Republic Services (RSG) 10-K risk factor changes: FY2024 vs FY2023

- general economic and market conditions, including inflation and changes in fuel, interest rates, [added: international trade restrictions,] labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk;

You should not place undue reliance on any [removed: forward-looking statement.][added: forward-]

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 [added: expectations that permit them to reduce their prices in order to win a contract.]

Our fuel costs were [removed: $541.6] [added: $470] million in [removed: 2023,] [added: 2024,] or [removed: 3.6%] [added: 2.9%] of revenue, compared to [removed: $631.1] [added: $542] million in [removed: 2022,] [added: 2023,] or [removed: 4.7%] [added: 3.6%] 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: $36] [added: $38] million.

In [removed: 2023,] [added: 2024,] approximately 82% of our recycling center volume was [removed: fiber based] [added: fiber-based] and included OCC, ONP and other mixed paper.

At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities change both annual revenue and operating income by approximately [removed: $10] [added: $11] million.

Although we have entered into hedging agreements to help offset volatility in recycled commodity prices in the past, we [added: do not have any such hedging agreements currently, and we] may not enter into these agreements in the future.

For example, we have operations in multiple states that are affected by hurricanes [added: and/or wildfires,] and we have seen the impact of storms and associated flooding [added: or other damage] in our day-to-day operations and [added: to] our infrastructure.

Any of these factors could increase the volume of material collected or processed under our existing contracts (without corresponding compensation), impede our employees' and equipment's ability to operate, [added: result in asset impairment,] disrupt our supply chain, delay the development of landfill capacity, or reduce the volume of material generated by our customers.

In addition, [removed: adverse weather conditions] [added: while we have business continuity plans in place for severe weather, natural disasters and other emergencies, these events] may result in the temporary suspension of our operations, which can significantly affect our operating results in the affected regions during those periods.

In addition, we may have to [added: transport and] dispose collected waste at [removed: landfills] [added: facilities] operated by our competitors or haul the waste long distances at a higher cost to one of our other [removed: landfills,] [added: facilities,] either of which could significantly increase our waste [added: transportation and] disposal costs.

As of December 31, [removed: 2023,] [added: 2024,] approximately [removed: 23%] [added: 22%] of our workforce was covered by collective bargaining agreements.

[removed: If] our [removed: union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of our] operations and an increase in our operating costs, which could have an adverse effect on our consolidated financial condition, results of operations and cash flows.

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 [added: 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.]

For example, the EPA [added: in 2024 listed two PFAS as hazardous substances under CERCLA, and] has indicated it is considering listing [removed: certain] [added: additional] PFAS as hazardous substances under CERCLA, which [removed: if finalized] could trigger additional obligations or liabilities under CERCLA or other laws and regulations.

Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, [removed: carbon dioxide, which also is a greenhouse gas.]

With respect to our light- and heavy-duty vehicle fleet, the EPA has [removed: finalized] [added: issued] regulations limiting greenhouse gas emissions and increasing fuel economy standards.

[removed: As part of the Biden Administration focus on climate change, the] [added: The] EPA has taken further steps to implement these regulations.

As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to [added: $95 per ton on April 1, 2025 and to] $170 per ton by 2030.

We are engaged in [removed: 76] [added: 79] landfill gas-to-energy and other renewable energy projects.

As of December 31, [removed: 2023,] [added: 2024,] we had approximately $13 billion in principal value of debt and finance leases outstanding.

In addition, weakness in the economy may cause other customers, including our large national accounts, or industrial or [added: other] environmental services clients, to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us.

[added: 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.

[removed: Also, the] regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements.

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

Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, [added: international trade restrictions,] consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest rates.

In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components [removed: in order] [added: necessary] to service them, negatively impacts our ability to provide services.

In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, [removed: depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels.]

looking statement.

If our union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of

carbon dioxide, which also is a greenhouse gas.

The EPA and the NHTSA periodically issue additional regulations covering additional model years of vehicles, typically increasing the stringency of the relevant vehicle standards, and those rules are frequently challenged in court.

Additionally, the Canadian federal government proposed draft regulations in June 2024 intended to reduce methane emissions from solid waste landfills, the consultation period for which closed on August 28, 2024.

Also, the

In September 2024, the U.S. Treasury and the IRS proposed regulations regarding the calculation of the Corporate Alternative Minimum Tax (CAMT).

The CAMT was enacted as part of the Inflation Reduction Act of 2022 and generally applies to large corporations with average annual financial statement income exceeding $1 billion.

The proposed regulations include a mathematical formula that would be used to allocate an investor’s distributive share of income and loss from partnership investments, including investments in renewable energy projects through tax equity partnerships accounted for using the Hypothetical Liquidation at Book Value method (HLBV).

As currently proposed, the application of such mathematical formula to our investments accounted for using HLBV, particularly during the early phases of a renewable energy facility’s operation, could result in us incurring substantial taxes under the CAMT.

We believe such a result would be both unintended and inconsistent with the underlying policy of the CAMT.

In response, we have both submitted comments and testified at an IRS hearing to address our concerns.

If our concerns about this mathematical formula are not addressed in a favorable manner and the regulations are adopted as proposed, they could require the payment of significant additional income taxes that could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods.

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels.

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.

The EPA and the NHTSA have finalized such regulations applicable to light-duty vehicles through model year 2025.

In 2018, the EPA and the NHTSA proposed to revise the light-duty vehicle standards for model years 2021 through 2024 to make them less stringent; final action on the proposal took place in 2020 but has been challenged in court.

On August 16, 2016, the EPA and the NHTSA issued additional regulations that would impose more stringent standards for heavy-duty vehicles through model-year 2027.

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

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 consolidated financial condition, results of operations and cash flows.

We sponsor a defined benefit pension plan that is funded with trustee assets invested in a diversified portfolio of debt and equity securities.

Our costs for providing such benefits and related funding requirements are subject to changes in the market value of plan assets.

Our pension expenses and related funding requirements are also subject to various actuarial calculations and assumptions, which may differ materially from actual results due to changing market and economic conditions, interest rates and other factors.

A significant increase in our pension obligations and funding requirements could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.

raise prices.

For further discussion regarding our results of operations for the year ended December 31, [removed: 2022] [added: 2023] as compared to the year ended December 31, [removed: 2021,] [added: 2022,] 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: 2022](http://www.sec.gov/ix?doc=/Archives/edgar/data/1060391/000106039122000007/rsg-20211231.htm).][added: 2023](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001060391/000106039124000142/rsg-20231231.htm).]

[removed: 2024] [added: 2025] Financial Guidance

In [removed: 2024,] [added: 2025,] 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: $16.100] [added: $16.850] billion to [removed: $16.200] [added: $16.950] billion.

The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, [removed: 2024] [added: 2025] compared to the actual adjusted diluted earnings per share for the year ended December 31, [removed: 2023.][added: 2024.]

| | | | (Anticipated) Year Ending December 31, [removed: 2024] [added: 2025] | | | | | | (Actual) Year Ended December 31, [removed: 2023] [added: 2024] | | |

| Diluted earnings per share | | | [removed: $ 5.86 to 5.92] [added: 6.79 - 6.87] | | | | | | $ | [removed: 5.47] [added: 6.49] | |

| Restructuring charges | | | [removed: 0.08] [added: 29] | | | | | | [added: 8 | | | | | | 21 | | | | | | 0.07 | | | | | | 33 | | | | | | 8 | | | | | | 25 | | | | | |] 0.08 | | |

| Gain on business divestitures and impairments, net | | | [added: (1) | | | | | |] — | | | | | | [removed: (0.03)] [added: (4)] | | | [added: | | | — | | | | | | | | | | | | | | |]

| Adjustment to withdrawal liability for multiemployer pension funds | | | — | | | | | | [removed: 0.01] [added: —] | | | [added: | | | 5 | | | | | | — | | | | | | | | | | | | | | |]

| US Ecology, Inc. acquisition integration and deal costs | | | — | | | | | | [added: — | | | | | | — | | | | | | — | | | | | | 34 | | | | | | 9 | | | | | | 25 | | | | | |] 0.08 | | |

| Adjusted diluted earnings per share | | | [removed: $ 5.94 to 6.00] [added: 6.82 - 6.90] | | | | | | $ | [removed: 5.61] [added: 6.46] | |

As of December 31, [removed: 2023,] [added: 2024,] we operated across the United States and Canada through [removed: 364] [added: 367] collection operations, [removed: 246] [added: 248] transfer stations, [removed: 74] [added: 75] recycling centers, [removed: 207] [added: 208] active landfills, [removed: 3] [added: 2] treatment, recovery and disposal facilities, [removed: 22] [added: 23] treatment, storage and disposal facilities (TSDF), [removed: 6] [added: 5] salt water disposal wells, [removed: 12] [added: 14] deep injection wells and 1 polymer center.

We are engaged in [removed: 76] [added: 79] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 126] [added: 125] closed landfills.

