Republic Services Posts 2Q Profit Down on Year-Ago Gain

Date: July 29, 2010

Source: Republic Services, Inc.

Republic Services, Inc. Reports Second Quarter Positive Internal Growth and Increases Earnings Guidance

  • Company increases 2010 guidance

  • Adjusted EPS guidance raised from a range of $1.63-$1.67 per diluted share to $1.69-$1.71

  • Adjusted Free Cash Flow guidance raised by $25 million to a range of $725 million to $750 million

  • Internal growth positive for the first time since 2008

  • Adjusted EBITDA margin for the three months ended June 30, 2010 of 31.3%

Republic Services, Inc. (NYSE: RSG) today reported net income of $159.7 million, or $0.42 per diluted share, for the three months ended June 30, 2010, versus $225.9 million, or $0.59 per diluted share, for the comparable period last year. During the three months ended June 30, 2009, the Company recorded a gain of $150.1 million, or $0.24 per diluted share, associated with divestitures mandated by the United States Department of Justice.

Republic's net income for the three months ended June 30, 2010 and 2009 includes a number of charges and other expenses that impacted its results. A detail of these charges and other expenses is contained in the Reconciliation of Certain Non-GAAP Measures section of this document. Excluding these items, net income for the three months ended June 30, 2010 and 2009 would have been $166.4 million, or $0.43 per diluted share, and $146.9 million, or $0.39 per diluted share, respectively.

Excluding certain charges and other expenses recorded during 2010 and 2009 as described in the Reconciliation of Certain Non-GAAP Measures section of this document, adjusted earnings before interest, taxes, depreciation, depletion, amortization and accretion (adjusted EBITDA) for the three months ended June 30, 2010 would have been $645.8 million, or 31.3% as a percentage of revenue, compared to $633.5 million, or 30.7% as a percentage of revenue, for the comparable 2009 period.

Revenue for the three months ended June 30, 2010 increased to $2,066.4 million compared to $2,066.1 million for the same period in 2009. Core price for the three months ended June 30, 2010 increased 1.6%, fuel surcharges increased 1.1% and commodity pricing increased 1.5%. Offsetting this growth of 4.2% for the three months ended June 30, 2010 were decreases of 3.3% in core volume and 0.9% related to divestitures.

For the six months ended June 30, 2010, net income was $224.7 million, or $0.59 per diluted share, compared to $338.9 million, or $0.89 per diluted share, for the comparable period last year. Republic's net income for the six months ended June 30, 2010 and 2009 includes a number of charges and other expenses and net gain on disposition of assets that impacted our results. A detail of these charges and other expenses and net gain on disposition of assets is contained in the Reconciliation of Certain Non-GAAP Measures section of this document. Excluding these items, net income for the six months ended June 30, 2010 and 2009 would have been $324.0 million, or $0.84 per diluted share, and $289.4 million, or $0.76 per diluted share, respectively.

Excluding certain charges and other expenses and net gain on disposition of assets recorded during 2010 and 2009 as described in the Reconciliation of Certain Non-GAAP Measures section of this document, adjusted EBITDA for the six months ended June 30, 2010 would have been $1,265.4 million, or 31.4% as a percentage of revenue, compared to $1,280.6 million, or 31.0% as a percentage of revenue, for the comparable 2009 period.

Revenue for the six months ended June 30, 2010 decreased to $4,024.1 million compared to $4,126.6 million for the same period in 2009. Core price for the six months ended June 30, 2010 increased 1.9%, fuel surcharges increased 0.7% and commodities pricing increased 1.7%. Offsetting this growth of 4.3% for the six months ended June 30, 2010, were decreases of 5.2% in core volume and 1.6% related to divestitures.

"I am very pleased with the Company's progress through the first half of 2010," said James E. O'Connor, Chairman and Chief Executive Officer of Republic Services, Inc. "We have successfully integrated two large companies and have secured substantial synergy savings. The Company is well positioned to take advantage of an improving economy and return cash to our stockholders."

Updated Financial Guidance

Republic Services is increasing its 2010 guidance for adjusted earnings per diluted share and adjusted free cash flow to reflect our first six month performance and current business conditions.

