filings.toolsRepublic Services (RSG) 10-K risk factor changes: FY2022 vs FY2021
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A65 rewritten24 added17 removed246 unchanged
All filing items1,320 rewritten708 added467 removed2,324 unchanged
Summary
counted, not written
- Item 1A lists 33 risk factor headings: 2 new, 4 reworded and 27 unchanged since FY2021. 2 headings from FY2021 no longer appear.
- Sentence by sentence, 708 added, 467 removed, 1,320 rewritten and 2,324 unchanged across 21 items that differ.
- New this year: Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
New Item 1A headings (2)
- Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments.
- Weakened or volatile economic conditions have and may continue to harm our industry, business and results of operations.
Removed Item 1A headings (2)
- The COVID-19 pandemic has negatively impacted, and is likely to continue to negatively impact, our business, results of operations and financial performance.
- Weakened global economic conditions, including those resulting from the recent COVID-19 pandemic, may harm our industry, business and results of operations.
Reworded Item 1A headings (4)
- Increases in the cost of fuel or petrochemicals increase our operating expenses, and we
[removed: cannot assure you that we will][added: may not] be able to recover such cost increases from our customers. - We may be unable to obtain or maintain required permits or to expand existing permitted capacity of our
[removed: landfills,][added: facilities,] which could decrease our revenue and increase our costs. [removed: The possibility of][added: We could incur charges to income, which could be material, if] landfill and transfer station site development[removed: projects,][added: projects] or expansion projects [added: are] not[removed: being completed][added: completed,] or certain other events[removed: could result in material charges to income.][added: occur.]- Weakness in the
[removed: U.S.][added: United States] economy may expose us to credit risk for amounts due from governmental entities, large national accounts, industrial customers and others.
A heading is new when no FY2021 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2022; struck-through words were in FY2021. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
65 rewritten, 24 added, 17 removed, 246 unchanged
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
- whether our estimates and assumptions concerning [removed: our] [added: critical accounting issues are correct or appropriate, including estimates and assumptions concerning] selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our [removed: acquisitions,] [added: acquisitions] and labor, fuel rates and economic and inflationary [removed: trends, turn out to be correct or appropriate;][added: trends;]
- price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and [removed: fuel,] [added: fuel] and may cause us to lose volume;
- compliance with existing and future legal and regulatory requirements, including changes relating to PFAS and other chemicals of emerging [removed: concern,] [added: concern] and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;
- the impact of [removed: U.S.] [added: United States] and international tax laws and regulations on our business;
- acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of [removed: terrorism,] [added: terrorism] and the impact of these acts on economic, financial and social conditions in the United States.
We principally compete with large national waste management companies, numerous [removed: municipalities,] [added: municipalities] and numerous regional and local companies.
Competition for disposal business is primarily based on geographic location, quality of [removed: operations,] [added: operations] and price.
Increases in the cost of fuel or petrochemicals increase our operating expenses, and we [removed: cannot assure you that we will] [added: may not] be able to recover such cost increases from our customers.
We depend on fuel purchased in the open market to operate our collection and transfer trucks and other equipment used for collection, [removed: transfer] [added: transfer, disposal] and [removed: disposal.][added: other environmental services.]
Our fuel costs were [removed: $383.0] [added: $631.1] million in [removed: 2021,] [added: 2022,] or [removed: 3.4%] [added: 4.7%] of revenue, compared to [removed: $271.7] [added: $383.0] million in [removed: 2020,] [added: 2021,] or [removed: 2.7%] [added: 3.4%] of revenue.
At current consumption levels, a twenty-cent per gallon change in the price of diesel fuel changes our fuel costs by approximately [removed: $26] [added: $27] million on an annual basis.
At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel changes our fuel recovery fee by approximately [removed: $26] [added: $31] million.
Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations [removed: and cash flows.]
In [removed: 2021,] [added: 2022,] approximately [removed: 80%] [added: 81%] of our recycling [removed: processing] center volume was fiber based and included OCC, ONP and other mixed paper.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities [removed: would] change [added: both] annual revenue and operating income by approximately [removed: $22 million and] $10 [removed: million on an annual basis, respectively.][added: million.]
Acute and chronic weather events, including those brought about by climate change, may limit our operations and increase the costs of collection, transfer, [removed: disposal,] [added: disposal] and other environmental services we provide.
Our operations could be adversely impacted by extreme weather events, changing weather [removed: patterns,] [added: patterns] and rising mean temperature and sea levels, some of which we are already experiencing.
Changing weather patterns and rising temperatures are expected to result in more severe heat waves, fires, [removed: storms,] [added: storms] and other extreme weather events.
Our cash needs also will increase if the expenditures for capping, closure, post-closure and remediation activities increase above our current estimates, which may occur over a long period due to changes in federal, [removed: state] [added: state, provincial,] or local government requirements and other factors beyond our control.
We may be unable to obtain or maintain required permits or to expand existing permitted capacity of our [removed: landfills,] [added: facilities,] which could decrease our revenue and increase our costs.
We cannot assure you that we will be able to obtain or maintain the permits required for our operations because permits to operate new [removed: landfills and] [added: landfills,] transfer [removed: stations,] [added: stations and other facilities,] or to expand the permitted capacity of existing [removed: landfills or] [added: landfills,] increase acceptable volume at transfer [removed: stations,] [added: stations or otherwise increase the capabilities of our facilities,] have become more difficult and expensive to obtain and maintain.
Local communities and citizen groups, adjacent landowners, governmental agencies and others may oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or [added: seek to impose liability on us for environmental damage.]
Responding to these challenges [removed: has] [added: has,] at [removed: times] [added: times,] increased our costs and extended the time associated with establishing new [removed: landfills and] [added: landfills,] transfer stations and [added: other facilities and] expanding existing [removed: landfills.][added: facilities.]
In addition, failure to receive regulatory and zoning approval may prohibit us from establishing new [removed: landfills or] [added: landfills,] transfer stations [added: and other facilities,] or expanding existing [removed: landfills.][added: facilities.]
Our failure to obtain the required permits to operate our [removed: landfills and] [added: landfills,] transfer stations [added: and other facilities] could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.
We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation [removed: obligations.]
We could underestimate such [removed: costs,] [added: costs] and our financial obligations for capping, closure, post-closure or remediation costs could exceed the amounts accrued or amounts otherwise receivable pursuant to trust funds established for this purpose.
Many of the largest companies in the [removed: U.S.] [added: United States] are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations.
Accordingly, we [removed: cannot assure you that we will] [added: may not] be able to operate our landfills at their current volumes or charge current prices for landfill disposal services due to possible decreases in demand for such services.
[removed: The possibility of] [added: We could incur charges to income, which could be material, if] landfill and transfer station site development [removed: projects,] [added: projects] or expansion projects [added: are] not [removed: being completed] [added: completed,] or certain other events [removed: could result in material charges to income.][added: occur.]
In accordance with [removed: U.S. GAAP,] [added: the accounting principles generally accepted in the United States of America (U.S. GAAP),] we capitalize certain expenditures relating to development, expansion and other projects.
[added: While we] carry insurance to cover many contingencies, and seek to minimize our exposure to these risks through maintenance, training and compliance programs, any substantial losses could have a material adverse effect on our business, results of operations and financial condition.
As of December 31, [removed: 2021,] [added: 2022,] approximately [removed: 24%] [added: 23%] of our workforce was covered by collective bargaining agreements.
In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting, [removed: diligence,] [added: diligence] and disclosure on topics such as climate change, waste production, water usage, human capital, [removed: labor,] [added: management] and risk oversight, could expand the nature, [removed: scope,] [added: scope] and complexity of matters that we are required to control, [removed: assess,] [added: assess] and report.
In addition, environmental regulatory changes, including those relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at [removed: solid] [added: our] waste facilities and obligate us to spend sums in addition to those presently accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows.
Our business is and will continue to be affected by [removed: state] [added: state, county, provincial,] or local laws or regulations that restrict the transportation of solid waste across state, [removed: county] [added: county, provincial,] or other jurisdictional lines or that direct the flow of waste to a specified facility or facilities.
Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, [added: carbon dioxide, which also is a greenhouse gas.]
The EPA is compelled to issue rules by the [removed: U.S.] [added: United States] Supreme Court's April 2007 *Massachusetts v.
[removed: These standards and further federal efforts to curtail greenhouse gas emissions and to] increase the fuel efficiency of light-duty and heavy-duty vehicles could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.
- our ability to integrate the operations of US Ecology into our operations and to realize the intended benefits of such acquisition
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
It is difficult to predict the quantity of renewable fuel volumes that the EPA will mandate for future years.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
and cash flows.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
obligations.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Our Group 3 operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business.
Our Group 3 operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.
These standards and further federal efforts to curtail greenhouse gas emissions and to
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments.
We are engaged in 73 landfill gas-to-energy and other renewable energy projects.
The production of renewable fuel through certain of these projects is incentivized by the federal Renewable Fuel Standard (RFS) program.
Oil refiners and importers are required through the RFS program to blend specified volumes of renewable transportation fuels with gasoline or buy RINs from renewable fuel producers.
RIN prices generally respond to administrative actions, decisions and/or regulations from the EPA, including the issuance of an annual renewable volumetric obligation, as well as fluctuations in supply and demand.
Changes in the RFS market, the structure of the RFS program or RIN prices and demand may impact the financial performance of the projects developed to capture and treat gas and could impact or alter our projected future investments.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
As a result, we may be
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components in order to service them, negatively impacts our ability to provide services.
- the effects of the evolving COVID-19 pandemic and actions taken in response thereto;
Pursuant to the Energy Independence and Security Act of 2007, the EPA establishes annual renewable fuel volume requirements for four different categories of renewable fuels (renewable fuel, advanced biofuel, cellulosic biofuel, and biomass-based diesel).
These volume requirements set standards for the proportion of refiners' or importers' total fuel volume that must contain renewable fuels (as designated by regulation).
The total volume metrics for each year vary based upon a number of factors (e.g., the availability of such fuels), and it is difficult to predict the ultimate quantity that the EPA will eventually mandate for future years.
The Intergovernmental Panel on Climate Change (IPCC), which includes more than 1,300 scientists from the United States and other countries, forecasts a temperature rise of 2.5° to 10° Fahrenheit over the next century.
seek to impose liability on us for environmental damage.
While we
carbon dioxide, which also is a greenhouse gas.
The timing of the final resolutions to
The COVID-19 pandemic has negatively impacted, and is likely to continue to negatively impact, our business, results of operations and financial performance.
The COVID-19 pandemic has created significant uncertainties.
These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our supply chain partners, our employees and our customers.
As a result of the COVID-19 pandemic, our costs of doing business have increased, including for the purchase of additional safety equipment and hygiene products, increased facility and equipment cleaning, and the expansion of certain aspects of our existing healthcare programs.
Additionally, if the pandemic continues and conditions worsen or if there is a large outbreak or resurgence of COVID-19 in various regions, we expect to experience additional adverse impacts on our operational and commercial activities and our collections of accounts receivable, which adverse impacts may be material.
The degree to which COVID-19 impacts our results going forward will depend on future developments, which are uncertain and cannot be predicted, including, but not
limited to, the duration, variants and spread of COVID-19, its severity, the actions to contain the virus or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume.
Any of the foregoing factors, or other cascading effects of the COVID-19 pandemic that are not currently foreseeable, could materially increase our costs, negatively impact our business and damage our results of operations and our liquidity position, possibly to a significant degree.
