What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2024-02-29 compared with 2023-02-23 · 315 added, 261 removed, 1696 unchanged (25% of the section changed)

34 unchanged sentences

Significant assumptions used in calculating the amortization expense include estimated future development costs associated with the land, permitting, cell construction and environmental structures of the landfill in relation to airspace consumed to date and total estimated available airspace.

These assumptions have a significant effect on the total landfill amortization expense.

These assumptions have a significant effect on the total landfill development asset amortization expense.

As discussed in Note 2 to the consolidated financial statements, costs and airspace estimates are developed at least annually, or more often if significant facts change.

33 unchanged sentences

as of December 31, 2023 and 2022, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 28, 2024, expressed an unqualified opinion thereon.

As indicated in the accompanying Report of Management on Republic Services, Inc.’s Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of US Ecology, which are included in the 2022 consolidated financial statements of the Company and constituted approximately 6% of revenues for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of US Ecology.

As indicated in the accompanying Report of Management on Republic Services, Inc.’s Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of which are included in the 2023 consolidated financial statements of the Company and constituted approximately 1% of revenues for the year ended December 31, 2023.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of WasteCo Holdings Inc., vertically integrated set of operations acquired from GFL Environmental Inc., Advanced Chemical Transport LLC and Central Texas Refuse.

Basis for Opinion

85 unchanged sentences

Interest income 6.5 3.3 2.5

Other (expense) income, net ( 2.3 ) ( 0.5 ) 4.1

Other income (expense), net 7.5 ( 2.3 ) ( 0.5 )

Income before income taxes 2,191.5 1,831.5 1,575.1

23 unchanged sentences

Hedging activity:

Realized loss reclassified into earnings 1.1 4.6 5.8

Unrealized gain (loss) 8.4 — ( 22.5 )

Realized (income) loss reclassified into earnings ( 9.3 ) 1.1 4.6

Unrealized gain 14.0 8.4 —

Pension activity:

1 unchanged sentence

Foreign currency activity:

Loss on foreign currency translation ( 5.0 ) — —

Unrealized loss on foreign currency translation ( 4.4 ) ( 5.0 ) —

Other comprehensive income (loss), net of tax — 2.5 ( 2.2 )

11 unchanged sentences

Paid-In Capital Retained Earnings Treasury

Stock Accumulated Other Comprehensive Income (Loss), Net of Tax Non-controlling Interests In Consolidated Subsidiary Total

Stock Accumulated Other Comprehensive Loss, Net of Tax Non-controlling Interests In Consolidated Subsidiary Total

Shares Amount Shares Amount

11 unchanged sentences

— — — — ( 2.2 ) ( 252.2 ) — — ( 252.2 )

Shares returned to unissued status

( 35.8 ) ( 0.3 ) ( 2,315.7 ) — 35.8 2,316.0 — — —

Purchase of minority interest — — ( 22.7 ) — — — — ( 4.8 ) ( 27.5 )

Distributions paid

7 unchanged sentences

— — — — — — ( 2.0 ) — ( 2.0 )

Loss on foreign currency translation — — — — — — ( 5.0 ) — ( 5.0 )

Cash dividends declared — — — ( 603.4 ) — — — — ( 603.4 )

3 unchanged sentences

— — — — ( 1.6 ) ( 203.5 ) — — ( 203.5 )

Purchase of minority interest — — ( 22.7 ) — — — — ( 4.8 ) ( 27.5 )

Distributions paid

7 unchanged sentences

— — — — — — ( 0.3 ) — ( 0.3 )

Gain (loss) on foreign currency translation — — — — — — ( 5.0 ) — ( 5.0 )

Loss on foreign currency translation — — — — — — ( 4.4 ) ( 4.4 )

Cash dividends declared — — — ( 650.0 ) — — — — ( 650.0 )

48 unchanged sentences

Payments of credit facilities and notes payable ( 40,410.8 ) ( 14,281.7 ) ( 5,304.5 )

Premiums paid on extinguishment of debt — — ( 99.1 )

Issuances of common stock, net ( 1.2 ) ( 13.6 ) ( 12.0 )

14 unchanged sentences

Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3.

Group 1 is our recycling and solid waste business operating primarily in geographic areas located in the western United States.

Group 2 is our recycling and solid waste business operating primarily in geographic areas located in the southeastern and mid-western United States and the eastern seaboard of the United States.

Group 3 is our environmental solutions business operating in geographic areas located primarily across the United States and Canada.

Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States.

Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada.

Group 3 is our environmental solutions business operating primarily in geographic areas located across the United States and Canada.

These groups represent our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling, and disposal.

Prior to the third quarter of 2022, our environmental solutions operating segment, now referred to as our Group 3 reportable segment, was aggregated with Corporate entities and other.

Prior to the third quarter of 2022, our environmental services operating segment, now referred to as our Group 3 reportable segment, was aggregated with Corporate entities and other.

The consolidated financial statements include the accounts of Republic Services, Inc.

and its wholly owned and majority owned subsidiaries in accordance with U.S.

and its wholly owned and majority owned subsidiaries in accordance with accounting principles generally accepted in the United States of America (U.S.

We account for investments in entities in which we do not have a controlling financial interest under the equity method of accounting or, for investments that do not meet the criteria to be accounted for under the equity method, we reflect these investments at their fair value when it is readily determinable.

26 unchanged sentences

We provide services to small-container, large-container, municipal and residential and environmental solutions customers primarily in the United States and Canada.

We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables.

We establish an allowance

We perform ongoing credit

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions and other information.

evaluations of our customers, but generally do not require collateral to support customer receivables.

We establish an allowance for doubtful accounts based on various factors including the credit risk of specific customers, age of receivables outstanding, historical trends, economic conditions and other information.

Accounts Receivable, Net

14 unchanged sentences

Restricted Cash and Marketable Securities

As of December 31, 2022, we had $ 127.6 million of restricted cash and marketable securities of which $ 88.5 million supports our insurance programs for workers' compensation, commercial general liability and commercial auto liability.

As of December 31, 2023 and 2022, we had $ 163.6 million and $ 127.6 million, respectively, of restricted cash and marketable securities, of which $ 120.4 million and $ 88.5 million, respectively, supports our insurance programs for workers' compensation, commercial general liability and commercial auto liability.

Additionally, we obtain funds through the issuance of tax-exempt bonds for the purpose of financing qualifying expenditures at our landfills, transfer stations, collection and recycling centers.

7 unchanged sentences

When property is retired or otherwise disposed, the related cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated statements of income.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We revise the estimated useful lives of property and equipment acquired through business acquisitions to conform with our policies.

8 unchanged sentences

Landfill development costs also are included in property and equipment.

Landfill development costs include direct costs incurred to obtain landfill permits and direct costs incurred to acquire, construct and develop sites, as well as final capping,

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

closure and post-closure assets.

Landfill development costs include direct costs incurred to obtain landfill permits and direct costs incurred to acquire, construct and develop sites, as well as final capping, closure and post-closure assets.

These costs are amortized or depleted based on consumed airspace.

6 unchanged sentences

Our interest capitalization rate is based on our weighted average cost of indebtedness.

Interest capitalized was $ 5.0 million for each of the years ended December 31, 2022 and 2021, and $ 6.2 million for the year ended December 31, 2020.

Interest capitalized was $ 7.8 million for the year ended December 31, 2023 and $ 5.0 million for each of the years ended December 31, 2022 and 2021.

Fair Value of Financial Instruments

9 unchanged sentences

Investments Other Than Derivatives

Investments other than derivatives primarily include money market funds, common stock, mutual funds, real estate investment trusts, United States government and agency securities, municipal and corporate bonds and foreign government bonds.

Investments other than derivatives primarily include money market funds, common stock, mutual funds, United States government and agency securities, municipal and corporate bonds and foreign government bonds.

In general, and where applicable, we use quoted prices in active markets for identical assets or liabilities to determine fair value.

4 unchanged sentences

We use derivative financial instruments to manage our risk associated with changing interest rates by creating offsetting market exposures.

We use interest rate swap agreements designated as fair value hedges to manage risk associated with fluctuations in interest rates.

In prior periods, we entered into multiple agreements designated as cash flow hedges to lock interest rates in anticipation of future debt issuance.

In connection with our acquisition of US Ecology, in the second quarter of 2022, we acquired and novated a floating-to-fixed interest rate swap agreement that is designated as a cash flow hedge.

In connection with our acquisition of US Ecology, Inc.

(US Ecology), in the second quarter of 2022, we acquired and novated a floating-to-fixed interest rate swap agreement that is designated as a cash flow hedge.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

All derivatives are measured at fair value using standard valuation models with assumptions about prices and other relevant information based on those observed in the underlying markets (Level 2 in the fair value hierarchy).

1 unchanged sentence

The estimated fair values of derivatives used to hedge risks fluctuate over time and should be viewed in relation to the underlying hedged transactions.

For derivative instruments designated as fair value hedges, to the extent they are effective, they are included as an adjustment to long-term debt in our consolidated balance sheets.

Changes in fair value of the ineffective portions are recognized currently in earnings.

For derivatives designated as cash flow hedges, changes in fair value of the effective portions of derivative instruments are reported in stockholders’ equity as components of other comprehensive income until the forecasted transaction occurs or is not probable of occurring.

When the forecasted transaction occurs or is not probable of occurring, the realized net

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

gain or loss is then recognized in the consolidated statements of income.

When the forecasted transaction occurs or is not probable of occurring, the realized net gain or loss is then recognized in the consolidated statements of income.

Changes in fair value of the ineffective portions are recognized currently in earnings .