  • Adjusted Earnings Per Share: We raised adjusted earnings per share guidance to a range of $1.69 to $1.71 per diluted share. Adjusted earnings per diluted share exclude restructuring charges, costs to achieve synergies, gain/loss on disposition of assets, and loss on extinguishment of debt. Our previous guidance was a range of $1.63 to $1.67 per diluted share.
  • Adjusted Free Cash Flow: We increased adjusted free cash flow guidance to a range of $725 million to $750 million. Adjusted free cash flow consists of cash provided by operating activities, less property and equipment received, plus proceeds from the sales of property and equipment, plus merger related expenditures, net of tax, plus tax settlement related to BFI risk management companies. Our previous guidance for adjusted free cash flow was $700 million to $725 million.

"This is the first quarter that we have experienced positive internal growth since the third quarter of 2008," said Donald W. Slager, President and Chief Operating Officer of Republic Services, Inc. "Our strong revenue performance and expense controls enabled us to increase our dividend five percent. Republic Services remains committed to a consistent cash utilization strategy that includes both dividend growth and share repurchase."

Quarterly Dividend

Republic's Board of Directors has approved a five percent increase in the regular quarterly dividend. The quarterly dividend of $0.20 per share will be paid on October 15, 2010 to shareholders of record on October 1, 2010.

About Republic

Republic Services, Inc. provides recycling and solid waste collection, transfer and disposal services in the United States. The Company's various operating units, including collection companies, transfer stations, recycling centers and landfills, are focused on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. For more information, visit the Republic Services web site at www.republicservices.com. The Company participates in investor presentations and conferences throughout the year. Interested parties can find a schedule of these conferences at www.republicservices.com by selecting "Calendar" under the Investor Relations tab. Live audio presentations from earnings calls and investor conferences are web cast on the Republic web site.


          SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION
                       AND OPERATING DATA

                    REPUBLIC SERVICES, INC.
                  CONSOLIDATED BALANCE SHEETS
             (in millions, except per share amounts)

                                                         December
                                         June 30,           31,
                                              2010            2009
                                              ----            ----
                                       (Unaudited)
                                ASSETS
    Current assets:
      Cash and cash equivalents              $56.0           $48.0
      Accounts receivable, less
       allowance for doubtful
       accounts of $52.5 and $55.2,
       respectively                          898.4           865.1
      Prepaid expenses and other
       current assets                        138.8           156.5
      Deferred tax assets                    195.5           195.3
                                             -----           -----
        Total current assets               1,288.7         1,264.9
    Restricted cash and marketable
     securities                              315.2           240.5
    Property and equipment, net            6,603.7         6,657.7
    Goodwill, net                         10,661.4        10,667.1
    Other intangible assets, net             465.7           500.0
    Other assets                             236.7           210.1
                                             -----           -----
        Total assets                     $19,571.4       $19,540.3
                                         =========       =========

                LIABILITIES AND STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable                       470.5           592.8
      Notes payable and current
       maturities of long-term debt          692.5           543.0
      Deferred revenue                       331.3           331.1
      Accrued landfill and
       environmental costs, current
       portion                               225.9           245.4
      Accrued interest                        99.7            96.2
      Other accrued liabilities              646.1           740.2
                                             -----           -----
        Total current liabilities          2,466.0         2,548.7
    Long-term debt, net of
     current maturities                    6,425.0         6,419.6
    Accrued landfill and
     environmental costs, net of
     current portion                       1,417.6         1,383.2
    Deferred income taxes and
     other long-term liabilities             977.0         1,040.5
    Self-insurance reserves, net
     of current portion                      301.6           302.0
    Other long-term liabilities              298.3           279.2
    Commitments and contingencies
    Stockholders' equity:
      Preferred stock, par value
       $0.01 per share; 50 shares
       authorized; none issued                   -               -
      Common stock, par value $0.01
       per share; 750 shares
       authorized; 397.6 and 395.7             4.0             4.0
         issued including shares held in treasury,
          respectively
      Additional paid-in capital           6,364.4         6,316.1
      Retained earnings                    1,762.3         1,683.1
      Treasury stock, at cost (15.0
       and 14.9 shares,
       respectively)                        (459.1)         (457.7)
      Accumulated other
       comprehensive loss, net of
       tax                                    12.0            19.0
                                              ----            ----
        Total Republic Services, Inc.
         stockholders' equity              7,683.6         7,564.5
        Noncontrolling interests               2.3             2.6
                                               ---             ---
        Total stockholders' equity         7,685.9         7,567.1
                                           -------         -------
        Total liabilities and
         stockholders' equity            $19,571.4       $19,540.3
                                         =========       =========