An excerpt. Shown here: 40 of 65 rewritten, all 24 added and all 17 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2022 filing and the FY2021 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
294 rewritten, 223 added, 154 removed, 415 unchanged
For further discussion regarding our results of operations for the year ended December 31, [removed: 2020] [added: 2021] as compared to the year ended December 31, [removed: 2019,] [added: 2020,] refer to Part II, Item 7.
*Management's Discussion and Analysis of Financial Condition and Results of Operations*, in our Annual Report on [Form 10-K for the fiscal year ended December 31, [removed: 2020](https://www.sec.gov/ix?doc=/Archives/edgar/data/1060391/000106039121000014/rsg-20201231.htm).][added: 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/1060391/000106039122000007/rsg-20211231.htm).]
In [removed: mid-March] 2020, certain customers in our small- and large-container businesses began adjusting their service levels, which included a decrease in the frequency of pickups or a temporary pause in service.
The effects of the COVID-19 pandemic on our business are described in more detail in the [removed: *Results] [added: Results] of [removed: Operations*] [added: Operations] discussion in this [removed: *Management's] [added: Management's] Discussion and Analysis of Financial Condition and Results of [removed: Operations*.][added: Operations.]
[removed: 2022] [added: 2023] Financial Guidance
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
We expect an increase in average yield of approximately [removed: 3.4%] [added: 5.5%] and volume growth to be in a range of [removed: 1.5%] [added: 0.5%] to [removed: 2.0%.][added: 1.0%.]
The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, [removed: 2022] [added: 2023] compared to the actual adjusted diluted earnings per share for the year ended December 31, [removed: 2021.][added: 2022.]
| | | | (Anticipated) Year Ending December 31, [removed: 2022] [added: 2023] | | | | | | (Actual) Year Ended December 31, [removed: 2021] [added: 2022] | | |
| Diluted earnings per share | | | $ [removed: 4.53] [added: 5.02] to [removed: 4.60] [added: 5.10] | | | | | | $ | [removed: 4.04] [added: 4.69] | |
| Restructuring charges | | | 0.05 | | | | | | [removed: 0.04] [added: 0.06] | | |
[removed: | Loss] [added: (Gain) loss] on [removed: business divestitures] [added: Business Divestitures] and [removed: impairments, net | | | — | | | | | | 0.02 | | |][added: Impairments, Net]
| Accelerated vesting of compensation expense for CEO transition | | | — | | | | | | [added: — | | | | | | — | | | | | | — | | | | | | 22.0 | | | | | | — | | | | | | 22.0 | | | | | |] 0.07 | | |
| Adjusted diluted earnings per share | | | $ [removed: 4.58] [added: 5.15] to [removed: 4.65] [added: 5.23] | | | | | | $ | [removed: 4.17] [added: 4.93] | |
As of December 31, [removed: 2021,] [added: 2022,] we operated [removed: facilities in 41 states] [added: across the United States and Canada] through [removed: 356] [added: 353] collection operations, [removed: 239] [added: 233] transfer stations, [removed: 198 active landfills,] 71 recycling [removed: processing] centers, [added: 206 active landfills,] 3 treatment, recovery and disposal facilities, [removed: 3] [added: 20] treatment, storage and disposal facilities (TSDF), 6 salt water disposal [removed: wells,] [added: wells] and 7 deep injection wells.
We are engaged in [removed: 77] [added: 73] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 124] [added: 128] closed landfills.
Revenue for the year ended December 31, [removed: 2021] [added: 2022] increased by [removed: 11.2%] [added: 19.6%] to [removed: $11,295.0] [added: $13,511.3] million compared to [removed: $10,153.6] [added: $11,295.0] million in [removed: 2020.][added: 2021.]
This change in revenue is due to increased volume of [removed: 3.8%,] [added: 2.4%,] average yield of [removed: 2.9%,] [added: 5.2%,] acquisitions, net of divestitures of [removed: 2.8%, recycling processing and commodity sales of 1.1%, and] [added: 9.6%,] fuel recovery fees of [removed: 0.8%,] [added: 2.6% and environmental solutions revenue of 0.5%,] partially offset by decreased [removed: environmental solutions revenue] [added: recycling processing and commodity sales] of [removed: 0.1%.][added: 0.6%.]
Additionally, revenue decreased 0.1% due to one less workday in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]
The following table summarizes our revenue, costs and expenses for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] (in millions of dollars and as a percentage of revenue):
| Revenue | | | $ | [removed: 11,295.0] [added: 13,511.3] | | | | | 100.0 | | % | | | | $ | [removed: 10,153.6] [added: 11,295.0] | | | | | 100.0 | | % | | | | | | | | | | | | |
| Cost of operations | | | [removed: 6,737.7] [added: 8,205.0] | | | | | | [removed: 59.7] [added: 60.7] | | | | | | [removed: 6,100.5] [added: 6,737.7] | | | | | | [removed: 60.1] [added: 59.7] | | | | | | | | | | | | | | |
| Depreciation, amortization and depletion of property and equipment | | | [removed: 1,111.7] [added: 1,245.6] | | | | | | [removed: 9.8] [added: 9.2] | | | | | | [removed: 1,015.9] [added: 1,111.7] | | | | | | [removed: 10.0] [added: 9.8] | | | | | | | | | | | | | | |
| Amortization of other intangible assets | | | [removed: 33.3] [added: 53.9] | | | | | | [removed: 0.3] [added: 0.4] | | | | | | [removed: 21.2] [added: 33.3] | | | | | | [removed: 0.2] [added: 0.3] | | | | | | | | | | | | | | |
| Amortization of other assets | | | [removed: 40.5] [added: 52.1] | | | | | | 0.4 | | | | | | [removed: 38.8] [added: 40.5] | | | | | | 0.4 | | | | | | | | | | | | | | |
| Accretion | | | [removed: 82.7] [added: 89.6] | | | | | | 0.7 | | | | | | [removed: 82.9] [added: 82.7] | | | | | | [removed: 0.8] [added: 0.7] | | | | | | | | | | | | | | |
| Selling, general and administrative | | | [removed: 1,195.8] [added: 1,454.3] | | | | | | [removed: 10.6] [added: 10.8] | | | | | | [removed: 1,053.0] [added: 1,195.8] | | | | | | [removed: 10.4] [added: 10.6] | | | | | | | | | | | | | | |
[removed: |] [added: Adjustment to] Withdrawal [removed: costs - multiemployer pension funds | | | — | | | | | | — | | | | | | 34.5 | | | | | | 0.3 | | | | | | | | | | | | | | |][added: Liability for Multiemployer Pension Funds]
| [removed: Loss] [added: (Gain) loss] on business divestitures and impairments, net | | | [removed: 0.5] [added: (6.3)] | | | | | | — | | | | | | [removed: 77.7] [added: 0.5] | | | | | | [removed: 0.8] [added: —] | | | | | | | | | | | | | | |
| Restructuring charges | | | [removed: 16.6] [added: 27.0] | | | | | | [removed: 0.1] [added: 0.2] | | | | | | [removed: 20.0] [added: 16.6] | | | | | | [removed: 0.2] [added: 0.1] | | | | | | | | | | | | | | |
| Operating income | | | $ | [removed: 2,076.2] [added: 2,391.7] | | | | | [removed: 18.4] [added: 17.6] | | % | | | | $ | [removed: 1,709.1] [added: 2,076.2] | | | | | [removed: 16.8] [added: 18.4] | | % | | | | | | | | | | | | |
Our pre-tax income was [removed: $1,575.1] [added: $1,831.5] million for the year ended December 31, [removed: 2021,] [added: 2022,] compared to [removed: $1,142.7] [added: $1,575.1] million in [removed: 2020.][added: 2021.]
Our net income attributable to Republic Services, Inc. was [removed: $1,290.4] [added: $1,487.6] million, or [removed: $4.04] [added: $4.69] per diluted share for [removed: 2021,] [added: 2022,] compared to [removed: $967.2] [added: $1,290.4] million, or [removed: $3.02] [added: $4.04] per diluted share, for [removed: 2020.][added: 2021.]
During [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, [added: tax impact,] net income attributable to Republic Services, Inc. (net income – Republic) and diluted earnings per share as noted in the following table (in millions, except per share data).
Additionally, see our *Results of Operations* section of this *Management's Discussion and Analysis of Financial Condition and Results of Operations* for a discussion of other items that impacted our earnings during the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
| [removed: | | | Year] [added: Year] Ended December 31, [removed: 2021] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: Year Ended December 31, 2020] | | | | | | | | | | | | | | | [added: | | |]
| | | | Pre-tax Income | | | | | | [added: Tax Impact(2) | | | | | |] Net Income - Republic | | | | | | Diluted Earnings per Share | | | | | | Pre-tax Income | | | | | | [added: Tax Impact(2) | | | | | |] Net Income - Republic | | | | | | Diluted Earnings per Share | | |
| [removed: Loss] [added: (Gain) loss] on business divestitures and impairments, net | | | [removed: 0.5] [added: (6.3)] | | | | | | [removed: 6.0] [added: (2.5)] | | | | | | [removed: 0.02] [added: (3.8)] | | | | | | [removed: 77.7] [added: (0.01)] | | | | | | [removed: 65.5] [added: 0.5] | | | | | | [removed: 0.21] [added: (5.5)] | | | [added: | | | 6.0 | | | | | | 0.02 | | |]
| Accelerated vesting of compensation expense for CEO transition | | | [removed: 22.0 | | | | | | 22.0 | | | | | | 0.07] [added: —] | | | | | | — | | | | | | [removed: —] [added: 22.0] | | | | | | [removed: —] [added: 0.2] | | |
We believe that presenting adjusted pre-tax income, adjusted [added: tax impact, adjusted] net income – Republic, and adjusted diluted earnings per share, which are not measures determined in accordance with U.S. GAAP, provide an understanding of operational activities before the financial impact of certain items.
On May 2, 2022, we acquired all outstanding equity of US Ecology in a transaction valued at $2.2 billion.
This acquisition expands our existing environmental solutions footprint and expands our platform to provide customers in North America with environmental solutions from collection to disposal, including recycling, solid waste, special waste, hazardous waste, container rental and field services.
We financed the transaction using the proceeds of a new $1.0 billion unsecured Term Loan Credit Agreement (Term Loan Facility) and borrowings under our existing $3.0 billion unsecured revolving credit facility.
For the year ended December 31, 2022, the financial results of US Ecology are included within our Group 3 reportable segment.
In 2023, we will focus on pricing in excess of cost inflation, driving profitable volume growth, investing in sustainability to improve the environment and drive growth, investing in value-creating acquisitions and advancing technology to improve productivity and increase customer retention.
We expect revenue to be in the range of $14.650 billion to $14.800 billion.
Average yield on related business revenue is expected to be 6.5%.
| US Ecology, Inc. acquisition integration and deal costs | | | 0.08 | | | | | | 0.19 | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | |
| As reported | | | $ | 1,831.5 | | | | | $ | 343.9 | | | | | $ | 1,487.6 | | | | | $ | 4.69 | | | | | $ | 1,575.1 | | | | | $ | 282.8 | | | | | $ | 1,290.4 | | | | | $ | 4.04 | |
| Restructuring charges | | | 27.0 | | | | | | 7.1 | | | | | | 19.9 | | | | | | 0.06 | | | | | | 16.6 | | | | | | 4.4 | | | | | | 12.2 | | | | | | 0.04 | | |
| Adjustment to withdrawal liability for multiemployer pension funds(1) | | | (1.6) | | | | | | (0.4) | | | | | | (1.2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| US Ecology, Inc. acquisition integration and deal costs | | | 77.3 | | | | | | 17.0 | | | | | | 60.3 | | | | | | 0.19 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Total adjustments | | | 96.4 | | | | | | 21.2 | | | | | | 75.2 | | | | | | 0.24 | | | | | | 39.1 | | | | | | (1.1) | | | | | | 40.2 | | | | | | 0.13 | | |
| As adjusted | | | $ | 1,927.9 | | | | | $ | 365.1 | | | | | $ | 1,562.8 | | | | | $ | 4.93 | | | | | $ | 1,614.2 | | | | | $ | 281.7 | | | | | $ | 1,330.6 | | | | | $ | 4.17 | |
(1) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the year ended December 31, 2022.
