What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-14 compared with 2024-02-29 · 302 added, 573 removed, 1438 unchanged (38% of the section changed)

31 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Landfill Development Asset Amortization

Description of the Matter At December 31, 2023, the net book value of the Company’s landfill development assets totaled $4,745.4 million, and the associated landfill development asset amortization expense for 2023 was $470.9 million.

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 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.

How We Addressed the Matter in Our Audit Auditing landfill development asset amortization expense is complex due to the highly judgmental nature of the assumptions used in the calculation of the expense and required the involvement of specialists to assist us with evaluating estimated future development costs and certain assumptions to project total estimated available airspace.

We tested controls that address the risks of material misstatement relating to the measurement and valuation of landfill development asset amortization expense.

For example, we tested controls over the estimation of future landfill development costs and management’s review of the assumptions to project total estimated available airspace.

To test the landfill development asset amortization expense, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above related to the underlying cost and airspace data used by the Company.

We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting the same type of waste.

We also tested the completeness and accuracy of the historical data utilized in the development of the amortization expense.

Regarding available airspace, we evaluated the Company’s estimation of the landfill disposal capacity through a comparison of airspace to historical estimates and annual aerial surveys.

We involved EY engineering specialists to assist us with evaluating estimated future development costs and certain assumptions to project total estimated available airspace.

Landfill Development Asset Depletion

Description of the Matter Landfill development asset depletion expense for the year ended December 31, 2024 was $408 million As discussed in Note 2, management updates the assumptions used to estimate the landfill development asset depletion expense at least annually, or more often if there is a significant change in facts and circumstances related to a landfill.

Significant assumptions used in the calculation of the expense include estimated future development costs and available disposal capacity.

Auditing landfill development asset depletion expense is complex due to the highly judgmental nature of the significant assumptions, as discussed above, used in the calculation of the expense.

How We Addressed the Matter in Our Audit We obtained an understanding of, evaluated the design, and tested the operating effectiveness of the Company’s controls over landfill development asset depletion expense.

Our audit procedures included, among others, testing controls over the Company’s process for evaluating and updating the significant assumptions used in the calculation of landfill development asset depletion expense and the accuracy of depletion expense recorded.

To test the landfill development asset depletion expense, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed above.

To test the future development costs, we compared the estimated costs used by management to comparable landfills accepting the same type of waste.

We also tested the completeness and accuracy of the data utilized in the development of depletion expense.

Regarding disposal capacity, we evaluated the Company’s annual utilization and estimation of the landfill disposal capacity through a comparison of airspace to historical estimates and annual aerial surveys.

In addition, we considered the professional qualifications and objectivity of management’s specialist responsible for performing the aerial surveys.

We involved EY engineering specialists to assist us with evaluating estimated future development costs.

Landfill Final Capping, Closure and Post-Closure Costs

Description of the Matter At December 31, 2024, the carrying value of the Company’s landfill final capping, closure and post-closure costs totaled $ 2,144 million.

As discussed in Notes 2 and 8 to the consolidated financial statements, asset retirement obligations for final capping, closure and post-closure are measured at their estimated fair value.

Management updates the assumptions used to estimate asset retirement obligations at least annually, or more often if significant facts change.

These assumptions include estimated future costs associated with the final capping, closure and post-closure activities at each landfill, airspace consumed to date, estimated available airspace, projected annual tonnage volume, projected timing of capping, closure and post-closure activities and estimated inflation and discount rates.

These assumptions have a significant effect on the estimated asset retirement obligation.

How We Addressed the Matter in Our Audit Auditing the landfill asset retirement obligation is complex due to the highly judgmental nature of the assumptions used in the measurement process and required the involvement of specialists to assist us with evaluating the costs estimated for the capping, closure and post-closure activities and certain assumptions to project total estimated available airspace.

We tested controls that address the risks of material misstatement relating to the completeness, measurement and valuation of the asset retirement obligation.

For example, we tested controls over management’s development of the landfill asset retirement obligation models to estimate the future liability and management’s review of data inputs and projections.

To test the landfill asset retirement obligation, our audit procedures included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate (e.g., gas monitoring and leachate management) and testing the significant assumptions discussed above, as well as the underlying costs and other estimates used by the Company in its development of these assumptions.

We compared the significant assumptions used by management to historical trends and, when available, to comparable size landfills accepting the same type of waste.

We also tested the completeness and accuracy of the historical data utilized in preparing the estimate.

We involved EY engineering specialists to assist us with evaluating the costs estimated for the capping, closure and post-closure activities and the reasons for significant changes in assumptions from historical trends and determined whether the change from the historical trend was appropriate and identified timely.

EY engineering specialists were also involved in evaluating certain assumptions to project total estimated available airspace.

As discussed in Notes 2 and 8 of the consolidated financial statements, management updates the assumptions used to estimate the asset retirement obligations at least annually, or more often if there is a significant change in facts and circumstances related to a landfill.

These assumptions include estimated future costs associated with the final capping, closure and post-closure activities at each landfill, projected timing of capping, and estimated inflation rate.

Auditing the landfill asset retirement obligations is complex due to the highly judgmental nature of the significant assumptions, as discussed above, used in the calculation of the asset retirement obligations.

How We Addressed the Matter in Our Audit We obtained an understanding of, evaluated the design, and tested the operating effectiveness of the Company’s controls over the calculation of asset retirement obligations.

Our procedures included, among others, testing controls over the Company’s process for evaluating and updating the significant assumptions used in the calculation of the landfill asset retirement obligations and the accuracy of the asset retirement obligations recorded.

To test the landfill asset retirement obligations, our audit procedures included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate and testing the significant assumptions discussed above.

To test the estimated future costs, we compared the estimated future costs used by management to comparable landfills accepting the same type of waste.

We also tested the completeness and accuracy of the data utilized in preparing the cost estimate.

Regarding the projected timing of capping assumption, we evaluated the Company’s annual utilization and estimation of the landfill disposal capacity through a comparison of airspace to historical estimates and annual aerial surveys.

We also performed a sensitivity analysis of the inflation rate assumption.

In addition, we considered the professional qualifications and objectivity of management’s specialist responsible for performing the aerial surveys.

We involved EY engineering specialists to assist us with evaluating assumptions used in estimated costs for the capping, closure and post-closure activities.

/s/ Ernst & Young LLP

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Republic Services, Inc.

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 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, 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, 2024, and the related notes and our report dated February 13, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Accounts receivable, less allowance for doubtful accounts and other of $ 74 and $ 83 , respectively

1,768.4 1,677.2

Prepaid expenses and other current assets 511 473

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Cost of operations 9,350 8,943 8,205

Depreciation, amortization and depletion 1,501.4 1,351.6 1,185.5

Depreciation, depletion and amortization 1,677 1,501 1,352

Accretion 107 98 89

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Adjustment to withdrawal liability for multiemployer pension funds

4.5 ( 1.6 ) —

(Gain) loss on business divestitures and impairments, net ( 3.6 ) ( 6.3 ) 0.5

Gain on business divestitures and impairments, net ( 1 ) ( 4 ) ( 6 )

Restructuring charges 29 33 27

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Net income attributable to non-controlling interests in consolidated subsidiary

( 0.4 ) — ( 1.9 )

Net income attributable to Republic Services, Inc.

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Other comprehensive (income) loss, net of tax ( 14 ) — 3

Hedging activity:

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

Unrealized gain 14.0 8.4 —

Pension activity:

Change in funded status of pension plan obligations ( 0.3 ) ( 2.0 ) ( 6.8 )

Foreign currency activity:

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

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

Comprehensive income 2,030 1,731 1,491

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Paid-In Capital Retained Earnings Treasury

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

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

Shares Amount Shares Amount

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Net income — — — 1,488 — — — — 1,488

Change in the value of derivative instruments, net of tax of $ 1.6

— — — — — — 4.6 — 4.6

Employee benefit plan liability adjustments, net of tax of $( 2.4 )

— — — — — — ( 6.8 ) — ( 6.8 )

Other comprehensive income (loss) — — — — — — 3 — 3

Cash dividends declared — — — ( 603 ) — — — — ( 603 )

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Net income — — — 1,731 — — — — 1,731

Change in the value of derivative instruments, net of tax of $ 3.4

— — — — — — 9.5 — 9.5

Employee benefit plan liability adjustments, net of tax of $( 0.7 )

— — — — — — ( 2.0 ) — ( 2.0 )

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

Other comprehensive income (loss) — — — — — — — — —

Cash dividends declared — — — ( 650 ) — — — — ( 650 )

8 unchanged sentences

Net income — — — 2,043 — — — 1 2,044

Change in the value of derivative instruments, net of tax of $ 1.7

— — — — — — 4.7 — 4.7

Employee benefit plan liability adjustments, net of tax of $( 0.1 )

— — — — — — ( 0.3 ) — ( 0.3 )

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

Other comprehensive (loss) income — — — — — — ( 14 ) — ( 14 )

Cash dividends declared — — — ( 699 ) — — — — ( 699 )

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— — — — ( 3 ) ( 494 ) — — ( 494 )

Shares returned to unissued status ( 8 ) — ( 1,195 ) — 8 1,195 — — —

Distributions paid

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Adjustments to reconcile net income to cash provided by operating activities:

Depreciation, amortization, depletion and accretion 1,599.3 1,441.2 1,268.2

Depreciation, depletion, amortization and accretion 1,784 1,599 1,441

Non-cash interest expense 71 86 72

48 unchanged sentences

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 services operating segment, now referred to as our Group 3 reportable segment, was aggregated with Corporate entities and other.

