Republic Services (RSG) 10-K risk factor changes: FY2023 vs FY2022

- our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our [removed: landfills;][added: landfills and other facilities;]

Our fuel costs were [removed: $631.1] [added: $541.6] million in [removed: 2022,] [added: 2023,] or [removed: 4.7%] [added: 3.6%] of revenue, compared to [removed: $383.0] [added: $631.1] million in [removed: 2021,] [added: 2022,] or [removed: 3.4%] [added: 4.7%] of revenue.

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: $31] [added: $36] million.

Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations [added: and cash flows.]

In [removed: 2022,] [added: 2023,] approximately [removed: 81%] [added: 82%] of our recycling center volume was fiber based and included OCC, ONP and other mixed paper.

Acute and chronic weather events, including those brought about by climate change, may [removed: limit] [added: adversely impact] our operations and increase the costs of collection, transfer, disposal and other environmental services we provide.

If we do not appropriately estimate landfill capping, closure, post-closure and remediation costs, our [added: consolidated] financial condition and results of operations may be adversely affected.

We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation [added: obligations.]

In accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP), we capitalize certain expenditures relating to [removed: development,] [added: the development and] expansion [added: of landfills, transfer stations] and other projects.

As of December 31, [removed: 2022,] [added: 2023,] approximately 23% of our workforce was covered by collective bargaining agreements.

As part of our strategic long-term plans to address sustainability, [added: among other sustainability goals,] we are committed to reducing our absolute Scope 1 and Scope 2 greenhouse gas emissions 35% by 2030 [removed: among other sustainability goals.][added: relative to the 2017 baseline year.]

The execution of our plans and achievement of our goals are subject to risks and uncertainties, including our ability to develop, obtain, license or scale the innovations, technologies and modeling and measurement tools that may be necessary to achieve our plans and the availability, cost and [removed: benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energy and other renewable energy projects.]

In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, [removed: human capital,] [added: talent] management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.

We are subject to costly environmental [removed: regulations] and flow-control regulations [added: and requirements] that may affect our operating margins, restrict our operations and subject us to additional liability.

[added: 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.

A significant judgment against [removed: us,] [added: us or settlement,] the loss of a significant permit or license, or the imposition of a significant fine could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

We are engaged in [removed: 73] [added: 76] landfill gas-to-energy and other renewable energy projects.

As of December 31, [removed: 2022,] [added: 2023,] we had approximately [removed: $12] [added: $13] billion in principal value of debt and finance leases outstanding.

Weakness in the United States [removed: economy, including contractions caused by the COVID-19 pandemic, reduces] [added: economy can reduce] the amount of taxes collected by various governmental entities.

[removed: Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion] and amortization of landfill development costs, accruals for final capping, closure and post-closure costs, valuation allowances for accounts receivable and deferred tax assets, liabilities for potential litigation, claims and assessments and liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions, insurance and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.

The costs of providing for pension benefits and related funding requirements are subject to changes in pension fund values and fluctuating actuarial assumptions and may have a material adverse effect on our [added: consolidated] financial condition, results of operations and cash flows.

We try to minimize our exposure to such liabilities by conducting due diligence, by obtaining indemnification from each seller of the acquired companies, by deferring payment of a portion of the purchase price as security for the indemnification, by obtaining representations and warranties insurance and by acquiring only specified [added: assets.]

However, we may not be able to obtain [removed: indemnification or] [added: indemnification,] insurance [removed: coverage,] [added: coverage or other security,] and such [removed: indemnification or] [added: indemnification,] insurance coverage [added: or other security] obtained may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset any undisclosed liabilities arising from our acquisitions.

A [removed: cyber security] [added: cybersecurity] incident could negatively impact our business and our relationships with customers.

Such uses give rise to [removed: cyber security] [added: cybersecurity] risks, including security breach, espionage, system disruption, theft and inadvertent release of information.

In connection with our strategy to grow through acquisitions and to pursue new initiatives that improve our operations and cost structure, we are also expanding and improving our information technologies, resulting in a larger technological presence and corresponding exposure to [removed: cyber security] [added: cybersecurity] risk.

If we fail to assess and identify [removed: cyber security risks] [added: cybersecurity threats] associated with acquisitions and new initiatives, we may become increasingly vulnerable to such [removed: risks.][added: threats.]

Contractual, general economic or market-specific conditions also may limit our ability to [removed: raise prices.]

[added: As a result, we may be] unable to offset increases in costs, improve our operating margins and obtain adequate investment returns through price increases.

In [removed: 2022,] [added: recent years,] for example, the COVID-19 pandemic, inflation, the Ukraine-Russia conflict, United States\-China relations, [added: the Israel-Gaza conflict,] monetary policy changes, and the resulting increases in interest rates [removed: have] negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets.

We are also subject to risks associated with contracts awarded by municipalities and other entities through competitive bidding.

For example, we may not be the successful bidder, we may need to lower our price in order to win or retain a contract, and our competitors may have lower financial

expectations that permit them to reduce their prices in order to win a contract.

benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energy and other renewable energy projects.

Further, under certain municipal and other agreements, we are subject to landfill diversion requirements that if not met, subject us to liquidated damages and other costs and expenses, the result of which could adversely affect our business, reputation and operating margins.

For further discussion, see Item 1.

*Business – Regulation – Federal Regulation – The Clean Air Act*, in this Annual Report on Form 10-K.

In Canada, the federal Greenhouse Gas Pollution Pricing Act imposes a carbon pricing system for industry in provinces and territories that have not implemented carbon pricing systems of their own or, in the opinion of the federal government, have implemented carbon pricing systems that do not align with the federal benchmark requirements.

This federal system imposes a carbon levy to the sale of fuel and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry.

The carbon levy on fuel is administered by the Canada Revenue Agency and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations.

As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $170 per ton by 2030.

Both direct and indirect costs associated with compliance with this and other greenhouse gas legislation could have a material adverse effect on our consolidated financial condition, results of operations and cash flows, including material increases to our capital or operating costs related to matters such as infrastructure upgrades or increased fuel costs.

Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion

raise prices.

- our ability to integrate the operations of US Ecology into our operations and to realize the intended benefits of such acquisition

and cash flows.

obligations.

These standards and further federal efforts to curtail greenhouse gas emissions and to

assets.

As a result, we may be

For further discussion regarding our results of operations for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020,] [added: 2021,] 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: 2021](http://www.sec.gov/ix?doc=/Archives/edgar/data/1060391/000106039122000007/rsg-20211231.htm).][added: 2022](http://www.sec.gov/ix?doc=/Archives/edgar/data/1060391/000106039122000007/rsg-20211231.htm).]

[removed: The effects of the COVID-19 pandemic on] [added: See] our [removed: business are described in more detail in the Results] [added: *Results] of [removed: Operations discussion] [added: Operations* section] in this Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations for discussion on our remediation adjustments.]

[removed: 2023] [added: 2024] Financial Guidance

In [removed: 2023,] [added: 2024,] 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 [removed: $14.650] [added: $16.100] billion to [removed: $14.800] [added: $16.200] billion.

We expect an increase in average yield of approximately 5.5% [added: to 6.0%] and volume growth to be in a range of [removed: 0.5%] [added: 0.0%] to [removed: 1.0%.][added: 0.5%.]

Average yield on related business revenue is expected to be [removed: 6.5%.][added: in a range of 6.5% to 7.0%.]

The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, [removed: 2023] [added: 2024] compared to the actual adjusted diluted earnings per share for the year ended December 31, [removed: 2022.][added: 2023.]

| | | | (Anticipated) Year Ending December 31, [removed: 2023] [added: 2024] | | | | | | (Actual) Year Ended December 31, [removed: 2022] [added: 2023] | | |

| Diluted earnings per share | | | $ [removed: 5.02] [added: 5.86] to [removed: 5.10] [added: 5.92] | | | | | | $ | [removed: 4.69] [added: 5.47] | |

[removed: | Gain] [added: Gain] on [removed: business divestitures] [added: Business Divestitures] and [removed: impairments, net | | | — | | | | | | (0.01) | | |][added: Impairments, Net]

| Restructuring charges | | | [removed: 0.05] [added: 0.08] | | | | | | [removed: 0.06] [added: 0.08] | | |

| US Ecology, Inc. acquisition integration and deal costs | | | [removed: 0.08] [added: —] | | | | | | [removed: 0.19] [added: 0.08] | | |

| Adjusted diluted earnings per share | | | $ [removed: 5.15] [added: 5.94] to [removed: 5.23] [added: 6.00] | | | | | | $ | [removed: 4.93] [added: 5.61] | |

We have incurred comparable charges and costs in prior periods, and similar types of adjustments can [removed: reasonably be expected to be recorded in future periods.]

As of December 31, [removed: 2022,] [added: 2023,] we operated across the United States and Canada through [removed: 353] [added: 364] collection operations, [removed: 233] [added: 246] transfer stations, [removed: 71] [added: 74] recycling centers, [removed: 206] [added: 207] active landfills, 3 treatment, recovery and disposal facilities, [removed: 20] [added: 22] treatment, storage and disposal facilities (TSDF), 6 salt water disposal [removed: wells and 7] [added: wells, 12] deep injection [removed: wells.][added: wells and 1 polymer center.]

We are engaged in [removed: 73] [added: 76] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 128] [added: 126] closed landfills.

Revenue for the year ended December 31, [removed: 2022] [added: 2023] increased by [removed: 19.6%] [added: 10.8%] to [removed: $13,511.3] [added: $14,964.5] million compared to [removed: $11,295.0] [added: $13,511.3] million in [removed: 2021.][added: 2022.]