(2) The income tax effect related to our adjustments includes both current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.
*Restructuring charges.* In 2022 and 2021, we incurred restructuring charges of $27.0 million and $16.6 million, respectively, primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems.
These systems were placed into production in 2022, and we do not expect to incur future costs related to the implementation of these systems.
*Adjustment to withdrawal liability for multiemployer pension funds.* During 2022, we recorded a net reduction of $1.6 million related to the remeasurement of withdrawal costs liabilities from multiemployer pension plans.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
*US Ecology, Inc. acquisition integration and deal costs.* During the year ended December 31, 2022, we incurred $77.3 million of acquisition integration and deal costs in connection with the acquisition of US Ecology, which included certain costs to close the acquisition and integrate the business, including stock compensation expense for unvested awards at closing as well as severance and change-in-control payments.
The acquisition closed on May 2, 2022.
In 2023, we expect to incur costs of approximately $35 million to integrate the US Ecology business, primarily related to the integration of certain software systems as well as rebranding the business.
We expect to be substantially complete with our integration activities by the end of 2023.
Our revenue from environmental solutions primarily consists of (1) fees we charge for the collection, treatment, transfer and disposal of hazardous and non-hazardous waste, (2) field and industrial services, (3) equipment rental, (4) emergency response and standby services, (5) in-plant services, such as transportation and logistics, including at our TSDFs and (6) in-plant services such as high-pressure cleaning, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries, chemical, steel and automotive plants and other governmental, commercial and industrial facilities.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |
| Large-container | | | 2,701.1 | | | | | | 20.0 | | | | | | 2,355.6 | | | | | | 20.8 | | |
| Other | | | 53.9 | | | | | | 0.4 | | | | | | 52.1 | | | | | | 0.5 | | |
| Total collection | | | 9,343.3 | | | | | | 69.1 | | | | | | 8,278.2 | | | | | | 73.3 | | |
| Landfill | | | 2,681.7 | | | | | | | | | | | | 2,516.6 | | | | | | | | |
| Landfill, net | | | 1,549.8 | | | | | | 11.5 | | | | | | 1,423.8 | | | | | | 12.6 | | |
| Environmental solutions | | | 1,262.1 | | | | | | | | | | | | 242.4 | | | | | | | | |
| Less: intercompany | | | (53.9) | | | | | | | | | | | | (19.5) | | | | | | | | |
| Environmental solutions, net | | | 1,208.2 | | | | | | 8.9 | | | | | | 222.9 | | | | | | 2.0 | | |
| | | | 2022 | | | | | | 2021 | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
The following table reflects average yield and core price as a percentage of related-business revenue for the years ended December 31, 2022 and 2021:
The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets.
The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration and spread of the pandemic, all of which are uncertain and cannot be predicted at this time.
This decline in service activity peaked in the first half of April 2020 and improved sequentially through December 31, 2021.
In April 2020, we launched our Committed to Serve initiative and committed $20 million to support frontline employees and
their families, as well as small business customers in the local communities where we serve.
In addition to this initiative, we
have experienced an increase in certain costs of doing business as a direct result of the COVID-19 pandemic, including costs
for additional safety equipment and hygiene products and increased facility and equipment cleaning.
These costs are intended to
assist in protecting the safety of our frontline employees as we continue to provide an essential service to our customers.
In
2020 and 2021, we recognized our frontline employees for their commitment and contributions to their communities during the pandemic with awards that were paid in January 2021 and November 2021, respectively.
In addition, we incurred incremental costs associated with expanding certain aspects of our existing healthcare programs.
We may continue to incur similar costs in future years, although we expect the annual amount of such costs to be less than those incurred in 2020.
On February 8, 2022, we entered into a definitive agreement to acquire all outstanding shares of US Ecology, Inc. (US Ecology) in a transaction valued at approximately $2.2 billion, including debt.
US Ecology is a leading provider of environmental solutions offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.
We intend to finance the transaction using existing and new sources of debt.
The guidance included herein does not contemplate the impact from the pending acquisition of US Ecology, which is subject to regulatory and other approvals.
In 2022, we will focus on driving profitable growth, making disciplined acquisition investments, maintaining an inclusive and engaging culture for our people, delivering a superior customer experience, and advancing technology to drive operational excellence.
Our team remains focused on executing our strategy to deliver consistent earnings and free cash flow growth, and improving return on invested capital, while partnering with customers to create a more sustainable world.
We are committed to maintaining an efficient capital structure, preserving our investment grade credit ratings and increasing cash returned to our shareholders.
Our guidance is based on current economic conditions and does not assume any significant changes in the overall economy in 2022.
| | | | | | | | | | | | |
| | | | 2021 | | | | | | | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| As reported | | | $ | 1,575.1 | | | | | $ | 1,290.4 | | | | | $ | 4.04 | | | | | $ | 1,142.7 | | | | | $ | 967.2 | | | | | $ | 3.02 | |
| Loss on extinguishment of debt and other related costs | | | — | | | | | | — | | | | | | — | | | | | | 99.1 | | | | | | 73.0 | | | | | | 0.23 | | |
| Restructuring charges | | | 16.6 | | | | | | 12.2 | | | | | | 0.04 | | | | | | 20.0 | | | | | | 14.8 | | | | | | 0.05 | | |
| Withdrawal costs - multiemployer pension funds | | | — | | | | | | — | | | | | | — | | | | | | 34.5 | | | | | | 25.5 | | | | | | 0.08 | | |
| Bridgeton insurance recovery | | | — | | | | | | — | | | | | | — | | | | | | (10.8) | | | | | | (8.2) | | | | | | (0.03) | | |
| Total adjustments | | | 39.1 | | | | | | 40.2 | | | | | | 0.13 | | | | | | 220.5 | | | | | | 170.6 | | | | | | 0.54 | | |
| As adjusted | | | $ | 1,614.2 | | | | | $ | 1,330.6 | | | | | $ | 4.17 | | | | | $ | 1,363.2 | | | | | $ | 1,137.8 | | | | | $ | 3.56 | |
*Loss on extinguishment of debt and other related costs.* During 2020, we incurred a loss on the early extinguishment of debt and other related costs related to the early extinguishment of our $600.0 million 5.250% senior notes due November 2021 (the 2021 Notes) and our $850.0 million 3.550% senior notes due June 2022 (the 2022 Notes), and to redeem $250.0 million of the $550.0 million outstanding 4.750% senior notes due May 2023 (the 2023 Notes).
We paid total cash premiums of $99.1 million and
incurred non-cash charges related to the proportional share of unamortized discounts and deferred issuance costs of $2.8 million.
The unamortized proportional share of certain cash flow hedges reclassified to earnings as non-cash interest expense was $1.8 million, and the proportional share of our fair value hedges (related to the 2023 Notes) that were dedesignated and recognized in earnings as a reduction to non-cash interest expense was $4.7 million.
During 2021, we did not incur a loss on the early extinguishment of debt.
*Restructuring charges.* In 2020, we incurred costs related to the redesign of certain back-office software systems, which continued into 2021.
In addition, in July 2020, we eliminated certain back-office support positions in response to a decline in the underlying demand for services resulting from the COVID-19 pandemic.
In 2021 and 2020, we incurred restructuring charges of $16.6 million and $20.0 million, respectively.
During 2020, we recorded a net loss on business divestitures and impairments of $77.7 million, including $42.6 million resulting from management’s decision to exit certain product offerings and geographic basins in our upstream environmental solutions business.
An excerpt. Shown here: 40 of 294 rewritten, 40 of 223 added and 40 of 154 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2022 filing and the FY2021 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
16 rewritten, 3 added, 2 removed, 22 unchanged
| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value as of December 31, [removed: 2021] [added: 2022] | | |
The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling [removed: $123.9] [added: $116.7] million.
As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $1,213.4] [added: $3,349.1] million of floating rate debt [removed: and $300.0 million of] [added: including] floating interest rate swap contracts.
If interest rates increased or decreased by 100 basis points on our variable rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately [removed: $15] [added: $33] million.
See Note 9, *Debt,* of the notes to our [added: audited] consolidated financial statements in Part II, Item 8 of this Form 10-K for further information regarding how we manage interest rate risk.
As of December 31, [removed: 2021,] [added: 2022,] we had no fuel hedges in place.
At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel costs by approximately [removed: $26] [added: $27] million per year.
Offsetting these changes in fuel expense would [removed: be] [added: result in] changes in our fuel recovery fee charged to our customers.
At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately [removed: $26] [added: $31] million per year.
Our operations also require the use of certain petrochemical-based products (such as liners at our landfills) [removed: whose costs] [added: the cost of which] may vary with the price of petrochemicals.
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
Our fuel costs were [removed: $383.0] [added: $631.1] million [removed: in 2021,] [added: during 2022,] or [removed: 3.4%] [added: 4.7%] of revenue, compared to [removed: $271.7 million in 2020,] [added: $383.0 million,] or [removed: 2.7%] [added: 3.4%] of [removed: revenue.][added: revenue, during 2021.]
We market recovered materials such as old corrugated containers and old newsprint from our recycling [removed: processing] centers.
As of December 31, [removed: 2021,] [added: 2022,] we had no recycling commodity hedges in place.
At current volumes and mix of materials, we believe a $10 [removed: per ton] change in the price of recycled commodities would change [added: both] annual revenue and operating income by approximately [removed: $22 million and] $10 [removed: million, respectively.][added: million.]
Revenue from recycling processing and commodity sales during the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was [removed: $420.5] [added: $359.3] million and [removed: $297.1] [added: $420.5] million, respectively.
| Amount outstanding (in millions) | | | $ | 311.8 | | | | | $ | 910.4 | | | | | $ | 860.6 | | | | | $ | 508.9 | | | | | $ | 658.5 | | | | | $ | 5,212.8 | | | | | $ | 8,463.0 | | | | | $ | 7,638.5 | |
| Amount outstanding (in millions) | | | $ | 144.2 | | | | | $ | 20.7 | | | | | $ | 1,000.0 | | | | | $ | 1,331.8 | | | | | $ | — | | | | | $ | 942.5 | | | | | $ | 3,439.2 | | | | | $ | 3,430.2 | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| Amount outstanding (in millions) | | | $ | 8.2 | | | | | $ | 331.0 | | | | | $ | 906.3 | | | | | $ | 856.7 | | | | | $ | 507.1 | | | | | $ | 5,855.6 | | | | | $ | 8,464.9 | | | | | $9,050.2 | | |
| Amount outstanding (in millions) | | | $ | — | | | | | $ | 144.2 | | | | | $ | 20.6 | | | | | $ | — | | | | | $ | 106.1 | | | | | $ | 942.5 | | | | | $ | 1,213.4 | | | | | $1,205.8 | | |
Item 1. BUSINESS
165 rewritten, 118 added, 46 removed, 335 unchanged
[removed: As of December 31, 2021, we operated facilities in 41 states] [added: We operate across the United States and Canada] through [removed: 356] [added: 353] collection operations, [removed: 239] [added: 233] transfer stations, [removed: 198 active landfills,] 71 recycling [removed: processing] centers, [added: 206 active landfills,] 3 treatment, recovery and disposal facilities, [removed: 3] [added: 20] treatment, storage and disposal facilities (TSDF), 6 salt water disposal [removed: wells,] [added: wells] and 7 deep injection wells.