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

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

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All material intercompany accounts and transactions have been eliminated in consolidation.

For comparative purposes, certain prior year amounts have been reclassified to conform to the current year presentation.

For comparative purposes, certain prior year amounts have been reclassified to conform to the current year presentation and are not material to our consolidated financial statements.

All dollar amounts in tabular presentations are in millions, except per share amounts and unless otherwise noted.

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We must make these estimates and assumptions because certain information we use is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies.

In preparing our financial statements, the more critical and subjective areas that deal with the greatest amount of uncertainty relate to our accounting for our long-lived assets, including recoverability, landfill development costs and final capping, closure and post-closure costs;

our valuation allowances for accounts receivable and deferred tax assets;

In preparing our financial statements, the more significant and subjective areas that deal with the greatest amount of uncertainty relate to our accounting for our long-lived assets, including recoverability, landfill development costs and final capping, closure and post-closure costs;

our liabilities for potential litigation, claims and assessments;

our liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions and insurance reserves;

and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.

our liabilities for environmental remediation, deferred taxes, uncertain tax positions and insurance reserves;

and our estimates of the fair values of assets acquired and liabilities assumed in acquisitions.

Each of these items is discussed in more detail elsewhere in these Notes to Consolidated Financial Statements.

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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

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

We establish an allowance

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

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

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Our receivables are recorded when billed or when the related revenue is earned and represent claims against third parties that will be settled in cash.

The carrying value of our receivables, net of the allowance for doubtful accounts and customer credits, represents their estimated net realizable value.

The carrying value of our receivables, net of the allowance for doubtful accounts and customer credits, represents the estimated net realizable value.

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

2 unchanged sentences

We monitor our credit exposure on an ongoing basis and assess whether assets in the pool continue to display similar risk characteristics.

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

The following table reflects the activity in our allowance for doubtful accounts for the years ended December 31:

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We record property and equipment at cost.

Expenditures for major additions and improvements to facilities are capitalized, while maintenance and repairs are charged to expense as incurred.

Expenditures for major additions and improvements to facilities are capitalized, while maintenance and repairs are expensed as incurred.

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.

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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.

We depreciate assets over their estimated useful lives using the straight-line method.

We depreciate property and equipment over their estimated useful lives using the straight-line method.

We assume no salvage value for our depreciable property and equipment.

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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, closure and post-closure assets.

These costs are amortized or depleted based on consumed airspace.

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,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

closure and post-closure assets.

These costs are depleted or amortized based on consumed airspace.

All indirect landfill development costs are expensed as incurred.

5 unchanged sentences

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

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.

Interest capitalized was $ 11 million for the year ended December 31, 2024, $ 8 million for the year ended December 31, 2023 and $ 5 million for the year ended December 31, 2022.

Fair Value of Financial Instruments

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The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models and similar techniques.

See Note 12, Employee Benefit Plans, and Note 18, Financial Instruments, for fair value disclosures related to our defined benefit pension plan investments and financial instruments, respectively.

See Note 18, Financial Instruments, for fair value disclosures related to our financial instruments.

Investments Other Than Derivatives

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These investments are included in Level 2 and consist primarily of corporate bonds, foreign government bonds, real estate investment trusts and certain agency securities.

Derivative Financial Instruments

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

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, 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).

These instruments are recognized in the balance sheet as assets or liabilities, as appropriate.

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 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 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 .

Landfill and Environmental Costs

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• We own the land associated with the expansion airspace or control it pursuant to an option agreement;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• We are committed to supporting the expansion project financially and with appropriate resources;

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We continually monitor our progress toward obtaining permits for each of our sites with probable airspace.

If we determine that a landfill expansion area no longer meets our criteria, the probable expansion airspace is removed from the landfill’s total available capacity and the rates used at the landfill to deplete costs to acquire, construct, cap, close and maintain a site during the post-closure period are adjusted accordingly.

If we determine that a landfill expansion area no longer meets our criteria, the probable expansion airspace is removed from the landfill’s total available disposal capacity and the rates used at the landfill to deplete costs to acquire, construct, cap, close and maintain a site during the post-closure period are adjusted accordingly.

In addition, any amounts capitalized for the probable expansion airspace are charged to expense in the period in which it is determined that the criteria are no longer met.

1 unchanged sentence

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

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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.

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If the landfill meets our expansion criteria, the purchase price is further allocated between permitted airspace and expansion airspace based on the respective ratios to total available airspace.

Landfill purchase price is amortized using the units-of-consumption method over the total available airspace, including probable expansion airspace, where appropriate.

Landfill purchase price is depleted using the units-of-consumption method over the total available airspace, including probable expansion airspace, where appropriate.

Final Capping, Closure and Post-Closure Costs

3 unchanged sentences

We define final capping as activities required to permanently cover a portion of a landfill that has been completely filled with waste.

Final capping typically includes installing flexible membrane and geosynthetic clay liners, drainage and compact soil layers and topsoil and is constructed over an area of the landfill where total airspace capacity has been consumed and waste disposal operations have ceased.

Final capping typically includes installing flexible membrane and geosynthetic clay liners, drainage and compact soil layers and topsoil and is constructed over an area of the landfill where total available disposal capacity has been consumed and waste disposal operations have ceased.

These final capping activities occur in phases as needed throughout the operating life of a landfill as specific areas are filled to capacity and the final elevation for that specific area is reached in accordance with the provisions of the operating permit.

2 unchanged sentences

We amortize the asset recorded pursuant to this approach as waste volume related to the capacity covered by the capping event is placed into the landfill based on the consumption of cubic yards of available airspace.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Closure and post-closure

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The post-closure period generally runs for 30 years after final site closure for municipal solid waste landfills and a shorter period for construction and demolition landfills and inert landfills.

We recognize asset retirement obligations and the related amortization expense for closure and post-closure (excluding obligations for final capping) using the units-of-consumption method over the total remaining capacity of the landfill, including probable expansion airspace, where appropriate.

We recognize asset retirement obligations and the related amortization expense for closure and post-closure (excluding obligations for final capping) using the units-of-consumption method over the total remaining disposal capacity of the landfill, including probable expansion airspace, where appropriate.

Estimated future expenditures

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

Our inflation rate was

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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.

Our inflation rate was 2 % for the year ended December 31, 2024, which was primarily based on the twenty-year historical moving average increase of the United States Core Consumer Price Index.

Our inflation rate was 2 % for each of the years ended December 31, 2023 and 2022, which was 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.

12 unchanged sentences

These costs include, among other things, leachate treatment and disposal, methane gas and groundwater monitoring and systems maintenance, interim cap maintenance, costs associated with the application of daily cover materials and the legal and administrative costs of ongoing environmental compliance.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Environmental Liabilities

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We accrue for costs associated with environmental remediation obligations when such costs are probable and reasonably estimable in accordance with accounting for loss contingencies.

We periodically review the status of all environmental matters and update our estimates of the likelihood of and future expenditures for remediation as necessary.

Changes in the liabilities resulting from these reviews are recognized currently in earnings in the period in which the adjustment is known.

Changes in our liabilities are recognized currently in earnings in the period in which the adjustment is known.

Adjustments to estimates are reasonably possible in the near term and may result in changes to recorded amounts.

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These adjustments are charged to operating income when they are known.

We perform a comprehensive review of our environmental obligations annually and also review changes in facts and circumstances associated with these obligations at least quarterly.

We perform a comprehensive review of our environmental obligations annually and also review changes in facts and circumstances associated with these obligations at least quarterly and update our estimates of the likelihood of and future expenditures for remediation as necessary.

We have not reduced the liabilities we have recorded for recoveries from other potentially responsible parties or insurance companies.

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(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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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;

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If the carrying value exceeds the fair value, impairment is recognized for the difference.