Revenue for the year ended December 31, [removed: 2023] [added: 2024] increased by [removed: 10.8%] [added: 7.1%] to [removed: $14,964.5] [added: $16,032] million compared to [removed: $13,511.3] [added: $14,965] million in [removed: 2022.][added: 2023.]

This change in revenue is due to increased [removed: volume of 0.5%,] average yield of [removed: 6.1%,] [added: 5.1%,] acquisitions, net of divestitures of [added: 2.6%, recycling processing]

[removed: 4.8%,] and [added: commodity sales of 0.5%, change in workdays of 0.3% and] environmental solutions revenue of 0.1%, partially offset by decreased [removed: recycling processing and commodity sales] [added: volume] of [removed: 0.5%] [added: 1.1%] and fuel recovery fees of [removed: 0.2%][added: 0.4%.]

The following table summarizes our revenue, costs and expenses for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] (in millions of dollars and as a percentage of revenue):

| Depreciation, amortization and depletion of property and equipment | | | [removed: 1,368.4] [added: 1,517] | | | | | | [removed: 9.1] [added: 9.5] | | | | | | [removed: 1,245.6] [added: 1,368] | | | | | | [removed: 9.2] [added: 9.1] | | | | | | | | | | | | | | |

| Amortization of other intangible assets | | | [removed: 66.3] [added: 79] | | | | | | [removed: 0.4] [added: 0.5] | | | | | | [removed: 53.9] [added: 66] | | | | | | 0.4 | | | | | | | | | | | | | | |

| Amortization of other assets | | | [removed: 66.7] [added: 81] | | | | | | 0.5 | | | | | | [removed: 52.1] [added: 67] | | | | | | [removed: 0.4] [added: 0.5] | | | | | | | | | | | | | | |

| Accretion | | | [removed: 97.9] [added: 107] | | | | | | 0.7 | | | | | | [removed: 89.6] [added: 98] | | | | | | 0.7 | | | | | | | | | | | | | | |

| Selling, general and administrative | | | [removed: 1,608.7] [added: 1,674] | | | | | | [removed: 10.8] [added: 10.4] | | | | | | [removed: 1,454.3] [added: 1,609] | | | | | | 10.8 | | | | | | | | | | | | | | |

| Adjustment to withdrawal liability for multiemployer pension funds | | | [removed: 4.5 | | | | | |] — | | | | | | [removed: (1.6) | | | | | | — | | | | | | | | | | | |] [added: (0.02)] | | |

| Gain on business divestitures and impairments, net | | | [removed: (3.6) | | | | | |] — | | | | | | [removed: (6.3) | | | | | | — | | | | | | | | | | | |] [added: (0.07)] | | |

| Restructuring charges | | | [removed: 33.2] [added: 29] | | | | | | 0.2 | | | | | | [removed: 27.0] [added: 33] | | | | | | 0.2 | | | | | | | | | | | | | | |

Our pre-tax income was [removed: $2,191.5] [added: $2,432] million for the year ended December 31, [removed: 2023,] [added: 2024,] compared to [removed: $1,831.5] [added: $2,191] million in [removed: 2022.][added: 2023.]

Our net income attributable to Republic Services, Inc. was [removed: $1,731.0] [added: $2,043] million, or [removed: $5.47] [added: $6.49] per diluted share, for [removed: 2023,] [added: 2024,] compared to [removed: $1,487.6] [added: $1,731] million, or [removed: $4.69] [added: $5.47] per diluted share, for [removed: 2022.][added: 2023.]

During [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| | | | Year Ended December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| | | | Pre-tax Income | | | | | | Tax [removed: Impact(3)] [added: Impact(1)] | | | | | | Net Income - Republic | | | | | | Diluted Earnings per Share | | | | | | Pre-tax Income | | | | | | Tax [removed: Impact(3)] [added: Impact(1)] | | | | | | Net Income - Republic | | | | | | Diluted Earnings per Share | | |

| Loss on extinguishment of debt and other related costs [removed: (1)] | | | [removed: 0.2 | | | | | |] — | | | | | | [removed: 0.2 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | —] [added: (0.01)] | | |

| US Ecology, Inc. acquisition integration and deal costs | | | [removed: 33.5 | | | | | | 8.7 | | | | | | 24.8 | | | | | | 0.08 | | | | | | 77.3] [added: —] | | | | | | [removed: 17.0] [added: —] | | | | | | [removed: 60.3] [added: 34] | | | | | | [removed: 0.19] [added: 0.2] | | |

[removed: (3)] [added: (1)] The income tax effect related to our adjustments includes both current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.

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

[removed: Our definitions of] adjusted [removed: pre-tax income, adjusted tax impact, adjusted] net income – Republic, and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

*Restructuring charges.* In [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we incurred restructuring charges of [removed: $33.2] [added: $29] million and [removed: $27.0] [added: $33] million, respectively.

Of the 2023 charges, [removed: $9.5] [added: $9] million related to the early termination of certain leases and [removed: $23.7] [added: $24] million related to the redesign of our asset management, and customer and order management software systems.

We expect growth from average yield on total revenue to be approximately 4% and related revenue to be approximately 5%.

We expect the impact from volume on total revenue to be in a range of (0.25%) to 0.25%.

| Restructuring charges | | | 0.03 | | | | | | 0.07 | | |

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 16,032 | | | | | 100.0 | | % | | | | $ | 14,965 | | | | | 100.0 | | % | | | | | | | | | | | | |

| Cost of operations | | | 9,350 | | | | | | 58.3 | | | | | | 8,943 | | | | | | 59.8 | | | | | | | | | | | | | | |

| Operating income | | | $ | 3,196 | | | | | 19.9 | | % | | | | $ | 2,780 | | | | | 18.5 | | % | | | | | | | | | | | | |

| As reported | | | $ | 2,432 | | | | | $ | 389 | | | | | $ | 2,043 | | | | | $ | 6.49 | | | | | $ | 2,191 | | | | | $ | 460 | | | | | $ | 1,731 | | | | | $ | 5.47 | |

| Gain on extinguishment of debt and other related costs, net | | | (6) | | | | | | (2) | | | | | | (4) | | | | | | (0.01) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Gain on certain divestitures and impairments, net | | | (30) | | | | | | (8) | | | | | | (22) | | | | | | (0.07) | | | | | | (4) | | | | | | 5 | | | | | | (9) | | | | | | (0.03) | | |

| Settlements and withdrawals on pension plans | | | (8) | | | | | | (2) | | | | | | (6) | | | | | | (0.02) | | | | | | 5 | | | | | | 2 | | | | | | 3 | | | | | | 0.01 | | |

| Total adjustments | | | (15) | | | | | | (4) | | | | | | (11) | | | | | | (0.03) | | | | | | 68 | | | | | | 24 | | | | | | 44 | | | | | | 0.14 | | |

| As adjusted | | | $ | 2,417 | | | | | $ | 385 | | | | | $ | 2,032 | | | | | $ | 6.46 | | | | | $ | 2,259 | | | | | $ | 484 | | | | | $ | 1,775 | | | | | $ | 5.61 | |

Our definitions of adjusted pre-tax income, adjusted tax impact,

In 2025, we expect to incur restructuring charges of approximately $15 million, primarily related to the design and implementation of a new accounts receivable system.

During 2024, we recognized a loss of $2 million due to the amendment and restatement of the Credit Facility.

Additionally, we recorded a net gain of $8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility.

The gain was recognized as a reduction of interest expense.

*Gain on certain divestitures and impairments, net.* During 2024, we recorded a net gain on certain divestitures and impairments of $30 million, of which $29 million was due to a gain on the sale of a transfer station facility and $1 million related to a gain on business divestitures and impairments.

*Settlements and withdrawals on pension plans.* During 2024, we recognized a settlement of our defined benefit pension plan.

The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of benefit obligations to a third-party insurance company under a group annuity contract.

As a result of the settlements, we recognized a non-cash gain of $8 million related to the accelerated recognition of the proportional share of unamortized net actuarial gains in accumulated other comprehensive loss.

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

| Residential | | | $ | 2,939 | | | | | 18.3 | | % | | | | $ | 2,823 | | | | | 18.9 | | % |

| Small-container | | | 4,820 | | | | | | 30.1 | | | | | | 4,439 | | | | | | 29.7 | | |

| Large-container | | | 3,024 | | | | | | 18.9 | | | | | | 2,922 | | | | | | 19.5 | | |

| Total collection | | | 10,855 | | | | | | 67.7 | | | | | | 10,253 | | | | | | 68.5 | | |

| Transfer | | | 1,780 | | | | | | | | | | | | 1,699 | | | | | | | | |

| Less: intercompany | | | (975) | | | | | | | | | | | | (933) | | | | | | | | |

| Transfer, net | | | 805 | | | | | | 5.0 | | | | | | 766 | | | | | | 5.1 | | |

| Landfill | | | 2,981 | | | | | | | | | | | | 2,885 | | | | | | | | |

| Less: intercompany | | | (1,240) | | | | | | | | | | | | (1,206) | | | | | | | | |

| Landfill, net | | | 1,741 | | | | | | 10.9 | | | | | | 1,679 | | | | | | 11.2 | | |

| Environmental solutions | | | 1,907 | | | | | | | | | | | | 1,701 | | | | | | | | |

| Total other | | | 788 | | | | | | 4.9 | | | | | | 642 | | | | | | 4.3 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

- Volume decreased revenue by 1.1% during 2024 as compared to 2023 primarily driven by a decrease in volume in our large container collection line of business, primarily driven by a slowing in construction-related activity.