[removed: This change in revenue is due to increased volume of 2.4%, average yield of 5.2%, acquisitions, net of divestitures of 9.6%, fuel recovery fees of 2.6%] [added: 4.8%,] and environmental solutions revenue of [removed: 0.5%,] [added: 0.1%,] partially offset by decreased recycling processing and commodity sales of [removed: 0.6%.][added: 0.5% and fuel recovery fees of 0.2%]

The following table summarizes our revenue, costs and expenses for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] (in millions of dollars and as a percentage of revenue):

| [added: 2022] | | | [removed: 2022] | | | | | | | | | | | | [removed: 2021] | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | [removed: 13,511.3] [added: 14,964.5] | | | | | 100.0 | | % | | | | $ | [removed: 11,295.0] [added: 13,511.3] | | | | | 100.0 | | % | | | | | | | | | | | | |

| Cost of operations | | | [removed: 8,205.0] [added: 8,942.2] | | | | | | [removed: 60.7] [added: 59.8] | | | | | | [removed: 6,737.7] [added: 8,205.0] | | | | | | [removed: 59.7] [added: 60.7] | | | | | | | | | | | | | | |

| Depreciation, amortization and depletion of property and equipment | | | [removed: 1,245.6] [added: 1,368.4] | | | | | | [removed: 9.2] [added: 9.1] | | | | | | [removed: 1,111.7] [added: 1,245.6] | | | | | | [removed: 9.8] [added: 9.2] | | | | | | | | | | | | | | |

| Amortization of other intangible assets | | | [removed: 53.9] [added: 66.3] | | | | | | 0.4 | | | | | | [removed: 33.3] [added: 53.9] | | | | | | [removed: 0.3] [added: 0.4] | | | | | | | | | | | | | | |

| Amortization of other assets | | | [removed: 52.1] [added: 66.7] | | | | | | [removed: 0.4] [added: 0.5] | | | | | | [removed: 40.5] [added: 52.1] | | | | | | 0.4 | | | | | | | | | | | | | | |

| Accretion | | | [removed: 89.6] [added: 97.9] | | | | | | 0.7 | | | | | | [removed: 82.7] [added: 89.6] | | | | | | 0.7 | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 1,454.3] [added: 1,608.7] | | | | | | 10.8 | | | | | | [removed: 1,195.8] [added: 1,454.3] | | | | | | [removed: 10.6] [added: 10.8] | | | | | | | | | | | | | | |

| Adjustment to withdrawal liability for multiemployer pension funds | | | [removed: (1.6)] [added: 4.5] | | | | | | — | | | | | | [removed: —] [added: (1.6)] | | | | | | — | | | | | | | | | | | | | | |

| [removed: (Gain) loss] [added: Gain] on business divestitures and impairments, net | | | [removed: (6.3)] [added: (3.6)] | | | | | | — | | | | | | [removed: 0.5] [added: (6.3)] | | | | | | — | | | | | | | | | | | | | | |

| Restructuring charges | | | [removed: 27.0] [added: 33.2] | | | | | | 0.2 | | | | | | [removed: 16.6] [added: 27.0] | | | | | | [removed: 0.1] [added: 0.2] | | | | | | | | | | | | | | |

| Operating income | | | $ | [removed: 2,391.7] [added: 2,780.2] | | | | | [removed: 17.6] [added: 18.5] | | % | | | | $ | [removed: 2,076.2] [added: 2,391.7] | | | | | [removed: 18.4] [added: 17.6] | | % | | | | | | | | | | | | |

Our pre-tax income was [removed: $1,831.5] [added: $2,191.5] million for the year ended December 31, [removed: 2022,] [added: 2023,] compared to [removed: $1,575.1] [added: $1,831.5] million in [removed: 2021.][added: 2022.]

Our net income attributable to Republic Services, Inc. was [removed: $1,487.6] [added: $1,731.0] million, or [removed: $4.69] [added: $5.47] per diluted [removed: share] [added: share,] for [removed: 2022,] [added: 2023,] compared to [removed: $1,290.4] [added: $1,487.6] million, or [removed: $4.04] [added: $4.69] per diluted share, for [removed: 2021.][added: 2022.]

During [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, 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: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | Pre-tax Income | | | | | | Tax [removed: Impact(2)] [added: Impact(3)] | | | | | | Net Income - Republic | | | | | | Diluted Earnings per Share | | | | | | Pre-tax Income | | | | | | Tax [removed: Impact(2)] [added: Impact(3)] | | | | | | Net Income - Republic | | | | | | Diluted Earnings per Share | | |

| Restructuring charges | | | [removed: 27.0] [added: 33.2] | | | | | | [removed: 7.1] [added: 8.7] | | | | | | [removed: 19.9] [added: 24.5] | | | | | | [removed: 0.06] [added: 0.08] | | | | | | [removed: 16.6] [added: 27.0] | | | | | | [removed: 4.4] [added: 7.1] | | | | | | [removed: 12.2] [added: 19.9] | | | | | | [removed: 0.04] [added: 0.06] | | |

| Adjustment to withdrawal liability for multiemployer pension funds | | | — | | | | | | 0.01 | | |

This change in revenue is due to increased volume of 0.5%, average yield of 6.1%, acquisitions, net of divestitures of

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | | | | | | | | | | | | | |

| As reported | | | $ | 2,191.5 | | | | | $ | 460.5 | | | | | $ | 1,731.0 | | | | | $ | 5.47 | | | | | $ | 1,831.5 | | | | | $ | 343.9 | | | | | $ | 1,487.6 | | | | | $ | 4.69 | |

| Loss on extinguishment of debt and other related costs (1) | | | 0.2 | | | | | | — | | | | | | 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| As adjusted | | | $ | 2,259.3 | | | | | $ | 484.2 | | | | | $ | 1,775.1 | | | | | $ | 5.61 | | | | | $ | 1,927.9 | | | | | $ | 365.1 | | | | | $ | 1,562.8 | | | | | $ | 4.93 | |

(1) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the year ended December 31, 2023.

reasonably be expected to be recorded in future periods.

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

Of the 2023 charges, $9.5 million related to the early termination of certain leases and $23.7 million related to the redesign of our asset management, and customer and order management software systems.

*Loss on extinguishment of debt and other related costs*.

During 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility.

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

During 2022, we did not incur any losses on extinguishment of debt.

*Adjustment to withdrawal liability for multiemployer pension funds.* During 2023, we recorded a charge to earnings of $4.5 million for a withdrawal event at multiemployer pension funds to which we contribute.

The acquisition closed on May 2, 2022, and our integration of the business was substantially complete as of December 31, 2023.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | | | | | | | | | | | | | 2023 | | | | | | 2022 | | |

| Volume | | | | | | | | | | | | | | | 0.7 | | % | | | | 2.6 | | % |

- During 2023, environmental solutions revenue increased by 0.1% primarily due to price increases, partially offset by a decrease in exploration and production-related volumes due to a decline in rig counts.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

- Maintenance and repairs expense increased due to higher hourly wages as a result of annual merit increases, an increase in third-party maintenance, parts inflation, and volume-related growth.

Acquisition-related growth also contributed to the increase in maintenance and repairs expense.

- Transportation and subcontract costs increased in aggregate dollars in 2023 due to an increase in transportation rates as compared to 2022.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

Additionally, we recognized certain favorable amortization adjustments related to our asset retirement obligations in 2022 that did not recur in 2023.

| | | | 2023 | | | | | | | | | | | | 2022 | | | | | | | | |

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

Of the 2023 charges, $9.5 million is related to the early termination of certain leases and $23.7 million related to the redesign of our asset management, and customer and order management software systems.

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

| | | | 2023 | | | | | | 2022 | | |

The increase attributable to our fixed rate debt is primarily due to the issuance of additional senior notes used to refinance amounts outstanding under our term loan and revolving lines of credit and for general corporate purposes.

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

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

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

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross Revenue | | | $ | 7,769.2 | | | | | $ | 7,563.2 | | | | | $ | 15,332.4 | | | | | $ | 1,703.6 | | | | | $ | 242.7 | | | | | $ | 17,278.7 | |

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

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

Acquisition of US Ecology

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

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

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.

Impact of the COVID-19 Pandemic

In March 2020, the World Health Organization declared the outbreak of a new strain of coronavirus (COVID-19) a pandemic.

In 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 2020 and has improved sequentially thereafter, returning to pre-pandemic levels in 2022.

Additionally, revenue decreased 0.1% due to one less workday in 2022 as compared to 2021.

| As reported | | | $ | 1,831.5 | | | | | $ | 343.9 | | | | | $ | 1,487.6 | | | | | $ | 4.69 | | | | | $ | 1,575.1 | | | | | $ | 282.8 | | | | | $ | 1,290.4 | | | | | $ | 4.04 | |

| Accelerated vesting of compensation expense for CEO transition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 22.0 | | | | | | — | | | | | | 22.0 | | | | | | 0.07 | | |

| As adjusted | | | $ | 1,927.9 | | | | | $ | 365.1 | | | | | $ | 1,562.8 | | | | | $ | 4.93 | | | | | $ | 1,614.2 | | | | | $ | 281.7 | | | | | $ | 1,330.6 | | | | | $ | 4.17 | |

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

Additionally, we recognized an increase in our deferred tax provision of $5.5 million due to a change in our United States operational footprint as a result of certain acquisitions that closed during the period.

*Accelerated vesting of compensation expense for CEO transition.* In June 2021, Donald W.

Slager retired as Chief Executive Officer (CEO) of Republic Services, Inc. During 2021, we recognized a charge of $22.0 million primarily related to the accelerated vesting of his compensation awards that were previously scheduled to vest in 2022 and beyond.

We expect to be substantially complete with our integration activities by the end of 2023.

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | |

- During 2022, environmental solutions revenue increased by 0.5% primarily due to an increase in volumes, including those driven by an increase in rig counts and drilling activity.

This revenue increase excludes the impact from our acquisition of US Ecology.

Transfer and disposal costs also increased in aggregate dollars as a result of higher collection volumes and an increase in third party disposal rates.

- Maintenance and repairs expense increased in aggregate dollars due to an increase in the price of replacement parts as well as an increase in service levels attributable to the economic recovery from the COVID-19 pandemic.

- Transportation and subcontract costs increased in 2022 due to an increase in third-party transportation fees, partially driven by the higher cost of fuel passed on through higher transportation surcharges, and an increase in subcontract work attributable to a corresponding increase in non-core revenues as compared to 2021.

| Accelerated vesting of compensation expense for CEO transition | | | — | | | | | | — | | | | | | 22.0 | | | | | | 0.2 | | |

- In June 2021, Donald W.