As of October 1, 2023, we utilized a qualitative approach and performed an evaluation of circumstances and events impacting our reporting units to determine the likelihood of goodwill impairment.

As of October 1, 2024, we performed a qualitative assessment to evaluate circumstances and events impacting our reporting units to determine the likelihood of goodwill impairment.

Examples of such events or circumstances include:

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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.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Asset Impairments

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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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

undiscounted future cash flows over its remaining life.

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.

1 unchanged sentence

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

No impairment losses were recorded for long-lived assets during the years ended December 31, 2024, 2023 or 2022.

Insurance Reserves

6 unchanged sentences

however, the insurance liabilities we assumed in business combinations are recorded at estimated fair value, and therefore have been discounted to present value based on our estimate of the timing of the related cash flows.

Costs Associated with Exit Activities

We record costs associated with exit activities such as employee termination benefits that represent a one-time benefit when management approves and commits to a plan of termination, and communicates the termination arrangement to the employees, or over the future service period, if any.

Other costs associated with exit activities may include contract termination costs, including facility and employee relocation costs.

Contingent Liabilities

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We accrue for loss contingencies when such amounts are probable and reasonably estimable.

If a contingent liability is only reasonably possible, we disclose the potential range of the loss, if estimable.

If a contingent liability is only reasonably possible, we disclose the potential range of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

loss, if estimable.

Contingent liabilities recorded in purchase accounting are recorded at their fair values.

1 unchanged sentence

Accumulated Other Comprehensive Income

Accumulated other comprehensive income is a component of stockholders’ equity and includes the effective portion of the net changes in fair value of our cash flow hedges, amortization of our interest rate locks, certain adjustments to liabilities associated with our employee defined benefit pension plan liabilities, net of tax, and foreign currency translation adjustments.

Accumulated other comprehensive income is a component of stockholders’ equity and includes the amortization of our settled interest rate locks, certain adjustments to liabilities associated with our employee defined benefit pension plan liabilities, net of tax, and foreign currency translation adjustments.

Revenue Recognition

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Advance billings are recorded as deferred revenue, and revenue is recognized over the period services are provided.

We recognize revenue when control is transferred to the customer, generally at the time we provide a service.

measured as the amount of consideration we expect to receive in exchange for providing a service.

We make payments

to certain of our customers, including payments to our municipal customers or commodity rebates to customers in our recycling business, which reduce the amount of revenue we recognize.

We recognize revenue, net of tax, when control is transferred to the customer, generally at the time we provide a service.

Revenue is measured as the amount of consideration we expect to receive in exchange for providing a service.

We make payments to certain of our customers, including payments to our municipal customers or commodity rebates to customers in our recycling business, which reduce the amount of revenue we recognize.

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.

1 unchanged sentence

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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

9 unchanged sentences

Under this method, the investment tax credits are recognized as a reduction to income tax expense in the year they are earned.

Defined Benefit Pension Plan

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 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.

However, the benefits of all current Plan participants are frozen.

Our pension contributions are made in accordance with funding standards established by the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code, as amended by the Pension Protection Act of 2006.

The Plan’s assets have been invested as determined by our Employee Benefits Committee.

The Employee Benefits Committee reviews and adjusts the Plan’s asset allocation as deemed necessary.

The benefit obligation and associated income or expense related to the Plan are determined using annually established assumptions for discount rates, expected rates of return and mortality rates.

We determine the discount rate based on a model that matches the timing and amount of expected benefit payments to maturities of high quality bonds priced as of the pension plan measurement date.

When that timing does not correspond to a published high-quality bond rate, our model uses an expected yield curve to determine an appropriate current discount rate.

The yields on the bonds are used to derive a discount rate for the liability.

In developing our expected rate of return assumption, we evaluate long-term expected and historical actual returns on the Plan assets, giving consideration to the asset mix and the anticipated duration of our Plan obligations.

The average rate of compensation increase reflects our expectations of average pay increases over the period benefits are earned.

Our assumptions are reviewed annually and adjusted as deemed necessary.

Equity-Based Compensation Plans

Compensation expense associated with our restricted share units is recognized ratably over the vesting period, or to the employee's retirement eligible date, if earlier.

The fair value of restricted share units is based on the closing market price on the date of the grant.

Compensation expense associated with our performance shares that vest based on future performance targets is measured using the fair value of our common stock at the grant date for the stock-settled, equity classified awards and the fair value of our common stock at the end of each reporting period for the cash-settled, liability classified awards.

Compensation expense is recognized ratably over the performance period based on our estimated achievement of the established performance criteria.

Compensation expense is only recognized for those awards that we expect to vest, which we estimate based on an assessment of the probability that the performance criteria will be achieved.

Income tax related cash flows resulting from equity-based payments are reported as a component of operating activities.

Share Repurchases

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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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

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Our lease terms include options to renew the lease when it is reasonably certain that we will exercise the option.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Certain leases require payments that are variable in nature based on volume measurements, e.g.

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Accounting Standards Adopted

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

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

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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.

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

The Company adopted ASU 2023-07 in this Annual Report on Form 10-K and will adopt the interim disclosures in the first quarter of 2025.

ASU 2023-07 was adopted retrospectively to all periods presented in the financial statements.

The adoption of this standard did not have a material impact on our consolidated financial statements.

See Note 15, Segment Reporting , for additional information and detailed disclosures prepared in accordance with ASU 2023-07.

Accounting Standards Updates Issued but not yet Adopted as of December 31, 2024

Disaggregation of Income Statement Expenses

In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No.

2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (ASU 2024-03).

ASU 2024-03 requires an entity to disclose the amount of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

It also requires an entity to include certain amounts that are already required to be disclosed under GAAP in the same disclosure.

Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of the rules on its future consolidated financial statements.

Climate-Related Disclosures

In March 2024, the SEC adopted Final Rule 33-11275 and 34-99678 - The Enhancement and Standardization of Climate-Related Disclosures for Investors .

The rules require registrants to provide standardized disclosures related to material climate-related risks, governance and risk management strategies, and the financial impact of severe weather events and material Scope 1 and 2 greenhouse gas emissions.

The rules require implementation in phases between 2025 and 2033.

In April 2024, the SEC announced that it would voluntarily stay these rules pending judicial review.

The Company is currently evaluating the impact of the rules on its future consolidated financial statements.

Improvements to Income Tax Disclosures

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We are currently assessing the effect this guidance may have on our 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 to modify 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 topic's amendment will be the date on which the SEC's removal of the topic's related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

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

REPUBLIC SERVICES, INC.

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Allocated as follows:

Restricted cash

Accounts receivable

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Operating right-of-use lease assets

Interest rate swap — 29.1

Parts and supplies

Accounts payable

( 20.6 ) ( 112.4 )

Deferred revenue

( 10.6 ) ( 28.2 )

Environmental remediation liabilities

( 5.7 ) ( 57.5 )

Closure and post-closure liabilities

( 10.9 ) ( 173.3 )

Operating right-of-use lease liabilities

( 14.4 ) ( 57.1 )

Deferred income tax liabilities ( 1 ) ( 25 )

Other liabilities

( 12.6 ) ( 58.5 )

Fair value of tangible assets acquired and liabilities assumed 61 414

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Other intangible assets

$ 203.9 $ 132.9

1,157.9 1,650.7

Total allocated $ 220 $ 1,362

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For the acquisitions that closed during 2024, 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.

As a result, no pro forma financial information is provided.

On May 2, 2022, we acquired all outstanding equity of US Ecology in a transaction valued at $ 2.2 billion.

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

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.

In February 2025, we acquired all of the issued and outstanding shares of COP Shamrock Parent, Inc.

Shamrock is a leading provider of environmental solutions offering industrial waste and wastewater treatment services.

Shamrock’s environmental solutions operations are primarily located in the northeastern and southeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business.

As of February 13, 2025, we paid approximately $ 700 million for acquisitions that closed through that date.

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 2024 and 2023, 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.

We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value (HLBV) method.

In exchange for our non-controlling interests, we made capital contributions of approximately $ 236 million and $ 222 million, which were recorded to other assets in our December 31, 2024 and 2023 consolidated balance sheets, respectively.

During 2023 and 2022, we reduced the carrying value of these investments by approximately $ 102 million and $ 158 million, respectively, as a result of cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements.

During 2024 and 2023, we decreased the carrying value of these investments by approximately $ 254 million and $ 102 million, respectively, as a result of cash distributions and our share of income and loss pursuant to the terms of the limited liability company agreements.

Additionally, our tax provisions reflect benefits of approximately $ 222 million and $ 87 million for the years end December 31, 2024 and 2023, respectively, due to the tax credits related to these investments.