Additionally, we experienced declines in our residential, small-container and transfer lines of business primarily attributable to certain municipal contract losses and broker-related business.

- Revenue increased by 0.3% due to the impact of the number of workdays during 2024 as compared to 2023, which drove an increase in volume across all lines of business.

We expect an increase in average yield of approximately 5.5% to 6.0% and volume growth to be in a range of 0.0% to 0.5%.

Average yield on related business revenue is expected to be in a range of 6.5% to 7.0%.

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

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

| Revenue | | | $ | 14,964.5 | | | | | 100.0 | | % | | | | $ | 13,511.3 | | | | | 100.0 | | % | | | | | | | | | | | | |

| Cost of operations | | | 8,942.2 | | | | | | 59.8 | | | | | | 8,205.0 | | | | | | 60.7 | | | | | | | | | | | | | | |

| Operating income | | | $ | 2,780.2 | | | | | 18.5 | | % | | | | $ | 2,391.7 | | | | | 17.6 | | % | | | | | | | | | | | | |

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

| Restructuring charges | | | 33.2 | | | | | | 8.7 | | | | | | 24.5 | | | | | | 0.08 | | | | | | 27.0 | | | | | | 7.1 | | | | | | 19.9 | | | | | | 0.06 | | |

| Gain on business divestitures and impairments, net | | | (3.6) | | | | | | 5.1 | | | | | | (8.7) | | | | | | (0.03) | | | | | | (6.3) | | | | | | (2.5) | | | | | | (3.8) | | | | | | (0.01) | | |

| Adjustment to withdrawal liability for multiemployer pension funds (2) | | | 4.5 | | | | | | 1.2 | | | | | | 3.3 | | | | | | 0.01 | | | | | | (1.6) | | | | | | (0.4) | | | | | | (1.2) | | | | | | — | | |

| Total adjustments | | | 67.8 | | | | | | 23.7 | | | | | | 44.1 | | | | | | 0.14 | | | | | | 96.4 | | | | | | 21.2 | | | | | | 75.2 | | | | | | 0.24 | | |

| 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.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the year ended December 31, 2022.

reasonably be expected to be recorded in future periods.

The 2022 charges primarily related to the redesign of our general ledger, budgeting and procurement enterprise resource planning systems, which was completed with the systems being placed into production in 2022.

Substantially all of these restructuring charges will be recorded in our corporate entities and other segment.

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

During 2022, we recorded a net gain of $6.3 million related to business divestitures and asset impairments.

As we obtain updated information regarding multiemployer pension funds, the factors used in deriving our estimated withdrawal liabilities will be subject to change, which may adversely impact our reserves for withdrawal costs.

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

| Residential | | | $ | 2,822.7 | | | | | 18.9 | | % | | | | $ | 2,642.6 | | | | | 19.5 | | % |

| Small-container | | | 4,438.4 | | | | | | 29.7 | | | | | | 3,945.7 | | | | | | 29.2 | | |

| Large-container | | | 2,922.4 | | | | | | 19.5 | | | | | | 2,701.1 | | | | | | 20.0 | | |

| Total collection | | | 10,252.9 | | | | | | 68.5 | | | | | | 9,343.3 | | | | | | 69.1 | | |

| Transfer | | | 1,699.1 | | | | | | | | | | | | 1,574.5 | | | | | | | | |

| Transfer, net | | | 765.4 | | | | | | 5.1 | | | | | | 724.7 | | | | | | 5.4 | | |

| Landfill | | | 2,885.4 | | | | | | | | | | | | 2,681.7 | | | | | | | | |

| Less: intercompany | | | (1,206.0) | | | | | | | | | | | | (1,131.9) | | | | | | | | |

| Landfill, net | | | 1,679.4 | | | | | | 11.2 | | | | | | 1,549.8 | | | | | | 11.5 | | |

| Less: intercompany | | | (76.5) | | | | | | | | | | | | (53.9) | | | | | | | | |

| Total other | | | 641.9 | | | | | | 4.3 | | | | | | 685.3 | | | | | | 5.1 | | |

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

| Environmental solutions | | | 0.1 | | | | | | 0.5 | | |

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

- Volume increased revenue by 0.5% during 2023 as compared to 2022 primarily due to volume growth in our landfill and our small container collection lines of business, partially offset by a decrease in volume in our large container and residential collections lines of business and our transfer line of business.

The volume increase in our landfill line of business is primarily attributable to increased special waste and solid waste volumes, partially offset by a decrease in volume in our construction and demolition line of business.

- 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.

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2026] [added: 2027] | | | | | | [removed: 2027] [added: 2028] | | | | | | [removed: 2028] [added: 2029] | | | | | | Thereafter | | | | | | Total | | | | | | Fair Value as of December 31, [removed: 2023] [added: 2024] | | |

The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling [removed: $129.7] [added: $127] 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: $20] [added: $22] million.

As of December 31, [removed: 2023,] [added: 2024,] 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: $36] [added: $38] million per year.

An increase in the price of petrochemicals could increase the cost of those products, [removed: which would increase our operating and capital costs.]

Our fuel costs were [removed: $541.6] [added: $470] million during [removed: 2023,] [added: 2024,] or [removed: 3.6%] [added: 3%] of revenue, compared to [removed: $631.1] [added: $542] million, or [removed: 4.7%] [added: 4%] of revenue, during [removed: 2022.][added: 2023.]

As of December 31, [removed: 2023,] [added: 2024,] we had no recycling commodity hedges in place.

At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities would change both annual revenue and operating income by approximately [removed: $10] [added: $11] million.

Revenue from recycling processing and commodity sales during the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was [removed: $312.3] [added: $409] million and [removed: $359.1] [added: $312] million, respectively.

| Amount outstanding (in millions) | | | $ | 863 | | | | | $ | 512 | | | | | $ | 663 | | | | | $ | 814 | | | | | $ | 1,163 | | | | | $ | 6,666 | | | | | $ | 10,681 | | | | | $ | 10,029 | |

| Amount outstanding (in millions) | | | $ | — | | | | | $ | 82 | | | | | $ | — | | | | | $ | 30 | | | | | $ | 1,016 | | | | | $ | 1,032 | | | | | $ | 2,160 | | | | | $ | 2,152 | |

As of December 31, 2024, we had $2,160 million of principal floating rate debt.

which would increase our operating and capital costs.

| 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.

We operate across the United States and Canada through [removed: 364] [added: 367] collection operations, [removed: 246] [added: 248] transfer stations, [removed: 74] [added: 75] recycling centers, [removed: 207] [added: 208] active landfills, [removed: 3] [added: 2] treatment, recovery and disposal facilities, [removed: 22] [added: 23] treatment, storage and disposal facilities (TSDF), [removed: 6] [added: 5] salt water disposal wells, [removed: 12] [added: 14] deep injection wells, and 1 polymer center.

We are engaged in [removed: 76] [added: 79] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 126] [added: 125] closed landfills.

We believe the total addressable North American environmental services market in which we operate generates approximately [removed: $114] [added: $165] billion of annual revenue, which includes the [removed: $83] [added: $105] billion United States and Canada recycling and waste [removed: industry and $31] [added: industry, $35] billion of the broader environmental solutions [removed: industry.][added: industry, and $25 billion in sustainability innovation (described below) and emerging waste and recycling technologies.]

Environmental solutions remains [removed: fragmented] [added: fragmented,] which provides consolidation opportunities to drive scale.

We believe we [removed: will be able to] [added: can] further expand our addressable market into other segments of the environmental services industry over time by leveraging our differentiated capabilities, including (1) customer zeal, (2) digital and (3) sustainability.

We operate throughout North America, but the physical collection and recycling or disposal of material is very much a local [removed: business] [added: business,] and the dynamics and opportunities differ in each of the markets we serve.

By obtaining such long-term agreements, we can grow our contracted revenue base at a rate consistent with the underlying economic growth in [removed: these markets.]

In [removed: 2023,] [added: 2024,] we [removed: completed construction] [added: commenced operations] at our first Polymer Center in Las [removed: Vegas, Nevada.][added: Vegas and completed construction of our second Polymer Center in Indianapolis.]

[removed: The] [added: Our] Polymer [removed: Center is] [added: Centers are part of] 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.

[removed: The] [added: Our] Polymer [removed: Center] [added: Centers] will enable us to produce food-grade drop-in substitutes for virgin plastics, while allowing us to expand recycling of plastics across North America.