We are engaged in [removed: 77] [added: 73] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 124] [added: 128] closed landfills.
We believe the total addressable [added: North American] environmental services market in which we operate generates approximately [removed: $91] [added: $107] billion of annual revenue, which includes the [removed: $67] [added: $78] billion [removed: U.S.] [added: United States and Canada] recycling and solid waste industry and [removed: $24] [added: $29] billion of the broader environmental [removed: services] [added: solutions] industry.
Environmental [removed: services] [added: solutions] remains fragmented which provides consolidation opportunities to drive scale.
We believe we will be able to further expand our addressable market into other segments of the environmental services industry over time by leveraging our differentiated [removed: capabilities.][added: capabilities, including (1) customer zeal, (2) digital and (3) sustainability.]
[removed: Our operations are national in scope,] [added: We operate throughout North America,] but the physical collection and recycling or disposal of material is very much a local business and the dynamics and opportunities differ in each of [removed: our markets.][added: the markets we serve.]
We further believe our focus and commitment to sustainability allows us to attract and retain the best talent, win more customers, increase customer [removed: loyalty, and ultimately] [added: loyalty and, ultimately,] drive higher revenue and profits.
Our strategy is designed to generate profitable growth by sustainably managing our customers’ needs, and it is underpinned by three foundational elements – (1) our market position, (2) our operating [removed: model,] [added: model] and (3) our people and talent agenda.
We strive to have [removed: a number one or number two] [added: leading] market position in each of the markets we serve, or have a clear path [removed: on] [added: toward] how we will achieve a leading market position over time.
We have a robust market planning process to identify opportunities to grow internally through capital investments and infrastructure [removed: development,] [added: development] and externally through acquisitions and public-private partnerships.
Additionally, our market planning process allows us to analyze market conditions and proactively adjust to trends as they emerge, including the effects of [added: legislation,] demographic [removed: shifts,] [added: shifts] and changes in the market and the competitive landscape.
We seek to obtain long-term contracts for collecting [removed: recyclable and] [added: recyclable,] solid waste [added: and industrial waste] material under residential collection contracts with municipalities, exclusive franchise agreements, [removed: and] small-container and [added: large-container contracts and environmental solutions service contracts.]
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
[removed: large-container contracts.][added: | Large-container | | | | | | 4,600 | | | | | | 9.2 | | |]
We also look to enter into long-term disposal and recycling [removed: processing] contracts with municipalities and other third parties.
- Price Increases *-* We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in vehicles, equipment, landfills, transfer [removed: stations and] [added: stations,] recycling [removed: processing centers.][added: centers and other post-collection infrastructure.]
- Expansion of Recycling Capabilities \- Based on the most recent [removed: U.S.] [added: United States] Environmental Protection Agency (EPA) data, [removed: we believe] approximately 32% of municipal solid waste is recycled and/or composted.
We will continue to look for opportunities to expand or enhance our recycling capabilities in markets where customers are demanding these [removed: services and] [added: services,] demonstrating a willingness to [removed: pay,] [added: pay] and [added: where] we can earn an appropriate return on our investment.
Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, transfer stations, landfills and recycling [removed: processing] centers.
Where appropriate, we seek to obtain permits to build transfer stations, recycling [removed: processing] centers and landfills that would vertically integrate our waste services or expand the service areas for our existing disposal sites.
Through landfill and fleet innovation, recycling and circularity of key [removed: materials,] [added: materials] and renewable energy production, [removed: we’re] [added: we are] committed to environmentally responsible operations that increase our efficiency as well as our ability to partner with customers to create a more sustainable world.
We also evaluate [added: stand-alone] opportunities to acquire [removed: operations and] [added: businesses and/or] facilities that are being divested by other publicly-owned companies.
We believe over time we have an opportunity to acquire operations and facilities from municipalities and other local [removed: governments,] [added: governments] as they seek to raise capital and/or reduce risk.
[removed: Key elements of our operating model are our] organizational structure, safety, fleet automation, compressed natural gas vehicles, fleet electrification and standardized maintenance.
We have a dedicated team of safety professionals at our corporate headquarters and in our field operations, [removed: the leader] [added: led by our Vice President] of [removed: which] [added: Safety who] reports directly to our Chief Operating Officer.
Over the past 10 years, our safety performance (based on OSHA recordable rates) has been [removed: 38%] [added: 35%] better than the industry average.
Our *Think, Choose, Live* slogan encapsulates our everyday safety messaging to our employees to: *Think* about what you are doing, *Choose* the safe [removed: answer,] [added: answer] and *Live* to go home to your family.
With the phrase printed on numerous items, including hard hats and the equipment our employees [removed: touch,] [added: use,] there are constant reminders for employees to go home in the same condition in which they came to work.
Through our Safety Amplified program, we are providing [removed: even] more tools and driving [removed: even] greater awareness to help our teams better execute our safety standards.
- Innovate Together: We employ the latest technologies in our fleet, including automation, rear cameras, in-cab backup [removed: alarms,] [added: alarms] and event recording [removed: systems] [added: systems,] and [added: we] take a data-driven approach to support our employees.
[added: The information contained on our website shall not be deemed] incorporated by reference in this Annual Report on Form 10-K or in any other filing we make under the Securities Exchange Act of 1934, as amended (Exchange Act).
Approximately [removed: 77%] [added: 76%] of our residential routes have been converted to automated single-driver trucks.
Additionally, communities using automated vehicles [added: generally] have higher participation rates in recycling programs, thereby complementing our initiative to expand our recycling capabilities.
Approximately [removed: 13%] [added: 20%] of our [added: recycling and solid waste collection fleet operates on CNG and approximately 17% of our] replacement [added: recycling and solid waste] vehicle purchases during [removed: 2021] [added: 2022] were CNG vehicles.
We believe using CNG vehicles provides us [added: with] a competitive advantage in communities with strict clean emission initiatives that focus on protecting the environment.
As of December 31, [removed: 2021,] [added: 2022,] we operated [removed: over 40] [added: 45] CNG fueling stations.
We [added: believe we] are taking a leadership position in electric technology innovation for our [added: recycling and solid waste collection] fleet.
[removed: This is a critical step toward reducing our environmental impact through lower fleet emissions, and we] [added: We] believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities.
As electric vehicle technology continues to develop, we [removed: will] [added: expect to] further deploy electrification to our fleet.
As of December 31, [removed: 2021,] [added: 2022,] our average fleet age in years, by line of business, was as follows:
In 2022, we announced the development of our first Polymer Center, a vertical integration that will advance circularity for plastics and help us manage the plastics stream from curbside collection to delivery of recycled content for consumer packaging.
The Polymer Center will enable us to produce food-grade drop-in substitutes for virgin plastics, while allowing us to expand recycling of plastics across North America.
For instance, during the second quarter of 2022, we acquired US Ecology, Inc. (US Ecology), a leading provider of environmental solutions, offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.
Key elements of our operating model are our
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3.
Group 1 is our recycling and solid waste business operating primarily in geographic areas located in the western United States.
Group 2 is our recycling and solid waste business operating primarily in geographic areas located in the southeastern and mid-western United States and the eastern seaboard of the United States.
Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada.
These groups each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
This is a critical step toward reducing our environmental impact through lower fleet emissions.
| Residential | | | | | | 7,200 | | | | | | 7.6 | | |
| Small-container | | | | | | 5,100 | | | | | | 7.0 | | |
| Total | | | | | | 16,900 | | | | | | 7.9 | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
In January 2023, we also launched a new LGBTQ+ BRG.
We will continue to offer opportunities to help our employees conduct courageous and authentic conversations with one another.
We relaunched our successful Leadership Fundamentals program in 2022, targeting field leaders.
With a goal of reaching all leaders through this program, approximately 650 leaders completed this training in 2022, with approximately 2,150 more slated in 2023.
We have had 98 participants in the course so far.
Additionally, our MBA intern program, with 24 participants since 2019, introduces
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
strong talent to the organization and is a path of opportunity into the GMAP program.
*Compensation and Benefits*
We continue to expand our offering of products and services to meet customer demand for a single provider for their environmental service needs.
We have made progress on this front, primarily through acquisitions, including the acquisition of US Ecology in May 2022.
US Ecology is a leading provider of environmental solutions, offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals(1) and our greenhouse gas reduction goal is aligned with The Paris Agreement, an international treaty on climate change adopted in 2015.
Each goal is aligned with one of the Company's elements of sustainability.
*•Safety Amplified:* Achieve zero annual employee fatalities
- *Charitable Giving:* Create sustainable neighborhoods through strong community partnerships for 45 million people by 2030(2)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Before that, Mr. DelGhiaccio served as Vice President, Investor Relations from 2012 to
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Ms. Liddell serves on the Board of Directors of The Kristine Pettoni Foundation.
Comprehensive Environmental Services
We offer a wide array of products and services with a proven track record in safety, compliance and environmental stewardship.
Recycling & Solid Waste Services
We were incorporated in Delaware in 1996.
In March 2020, the World Health Organization declared the outbreak of a new strain of coronavirus (COVID-19) a pandemic.
The COVID-19 pandemic has impacted the global economy as well as certain aspects of our operations and performance.
During this time, we continued to provide essential services to our customers while prioritizing the health and safety of our employees.
In April 2020, we launched our Committed to Serve initiative to help our employees, customers and communities across the United States.
The impact of COVID-19 on our business and associated costs are discussed in Part II, Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations* in this Annual Report on Form 10-K.
The information contained on our website shall not be deemed
Approximately 21% of our fleet operates on CNG.
| Residential | | | | | | 7,000 | | | | | | 7.3 | | |
| Small-container | | | | | | 4,900 | | | | | | 6.7 | | |
| Large-container | | | | | | 4,500 | | | | | | 8.8 | | |
| Total | | | | | | 16,400 | | | | | | 7.6 | | |
for inclusion and diversity.
Given the representation of LatinX employees in our workforce and the desire to create community amongst this valued population, we launched Unidos in the summer of 2021.
While business resource groups help to drive a more inclusive environment for our diverse populations, we remain committed to driving inclusion for all of our employees.
As the nation continues to experience inflection points in race relations, we are well-positioned to address the call for social justice because it aligns with our human centered values and is reinforced by our existing commitment to advancing and supporting Black employees and Black communities.
In 2021, 20 technicians participated in the program.
*Rewards*
Our commitment to paying market competitive wages enables us to
In response to our customers’ requests, we expanded our suite of products to include electronics recycling and universal recycling.
The implementation of the "RISE" dispatch platform was substantially completed in 2020.
We introduced our Elements of
Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals(1) and have guided our strategy since 2019.
- *Charitable Giving:* Positively impact 20 million people by 2030(2)
Such ratings have allowed us, and should continue to allow us, to readily access capital markets at competitive rates.
*Sumona De Graaf* was named Executive Vice President, Chief Human Resources Officer effective January 2022.
Ms. De Graaf joined the Company in January 2020 as Senior Vice President and Chief Human Resources Officer where she was responsible for overseeing and executing our talent strategy.
Prior to joining the Company, Ms. De Graaf worked for ghSMART advising
boards and coaching executive leaders.
Before ghSMART, Ms. De Graaf was the Global Head of Career Development at Bloomberg LP and held roles in learning and diversity for both American Express and Goldman Sachs.
*Jeffrey A.
Hughes* was named Executive Vice President, Chief Administrative Officer in December 2008.