For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2023.

For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of this Annual Report on Form 10-K for the year ended December 31, 2024.

In 2024, 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 certain of our landfill locations in Illinois.

During the year ended December 31, 2024, we invested $ 35 million in the joint venture.

Additionally, our tax provision reflects a benefit of approximately $ 8 million for the year ended December 31, 2024 related to these qualified investments in renewable natural gas projects .

This investment is an unconsolidated variable interest entity (VIE) for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting.

Our risk of loss is materially consistent with our contributions to-date.

In 2024, we acquired a non-controlling equity interest in a thermal processing facility that treats and recycles contaminated soil, hazardous and non-hazardous waste, and contaminated water to expand our environmental services offerings in Canada.

During the year ended December 31, 2024 we invested $ 27 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 a landfill gas-to-energy developer to construct a number of renewable natural gas projects at our landfills across the United States.

Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code.

As of December 31, 2024 and 2023, we had invested approximately $ 270 million and $ 170 million, respectively, in the joint venture.

During the years ended December 31, 2024, 2023 and 2022, we contributed $ 98 million, $ 68 million and $ 137 million, respectively, in the joint venture.

Additionally, our tax provision reflects a benefit of approximately $ 6 million for the year ended December 31, 2024 related to these qualified investments in renewable natural gas projects .

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, 2024 and 2023, we had invested approximately $ 55 million and $ 19 million, respectively, in the joint venture.

During the years ended December 31, 2024, 2023 and 2022, we contributed $ 38 million, $ 9 million and $ 10 million, respectively, in the joint venture.

Our risk of loss is materially consistent with our contributions to-date.

Restructuring Charges

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.

In 2024, 2023 and 2022 we incurred restructuring charges of $ 29 million, $ 33 million, $ 27 million, respectively.

The 2024 charges primarily related to the redesign of our asset management, and customer and order management software systems.

Of the 2023 charges, $ 9 million related to early termination of certain leases and $ 24 million related to the redesign of our asset management, and customer and order management software systems.

The 2022 charges primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems.

We paid $ 25 million, $ 39 million, and $ 20 million during 2024, 2023 and 2022, respectively, related to these restructuring efforts.

REPUBLIC SERVICES, INC.

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Property and equipment, net $ 11,877 $ 11,351

Depreciation, amortization and depletion of property and equipment was $ 1,368.4 million, $ 1,245.6 million and $ 1,111.7 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Depreciation, depletion and amortization of property and equipment was $ 1,517 million, $ 1,368 million and $ 1,246 million for the years ended December 31, 2024, 2023 and 2022, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

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Balance as of December 31, 2023

Acquisitions Divestitures Adjustments to

Acquisitions Balance as of December 31, 2023

Acquisitions Divestitures Adjustments

and Other Balance as of December 31, 2024

Group 1 $ 7,312 $ 161 $ — $ 19 $ 7,492

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Balance as of December 31, 2022

Acquisitions Divestitures Adjustments to

Acquisitions Balance as of December 31, 2022

Acquisitions Divestitures Adjustments

and Other Balance as of December 31, 2023

Group 1 $ 6,638 $ 675 $ — $ ( 1 ) $ 7,312

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Total $ 14,451 $ 1,158 $ ( 2 ) $ 227 $ 15,834

Adjustments to acquisitions during the year ended December 31, 2024 primarily related to changes in our valuation of property, plant and equipment and customer list intangible assets acquired as a result of obtaining new information regarding the acquisitions that closed in 2023 .

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.

REPUBLIC SERVICES, INC.

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Other Intangible Assets, Net

Other intangible assets, net, include values assigned to customer relationships, non-compete agreements and trade names, and are amortized over periods ranging from 1 to 15 years.

Other intangible assets, net, includes values assigned to customer relationships, non-compete agreements and trade names, and are amortized over periods ranging from 1 to 15 years.

A summary of the activity and balances by intangible asset type follows:

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$ 632 $ 38 $ 20 $ 690 $ ( 166 ) $ ( 69 ) $ 20 $ ( 215 ) $ 475

Non-compete agreements

67.9 4.2 ( 41.7 ) 30.4 ( 50.9 ) ( 6.5 ) 41.7 ( 15.7 ) 14.7

Other intangible assets

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$ 1,013 $ 197 $ ( 578 ) $ 632 $ ( 709 ) $ ( 54 ) $ 597 $ ( 166 ) $ 466

Non-compete agreements

60.4 7.7 ( 0.2 ) 67.9 ( 44.6 ) ( 6.3 ) — ( 50.9 ) 17.0

Other intangible assets

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A summary of prepaid expenses and other current assets as of December 31 follows:

Income taxes receivable $ 126.3 $ 214.0

Prepaid expenses $ 127 $ 123

Inventories 97.3 96.6

Income taxes receivable 124 126

Parts and supplies 98 98

Other non-trade receivables 96 63

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Prepaid fees for cloud-based hosting arrangements, current 27 17

Derivative and hedging assets 4.2 —

Other current assets 6.2 5.5

Total $ 511 $ 473

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Deferred compensation plan 125 113

Deferred contract costs and sales commissions 82.5 80.2

Prepaid fees and capitalized implementation costs for cloud-based hosting arrangements 123 68

Reinsurance receivable 86 92

Deferred contract costs and sales commissions 82 83

Derivative and hedging assets 55 74

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

Amounts recoverable for capping, closure and post-closure obligations 24 22

Deferred financing costs 3.6 5.1

Other 21.9 21.3

Total $ 1,383 $ 1,184

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Accrued payroll and benefits $ 339 $ 351

Insurance reserves, current portion 216.6 187.5

Insurance reserves, current 220 217

Accrued fees and taxes 204 194

Accrued dividends 181 168

Operating right-of-use lease liabilities, current portion 54.8 57.9

Ceded insurance reserves, current portion 35.4 32.0

Operating right-of-use lease liabilities, current 55 55

Ceded insurance reserves, current 30 35

Contingent purchase price and acquisition holdbacks 14 17

Accrued professional fees and legal settlement reserves 12 18

Derivative and hedging liabilities 8.3 1.2

Other 121 117

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Withdrawal liability - multiemployer pension funds 19 20

Other 42.9 59.8

Total $ 588 $ 595

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Payments ( 701 ) ( 636 ) ( 594 )

Accretion expense 0.1 0.2 0.3

Premium written for third party risk assumed 86 43 35

Reclassified to ceded insurance reserves ( 11.1 ) ( 5.2 ) ( 9.3 )

Balance at end of year 622 566 503

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Accrued Landfill and Environmental Costs

A summary of our accrued landfill and environmental liabilities as of December 31 follows:

A summary of our accrued landfill asset retirement obligations and environmental liabilities as of December 31 follows:

Landfill final capping, closure and post-closure liabilities $ 2,144 $ 1,937

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Final Capping, Closure and Post-Closure Costs

The following table summarizes the activity in our asset retirement obligation liabilities, which includes liabilities for final capping, closure and post-closure, for the years ended December 31:

The following table summarizes the activity in our asset retirement obligations, which includes liabilities for final capping, closure and post-closure, for the years ended December 31:

2024 2023 2022

Asset retirement obligation liabilities, beginning of year $ 1,786.4 $ 1,507.3 $ 1,346.4

Asset retirement obligations, beginning of year $ 1,937 $ 1,786 $ 1,507

Non-cash additions 61 61 60

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Accretion expense 107 98 89

Foreign currency translation ( 0.1 ) 0.5 —

Asset retirement obligation liabilities, end of year 1,937.2 1,786.4 1,507.3

Asset retirement obligations, end of year 2,144 1,937 1,786

Current portion ( 96 ) ( 72 ) ( 75 )

Long-term portion $ 2,048 $ 1,865 $ 1,711

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

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

As a result, we increased amortization expense by $ 13 million, $ 5 million and $ 6 million for the years ended December 31, 2024, 2023 and 2022, 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.

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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

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

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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.

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, 2024 would be approximately $ 273 million higher than the amounts recorded.

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As of December 31, 2024, the remediation liability recorded for this site was $ 62 million, of which approximately $ 11 million is e xpected to be paid during 2025.

We believe the remaining reasonably possible high end of our range would be approximately $ 141 million higher than the amount recorded as of December 31, 2023.

West Lake Landfill Superfund Site .

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On March 11, 2019, the EPA issued special notice letters under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) to Bridgeton Landfill, LLC and the other currently designated Potentially Responsible Parties to initiate negotiations to implement the remedy.

On January 17, 2025, the EPA issued an Explanation of Significant Differences (ESD) applying the prior Record of Decision Amendment to an increased number of acres at the site found to contain radiologically-impacted material.