Where appropriate, we seek to obtain permits to build [added: recycling centers,] transfer stations, [removed: recycling centers] [added: TSDFs, deep well injection facilities,] and landfills that would vertically integrate our waste services or expand the service areas for our existing disposal sites.

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

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

We have a dedicated team of safety professionals at our corporate headquarters and in our field operations, led by our Vice President of [added: Environmental Health and] Safety who reports directly to our Chief Operating Officer.

Over the past 10 years, our safety performance (based on OSHA recordable rates) has been [removed: 33%] [added: 24%] better than the industry average.

Republic drivers have won [removed: 70%] [added: 69%] of the Driver of the Year awards issued for the large truck category since 2009.

[removed: 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.

Based on an industry trade publication, we operate the [removed: fifth] [added: third] largest vocational fleet in the United States.

As of December 31, [removed: 2023,] [added: 2024,] our average fleet age [added: for recycling and waste collection vehicles] in years, by line of business, was as follows:

| Total | | | | | | [removed: 17,200] [added: 17,600] | | | | | | 7.9 | | |

Our approximately [removed: 41,000] [added: 42,000] full-time employees are a critical component in successfully executing our [added: strategy and running our operations.]

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

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), [removed: UNIDOS and] [added: UNIDOS,] the Black Employee [removed: Network.][added: Network and PRISM in support of the LGBTQ+ community.]

Our employee engagement score was 86 in [removed: 2023,] [added: 2024,] which is above a national benchmark by seven points.

Approximately 99% of our employees participated in the engagement survey process in [removed: October 2023,] [added: March and September 2024,] which represented an all-time high participation rate and is 24% higher than the national benchmark.

With a goal of reaching all leaders through this program, approximately [removed: 1,000] [added: 1,226] leaders completed this training in [removed: 2023,] [added: 2024,] with approximately [removed: 1,000] [added: 1,600] more slated to participate in [removed: 2024.][added: 2025.]

Our rotational training and development programs, including our General Manager Acceleration Program (GMAP) and [removed: Leadership Trainee] [added: Operations Manager Acceleration] Program, help us attract, develop and advance a diverse and talented pool of individuals from across our organization.

Since the beginning of these programs in 2017, [removed: 84] [added: 109] leaders have graduated into leadership positions.

Additionally, our MBA intern program, with [removed: 35] [added: 51] participants since 2019, introduces strong talent to the organization and is a path of opportunity into the GMAP program.

Our focus on wellness also provides our employees with [added: a competitive paid time off plan,] access to preventative care, advice on financial planning and support for mental health, contributing to our efforts to provide a total rewards package that improves and enhances the lives of our [removed: employees][added: employees.]

We have made progress on this front, [removed: primarily through acquisitions,] including [added: through] the [added: expansion of our environmental solutions segment supported by the] acquisition of US [removed: Ecology in May 2022.][added: Ecology, along with subsequent acquisitions.]

[removed: US Ecology is a leading provider] [added: Our acquisitions] of [added: leading] environmental [removed: solutions, offering] [added: solutions providers enable us to offer a complete set of products and services, including] treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.

For services that we [removed: don’t] [added: do not] provide, we fulfill demand through our alliance partnerships while maintaining the customer facing relationship.

We believe investments in our digital platforms [added: support improved processes for our employees that lead to enhanced employee engagement and] enable our customers to do business with us through more channels and with better access to information, ultimately driving increased customer loyalty.

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

With the roll-out of this technology we [removed: are improving] [added: have improved] productivity through more real-time routing information and data visualization tools, increasing customer connectivity and enabling automated service verification communications and enhancing the employee experience by providing better tools and technology designed around employee interaction.

We [removed: are also in the early stages of deploying] [added: have installed] advanced technology on recycling and waste collection [removed: routes] [added: vehicles] that utilizes cameras to identify recycling contamination and overfilled containers.

The goal of our differentiating sustainability capabilities is to provide our customers with [added: fully integrated] sustainable solutions that support a cleaner, safer and healthier world.

[removed: Our] [added: *Our] 2030 Sustainability [removed: Goals][added: Goals*]

- *Science Based Target:* Reduce absolute Scope 1 and 2 greenhouse gas emissions 35% by 2030(2), approved by SBTi(3), with an interim goal of achieving a 10% reduction by [removed: 2025][added: 2025(4)]

We believe customer demand for products and services that respond to evolving environmental trends, including decarbonization and circularity, should support above average growth rates and attractive returns in our sustainability innovation businesses.

these markets.

In 2024, we commenced operation at our first Polymer Center in Las Vegas, Nevada, and completed construction at our Polymer Center in Indianapolis, Indiana.

Blue Polymers production facilities are currently being constructed in Indianapolis, Indiana, and Buckeye, Arizona.

*External Growth - Acquisitions and Public-Private Partnerships*

We also work with

As of December 31, 2024, we operated 52 electric collection vehicles and had 22 commercial scale electric charging facilities.

| Residential | | | | | | 7,300 | | | | | | 7.7 | | |

| Small-container | | | | | | 5,500 | | | | | | 7.2 | | |

| Large-container | | | | | | 4,800 | | | | | | 9.0 | | |

We review key

In May 2024, we launched a new BRG called AAPI in support of the Asian American and Pacific Islander community.

We have had 267 participants in the course since its inception.

We are in the early stages of deploying our “MPower” enterprise asset management system to digitally connect our maintenance team to our collection fleet of vehicles.

This technology is designed to streamline our fleet maintenance record keeping and parts management processes and allow improved technician efficiency and enhanced warranty recovery across our fleet.

We expect the deployment of this technology to be complete in late 2025.

(4) Interim target achieved early, in fiscal year 2023.

This increase represented the 21st consecutive year of a dividend increase.

Mr. Vander Ark serves on the Board of Directors of Lennox International Inc.

In this role, Ms. Hodges leads the Company’s sales organization and customer service team to drive profitable growth and customer loyalty.

Prior to her current role, Ms. Hodges served as Executive Vice President, Chief Marketing Officer from November 2020 to August 2024.

*Julia Arambula* was named Senior Vice President, Operations, Environmental Solutions in August 2024.

Ms. Arambula joined the company in 2002 and has held a variety of roles of increasing responsibility.

In her current role, Ms. Arambula is responsible for maximizing field performance, ensuring superior service delivery, executing the operating plan, and achieving financial and operational results for Group 3, our environmental solutions business.

Prior to her current role, Ms. Arambula was Senior Vice President, Operations over Group 2 from November 2021 to August 2024.

Prior to that, Ms. Arambula served as Senior Vice President, Operations Support from March 2020 to November 2021, where she led the operations support function for the Company, including collections, post collections, recycling operations, fleet & asset management and engineering & environmental compliance.

Ms. Arambula held the position of Vice President, Financial Planning and Analysis from March 2015 to March 2020, and prior to that held a variety of finance and accounting roles of increasing responsibility.

Prior to Republic, Ms. Arambula was a senior auditor with Arthur Anderson.

*Larson Richardson* was named Senior Vice President, Operations in December 2023.

In his current role, Mr. Richardson is responsible for maximizing field performance, ensuring superior service delivery, executing the operating plan, and achieving financial and operational results for Group 1, which covers recycling and waste field operations in the western portion of the United States and Canada.

Prior to his current role, Mr. Richardson was Area President over the Company’s Heartland Area from June 2019 to December 2023, where he was responsible for leading the execution of the operating plan and results for the recycling and waste operations within the Heartland.

Prior to that, Mr. Richardson was Area Vice President for the Southeast Area from September 2017 to June 2019, and held the position of Senior Manager Municipal Sales from June 2015 to September 2017.

Mr. Richardson started with Republic as a General Manager in the Southeast Area, a position he held from May 2012 to June 2015.

Prior to Republic, Mr. Richardson was an Area General Manager at Waste Industries USA.

communities, we are proactive in anticipating customers’ needs and adjusting to changes in our markets.

We plan to commence operations at the Indianapolis Polymer Center during 2025 and anticipate opening two additional Polymer Centers in the coming years.

These risks may increase with the physical impacts of climate change.

adverse effect on us.

facilities and sites where hazardous substances have been or are threatened to be released into the environment.

The EPA and the NHTSA have developed fuel economy

*External Growth*

For instance, during the second quarter of 2022, we acquired US Ecology, Inc. (US Ecology), a leading provider of environmental solutions, offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste.

We’re also

*Compressed Natural Gas (CNG) Vehicles*

Approximately 20% of our recycling and waste collection fleet operates on CNG and approximately 13% of our replacement recycling and waste vehicle purchases during 2023 were CNG vehicles.

We believe using CNG vehicles provides us with a competitive advantage in communities with strict clean emission initiatives that focus on protecting the environment.

Although upfront capital costs are higher, using CNG vehicles reduces our overall fleet operating costs through lower fuel expenses.