Before that, Mr. Hughes served as Senior Vice President, Eastern Region Operations for Allied Waste Industries, Inc. (Allied) from 2004 until the Allied acquisition in December 2008.
Mr. Hughes served as Assistant Vice President of Operations Support for Allied from 1999 to 2004 and as a District Manager for Allied from 1988 to 1999.
Mr. Hughes has over 29 years of experience in the solid waste industry.
Mr. Stuart serves on the Board of Directors of Romeo Power, Inc.
Integrated Operations
markets that are not fully integrated.
The in-place capacity of our landfills is subject to change based
Additionally, it is generated from the by-products of oil and natural gas exploration and production activity.
An excerpt. Shown here: 40 of 165 rewritten, 40 of 118 added and 40 of 46 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2022 filing and the FY2021 filing.
Item 3. LEGAL PROCEEDINGS
3 rewritten, 0 added, 0 removed, 13 unchanged
As used in the immediately following paragraph, the term *legal proceedings* refers to litigation and similar claims against us and our subsidiaries, excluding: (1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with self-insured employee health care costs, are discussed in Note 7, *Other Liabilities,* to our [added: audited] consolidated financial statements in Part II, Item 8 of this Annual [removed: report] [added: Report] on Form 10-K; and (2) environmental remediation liabilities, which totaled [removed: $454.9] [added: $487.5] million at December 31, [removed: 2021] [added: 2022] and which are discussed in Note 8, *Landfill and Environmental Costs,* to our [added: audited] consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K*.*
We have recorded an aggregate accrual of approximately [removed: $11] [added: $9] million relating to our outstanding legal proceedings as of December 31, [removed: 2021.][added: 2022.]
If we had used the high ends of such ranges, our aggregate potential liability would be approximately [removed: $3] [added: $7] million higher than the amount recorded as of December 31, [removed: 2021.][added: 2022.]
Cover and table of contents
28 rewritten, 10 added, 5 removed, 51 unchanged
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
For the fiscal year ended December 31, [removed: 2021][added: 2022]
[removed: For] [added: For] the transition period from ___________ to [removed: ___________][added: ___________]
[removed: Commission] [added: Commission] file number: [removed: 1-14267][added: 1-14267]
As of June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the shares of the Common Stock held by non-affiliates of the registrant was [removed: $35.0] [added: $41.3] billion.
As of February [removed: 3, 2022,] [added: 7, 2023,] the registrant had outstanding [removed: 316,431,349] [added: 316,038,833] shares of Common Stock (excluding treasury shares of [removed: 3,146,953).][added: 4,244,307).]
Portions of the Registrant’s Proxy Statement relative to the [removed: 2022] [added: 2023] Annual Meeting of Shareholders are incorporated by reference in Part III hereof.
| Item 1. | | | [removed: [Business](#iff3c2e5e334b46cda42ca29ebe89bdc3_13)] [added: [Business](#ia741dac77d4a44c98e59804b33ecc307_13)] | | | [removed: [2](#iff3c2e5e334b46cda42ca29ebe89bdc3_13)] [added: [2](#ia741dac77d4a44c98e59804b33ecc307_13)] | | |
| Item 1A. | | | [Risk [removed: Factors](#iff3c2e5e334b46cda42ca29ebe89bdc3_16)] [added: Factors](#ia741dac77d4a44c98e59804b33ecc307_16)] | | | [removed: [17](#iff3c2e5e334b46cda42ca29ebe89bdc3_16)] [added: [19](#ia741dac77d4a44c98e59804b33ecc307_16)] | | |
| Item 1B. | | | [Unresolved Staff [removed: Comments](#iff3c2e5e334b46cda42ca29ebe89bdc3_19)] [added: Comments](#ia741dac77d4a44c98e59804b33ecc307_19)] | | | [removed: [27](#iff3c2e5e334b46cda42ca29ebe89bdc3_19)] [added: [29](#ia741dac77d4a44c98e59804b33ecc307_19)] | | |
| Item 2. | | | [removed: [Properties](#iff3c2e5e334b46cda42ca29ebe89bdc3_22)] [added: [Properties](#ia741dac77d4a44c98e59804b33ecc307_22)] | | | [removed: [27](#iff3c2e5e334b46cda42ca29ebe89bdc3_22)] [added: [29](#ia741dac77d4a44c98e59804b33ecc307_22)] | | |
| Item 3. | | | [Legal [removed: Proceedings](#iff3c2e5e334b46cda42ca29ebe89bdc3_25)] [added: Proceedings](#ia741dac77d4a44c98e59804b33ecc307_25)] | | | [removed: [28](#iff3c2e5e334b46cda42ca29ebe89bdc3_25)] [added: [30](#ia741dac77d4a44c98e59804b33ecc307_25)] | | |
| Item 4. | | | [Mine Safety [removed: Disclosures](#iff3c2e5e334b46cda42ca29ebe89bdc3_28)] [added: Disclosures](#ia741dac77d4a44c98e59804b33ecc307_28)] | | | [removed: [28](#iff3c2e5e334b46cda42ca29ebe89bdc3_28)] [added: [30](#ia741dac77d4a44c98e59804b33ecc307_28)] | | |
| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iff3c2e5e334b46cda42ca29ebe89bdc3_34)] [added: Securities](#ia741dac77d4a44c98e59804b33ecc307_34)] | | | [removed: [29](#iff3c2e5e334b46cda42ca29ebe89bdc3_34)] [added: [31](#ia741dac77d4a44c98e59804b33ecc307_34)] | | |
| Item 6. | | | \[Reserved\] | | | [removed: [31](#iff3c2e5e334b46cda42ca29ebe89bdc3_37)] [added: [32](#ia741dac77d4a44c98e59804b33ecc307_37)] | | |
| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iff3c2e5e334b46cda42ca29ebe89bdc3_43)] [added: Operations](#ia741dac77d4a44c98e59804b33ecc307_43)] | | | [removed: [31](#iff3c2e5e334b46cda42ca29ebe89bdc3_43)] [added: [33](#ia741dac77d4a44c98e59804b33ecc307_43)] | | |
| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iff3c2e5e334b46cda42ca29ebe89bdc3_82)] [added: Risk](#ia741dac77d4a44c98e59804b33ecc307_79)] | | | [removed: [55](#iff3c2e5e334b46cda42ca29ebe89bdc3_82)] [added: [59](#ia741dac77d4a44c98e59804b33ecc307_79)] | | |
| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#iff3c2e5e334b46cda42ca29ebe89bdc3_85)] [added: Data](#ia741dac77d4a44c98e59804b33ecc307_82)] | | | [removed: [57](#iff3c2e5e334b46cda42ca29ebe89bdc3_85)] [added: [61](#ia741dac77d4a44c98e59804b33ecc307_82)] | | |
| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#iff3c2e5e334b46cda42ca29ebe89bdc3_187)] [added: Disclosure](#ia741dac77d4a44c98e59804b33ecc307_178)] | | | [removed: [109](#iff3c2e5e334b46cda42ca29ebe89bdc3_187)] [added: [114](#ia741dac77d4a44c98e59804b33ecc307_178)] | | |
| Item 9A. | | | [Controls and [removed: Procedures](#iff3c2e5e334b46cda42ca29ebe89bdc3_190)] [added: Procedures](#ia741dac77d4a44c98e59804b33ecc307_181)] | | | [removed: [109](#iff3c2e5e334b46cda42ca29ebe89bdc3_190)] [added: [114](#ia741dac77d4a44c98e59804b33ecc307_181)] | | |
| Item 9B. | | | [Other [removed: Information](#iff3c2e5e334b46cda42ca29ebe89bdc3_193)] [added: Information](#ia741dac77d4a44c98e59804b33ecc307_184)] | | | [removed: [110](#iff3c2e5e334b46cda42ca29ebe89bdc3_193)] [added: [115](#ia741dac77d4a44c98e59804b33ecc307_184)] | | |
| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#iff3c2e5e334b46cda42ca29ebe89bdc3_199)] [added: Governance](#ia741dac77d4a44c98e59804b33ecc307_190)] | | | [removed: [111](#iff3c2e5e334b46cda42ca29ebe89bdc3_199)] [added: [116](#ia741dac77d4a44c98e59804b33ecc307_190)] | | |
| Item 11. | | | [Executive [removed: Compensation](#iff3c2e5e334b46cda42ca29ebe89bdc3_202)] [added: Compensation](#ia741dac77d4a44c98e59804b33ecc307_193)] | | | [removed: [111](#iff3c2e5e334b46cda42ca29ebe89bdc3_202)] [added: [116](#ia741dac77d4a44c98e59804b33ecc307_193)] | | |
| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iff3c2e5e334b46cda42ca29ebe89bdc3_205)] [added: Matters](#ia741dac77d4a44c98e59804b33ecc307_196)] | | | [removed: [111](#iff3c2e5e334b46cda42ca29ebe89bdc3_205)] [added: [116](#ia741dac77d4a44c98e59804b33ecc307_196)] | | |
| Item 13. | | | [Certain Relationships and Related [removed: Transactions, and] [added: Transactions](#ia741dac77d4a44c98e59804b33ecc307_199) [and] Director [removed: Independence](#iff3c2e5e334b46cda42ca29ebe89bdc3_208)] [added: Independence](#ia741dac77d4a44c98e59804b33ecc307_199)] | | | [removed: [111](#iff3c2e5e334b46cda42ca29ebe89bdc3_208)] [added: [116](#ia741dac77d4a44c98e59804b33ecc307_199)] | | |
| Item 14. | | | [Principal Accounting Fees and [removed: Services](#iff3c2e5e334b46cda42ca29ebe89bdc3_211)] [added: Services](#ia741dac77d4a44c98e59804b33ecc307_202)] | | | [removed: [111](#iff3c2e5e334b46cda42ca29ebe89bdc3_211)] [added: [116](#ia741dac77d4a44c98e59804b33ecc307_202)] | | |
| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#iff3c2e5e334b46cda42ca29ebe89bdc3_217)] [added: Schedules](#ia741dac77d4a44c98e59804b33ecc307_208)] | | | [removed: [112](#iff3c2e5e334b46cda42ca29ebe89bdc3_217)] [added: [117](#ia741dac77d4a44c98e59804b33ecc307_208)] | | |
| Item 16. | | | Form 10-K Summary | | | [removed: [116](#iff3c2e5e334b46cda42ca29ebe89bdc3_220)] [added: [121](#ia741dac77d4a44c98e59804b33ecc307_211)] | | |
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| [PART I](#ia741dac77d4a44c98e59804b33ecc307_10) | | | | | | | | |
| [PART II](#ia741dac77d4a44c98e59804b33ecc307_31) | | | | | | | | |
| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [115](#ia741dac77d4a44c98e59804b33ecc307_1099511629844) | | |
| [PART III](#ia741dac77d4a44c98e59804b33ecc307_187) | | | | | | | | |
| [PART IV](#ia741dac77d4a44c98e59804b33ecc307_205) | | | | | | | | |
| | | | [Signatures](#ia741dac77d4a44c98e59804b33ecc307_214) | | | [122](#ia741dac77d4a44c98e59804b33ecc307_214) | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| [PART I](#iff3c2e5e334b46cda42ca29ebe89bdc3_10) | | | | | | | | |
| [PART II](#iff3c2e5e334b46cda42ca29ebe89bdc3_31) | | | | | | | | |
| [PART III](#iff3c2e5e334b46cda42ca29ebe89bdc3_196) | | | | | | | | |
| [PART IV](#iff3c2e5e334b46cda42ca29ebe89bdc3_214) | | | | | | | | |
| | | | [Signatures](#iff3c2e5e334b46cda42ca29ebe89bdc3_223) | | | [117](#iff3c2e5e334b46cda42ca29ebe89bdc3_223) | | |
Item 2. PROPERTIES
6 rewritten, 0 added, 1 removed, 2 unchanged
Our corporate office is located at 18500 North Allied Way, Phoenix, Arizona 85054, where we currently lease approximately [removed: 145,000] [added: 150,000] square feet of office space.