27 unchanged sentences

Capitalized landfill costs include expenditures for land, permitting, cell construction and environmental structures.

Capitalized permitting and cell construction costs are limited to direct costs relating to these activities, including legal, engineering and construction costs associated with excavation, natural and synthetic liners, construction of leachate collection systems, installation of methane gas collection and monitoring systems, installation of groundwater monitoring wells and other costs associated with the development of the site.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

associated with the development of the site.

Interest is capitalized on landfill construction projects while the assets are undergoing activities to ready them for their intended use.

1 unchanged sentence

Costs related to acquiring land, excluding the estimated residual value of unpermitted, non-buffer land, and costs related to permitting and cell construction are depleted as airspace is consumed using the units-of-consumption method.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capitalized landfill costs also may include an allocation of purchase price paid for landfills.

31 unchanged sentences

These costs are inflated each year to reflect a normal escalation of prices up to the year they are expected to be paid.

We used a 1.9 % inflation rate for the year ended December 31, 2022 and a 1.7 % inflation rate for both the years ended December 31, 2021 and 2020, which is based on the ten-year historical moving average increase of the United States Consumer Price Index.

These estimated costs are then discounted to their present values using a credit-adjusted, risk-free interest rate.

Our inflation rate was

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2.0 %, 1.9 % and 1.7 % for the years ended December 31, 2023, 2022 and 2021, respectively, which is primarily based on the ten-year historical moving average increase of the United States Consumer Price Index.

These estimated costs are then discounted to their present values using a credit-adjusted, risk-free interest rate.

Changes in assets retirement obligations

14 unchanged sentences

Under current laws and regulations, we may be responsible for environmental remediation at sites that we either own or operate, including sites that we have acquired, or sites where we have (or a company that we have acquired has) delivered waste.

Our environmental remediation liabilities primarily include costs associated with remediating groundwater, surface water and soil contamination, as well as controlling and containing methane gas migration and the related legal costs.

To estimate our ultimate liability at these sites, we evaluate several factors, including the nature and extent of contamination at each identified site, the required remediation methods, timing of expenditures, the apportionment of responsibility among the potentially responsible parties and the financial viability of those parties.

14 unchanged sentences

(1) the aggregate of the fair value of consideration transferred, the fair value of any non-controlling interest in the acquiree (if any) and the acquisition date fair value of our previously held equity interest in the acquiree (if any), over (2) the fair value of assets acquired and liabilities assumed.

If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the reporting period in which a business combination occurs, we report provisional amounts for the items for which the accounting is incomplete.

The measurement or allocation period ends once we receive the information we are seeking;

however, this period will generally not exceed one year from the acquisition date.

Any material adjustments recognized during the measurement

If information about facts and circumstances existing as of the acquisition date is incomplete by the end of the

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

period will be reflected retrospectively in the consolidated financial statements of the subsequent period.

We recognize third-party transaction related costs as expense currently in the period in which they are incurred.

reporting period in which a business combination occurs, we report provisional amounts for the items for which the accounting is incomplete.

The measurement or allocation period ends once we receive the information we are seeking;

however, this period will generally not exceed one year from the acquisition date.

Any material adjustments recognized during the measurement period will be reflected retrospectively in the consolidated financial statements of the subsequent period.

We recognize third-party transaction-related costs as expense in the period in which they are incurred.

Goodwill and Other Intangible Assets

1 unchanged sentence

Our reporting units are our three field groups:

Group 1, Group 2 and Group 3 (formerly Environmental Solutions).

Group 1, Group 2 and Group 3.

We may use both qualitative and quantitative approaches when testing goodwill for impairment.

11 unchanged sentences

We determined it was more likely than not that the fair values of our reporting units exceeded their carrying amounts.

No impairment losses were recorded for goodwill during the year ended December 31, 2022.

No impairment losses were recorded for goodwill during the years ended December 31, 2023, 2022 or 2021.

Other intangible assets include values assigned to customer relationships, non-compete agreements and trade names and are amortized generally on a straight-line basis over periods ranging from 1 to 15 years.

15 unchanged sentences

If indicators of impairment exist, the asset or asset group is reviewed to determine whether its recoverability is impaired.

We assess the recoverability of the asset or asset group by comparing its carrying value to an estimate (or estimates) of its undiscounted future cash flows over its remaining life.

If the estimated undiscounted cash flows are not sufficient to recover the carrying value of the asset or asset group, we measure an impairment loss as the amount by which the carrying amount of the asset exceeds its fair value.

The loss is recorded in the consolidated statements of income in the period in which such

We assess the recoverability of the asset or asset group by comparing its carrying value to an estimate (or estimates) of its

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

impairment is identified.

undiscounted future cash flows over its remaining life.

The loss is recorded in the consolidated statements of income in the period in which such impairment is identified.

Estimating future cash flows requires significant judgment, and our projections of future cash flows and remaining useful lives may vary materially from actual results.

34 unchanged sentences

The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

In making these determinations, we consider all available positive and negative evidence, including scheduled reversals of deferred tax

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

liabilities, tax planning strategies, projected future taxable income and recent financial operating results.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized.

In making these determinations, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, tax planning strategies, projected future taxable income and recent financial operating results.

The weight given to the positive and negative evidence is commensurate with the extent such evidence can be objectively verified.

9 unchanged sentences

We currently have one qualified defined benefit pension plan, the BFI Retirement Plan (the Plan).

The Plan covers certain current and former employees of Allied in the United States, including some employees subject to collective bargaining agreements.

The Plan covers certain current and former employees of Allied Waste Industries, LLC (formerly Allied Waste Industries, Inc.) (Allied) in the United States, including some employees subject to collective bargaining agreements.

The Plan’s benefit formula is based on a percentage of compensation as defined in the Plan document.

21 unchanged sentences

Our accounting policy is to deduct the par value from common stock and to reflect any excess of cost over par value as a deduction from additional paid-in capital.

We lease property and equipment in the ordinary course of business under various lease agreements.

The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

station and operating equipment.

We lease property and equipment in the ordinary course of business under various lease agreements.

The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer station and operating equipment.

Our leases have varying terms.

29 unchanged sentences

Accounting Standards Adopted

Facilitation of the Effects of Reference Rate Reform on Financial Reporting

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848):

Facilitation of the Effects of Reference Rate Reform on Financial Reporting (ASU 2020-04), as extended in ASU 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 .

ASU 2020-04 provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

The amendments in ASU 2020-04 provide optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

During the year ended December 31, 2022, we novated a certain hedging relationship related to one of our interest rate swap agreements by changing the reference rate from the London Interbank Offered Rate (LIBOR) to a secured overnight financing rate (SOFR).

The amendment did not have a material impact on our consolidated financial statements.

For further discussion of the amendment and relevant hedging relationship, refer to Note 9, Debt, in Part II, Item 8 of this Annual Report on Form 10-K.

We have not modified any other contracts as a result of reference rate reform.

Disclosure of Supplier Finance Program Obligations

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations.

The ASU requires buyers to disclose information about their supplier finance programs.

Interim and annual requirements include the disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a roll-forward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs.

This update is effective for annual periods beginning after December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose roll-forward information, which is effective for fiscal years beginning after

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 15, 2023.

The adoption of ASU 2022-04 on January 1, 2023 did not have a material impact on our consolidated financial statements.

Through December 31, 2023, certain of our vendors chose to opt into our vendor supply finance agreement.

This agreement allows a vendor to choose, on an invoice by invoice basis, to receive an earlier payment instead of a payment based on its original contracted terms (which, depending on the vendor, could extend up to 90 days or longer).

As of December 31, 2023 and December 31, 2022, the amounts outstanding under these programs were not material.

Accounting Standards Updates Issued but not yet Adopted as of December 31, 2023

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (ASU 2021-08).

ASU 2021-08 improves the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and the payment terms and their effect on subsequent revenue recognized by the acquirer.

ASU 2021-08 is effective for all entities that enter into a business combination within the applicable scope.

The amendments in this update were effective for fiscal years beginning after December 15, 2022.

As such, we adopted the standard beginning January 1, 2023.

Our adoption of ASU 2021-08 did not have a material impact on our audited consolidated financial statements.

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (ASU 2023-06).

ASU 2023-06 modifies the disclosure or presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the SEC's requirements, and to align the requirements in the FASB accounting standard codification with the SEC's regulations.

The effective date for each amendment will be the date on which the SEC's removal of the related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company is currently evaluating the provisions of the amendments and the impact on its future consolidated financial statements.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (ASU 2023-07) .

ASU 2023-07 improves the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

We are currently assessing the effect this guidance may have on our consolidated financial statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (ASU 2023-09).

ASU 2023-09 requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid.

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

We are currently assessing the effect this guidance may have on our consolidated financial statements.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

15 unchanged sentences

Interest rate swap — 29.1

Assets held for sale

Accounts payable

17 unchanged sentences

1,157.9 1,650.7

Gain on bargain purchase — ( 1.6 )

Total allocated $ 1,361.8 $ 1,783.6

The purchase price allocations are preliminary and based on information existing at the acquisition dates.

Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates.

Accordingly, the purchase price allocations are subject to change.

Excluding the US Ecology acquisition discussed below, substantially all of the goodwill and intangible assets recorded for these acquisitions are deductible for tax purposes.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

For the acquisitions that closed during 2023, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will be deductible for tax purposes.

Excluding the US Ecology acquisition discussed below, substantially all of the goodwill and intangible assets recorded for acquisitions that closed during 2022 are deductible for tax purposes.

These acquisitions are not material to the Company's results of operations, individually or in the aggregate.