As of December 31, 2023, we operated 45 CNG fueling stations.

| Residential | | | | | | 7,200 | | | | | | 7.6 | | |

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

| Large-container | | | | | | 4,700 | | | | | | 9.2 | | |

strategy and running our operations.

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

We are utilizing an agile iterative approach to the development and multi-year roll-out of this technology to ensure durable adoption and an appropriate return on our investment.

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

operational results across the Company.

Ms. Ellingsen serves on the Board of Directors of Daseke, Inc.

In this role, Ms. Hodges oversees marketing, communications, product development, customer engagement and revenue management for the Company.

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.

For light-duty vehicles, in May 2010 the EPA and the NHTSA finalized fuel economy standards for model years 2012 through 2016.

In October 2011, the EPA and the NHTSA initiated a second round of rulemaking for light-duty vehicles for model years 2017 through 2025.

In 2018, the EPA and the NHTSA proposed to revise the light-duty vehicle standards for model years 2021 through 2024 to make them less stringent; final action on the proposal occurred in 2020 but has been challenged in court.

In 2021, the EPA issued a rule further setting the standards for model years 2023 to 2026, making them more stringent; that rule has also been challenged in court.

In August 2011, the EPA and the NHTSA finalized standards for heavy-duty trucks, including solid waste collection vehicles and tractor trailers, for model years 2014 through 2018.

In August 2016, the EPA and the NHTSA jointly issued additional regulations that would impose more stringent standards for heavy-duty vehicles through model-year 2027.

In August 2021, the EPA announced its intent to move forward with a Clean Trucks Plan, which would involve setting emissions standards for model years 2027 and beyond; the EPA released a proposed rule on March 28, 2022 and issued a final rule on December 20, 2022.

In 2023, NHTSA released proposed rules for 2027-2032 light-duty vehicles and 2030-2035 heavy-duty pickups and vans, and EPA released a proposed rule for 2027-2032 light and medium duty vehicles.

lead-acid batteries, electronic wastes and household appliances, have been adopted in several states and are being considered in others.

registered under the laws of the United States and manned by predominantly United States Citizen crews.

we electronically submit them to the SEC.

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: $485.4] [added: $447] million at December 31, [removed: 2023] [added: 2024] 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: $18] [added: $13] million relating to our outstanding legal proceedings as of December 31, [removed: 2023.][added: 2024.]

If we had used the high ends of such ranges, our aggregate potential liability would be approximately [removed: $11] [added: $6] million higher than the amount recorded as of December 31, [removed: 2023.][added: 2024.]

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

For the fiscal year ended December 31, [removed: 2023][added: 2024]

As of June 30, [removed: 2023,] [added: 2024,] the aggregate market value of the shares of the Common Stock held by non-affiliates of the registrant was [removed: $48.4] [added: $61.0] billion.

As of February [removed: 13, 2024,] [added: 6, 2025,] the registrant had outstanding [removed: 314,610,579] [added: 312,284,953] shares of Common Stock (excluding treasury shares of [removed: 6,156,951).][added: 907,491).]

Portions of the Registrant’s Proxy Statement relative to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders are incorporated by reference in Part III hereof.

| Item 1B. | | | [Unresolved Staff Comments](#ia741dac77d4a44c98e59804b33ecc307_19) | | | [removed: [30](#ia741dac77d4a44c98e59804b33ecc307_19)] [added: [31](#ia741dac77d4a44c98e59804b33ecc307_19)] | | |

| Item 1C. | | | Cybersecurity | | | [removed: [30](#ia741dac77d4a44c98e59804b33ecc307_2093)] [added: [31](#ia741dac77d4a44c98e59804b33ecc307_2093)] | | |

| Item 2. | | | [Properties](#ia741dac77d4a44c98e59804b33ecc307_22) | | | [removed: [31](#ia741dac77d4a44c98e59804b33ecc307_22)] [added: [32](#ia741dac77d4a44c98e59804b33ecc307_22)] | | |

| Item 4. | | | [Mine Safety Disclosures](#ia741dac77d4a44c98e59804b33ecc307_28) | | | [removed: [32](#ia741dac77d4a44c98e59804b33ecc307_28)] [added: [33](#ia741dac77d4a44c98e59804b33ecc307_28)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ia741dac77d4a44c98e59804b33ecc307_34) | | | [removed: [33](#ia741dac77d4a44c98e59804b33ecc307_34)] [added: [34](#ia741dac77d4a44c98e59804b33ecc307_34)] | | |

| Item 6. | | | \[Reserved\] | | | [removed: [34](#ia741dac77d4a44c98e59804b33ecc307_37)] [added: [35](#ia741dac77d4a44c98e59804b33ecc307_37)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ia741dac77d4a44c98e59804b33ecc307_43) | | | [removed: [35](#ia741dac77d4a44c98e59804b33ecc307_43)] [added: [36](#ia741dac77d4a44c98e59804b33ecc307_43)] | | |

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

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

| Item 9. | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ia741dac77d4a44c98e59804b33ecc307_178) | | | [removed: [118](#ia741dac77d4a44c98e59804b33ecc307_178)] [added: [110](#ia741dac77d4a44c98e59804b33ecc307_178)] | | |

| Item 9A. | | | [Controls and Procedures](#ia741dac77d4a44c98e59804b33ecc307_181) | | | [removed: [118](#ia741dac77d4a44c98e59804b33ecc307_181)] [added: [110](#ia741dac77d4a44c98e59804b33ecc307_181)] | | |

| Item 9B. | | | [Other Information](#ia741dac77d4a44c98e59804b33ecc307_184) | | | [removed: [119](#ia741dac77d4a44c98e59804b33ecc307_184)] [added: [111](#ia741dac77d4a44c98e59804b33ecc307_184)] | | |

| Item 9C. | | | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | | [removed: [119](#ia741dac77d4a44c98e59804b33ecc307_1099511629844)] [added: [111](#ia741dac77d4a44c98e59804b33ecc307_1099511629844)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate Governance](#ia741dac77d4a44c98e59804b33ecc307_190) | | | [removed: [120](#ia741dac77d4a44c98e59804b33ecc307_190)] [added: [112](#ia741dac77d4a44c98e59804b33ecc307_190)] | | |

| Item 11. | | | [Executive Compensation](#ia741dac77d4a44c98e59804b33ecc307_193) | | | [removed: [120](#ia741dac77d4a44c98e59804b33ecc307_193)] [added: [112](#ia741dac77d4a44c98e59804b33ecc307_193)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ia741dac77d4a44c98e59804b33ecc307_196) | | | [removed: [120](#ia741dac77d4a44c98e59804b33ecc307_196)] [added: [112](#ia741dac77d4a44c98e59804b33ecc307_196)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions](#ia741dac77d4a44c98e59804b33ecc307_199) [and Director Independence](#ia741dac77d4a44c98e59804b33ecc307_199) | | | [removed: [120](#ia741dac77d4a44c98e59804b33ecc307_199)] [added: [112](#ia741dac77d4a44c98e59804b33ecc307_199)] | | |

| Item 14. | | | [Principal Accountant Fees and Services](#ia741dac77d4a44c98e59804b33ecc307_202) | | | [removed: [120](#ia741dac77d4a44c98e59804b33ecc307_202)] [added: [112](#ia741dac77d4a44c98e59804b33ecc307_202)] | | |

| Item 15. | | | [Exhibits and Financial Statement Schedules](#ia741dac77d4a44c98e59804b33ecc307_208) | | | [removed: [121](#ia741dac77d4a44c98e59804b33ecc307_208)] [added: [113](#ia741dac77d4a44c98e59804b33ecc307_208)] | | |

| Item 16. | | | Form 10-K Summary | | | [removed: [125](#ia741dac77d4a44c98e59804b33ecc307_211)] [added: [117](#ia741dac77d4a44c98e59804b33ecc307_211)] | | |

| | | | [Signatures](#ia741dac77d4a44c98e59804b33ecc307_214) | | | [removed: [126](#ia741dac77d4a44c98e59804b33ecc307_214)] [added: [118](#ia741dac77d4a44c98e59804b33ecc307_214)] | | |

For control maturity, our cybersecurity program is aligned to the National Institute of Standards and Technology [removed: (NIST)] Cybersecurity Framework [removed: (CSF)] [added: (NIST 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.

As of December 31, [removed: 2023,] [added: 2024,] we operated across the United States and Canada through [removed: 364] [added: 367] collection operations, [removed: 246] [added: 248] transfer stations, [removed: 74] [added: 75] recycling centers, [removed: 207] [added: 208] active landfills, [removed: 3] [added: 2] treatment, recovery and disposal facilities, [removed: 22 treatment, storage and disposal facilities (TSDF), 6] [added: 23 TSDFs, 5] salt water disposal [removed: wells and 12] [added: wells, 14] deep injection [removed: wells.][added: wells and 1 polymer center.]

In the aggregate, our active solid waste landfills total [removed: 118,010] [added: 118,938] acres, including [removed: 40,659] [added: 41,158] permitted acres.