The ESD includes a revised undiscounted cost estimate of $ 392 million.

At this time we are neither able to predict the final design of that remedy, nor estimate how much of the future response costs of the site our subsidiary may agree or be required to pay.

During any subsequent administrative proceedings or litigation, our subsidiary will vigorously contest liability for the costs of remediating radiologically-impacted materials generated on behalf of the federal government during the Manhattan Project and delivered to the site by an Atomic Energy Commission licensee and its subcontractor.

Currently, we believe we are adequately reserved for our expected remediation liability.

However, subsequent events related to remedy design, divisibility, or allocation may require us to modify our expected remediation liability.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The carrying value of our credit facilities, finance leases and long-term debt as of December 31, 2023 and 2022 is listed in the following table, and is adjusted for the fair value of interest rate swaps, unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting.

The carrying value of our credit facilities, finance leases and long-term debt as of December 31, 2024 and 2023 is listed in the following table, and is adjusted for unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting.

Original issue discounts and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method.

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Uncommitted Credit Facility Variable $ — $ — $ — $ — $ — $ —

$ 3.5 billion - August 2026

Variable 297.1 — 297.1 250.0 — 250.0

The Credit Facility Variable 514 — 514 297 — 297

Term Loan Variable — — — 500 — 500

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Senior notes:

May 2023 4.750 — — — 300.0 ( 2.5 ) 297.5

August 2024 2.500 — — — 900 ( 1 ) 899

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April 2029 4.875 750 ( 6 ) 744 750 ( 7 ) 743

November 2029 5.000 400 ( 4 ) 396 — — —

March 2030 2.300 600 ( 4 ) 596 600 ( 4 ) 596

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April 2034 5.000 800 ( 10 ) 790 800 ( 11 ) 789

November 2034 5.200 500 ( 6 ) 494 — — —

March 2035 6.086 182 ( 11 ) 171 182 ( 12 ) 170

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1,418 ( 9 ) 1,409 1,289 ( 8 ) 1,281

Finance leases:

Finance leases and other:

1.726 - 9.750

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Thereafter 7,698

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

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The Credit Facility

In August 2021, we entered into a $ 3.0 billion unsecured revolving credit facility (the Credit Facility).

Borrowings under the Credit Facility mature in August 2026.

In July 2024, we and our subsidiary, USE Canada Holdings, Inc.

(the Canadian Borrower) entered into the Second Amended and Restated Credit Agreement (the Credit Facility) which amends and restates the unsecured revolving credit facility we entered into in August 2021.

The total outstanding principal amount that we may borrow under the Credit Facility may not exceed the current aggregate lenders' commitments of $ 3.5 billion, and borrowings under the Credit Facility mature in July 2029.

As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions.

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.

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).

All loans to the Canadian Borrower and 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.

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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 0.920 % 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 %.

As of December 31, 2024, C$ 232 million was outstanding against the Canadian Sublimit, with a weighted average interest rate of 5.309 %.

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.

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We had $ 317 million and $ 337 million of letters of credit outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively.

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.

We also had $ 477 million and $ 495 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of December 31, 2024 and 2023, respectively.

As a result, availability under our Credit Facility was $ 2,192 million and $ 2,371 million as of December 31, 2024 and 2023, respectively.

Term Loan Facility

On April 29, 2022, we entered into a $ 1 billion Term Loan Facility, which bore interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings.

We had $ 500 million of borrowings outstanding under the Term Loan Facility as of December 31, 2023.

During the year ended December 31, 2024, we repaid the remaining balance of 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 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.

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

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The weighted average interest rate for borrowings outstanding as of December 31, 2024 is 4.646 % 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.

We had $ 477 million and $ 496 million principal value of commercial paper issued and outstanding under the program as of December 31, 2024 and 2023, 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, 2024 and 2023, 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).

Senior Notes and Debentures

In March 2023, we issued $ 400 million of 4.875 % senior notes due 2029 (the Existing 2029 Notes) and $ 800 million of 5.000 % senior notes due 2034 (the 2034 Notes, and together with the Existing 2029 Notes, 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 million of 4.875 % senior notes due 2029 (the New 2029 Notes, and together with the Existing 2029 Notes, the 2029 Notes).

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In December 2023, we also issued $ 650 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

Our ability to obtain financing through the capital markets is a key component of our financial strategy.

Historically, we have managed risk associated with executing this strategy, particularly as it relates to fluctuations in interest rates, by using a combination of fixed and floating rate debt.

From time to time, we also have entered into interest rate swap and lock agreements to manage risk associated with interest rates, either to effectively convert specific fixed rate debt to a floating rate (fair value hedges), or to lock interest rates in anticipation of future debt issuances (cash flow hedges).

Fair Value Hedges

During the second half of 2013, we entered into various interest rate swap agreements (the 2013 Interest Rate Swaps) relative to our 4.750 % fixed rate senior notes due in May 2023 ( 4.750 % Notes).

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

There was no ineffectiveness recognized in the dedesignation of these fair value hedges.

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, 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.

For further detail regarding the effect of our fair value 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.

Cash Flow Hedges

We have historically entered into multiple swap agreements designated as cash flow hedges to manage exposure to fluctuations in interest rates in anticipation of planned future issuances of senior notes.

Upon the expected issuance of senior notes, we terminate the interest rate locks and settle with our counterparties.

These transactions were accounted for as cash flow hedges.

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.

The effective portion of the interest rate locks is amortized as an adjustment to interest expense over the life of the issued debt using the effective interest method.

D uring 2023, 2022 and 2021, we recognized losses, net of tax of $ 3.8 million, $ 4.4 million and $ 4.6 million, respectively, as a result of this amortization.

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 and an initial fair value of $ 29.1 million.

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.

The goal was to reduce overall borrowing costs.

Under the terms of the acquired agreement, we pay interest at a fixed interest rate of 0.832 % and received interest at floating rates based on changes in LIBOR.

The interest rate swap is designated as a cash flow hedge.

In May 2022, following the closing of the acquisition, we amended the reference rate from a floating rate based on LIBOR to a SOFR rate.

In accordance with ASU 2020-04, the amendment of the reference rate did not result in dedesignation of the cash flow hedge.

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 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 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).

Contemporaneously with the issuance of our 2.500 % Notes in August 2019, we amended interest rate lock agreements with an aggregate notional value of $ 375.0 million, extending the mandatory maturity date from 2019 to 2024, and dedesignated them as cash flow hedges (2019 Extended Interest Rate Locks and collectively with the 2020 Extended Interest Rate Locks referred to as the Extended Interest Rate Locks).

There was no ineffectiveness recognized in the termination of these cash flow hedges.

In addition, we entered into offsetting interest rate swaps to offset future exposures to fair value fluctuations of the Extended Interest Rate Locks (2019 Offsetting Interest Rate Swap and the 2020 Offsetting Interest Rate Swap, or collectively the Offsetting Interest Rate Swaps).

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, 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.

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

The proceeds of the 2033 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.

In June 2024, we issued $ 400 million of 5.000 % senior notes due 2029 and $ 500 million of 5.200 % senior notes due 2034.

We used the proceeds from the June 2024 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under the Commercial Paper Program and the Credit Facility;

and repayment of the remaining amount outstanding under the Term Loan Facility and the Uncommitted Credit Facility.

Our senior notes and debentures are general unsecured and unsubordinated obligations and rank equally with our other unsecured obligations.

Tax-Exempt Financings

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.

As of December 31, 2024, we had $ 1,409 million of fixed and variable rate tax-exempt financings outstanding, with maturities ranging from 2026 to 2053.

As of December 31, 2023, we had $ 1,281 million of fixed and variable rate tax-exempt financings outstanding, with maturities ranging from 2024 to 2053.

In June 2024, the Mission Economic Development Corporation issued, for our benefit, $ 50 million in principal amount of Solid Waste Disposal Revenue Bonds.

In both March 2024 and September 2023, the California Municipal Finance Authority issued, for our benefit, $ 100 million in principal amount of Solid Waste Disposal Revenue Bonds.

The proceeds from the issuances, 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 the above Mission Economic Development Corporation and California Municipal Finance Authority tax-exempt financings 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.

If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us.

If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us.

In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully.

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

Finance Leases

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.

Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of December 31, 2024 and December 31, 2023.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Finance Leases and Other

As of December 31, 2024, we had finance lease liabilities of $ 315 million with maturities ranging from 2025 to 2063.

As of December 31, 2023, we had finance lease liabilities of $ 251 million with maturities ranging from 2024 to 2063.