2 unchanged sentences

US Ecology is a leading provider of environmental solutions offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.

We financed the transaction using the proceeds of a new $ 1.0 billion unsecured Term Loan Credit Agreement (Term Loan Facility) and borrowings under our existing $ 3.0 billion unsecured revolving credit facility.

For further discussion of the borrowings used to fund the US Ecology acquisition, refer to Note 9, Debt, in Part II, Item 8 of our Annual Report on Form 10-K.

The preliminary purchase price allocation for the US Ecology acquisition is reflected in the table above and remains subject to revisions as additional information is obtained about the facts and circumstances that existed at the valuation date.

The preliminary allocation of purchase price, including the value of certain tangible and intangible assets acquired, such as property, plant and equipment, landfill development costs and customer relationship intangible assets, as well as certain leases and environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations.

We do not expect a step-up in the tax basis of the assets recognized in connection with the US Ecology acquisition, and do not expect the goodwill and intangible assets will be deductible for tax purposes.

In 2022 , we incurred $ 77.3 million of acquisition integration and deal costs in connection with the acquisition of US Ecology, which included certain costs to close the acquisition and integrate the business, including stock compensation expense for unvested equity awards at closing as well as severance and change-in-control payments.

In July 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct 39 renewable natural gas projects across the United States for approximately $ 88 million.

We also purchased an approximately $ 38 million interest in a landfill gas-to-energy project and subsequently divested of our interest to the joint venture.

The joint venture agreement provides for additional contributions as certain project milestones are achieved over the next four to five years.

As of, June 30, 2023, we finalized the purchase price allocation.

We did not step-up the tax basis of the assets recognized in connection with the US Ecology acquisition, and do not expect the goodwill and intangible assets will be deductible for tax purposes.

In 2023 and 2022 , we incurred $ 33.5 million and $ 77.3 million, respectively, of acquisition integration and deal costs in connection with the acquisition of US Ecology.

The 2023 costs primarily related to the integration of certain software systems as well as rebranding of the business, and the 2022 costs included certain costs to close the acquisition and integrate the business.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In June 2023, we acquired a vertically-integrated set of operations located primarily in Colorado from GFL Environmental Inc., including recycling, hauling, transfer and landfill operations.

The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date.

The preliminary allocation of purchase price, including the value assigned to tangible and intangible assets acquired as well as certain landfill and environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations.

We expect our final valuations to be completed in 2024.

In November 2023, we acquired all of the issued and outstanding capital stock or other ownership interests of Advanced Chemical Transport LLC (ACT).

ACT's environmental solutions operations are primarily located in the western United States and provide us with additional growth opportunities in our environmental solutions line of business.

The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date.

The preliminary allocation of purchase price, including the value assigned to tangible and intangible assets acquired, is based on the best estimates of management and is subject to revision based on the final valuations.

We expect our final valuations to be completed in 2024.

In December 2023, we acquired all of the issued and outstanding membership and other equity interests of Central Texas Refuse, LLC and an affiliate thereof (CTR).

CTR's vertically integrated recycling and waste services operations are located in and around Austin, Texas and provide us with the opportunity to re-enter the high growth Austin market.

The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date.

We expect our final valuations to be completed in 2024.

In 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct a number of renewable natural gas projects at our landfills across the United States.

As of December 31, 2023 and 2022, we had an investment of approximately $ 170 million and $ 100 million, respectively, in the joint venture.

During the year ended December 31, 2023, we invested approximately $ 68 million in the joint venture.

The investment is accounted for under the equity method of accounting.

In 2022, we acquired a non-controlling equity interest in a joint venture with Ravago, Blue Polymers, LLC, intended to help create vertical integration in the recycling market, and to further advance circularity by acquiring all olefins produced by the Company's Polymer Centers and produce custom blended pellets for food-grade and non-food-grade packaging.

As of December 31, 2023 and 2022, we had an investment of approximately $ 19 million and $ 10 million, respectively, in the joint venture.

During the year ended December 31, 2023 we invested approximately $ 9 million in the joint venture.

The investment is accounted for under the equity method of accounting.

In 2023 and 2022, we acquired non-controlling equity interests in certain limited liability companies that qualified for investment tax credits under Section 48 of the Internal Revenue Code.

4 unchanged sentences

Restructuring Charges

In 2022 and 2021, we incurred restructuring charges of $ 27.0 million and $ 16.6 million , respectively, primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems.

These systems were placed into production in 2022, and we do not expect to incur future costs related to the implementation of these systems.

In 2023 and 2022, we incurred restructuring charges of $ 33.2 million and $ 27.0 million , respectively.

Of the 2023 charges, $ 9.5 million related to early termination of certain leases and $ 23.7 million related to the redesign of our asset management, and customer and order management software systems, and the 2022 charges primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems which was completed with systems being placed into production in 2022.

We paid $ 39.4 million and $ 19.8 million during 2023 and 2022, respectively, related to these restructuring efforts.

33 unchanged sentences

Total $ 12,826.0 $ 1,650.7 $ ( 4.0 ) $ ( 21.2 ) $ 14,451.5

Goodwill by reportable segment as of December 31, 2021 and December 31, 2022 reflects the presentation of Group 3 as a reportable segment for all periods presented.

Prior to the third quarter of 2022, Group 3 was aggregated with Corporate entities and other.

Adjustments to acquisitions during the year ended December 31, 2023 primarily related to changes in our valuation of tangible assets acquired and certain environmental liabilities assumed in connection with our acquisition of US Ecology.

Adjustments to acquisitions during the year ended December 31, 2022 primarily related to changes in our valuation of tangible and intangible assets as well as certain landfill leases and environmental liabilities assumed as a result of obtaining new information regarding the acquisitions that closed in 2021.

Adjustments to acquisitions during the year ended December 31, 2021 primarily related to changes in our valuation of customer relationship intangible assets and fixed assets as a result of obtaining new information regarding certain acquisitions that closed in December 2020.

REPUBLIC SERVICES, INC.

42 unchanged sentences

Prepaid fees for cloud-based hosting arrangements, current 17.0 14.4

Derivative and hedging assets 4.2 —

Other current assets 6.2 5.5

3 unchanged sentences

Operating right-of-use lease assets 238.1 275.1

Derivative and hedging assets 105.8 19.7

Deferred compensation plan 112.7 100.6

Reinsurance receivable 84.1 79.5

Deferred contract costs and sales commissions 82.5 80.2

Reinsurance receivable 92.1 84.1

Derivative and hedging assets 74.1 105.8

Prepaid fees and capitalized implementation costs for cloud-based hosting arrangements 67.6 51.4

15 unchanged sentences

Accrued professional fees and legal settlement reserves 17.9 8.6

Derivative and hedging liabilities 8.3 1.2

Other 136.8 103.6

3 unchanged sentences

Operating right-of-use lease liabilities $ 194.9 $ 238.0

Derivative and hedging liabilities 99.7 50.7

Deferred compensation plan liability 114.7 98.6

Ceded insurance reserves 92.1 84.1

Derivative and hedging liabilities 71.3 99.7

Contingent purchase price and acquisition holdbacks 59.1 60.5

Withdrawal liability - multiemployer pension funds 19.6 20.0

Legal settlement reserves 2.1 3.1

Other 42.9 59.8

42 unchanged sentences

We review annually, in the fourth quarter, and update as necessary, our estimates of asset retirement obligation liabilities.

As a result, we reduced amortization expense by $ 5.8 million, increased amortization expense by $ 6.9 million, and reduced amortization expense by $ 12.5 million for the years ended December 31, 2022, 2021 and 2020, respectively, primarily related to changes in estimates and assumptions concerning the anticipated waste flow, cost and timing of future final capping, closure and post-closure activities.

As a result, we increased amortization expense by $ 5.2 million, $ 5.8 million and $ 6.9 million for the years ended December 31, 2023, 2022 and 2021, respectively, primarily related to changes in estimates and assumptions concerning the anticipated waste flow, cost and timing of future final capping, closure and post-closure activities.

The expected future payments for final capping, closure and post-closure as of December 31, 2023 follows:

5 unchanged sentences

In these cases, we use the amount within the range that constitutes our best estimate.

If no amount within the range appears to be a better estimate than any other, we use the

If no amount within the range appears to be a better estimate than any other, we use the amount that is at the low end of such range.

It is reasonably possible that we will need to adjust the liabilities recorded for

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

amount that is at the low end of such range.

It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions.

remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions.

If we used the reasonably possible high ends of our ranges, our aggregate potential remediation liability as of December 31, 2023 would be approximately $ 375 million higher than the amounts recorded.

47 unchanged sentences

May 2028 3.950 800.0 ( 8.9 ) 791.1 800.0 ( 10.7 ) 789.3

April 2029 4.875 750.0 ( 6.9 ) 743.1 — — —

March 2030 2.300 600.0 ( 4.5 ) 595.5 600.0 ( 5.2 ) 594.8

2 unchanged sentences

March 2033 2.375 700.0 ( 6.5 ) 693.5 700.0 ( 7.1 ) 692.9

December 2033 5.000 650.0 ( 8.9 ) 641.1 — — —

April 2034 5.000 800.0 ( 10.7 ) 789.3 — — —

March 2035 6.086 181.9 ( 11.5 ) 170.4 181.9 ( 12.2 ) 169.7

16 unchanged sentences

Thereafter 7,634.7

Loss on Extinguishment of Debt and Other Related Costs

In 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility (as defined below).

We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of $ 0.2 million.

Credit Facilities

Uncommitted Credit Facility

In January 2022, we entered into a $ 200.0 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility).