We are engaged in [removed: 76] [added: 79] landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for [removed: 126] [added: 125] closed landfills.

[Table of Contents](#ia741dac77d4a44c98e59804b33ecc307_7)

There were [removed: 490] [added: 460] holders of record of our common stock at February [removed: 13, 2024,] [added: 6, 2025,] which does not include beneficial owners for whom Cede & Co. or others act as nominees.

In January [removed: 2024,] [added: 2025,] our Board of Directors declared a regular quarterly dividend of [removed: $0.535] [added: $0.580] per share for shareholders of record on January 2, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2023,] [added: 2024,] 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: 2023:][added: 2024:]

(a)In October [removed: 2020,] [added: 2023,] our Board of Directors approved a [removed: $2.0] [added: $3] billion share repurchase authorization effective starting January 1, [removed: 2021] [added: 2024] and extending through December 31, [removed: 2023.][added: 2026.]

As of December 31, [removed: 2023,] [added: 2024,] there were [removed: no] [added: less than 1 million] repurchased shares pending settlement.

(b)The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October [removed: 2020] [added: 2023] authorization.

There were no sales of unregistered securities during the three months ended December 31, [removed: 2023.][added: 2024.]

The graph covers the period from December 31, [removed: 2018] [added: 2019] to December 31, [removed: 2023] [added: 2024] and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, [removed: 2018] [added: 2019] and that all dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| October 1 – 31 | | | 213,887 | | | | | | $ | 199.63 | | | | | 213,887 | | | | | | $ | 2,636,641,614 | |

| November 1 – 30 | | | 175,021 | | | | | | $ | 199.14 | | | | | 175,021 | | | | | | $ | 2,601,787,584 | |

| December 1 – 31 | | | 400,000 | | | | | | $ | 203.41 | | | | | 400,000 | | | | | | $ | 2,520,421,874 | |

| | | | 788,908 | | | | | | | | | | | | 788,908 | | | | | | | | |

(d)Excludes a 1% excise tax imposed by the Inflation Reduction Act.

| Republic Services, Inc. | | | $ | 100 | | | | | $ | 110 | | | | | $ | 161 | | | | | $ | 151 | | | | | $ | 196 | | | | | $ | 241 | |

| S&P 500 Index | | | $ | 100 | | | | | $ | 118 | | | | | $ | 152 | | | | | $ | 125 | | | | | $ | 158 | | | | | $ | 197 | |

| DJ W&DS Index | | | $ | 100 | | | | | $ | 107 | | | | | $ | 149 | | | | | $ | 141 | | | | | $ | 166 | | | | | $ | 198 | |

| 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 | |

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

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

| Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [67](#ia741dac77d4a44c98e59804b33ecc307_91)] [added: [65](#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: 2023] [added: 2024] | | | [removed: [68](#ia741dac77d4a44c98e59804b33ecc307_94)] [added: [66](#ia741dac77d4a44c98e59804b33ecc307_94)] | | |

| Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [69](#ia741dac77d4a44c98e59804b33ecc307_97)] [added: [67](#ia741dac77d4a44c98e59804b33ecc307_97)] | | |

| Consolidated Statements of Stockholders' Equity for Each of the Three Years in the Period Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [70](#ia741dac77d4a44c98e59804b33ecc307_100)] [added: [68](#ia741dac77d4a44c98e59804b33ecc307_100)] | | |

| Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, [removed: 2023] [added: 2024] | | | [removed: [71](#ia741dac77d4a44c98e59804b33ecc307_106)] [added: [69](#ia741dac77d4a44c98e59804b33ecc307_106)] | | |

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

We have audited the accompanying consolidated balance sheets of Republic Services, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 28, 2024,] [added: 13, 2025] expressed an unqualified opinion thereon.

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, [removed: subjective,] [added: subjective] or complex judgments.

| | | | | | | Landfill Development Asset [removed: Amortization] [added: Depletion] | | |

| | | | | | | To test the landfill development asset [removed: amortization] [added: depletion] expense, our audit procedures included, among others, assessing methodologies and testing the significant assumptions discussed [removed: above related to the underlying cost and airspace data used by] [added: above. To test] the [removed: Company. We] [added: future development costs, we] compared the [removed: significant assumptions] [added: estimated costs] used by management to [removed: historical trends and, when available, to] comparable [removed: size] landfills accepting the same type of waste. We also tested the completeness and accuracy of the [removed: historical] data utilized in the development of [removed: the amortization] [added: depletion] expense. Regarding [removed: available airspace,] [added: disposal capacity,] we evaluated the Company’s [added: annual utilization and] estimation of the landfill disposal capacity through a comparison of airspace to historical estimates and annual aerial surveys. [added: In addition, we considered the professional qualifications and objectivity of management’s specialist responsible for performing the aerial surveys.] We involved EY engineering specialists to assist us with evaluating estimated future development [removed: costs and certain assumptions to project total estimated available airspace.] [added: costs.] | | |

| *Description of the Matter* | | | | | | At December 31, [removed: 2023,] [added: 2024,] the carrying value of the Company’s landfill final capping, closure and post-closure costs totaled [removed: $1,937.2] [added: $2,144] million. As discussed in Notes 2 and 8 [removed: to] [added: of] the consolidated financial statements, [removed: asset retirement obligations for final capping, closure and post-closure are measured at their estimated fair value. Management] [added: management] updates the assumptions used to estimate [added: the] asset retirement obligations at least annually, or more often if [added: there is a] significant [added: change in] facts [removed: change.] [added: and circumstances related to a landfill.] These assumptions include estimated future costs associated with the final capping, closure and post-closure activities at each landfill, [removed: airspace consumed to date, estimated available airspace,] projected [removed: annual tonnage volume, projected] timing of capping, [removed: closure] and [removed: post-closure activities and] estimated inflation [removed: and discount rates. These assumptions have a significant effect on the estimated asset retirement obligation.] [added: rate.] | | |

| | | | | | | To test the landfill asset retirement [removed: obligation,] [added: obligations,] our audit procedures included, among others, assessing methodologies used by the Company, testing the completeness of activities included in the estimate [removed: (e.g., gas monitoring] and [removed: leachate management) and] testing the significant assumptions discussed [removed: above, as well as the underlying costs and other estimates used by] [added: above. To test] the [removed: Company in its development of these assumptions. We] [added: estimated future costs, we] compared the [removed: significant assumptions] [added: estimated future costs] used by management to [removed: historical trends and, when available, to] comparable [removed: size] landfills accepting the same type of waste. We also tested the completeness and accuracy of the [removed: historical] data utilized in preparing the [added: cost] estimate. [added: Regarding the projected timing of capping assumption, we evaluated the Company’s annual utilization and estimation of the landfill disposal capacity through a comparison of airspace to historical estimates and annual aerial surveys.] We [added: also performed a sensitivity analysis of the inflation rate assumption. In addition, we considered the professional qualifications and objectivity of management’s specialist responsible for performing the aerial surveys. We] involved EY engineering specialists to assist us with evaluating [removed: the costs] [added: assumptions used in] estimated [added: costs] for the capping, closure and post-closure [removed: activities and the reasons for significant changes in assumptions from historical trends and determined whether the change from the historical trend was appropriate and identified timely. EY engineering specialists were also involved in evaluating certain assumptions to project total estimated available airspace.] [added: activities.] | | |

We have audited Republic Services, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of [removed: Republic Services, Inc.] [added: the Company] as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 28, 2024,] [added: 13, 2025] expressed an unqualified opinion thereon.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed [removed: risk] [added: risk,] and performing such other procedures as we considered necessary in the circumstances.