                         REPUBLIC SERVICES, INC.
               UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                   (in millions, except per share data)


                                  Three Months Ended          Six Months Ended
                                       June 30,                   June 30,
                                  ------------------      ----------------
                                  2010           2009      2010          2009
                                  ----           ----      ----          ----
    Revenue                   $2,066.4       $2,066.1  $4,024.1      $4,126.6
    Expenses:
        Cost of operations     1,218.3        1,226.9   2,355.1       2,435.6
        Depreciation,
         amortization and
         depletion               213.8          218.6     416.8         440.5
        Accretion                 20.2           21.9      40.4          45.2
        Selling, general and
         administrative          210.8          215.8     421.1         433.3
        Loss (gain) on
         disposition of
         assets and
         impairments, net          1.1         (150.1)      1.6        (145.2)
        Restructuring
         charges                   1.4           12.3       7.0          43.6
                                   ---           ----       ---          ----
        Operating income         400.8          520.7     782.1         873.6
    Interest expense            (130.5)        (150.5)   (265.0)       (304.1)
    Loss on
     extinguishment of
     debt                            -              -    (132.3)            -
    Interest income                0.1            0.5       0.1           1.3
    Other (expense)
     income, net                  (0.1)           1.3       1.6           1.6
                                  ----            ---       ---           ---
         Income before income
          taxes                  270.3          372.0     386.5         572.4
    Provision for income
     taxes                       110.4          145.8     161.4         232.9
                                 -----          -----     -----         -----
    Net income                   159.9          226.2     225.1         339.5
    Less: Net income
     attributable to
     noncontrolling
     interests                    (0.2)          (0.3)     (0.4)         (0.6)
                                  ----           ----      ----          ----
    Net income
     attributable to
     Republic Services,
     Inc.                       $159.7         $225.9    $224.7        $338.9
                                ======         ======    ======        ======
    Basic earnings per
     share attributable
     to Republic
     Services, Inc.
     stockholders:
     Basic earnings per
      share                      $0.42          $0.60     $0.59         $0.89
                                 =====          =====     =====         =====
     Weighted average
      common shares
      outstanding                382.5          379.2     382.0         379.1
                                 =====          =====     =====         =====
    Diluted earnings per
     share attributable
     to Republic
     Services, Inc.
     stockholders:
     Diluted earnings per
      share                      $0.42          $0.59     $0.59         $0.89
                                 =====          =====     =====         =====
     Weighted average
      common and common
      equivalent shares
      outstanding                384.7          379.9     384.0         379.9
                                 =====          =====     =====         =====

    Cash dividends per
     common share                $0.19          $0.19     $0.38         $0.38
                                 =====          =====     =====         =====


                     REPUBLIC SERVICES, INC.
         UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (in millions)


                                                    Six Months Ended
                                                        June 30,
                                                      ----------------
                                                     2010           2009
                                                     ----           ----
    Cash provided by operating
     activities:
    Net income                                     $225.1         $339.5
    Adjustments to reconcile net income
     to cash provided by operating
     activities:
        Depreciation and amortization of
         property and equipment                     255.9          260.2
        Landfill depletion and amortization         125.7          145.3
        Amortization of intangible and
         other assets                                35.2           35.0
        Accretion                                    40.4           45.2
        Non-cash interest expense - debt             28.6           50.6
        Non-cash interest expense - other            24.2           23.3
        Restructuring related charges                   -           26.4
        Stock-based compensation                     12.0            8.0
        Deferred tax (benefit) provision            (58.3)           6.0
        Provision for doubtful accounts,
         net of adjustments                          10.3            9.4
        Excess income tax benefit from
         stock option exercises                      (1.8)           0.5
        Asset impairments                             0.5            1.8
        Loss on extinguishment of debt              132.3              -
        Gain on disposition of assets, net           (6.5)        (147.8)
        Other non-cash items                          0.8           (0.1)
        Change in assets and liabilities,
         net of effects from business
         acquisitions and divestitures:
               Accounts receivable                  (43.9)          24.6
               Prepaid expenses and other assets     (1.8)          22.5
               Accounts payable                     (62.8)         (67.5)
               Restructuring and synergy related
                expenditures                        (13.0)         (33.2)
               Capping, closure and post-closure
                expenditures                        (28.0)         (33.2)
               Remediation expenditures             (23.4)         (26.8)
               Other liabilities                    (56.7)          (2.1)
               Cash provided by operating
                activities                          594.8          687.6
                                                    -----          -----