The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties.

Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit and other general corporate purposes.

The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants.

The Uncommitted Credit Facility may be terminated by either party at any time.

As of December 31, 2023 and 2022, we had no borrowings outstanding under our Uncommitted Credit Facility.

The Credit Facility

3 unchanged sentences

The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $ 1.0 billion through increased commitments from existing lenders or the addition of new lenders.

At our option, borrowings under the Credit Facility bear interest at a Base Rate, a daily floating LIBOR, or a Eurodollar Rate, plus a current applicable margin of 0.910 % based on our Debt Ratings (all as defined in the Credit Facility agreement).

On the earliest of (i) the date that all available tenors of United States dollar LIBOR have permanently or indefinitely ceased to be provided or have been announced to be no longer representative, (ii) June 30, 2023 or (iii) the effective date of an election to opt into a SOFR rate, the LIBOR rate will be replaced by a forward-looking term rate based on SOFR or a daily rate based on SOFR published on such date.

In October 2023, we completed an upsize of the Credit Facility to $ 3.5 billion.

In February 2023, we entered into Amendment No.

1 to the Credit Facility (the Credit Facility Amendment) to add our subsidiary, USE Canada Holdings, Inc.

(the Canadian Borrower), as an additional borrower under the Credit Facility.

The Credit Facility Amendment provides that the aggregate of (i) all loans to the Canadian Borrower and (ii) all loans denominated in Canadian dollars cannot exceed $ 1.0 billion (the Canadian Sublimit).

The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Facility.

Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.910 % based on our Debt Ratings (all as defined in the Credit Facility agreement).

The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.910 % based on our Debt Ratings.

As of December 31, 2023, C$ 201.5 million was outstanding against the Canadian Sublimit, with an average interest rate of 6.364 %.

The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage.

4 unchanged sentences

We had $ 336.5 million and $ 347.6 million of letters of credit outstanding under our Credit Facility as of December 31, 2023 and 2022, respectively.

We also had $ 998.2 million of outstanding borrowings (net of related discount on issuance) under our commercial paper program as of December 31, 2022.

In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully.

We also had $ 495.3 million and $ 1.0 billion of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of December 31, 2023 and 2022, respectively.

As a result, availability under our Credit Facility was $ 2,371.2 million and $ 1,402.4 million as of December 31, 2023 and 2022, respectively.

Uncommitted Credit Facility

In January 2022, we entered into a $ 200.0 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility), which replaced the prior $ 135.0 million uncommitted credit facility.

The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties.

Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit and other general corporate purposes.

The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants.

The Uncommitted Credit Facility may be terminated by either party at any time.

As of December 31, 2022 and 2021, we had no borrowings outstanding under our Uncommitted Credit Facility.

Term Loan Credit Agreement

On April 29, 2022, we entered into a $ 1.0 billion term loan facility (the Term Loan Facility).

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Term Loan Facility

On April 29, 2022, we entered into a $ 1.0 billion Term Loan Facility.

The Term Loan Facility will mature on April 29, 2025 and bears interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings.

The weighted average interest rate for the borrowings outstanding as of December 31, 2022 was 4.629 %.

The interest rate for borrowings outstanding as of December 31, 2023 was 6.256 %.

We may prepay, without penalty, all or any part of the borrowings under the Term Loan Facility at any time.

On May 2, 2022, we completed the acquisition of US Ecology using proceeds from the Term Loan Facility and borrowings under the Credit Facility.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We had $ 500.0 million and $ 1.0 billion of borrowings outstanding under the Term Loan Facility as of December 31, 2023 and 2022, respectively.

Commercial Paper Program

In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $ 500.0 million outstanding at any one time (the Commercial Paper Cap).

In August 2022, the Commercial Paper Cap was increased to $ 1.0 billion.

As of December 31, 2022, we had $ 1.0 billion principal value of commercial paper issued and outstanding under the program with a weighted average interest rate of 4.670 % and a weighted average maturity of approximately 36 days for the year ended December 31, 2022.

In August 2022, the Commercial Paper Cap was increased to $ 1.0 billion, and in October 2023, was increased to $ 1.5 billion.

The weighted average interest rate for borrowings outstanding as of December 31, 2023 is 5.508 % with a weighted average maturity of approximately 18 days.

We had $ 496.0 million and $ 1.0 billion principal value of commercial paper issued and outstanding under the program as of December 31, 2023 and 2022, respectively.

In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully.

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2022.

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2023 and 2022, respectively.

In March 2023, we issued $ 400.0 million of 4.875 % senior notes due 2029 (the Existing 2029 Notes) and $ 800.0 million of 5.000 % senior notes due 2034 (the 2034 Notes, and together, the Notes).

The Notes are unsecured and unsubordinated and rank equally with our other unsecured obligations.

We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

As a result of the Term Loan Facility repayment, we incurred a non-cash loss on the early extinguishment of debt related to the ratable portion of unamortized deferred issuance costs of $ 0.2 million.

In December 2023, we issued an additional $ 350.0 million of 4.875 % senior notes due 2029 (the New 2029 Notes, and together with the Existing 2029 Notes, the 2029 Notes).

After giving effect to the issuance of the New 2029 Notes, $ 750.0 million in aggregate principal amount of the 2029 Notes is outstanding.

The New 2029 Notes are fungible with the Existing 2029 Notes, and taken together, the 2029 Notes are treated as a single series.

In December 2023, we also issued $ 650.0 million of 5.000 % senior notes due 2033 (the 2033 Notes).

Similar to the Notes above, the proceeds of these new senior notes were used for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

Interest Rate Swap and Lock Agreements

5 unchanged sentences

The goal was to reduce overall borrowing costs and rebalance our debt portfolio's ratio of fixed-to-floating interest rates.

As of December 31, 2022, these swap agreements had a total notional value of $ 300.0 million and mature in May 2023.

We pay interest at floating rates based on changes in LIBOR and receive interest at a fixed rate of 4.750 %.

In 2013, these transactions were designated as fair value hedges because the swaps hedge against the changes in fair value of the 4.750 % Notes resulting from changes in interest rates.

These swap agreements settled in May 2023 along with our 4.750 % Notes and are no longer included in our consolidated balance sheet.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Contemporaneously with the $ 250.0 million partial redemption of the 4.750 % Notes in November 2020, we dedesignated the proportional share of these swap agreements as fair value hedges.

1 unchanged sentence

Following the dedesignation, the fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

As of December 31, 2022 and 2021, these free-standing derivatives were reflected at their fair value of a $ 1.0 million liability and a $ 3.9 million asset, respectively, and are included in other accrued liabilities and other assets, respectively, in our consolidated balance sheets.

For the years ended December 31, 2022, 2021 and 2020, we recognized losses of $ 5.0 million, $ 4.4 million and $ 0.1 million, directly in earnings as an adjustment to non-cash interest expense attributable to the change in fair value of the free-standing derivatives, respectively.

As of December 31, 2022 and 2021, the 2013 Interest Rate Swaps that were designated as fair value hedges are reflected at their fair value of a $ 1.2 million liability and a $ 4.7 million asset, respectively, and are included in other accrued liabilities and other assets, respectively, in our consolidated balance sheets.

To the extent they are effective, the remaining hedged portion of these interest rate swap agreements is included as an adjustment to long-term debt in our consolidated balance sheets.

We recognized net interest income of $ 2.9 million, $ 7.9 million and $ 5.7 million, respectively, during 2022, 2021 and 2020, related to net swap settlements for these interest rate swap agreements, which is included as an offset to interest expense in our consolidated statements of income.

For the years ended December 31, 2022, 2021 and 2020, we recognized gains of $ 2.7 million and $ 5.2 million and a loss of $ 5.7 million, respectively, related to the impact of changes in the benchmark interest rate on the fair value of the hedged senior notes.

For the years ended December 31, 2022, 2021 and 2020, we recognized offsetting losses of $ 6.0 million and $ 5.2 million and an offsetting gain of $ 7.6 million, respectively, on the related interest rate swaps attributable to changes in the benchmark interest rate.

As of December 31, 2022, these free-standing derivatives were reflected at their fair value of a $ 1.0 million liability and were included in other accrued liabilities in our consolidated balance sheet.

These free-standing derivatives settled and matured in May 2023.

For the years ended December 31, 2023, 2022 and 2021, we recognized a gain of $ 1.0 million and losses of $ 5.0 million and $ 4.4 million, respectively, directly in earnings as an adjustment to non-cash interest expense attributable to the change in fair value of the free-standing derivatives.

As of December 31, 2022, the 2013 Interest Rate Swaps that were designated as fair value hedges are reflected at their fair value of a $ 1.2 million liability and included in other accrued liabilities in our consolidated balance sheet.

We recognized net interest expense of $ 2.2 million and net interest income of $ 2.9 million and $ 7.9 million, respectively, during 2023, 2022 and 2021, related to net swap settlements for these interest rate swap agreements, which is included in interest expense in our consolidated statements of income.

For the years ended December 31, 2023, 2022 and 2021, we recognized losses of $ 2.3 million and gains of $ 2.7 million and $ 5.2 million, respectively, related to the impact of changes in the benchmark interest rate on the fair value of the hedged senior notes.

For the years ended December 31, 2023, 2022 and 2021, we recognized offsetting gains of $ 1.2 million and offsetting losses of $ 6.0 million and $ 5.2 million, respectively, on the related interest rate swaps attributable to changes in the benchmark interest rate.

The difference of these fair value changes for the years ended December 31, 2023, 2022 and 2021 was recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income.

4 unchanged sentences

These transactions were accounted for as cash flow hedges.