Slager retired as CEO of Republic Services, Inc. During the year ended December 31, 2021, we recognized a charge of $22.0 million, related to the accelerated vesting of his compensation awards that were previously scheduled to vest in 2022 and beyond.

- During the year ended December 31, 2022, we incurred $77.0 million of acquisition integration and deal costs within selling, general and administration expense 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.

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

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

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

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.

| Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gross Revenue | | | $ | 7,240.5 | | | | | $ | 6,903.8 | | | | | | | | | | | $ | 1,262.5 | | | | | $ | 238.3 | | | | | | | |

| Intercompany Revenue | | | (1,104.5) | | | | | | (930.9) | | | | | | | | | | | | (46.6) | | | | | | (51.8) | | | | | | | | |

Our major market risk exposure of our financial instruments is changing interest rates in the United States and fluctuations in [removed: LIBOR or, following the termination of LIBOR,] SOFR.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value as of December 31, [removed: 2022] [added: 2023] | | |

The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling [removed: $116.7] [added: $129.7] million.

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: $33] [added: $20] million.

As of December 31, [removed: 2022,] [added: 2023,] we had no fuel hedges in place.

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: $31] [added: $36] million per year.

Our fuel costs were [removed: $631.1] [added: $541.6] million during [removed: 2022,] [added: 2023,] or [removed: 4.7%] [added: 3.6%] of revenue, compared to [removed: $383.0] [added: $631.1] million, or [removed: 3.4%] [added: 4.7%] of revenue, during [removed: 2021.][added: 2022.]

As of December 31, [removed: 2022,] [added: 2023,] we had no recycling commodity hedges in place.

At current volumes and mix of materials, we believe a $10 [added: per ton] change in the price of recycled commodities would change both annual revenue and operating income by approximately $10 million.

Revenue from recycling processing and commodity sales during the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] was [removed: $359.3] [added: $312.3] million and [removed: $420.5] [added: $359.1] million, respectively.

| Amount outstanding (in millions) | | | $ | 911.6 | | | | | $ | 864.5 | | | | | $ | 511.0 | | | | | $ | 660.6 | | | | | $ | 811.4 | | | | | $ | 6,622.2 | | | | | $ | 10,381.3 | | | | | $ | 9,886.0 | |

| Amount outstanding (in millions) | | | $ | 20.7 | | | | | $ | 500.0 | | | | | $ | 874.9 | | | | | $ | — | | | | | $ | 30.0 | | | | | $ | 1,012.5 | | | | | $ | 2,438.1 | | | | | $ | 2,573.0 | |

As of December 31, 2023, we had $2,232.2 million of principal floating rate debt and interest rate swap contracts with a notional value of $350.0 million.

| 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 | |

As of December 31, 2022, we had $3,349.1 million of floating rate debt including floating interest rate swap contracts.

We operate across the United States and Canada through [removed: 353] [added: 364] collection operations, [removed: 233] [added: 246] transfer stations, [removed: 71] [added: 74] recycling centers, [removed: 206] [added: 207] active landfills, 3 treatment, recovery and disposal facilities, [removed: 20] [added: 22] treatment, storage and disposal facilities (TSDF), 6 salt water disposal [removed: wells and 7] [added: wells, 12] deep injection [removed: wells.][added: wells, and 1 polymer center.]

We are engaged in [removed: 73] [added: 76] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 128] [added: 126] closed landfills.

We believe the total addressable North American environmental services market in which we operate generates approximately [removed: $107] [added: $114] billion of annual revenue, which includes the [removed: $78] [added: $83] billion United States and Canada recycling and [removed: solid] waste industry and [removed: $29] [added: $31] billion of the broader environmental solutions industry.

Within our recycling and [removed: solid] waste business, we prioritize investments in market verticals with above average growth rates and higher return profiles.

We further believe our focus [added: on] and commitment to sustainability allows us to attract and retain the best talent, win more customers, increase customer loyalty and, ultimately, drive higher revenue and profits.

We strive to have [added: a] leading market position in each of the markets we serve, or have a clear path toward how we will achieve a leading market position over time.

- 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, [removed: landfills,] [added: recycling centers,] transfer stations, [removed: recycling centers] [added: TSDFs, deep well injection facilities, landfills,] and other post-collection infrastructure.

[removed: In 2022, we announced the development of our first] [added: The] Polymer [removed: Center,] [added: Center is] 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.

Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, [added: recycling centers,] transfer stations, [removed: landfills] [added: TSDFs, deep well injection facilities,] and [removed: recycling centers.][added: landfills.]

Through landfill and fleet innovation, recycling and circularity of key materials and renewable energy production, we are committed to [added: continuous development of] environmentally responsible operations that increase our efficiency as well as our ability to partner with customers to create a more sustainable world.

- Acquisitions and Public-Private Partnerships \- Our acquisition growth strategy focuses primarily on acquiring privately held recycling and [removed: solid] waste companies and environmental solutions businesses that complement our existing business platform.

[added: Key elements of our operating model are our] organizational structure, safety, fleet automation, compressed natural gas vehicles, fleet electrification and standardized maintenance.

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

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

Over the past 10 years, our safety performance (based on OSHA recordable rates) has been [removed: 35%] [added: 33%] better than the industry average.

Republic drivers have won [removed: 72%] [added: 70%] of the Driver of the Year awards issued for the large truck category since 2009.

[removed: We’re also] working with equipment manufacturers to incorporate safety elements such as seat belt alarms, blind spot awareness, lane departure alarms and other potentially lifesaving equipment in our fleet.

We believe our Safety Amplified program [removed: will provide] [added: provides] additional benefits for our Company and stakeholders including:

Approximately [removed: 76%] [added: 77%] of our residential routes have been converted to automated single-driver trucks.

Approximately 20% of our recycling and [removed: solid] waste collection fleet operates on CNG and approximately [removed: 17%] [added: 13%] of our replacement recycling and [removed: solid] waste vehicle purchases during [removed: 2022] [added: 2023] were CNG vehicles.

As of December 31, [removed: 2022,] [added: 2023,] we operated 45 CNG fueling stations.

We believe we are taking a leadership position in electric technology innovation for our recycling and [removed: solid] waste collection fleet.

We are partnering with multiple manufacturers to pilot electric-powered recycling and [removed: solid] waste trucks.

As of December 31, [removed: 2022,] [added: 2023,] our average fleet age in years, by line of business, was as follows:

| Large-container | | | | | | [removed: 4,600] [added: 4,700] | | | | | | 9.2 | | |

| Total | | | | | | [removed: 16,900] [added: 17,200] | | | | | | 7.9 | | |

Our approximately [removed: 40,000] [added: 41,000] full-time employees are a critical component in successfully executing our [removed: strategy and running our operations.]

We review key progress metrics such as [removed: representation,] engagement and turnover and regularly report on these metrics to our Board of Directors.

We are proud of the diversity of our [removed: front-line] [added: frontline] workforce, as it closely represents the demographics of the communities we serve.

We [removed: are relentless in our focus] [added: continue] to improve representation of diverse groups across all levels of the Company.

We support inclusion and connectivity for our diverse populations through our Business Resource Groups (BRG) and focus on the involvement of our field locations in all of our BRGs, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), UNIDOS and the Black Employee [removed: Network (BEN).][added: Network.]

Our employee engagement score was [removed: 85] [added: 86] in [removed: 2022,] [added: 2023,] which is above [added: a] national [removed: benchmarks] [added: benchmark] by [removed: five] [added: seven] points.

Approximately [removed: 97%] [added: 99%] of our employees participated in the engagement survey process in [removed: April and] October [removed: 2022,] [added: 2023,] which represented an all-time high participation rate and is [removed: more than 20%] [added: 24%] higher than the national benchmark.

With a goal of reaching all leaders through this program, approximately [removed: 650] [added: 1,000] leaders completed this training in [removed: 2022,] [added: 2023,] with approximately [removed: 2,150] [added: 1,000] more slated [added: to participate] in [removed: 2023.][added: 2024.]

Since the beginning of these programs in 2017, [removed: 78] [added: 84] leaders have graduated into leadership positions.

Additionally, our MBA intern program, with [removed: 24] [added: 35] participants since 2019, introduces [added: strong talent to the organization and is a path of opportunity into the GMAP program.]

We believe [removed: this] [added: our value proposition] increases customer [removed: satisfaction] [added: loyalty] and willingness to pay for [removed: a higher value service.][added: our differentiated offerings.]

To help ensure a consistent customer experience, we [added: have] invested in our customer service capabilities and our centralized Customer Experience function.

We are [removed: also] leveraging technology to digitally connect our customers, drivers, dispatchers, supervisors and trucks via our "RISE" dispatch platform and in-cab technology.

Our Board of Directors’ Sustainability & Corporate Responsibility Committee has oversight responsibility with respect to our sustainability performance, our corporate [removed: responsibilities,] [added: responsibilities and] our role as a socially responsible [removed: organization and our enterprise risks, including environmental, climate related risks and opportunities and reputational risks.][added: organization.]

In 2023, we completed construction at our first Polymer Center in Las Vegas, Nevada.

In 2023, we announced the development of Blue Polymers, a joint-venture with Ravago JV Holdings, LLC, creating vertical integration that will further advance circularity by acquiring all olefins produced by the Polymer Centers to further process and manufacture custom blended pellets for food-grade and non-food-grade packaging.

We’re also

| Small-container | | | | | | 5,300 | | | | | | 7.1 | | |

strategy and running our operations.

In January 2023, we launched a new BRG called PRISM in support of the LGBTQ+ community.

We offer a broad set of environmental services across the United States and Canada as the sole provider, which we believe sets us apart in the industry.

Customers appreciate our track record of safe and environmentally compliant operations, with the expertise to manage complex waste streams.

The goal of prioritizing our digital capabilities is to allow us to provide a consistent experience across our business.

We believe investments in our digital platforms enable our customers to do business with us through more channels and with better access to information, ultimately driving increased customer loyalty.

We are also in the early stages of deploying advanced technology on recycling and waste collection routes that utilizes cameras to identify recycling contamination and overfilled containers.