We own or lease real property in the [removed: states in which] [added: United States and Canada where] we conduct operations.
As of December 31, [removed: 2021,] [added: 2022,] we operated [removed: facilities in 41 states] [added: across the United States and Canada] through [removed: 356] [added: 353] collection operations, [removed: 239] [added: 233] transfer stations, [removed: 198 active landfills,] 71 recycling [removed: processing] centers, [added: 206 active landfills,] 3 treatment, recovery and disposal facilities, [removed: 3] [added: 20] treatment, storage and disposal facilities (TSDF), 6 salt water disposal wells and 7 deep injection wells.
In the aggregate, our active solid waste landfills total [removed: 111,539] [added: 116,858] acres, including [removed: 39,618] [added: 40,400] permitted acres.
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
[added: We are engaged in 73] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 124] [added: 128] closed landfills.
We are engaged in 77
Item 4. MINE SAFETY DISCLOSURES
1 rewritten, 0 added, 0 removed, 2 unchanged
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
11 rewritten, 7 added, 7 removed, 27 unchanged
There were [removed: 529] [added: 520] holders of record of our common stock at February [removed: 3, 2022,] [added: 7, 2023,] which does not include beneficial owners for whom Cede & Co. or others act as nominees.
In October [removed: 2021,] [added: 2022,] our Board of Directors declared a regular quarterly dividend of [removed: $0.46] [added: $0.495] per share for shareholders of record on January 3, [removed: 2022.][added: 2023.]
As of December 31, [removed: 2021,] [added: 2022,] we were in compliance with those financial covenants.
The following table provides information relating to our purchases of shares of our common stock during the three months ended December 31, [removed: 2021:][added: 2022:]
As of December 31, [removed: 2021,] [added: 2022,] there were no repurchased shares pending settlement.
There were no sales of unregistered securities during the three months ended December 31, [removed: 2021.][added: 2022.]
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
The graph covers the period from December 31, [removed: 2016] [added: 2017] to December 31, [removed: 2021] [added: 2022] and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, [removed: 2016] [added: 2017] and that all dividends were reinvested.
[removed: ][added: ]
| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |
Copyright [removed: 1980-2022.][added: 1980-2023.]
| October 1 – 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,544,347,714 | |
| November 1 – 30 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,544,347,714 | |
| December 1 – 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,544,347,714 | |
| | | | — | | | | | | | | | | | | — | | | | | | | | |
| Republic Services, Inc. | | | $ | 100.00 | | | | | $ | 108.84 | | | | | $ | 137.80 | | | | | $ | 150.94 | | | | | $ | 221.92 | | | | | $ | 208.24 | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 95.62 | | | | | $ | 125.72 | | | | | $ | 148.85 | | | | | $ | 191.58 | | | | | $ | 156.88 | |
| DJ W&DS Index | | | $ | 100.00 | | | | | $ | 100.11 | | | | | $ | 135.25 | | | | | $ | 144.12 | | | | | $ | 201.48 | | | | | $ | 190.59 | |
| October 1 – 31 | | | 599,017 | | | | | | $ | 122.13 | | | | | 599,017 | | | | | | $ | 1,747,826,634 | |
| November 1 – 30 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,747,826,634 | |
| December 1 – 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,747,826,634 | |
| | | | 599,017 | | | | | | | | | | | | 599,017 | | | | | | | | |
| Republic Services, Inc. | | | $ | 100.00 | | | | | $ | 120.97 | | | | | $ | 131.67 | | | | | $ | 166.70 | | | | | $ | 182.59 | | | | | $ | 268.47 | |
| S&P 500 Index | | | $ | 100.00 | | | | | $ | 121.83 | | | | | $ | 116.49 | | | | | $ | 153.17 | | | | | $ | 181.35 | | | | | $ | 233.40 | |
| DJ W&DS Index | | | $ | 100.00 | | | | | $ | 117.08 | | | | | $ | 117.21 | | | | | $ | 158.35 | | | | | $ | 168.74 | | | | | $ | 235.89 | |
Item 6. [RESERVED]
0 rewritten, 1 added, 0 removed, 0 unchanged
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
661 rewritten, 309 added, 224 removed, 1,073 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#iff3c2e5e334b46cda42ca29ebe89bdc3_88)] [added: Firm](#ia741dac77d4a44c98e59804b33ecc307_85)] (PCAOB ID: 42) | | | [removed: [58](#iff3c2e5e334b46cda42ca29ebe89bdc3_88)] [added: [62](#ia741dac77d4a44c98e59804b33ecc307_85)] | | |
| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#iff3c2e5e334b46cda42ca29ebe89bdc3_91)] [added: Reporting](#ia741dac77d4a44c98e59804b33ecc307_88)] (PCAOB ID: 42) | | | [removed: [60](#iff3c2e5e334b46cda42ca29ebe89bdc3_91)] [added: [64](#ia741dac77d4a44c98e59804b33ecc307_88)] | | |
| Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] | | | [removed: [61](#iff3c2e5e334b46cda42ca29ebe89bdc3_94)] [added: [65](#ia741dac77d4a44c98e59804b33ecc307_91)] | | |
| [Consolidated [removed: Statement](#iff3c2e5e334b46cda42ca29ebe89bdc3_97)[s of](#iff3c2e5e334b46cda42ca29ebe89bdc3_97)] [added: Statement](#ia741dac77d4a44c98e59804b33ecc307_94)[s of](#ia741dac77d4a44c98e59804b33ecc307_94)] [Income for Each of the Three Years in the Period [removed: Ended](#iff3c2e5e334b46cda42ca29ebe89bdc3_97)] [added: Ended](#ia741dac77d4a44c98e59804b33ecc307_94)] December 31, [removed: 2021] [added: 2022] | | | [removed: [62](#iff3c2e5e334b46cda42ca29ebe89bdc3_97)] [added: [66](#ia741dac77d4a44c98e59804b33ecc307_94)] | | |
| Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [63](#iff3c2e5e334b46cda42ca29ebe89bdc3_100)] [added: [67](#ia741dac77d4a44c98e59804b33ecc307_97)] | | |
| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [64](#iff3c2e5e334b46cda42ca29ebe89bdc3_103)] [added: [68](#ia741dac77d4a44c98e59804b33ecc307_100)] | | |
| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2021] [added: 2022] | | | [removed: [65](#iff3c2e5e334b46cda42ca29ebe89bdc3_109)] [added: [69](#ia741dac77d4a44c98e59804b33ecc307_106)] | | |
[removed: | [Notes to Consolidated Financial Statements](#iff3c2e5e334b46cda42ca29ebe89bdc3_112) | | | [66](#iff3c2e5e334b46cda42ca29ebe89bdc3_112) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)]
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
We have audited the accompanying consolidated balance sheets of Republic Services, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February [removed: 10, 2022,] [added: 22, 2023,] expressed an unqualified opinion thereon.
| *Description of the Matter* | | | | | | At December 31, [removed: 2021,] [added: 2022,] the net book value of the Company’s landfill development assets totaled [removed: $3,914.0] [added: $4,515.3] million, and the associated landfill development asset amortization expense for [removed: 2021] [added: 2022] was [removed: $377.5] [added: $433.7] 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 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. | | |
| *Description of the Matter* | | | | | | At December 31, [removed: 2021,] [added: 2022,] the carrying value of the Company’s landfill final capping, closure and post-closure costs totaled [removed: $1,507.3] [added: $1,786.4] 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. | | |
We have audited Republic Services, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Republic Services, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 10, 2022,] [added: 22, 2023,] 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 [removed: Santek Waste Services, LLC and ACV Enviro Corporation,] [added: US Ecology,] which are included in the [removed: 2021] [added: 2022] consolidated financial statements of the Company and constituted [removed: less than 2%] [added: approximately 6%] of revenues for the year ended December 31, [removed: 2021.][added: 2022.]
Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of [removed: Santek Waste Services, LLC and ACV Enviro Corporation.][added: US Ecology.]
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk,] [added: risk] and performing such other procedures as we considered necessary in the circumstances.
| | | | December 31, [removed: 2021] [added: 2022] | | | | | | December 31, [removed: 2020] [added: 2021] | | |
| Cash and cash equivalents | | | [added: | | |] $ | [added: 143.4 | | | | | $ |] 29.0 | | | | | $ | 38.2 | |
| Accounts receivable, less allowance for doubtful accounts and other of [removed: $38.5] [added: $51.9] and [removed: $34.7,] [added: $38.5,] respectively | | | [removed: 1,271.4] [added: 1,677.2] | | | | | | [removed: 1,091.3] [added: 1,271.4] | | |
| Prepaid expenses and other current assets | | | [removed: 410.4] [added: 536.5] | | | | | | [removed: 392.3] [added: 410.4] | | |
| Total current assets | | | [removed: 1,710.8] [added: 2,357.1] | | | | | | [removed: 1,521.8] [added: 1,710.8] | | |
| Restricted cash and marketable securities | | | [added: | | | 127.6 | | | | | |] 139.0 | | | | | | 149.1 | | |
| Property and equipment, net | | | [removed: 9,232.1] [added: 10,744.0] | | | | | | [removed: 8,726.2] [added: 9,232.1] | | |
| Goodwill | | | [removed: 12,826.0] [added: 14,451.5] | | | | | | [removed: 12,046.4] [added: 12,826.0] | | |
| Other intangible assets, net | | | [removed: 259.5] [added: 347.2] | | | | | | [removed: 173.1] [added: 259.5] | | |
| Other assets | | | [removed: 787.6] [added: 1,025.5] | | | | | | [removed: 817.4] [added: 787.6] | | |
| Total assets | | | $ | [removed: 24,955.0] [added: 29,052.9] | | | | | $ | [removed: 23,434.0] [added: 24,955.0] | |
| Accounts payable | | | $ | [removed: 910.0] [added: 1,221.8] | | | | | $ | [removed: 779.0] [added: 910.0] | |
| Notes payable and current maturities of long-term debt | | | [removed: 8.2] [added: 456.0] | | | | | | [removed: 168.1] [added: 8.2] | | |
| Deferred revenue | | | [removed: 381.3] [added: 443.0] | | | | | | [removed: 345.6] [added: 381.3] | | |
| Accrued landfill and environmental costs, current portion | | | [removed: 124.5] [added: 132.6] | | | | | | [removed: 114.5] [added: 124.5] | | |
| Accrued interest | | | [removed: 62.1] [added: 79.0] | | | | | | [removed: 54.6] [added: 62.1] | | |
| Other accrued liabilities | | | [removed: 929.5] [added: 1,058.3] | | | | | | [removed: 820.2] [added: 929.5] | | |
| Total current liabilities | | | [removed: 2,415.6] [added: 3,390.7] | | | | | | [removed: 2,282.0] [added: 2,415.6] | | |
| Long-term debt, net of current maturities | | | [removed: 9,546.2] [added: 11,329.5] | | | | | | [removed: 8,766.1] [added: 9,546.2] | | |
| Accrued landfill and environmental costs, net of current portion | | | [removed: 1,837.7] [added: 2,141.3] | | | | | | [removed: 1,694.7] [added: 1,837.7] | | |
| [Notes to](#ia741dac77d4a44c98e59804b33ecc307_109) [Consolidated Financial Statements](#ia741dac77d4a44c98e59804b33ecc307_109) | | | [70](#ia741dac77d4a44c98e59804b33ecc307_109) | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
February 22, 2023
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
February 22, 2023
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| Foreign currency activity: | | | | | | | | | | | | | | | | | |
| Loss on foreign currency translation | | | (5.0) | | | | | | — | | | | | | — | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,487.6 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,487.6 | | |
| Gain (loss) on foreign currency translation | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (5.0) | | | | | | — | | | | | | (5.0) | | |
| Issuances of common stock | | | 0.7 | | | | | | — | | | | | | 12.7 | | | | | | — | | | | | | (0.2) | | | | | | (26.3) | | | | | | — | | | | | | — | | | | | | (13.6) | | |
| Stock-based compensation | | | — | | | | | | — | | | | | | 41.8 | | | | | | (3.5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 38.3 | | |
| Balance as of December 31, 2022 | | | 320.3 | | | | | | $ | 3.2 | | | | | $ | 2,843.2 | | | | | $ | 7,356.3 | | | | | (4.2) | | | | | | $ | (504.6) | | | | | $ | (12.1) | | | | | $ | 0.8 | | | | | $ | 9,686.8 | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| Net income | | | $ | 1,487.6 | | | | | $ | 1,292.3 | | | | | $ | 969.6 | |
| Effect of foreign exchange rate changes on cash | | | (2.5) | | | | | | — | | | | | | — | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
Group 1 is our recycling and solid waste business operating primarily in geographic areas located in the western United States.