As of December 31, 2024, finance leases and other included $ 53 million related to the construction of an office building located in Phoenix, Arizona, which has been accounted for as a financing obligation.

The amount is recorded within long-term debt, net of current maturities.

Interest Paid

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Total lease liabilities $ 506 $ 501

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

A summary of the lease cost reflected in our consolidated statements of income for the years ended December 31, 2024 and 2023 follows:

Operating lease cost

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Finance lease cost

Amortization of leased assets Depreciation amortization and depletion 15.6 15.2

Amortization of leased assets Depreciation, depletion and amortization 17 16

Interest on lease liabilities Interest expense 9 9

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$ 207 $ 281 $ 72

108.5 81.5 67.3

72.3 164.2 ( 34.1 )

29.1 16.9 18.6

Uncertain tax positions and interest and other ( 26 ) ( 31 ) 9

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During 2024, 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.

We account for these investments under the equity method of accounting utilizing the HLBV method 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 2024 tax provision reflects a benefit of $ 222 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 .

We also made qualified investments in renewable natural gas projects and commercial electric vehicles during 2024 which, due to tax credits, reduced our tax provision by approximately $ 18 million.

Our 2023 tax provision was reduced by $ 87 million related to the tax credits from our non-controlling interests in limited liability companies established to own renewable energy assets.

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 $ 21 million.

Our 2022 tax provision was reduced by $ 139 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.

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We made income tax payments (net of refunds) of $ 313 million , $ 343 million and $ 185 million for 2024, 2023, and 2022, 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

Income taxes paid in 2024, 2023, and 2022 reflect benefits from tax credits from our continuing investments in qualified renewable energy projects.

REPUBLIC SERVICES, INC.

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( 82 ) ( 82 )

Total liabilities

Total deferred tax liabilities

$ ( 2,034 ) $ ( 1,953 )

1 unchanged sentence

Environmental reserves

$ 235.9 $ 253.0

Accruals not currently deductible

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Operating right-of-use lease liabilities

Total deferred tax assets

Valuation allowance

1 unchanged sentence

Net deferred tax asset

Net deferred tax liabilities $ ( 1,494.8 ) $ ( 1,427.6 )

Net overall deferred tax liability $ ( 1,579 ) $ ( 1,495 )

Changes in the deferred tax valuation allowance for the years ended December 31 follow:

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

Income tax in our foreign jurisdictions is not material for all years presented.

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

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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 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.

Our federal statute of limitations applicable to our federal tax returns is closed through 2020.

The federal statute of limitations applicable to an acquired subsidiary is closed through 2019.

In addition, we are currently under state examination or administrative review in various jurisdictions for tax years 2012 through 2023.

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Balance at end of year $ 28 $ 42 $ 111

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, 2024, 2023 and 2022 are $ 22 million, $ 33 million and $ 97 million, respectively, of unrecognized tax benefits (net of the federal benefit) that, if recognized, would affect our effective income tax rate in future periods.

However, we are unable to estimate the resolution of these matters over the next 12 months.

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

These settlements reduced our gross unrecognized tax benefits by $ 66 million.

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 a reduction to interest expense of $ 6 million during 2024 and, in total as of December 31, 2024, have recognized a liability for penalties of $ 1 million and interest of $ 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.

During 2023, we recorded interest expense of $ 1 million and, in total as of December 31, 2023, had recognized a liability for interest of $ 14 million.

During 2022, we recorded interest expense of $ 1 million and, in total as of December 31, 2022, had recognized a liability for interest of $ 15 million.

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

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In October 2020, our Board of Directors amended and restated the Republic Services, Inc.

Executive Incentive Plan (the 2021 Plan) to remove references to the performance-based compensation exception that was previously permitted but is no longer applicable under Section 162(m) of the Code.

The purposes of the 2021 Plan are to promote the success of the Company;

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and to attract, retain and motivate such individuals.

We currently have 11.7 million shares of common stock reserved for future grants under the 2021 Plan.

We currently have approximately 11 million shares of common stock reserved for future grants under the 2021 Plan.

In February 2007, our Board of Directors approved the 2007 Stock Incentive Plan (the 2007 Plan);

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Unissued as of December 31, 2022

1,090.8 $ 77.19

Granted 250 $ 133.03

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Unissued as of December 31, 2023

913.7 $ 85.43

Granted 184 $ 184.28

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Vested and unissued as of December 31, 2024

424.9 $ 64.96

During the years ended December 31, 2024, 2023 and 2022 , we awarded our non-employee directors 16,540 , 20,324 and 18,689 RSUs, respectively, which vested upon issuance.

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During the years ended December 31, 2024, 2023 and 2022 , compensation expense related to RSUs tota led $ 25 million, $ 24 million and $ 23 million, respectively .

In 2021, we recognized approximately $ 6 million of compensation expense related to the accelerated vesting of RSUs previously granted to Donald W.

Slager that were previously scheduled to vest in 2022 and beyond as a result of his retirement as Chief Executive Officer (CEO) of Republic Services, Inc.

in June 2021.

As of December 31, 2023, total unrecognized compensation expense related to outstanding RSUs was $ 37.1 million, which will be recognized over a weighted average period of 2.6 years.

As of December 31, 2024, total unrecognized compensation expense related to outstanding RSUs was $ 41 million, which will be recognized over a weighted average period of approximately two years .

REPUBLIC SERVICES, INC.

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Outstanding as of December 31, 2021

853.6 $ 76.14

Granted 157 $ 124.29

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Outstanding as of December 31, 2022

857.3 $ 84.79

Granted 200 $ 138.03

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Outstanding as of December 31, 2023

756.2 $ 95.19

Granted 281 $ 142.50

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Outstanding and Exercisable as of December 31, 2024

687.7 $ 101.48

During the years ended December 31, 2024, 2023 and 2022, we awarded 153,883 , 80,452 and 79,043 PSUs to our executive officers, respectively.

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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, 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.

D uring the years ended December 31, 2024, 2023 and 2022, we granted an additi onal 6,795 , 10,511 and 11,304 PSU s to our executive officers, respectively, as dividend equivalents.

Compensation Expense

7 unchanged sentences

D uring the years ended December 31, 2024, 2023 and 2022 , compensation expense related to PSUs tot aled $ 30 million, $ 29 million and $ 22 million , respectively.

In 2021, we recognized approximately $ 16 million of compensation expense related to the accelerated vesting of PSUs previously granted to Mr.

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

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Defined Benefit Pension Plan

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

The Plan covers certain employees in the United States, including some employees subject to collective bargaining agreements.

The Plan benefits are frozen.

Interest credits continue to be earned by participants in the Plan, and participants whose collective bargaining agreements provide for additional benefit accruals under the Plan continue to receive those credits in accordance with the terms of their bargaining agreements.

The Plan was converted from a traditional defined benefit plan to a cash balance plan in 1993.

Prior to the conversion to the cash balance design, benefits payable as a single life annuity under the Plan were based on the participant’s highest five years of earnings out of the last ten years of service.

Upon conversion to the cash balance plan, the existing accrued benefits were converted to a lump-sum value using the actuarial assumptions in effect at the time.

Participants’ cash balance accounts are increased until retirement by certain benefit and interest credits under the terms of their bargaining agreements.

Participants may elect early retirement with the attainment of age 55 and completion of ten years of credited service at reduced benefits.

Participants with 35 years of service may retire at age 62 without any reduction in benefits.

No contributions were made in 2023 or 2022.

We must separately recognize the overfunded or underfunded status of the Plan as an asset or liability.

The funded status represents the difference between the projected benefit obligation (PBO) and the fair value of the Plan assets.

The PBO is equal to the accumulated benefit obligation (ABO) as the Plan is frozen and the present value of liabilities is not affected by future salary increases.

We use a measurement date that coincides with our year end of December 31.