    Cash (used in) provided by
     investing activities:
        Purchases of property and equipment        (385.4)        (355.1)
        Proceeds from sales of property and
         equipment                                   12.6           16.7
        Cash used in acquisitions, net of
         cash acquired                               (0.8)          (0.1)
        Cash proceeds from divestitures,
         net of cash divested                           -          418.3
        Change in restricted cash and
         marketable securities                      (76.0)          22.7
        Other                                         0.1              -
               Cash (used in) provided by
                investing activities               (449.5)         102.5
                                                   ------          -----

    Cash used in financing activities:
        Proceeds from notes payable and
         long-term debt                           1,020.2          679.5
        Proceeds from issuance of senior
         notes, net of discount                   1,499.4              -
        Payments of notes payable and long-
         term debt                               (2,494.8)     (1,333.5)
        Premiums paid on extinguishment of
         debt                                       (30.4)             -
        Fees paid to issue and retire
         senior notes and certain hedging
         relationships                              (20.8)             -
        Issuances of common stock                    34.3            6.8
        Excess income tax benefit from
         stock option exercises                       1.8            0.5
        Purchases of common stock for
         treasury                                    (1.4)          (0.5)
        Cash dividends paid                        (144.9)        (144.0)
        Distributions paid to
         noncontrolling interests                    (0.7)             -
               Cash used in financing activities   (137.3)        (791.2)
                                                   ------         ------

    Increase (decrease) in cash and
     cash equivalents                                 8.0           (1.1)
    Cash and cash equivalents at
     beginning of period                             48.0           68.7
    Cash and cash equivalents at end of
     period                                         $56.0          $67.6
                                                    =====          =====


You should read the following information in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2009. All amounts below are in millions, except per share data.

REVENUE

The following table reflects our total revenue by line of business for the three and six months ended June 30, 2010 and 2009:


                                 Three Months Ended June 30,
                                 ---------------------------
                                 2010                      2009
                                 ----                      ----
    Collection:
        Residential       $546.2        26.4%       $550.6        26.6%
        Commercial         622.7        30.1         633.8        30.7
        Industrial         383.2        18.6         394.3        19.1
        Other                7.0         0.4           6.4         0.3
                             ---         ---           ---         ---
           Total
            collection   1,559.1        75.5       1,585.1        76.7

    Transfer
     and
     disposal              791.4                     809.7
    Less:
     Intercompany         (400.3)                   (409.4)
                          ------                    ------
        Transfer
         and
         disposal,
         net               391.1        18.9         400.3        19.4

    Other                  116.2         5.6          80.7         3.9
                           -----         ---          ----         ---

    Total
     revenue            $2,066.4       100.0%     $2,066.1       100.0%
                        ========       =====      ========       =====



                                  Six Months Ended June 30,
                                  -------------------------
                               2010                      2009
                               ----                      ----
    Collection:
        Residential     $1,080.9        26.9%     $1,096.7        26.6%
        Commercial       1,244.2        30.9       1,292.4        31.3
        Industrial         731.3        18.2         777.2        18.8
        Other               13.8         0.3          13.6         0.3
                            ----         ---          ----         ---
           Total
            collection   3,070.2        76.3       3,179.9        77.0

    Transfer
     and
     disposal            1,483.8                   1,585.4
    Less:
     Intercompany         (757.8)                   (798.6)
                          ------                    ------
        Transfer
         and
         disposal,
         net               726.0        18.0         786.8        19.1

    Other                  227.9         5.7         159.9         3.9
                           -----         ---         -----         ---

    Total
     revenue            $4,024.1       100.0%     $4,126.6       100.0%
                        ========       =====      ========       =====


The following table reflects changes in our core adjusted revenue for the three and six months ended June 30, 2010 and 2009. For comparative purposes, we have presented the components of our revenue changes for the three and six months ended June 30, 2009 assuming our merger with Allied occurred on January 1, 2008.