All of our cash flow hedges settled on or before December 31, 2020.

The fair value of our interest rate locks is determined

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

The fair value of our interest rate locks is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

As of December 31, 2023 and 2022, our previously terminated interest rate locks were recorded as components of accumulated other comprehensive loss of $ 15.9 million and $ 21.4 million, respectively , net of tax.

2 unchanged sentences

Over the next 12 months, we expect to amortize $ 2.7 million, net of tax, from accumulated other comprehensive loss to interest expense as a yield adjustment of our senior notes.

In connection with our acquisition of US Ecology, in the second quarter of 2022, we acquired and novated a floating-to-fixed interest rate swap agreement (the 2022 Interest Rate Swap) with an initial effective date of March 6, 2020 and an initial notional amount of $ 500 million relative to our Term Loan Facility.

The initial fair value is reclassified into earnings as non-cash interest expense on a systematic basis over the life of the interest rate swap.

As of December 31, 2023, and 2022, the 2022 Interest Rate Swap has a notional value of $ 350 million and $ 390 million, respectively.

The interest rate swap matures in November 2026.

5 unchanged sentences

Changes in the fair value of the interest rate swap are recorded as a component of accumulated other comprehensive loss and are recognized in interest expense in the period in which the payment is settled.

The fair value of our floating-to-fixed interest rate swap is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

As of December 31, 2022, the 2022 Interest Rate Swap was recorded at its fair value of $ 36.0 million and is included in other assets in our consolidated balance sheets.

During 2022, we recognized an unrealized gain of $ 8.4 million in accumulated other comprehensive income for the 2022 Interest Rate Swap.

As of December 31, 2022, the 2022 Interest Rate Swap was recorded as a component of accumulated other income of $ 5.1 million, net of tax.

The fair value of our floating-to-fixed swap is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

As of December 31, 2023 and 2022, the 2022 Interest Rate Swap was recorded at its fair value of $ 24.3 million and $ 36.0 million, respectively, and is included in other assets in our consolidated balance sheets.

During the years ended December 31, 2023 and 2022, we recognized unrealized gains of $ 12.2 million and $ 8.4 million, respectively, in accumulated other comprehensive loss for the 2022 Interest Rate Swap.

As of December 31, 2023 and 2022, the 2022 Interest Rate Swap was recorded as a gain within accumulated other comprehensive loss of $ 4.3 million and $ 5.1 million,

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

respectively, net of tax.

The effective portion of the Interest Rate Swap is amortized as an adjustment to interest expense over the life of the instrument using the effective interest method.

During 2022, we recognized a gain, net of tax, of $ 3.3 million as a result of this amortization.

Over the next 12 months, we expect to amortize approximately $ 3 million, net of tax, from accumulated other comprehensive income related to this instrument as an offset to interest expense in the period in which payments are settled.

During the years ended December 31, 2023 and 2022, we recognized gains, net of tax, of $ 13.1 million and $ 3.3 million, respectively, as a result of this amortization.

Over the next 12 months, we expect to amortize approximately $ 5 million, net of tax, from accumulated other comprehensive loss related to this instrument as an offset to interest expense in the period in which payments are settled.

For further detail regarding the effect of our cash flow hedging on interest expense, see Note 18, Financial Instruments , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

Derivative Contracts

Extended Interest Rate Locks, Offsetting Interest Rate Swaps

Contemporaneously with the issuance of our 2.300 % Notes in February 2020, we amended interest rate lock agreements with an aggregate notional value of $ 550.0 million, extending the mandatory maturity date from 2020 to 2030, and dedesignated them as cash flow hedges (2020 Extended Interest Rate Locks).

3 unchanged sentences

The fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy).

As of December 31, 2022 and 2021, the fair values of the Extended Interest Rate Locks were assets of $ 69.8 million and liabilities of $ 49.9 million, respectively, which were included in other assets and other long-term liabilities, respectively, in our consolidated balance sheets.

As of December 31, 2022 and 2021, the fair value of the 2019 Offsetting Interest Rate Swap was a liability of $ 17.8 million and an asset of $ 11.1 million, which were included in other long-term liabilities and other assets, respectively, in our consolidated balance sheets.

As of December 31, 2022 and 2021, the fair values of the 2020 Offsetting Interest Rate Swap were liabilities of $ 81.9 million and $ 0.8 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets.

As of December 31, 2023, the fair value of the Extended Interest Rate Locks were assets of $ 54.0 million, which were included in prepaid and other current assets and other assets in our consolidated balance sheets.

As of December 31, 2022, the fair value of the Extended Interest Rate Locks were assets of $ 69.8 million, which were included in other assets in our consolidated balance sheets.

As of December 31, 2023, the fair value of the Offsetting Interest Rate Swaps were liabilities of $ 78.2 million, which were included in other accrued liabilities and other long-term liabilities in our consolidated balance sheets.

As of December 31, 2022, the fair value of the Offsetting Interest Rate Swaps were liabilities of $ 99.7 million, which were included in other long-term liabilities in our consolidated balance sheets.

For the year ended December 31, 2023, we recognized a loss of $ 15.4 million on the change in fair value of the Extended Interest Rate Locks, with an offsetting gain of $ 13.5 million, on the change in fair value of the Offsetting Interest Rate Swaps.

For the year ended December 31, 2022, we recognized a gain of $ 109.4 million on the change in fair value of the Extended Interest Rate Locks, with an offsetting loss of $ 107.3 million, on the change in fair value of the Offsetting Interest Rate Swaps.

For the year ended December 31, 2021, we recognized a gain of $ 45.1 million on the change in fair value of the Extended

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest Rate Locks, with an offsetting loss of $ 44.8 million, on the change in fair value of the Offsetting Interest Rate Swaps.

The changes in fair value were recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income.

Tax-Exempt Financings

As of December 31, 2022 and 2021 we had $ 1,182.0 million and $ 1,181.5 million of certain variable rate tax-exempt financings outstanding, respectively, with maturities ranging from 2023 to 2051.

During 2021, we issued $ 205.0 million of tax-exempt financings.

In the fourth quarter of 2021, the Pennsylvania Economic Development Financing Authority issued, for our benefit, $ 30.0 million of Solid Waste Disposal Revenue Bonds.

The proceeds from the issuance, after deferred issuance costs, will be used to fund qualifying landfill-related expenditures in the Commonwealth of Pennsylvania, of which $ 30.0 million and $ 17.2 million was incurred and reimbursed to us as of December 31, 2022 and 2021, respectively .

As of December 31, 2022 and 2021 , we had $ 127.6 million and $ 139.0 million , respectively, of restricted cash and marketable securities.

As of December 31, 2021, $ 12.4 million of the restricted cash and marketable securities balance represented proceeds from the issuance of the tax-exempt bonds.

All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield.

As of December 31, 2023, we had $ 1,280.6 million of certain variable rate tax-exempt financings outstanding, with maturities ranging from 2024 to 2053.

As of December 31, 2022, we had $ 1,182.0 million of variable rate tax-exempt financings outstanding, with maturities ranging from 2023 to 2051.

In September 2023, the California Municipal Finance Authority issued, for our benefit, $ 100 million of Solid Waste Disposal Revenue Bonds.

The proceeds from the issuance, after deferred issuance costs, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California.

The initial remarketing period for this tax-exempt financing is 10 years.

Our remaining tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield.

The holders of the bonds can put them back to the remarketing agents at the end of each interest period.

3 unchanged sentences

Finance Leases

We had finance lease liabilities of $ 247.5 million and $ 249.4 million as of December 31, 2022 and 2021, respectively, with maturities ranging from 2023 to 2063.

As of December 31, 2023, we had finance lease liabilities of $ 251.3 million with maturities ranging from 2024 to 2063.

As of December 31, 2022, we had finance lease liabilities of $ 247.5 million with maturities ranging from 2023 to 2063.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Interest Paid

9 unchanged sentences

Total lease liabilities $ 501.0 $ 543.4

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

A summary of the lease cost reflected in our consolidated statements of income for the years ended December 31, 2023 and 2022 follow:

9 unchanged sentences

During the years ended December 31, 2023 and 2022, we recognized changes in our operating right-of-use lease liabilities and assets, resulting from the recognition of non-cash lease expense of $ 47.8 million and $ 46.2 million, respectively.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2023, maturities for operating and finance lease liabilities were as follows:

31 unchanged sentences

29.1 16.9 18.6

State deferred benefit - change in valuation allowance — — ( 17.2 )

Uncertain tax positions and interest and other ( 31.0 ) 8.9 ( 3.9 )

4 unchanged sentences

State income taxes, net of federal benefit 4.4 4.6 4.5

Change in valuation allowance — — ( 1.5 )

Non-deductible expenses 1.2 1.1 1.0

3 unchanged sentences

Effective income tax rate 21.0 % 18.8 % 18.0 %

During 2022, we acquired non-controlling interests in limited liability companies established to own solar energy assets that qualified for investment tax credits under Section 48 of the Internal Revenue Code.

During 2023, we acquired non-controlling interests in limited liability companies established to own renewable energy assets that qualified for investment tax credits under Section 48 of the Internal Revenue Code.

We account for these investments using the equity method of accounting and recognize our share of income or loss and other reductions in the value of our investment in loss from unconsolidated equity method investments within our consolidated statements of income.

For further discussion regarding our equity method accounting, see Note 3, Business Acquisitions, Investments and Restructuring Charges .

Our 2022 tax provision reflects a benefit of approximately $ 139 million due to the tax credits related to these investments.

Our 2021 tax provision was reduced by approximately $ 126 million related to the tax credits from our non-controlling interest in limited liability companies established to own solar energy assets.