We expect this technology will reduce recycling contamination over time and drive incremental revenue.

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

operational results across the Company.

Mr. Brummer joined the Company in January 2014 as Area President, a role he held until June 2019.

Prior to joining the Company, Mr. Brummer was a Regional Vice President as well as General Manager at BlueLinx Corporation and held various leadership positions at Georgia Pacific Corporation.

Mr. DelGhiaccio serves on the Board of Directors of Aramark.

*Courtney Rodriguez* was named Executive Vice President, Chief Human Resources Officer in March 2023.

In this role, she is responsible for all aspects of the Company’s talent strategy, including talent acquisition and retention, learning and development, and total rewards.

Prior to joining Republic, Ms. Rodriguez served as Senior Vice President, Global HR, for Dell Technologies.

She has over 20 years of HR experience, including frontline, customer operations, culture transformation and M&A support.

Ms. Rodriguez started her career in finance as a senior auditor for Arthur Andersen before moving to Dell as a financial analyst.

Sustainability Innovation

We are uniquely positioned to offer products and services to address the complex sustainability needs of our customers.

Our sustainability innovation product and service offerings include operations that allow for greater material circularity and support decarbonization.

Demand for post-consumer content in consumer packaging and low carbon energy alternatives continues to increase.

We are able to invest independently or through joint ventures to create solutions for the evolving marketplace.

Circularity

In 2023, we completed construction at our first Polymer Center in Las Vegas, Nevada.

The Polymer Center represents the first time a single U.S. company will manage the plastics stream through an integrated process from curbside collection of recycled material to production and delivery of high-quality recycled content for consumer packaging.

Rigid plastics – polyethylene terephthalate (PET), high-density polyethylene (HDPE) and polypropylene (PP) – collected from residential and commercial customers and sorted at local recycling facilities will be delivered to the Polymer Center for secondary processing.

The facility is expected to produce more than 100 million pounds per year of recycled plastic, including 100% post-consumer PET flake delivered to the food-grade marketplace to enable bottle-to-bottle circularity.

In addition, HDPE and PP packaging such as detergent jugs or butter tubs, which today are collected in multicolored bundles, can be separated by plastic type and color.

We anticipate opening at least three more centers to provide national coverage and further drive circularity, with the Indianapolis Polymer Center construction scheduled to be completed in late 2024.

In 2023, we announced the creation of Blue Polymers, LLC, a joint venture with Ravago, creating vertical integration that will further advance circularity in the plastics industry.

The Blue Polymers facilities will utilize recycled HDPE and PP from our Polymer Centers to create custom recycled resins for consumer packaging and other applications.

The process is expected to convert HDPE and PP into fully formulated products for use in both food-grade and non-food-grade sustainable applications.

Four Blue Polymers facilities are planned to open over the next four years, beginning in 2025.

Once operational, these facilities are expected to produce a combined 300 million pounds per year of recycled plastics.

Products are expected to include custom-blended and compounded materials for individual customers to help them achieve their sustainability goals and comply with federal, state or local requirements for recycled content.

Key elements of our operating model are our

| Small-container | | | | | | 5,100 | | | | | | 7.0 | | |

In January 2023, we also launched a new LGBTQ+ BRG.

In 2022, we continued our focus on providing programs and virtual events to advance awareness, education and connectivity across our workforce.

Our well-attended “Let’s Talk” series aimed at furthering our employees' understanding and empathy related to the topic of inclusion and diversity.

In conjunction with this series, we have held multiple "Let's Connect" sessions, providing an opportunity for employees across an array of intersectionalities to share their unique experiences and perspectives directly with our CEO.

We will continue to offer opportunities to help our employees conduct courageous and authentic conversations with one another.

We are committed to maintaining a work environment where people of all backgrounds feel valued and safe to share their perspectives.

We have had 98 participants in the course so far.

strong talent to the organization and is a path of opportunity into the GMAP program.

As we continue to grow as a Company, we are investing in new technology and tools so employees can do their jobs safely and effectively, while providing day-to-day stability and professional development.

The goal of our digital priority is to allow us to provide a consistent experience across our business while enabling our customers to do business with us through more channels and with better access to information.

The rollout of the "RISE" in-cab technology enhancements across our collection fleet will continue through 2023.

2014, progressed to Senior Vice President, Finance from 2014 to 2017 and then to Senior Vice President, Business Transformation in 2017.

In this role, she is responsible for leading the Company’s Sales organization, which includes Field Sales, National Accounts, Manufacturing and Environmental Services and Municipal Services.

She also oversees the Customer Resource Centers.

Prior to joining the Company, Ms. Liddell held the role of President, Global Forwarding and Expedite for XPO Logistics Inc., a global transportation and contract logistics company.

Before joining XPO, Ms. Liddell spent 14 years with Johnson Controls International, where she held senior leadership roles in enterprise account management, vertical market development, operations, product development and customer relations.

Ms. Liddell serves on the Board of Directors of The Kristine Pettoni Foundation.

*Tim Stuart* was named Executive Vice President, Chief Operating Officer in May 2019.

Mr. Stuart has over 20 years of experience in the waste industry.

He previously served as the Company’s East Region President from September 2013 to January 2016.

He joined Republic in April 2006 as Director of Operations and has held a variety of roles with the Company, including Area President, Vice President of Customer Experience and Region Vice President.

Compliance with existing and future legal and regulatory requirements, including changes relating to per- and

vehicles and tractor trailers, for model years 2014 through 2018.

operated waste facility.

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 audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K; and (2) environmental remediation liabilities, which totaled [removed: $487.5] [added: $485.4] million at December 31, [removed: 2022] [added: 2023] and which are discussed in Note 8, *Landfill and Environmental Costs,* to our 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: $9] [added: $18] million relating to our outstanding legal proceedings as of December 31, [removed: 2022.][added: 2023.]

If we had used the high ends of such ranges, our aggregate potential liability would be approximately [removed: $7] [added: $11] million higher than the amount recorded as of December 31, [removed: 2022.][added: 2023.]

For the fiscal year ended December 31, [removed: 2022][added: 2023]

As of June 30, [removed: 2022,] [added: 2023,] the aggregate market value of the shares of the Common Stock held by non-affiliates of the registrant was [removed: $41.3] [added: $48.4] billion.

As of February [removed: 7, 2023,] [added: 13, 2024,] the registrant had outstanding [removed: 316,038,833] [added: 314,610,579] shares of Common Stock (excluding treasury shares of [removed: 4,244,307).][added: 6,156,951).]

Portions of the Registrant’s Proxy Statement relative to the [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference in Part III hereof.

| Item 1A. | | | [Risk Factors](#ia741dac77d4a44c98e59804b33ecc307_16) | | | [removed: [19](#ia741dac77d4a44c98e59804b33ecc307_16)] [added: [20](#ia741dac77d4a44c98e59804b33ecc307_16)] | | |

| Item 1B. | | | [Unresolved Staff Comments](#ia741dac77d4a44c98e59804b33ecc307_19) | | | [removed: [29](#ia741dac77d4a44c98e59804b33ecc307_19)] [added: [30](#ia741dac77d4a44c98e59804b33ecc307_19)] | | |

| Item 2. | | | [Properties](#ia741dac77d4a44c98e59804b33ecc307_22) | | | [removed: [29](#ia741dac77d4a44c98e59804b33ecc307_22)] [added: [31](#ia741dac77d4a44c98e59804b33ecc307_22)] | | |

| Item 3. | | | [Legal Proceedings](#ia741dac77d4a44c98e59804b33ecc307_25) | | | [removed: [30](#ia741dac77d4a44c98e59804b33ecc307_25)] [added: [32](#ia741dac77d4a44c98e59804b33ecc307_25)] | | |

| Item 4. | | | [Mine Safety Disclosures](#ia741dac77d4a44c98e59804b33ecc307_28) | | | [removed: [30](#ia741dac77d4a44c98e59804b33ecc307_28)] [added: [32](#ia741dac77d4a44c98e59804b33ecc307_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ia741dac77d4a44c98e59804b33ecc307_34) | | | [removed: [31](#ia741dac77d4a44c98e59804b33ecc307_34)] [added: [33](#ia741dac77d4a44c98e59804b33ecc307_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [32](#ia741dac77d4a44c98e59804b33ecc307_37)] [added: [34](#ia741dac77d4a44c98e59804b33ecc307_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ia741dac77d4a44c98e59804b33ecc307_43) | | | [removed: [33](#ia741dac77d4a44c98e59804b33ecc307_43)] [added: [35](#ia741dac77d4a44c98e59804b33ecc307_43)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market Risk](#ia741dac77d4a44c98e59804b33ecc307_79) | | | [removed: [59](#ia741dac77d4a44c98e59804b33ecc307_79)] [added: [61](#ia741dac77d4a44c98e59804b33ecc307_79)] | | |

| Item 8. | | | [Financial Statements and Supplementary Data](#ia741dac77d4a44c98e59804b33ecc307_82) | | | [removed: [61](#ia741dac77d4a44c98e59804b33ecc307_82)] [added: [63](#ia741dac77d4a44c98e59804b33ecc307_82)] | | |