                                Three Months              Six Months
                                 Ended June               Ended June
                                        30,                       30,
                                  -------------              -----------
                               2010          2009         2010          2009
                               ----          ----         ----          ----
    Core price                  1.6%          3.4%         1.9%          3.4%
    Fuel surcharges             1.1          (3.1)         0.7          (2.2)
    Commodities                 1.5          (2.5)         1.7          (2.7)
                                ---          ----          ---          ----
        Total price             4.2          (2.2)         4.3          (1.5)

    Volume                     (3.3)        (10.3)        (5.2)         (9.1)
                               ----         -----         ----          ----
    Total internal growth       0.9         (12.5)        (0.9)        (10.6)

    Acquisitions /
     divestitures, net         (0.9)         (1.5)        (1.6)         (0.8)
    Intercompany
     eliminations                 -          (0.3)           -          (0.3)
                                ---          ----          ---          ----
    Total                         -  %     (14.3)%       (2.5)%       (11.7)%
                                ===        ======        =====        ======


RECONCILIATION OF CERTAIN NON-GAAP MEASURES

Earnings before Interest, Taxes, Depreciation, Depletion, Amortization and Accretion

Earnings before interest, taxes, depreciation, depletion, amortization and accretion (EBITDA), which is not a measure determined in accordance with GAAP, for the three and six months ended June 30, 2010 and 2009 is calculated as follows:


                               Three
                              Months                Six Months
                            Ended June                 Ended
                                  30,                  June 30,
                             -----------                ----------
                           2010        2009          2010          2009
                           ----        ----          ----          ----
    Net income
     attributable to
     Republic
     Services, Inc.      $159.7      $225.9        $224.7        $338.9
    Net income
     attributable to
     noncontrolling
     interest               0.2         0.3           0.4           0.6
    Provision for
     income taxes         110.4       145.8         161.4         232.9
    Other expense
     (income), net          0.1        (1.3)         (1.6)         (1.6)
    Interest income        (0.1)       (0.5)         (0.1)         (1.3)
    Loss on
     extinguishment of
     debt                     -           -         132.3             -
    Interest expense      130.5       150.5         265.0         304.1
    Depreciation,
     amortization and
     depletion            213.8       218.6         416.8         440.5
    Accretion              20.2        21.9          40.4          45.2
                           ----        ----          ----          ----
        EBITDA           $634.8      $761.2      $1,239.3      $1,359.3
                         ======      ======      ========      ========


We believe that the presentation of EBITDA is useful to investors because it provides important information concerning our operating performance exclusive of certain non-cash costs. EBITDA demonstrates our ability to execute our financial strategy which includes reinvesting in existing capital assets to ensure a high level of customer service, investing in capital assets to facilitate growth in our customer base and services provided, maintaining our investment grade credit rating and minimizing debt, paying cash dividends, and maintaining and improving our market position through business optimization. This measure has limitations. Although depreciation, depletion, amortization and accretion are considered operating costs in accordance with GAAP, they represent the allocation of non-cash costs generally associated with long-lived assets acquired or constructed in prior years. Our definition of EBITDA may not be comparable to similarly titled measures presented by other companies.

Adjusted Earnings

Reported diluted earnings per share were $0.42 and $0.59 for the three and six months ended June 30, 2010, respectively, compared to $0.59 and $0.89 for the comparable 2009 periods. During the three and six months ended June 30, 2010 and 2009, we recorded a number of charges and other expenses and net gain on disposition of assets that impacted our EBITDA, pre-tax income, net income attributable to Republic Services, Inc., (Net Income - Republic) and diluted earnings per share. These items primarily consist of the following:


                                Three Months Ended June 30, 2010
                                --------------------------------
                                                     Net          Diluted
                                     Pre-tax       Income -       Earnings
                                                                     per
                        EBITDA       Income        Republic        Share
                        ------       ------        --------       ------
    As
     reported            $634.8       $270.3         $159.7          $0.42
    Costs to
     achieve
     synergies              8.5          8.5            5.3           0.01
     Restructuring
     charges                1.4          1.4            0.8              -
    Loss
     (gain) on
     disposition
     of assets
     and
     impairments,
     net                    1.1          1.1            0.6              -
    Adjusted             $645.8       $281.3         $166.4          $0.43
                         ======       ======         ======          =====