The following table presents the ABO and reconciliations of the changes in the PBO, the Plan assets and the accounting funded status of our defined benefit pension plan for the years ended December 31:

Defined Benefit

Accumulated benefit obligation $ 166.1 $ 172.3

Change in projected benefit obligation:

Projected benefit obligation at beginning of year $ 172.3 $ 215.1

Interest cost 8.5 5.7

Actuarial loss (gain) 2.5 ( 32.6 )

Benefits paid ( 17.2 ) ( 15.9 )

Projected benefit obligation at end of year $ 166.1 $ 172.3

Change in plan assets:

Fair value of plan assets at beginning of year $ 178.2 $ 221.8

Actual return on plan assets 12.2 ( 26.3 )

Estimated expenses ( 2.0 ) ( 1.4 )

Benefits paid ( 17.2 ) ( 15.9 )

Fair value of plan assets at end of year $ 171.2 $ 178.2

Over funded status $ 5.1 $ 5.9

Amounts recognized in the statement of financial position consist of:

Noncurrent assets $ 5.1 $ 5.9

Net amount recognized $ 5.1 $ 5.9

Weighted average assumptions used to determine benefit obligations:

Discount rate 4.94 % 5.13 %

Rate of compensation increase N/A N/A

The amounts included in accumulated other comprehensive income on the consolidated balance sheets that have not yet been recognized as components of net periodic benefit cost as of December 31, 2023 and 2022 were $ 11.4 million and $ 11.8 million, respectively.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of the net periodic benefit income for the years ended December 31 are summarized below:

2023 2022 2021

Components of net periodic benefit income:

Interest cost $ 8.5 $ 5.7 $ 4.7

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

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

Weighted average assumptions used to determine net periodic benefit income:

Discount rate 4.94 % 5.13 % 2.77 %

Expected return on plan assets 5.40 % 5.40 % 4.10 %

Rate of compensation increase N/A N/A N/A

We determine the discount rate used in the measurement of our obligations based on a model that matches the timing and amount of expected benefit payments to maturities of high quality bonds priced as of the Plan measurement date.

When that timing does not correspond to a published high-quality bond rate, our model uses an expected yield curve to determine an appropriate current discount rate.

The yields on the bonds are used to derive a discount rate for the liability.

The term of our obligation, based on the expected retirement dates of our workforce, is approximately six years .

In developing our expected rate of return assumption, we have evaluated the actual historical performance and long-term return projections of the Plan assets, which give consideration to the asset mix and the anticipated timing of the Plan outflows.

We primarily utilize fixed income investments to minimize the volatility of the difference between the market value of the Plan assets and the present value of the obligation.

Risk tolerance is established through careful consideration of Plan liabilities, Plan funded status and our financial condition.

Derivatives may be used to gain market exposure in an efficient and timely manner;

however, derivatives may not be used to leverage the portfolio beyond the market value of the underlying investments.

Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset and liability studies and quarterly investment portfolio reviews.

The following table summarizes our target asset allocation as of December 31, 2023 and the actual asset allocation as of December 31, 2023 and 2022 for our Plan:

December 31, 2023 December 31, 2023 December 31, 2022

Allocation Actual

Debt securities 100 % 100 % 100 %

Total 100 % 100 % 100 %

Asset allocations are reviewed and rebalanced periodically based on funded status.

For 2024, the investment strategy for Plan assets is to maintain a portfolio designed to achieve our target of an average long-term rate of return of 5.40 %.

While we believe we can achieve a long-term average return of 5.40 %, we cannot be certain that the portfolio will perform to our expectations.

Assets are strategically allocated among fixed income and cash portfolios to achieve a diversification level that reduces fluctuations in investment returns.

Asset allocation target ranges and strategies are reviewed periodically with the assistance of an independent external consulting firm.

As of December 31, 2024, total unrecognized compensation expense related to outstanding PSUs was $ 25 million, which will be recognized over a weighted average period of approximately 1.5 years.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Plan assets are measured at fair value.

The following table summarizes, by level, within the fair value hierarchy, the investments of the Plan at fair value as of December 31, 2023 and 2022:

Fair Value Measurements Using

December 31, 2023 Quoted

(Level 1) Significant

(Level 2) Significant

Money market accounts and U.S.

government securities $ 49.5 $ 49.5 $ — $ —

Fixed income securities 121.7 — 121.7 —

Total assets $ 171.2 $ 49.5 $ 121.7 $ —

Fair Value Measurements Using

December 31, 2022 Quoted

(Level 1) Significant

(Level 2) Significant

Money market accounts $ 23.6 $ 23.6 $ — $ —

Mutual funds 154.6 — 154.6 —

Total assets $ 178.2 $ 23.6 $ 154.6 $ —

Estimated future benefit payments for the next ten years under the Plan follow:

2029 through 2033 $ 61.7

Collective Bargaining Agreements

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We accrue for such events when losses become probable and reasonably estimable.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Republic’s participation in individually significant multiemployer pension plans for the year ended December 31, 2024 is outlined in the table below.

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Teamsters Pension Plan 91-6145047 Safe Safe No $ 75 $ 70 $ 61 No Various dates through 9/30/2029

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

plans 83.1 72.6 63.0

All other plans N/A N/A N/A N/A 29 29 25 N/A

Total $ 104 $ 99 $ 86

We are listed in the Form 5500 for Local No.

Pension Fund as providing more than 5 % of the total contributions.

At the date these financial statements were issued, Forms 5500 were not available for the plan years ended in 2023.

Defined Contribution Plan

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The DCP is a nonqualified deferred compensation plan that conforms to Section 409A of the Internal Revenue Code.

Eligible participants can defer up to 80 % of base salary and up to 100 % of bonus, long-term compensation and directors’ fees.

Eligible participants can defer up to 80 % of base salary and up to 100 % of bonus,

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

long-term compensation and directors’ fees.

Under the DCP, some participants also are eligible for matching contributions.

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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 $ 112.7 million and

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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 aggregate cash surrender value of these life insurance policies was $ 125 million and $ 113 million as of December 31, 2024 and 2023, respectively, and is classified in other assets in our consolidated balance sheets.

The DCP liability was $ 120 million and $ 115 million as of December 31, 2024 and 2023, respectively, and is classified in other long-term liabilities in our consolidated balance sheets.

Employee Stock Purchase Plan

Republic employees are eligible to participate in an employee stock purchase plan.

The plan allows participants to purchase our common stock for 95 % of its quoted market price on the last day of each calendar quarter.

For the years ended December 31, 2023, 2022 and 2021, issuances under this plan totaled 103,706 shares, 99,680 shares and 104,217 shares, respectively.

As of December 31, 2023, shares reserved for issuance to employees under this plan totaled 2.4 million and Republic held employee contributions of $ 3.2 million for the purchase of common stock.

SHARE REPURCHASES AND DIVIDENDS

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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, 2024, there were less than 1 million repurchased shares pending settlement, resulting in an associated $ 10 million of share repurchases unpaid and included within other accrued liabilities.

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

As of December 31, 2024, the remaining authorized purchase capacity under our October 2023 repurchase program was $ 2.5 billion.

In December 2024, our board of directors changed the status of 8 million treasury shares to authorized and unissued.

In doing so, the number of our issued shares was reduced by the stated amount.

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

The reduction in issued shares resulted in a change of $ 1,195 million in treasury stock which was reclassified as less than 1 million in common stock, and $ 1,195 million in additional paid-in capital.

There was no effect on our total stockholders' equity position as a result of the change.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In October 2024, our Board of Directors approved a quarterly dividend of $ 0.580 per share.

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As of December 31, 2024, we recorded a quarterly dividend payable of $ 181 million to shareholders of record at the close of business on January 2, 2025.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

EARNINGS PER SHARE

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Diluted earnings per share $ 6.49 $ 5.47 $ 4.69

During the year ended December 31, 2024, there were no antidilutive securities outstanding.

During each of the years ended December 31, 2023 and 2022, there were less than 1 million antidilutive securities outstanding.

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These groups are presented below as 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 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.

We generated $ 182 million, $ 170 million and $ 90 million of revenue in Canada for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, we had $ 129 million and $ 137 million, respectively, of long-lived assets in Canada.

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

Our chief operating decision maker (CODM) is Jon Vander Ark, President and Chief Executive Officer of Republic Services, Inc.

Adjusted EBITDA is the single financial measure our CODM uses to evaluate segment profitability and returns, which informs resource allocation.

For all segments, the CODM uses adjusted EBITDA to evaluate income generated from segment assets (return on invested capital).

The CODM considers budget-to-actual variances and year-over-year growth on a monthly basis to assess the performance of each segment.

Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation.