Group 3 is our environmental solutions business operating in geographic areas located primarily across the United States and Canada.
Prior to the third quarter of 2022, our environmental solutions operating segment, now referred to as our Group 3 reportable segment, was aggregated with Corporate entities and other.
We establish an allowance
closure and post-closure assets.
In connection with our acquisition of US Ecology, in the second quarter of 2022, we acquired and novated a floating-to-fixed interest rate swap agreement that is designated as a cash flow hedge.
gain or loss is then recognized in the consolidated statements of income.
Any material adjustments recognized during the measurement
impairment is identified.
Municipal and small-container
Environmental solutions revenue may be billed in advance of the service being performed, such as the treatment or disposal of the waste.
Revenue is
We make payments
liabilities, tax planning strategies, projected future taxable income and recent financial operating results.
station and operating equipment.
During the year ended December 31, 2022, we novated a certain hedging relationship related to one of our interest rate swap agreements by changing the reference rate from the London Interbank Offered Rate (LIBOR) to a secured overnight financing rate (SOFR).
For further discussion of the amendment and relevant hedging relationship, refer to Note 9, *Debt,* in Part II, Item 8 of this Annual Report on Form 10-K.
We have not modified any other contracts as a result of reference rate reform.
As such, we adopted the standard beginning January 1, 2023.
| Prepaid expenses | | | 15.7 | | | | | | 4.5 | | |
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
February 10, 2022
| | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of December 31, 2018 | | | 351.9 | | | | | | $ | 3.5 | | | | | $ | 4,924.9 | | | | | $ | 4,750.5 | | | | | (29.4) | | | | | | $ | (1,782.6) | | | | | $ | 30.8 | | | | | $ | 2.4 | | | | | $ | 7,929.5 | |
| Adoption of accounting standard, net of tax | | | — | | | | | | — | | | | | | — | | | | | | (3.1) | | | | | | — | | | | | | — | | | | | | 3.1 | | | | | | — | | | | | | $ | — | |
| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,073.3 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.5 | | | | | | 1,073.8 | | |
| Issuances of common stock | | | 1.4 | | | | | | — | | | | | | 26.9 | | | | | | — | | | | | | (0.2) | | | | | | (17.6) | | | | | | — | | | | | | — | | | | | | 9.3 | | |
| Stock-based compensation | | | — | | | | | | — | | | | | | 43.0 | | | | | | (4.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 39.0 | | |
We manage and evaluate our operations through three operating segments, Group 1, Group 2, and Environmental Solutions.
In March 2020, the World Health Organization declared the outbreak of a new strain of coronavirus (COVID-19) a pandemic.
The COVID-19 pandemic has negatively impacted the global economy, disrupted global supply chains and created significant volatility and disruption of financial markets.
The full extent of the impact of the COVID-19 pandemic on our operations and financial performance will depend on future developments, including the duration, variants and spread of the pandemic, all of which are uncertain and cannot be predicted at this time.
In mid-March 2020, certain customers in our small- and large-container businesses began adjusting their service levels, which included a decrease in the frequency of pickups or a temporary pause in service.
In addition, we experienced a decline in volumes disposed at certain of our landfills and transfer stations.
As service levels decreased, we also experienced a decrease in certain costs of our operations which are variable in nature.
This decline in service activity peaked in the first half of April 2020 and improved sequentially throughout 2021.
In April 2020, we launched our Committed to Serve initiative and committed $20 million to support frontline employees and their families, as well as small business customers in the local communities we serve.
In addition to this initiative, we have experienced an increase in certain costs of doing business as a direct result of the COVID-19 pandemic, including costs for additional safety equipment and hygiene products and increased facility and equipment cleaning.
These costs are intended to assist in protecting the safety of our frontline employees as we continue to provide an essential service to our customers.
In 2020 and 2021, we recognized our frontline employees for their commitment and contributions to their communities during the pandemic with two awards that were paid in January 2021 and November 2021, respectively.
In addition, we incurred incremental costs associated with expanding certain aspects of our existing healthcare programs.
When property is retired or otherwise disposed, the related
interest rates.
Where we expect internal resources to be used to fulfill an
As of October 1, 2020, we tested our Group 1 and Group 2 reporting units quantitatively and determined that the indicated fair value of our Group 1 and Group 2 reporting units exceeded their carrying value by approximately 150% on average and, therefore, we noted no indicators of impairment at our reporting units.
There was no goodwill assigned to the Environmental Solutions reporting unit in 2020.
Significant estimates used in our 2020 fair value calculation using discounted future cash flows included: (1) estimates of future revenue and expense growth by reporting unit, which we estimated to be approximately 3% annually; (2) future estimated effective tax rates, which we estimated to be 27%; (3) future estimated capital expenditures and future required investments in working capital; (4) estimated discount rates, which we estimated to range between 6% and 8%; and (5) the future terminal value of the reporting unit, which was based on its ability to exist into perpetuity.
Significant estimates used in the fair value calculation utilizing market value multiples included: (a) estimated future growth potential of the reporting unit; (b) estimated multiples of revenue or earnings a willing buyer is likely to pay; and (c) the estimated control premium a willing buyer is likely to pay.
In 2020, we recognized a $42.6 million charge as a loss on business divestitures and impairments, net in our consolidated income statement resulting from management’s decision to exit certain product offerings and geographic basins in our upstream environmental solutions business.
As the carrying value of the assets associated with these operations was no longer recoverable, we impaired the entire net book value of certain assets, comprised mainly of equipment, vehicles, and containers.
On at least a quarterly basis, we will continue to monitor the effect of the evolving COVID-19 pandemic on our business and review our estimates for recoverability of assets.
The
Our finance lease liabilities relate
Effective January 1, 2021, we adopted the following accounting standard updates (ASUs) as issued by the Financial Accounting Standards Board (FASB):
| ASU | | | | | | Effective Date | | |
| ASU 2018-14 | | | Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans | | | January 1, 2021 | | |
An excerpt. Shown here: 40 of 661 rewritten, 40 of 309 added and 40 of 224 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2022 filing and the FY2021 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 3 added, 3 removed, 11 unchanged
[removed: Internal] control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting [removed: principles,] [added: principles] and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
We, under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria for effective internal control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
[added: Based on] this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the specified criteria.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules [removed: 13a-15(e),] [added: 13a-15(e)] and 15d-15(e)) as of the end of the period covered by this Annual Report.
Based on an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, there has been no change in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
As permitted by the SEC Staff interpretive guidance for newly acquired businesses, management's assessment of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] did not include an assessment of internal control over financial reporting as it relates to [removed: these acquisitions.][added: this acquisition.]
We will continue the process of implementing internal controls over financial reporting for [removed: these] [added: this] acquired [removed: businesses.][added: business.]
Internal
In May 2022, we acquired all of the issued and outstanding equity of US Ecology.
US Ecology contributed approximately 6% of revenue for the year ended December 31, 2022.
Based on
In May 2021, we acquired all of the issued and outstanding equity interests of Santek Waste Services, LLC and, in August 2021, we acquired all of the issued and outstanding shares of ACV Enviro Corporation.
As of December 31, 2021, these businesses contributed less than 2% of revenue to our audited consolidated financial statements for the year ended December 31, 2021.
Item 9B. OTHER INFORMATION
0 rewritten, 0 added, 2 removed, 1 unchanged
[Table of Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)
PART III
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
0 rewritten, 3 added, 0 removed, 0 unchanged
New section this year
Not applicable.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated by reference to the material appearing under the headings Proposal 1 - Election of Directors, Biographical Information Regarding Directors/Nominees, Board of Directors and Corporate Governance Matters, Delinquent Section 16(a) [removed: Reports,] [added: Reports] and Executive Officers in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated by reference to the material appearing under the headings Executive Compensation and Director Compensation in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
6 rewritten, 1 added, 1 removed, 7 unchanged
Information required by this item is incorporated by reference to the material appearing under the headings Security Ownership of Five Percent Shareholders and Security Ownership of the Board of Directors and Management in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.
The following table sets forth certain information regarding equity compensation plans as of December 31, [removed: 2021] [added: 2022] (number of securities in millions):
| Equity compensation plans approved by security holders (a) | | | [removed: 1.6] [added: 1.4] | | | | | | $ | [removed: 132.48] [added: 122.54] | | | | | [removed: 30.5] [added: 30.1] | | |
(a)Includes our 2006 Plan, Amended and Restated 2007 Stock Incentive Plan, our 2018 Employee Stock Purchase Plan [removed: (ESPP),] [added: (ESPP)] and our 2021 Stock Incentive Plan.
(b)Includes [removed: zero] [added: no] stock options as all were exercised in 2020, [removed: 1.1] [added: 0.9] million shares underlying restricted stock units, 0.5 million shares underlying performance [removed: shares,] [added: shares] and less than 0.1 million shares underlying purchase rights that accrue under the ESPP.
