing holding up pretty well. C&D volume was actually up about 2% from a pricing standpoint. So, I think that's what you are seeing in that sequential slight step down.

Okay. And just on the overall pricing, slight sequential deceleration to 3.8% from over 4% last quarter. My understanding is given the concentration of your municipal agreements that have resets around July 1, typically you get either core pricing that will hold flat to accelerate slightly between 2Q and 3Q. So, can you just help us understand what the resets were in those contracts this year and perhaps what they may look like for next year?

Yeah, I think the resets this year which were typically either July 1st, through September 30th, were probably around 3% or so. What we have got right now this year on a year-to-date basis is CPI, that's running at about 4.5%. So well in the past we had talked about how Republic because of its heavy franchisee business was a little bit slower in getting price as for example fuel and inflation was moving up, we're probably at it and maybe we're at an inflection point. And so December of this year, if pricing in the fourth quarter holds we will have over 4% CPI that will go into many of these contracts next summer. So, certainly that's something that's going to benefit the company in 2009.

Next question.

The next question is from Scott Levine from J.P. Morgan

Good morning.

Good morning Scott how are you?

Well how are you?

Pretty good.

On fuel have you guys adopted any new hedges there and remind us what hedges you do have in place and whether you guys would be thinking with the recent pull back of hedging, and more of your fuel exposure in the franchise markets elsewhere?

Scott, this is Ed. The only hedging we've done this year is related to specific contract renewals where those communities did not want to include a fuel surcharge. So we locked in the fuel cost into those contracts through financial transaction. So this year about 10% of our total fuel risks we've hedged, next year it will step up to about 13% or 14%, and that's the impact of the hedges we put in place specific to certain contract renewals that occurred in 2008.

And Scott, we continue to evaluate our position there. I mean we're very well aware where crude is at today and we got significant internal discussions as to what are our policy going forward should be as it relates to hedging.

Got it. And one last one on management philosophy, you guys... my perception is you didn't put the centralized model in the past, do you view any changes to your philosophy given the merger with Allied, given the changes to the business on a pro forma basis, anything on those lines.

No, in fact actually there has been a lot of questions along these lines and I think I can speak for Republic and I think I can speak for Allied that at the end of the day we're more alike than not and decentralization is something we practice, where its appropriate to practice. A particular function should be centralized, they are centralized such as procurement of capital assets or treasury functions. So I mean I look at it and I kind of say look at that, decentralization in my mind relates to the field organization being unable to make market decisions like relating to the customer base. There is a lot of other things that we are looking to standardize and streamline, through a number of best practices that Allied has already got in place and that Republic has been practicing. So, at the end of the day, they are very much alike. And I don't really see much change in, in the way we conduct our business or the philosophy there as it relates to decentralization.

There are no further questions at this time.

Thank you operator. I would like to remind everyone that a recording of this call is available for the next 24 hours by calling area code 203-369-1806. Additionally a recording of the call will be available on Republic's website at republicservices.com and again thank you all for spending time with us today. Have a great day. Thanks

That concludes today's conference. You may disconnect at this time. .