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ia741dac77d4a44c98e59804b33ecc307_178) | | | [removed: [114](#ia741dac77d4a44c98e59804b33ecc307_178)] [added: [118](#ia741dac77d4a44c98e59804b33ecc307_178)] | | |

| Item 9A. | | | [Controls and Procedures](#ia741dac77d4a44c98e59804b33ecc307_181) | | | [removed: [114](#ia741dac77d4a44c98e59804b33ecc307_181)] [added: [118](#ia741dac77d4a44c98e59804b33ecc307_181)] | | |

| Item 9B. | | | [Other Information](#ia741dac77d4a44c98e59804b33ecc307_184) | | | [removed: [115](#ia741dac77d4a44c98e59804b33ecc307_184)] [added: [119](#ia741dac77d4a44c98e59804b33ecc307_184)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [115](#ia741dac77d4a44c98e59804b33ecc307_1099511629844)] [added: [119](#ia741dac77d4a44c98e59804b33ecc307_1099511629844)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate Governance](#ia741dac77d4a44c98e59804b33ecc307_190) | | | [removed: [116](#ia741dac77d4a44c98e59804b33ecc307_190)] [added: [120](#ia741dac77d4a44c98e59804b33ecc307_190)] | | |

| Item 11. | | | [Executive Compensation](#ia741dac77d4a44c98e59804b33ecc307_193) | | | [removed: [116](#ia741dac77d4a44c98e59804b33ecc307_193)] [added: [120](#ia741dac77d4a44c98e59804b33ecc307_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ia741dac77d4a44c98e59804b33ecc307_196) | | | [removed: [116](#ia741dac77d4a44c98e59804b33ecc307_196)] [added: [120](#ia741dac77d4a44c98e59804b33ecc307_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions](#ia741dac77d4a44c98e59804b33ecc307_199) [and Director Independence](#ia741dac77d4a44c98e59804b33ecc307_199) | | | [removed: [116](#ia741dac77d4a44c98e59804b33ecc307_199)] [added: [120](#ia741dac77d4a44c98e59804b33ecc307_199)] | | |

| Item 14. | | | [Principal [removed: Accounting] [added: Accountant] Fees and Services](#ia741dac77d4a44c98e59804b33ecc307_202) | | | [removed: [116](#ia741dac77d4a44c98e59804b33ecc307_202)] [added: [120](#ia741dac77d4a44c98e59804b33ecc307_202)] | | |

| Item 15. | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement Schedules](#ia741dac77d4a44c98e59804b33ecc307_208) | | | [removed: [117](#ia741dac77d4a44c98e59804b33ecc307_208)] [added: [121](#ia741dac77d4a44c98e59804b33ecc307_208)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [121](#ia741dac77d4a44c98e59804b33ecc307_211)] [added: [125](#ia741dac77d4a44c98e59804b33ecc307_211)] | | |

| | | | [Signatures](#ia741dac77d4a44c98e59804b33ecc307_214) | | | [removed: [122](#ia741dac77d4a44c98e59804b33ecc307_214)] [added: [126](#ia741dac77d4a44c98e59804b33ecc307_214)] | | |

| Item 1C. | | | Cybersecurity | | | [30](#ia741dac77d4a44c98e59804b33ecc307_2093) | | |

Cybersecurity Risk Management and Strategy

Republic’s technology and cybersecurity programs are crucial to maintaining secure operations, which enable us to deliver on our promise to customers and maintain stakeholder trust.

Our Cybersecurity organization, led by our Chief Information Security Officer (CISO), is responsible for establishing, implementing and executing our cybersecurity program and strategy.

Our CISO has over 20 years of information technology, information technology audit, and cybersecurity experience, and is involved in assessing the latest developments in cybersecurity, including potential threats and innovative risk management techniques.

Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework.

Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis.

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

Our Cybersecurity organization proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to:

a.A formal enterprise-wide cybersecurity policy and related standards;

b.Cybersecurity training and employee phishing simulations;

c.Scheduled and ad hoc internal and external penetration tests;

d.Cyber incident response, IT disaster recovery, and business continuity plans;

e.Cybersecurity assessments and remediation planning as part of our M&A due diligence process;

f.Identity and access management controls;

g.Third-party risk assessment and management for vendors and third-party service providers; and

h.Cyber incident tabletop exercises for our Board of Directors and management.

A primary element of our cybersecurity program is the implementation of controls that are aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets.

We have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, including to monitor compliance with our agreements and regulatory and legal requirements.

We also actively engage with industry participants and intelligence and law enforcement communities as part of our continuing efforts to evaluate and enhance the effectiveness of our information security policies and procedures.

Our cybersecurity program is designed based on the concepts of control maturity and control efficacy.

For control maturity, our cybersecurity program is aligned to the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and is assessed annually by an independent third party against our yearly control maturity targets in the context of current cyber threat and industry trends.

The NIST CSF assessment results are used to validate the progress made against the current year maturity targets, inform the program’s strategic priorities and establish maturity targets for the following year.

These assessment results are provided to our Audit Committee and our Board of Directors on an annual basis.

For control efficacy, the cybersecurity program leverages a variety of metrics and measurements to demonstrate whether the control objectives are being consistently achieved within the target range.

Monthly security operation (SecOps) reviews are utilized to monitor metric trends and root causes to determine potential capability improvements.

The monthly SecOps reviews and related actions are aggregated into a subset of key metrics reviewed quarterly by the Audit Committee.

Cybersecurity Governance

Our Audit Committee oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.

At each quarterly meeting, the Audit Committee receives an update from our CISO and other members of management on relevant topics, including cybersecurity program maturity progress, new capabilities implemented, penetration testing results, key cyber risk metrics (e.g., simulated phishing testing and vulnerability management) and notable incidents or events should they occur.

On an annual basis, our Board of Directors meets with our CISO and our third-party cybersecurity consultant to review our cybersecurity strategy and the results of our NIST CSF assessment.

In accordance with our cybersecurity incident response plan, our Board is promptly informed of potentially material cybersecurity incidents, including with respect to our third-party service providers.

Although we have experienced cybersecurity incidents from time to time that have not had a material adverse effect on our business, financial condition, or results of operations, there can be no assurance that a cyber-attack, security breach, or other cybersecurity incident will not have a material adverse effect on us in the future.

For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to affect the company, see our risk factors, including the risk factors titled “Our strategy includes an increasing dependence on technology in our operations.

If any of our key technology fails, our business could be adversely affected.” and “A cybersecurity incident could negatively impact our business and our relationships with customers.” in Item 1A of this Annual Report on Form 10-K.

As of December 31, [removed: 2022,] [added: 2023,] we operated across the United States and Canada through [removed: 353] [added: 364] collection operations, [removed: 233] [added: 246] transfer stations, [removed: 71] [added: 74] recycling centers, [removed: 206] [added: 207] active landfills, 3 treatment, recovery and disposal facilities, [removed: 20] [added: 22] treatment, storage and disposal facilities (TSDF), 6 salt water disposal wells and [removed: 7] [added: 12] deep injection wells.

In the aggregate, our active solid waste landfills total [removed: 116,858] [added: 118,010] acres, including [removed: 40,400] [added: 40,659] permitted acres.

We are engaged in [removed: 73] [added: 76] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 128] [added: 126] closed landfills.

There were [removed: 520] [added: 490] holders of record of our common stock at February [removed: 7, 2023,] [added: 13, 2024,] which does not include beneficial owners for whom Cede & Co. or others act as nominees.

In [removed: October 2022,] [added: January 2024,] our Board of Directors declared a regular quarterly dividend of [removed: $0.495] [added: $0.535] per share for shareholders of record on January [removed: 3, 2023.][added: 2, 2024.]

As of December 31, [removed: 2022,] [added: 2023,] 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: 2022:][added: 2023:]

| | | | Total Number of Shares Purchased (a) | | | | | | Average Price Paid per Share (a) [added: (d)] | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program (b) | | | | | | Dollar Value of Shares that May Yet Be Purchased Under the Program (c) [added: (d)] | | |

As of December 31, [removed: 2022,] [added: 2023,] there were no repurchased shares pending settlement.

There were no sales of unregistered securities during the three months ended December 31, [removed: 2022.][added: 2023.]

The graph covers the period from December 31, [removed: 2017] [added: 2018] to December 31, [removed: 2022] [added: 2023] and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, [removed: 2017] [added: 2018] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

Copyright [removed: 1980-2023.][added: 1980-2024.]

| October 1 – 31 | | | 500,160 | | | | | | $ | 142.69 | | | | | 500,160 | | | | | | $ | 1,282,578,751 | |

| November 1 – 30 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,282,578,751 | |

| December 1 – 31 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 1,282,578,751 | |

| | | | 500,160 | | | | | | | | | | | | 500,160 | | | | | | | | |

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

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

| Republic Services, Inc. | | | $ | 100.00 | | | | | $ | 126.61 | | | | | $ | 138.67 | | | | | $ | 203.89 | | | | | $ | 191.32 | | | | | $ | 247.98 | |

| S&P 500 Index | | | $ | 100.00 | | | | | $ | 131.49 | | | | | $ | 155.68 | | | | | $ | 200.37 | | | | | $ | 164.08 | | | | | $ | 207.21 | |

| DJ W&DS Index | | | $ | 100.00 | | | | | $ | 135.09 | | | | | $ | 143.96 | | | | | $ | 201.25 | | | | | $ | 190.37 | | | | | $ | 224.24 | |

| 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 | |

| [Report of Independent Registered Public Accounting Firm](#ia741dac77d4a44c98e59804b33ecc307_85) (PCAOB ID: 42) | | | [removed: [62](#ia741dac77d4a44c98e59804b33ecc307_85)] [added: [64](#ia741dac77d4a44c98e59804b33ecc307_85)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting](#ia741dac77d4a44c98e59804b33ecc307_88) (PCAOB ID: 42) | | | [removed: [64](#ia741dac77d4a44c98e59804b33ecc307_88)] [added: [66](#ia741dac77d4a44c98e59804b33ecc307_88)] | | |

| Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [65](#ia741dac77d4a44c98e59804b33ecc307_91)] [added: [67](#ia741dac77d4a44c98e59804b33ecc307_91)] | | |

| [Consolidated Statement](#ia741dac77d4a44c98e59804b33ecc307_94)[s of](#ia741dac77d4a44c98e59804b33ecc307_94) [Income for Each of the Three Years in the Period Ended](#ia741dac77d4a44c98e59804b33ecc307_94) December 31, [removed: 2022] [added: 2023] | | | [removed: [66](#ia741dac77d4a44c98e59804b33ecc307_94)] [added: [68](#ia741dac77d4a44c98e59804b33ecc307_94)] | | |

| Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [67](#ia741dac77d4a44c98e59804b33ecc307_97)] [added: [69](#ia741dac77d4a44c98e59804b33ecc307_97)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [68](#ia741dac77d4a44c98e59804b33ecc307_100)] [added: [70](#ia741dac77d4a44c98e59804b33ecc307_100)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2022] [added: 2023] | | | [removed: [69](#ia741dac77d4a44c98e59804b33ecc307_106)] [added: [71](#ia741dac77d4a44c98e59804b33ecc307_106)] | | |

| [Notes to](#ia741dac77d4a44c98e59804b33ecc307_109) [Consolidated Financial Statements](#ia741dac77d4a44c98e59804b33ecc307_109) | | | [removed: [70](#ia741dac77d4a44c98e59804b33ecc307_109)] [added: [72](#ia741dac77d4a44c98e59804b33ecc307_109)] | | |

We have audited the accompanying consolidated balance sheets of Republic Services, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 22, 2023,] [added: 28, 2024,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the net book value of the Company’s landfill development assets totaled [removed: $4,515.3] [added: $4,745.4] million, and the associated landfill development asset amortization expense for [removed: 2022] [added: 2023] was [removed: $433.7] [added: $470.9] million. Significant assumptions used in calculating the amortization expense include estimated future development costs associated with the land, permitting, cell construction and environmental structures of the landfill in relation to airspace consumed to date and total estimated available airspace. These assumptions have a significant effect on the total landfill [added: development asset] amortization expense. As discussed in Note 2 to the consolidated financial statements, costs and airspace estimates are developed at least annually, or more often if significant facts change. | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2022,] [added: 2023,] the carrying value of the Company’s landfill final capping, closure and post-closure costs totaled [removed: $1,786.4] [added: $1,937.2] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and our report dated February [removed: 22, 2023,] [added: 28, 2024,] expressed an unqualified opinion thereon.