Our 2020 tax provision was reduced by approximately $ 12 million from excess tax benefits related to stock compensation, approximately $ 100 million related to the tax credits from our non-controlling interest in limited liability companies established to own solar energy assets, approximately $ 17 million for adjustments to our valuation allowance due to the realizability of certain state loss carryforwards, and approximately $ 8 million due to the realization of additional federal and state benefits as well as adjustments to deferred taxes due to the completion of our 2019 tax returns.

On August 16, 2022, the Inflation Reduction Act (IRA) was signed into law.

The IRA, among other things, implements a 15% minimum tax on financial statement income of certain large corporations, a 1% excise tax on stock repurchases and extends, enhances and creates several tax incentives to promote clean energy.

While we continue to evaluate the IRA, at present, outside of the potential for future energy credits, we do not believe it will have a material effect on our audited consolidated financial statements.

We made income tax payments (net of refunds) of approximately $ 185 million, $ 300 million and $ 124 million for 2022, 2021, and 2020, respectively.

Income taxes paid in 2022, 2021 and 2020 reflect benefits from tax credits from our continuing investments in solar energy.

For 2022 and 2020 cash taxes paid also reflects benefits from 100 % bonus depreciation on qualified assets.

Our 2023 tax provision reflects a benefit of $ 86.9 million due to the tax credits related to these investments.

In addition, during 2023 we resolved IRS examinations for our 2014 to 2018 tax years, that in the aggregate, reduced our tax provision by approximately $ 20.8 million .

Our 2022 tax provision was reduced by $ 139.0 million related to the tax credits from our non-controlling interests in limited liability companies established to own renewable energy assets.

Our 2021 tax provision was reduced by $ 126.0 million related to the tax credits from our non-controlling interests in limited liability companies established to own renewable energy assets.

During 2022 , the Inflation Reduction Act (IRA) was signed into law.

The IRA, among other things, implemented a 15% minimum tax on financial statement income of certain large corporations, a 1% excise tax on stock repurchases and extended, enhanced and created several tax incentives to promote clean energy.

We continue to evaluate the IRA and additional regulations as they are released by the U.S.

At present, we do not expect the 15% minimum tax to have an impact on the Company.

However, we do expect to regularly incur a non-deductible excise tax as we continue to repurchase our shares.

This charge is reflected as a component of treasury stock in our consolidated balance sheet.

With respect to various energy credits in the IRA, we expect to benefit in subsequent years for credits related to commercial electric vehicles, carbon capture and renewable natural gas.

Additional benefits may be identified as subsequent guidance is released by the U.S.

Treasury and/or additional climate technologies are identified or advanced in future years.

We made income tax payments (net of refunds) of $ 343.0 million, $ 184.7 million and $ 300.4 million for 2023, 2022, and 2021, respectively.

Income taxes paid in 2023, 2022, and 2021 reflect benefits from tax credits from our continuing investments in renewable energy.

For 2023 and 2022 cash taxes paid also reflects benefits from bonus depreciation on qualified

REPUBLIC SERVICES, INC.

35 unchanged sentences

We adjust the valuation allowance in the period management determines it is more likely than not that deferred tax assets will or will not be realized.

Substantially all of our valuation allowance is associated with state loss carryforwards.

The majority of our valuation allowance is associated with state loss carryforwards.

The realization of our deferred tax asset for state loss carryforwards ultimately depends upon the existence of sufficient taxable income in the appropriate state taxing jurisdictions in future periods.

We continue to regularly monitor both positive and negative evidence in determining the ongoing need for a valuation allowance.

We have deferred tax assets related to state net operating loss carryforwards with an estimated tax effect of approximately $ 77 million available as of December 31, 2022.

We have deferred tax assets related to state net operating loss carryforwards with an estimated tax effect of $ 64.5 million available as of December 31, 2023.

These state net operating loss carryforwards expire at various times between 2024 and 2043.

We believe that it is more likely than not that the benefit from some of our state net operating loss carryforwards will not be realized due to limitations on these loss carryforwards in certain states.

In recognition of this risk, as of December 31, 2022, we have provided a valuation allowance of approximately $ 42 million.

We are subject to income tax in the United States, as well as income tax in multiple state jurisdictions.

In recognition of this risk, as of December 31, 2023, we have provided a valuation allowance of $ 43.4 million.

We are subject to income tax in the United States, as well as income tax in multiple state and foreign jurisdictions.

Our compliance with income tax rules and regulations is periodically audited by tax authorities.

1 unchanged sentence

Thus, to provide for certain potential tax exposures, we maintain liabilities for uncertain tax positions for our estimate of the final outcome of the examinations.

Our federal statute of limitations is closed for all years prior to 2015.

We are currently under examination by the Internal Revenue Service (IRS) for tax years 2015 through 2018.

In addition, we are currently under state examination or administrative review in various jurisdictions for tax years 2012 to 2020.

Our federal statute of limitations is closed for 2018 through 2019 and all years prior to 2015.

For tax years 2015 through 2017 we have resolved all open issues with IRS Appeals while the applicable statutes of limitation will expire in early 2024.

In addition, we are currently under state examination or administrative review in various jurisdictions for tax years 2012 through 2021.

REPUBLIC SERVICES, INC.

6 unchanged sentences

Reductions for tax positions of prior years ( 7.5 ) — ( 0.1 )

Reductions for tax positions resulting from lapse of statute of limitations ( 0.1 ) — —

Settlements ( 65.7 ) — —

Balance at end of year $ 41.5 $ 111.0 $ 101.5

During 2023, we settled our 2014-2018 tax years with the Internal Revenue Service.

These settlements reduced our gross unrecognized tax benefits by $ 65.7 million.

Included in our gross unrecognized tax benefits as of December 31, 2023, 2022 and 2021 are $ 32.5 million, $ 96.5 million and $ 93.6 million, respectively, of unrecognized tax benefits (net of the federal benefit) that, if recognized, would affect our effective income tax rate in future periods.

1 unchanged sentence

We recognize interest and penalties as incurred within the provision for income taxes in our consolidated statements of income.

Related to the unrecognized tax benefits previously noted, we recorded interest expense of $ 1.1 million during 2022 and, in total as of December 31, 2022, have recognized a liability for penalties of $ 0.3 million and interest of $ 15.2 million.

During 2021, we recorded interest expense of approximately $ 0.8 million and, in total as of December 31, 2021, had recognized a liability for penalties of $ 0.3 million and interest of $ 13.7 million.

During 2020, we accrued interest of $ 0.8 million and, in total as of December 31, 2020, had recognized a liability for penalties of $ 0.3 million and interest of $ 12.6 million.

Related to the unrecognized tax benefits previously noted, we recorded a reduction to interest expense of $ 1.3 million during 2023 and, in total as of December 31, 2023, have recognized a liability for penalties of $ 0.3 million and interest of $ 13.5 million.

During 2022, we recorded interest expense of $ 1.1 million and, in total as of December 31, 2022, had recognized a liability for penalties of $ 0.3 million and interest of $ 15.2 million.

During 2021, we recorded interest expense of $ 0.8 million and, in total as of December 31, 2021, had recognized a liability for penalties of $ 0.3 million and interest of $ 13.7 million.

We believe the recorded liabilities for uncertain tax positions are adequate.

27 unchanged sentences

Unissued as of December 31, 2020

1,212.1 $ 69.47

Granted 358.0 $ 91.21

35 unchanged sentences

Outstanding as of December 31, 2020

853.6 $ 76.14

Granted 313.1 $ 91.01

20 unchanged sentences

At the end of the performance period, the number of PSUs awarded can range from 0 % to 150 % of the targeted amount, depending on the performance against the pre-determined targets.

D uring the years ended December 31, 2022, 2021 and 2020, we granted an additi onal 11,304 , 13,586 and 16,760 PSU s, respectively, as dividend equivalents.

D uring the years ended December 31, 2023, 2022 and 2021, we granted an additi onal 10,511 , 11,304 and 13,586 PSU s to our executive officers, respectively, as dividend equivalents.

The PSUs do not carry any voting or dividend rights, except the right to accumulate additional PSUs in lieu of dividends.

10 unchanged sentences

Slager that were previously scheduled to vest in 2022 and beyond as a result of his retirement in June 2021.

As of December 31, 2022, total unrecognized compensation expense related to outstanding PSUs was $ 22.9 million, which will be recognized over a weighted average period of approximately 1 year.

As of December 31, 2023, total unrecognized compensation expense related to outstanding PSUs was $ 21.9 million, which will be recognized over a weighted average period of approximately one year .

REPUBLIC SERVICES, INC.

23 unchanged sentences

Interest cost 8.5 5.7

Actuarial (gain) loss ( 32.6 ) 6.7

Actuarial loss (gain) 2.5 ( 32.6 )

Benefits paid ( 17.2 ) ( 15.9 )

21 unchanged sentences

Expected return on plan assets ( 7.5 ) ( 7.0 ) ( 6.0 )

Recognized net actuarial gain — — ( 0.1 )

Amortization of prior service cost — — 0.1

Net periodic benefit income $ ( 1.3 ) $ ( 1.3 ) $ ( 1.6 )

Net periodic benefit loss (income) $ 1.0 $ ( 1.3 ) $ ( 1.3 )

Weighted average assumptions used to determine net periodic benefit income:

17 unchanged sentences

Debt securities 100 % 100 % 100 %

Equity securities — — 18

Total 100 % 100 % 100 %

57 unchanged sentences

T., Pension Fund 36-6513567 Safe Safe No 8.5 8.1 8.7 No Various dates through 9/30/2028

New England Teamsters &

Trucking Industry Pension 04-6372430 Critical & Declining Critical & Declining No 5.1 3.3 2.1 No 6/30/2025

Individually significant

25 unchanged sentences

These corporate-owned life insurance policies are held in a Rabbi Trust and are recorded at the amount that can be realized under insurance contracts at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

The aggregate cash surrender value of these life insurance policies was $ 100.6 million and $ 133.5 million as of December 31, 2022 and 2021, respectively, and is classified in other assets in our consolidated balance

The aggregate cash surrender value of these life insurance policies was $ 112.7 million and

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

$ 100.6 million as of December 31, 2023 and 2022, respectively, and is classified in other assets in our consolidated balance sheets.