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, 2024, 2023 and 2022 follows:

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Net Revenue $ 7,220 $ 6,969 $ 14,189 $ 1,843 $ — $ 16,032

Cost of Operations 4,129 4,079 8,208 1,142 — 9,350

SG&A 738 671 1,409 265 — 1,674

Other Segment Items — 29 29 — — 29

Adjusted EBITDA $ 2,353 $ 2,190 $ 4,543 $ 436 $ — $ 4,979

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Total Assets $ 14,250 $ 11,046 $ 25,296 $ 4,459 $ 2,647 $ 32,402

Group 1 Group 2 Recycling & Waste Subtotal(1) Group 3

(Environmental Solutions) Corporate entities and other Total

Gross Revenue $ 7,769 $ 7,566 $ 15,335 $ 1,701 $ 243 $ 17,279

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Net Revenue $ 6,694 $ 6,646 $ 13,340 $ 1,625 $ — $ 14,965

Cost of Operations 3,878 4,033 7,911 1,032 — 8,943

SG&A 681 649 1,330 279 — 1,609

Other Segment Items — — — ( 34 ) — ( 34 )

Adjusted EBITDA $ 2,135 $ 1,964 $ 4,099 $ 348 $ — $ 4,447

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Total Assets $ 13,665 $ 10,988 $ 24,653 $ 4,471 $ 2,286 $ 31,410

Group 1 Group 2 Recycling & Waste Subtotal(1) Group 3

(Environmental Solutions) Corporate entities and other Total

Gross Revenue $ 7,107 $ 7,029 $ 14,136 $ 1,262 $ 247 $ 15,645

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Net Revenue $ 6,120 $ 6,183 $ 12,303 $ 1,208 $ — $ 13,511

Cost of Operations 3,541 3,846 7,387 818 — 8,205

SG&A 612 586 1,198 256 — 1,454

Other Segment Items — — — ( 77 ) — ( 77 )

Adjusted EBITDA $ 1,967 $ 1,751 $ 3,718 $ 211 $ — $ 3,929

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(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.

Corporate functions include marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources 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.

Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

segments to calculate adjusted EBITDA.

As presented in the tables above, 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, restructuring expenses, and gain on certain divestitures and impairments, net.

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

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Capital expenditures for Corporate entities and other primarily include vehicle inventory acquired but not yet assigned to operating locations and facilities.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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):

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, 2024, 2023 and 2022 (in millions of dollars):

2024 2023 2022

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Total Adjusted EBITDA 4,979 4,447 3,929

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

Other income (expense), net ( 23 ) ( 7 ) 2

Interest income ( 9 ) ( 6 ) ( 3 )

Interest expense 539 508 395

Depreciation, amortization and depletion 1,501.4 1,351.6 1,185.5

Depreciation, depletion and amortization 1,677 1,501 1,352

Accretion 107 98 89

1 unchanged sentence

Adjustment to withdrawal liability for multiemployer pension funds

4.5 ( 1.6 ) —

Restructuring charges 29 33 27

(Gain) loss on business divestitures and impairments, net ( 3.6 ) ( 6.3 ) 0.5

Gain on certain divestitures and impairments, net ( 30 ) ( 4 ) ( 6 )

US Ecology, Inc.

acquisition integration and deal costs — 34 77

Accelerated vesting of compensation expense for CEO transition — — 22.0

Loss on extinguishment of debt and other related costs 2 — —

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Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.

Environmental solutions revenue includes revenue generated by US Ecology following our acquisition of the business on May 2, 2022.

The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed.

Generally, we recognize revenue at the time we perform a service.

In the event that we bill for services in advance of performance, we recognize deferred revenue for the amount billed and subsequently recognize revenue at the time the service is provided.

Depending on the nature of the contract, we may also generate revenue through the collection of fuel recovery fees and environmental fees which are designed to recover our internal costs of providing services to our customers.

See Note 15, Segment Reporting , for additional information regarding revenue by reportable segment.

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In general, small-container and residential collection fees are billed monthly or quarterly in advance.

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)

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.

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In general, fees are billed and revenue is recognized at the time the service is performed.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue recognized under these agreements is variable in nature based on the volume and nature of the material accepted at the transfer station.

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Recycling Processing and Commodity Sales

Our recycling centers generate revenue through the processing and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass and other materials at market prices.

Our recycling centers generate revenue through the processing and sale of old corrugated cardboard (OCC), old newsprint (ONP), aluminum, glass, plastic and other materials at market prices.

In certain instances, we issue recycling rebates to our municipal or large-container customers, which can be based on the price we receive upon the final sale of recycled commodities, a fixed contractual rate or other measures.

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The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue can be recognized once the index is established for the period.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Deferred Revenue

The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed.

Generally, we recognize revenue at the time we perform a service.

In the event that we bill for services in advance of performance, we recognize deferred revenue for the amount billed and subsequently recognize revenue at the time the service is provided.

Substantially all of the deferred revenue recognized as of December 31, 2023 was recognized as revenue during 2024 when the service was performed.

Deferred Contract Costs

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In addition, we recognize sales commissions that represent an incremental cost of the contract as other assets in our consolidated balance sheet, and we amortize the asset over the average life of the customer relationship.

As of December 31, 2023 and 2022, we recognized $ 82.5 million and $ 80.2 million, respectively, of deferred contract costs and capitalized sales commissions.

As of December 31, 2024 and 2023, we recognized $ 82 million and $ 83 million,

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

respectively, of deferred contract costs and capitalized sales commissions.

During the years ended December 31, 2024, 2023 and 2022, we amortized $ 15 million, $ 14 million and $ 13 million, respectively, of capitalized sales commissions to selling, general and administrative expenses, and $ 4 million, $ 5 million and $ 6 million, respectively, of other deferred contract costs as a reduction of revenue.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In 2024, we terminated our qualified defined benefit pension plan, the BFI Retirement Plan (the Plan).

The Plan covered certain employees in the United States, including some employees subject to collective bargaining agreements.

Plan participants were provided the opportunity to receive their full accrued benefits from plan assets by either electing immediate lump sum distributions or annuity contracts with a qualifying third-party annuity provider.

The purchase of the annuity contracts was funded directly by assets of the defined benefit pension plan.

As a result, the plan was settled resulting in the recognition of a non-cash gain of $ 8 million related to the accelerated recognition of the proportional share of unamortized net actuarial gains previously recorded in accumulated other comprehensive loss.

This gain was recorded to other income, net in our consolidated statements of income.

All remaining obligations were settled as of December 31, 2024.

FINANCIAL INSTRUMENTS

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

2023 2022 2021

Interest Expense Interest Expense Interest Expense

Total amounts of expense line items presented in the consolidated statements of income in which the effects of fair value or cash flow hedges are recorded $ ( 508.2 ) $ ( 395.6 ) $ ( 314.6 )

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

(Loss) gain on fair value hedging relationships:

Interest rate swaps:

Net swap settlements $ ( 2.2 ) $ 2.9 $ 7.9

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

(Loss) gain on cash flow hedging relationships:

Amount of (loss) gain reclassified from accumulated other comprehensive loss into earnings, net of tax

Interest rate swap locks $ ( 3.8 ) $ ( 4.4 ) $ ( 4.6 )

2022 Interest Rate Swap $ 13.1 $ 3.3 $ —

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

Gain (loss) on free-standing derivative instruments:

Interest rate swaps:

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

Interest rate contract:

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

Fair Value Measurements

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The carrying value for certain of our financial instruments, including cash, accounts receivable, accounts payable and certain other accrued liabilities, approximates fair value because of their short-term nature.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2024 and 2023, our assets and liabilities that are measured at fair value on a recurring basis include the following:

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Money market mutual funds - restricted cash and marketable securities and other assets $ 62 $ 62 $ 62 $ — $ —

Bonds - restricted cash and marketable securities and other assets

76.3 76.3 — 76.3 —

Bonds and fixed income - restricted cash and marketable securities and other assets

Derivative and hedging assets - other assets, prepaid expenses and other current assets 55 55 — 55 —

3 unchanged sentences

Total liabilities $ 137 $ 137 $ — $ 72 $ 65

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

December 31, 2023

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(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 $ 43 $ 43 $ — $ —

Bonds - restricted cash and marketable securities and other assets 76 76 — 76 —

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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, 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.

As of December 31, 2024, the Sonoma contingent consideration represents the fair value of $ 57 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 $ 77 million and $ 105 million.

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We have recorded an aggregate accrual of approximately $ 13 million relating to our outstanding legal proceedings as of December 31, 2024.

As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses.

As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

incurred, we accrue for all probable and reasonably estimable losses.

Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate.

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Under these put-or-pay agreements, we must pay for agreed-upon minimum volumes regardless of the actual number of tons placed at the facilities.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our unconditional purchase commitments have varying expiration dates, with some extending through the remaining life of the respective landfill.

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Cash, cash equivalents, restricted cash and restricted cash equivalents $ 203 $ 228 $ 214

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Our restricted cash and marketable securities includes amounts pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits and relating to our final capping, closure and post-closure obligations at our landfills and restricted cash and marketable securities related to our insurance obligations.

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Additionally, we are required to provide financial assurance for our insurance program and collateral for certain performance obligations.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We had the following financial instruments and collateral in place to secure our financial assurances as of December 31:

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We do not believe that these contingent obligations will have a material effect on our consolidated financial position, results of operations or cash flows.

REPUBLIC SERVICES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have entered into agreements with property owners to guarantee the value of property that is adjacent to certain of our landfills.

9 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