As indicated in the accompanying Report of Management on Republic Services, Inc.’s Internal Control over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of [removed: US Ecology,] which are included in the [removed: 2022] [added: 2023] consolidated financial statements of the Company and constituted approximately [removed: 6%] [added: 1%] of revenues for the year ended December 31, [removed: 2022.][added: 2023.]

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

| | | | December 31, [removed: 2022] [added: 2023] | | | | | | December 31, [removed: 2021] [added: 2022] | | |

| Cash and cash equivalents | | | [added: | | |] $ | [added: 140.0 | | | | | $ |] 143.4 | | | | | $ | 29.0 | |

| Accounts receivable, less allowance for doubtful accounts and other of [removed: $51.9] [added: $83.2] and [removed: $38.5,] [added: $51.9,] respectively | | | [removed: 1,677.2] [added: 1,768.4] | | | | | | [removed: 1,271.4] [added: 1,677.2] | | |

| Prepaid expenses and other current assets | | | [removed: 536.5] [added: 472.6] | | | | | | [removed: 410.4] [added: 536.5] | | |

| Total current assets | | | [removed: 2,357.1] [added: 2,381.0] | | | | | | [removed: 1,710.8] [added: 2,357.1] | | |

| Restricted cash and marketable securities | | | [added: | | | 163.6 | | | | | |] 127.6 | | | | | | 139.0 | | |

| Property and equipment, net | | | [removed: 10,744.0] [added: 11,350.9] | | | | | | [removed: 9,232.1] [added: 10,744.0] | | |

| Goodwill | | | [removed: 14,451.5] [added: 15,834.5] | | | | | | [removed: 12,826.0] [added: 14,451.5] | | |

| Other intangible assets, net | | | [removed: 347.2] [added: 496.2] | | | | | | [removed: 259.5] [added: 347.2] | | |

| Other assets | | | [removed: 1,025.5] [added: 1,183.9] | | | | | | [removed: 787.6] [added: 1,025.5] | | |

| Total assets | | | $ | [removed: 29,052.9] [added: 31,410.1] | | | | | $ | [removed: 24,955.0] [added: 29,052.9] | |

| Accounts payable | | | $ | [removed: 1,221.8] [added: 1,411.5] | | | | | $ | [removed: 910.0] [added: 1,221.8] | |

| Notes payable and current maturities of long-term debt | | | [removed: 456.0] [added: 932.3] | | | | | | [removed: 8.2] [added: 456.0] | | |

| Deferred revenue | | | [removed: 443.0] [added: 467.3] | | | | | | [removed: 381.3] [added: 443.0] | | |

| Accrued landfill and environmental costs, current portion | | | [removed: 132.6] [added: 141.6] | | | | | | [removed: 124.5] [added: 132.6] | | |

| Accrued interest | | | [removed: 79.0] [added: 104.1] | | | | | | [removed: 62.1] [added: 79.0] | | |

| Other accrued liabilities | | | [removed: 1,058.3] [added: 1,171.5] | | | | | | [removed: 929.5] [added: 1,058.3] | | |

| Total current liabilities | | | [removed: 3,390.7] [added: 4,228.3] | | | | | | [removed: 2,415.6] [added: 3,390.7] | | |

| Long-term debt, net of current maturities | | | [removed: 11,329.5] [added: 11,887.1] | | | | | | [removed: 9,546.2] [added: 11,329.5] | | |

| Accrued landfill and environmental costs, net of current portion | | | [removed: 2,141.3] [added: 2,281.0] | | | | | | [removed: 1,837.7] [added: 2,141.3] | | |

| Deferred income taxes and other long-term tax liabilities, net | | | [removed: 1,528.8] [added: 1,526.8] | | | | | | [removed: 1,229.5] [added: 1,528.8] | | |

| Insurance reserves, net of current portion | | | [removed: 315.1] [added: 348.8] | | | | | | [removed: 303.9] [added: 315.1] | | |

February 28, 2024

February 28, 2024

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,731.0 | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.4 | | | | | | 1,731.4 | | |

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

| Issuances of common stock | | | 0.4 | | | | | | — | | | | | | 13.7 | | | | | | — | | | | | | (0.1) | | | | | | (14.9) | | | | | | — | | | | | | — | | | | | | (1.2) | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 43.9 | | | | | | (3.4) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 40.5 | | |

| Balance as of December 31, 2023 | | | 320.7 | | | | | | $ | 3.2 | | | | | $ | 2,900.8 | | | | | $ | 8,433.9 | | | | | (6.1) | | | | | | $ | (783.5) | | | | | $ | (12.1) | | | | | $ | 1.2 | | | | | $ | 10,543.5 | |

| Net income | | | $ | 1,731.4 | | | | | $ | 1,487.6 | | | | | $ | 1,292.3 | |

We perform ongoing credit

associated with the development of the site.

Our inflation rate was

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

undiscounted future cash flows over its remaining life.

*Disclosure of Supplier Finance Program Obligations*

In September 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-04, *Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.* The ASU requires buyers to disclose information about their supplier finance programs.

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

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

December 15, 2023.

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

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

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

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

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements: *Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative* (ASU 2023-06).

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

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

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

*Improvements to Reportable Segment Disclosures*

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): *Improvements to Reportable Segment Disclosures* (ASU 2023-07)*.* ASU 2023-07 improves the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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

*Improvements to Income Tax Disclosures*

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): *Improvements to Income Tax Disclosures* (ASU 2023-09).

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

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

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

| | | | 2023 | | | | | | 2022 | | |

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

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

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

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

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

February 22, 2023

| Balance as of December 31, 2019 | | | 353.3 | | | | | | $ | 3.5 | | | | | $ | 4,994.8 | | | | | $ | 5,317.3 | | | | | (34.5) | | | | | | $ | (2,199.6) | | | | | $ | 2.2 | | | | | $ | 2.7 | | | | | $ | 8,120.9 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 967.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | 2.4 | | | | | | 969.6 | | |

| Issuances of common stock | | | 1.3 | | | | | | — | | | | | | 21.6 | | | | | | — | | | | | | (0.1) | | | | | | (17.7) | | | | | | — | | | | | | — | | | | | | 3.9 | | |

| Stock-based compensation | | | — | | | | | | — | | | | | | 40.7 | | | | | | (3.9) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 36.8 | | |

| Shares returned to unissued status | | | (35.8) | | | | | | (0.3) | | | | | | (2,315.7) | | | | | | — | | | | | | 35.8 | | | | | | 2,316.0 | | | | | | — | | | | | | — | | | | | | — | | |

| Premiums paid on extinguishment of debt | | | — | | | | | | — | | | | | | (99.1) | | |

We establish an allowance

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

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

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

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

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

impairment is identified.

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

station and operating equipment.

*Facilitation of the Effects of Reference Rate Reform on Financial Reporting*

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-04, Reference Rate Reform (Topic 848): *Facilitation of the Effects of Reference Rate Reform on Financial Reporting* (ASU 2020-04), as extended in ASU 2022-06, Reference Rate Reform (Topic 848): *Deferral of the Sunset Date of Topic 848*.

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

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

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

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

*Business Combinations*

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers* (ASU 2021-08).

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

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

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

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

| Assets held for sale | | | — | | | | | | 43.6 | | |

| Closure and post-closure liabilities | | | (173.3) | | | | | | (31.8) | | |

| Gain on bargain purchase | | | — | | | | | | (1.6) | | |

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

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

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

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

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

For further discussion of the income tax benefits, refer to Note 11, *Income Taxes,* in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2022.

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.

| | | | $ | 22,240.7 | | | | | $ | 19,782.0 | |

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: 2022,] [added: 2023,] 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.

Based on this assessment, we concluded that we maintained effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the specified criteria.

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: 2022] [added: 2023] 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: 2022] [added: 2023] did not include an assessment of internal control over financial reporting as it relates to [removed: this acquisition.][added: these acquired businesses.]

We will continue the process of implementing internal controls over financial reporting for [removed: this] [added: these] acquired [removed: business.][added: businesses.]

[removed: US Ecology] [added: These businesses collectively] contributed approximately [removed: 6%] [added: 1%] of [added: our total consolidated] revenue for the year ended December 31, [removed: 2022.][added: 2023.]

In March 2023, we acquired all of the issued and outstanding shares and other equity interests of Wasteco Holdings Inc. and related subsidiaries.

In June 2023, we acquired a vertically-integrated set of operations located primarily in Colorado from GFL Environmental Inc. In November 2023, we acquired all of the issued and outstanding capital stock or other ownership interests of Advanced Chemical Transport LLC.

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

In May 2022, we acquired all of the issued and outstanding equity of US Ecology.