The DCP liability was $ 114.7 million and $ 98.6 million as of December 31, 2023 and 2022, respectively, and is classified in other long-term liabilities in our consolidated balance sheets.

5 unchanged sentences

SHARE REPURCHASES AND DIVIDENDS

Available Shares

We currently have approximately 11.7 million shares of common stock reserved for future grants under the Republic Services, Inc.

2021 Stock Incentive Plan.

Share Repurchases

In October 2020, our Board of Directors approved a $ 2.0 billion share repurchase authorization effective starting January 1, 2021 and extending through December 31, 2023.

In October 2023, our Board of Directors approved a $ 3.0 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026.

Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.

While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors.

The share repurchase program may be extended, suspended or discontinued at any time.

On a quarterly basis, our Board of Directors reviews the intrinsic value of our stock and the parameters around which we repurchase our shares.

Share repurchase activity during the years ended December 31, 2023, 2022 and 2021 follows (in millions except per share amounts):

3 unchanged sentences

Weighted average cost per share $ 145.72 $ 124.02 $ 116.09

The average price paid per share, total repurchase costs and approximate maximum dollar value of the shares that may yet be purchased under the plans or programs exclude a 1% excise tax.

As of December 31, 2023, 2022 and 2021 there were no repurchased shares pending settlement.

In October 2020, our Board of Directors approved a $ 2.0 billion share repurchase authorization effective starting January 1, 2021 and extending through December 31, 2023.

Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.

The share repurchase program may be extended, suspended or discontinued at any time.

As of December 31, 2023, the remaining authorized purchase capacity under our October 2023 repurchase program was $ 3.0 billion.

On a quarterly basis, our Board of Directors reviews the intrinsic value of our stock and the parameters around which we repurchase our shares.

In October 2023, our Board of Directors approved a quarterly dividend of $ 0.535 per share.

20 unchanged sentences

Effect of dilutive securities:

Options to purchase common stock — — 52

Unvested RSU awards 104 152 266

3 unchanged sentences

During each of the years ended December 31, 2023, 2022 and 2021 there were less than 0.1 million antidilutive securities outstanding.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

SEGMENT REPORTING

Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3.

Group 1 is our recycling and solid waste business operating primarily in geographic areas located in the western United States.

Group 2 is our recycling and solid waste business operating primarily in geographic areas located in the southeastern and mid-western United States and the eastern seaboard of the United States.

Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States.

Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada.

Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada.

1 unchanged sentence

Prior to the third quarter of 2022, our environmental services operating segment, now referred to as our Group 3 reportable segment, was aggregated with Corporate entities and other.

We generated $ 169.9 million and $ 90.2 million of revenue in Canada for the years ended December 31, 2023 and 2022, respectively.

There was no revenue generated in Canada during 2021.

As of December 31, 2023 and 2022, we had $ 136.8 million and $ 47.7 million, respectively, of long-lived assets in Canada.

The remainder of our revenue and assets were related to our United States operations.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations.

Summarized financial information concerning our reportable segments for the years ended December 31, 2023, 2022 and 2021 follows:

Group 1 Group 2 Recycling & Solid Waste Subtotal Group 3

Group 1 Group 2 Recycling & Waste Subtotal (1)

(Environmental Solutions) Corporate entities and other Total

1 unchanged sentence

Intercompany Revenue ( 1,170.8 ) ( 1,008.4 ) ( 2,179.2 ) ( 58.8 ) ( 76.2 ) ( 2,314.2 )

Revenue Allocations 95.8 90.6 186.4 ( 19.9 ) ( 166.5 ) —

Net Revenue $ 6,694.2 $ 6,645.4 $ 13,339.6 $ 1,624.9 $ — $ 14,964.5

Gross Adjusted EBITDA $ 1,979.4 $ 1,685.9 $ 3,665.3 $ 253.7 $ 10.3 $ 3,929.3

Adjusted EBITDA allocations 27.5 25.4 52.9 ( 42.6 ) ( 10.3 ) —

Net Adjusted EBITDA $ 2,006.9 $ 1,711.3 $ 3,718.2 $ 211.1 $ — $ 3,929.3

Adjusted EBITDA margin 32.2 % 28.2 % 30.2 % 17.4 % — % 29.1 %

Adjusted EBITDA $ 2,134.7 $ 1,964.0 $ 4,098.7 $ 348.4 $ — $ 4,447.1

Capital Expenditures $ 707.4 $ 540.1 $ 1,247.5 $ 146.2 $ 237.4 $ 1,631.1

2 unchanged sentences

Intercompany Revenue ( 1,089.6 ) ( 945.0 ) ( 2,034.6 ) ( 46.6 ) ( 52.7 ) ( 2,133.9 )

Revenue Allocations 103.5 99.0 202.5 ( 7.7 ) ( 194.8 ) —

Net Revenue $ 6,120.5 $ 6,182.6 $ 12,303.1 $ 1,208.2 $ — $ 13,511.3

Gross Adjusted EBITDA $ 1,841.1 $ 1,494.8 $ 3,335.9 $ 44.6 $ 3.0 $ 3,383.5

Adjusted EBITDA allocations 1.6 1.4 3.0 — ( 3.0 ) —

Net Adjusted EBITDA $ 1,842.7 $ 1,496.2 $ 3,338.9 $ 44.6 $ — $ 3,383.5

Adjusted EBITDA margin 32.6 % 27.6 % 30.2 % 20.0 % — % 30.0 %

Adjusted EBITDA $ 1,967.4 $ 1,750.8 $ 3,718.2 $ 211.1 $ — $ 3,929.3

Capital Expenditures $ 620.1 $ 533.5 $ 1,153.6 $ 141.7 $ 158.7 $ 1,454.0

2 unchanged sentences

Intercompany Revenue ( 1,056.8 ) ( 919.3 ) ( 1,976.1 ) ( 19.5 ) ( 30.5 ) ( 2,026.1 )

Revenue Allocations 102.6 96.5 199.1 — ( 199.1 ) —

Net Revenue $ 5,556.9 $ 5,515.2 $ 11,072.1 $ 222.9 $ — $ 11,295.0

Gross Adjusted EBITDA $ 1,639.8 $ 1,267.1 $ 2,906.9 $ 27.5 $ 54.9 $ 2,989.3

Adjusted EBITDA allocations 29.0 25.9 54.9 — ( 54.9 ) —

Net Adjusted EBITDA $ 1,668.8 $ 1,293.0 $ 2,961.8 $ 27.5 $ — $ 2,989.3

Adjusted EBITDA margin 32.3 % 26.7 % 29.7 % 19.0 % — % 29.4 %

Adjusted EBITDA $ 1,812.8 $ 1,526.1 $ 3,338.9 $ 44.6 $ — $ 3,383.5

Capital Expenditures $ 601.9 $ 541.8 $ 1,143.7 $ 50.8 $ 121.8 $ 1,316.3

Total Assets $ 12,199.2 $ 9,926.9 $ 22,126.1 $ 1,211.6 $ 1,617.3 $ 24,955.0

(1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments.

Corporate functions include legal, tax, treasury, information technology, risk management, human resources, closed landfills, and other administrative functions.

National Accounts revenue included in Corporate entities and other represents the portion of revenue generated from nationwide and regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators.

Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate Adjusted EBITDA.

As presented in the tables below, Adjusted EBITDA reflects certain adjustments for US Ecology, Inc., acquisition, integration and deal costs, (income) losses from unconsolidated equity method investments, losses on extinguishment of debt, adjustments to withdrawal liabilities for a multiemployer pension fund and restructuring expenses.

This presentation is consistent with how our CODM reviews results of operations to make resource allocation decisions.

Intercompany revenue reflects transactions within and between segments that generally are made on a basis intended to reflect the market value of such services.

2 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Corporate functions include legal, tax, treasury, information technology, risk management, human resources, closed landfills and other administrative functions.

Revenue and overhead costs generated by Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis amongst our reportable segments to calculate EBITDA and Adjusted EBITDA.

This presentation is consistent with how our chief operating decision maker reviews results of operations to make resource allocation decisions.

Net Adjusted EBITDA reflects the allocation of Gross Adjusted EBITDA from Corporate entities and other to our reportable segments.

As presented in the tables below, Adjusted EBITDA reflects certain adjustments for US Ecology deal and integration costs, losses on equity method investments, (gains) losses on business divestitures, restructuring expenses, adjustments to withdrawal liabilities from multi-employer pension funds, accelerated vesting of compensation expense related to the 2021 CEO transition, loss on extinguishment of debt and other related costs and Bridgeton insurance recovery.

The following table calculates our EBITDA and EBITDA margin for the years ended December 31, 2022, 2021 and 2020 (in millions of dollars and as a percentage of revenue):

2022 2021 2020

Net income attributable to Republic Services, Inc.