(d)The shares remaining available for future issuances include [removed: 12.3] [added: 12.0] million shares under our 2021 Stock Incentive Plan and [removed: 2.6] [added: 2.5] million shares under our ESPP.
| Total | | | 1.4 | | | | | | $ | 122.54 | | | | | 30.1 | | |
| Total | | | 1.6 | | | | | | $ | 132.48 | | | | | 30.5 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Information required by this item is incorporated by reference to the material appearing under the headings Board of Directors and Corporate Governance Matters and Certain Relationships and Related Party Transactions in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
Information required by this item is incorporated by reference to the material appearing under the heading Audit and Related Fees in the Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
36 rewritten, 4 added, 4 removed, 75 unchanged
| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)] [added: [3.3](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000027/rsgex3193022.htm)] | | | | | | [Amended and Restated Bylaws of Republic Services, Inc. (incorporated by reference to Exhibit [removed: 3.3 of] [added: 3.](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [of] the [removed: Company's Current Report on Form 8-K dated May 6, 2016).](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)] [added: Company's](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [Quarterly Report](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [on Form](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [10-Q for the period ended](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [September 30, 2022](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)).] | | |
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1060391/000119312521253368/d278487dex41.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000119312521253368/d278487dex41.htm)] [added: [4.30](http://www.sec.gov/Archives/edgar/data/1060391/000119312521253368/d278487dex41.htm)] | | | | | | Amended and Restated Credit Agreement, dated as of August 17, 2021, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August 23, 2021). | | |
| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] [added: [4.31](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] | | | | | | Twelfth Supplemental Indenture, dated as of November 8, 2021, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of 2.375% Notes due 2033 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated November 4, 2021). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10193013.htm)[9](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10193013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10193013.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[2](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)] | | | | | | [removed: Employment Agreement, effective as of October 29, 2013, by and between] [added: Amendment No. 3 to] Republic Services, Inc. [removed: and Donald W. Slager] [added: Deferred Compensation Plan, effective October 29, 2013] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013). | | |
| [removed: [10.1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000011/exhibit1061hughesemploymen.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000011/exhibit1061hughesemploymen.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000011/exhibit1061hughesemploymen.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)] | | | | | | [added: Republic Services, Inc.] Amended and Restated [removed: Employment Agreement,] [added: 2007 Stock Incentive Plan] effective [removed: December 8, 2008, by and between Jeffrey A. Hughes and Republic Services, Inc.] [added: May 9, 2013] (incorporated by reference to Exhibit [removed: 10.61] [added: 10.1] of the Company’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2012).] [added: June 30, 2013).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex102.htm)[11](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex102.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex102.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)] | | | | | | [added: Amendment No. 2 to] Republic Services, Inc. [removed: Executive Separation Policy, as amended as of March 29,] [added: Deferred Compensation Plan, effective February 7,] 2012 (incorporated by reference to Exhibit [removed: 10.2] [added: 10.3] of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[12](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)[6](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)] | | | | | | Amendment No. [removed: 2] [added: 4] to Republic Services, Inc. Deferred Compensation Plan, effective [removed: February 7, 2012] [added: January 1, 2015] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.53] of the [removed: Company’s Quarterly] [added: Company's Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2012).] [added: 2014).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[13](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000014/rsgex101clawbackpolicy.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000014/rsgex101clawbackpolicy.htm)[3](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000014/rsgex101clawbackpolicy.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000014/rsgex101clawbackpolicy.htm)] | | | | | | [removed: Republic Services, Inc.] Amended and Restated [removed: 2007 Stock Incentive Plan effective May 9, 2013] [added: Clawback Policy, dated February 24, 2022] (incorporated by reference to Exhibit 10.1 of the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2013).] [added: March 31, 2022).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[14](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)] | | | | | | [removed: Amendment No. 3 to] [added: Offer Letter, dated April 29, 2019, by and between Timothy Stuart and] Republic Services, Inc. [removed: Deferred Compensation Plan, effective October 29, 2013] (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended [removed: September] [added: June] 30, [removed: 2013).] [added: 2019).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000063/exhibit101-clawbackpolicy.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000063/exhibit101-clawbackpolicy.htm)[5](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000063/exhibit101-clawbackpolicy.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000063/exhibit101-clawbackpolicy.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[4](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)] | | | | | | [removed: Clawback Policy, dated October 29, 2014] [added: Form of Performance Share Agreement, adopted January 7, 2015] (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K dated [removed: October 30, 2014).] [added: January 9, 2015).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000066/exhibit101-amendmenttoceoe.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000066/exhibit101-amendmenttoceoe.htm)[6](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000066/exhibit101-amendmenttoceoe.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039114000066/exhibit101-amendmenttoceoe.htm)] [added: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000110465922097012/tm2224887d1_ex10-1.htm)[32](http://www.sec.gov/Archives/edgar/data/1060391/000110465922097012/tm2224887d1_ex10-1.htm)] | | | | | | [removed: First Amendment to the Employment Agreement,] [added: Form of Commercial Paper Dealer Agreement--4(a)(2) Program,] dated [removed: December 23, 2014, by and] [added: as of May 25, 2022,] between [removed: Donald W. Slager and] Republic Services, Inc. [added: and the applicable dealer party thereto] (incorporated by reference to Exhibit 10.1 of the [removed: Company’s] [added: Company's] Current Report on Form 8-K [removed: dated December 24, 2014).] [added: filed September 1, 2022).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[7](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit101-formofperforman.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[5](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)] | | | | | | Form of [removed: Performance Share Agreement,] [added: Employee Restricted Stock Unit Agreement - Senior Executive,] adopted January 7, 2015 (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] of the Company's Current Report on Form 8-K dated January 9, 2015). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)[19](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[27](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)] | | | | | | [removed: Amendment No. 4 to] Republic Services, Inc. [removed: Deferred Compensation Plan, effective January 1, 2015] [added: 2021 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.53] [added: 10.30] of the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2014).] [added: 2020).] | | |
| [removed: [10](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)] [added: [10](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[.](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[17](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)] | | | | | | Offer Letter, dated July 25, 2016, by and between Catharine D. Ellingsen and Republic Services, Inc. (incorporated by reference to Exhibit 10.37 of the Company’s Annual Report on Form 10-K dated February 16, 2017). | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)[2](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)[18](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1038-nonxcompetecat.htm)] | | | | | | Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective June 13, 2016, by and between Catharine D. Ellingsen and Republic Services, Inc. (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K dated February 16, 2017). | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)[2](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)[19](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000119312518101913/d518883ddef14a.htm)] | | | | | | Republic Services, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Annex A of the Company’s Proxy Statement on Schedule 14A filed on March 29, 2018). | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)[3](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)] | | | | | | Offer Letter, dated April 29, 2019, by and between Jon Vander Ark and Republic Services, Inc. (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)[4](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)[2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)] | | | | | | [removed: Offer Letter, dated April 29,] [added: Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective May 1,] 2019, by and between Timothy Stuart and Republic Services, Inc. (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). | | |
| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)[5](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10463019.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)[4](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)] | | | | | | Non-Competition, Non-Solicitation, [removed: Confidentiality] and [removed: Arbitration] [added: Confidentiality] Agreement, effective [removed: May] [added: June] 1, [removed: 2019,] [added: 2020,] by and between [removed: Timothy Stuart] [added: Brian DelGhiaccio] and Republic Services, Inc. (incorporated by reference to Exhibit [removed: 10.4 of] [added: 10.2 to] the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019).] [added: 2020).] | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)[6](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)[3](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)] | | | | | | Offer letter, dated May 29, 2020, by and between Brian DelGhiaccio and Republic Services, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020). | | |
| [removed: [10.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)[7](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10263020.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm)[6](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm)] | | | | | | Non-Competition, Non-Solicitation, [added: Confidentiality,] and [removed: Confidentiality] [added: Arbitration] Agreement, effective June [removed: 1, 2020,] [added: 25, 2021,] by and between [removed: Brian DelGhiaccio] [added: Jon Vander Ark] and Republic Services, Inc. (incorporated by reference to Exhibit 10.2 [removed: to] [added: of] the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2020).] [added: March 31, 2021).] | | |
| [removed: [10.](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)[28](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)[5](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)] | | | | | | Offer letter, dated March 26, 2021, by and between Jon Vander Ark and Republic Services, Inc. (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021). | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex103slagertransitionag.htm)[0](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex103slagertransitionag.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex103slagertransitionag.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)[1](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)] | | | | | | [removed: Transition Agreement, effective March 26, 2021, by and between Donald W. Slager and] [added: Form of Employee Restricted Stock Unit Agreement (Senior Executive) under the] Republic Services, Inc. [added: 2021 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.34] of the Company's [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: March] [added: December] 31, [removed: 2021).] [added: 2020).] | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[1](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm)[3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm)] | | | | | | [added: Form of Employee Restricted Stock Unit Agreement (Other Employees) under the] Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.30] [added: 10.36] of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)[2](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)[28](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1031rsgformofperformance.htm)] | | | | | | Form of Performance Share Agreement (Executive Officer) under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.31 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)[3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)[29](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1032performanceshareagre.htm)] | | | | | | Form of Performance Share Agreement (Other Executive) under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)[4](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)[0](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1033performanceshareagre.htm)] | | | | | | Form of Performance Share Agreement (Non-Executive Officer EVP) under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.33 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)[5](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1034rsuagreementseniorex.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm)[2](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm)] | | | | | | Form of Employee Restricted Stock Unit Agreement (Senior [removed: Executive)] [added: Executive, Cliff Vesting)] under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.34] [added: 10.35] of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [removed: [21.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit211-subsidiariesoft.htm)] [added: [21.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit211-subsidiariesoft.htm)] | | | | | | Subsidiaries of the Company. | | |
| [removed: [23.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit231-consentofernsty.htm)] [added: [23.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit231-consentofernsty.htm)] | | | | | | Consent of Ernst & Young LLP. | | |
| [removed: [31.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit311-rule13ax14a15dx.htm)] [added: [31.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit311rule13a-14a15dx1.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. | | |
| [removed: [31.2*](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit312-rule13ax14a15dx.htm)] [added: [31.2*](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit312rule13a-14a15dx1.htm)] | | | | | | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. | | |
| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit321-section1350cert.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit321section1350certi.htm)] | | | | | | Section 1350 Certification of Chief Executive Officer. | | |
| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000007/exhibit322-section1350cert.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit322section1350certi.htm)] | | | | | | Section 1350 Certification of Chief Financial Officer. | | |
This exhibit is being furnished rather than [removed: filed,] [added: filed] and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)[9](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)[*](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm) | | | | | | Republic Services, Inc. Executive Separation Policy, as amended as of February 8, 2023 | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[8](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000002/exhibit102-formofemployeer.htm) | | | | | | Form of Employee Restricted Stock Unit Agreement - Senior Executive, adopted January 7, 2015 (incorporated by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K dated January 9, 2015). | | |
| [10.](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm)[29](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex102jvanon-competition.htm) | | | | | | Non-Competition, Non-Solicitation, Confidentiality, and Arbitration Agreement, effective June 25, 2021, by and between Jon Vander Ark and Republic Services, Inc. (incorporated by reference to Exhibit 10.2 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2021). | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm)[6](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1035rsuagreementseniorex.htm) | | | | | | Form of Employee Restricted Stock Unit Agreement (Senior Executive, Cliff Vesting) under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.35 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
| [10.3](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm)[7](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm)[+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1036rsuagreementotheremp.htm) | | | | | | Form of Employee Restricted Stock Unit Agreement (Other Employees) under the Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.36 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |
Item 16. FORM 10-K SUMMARY
15 rewritten, 2 added, 1 removed, 41 unchanged
[Table of [removed: Contents](#iff3c2e5e334b46cda42ca29ebe89bdc3_7)][added: Contents](#ia741dac77d4a44c98e59804b33ecc307_7)]
| Date: | | | February [removed: 10, 2022] [added: 21, 2023] | | | | | | REPUBLIC SERVICES, INC. | | | | | | | | |
| /s/ JON VANDER ARK | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ BRIAN DELGHIACCIO | | | | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ BRIAN A. GOEBEL | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ MANUEL KADRE | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ TOMAGO COLLINS | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ MICHAEL A. DUFFY | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ THOMAS W. HANDLEY | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ JENNIFER M. KIRK | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ MICHAEL LARSON | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ JAMES P. SNEE | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ BRIAN S. TYLER | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ SANDRA M. VOLPE | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| /s/ KATHARINE B. WEYMOUTH | | | | | | Director | | | | | | February [removed: 10, 2022] [added: 21, 2023] | | |
| | | | | | | Director | | | | | | February 21, 2023 | | |
[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)
| /s/ KIM S. PEGULA | | | | | | Director | | | | | | February 10, 2022 | | |