During the quarter ended December 31, 2023, no director or officer adopted or terminated any contract, instrument or written plan for the purchase or sale of Republic securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any non-Rule 10b5-1 trading arrangement as defined in Item 408(c) of Regulation S-K.

None.

Information required by this item is incorporated by reference to the material appearing under the headings Proposal 1 - Election of Directors, Biographical Information Regarding [removed: Directors/Nominees,] [added: Director Nominees,] Board of Directors and Corporate Governance Matters, Delinquent Section 16(a) Reports and Executive Officers in the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

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: 2023] [added: 2024] Annual Meeting of Shareholders.

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: 2023] [added: 2024] Annual Meeting of Shareholders.

The following table sets forth certain information regarding equity compensation plans as of December 31, [removed: 2022] [added: 2023] (number of securities in millions):

| Equity compensation plans approved by security holders (a) | | | [removed: 1.4] [added: 1.3] | | | | | | $ | [removed: 122.54] [added: 156.67] | | | | | [removed: 30.1] [added: 29.6] | | |

(b)Includes no stock options as all were exercised in 2020, 0.9 million shares underlying restricted stock units, [removed: 0.5] [added: 0.4] million shares underlying performance 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: 12.0] [added: 11.7] million shares under our 2021 Stock Incentive Plan and [removed: 2.5] [added: 2.4] million shares under our ESPP.

| Total | | | 1.3 | | | | | | $ | 156.67 | | | | | 29.6 | | |

| Total | | | 1.4 | | | | | | $ | 122.54 | | | | | 30.1 | | |

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: 2023] [added: 2024] Annual Meeting of Shareholders.

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: 2023] [added: 2024] Annual Meeting of Shareholders.

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095014405005037/g95037exv4w1.htm)3] [added: [4.3](http://www.sec.gov/Archives/edgar/data/1060391/000095014405005037/g95037exv4w1.htm)] | | | | | | [Second Supplemental Indenture, dated as of March 21, 2005, to the Indenture dated as of August 15, 2001, by and between Republic Services, Inc. and The Bank of New York, as trustee, including the form of 6.086% Note due March 15, 2035 (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2005).](http://www.sec.gov/Archives/edgar/data/1060391/000095014405005037/g95037exv4w1.htm) | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095012309042209/p15846exv4w1.htm)4] [added: [4.4](http://www.sec.gov/Archives/edgar/data/1060391/000095012309042209/p15846exv4w1.htm)] | | | | | | [Indenture, dated as of September 8, 2009, by and between Republic Services, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 9, 2009).](http://www.sec.gov/Archives/edgar/data/1060391/000095012309042209/p15846exv4w1.htm) | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w2.htm)5] [added: [4.5](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w2.htm)] | | | | | | Third Supplemental Indenture, dated as of May 9, 2011, to the Indenture dated as of September 8, 2009, by and among Republic Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, including the form of 4.750% Notes due 2023 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated May 9, 2011). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w3.htm)6] [added: [4.6](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w3.htm)] | | | | | | Fourth Supplemental Indenture, dated as of May 9, 2011, to the Indenture dated as of September 8, 2009, by and among Republic Services, Inc., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, including the form of 5.700% Notes due 2041 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K dated May 9, 2011). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095012309066038/p16405exv4w1.htm)7] [added: [4.7](http://www.sec.gov/Archives/edgar/data/1060391/000095012309066038/p16405exv4w1.htm)] | | | | | | Indenture, dated as of November 25, 2009, by and between Republic Services, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated November 25, 2009). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000095012310020978/p17075exv4w2.htm)8] [added: [4.8](http://www.sec.gov/Archives/edgar/data/1060391/000095012310020978/p17075exv4w2.htm)] | | | | | | Third Supplemental Indenture, dated as of March 4, 2010, to the Indenture dated as of November 25, 2009, by and among Republic Services, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, including the form of 6.20% Notes due 2040 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated March 4, 2010). | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/1060391/000119312512241490/d356828dex41.htm)] [added: [4.17](http://www.sec.gov/Archives/edgar/data/1060391/000119312518160817/d582592dex41.htm)] | | | | | | [added: Seventh Supplemental] Indenture, dated as of May [removed: 21, 2012, by and] [added: 14, 2018,] between Republic Services, Inc. and [removed: Wells Fargo Bank,] [added: U.S. Bank] National Association, as [removed: trustee] [added: trustee, including the form of 3.950% Notes due 2028] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated May [removed: 21, 2012).] [added: 3, 2018).] | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-22.txt)0] [added: [4.9](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-22.txt)] | | | | | | Restated Indenture, dated as of September 1, 1991, by and between Browning-Ferris Industries, Inc. and First City, Texas-Houston, National Association, as trustee (incorporated by reference to Exhibit 4.22 of Allied’s Registration Statement on Form S-4/A (No. 333-61744)). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-23.txt)1] [added: [4.10](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-23.txt)] | | | | | | First Supplemental Indenture, dated as of July 30, 1999, to the Restated Indenture dated as of September 1, 1991, by and among Allied Waste Industries, Inc., Allied Waste North America, Inc., Browning-Ferris Industries, Inc. and Chase Bank of Texas, National Association, as trustee (incorporated by reference to Exhibit 4.23 of Allied’s Registration Statement on Form S-4/A (No. 333-61744)). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/848865/000095015305000309/p70182exv4w33.txt)2] [added: [4.11](http://www.sec.gov/Archives/edgar/data/848865/000095015305000309/p70182exv4w33.txt)] | | | | | | First \[sic\] Supplemental Indenture, dated as of December 31, 2004, to the Restated Indenture dated as of September 1, 1991, by and among Browning-Ferris Industries, Inc., BBCO, Inc. and JP Morgan Chase Bank, National Association as trustee (incorporated by reference to Exhibit 4.33 of Allied’s Annual Report on Form 10-K for the year ended December 31, 2004). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1060391/000095014408009225/g16932exv4w1.htm)3] [added: [4.12](http://www.sec.gov/Archives/edgar/data/1060391/000095014408009225/g16932exv4w1.htm)] | | | | | | Third Supplemental Indenture, dated as of December 5, 2008, to the Restated Indenture dated as of September 1, 1991, by and among Allied Waste Industries, Inc., Allied Waste North America, Inc., Browning-Ferris Industries, LLC (successor to Browning-Ferris Industries, Inc.), BBCO, Inc., Republic Services, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated December 10, 2008). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1060391/000119312515087339/d888900dex41.htm)4] [added: [4.13](http://www.sec.gov/Archives/edgar/data/1060391/000119312515087339/d888900dex41.htm)] | | | | | | Fourth Supplemental Indenture, dated as of March 11, 2015, to the Indenture, dated as of November 25, 2009, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of 3.20% Notes due 2025 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated March 11, 2015). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000119312516641673/d207655dex41.htm)15] [added: [4.14](http://www.sec.gov/Archives/edgar/data/1060391/000119312516641673/d207655dex41.htm)] | | | | | | Fifth Supplemental Indenture, dated as of July 5, 2016, to the Indenture, dated as of November 25, 2009, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of 2.900% Notes due 2026 (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated July 5, 2016). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000119312517343919/d493740dex41.htm)16] [added: [4.15](http://www.sec.gov/Archives/edgar/data/1060391/000119312517343919/d493740dex41.htm)] | | | | | | Sixth Supplemental Indenture, dated as of November 16, 2017, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of 3.375% Notes due 2027 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated November 15, 2017). | | |

| [removed: [4.17](https://www.sec.gov/Archives/edgar/data/14827/0000014827-95-000020.txt)] [added: [4.16](https://www.sec.gov/Archives/edgar/data/14827/0000014827-95-000020.txt)] | | | | | | Form of Browning-Ferris Industries, Inc. 7.4% Debentures due 2035 (incorporated by reference to Exhibit 4 of Browning-Ferris Industries, Inc.'s Current Report on Form 8-K dated September 15, 1995). | | |

| [removed: [4.](http://www.sec.gov/Archives/edgar/data/1060391/000119312518189164/d604892dex41.htm)18] [added: [4.24](http://www.sec.gov/Archives/edgar/data/1060391/000119312521253368/d278487dex41.htm)] | | | | | | [added: Amended and Restated] Credit Agreement, dated as of [removed: June 8, 2018,] [added: 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 [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: June 11, 2018).] [added: August 23, 2021).] | | |

| [removed: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000119312520148843/d833445dex41.htm)19] [added: [4.30](https://www.sec.gov/Archives/edgar/data/1060391/000119312522140494/d215685dex41.htm)] | | | | | | [removed: Amendment No.1, dated as of May 18, 2020, to] [added: Term Loan] Credit Agreement, dated as of [removed: June 8, 2018,] [added: April 29, 2022,] by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, [removed: Swing Line Lender] and [removed: 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 May [removed: 21, 2020).] [added: 4, 2022).] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312520194427/d55029dex41.htm)0] [added: [4.29](https://www.sec.gov/Archives/edgar/data/1060391/000119312523050958/d399062dex41.htm)] | | | | | | Amendment No. [removed: 2,] [added: 1,] dated as of [removed: July 14, 2020,] [added: February 23, 2023,] to [added: Amended and Restated] Credit Agreement, dated as of [removed: June 8, 2018, as amended,] [added: August 17, 2021,] by and among Republic Services, Inc., [removed: as Borrower,] [added: USE Canada Holdings, Inc.,] 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 [removed: July 17, 2020).] [added: February 27, 2023).] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312520233223/d139846dex42.htm)1] [added: [4.32](https://www.sec.gov/Archives/edgar/data/1060391/000110465923114173/tm2329523d1_ex4-1.htm)] | | | | | | Amendment No. [removed: 3,] [added: 2,] dated as of [removed: August 25, 2020,] [added: October 30, 2023,] to [added: Amended and Restated] Credit Agreement, dated as of [removed: June 8, 2018, as amended,] [added: August 17, 2021,] by and among Republic Services, Inc., [removed: as Borrower,] [added: USE Canada Holdings, Inc.,] 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 [removed: 4.2] [added: 4.1] of the Company’s Current Report on Form 8-K dated [removed: August 27, 2020).] [added: November 3, 2023).] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312520233223/d139846dex41.htm)2] [added: [4.31](https://www.sec.gov/Archives/edgar/data/1060391/000119312523050958/d399062dex42.htm)] | | | | | | [added: Amendment No. 1, dated as of February 23, 2023, to Term Loan] Credit Agreement, dated as of [removed: August 25, 2020,] [added: April 29, 2022,] by and among Republic Services, Inc., [removed: as Borrower,] Bank of America, N.A., as Administrative Agent, and the other lenders party thereto (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] of the Company’s Current Report on Form 8-K dated [removed: August] [added: February] 27, [removed: 2020).] [added: 2023).] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1060391/000119312518160817/d582592dex41.htm)3] [added: [4.20](http://www.sec.gov/Archives/edgar/data/1060391/000119312519210900/d769978dex41.htm)] | | | | | | [removed: Seventh] [added: Eighth] Supplemental Indenture, dated as of [removed: May 14, 2018,] [added: August 7, 2019,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 3.950%] [added: 2.500%] Notes due [removed: 2028] [added: 2024] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: May 3, 2018).] [added: August 1, 2019).] | | |