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | $ | [removed: 140.0] [added: 74] | | | | | $ | [removed: 143.4] [added: 140] | |

| Accounts receivable, less allowance for doubtful accounts and other of [removed: $83.2] [added: $74] and [removed: $51.9,] [added: $83,] respectively | | | [removed: 1,768.4] [added: 1,821] | | | | | | [removed: 1,677.2] [added: 1,768] | | |

| Prepaid expenses and other current assets | | | [removed: 472.6] [added: 511] | | | | | | [removed: 536.5] [added: 473] | | |

| Total current assets | | | [removed: 2,381.0] [added: 2,406] | | | | | | [removed: 2,357.1] [added: 2,381] | | |

| Restricted cash and marketable securities | | | [removed: 163.6] [added: 208] | | | | | | [removed: 127.6] [added: 164] | | |

| Property and equipment, net | | | [removed: 11,350.9] [added: 11,877] | | | | | | [removed: 10,744.0] [added: 11,351] | | |

| Other intangible assets, net | | | [removed: 496.2] [added: 546] | | | | | | [removed: 347.2] [added: 496] | | |

| Other [added: intangible] assets | | | [removed: 1,183.9] [added: 53] | | | | | | [removed: 1,025.5] [added: 6] | | | [added: | | | 32 | | | | | | 91 | | | | | | (23) | | | | | | (10) | | | | | | 13 | | | | | | (20) | | | | | | 71 | | |]

| Accounts payable | | | [removed: $] [added: —] | [removed: 1,411.5] | | | | | [removed: $] [added: (20)] | [removed: 1,221.8] | |

| [added: Finance | | |] Notes payable and current maturities of long-term debt | | | [removed: 932.3] [added: 13] | | | | | | [removed: 456.0] [added: 13] | | | [added: | | | | | | | | | | | | | | |]

| Deferred revenue | | | [removed: 467.3] [added: (2)] | | | | | | [removed: 443.0] [added: (11)] | | |

| Accrued landfill and environmental costs, current portion | | | [removed: 141.6] [added: 159] | | | | | | [removed: 132.6] [added: 141] | | |

| [added: Operating | | |] Other accrued liabilities | | | [removed: 1,171.5] [added: $] | [added: 55] | | | | | [removed: 1,058.3] [added: $] | [added: 55] | | [added: | | | | | | | | | | | | | | |]

| Total current liabilities | | | [removed: 4,228.3] [added: 4,128] | | | | | | [removed: 3,390.7] [added: 4,228] | | |

| Long-term debt, net of current maturities | | | [removed: 11,887.1] [added: 11,851] | | | | | | [removed: 11,329.5] [added: 11,887] | | |

| Accrued landfill and environmental costs, net of current portion | | | [removed: 2,281.0] [added: 2,432] | | | | | | [removed: 2,141.3] [added: 2,281] | | |

| Deferred income taxes and other long-term tax liabilities, net | | | [removed: 1,526.8] [added: 1,594] | | | | | | [removed: 1,528.8] [added: 1,527] | | |

| Insurance reserves, net of current portion | | | [removed: 348.8] [added: 402] | | | | | | [removed: 315.1] [added: 349] | | |

| Other long-term liabilities | | | [removed: 594.6] [added: 588] | | | | | | [removed: 660.7] [added: 595] | | |

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

| | | | | | | | | |

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

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding of, evaluated the design, and tested the operating effectiveness of the Company’s controls over landfill development asset depletion expense. Our audit procedures included, among others, testing controls over the Company’s process for evaluating and updating the significant assumptions used in the calculation of landfill development asset depletion expense and the accuracy of depletion expense recorded. | | |

| | | | | | | | | |

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

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding of, evaluated the design, and tested the operating effectiveness of the Company’s controls over the calculation of asset retirement obligations. Our procedures included, among others, testing controls over the Company’s process for evaluating and updating the significant assumptions used in the calculation of the landfill asset retirement obligations and the accuracy of the asset retirement obligations recorded. | | |

February 13, 2025

February 13, 2025

| Goodwill | | | 15,982 | | | | | | 15,834 | | |

| Other assets | | | 1,383 | | | | | | 1,184 | | |

| Total assets | | | $ | 32,402 | | | | | $ | 31,410 | |

| Accounts payable | | | $ | 1,345 | | | | | $ | 1,412 | |

| Deferred revenue | | | 485 | | | | | | 467 | | |

| Accrued interest | | | 101 | | | | | | 104 | | |

| Other accrued liabilities | | | 1,176 | | | | | | 1,172 | | |

| Retained earnings | | | 9,774 | | | | | | 8,434 | | |

| Revenue | | | $ | 16,032 | | | | | $ | 14,965 | | | | | $ | 13,511 | |

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

| Accretion | | | 107 | | | | | | 98 | | | | | | 89 | | |

| Operating income | | | 3,196 | | | | | | 2,780 | | | | | | 2,392 | | |

| Income before income taxes | | | 2,432 | | | | | | 2,191 | | | | | | 1,832 | | |

| Net income | | | 2,044 | | | | | | 1,731 | | | | | | 1,488 | | |

| Net income | | | $ | 2,044 | | | | | $ | 1,731 | | | | | $ | 1,488 | |

| Comprehensive income | | | 2,030 | | | | | | 1,731 | | | | | | 1,491 | | |

| Balance as of December 31, 2021 | | | 320 | | | | | | $ | 3 | | | | | $ | 2,789 | | | | | $ | 6,475 | | | | | (2) | | | | | | $ | (275) | | | | | $ | (15) | | | | | $ | 1 | | | | | $ | 8,978 | |

| Issuances of common stock | | | 1 | | | | | | — | | | | | | 13 | | | | | | — | | | | | | — | | | | | | (26) | | | | | | — | | | | | | — | | | | | | (13) | | |

| Balance as of December 31, 2022 | | | 321 | | | | | | 3 | | | | | | 2,843 | | | | | | 7,356 | | | | | | (4) | | | | | | (505) | | | | | | (12) | | | | | | 1 | | | | | | 9,686 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,731 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,731 | | |

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

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

| Issuances of common stock | | | — | | | | | | — | | | | | | 14 | | | | | | — | | | | | | — | | | | | | (15) | | | | | | — | | | | | | — | | | | | | (1) | | |

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

| Balance as of December 31, 2023 | | | 321 | | | | | | 3 | | | | | | 2,901 | | | | | | 8,434 | | | | | | (6) | | | | | | (784) | | | | | | (12) | | | | | | 1 | | | | | | 10,543 | | |

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

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 2,043 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1 | | | | | | 2,044 | | |

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

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

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

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

| | | | | | |

| --- | --- | --- | --- | --- | --- |

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

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

| | | | | | | We tested controls that address the risks of material misstatement relating to the measurement and valuation of landfill development asset amortization expense. For example, we tested controls over the estimation of future landfill development costs and management’s review of the assumptions to project total estimated available airspace. | | |

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

| | | | | | | We tested controls that address the risks of material misstatement relating to the completeness, measurement and valuation of the asset retirement obligation. For example, we tested controls over management’s development of the landfill asset retirement obligation models to estimate the future liability and management’s review of data inputs and projections. | | |

February 28, 2024

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

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

REPUBLIC SERVICES, INC.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Goodwill | | | 15,834.5 | | | | | | 14,451.5 | | |

| Total assets | | | $ | 31,410.1 | | | | | $ | 29,052.9 | |

| Accrued interest | | | 104.1 | | | | | | 79.0 | | |

| Retained earnings | | | 8,433.9 | | | | | | 7,356.3 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | | $ | 14,964.5 | | | | | $ | 13,511.3 | | | | | $ | 11,295.0 | |

| Cost of operations | | | 8,942.2 | | | | | | 8,205.0 | | | | | | 6,737.7 | | |

| Accretion | | | 97.9 | | | | | | 89.6 | | | | | | 82.7 | | |

| Operating income | | | 2,780.2 | | | | | | 2,391.7 | | | | | | 2,076.2 | | |

| Interest expense | | | (508.2) | | | | | | (395.6) | | | | | | (314.6) | | |

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

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

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

| Hedging activity: | | | | | | | | | | | | | | | | | |

| Unrealized gain | | | 14.0 | | | | | | 8.4 | | | | | | — | | |

| Pension activity: | | | | | | | | | | | | | | | | | |

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

| Foreign currency activity: | | | | | | | | | | | | | | | | | |

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

| Comprehensive income | | | 1,731.4 | | | | | | 1,490.1 | | | | | | 1,290.1 | | |

| Balance as of December 31, 2020 | | | 318.8 | | | | | | $ | 3.2 | | | | | $ | 2,741.4 | | | | | $ | 5,751.8 | | | | | — | | | | | | $ | (0.1) | | | | | $ | (12.4) | | | | | $ | 4.9 | | | | | $ | 8,488.8 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 1,290.4 | | | | | | — | | | | | | — | | | | | | — | | | | | | 1.9 | | | | | | 1,292.3 | | |

| Change in the value of derivative instruments, net of tax of $1.6 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 4.6 | | | | | | — | | | | | | 4.6 | | |

| Employee benefit plan liability adjustments, net of tax of $(2.4) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.8) | | | | | | — | | | | | | (6.8) | | |

| Issuances of common stock | | | 0.8 | | | | | | — | | | | | | 10.5 | | | | | | — | | | | | | (0.2) | | | | | | (22.5) | | | | | | — | | | | | | — | | | | | | (12.0) | | |

| Balance as of December 31, 2021 | | | 319.6 | | | | | | 3.2 | | | | | | 2,789.5 | | | | | | 6,475.6 | | | | | | (2.4) | | | | | | (274.8) | | | | | | (14.6) | | | | | | 0.8 | | | | | | 8,979.7 | | |

| Change in the value of derivative instruments, net of tax of $3.4 | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9.5 | | | | | | — | | | | | | 9.5 | | |

| Employee benefit plan liability adjustments, net of tax of $(0.7) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2.0) | | | | | | — | | | | | | (2.0) | | |

[added: Internal] control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

We, under the supervision of and with the participation of our management, including the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 [removed: ended December 31, 2023 identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.]

ended December 31, 2024 identified in connection with that evaluation, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Internal

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.