                                Three Months Ended June 30, 2009
                                --------------------------------
                                                         Net          Diluted
                                         Pre-tax       Income -       Earnings
                                                                         per
                            EBITDA       Income        Republic        Share
                            ------       ------        --------       ------
    As
     reported                $761.2       $372.0         $225.9          $0.59
    Costs to
     achieve
     synergies                 10.1         10.1            6.2           0.02
     Restructuring
     charges                   12.3         12.3            7.6           0.02
    Loss
     (gain) on
     disposition
     of assets
     and
     impairments,
     net                     (150.1)      (150.1)         (92.8)        (0.24)
    Adjusted                 $633.5       $244.3         $146.9          $0.39
                             ======       ======         ======          =====



                                  Six Months Ended June 30,  2010
                                  -------------------------------
                                                        Net          Diluted
                                        Pre-tax       Income -       Earnings
                                                                        per
                          EBITDA        Income        Republic        Share
                          ------        ------        --------       ------
    As
     reported             $1,239.3       $386.5         $224.7          $0.59
    Loss on
     extinguishment
     of debt                     -        132.3           83.4           0.22
    Costs to
     achieve
     synergies                17.5         17.5           10.7           0.02
     Restructuring
     charges                   7.0          7.0            4.3           0.01
    Loss
     (gain) on
     disposition
     of assets
     and
     impairments,
     net                       1.6          1.6            0.9              -
    Adjusted              $1,265.4       $544.9         $324.0          $0.84
                          ========       ======         ======          =====



                           Six Months Ended June 30,  2009
                           -------------------------------
                                                      Net     Diluted
                                      Pre-tax       Income -  Earnings
                                                                 per
                        EBITDA        Income        Republic   Share
                        ------        ------        --------  ------
    As
     reported           $1,359.3       $572.4         $338.9     $0.89
    Loss on
     extinguishment
     of debt                   -            -              -         -
    Costs to
     achieve
     synergies              22.9         22.9           14.0      0.04
     Restructuring
     charges                43.6         43.6           26.6      0.07
    Loss
     (gain) on
     disposition
     of assets
     and
     impairments,
     net                 (145.2)       (145.2)         (90.1)    (0.24)
    Adjusted            $1,280.6       $493.7         $289.4     $0.76
                        ========       ======         ======     =====


We believe that the presentation of adjusted EBITDA, adjusted pre-tax income, adjusted net income attributable to Republic Services Inc., and adjusted diluted earnings per share, which are not measures determined in accordance with GAAP, provide an understanding of operational activities before the financial impact of certain items. We use these measures, and believe investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. Comparable charges and costs have been incurred in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted EBITDA, adjusted pre-tax income, adjusted net income attributable to Republic Services Inc., and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

Cash Flow

We define free cash flow, which is not a measure determined in accordance with GAAP, as cash provided by operating activities less purchases of property and equipment plus proceeds from sales of property and equipment as presented in our consolidated statements of cash flows. Our free cash flow for the three and six months ended June 30, 2010 and 2009 is calculated as follows:


                                      Three Months        Six Months
                                       Ended June         Ended June
                                             30,                  30,
                                       -------------         -----------
                                      2010         2009    2010         2009
                                      ----         ----    ----         ----
    Cash provided by operating
     activities                     $295.7       $175.2  $594.8       $687.6
    Purchases of property and
     equipment                      (177.0)      (161.7) (385.4)      (355.1)
    Proceeds from sales of property
     and equipment                     6.7         11.8    12.6         16.7
    Free cash flow                  $125.4        $25.3  $222.0       $349.2
                                    ======        =====  ======       ======


We define adjusted free cash flow, which is not a measure determined in accordance with GAAP, as cash provided by operating activities, less property and equipment received, plus proceeds from sales of property and equipment, plus merger related expenditures, net of tax, plus tax settlement related to BFI risk management companies. Our adjusted free cash flow for the six months ended June 30, 2010 is calculated as follows:

                                    Six Months
                                       Ended
                                      June 30,
                                           2010
                                           ----

    Cash provided by operating
     activities                          $594.8
    Property and equipment
     received                            (327.9)
    Proceeds from sales of
     property and equipment                12.6
    Merger related expenditures,
     net of tax                            11.9
    Tax settlement related to BFI
     risk management companies            110.6
    Adjusted free cash flow              $402.0
                                         ======


We believe that the presentation of adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after expenditures for property and equipment received, plus proceeds from sales of property and equipment, plus merger related expenditures, net of tax, plus tax settlement related to BFI risk management companies. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.