| [removed: [4.2](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000042/rsgex4193019.htm)4] [added: [4.18](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000042/rsgex4193019.htm)] | | | | | | Limited consent (2018 Credit Agreement), dated as of August 21, 2019, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and the lenders party thereto (incorporated by reference to Exhibit 4.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019). | | |

| [removed: [4.25](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000016/exhibit423descriptiono.htm)] [added: [4.19](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000016/exhibit423descriptiono.htm)] | | | | | | Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.23 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019). | | |

| [removed: [4.26](http://www.sec.gov/Archives/edgar/data/1060391/000119312519210900/d769978dex41.htm)] [added: [4.22](https://www.sec.gov/Archives/edgar/data/1060391/000119312520219229/d942697dex41.htm)] | | | | | | [removed: Eighth] [added: Tenth] Supplemental Indenture, dated as of August [removed: 7, 2019,] [added: 20, 2020,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 2.500%] [added: 1.450%] Notes due [removed: 2024] [added: 2031] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated August [removed: 1, 2019).] [added: 13, 2020).] | | |

| [removed: [4.27](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)] [added: [4.21](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)] | | | | | | Ninth Supplemental Indenture, dated as of February 27, 2020, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of 2.300% Notes due 2030 and the form of 3.050% Notes due 2050 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated February 21, 2020). | | |

| [removed: [4.28](https://www.sec.gov/Archives/edgar/data/1060391/000119312520219229/d942697dex41.htm)] [added: [4.23](https://www.sec.gov/Archives/edgar/data/1060391/000119312520290904/d77048dex41.htm)] | | | | | | [removed: Tenth] [added: Eleventh] Supplemental Indenture, dated as of [removed: August 20,] [added: November 24,] 2020, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 1.450%] [added: 0.875%] Notes due [removed: 2031] [added: 2025 and the form of 1.750% Notes due 2032] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: August 13,] [added: November 12,] 2020). | | |

| [removed: [4.29](https://www.sec.gov/Archives/edgar/data/1060391/000119312520290904/d77048dex41.htm)] [added: [4.25](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] | | | | | | [removed: Eleventh] [added: Twelfth] Supplemental Indenture, dated as of November [removed: 24, 2020,] [added: 8, 2021,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 0.875% Notes due 2025 and the form of 1.750%] [added: 2.375%] Notes due [removed: 2032] [added: 2033] (incorporated by reference to Exhibit 4.1 of the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated November [removed: 12, 2020).] [added: 4, 2021).] | | |

| [removed: [4.31](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] [added: [4.28](https://www.sec.gov/Archives/edgar/data/1060391/000119312523292068/d637987dex41.htm)] | | | | | | [removed: Twelfth] [added: Fourteenth] Supplemental Indenture, dated as of [removed: November 8, 2021,] [added: December 12, 2023,] between Republic Services, Inc. and U.S. Bank [added: Trust Company,] National [removed: Association,] [added: Association (as successor in interest to U.S. Bank National Association),] as trustee, including the form of [removed: 2.375%] [added: 5.000%] Notes due 2033 (incorporated by reference to Exhibit 4.1 of the [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: November 4, 2021).] [added: December 11, 2023).] | | |

| [removed: [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)] [added: [4.26](http://www.sec.gov/Archives/edgar/data/1060391/000110465922097012/tm2224887d1_ex10-1.htm)] | | | | | | Form of Commercial Paper Dealer Agreement--4(a)(2) Program, dated as of May 25, 2022, between Republic Services, Inc. and the applicable dealer party thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed September 1, 2022). | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex101.htm)3+] [added: [10.3+](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex101.htm)] | | | | | | Form of Employee Restricted Stock Unit Agreement under the Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan (for awards on or after December 27, 2011) (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated December 27, 2011). | | |

| [removed: [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)] [added: [10.9+](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)] | | | | | | Republic Services, Inc. Executive Separation Policy, as amended as of February 8, 2023 [added: (incorporated by reference to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the year ended December 31, 2022).] | | |

| [removed: [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)] [added: [97+](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000014/rsgex101clawbackpolicy.htm)] | | | | | | Amended and Restated Clawback Policy, dated [removed: February 24, 2022] [added: July 19, 2023] (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended [removed: March 31, 2022).] [added: June 30, 2023).] | | |

| [removed: [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)] [added: [10.13+](http://www.sec.gov/Archives/edgar/data/1060391/000106039115000010/exhibit1053-amendmentno4to.htm)] | | | | | | Amendment No. 4 to Republic Services, Inc. Deferred Compensation Plan, effective January 1, 2015 (incorporated by reference to Exhibit 10.53 of the Company's Annual Report on Form 10-K for the year ended December 31, 2014). | | |

| [removed: [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)] [added: [10.14+](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)[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)] [added: [10.15+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1015ellingsencathar.htm)] | | | | | | Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective [removed: June] [added: February] 13, [removed: 2016,] [added: 2024,] by and between Catharine D. Ellingsen and Republic Services, Inc. [removed: (incorporated by reference to Exhibit 10.38 of the Company’s Annual Report on Form 10-K dated February 16, 2017).] | | |

| [removed: [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)] [added: [10.16+](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)[0](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10163019.htm)] [added: [10.17+](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000033/rsgex10363019.htm)] | | | | | | Offer Letter, dated April 29, 2019, by and between [removed: Jon Vander Ark] [added: Timothy Stuart] and Republic Services, Inc. (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 June 30, 2019). | | |

| [removed: [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)] [added: [10.19+](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000057/rsgex10163020.htm)] | | | | | | Offer [removed: Letter,] [added: letter,] dated [removed: April] [added: May] 29, [removed: 2019,] [added: 2020,] by and between [removed: Timothy Stuart] [added: Brian DelGhiaccio] and Republic Services, Inc. (incorporated by reference to Exhibit [removed: 10.3] [added: 10.1] of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, [removed: 2019).] [added: 2020).] | | |

| [removed: [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)] [added: [10.21+](http://www.sec.gov/Archives/edgar/data/0001060391/000106039121000023/rsgex101jvaofferletter0326.htm)] | | | | | | [removed: Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective May 1, 2019,] [added: Offer letter, dated March 26, 2021,] by and between [removed: Timothy Stuart] [added: Jon Vander Ark] and Republic Services, Inc. (incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] of the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: June 30, 2019).] [added: March 31, 2021).] | | |

| [removed: [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)] [added: [10.20+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1020delghiacciobria.htm)] | | | | | | Non-Competition, Non-Solicitation, [removed: and] Confidentiality [added: and Arbitration] Agreement, effective [removed: June 1, 2020,] [added: February 13, 2024,] by and between Brian DelGhiaccio and Republic Services, Inc. [removed: (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020).] | | |

| [4.27](https://www.sec.gov/Archives/edgar/data/1060391/000119312523077927/d395685dex41.htm) | | | | | | Thirteenth Supplemental Indenture, dated as of March 28, 2023, between Republic Services, Inc. and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, including the form of 4.875% Notes due 2029 and form of 5.000% Notes due 2034 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated March 23, 2023). | | |

| [10.18+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1018stuarttimothy-r.htm) | | | | | | Non-Competition, Non-Solicitation and Confidentiality Agreement, effective August 20, 2021, by and between Timothy Stuart and Republic Services, Inc. | | |

| [10.30+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1030balesbrian-repu.htm) | | | | | | Non-Competition, Non-Solicitation, Confidentiality, and Arbitration Agreement, effective February 13, 2024, by and between Brian A. Bales and Republic Services, Inc. | | |

| [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). | | |

| [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) | | | | | | 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 January 9, 2015). | | |

| [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 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). | | |

| [10.2](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). | | |

| [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) | | | | | | Republic Services, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.30 of the Company's Annual Report on Form 10-K for the year ended December 31, 2020). | | |

| Date: | | | February [removed: 21, 2023] [added: 28, 2024] | | | | | | REPUBLIC SERVICES, INC. | | | | | | | | |

| /s/ JON VANDER ARK | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ BRIAN DELGHIACCIO | | | | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ BRIAN A. GOEBEL | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ MANUEL KADRE | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ TOMAGO COLLINS | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ MICHAEL A. DUFFY | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ THOMAS W. HANDLEY | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ JENNIFER M. KIRK | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ MICHAEL LARSON | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ JAMES P. SNEE | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ BRIAN S. TYLER | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ SANDRA M. VOLPE | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ KATHARINE B. WEYMOUTH | | | | | | Director | | | | | | February [removed: 21, 2023] [added: 28, 2024] | | |

| /s/ N. THOMAS LINEBARGER | | | | | | Director | | | | | | February 28, 2024 | | |

| N. Thomas Linebarger | | | | | | | | | | | | | | |

| /s/ MEG REYNOLDS | | | | | | Director | | | | | | February 28, 2024 | | |

| Meg Reynolds | | | | | | | | | | | | | | |

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

| | | | | | | | | | | | | | | |

| | | | | | | Director | | | | | | February 21, 2023 | | |

| Kim S. Pegula | | | | | | | | | | | | | | |