text: **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
  **ON INTERNAL CONTROL OVER FINANCIAL REPORTING**
  
  The Board of Directors and Stockholders of Republic Services, Inc.: 
  
  We have audited management's assessment, included in the accompanying Report of Management on 
  Republic Services, Inc.'s Internal Control Over Financial Reporting, that Republic Services, Inc. and 
  subsidiaries maintained eÅective internal control over Ñnancial reporting as of December 31, 2004, based on 
  criteria established in Internal Control Ì Integrated Framework issued by the Committee of Sponsoring 
  Organizations of the Treadway Commission (the COSO criteria). Republic Services, Inc.'s management is 
  responsible for maintaining eÅective internal control over Ñnancial reporting and for its assessment of the 
  eÅectiveness of internal control over Ñnancial reporting. Our responsibility is to express an opinion on 
  management's assessment and an opinion on the eÅectiveness of the company's internal control over Ñnancial 
  reporting based on our audit. 
  
  We conducted our audit in accordance with the standards of the Public Company Accounting Oversight 
  Board (United States). Those standards require that we plan and perform the audit to obtain reasonable 
  assurance about whether eÅective internal control over Ñnancial reporting was maintained in all material 
  respects. Our audit included obtaining an understanding of internal control over Ñnancial reporting, evaluating 
  management's assessment, testing and evaluating the design and operating eÅectiveness of internal control, 
  and performing such other procedures as we considered necessary in the circumstances. We believe that our 
  audits provide a reasonable basis for our opinion. 