Purchases of property and equipment as reflected on our consolidated statements of cash flows and the free cash flow presented above represent amounts paid during the period for such expenditures. A reconciliation of property and equipment reflected on our consolidated statements of cash flows to property and equipment received during the period is as follows:


                                   Three Months Ended     Six Months Ended
                                        June 30,              June 30,
                                   ------------------ ----------------
                                   2010           2009   2010       2009
                                   ----           ----   ----       ----
    Purchases of property
     and equipment per the
     unaudited                   $177.0         $161.7 $385.4     $355.1
         consolidated statements
          of cash flows
    Adjustments for property
     and equipment received
     during                        22.6           10.8 (57.5)      (34.2)
          the prior period but
           paid for in the
           following period,
          net
    Property and equipment
     received during the
     period                      $199.6         $172.5 $327.9     $320.9
                                 ======         ====== ======     ======


The adjustments noted above do not affect our net change in cash and cash equivalents as reflected in our consolidated statements of cash flows.

As of June 30, 2010, accounts receivable was $898.4 million, net of allowance for doubtful accounts of $52.5 million, resulting in days sales outstanding of approximately 40 (or 25 net of deferred revenue).

CASH DIVIDENDS

In April 2010, we paid a cash dividend of $72.5 million to stockholders of record as of April 1, 2010. As of June 30, 2010, we recorded a dividend payable of $72.8 million to stockholders of record at the close of business on July 1, 2010, which was paid on July 15, 2010. In July 2010, our Board of Directors declared a regular quarterly dividend of $0.20 per share payable to stockholders of record as of October 1, 2010, which will be paid on October 15, 2010.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information included herein constitute forward-looking information about us that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "guidance," "expect," "will," "may," "anticipate," "could," "projected" and similar expressions are intended to identify forward-looking statements. These statements include statements about the expected benefits of the merger, our plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and 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. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are:

  • the impact on us of our substantial post-merger indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements and the fact that any downgrade in our bond ratings could adversely impact us;
  • general economic and market conditions, including the current global economic and financial market crisis, inflation and changes in commodity pricing, fuel, labor, risk and health insurance and other variable costs that are generally not within our control, and our exposure to credit and counterparty risk;
  • whether our estimates and assumptions concerning our selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, and projected costs and expenses related to our landfills and property and equipment (including our estimates of the fair values of the assets and liabilities acquired in our acquisition of Allied), and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate;
  • competition and demand for services in the solid waste industry;
  • the fact that price increases or changes in commodity prices may not be adequate to offset the impact of increased costs, including but not limited to labor, third-party disposal and fuel, and may cause us to lose volume;
  • our ability to manage growth and execute our growth strategy;
  • our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills;
  • our ability to retain our investment grade ratings for our debt;
  • our dependence on key personnel;
  • our dependence on large, long-term collection, transfer and disposal contracts;
  • our business is capital intensive and may consume cash in excess of cash flow from operations;
  • any exposure to environmental liabilities, to the extent not adequately covered by insurance, could result in substantial expenses;
  • risks associated with undisclosed liabilities of acquired businesses;
  • risks associated with pending and any future legal proceedings, including our matters currently pending with the Internal Revenue Service;
  • severe weather conditions, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;
  • compliance with existing and future legal and regulatory requirements, including limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;
  • any litigation, audits or investigations brought by or before any governmental body;
  • workforce factors, including potential increases in our costs if we are required to provide additional funding to any multi-employer pension plan to which we contribute and the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages;
  • the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;
  • changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;
  • acts of war, riots or terrorism, including the events taking place in the Middle East and the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the United States; and
  • the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond our control.

The risks included here are not exhaustive. Refer to "Part I, Item 1A -- Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2009 for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except to the extent required by applicable law or regulation, we undertake no obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

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