EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Tod C. Holmes, certify that:
1. I have reviewed this annual report on Form 10-K of Republic Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the Ñnancial statements, and other Ñnancial information included in this
report, fairly present in all material respects the Ñnancial condition, results of operations and cash Öows of the
registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying oÇcer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as deÑned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over Ñnancial reporting (as deÑned in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;
b) Designed such internal control over Ñnancial reporting, or caused such internal control over
Ñnancial reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of Ñnancial reporting and the preparation of Ñnancial statements for external purposes in
accordance with generally accepted accounting principles.
c) Evaluated the eÅectiveness of the registrant's disclosure controls and procedures and presented in
this report our conclusions about the eÅectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant's internal control over Ñnancial reporting
that occurred during the registrant's most recent Ñscal quarter (the registrant's fourth Ñscal quarter in the
case of an annual report) that has materially aÅected, or is reasonably likely to materially aÅect, the
registrant's internal control over Ñnancial reporting; and
5. The registrant's other certifying oÇcer(s) and I have disclosed, based on our most recent evaluation of
internal control over Ñnancial reporting, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):
a) All signiÑcant deÑciencies and material weaknesses in the design or operation of internal control
over Ñnancial reporting which are reasonably likely to adversely aÅect the registrant's ability to record,
process, summarize and report Ñnancial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
signiÑcant role in the registrant's internal control over Ñnancial reporting.
Date: February 25, 2005
/s/ TOD C. HOLMES
Tod C. Holmes
Senior Vice President and
Chief Financial OÇcer
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