A reconciliation of the Company's single measure of segment profitability (segment Adjusted EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows for the years ended December 31, 2023, 2022 and 2021 (in millions of dollars and as a percentage of revenue):

2023 2022 2021

Net income attributable to noncontrolling interests — 1.9 2.4

Provision for income taxes 343.9 282.8 173.1

Group 1 Adjusted EBITDA $ 2,134.7 $ 1,967.4 $ 1,812.8

Group 2 Adjusted EBITDA 1,964.0 1,750.8 1,526.1

Group 3 Adjusted EBITDA 348.4 211.1 44.6

Total Adjusted EBITDA 4,447.1 3,929.3 3,383.5

Other expense (income), net ( 7.5 ) 2.3 0.5

3 unchanged sentences

Accretion 97.9 89.6 82.7

EBITDA and EBITDA margin $ 3,667.3 27.1 % $ 3,155.9 27.9 % $ 2,647.8 26.1 %

The following table calculates our adjusted EBITDA and adjusted EBITDA margin for the years ended December 31, 2022, 2021 and 2020 (in millions of dollars and as a percentage of revenue):

2022 2021 2020

EBITDA $ 3,667.3 27.1 % $ 3,155.9 27.9 % $ 2,647.8 26.1 %

Loss from unconsolidated equity method investment 165.6 188.5 118.2

Loss from unconsolidated equity method investments 94.3 165.6 188.5

Adjustment to withdrawal liability for multiemployer pension funds

6 unchanged sentences

Loss on extinguishment of debt and other related costs 0.2 — —

Bridgeton insurance recovery — — ( 10.8 )

Total adjustments 262.0 227.6 341.5

Adjusted EBITDA and adjusted EBITDA margin $ 3,929.3 29.1 % $ 3,383.5 30.0 % $ 2,989.3 29.4 %

Income before income taxes $ 2,191.5 $ 1,831.5 $ 1,575.1

REPUBLIC SERVICES, INC.

39 unchanged sentences

Substantially all of the deferred revenue recognized as of December 31, 2022 was recognized as revenue during 2023 when the service was performed.

Our large-container customers are typically billed on a monthly basis based on the nature of the services provided during the period.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our large-container customers are typically billed on a monthly basis based on the nature of the services provided during the period.

Revenue recognized under these agreements is variable in nature based on the number of residential homes or businesses serviced during the period, the frequency of collection and the volume of material collected.

13 unchanged sentences

For certain field and industrial services contracts, we have a right to consideration from our customers in an amount that corresponds directly with the value to the customer of the Company's performance completed to date.

Therefore, we have applied the practice expedient to recognize revenue in the amount to which we have the right to invoice.

Therefore, we have applied the practical expedient to recognize revenue in the amount to which we have the right to invoice.

Recycling Processing and Commodity Sales

19 unchanged sentences

During the years ended December 31, 2023, 2022 and 2021, we amortized $ 14.5 million, $ 13.4 million and $ 12.5 million, respectively, of capitalized sales commissions to selling, general and administrative expenses, and $ 5.1 million, $ 5.7 million and $ 6.4 million, respectively, of other deferred contract costs as a reduction of revenue.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) BY COMPONENT

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

A summary of changes in accumulated other comprehensive loss, net of tax, by component, for the years ended December 31, 2023, 2022 and 2021 follows:

1 unchanged sentence

Balance as of December 31, 2020

Other comprehensive (loss) income before reclassifications ( 22.5 ) 2.1 — ( 20.4 )

$ ( 30.4 ) $ 18.0 $ — $ ( 12.4 )

Other comprehensive loss before reclassifications — ( 5.8 ) — ( 5.8 )

Amounts reclassified from accumulated other comprehensive loss 4.6 ( 1.0 ) — 3.6

Net current-period other comprehensive (loss) income ( 16.7 ) 2.1 — ( 14.6 )

Net current-period other comprehensive income (loss) 4.6 ( 6.8 ) — ( 2.2 )

Balance as of December 31, 2021

( 25.8 ) 11.2 — ( 14.6 )

Other comprehensive loss before reclassifications — ( 5.8 ) — ( 5.8 )

Other comprehensive income (loss) before reclassifications 8.4 ( 1.6 ) ( 5.0 ) 1.8

Amounts reclassified from accumulated other comprehensive loss 1.1 ( 0.4 ) — 0.7

7 unchanged sentences

$ ( 11.6 ) $ 8.9 $ ( 9.4 ) $ ( 12.1 )

A summary of reclassifications out of accumulated other comprehensive income (loss) for the years ended December 31, 2022, 2021 and 2020 follows:

A summary of reclassifications out of accumulated other comprehensive loss for the years ended December 31, 2023, 2022 and 2021 follows:

Amount Reclassified from Accumulated Other Comprehensive Loss

Details about Accumulated Other Comprehensive Loss Components 2023 2022 2021 Affected Line Item in the Statement Where Net Income is Presented

(Loss) gain on cash flow hedges:

Gain (loss) on cash flow hedges:

Terminated interest rate locks $ ( 5.1 ) $ ( 5.9 ) $ ( 6.2 ) Interest expense

1 unchanged sentence

Total before tax 12.6 ( 1.5 ) ( 6.2 )

Tax benefit 0.4 1.6 2.1

Tax (provision) benefit ( 3.3 ) 0.4 1.6

Net of tax 9.3 ( 1.1 ) ( 4.6 )

1 unchanged sentence

Pension settlement 0.6 0.5 1.3 Other income

Tax expense ( 0.1 ) ( 0.3 ) —

Tax provision ( 0.2 ) ( 0.1 ) ( 0.3 )

Net of tax 0.4 0.4 1.0

Total gain (loss) reclassified into earnings, net of tax

Total income (loss) reclassified into earnings, net of tax

$ 9.7 $ ( 0.7 ) $ ( 3.6 )

3 unchanged sentences

The effect of our derivative instruments in fair value and cash flow hedging relationships on the consolidated statements of income for the years ended December 31, 2023, 2022 and 2021 follows (in millions):

Classification and Amount of Gain (Loss) Recognized in Income on Fair Value and Cash Flow Hedging Relationships

Classification and Amount of (Loss) Gain Recognized in Income on Fair Value and Cash Flow Hedging Relationships

2023 2022 2021

2 unchanged sentences

The effects of fair value and cash flow hedging relationships in Subtopic 815-20:

Gain (loss) on fair value hedging relationships:

(Loss) gain on fair value hedging relationships:

Interest rate swaps:

Net swap settlements $ ( 2.2 ) $ 2.9 $ 7.9

Net periodic (loss) earnings $ ( 3.3 ) $ ( 0.1 ) $ 2.0

Effect of dedesignation $ — $ — $ 4.7

Net periodic loss $ ( 1.1 ) $ ( 3.3 ) $ ( 0.1 )

(Loss) gain on cash flow hedging relationships:

3 unchanged sentences

The effects of derivative instruments not in Subtopic 815-20:

Loss on free-standing derivative instruments:

Gain (loss) on free-standing derivative instruments:

Interest rate swaps:

Loss on change in fair value of free-standing derivative instruments $ ( 5.0 ) $ ( 4.4 ) $ ( 0.1 )

Gain (loss) on change in fair value of free-standing derivative instruments $ 1.0 $ ( 5.0 ) $ ( 4.4 )

Interest rate contract:

Net gain (loss) on change in fair value of free-standing derivative instruments $ 2.1 $ 0.3 $ ( 2.7 )

Net (loss) gain on change in fair value of free-standing derivative instruments $ ( 1.9 ) $ 2.1 $ 0.3

Fair Value Measurements

9 unchanged sentences

(Level 2) Significant

Money market mutual funds $ 38.3 $ 38.3 $ 38.3 $ — $ —

Money market mutual funds - restricted cash and marketable securities and other assets $ 43.1 $ 43.1 $ 43.1 $ — $ —

Bonds - restricted cash and marketable securities and other assets

76.3 76.3 — 76.3 —

Derivative and hedging assets - other assets 105.8 105.8 — 105.8 —

Derivative and hedging assets - other assets, prepaid expenses and other current assets 78.3 78.3 — 78.3 —

Total assets $ 197.7 $ 197.7 $ 43.1 $ 154.6 $ —

10 unchanged sentences

Total assets $ 201.0 $ 201.0 $ 38.3 $ 162.7 $ —

Other derivative liabilities - other long-term liabilities $ 50.7 $ 50.7 $ — $ 50.7 $ —

Derivative and hedging liabilities - other accrued liabilities and other long-term liabilities $ 102.0 $ 102.0 $ — $ 102.0 $ —

Contingent consideration - other accrued liabilities and other long-term liabilities 65.1 65.1 — — 65.1

7 unchanged sentences

In 2015, we entered into a waste management contract with the County of Sonoma, California to operate the county's waste management facilities.

As of December 31, 2022, the Sonoma contingent consideration represents the fair value of $ 60.2 million payable to the County of Sonoma based on the achievement of future annual tonnage targets through the expected remaining capacity of the landfill.

The potential undiscounted amount of all future contingent payments that we could be required to make under the waste management contract is estimated to be between approximately $ 78 million and $ 113 million.

As of December 31, 2023, the Sonoma contingent consideration represents the fair value of $ 58.8 million payable to the County of Sonoma based on the achievement of future annual tonnage targets through the expected

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

remaining capacity of the landfill.

During 2023, the activity in the contingent consideration liability included accretion, which was offset by concession payments made in the ordinary course of business.

43 unchanged sentences

The following table summarizes our restricted cash and marketable securities as of December 31:

Financing proceeds $ — $ 12.4

Capping, closure and post-closure obligations $ 43.2 $ 39.1

43 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data