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, 2023 did not include an assessment of internal control over financial reporting as it relates to these acquired businesses.

We will continue the process of implementing internal controls over financial reporting for these acquired businesses.

These businesses collectively contributed approximately 1% of our total consolidated revenue for the year ended December 31, 2023.

During the quarter ended December 31, [removed: 2023,] [added: 2024,] 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.

Information required by this item is incorporated by reference to the material appearing under the headings Proposal 1 - Election of Directors, Biographical Information Regarding Director Nominees, Board of Directors and Corporate Governance Matters, Delinquent Section 16(a) Reports and Executive Officers in the Proxy Statement for the [removed: 2024] [added: 2025] 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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareholders.

The following table sets forth certain information regarding equity compensation plans as of December 31, [removed: 2023] [added: 2024] (number of securities in millions):

| Equity compensation plans approved by security holders (a) | | | [removed: 1.3] [added: 1] | | | | | | $ | [removed: 156.67] [added: 190.57] | | | | | [removed: 29.6] [added: 29] | | |

(b)Includes no stock options as all were exercised in [added: or prior to] 2020, [removed: 0.9] [added: approximately 1] million shares underlying restricted stock units, [removed: 0.4] [added: less than 1] million shares underlying performance shares and less than [removed: 0.1] [added: 1] million shares underlying purchase rights that accrue under the ESPP.

(d)The shares remaining available for future issuances include [removed: 11.7] [added: approximately 11] million shares under our 2021 Stock Incentive Plan and [removed: 2.4] [added: approximately 2] million shares under our ESPP.

| Total | | | 1 | | | | | | $ | 190.57 | | | | | 29 | | |

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

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: 2024] [added: 2025] 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: 2024] [added: 2025] Annual Meeting of Shareholders.

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt)] [added: [3.2](https://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt)] | | | | | | [Certificate of Amendment of Amended and Restated Certificate of Incorporation of Republic Services, Inc. (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8, Registration No. 333-81801, filed with the Commission on June 29, 1999).](http://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt) | | |

| [removed: [3.3](http://www.sec.gov/Archives/edgar/data/1060391/000106039122000027/rsgex3193022.htm)] [added: [3.3](https://www.sec.gov/Archives/edgar/data/1060391/000106039122000027/rsgex3193022.htm)] | | | | | | [Amended and Restated Bylaws of Republic Services, Inc. (incorporated by reference to Exhibit 3.](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [of the Company's](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [Quarterly Report](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [on Form](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [10-Q for the period ended](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm) [September 30, 2022](http://www.sec.gov/Archives/edgar/data/1060391/000106039116000079/exhibit33amendedandrestate.htm)). | | |

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt)] | | | | | | [Republic Services, Inc. Common Stock Certificate (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8, Registration No. 333-81801, filed with the Commission on June 29, 1999).](http://www.sec.gov/Archives/edgar/data/1060391/000095014499008298/0000950144-99-008298.txt) | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1060391/000095014405005037/g95037exv4w1.htm)] [added: [4.3](https://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: [4.4](http://www.sec.gov/Archives/edgar/data/1060391/000095012309042209/p15846exv4w1.htm)] [added: [4.4](https://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: [4.5](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w2.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w3.htm)[5](https://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w3.htm)] | | | | | | [removed: Third] [added: 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 [removed: 4.750%] [added: 5.700%] Notes due [removed: 2023] [added: 2041] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.3] of the Company’s Current Report on Form 8-K dated May 9, 2011). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1060391/000095012311047183/p18861exv4w3.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000095012310020978/p17075exv4w2.htm)[7](https://www.sec.gov/Archives/edgar/data/1060391/000095012310020978/p17075exv4w2.htm)] | | | | | | [removed: Fourth] [added: Third] Supplemental Indenture, dated as of [removed: May 9, 2011,] [added: March 4, 2010,] to the Indenture dated as of [removed: September 8,] [added: November 25,] 2009, by and among Republic Services, Inc., the guarantors named therein and [removed: The] [added: U.S.] Bank [removed: of New York Mellon Trust Company, N.A.,] [added: National Association,] as trustee, including the form of [removed: 5.700%] [added: 6.20%] Notes due [removed: 2041] [added: 2040] (incorporated by reference to Exhibit [removed: 4.3] [added: 4.2] of the Company’s Current Report on Form 8-K dated [removed: May 9, 2011).] [added: March 4, 2010).] | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1060391/000095012309066038/p16405exv4w1.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000095012309066038/p16405exv4w1.htm)[6](https://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: [4.8](http://www.sec.gov/Archives/edgar/data/1060391/000095012310020978/p17075exv4w2.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000119312515087339/d888900dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/1060391/000119312515087339/d888900dex41.htm)] | | | | | | [removed: Third] [added: Fourth] Supplemental Indenture, dated as of March [removed: 4, 2010,] [added: 11, 2015,] to the [removed: Indenture] [added: Indenture,] dated as of November 25, 2009, [removed: by and among] [added: between] Republic Services, [removed: Inc., the guarantors named therein] [added: Inc.] and U.S. Bank National Association, as trustee, including the form of [removed: 6.20%] [added: 3.20%] Notes due [removed: 2040] [added: 2025] (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] of the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated March [removed: 4, 2010).] [added: 11, 2015).] | | |

| [removed: [4.9](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-22.txt)] [added: [4.](https://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-22.txt)[8](https://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: [4.10](http://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-23.txt)] [added: [4.](https://www.sec.gov/Archives/edgar/data/848865/000095012301504402/p65122a1ex4-23.txt)[9](https://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: [4.11](http://www.sec.gov/Archives/edgar/data/848865/000095015305000309/p70182exv4w33.txt)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/848865/000095015305000309/p70182exv4w33.txt)[0](https://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: [4.12](http://www.sec.gov/Archives/edgar/data/1060391/000095014408009225/g16932exv4w1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000095014408009225/g16932exv4w1.htm)[1](https://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: [4.13](http://www.sec.gov/Archives/edgar/data/1060391/000119312515087339/d888900dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000119312516641673/d207655dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1060391/000119312516641673/d207655dex41.htm)] | | | | | | [removed: Fourth] [added: Fifth] Supplemental Indenture, dated as of [removed: March 11, 2015,] [added: 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 [removed: 3.20%] [added: 2.900%] Notes due [removed: 2025] [added: 2026] (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated [removed: March 11, 2015).] [added: July 5, 2016).] | | |

| [removed: [4.14](http://www.sec.gov/Archives/edgar/data/1060391/000119312516641673/d207655dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000119312517343919/d493740dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1060391/000119312517343919/d493740dex41.htm)] | | | | | | [removed: Fifth] [added: Sixth] Supplemental Indenture, dated as of [removed: July 5, 2016, to the Indenture, dated as of] November [removed: 25, 2009,] [added: 16, 2017,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 2.900%] [added: 3.375%] Notes due [removed: 2026] [added: 2027] (incorporated by reference to Exhibit 4.1 of the [removed: Company's] [added: Company’s] Current Report on Form 8-K dated [removed: July 5, 2016).] [added: November 15, 2017).] | | |

| [removed: [4.15](http://www.sec.gov/Archives/edgar/data/1060391/000119312517343919/d493740dex41.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000119312518160817/d582592dex41.htm)[6](https://www.sec.gov/Archives/edgar/data/1060391/000119312518160817/d582592dex41.htm)] | | | | | | [removed: Sixth] [added: Seventh] Supplemental Indenture, dated as of [removed: November 16, 2017,] [added: May 14, 2018,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 3.375%] [added: 3.950%] Notes due [removed: 2027] [added: 2028] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: November 15, 2017).] [added: May 3, 2018).] | | |

| [removed: [4.16](https://www.sec.gov/Archives/edgar/data/14827/0000014827-95-000020.txt)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/14827/0000014827-95-000020.txt)[5](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: [4.17](http://www.sec.gov/Archives/edgar/data/1060391/000119312518160817/d582592dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000119312520219229/d942697dex41.htm)[19](https://www.sec.gov/Archives/edgar/data/1060391/000119312520219229/d942697dex41.htm)] | | | | | | [removed: Seventh] [added: Tenth] Supplemental Indenture, dated as of [removed: May 14, 2018,] [added: August 20, 2020,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 3.950%] [added: 1.450%] Notes due [removed: 2028] [added: 2031] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: May 3, 2018).] [added: August 13, 2020).] | | |

| [removed: [4.18](http://www.sec.gov/Archives/edgar/data/1060391/000106039119000042/rsgex4193019.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000110465924084366/tm2420319d1_ex4-1.htm)[2](https://www.sec.gov/Archives/edgar/data/1060391/000110465924084366/tm2420319d1_ex4-1.htm)[6](https://www.sec.gov/Archives/edgar/data/1060391/000110465924084366/tm2420319d1_ex4-1.htm)] | | | | | | [removed: Limited consent (2018] [added: Second Amended and Restated] Credit [removed: Agreement),] [added: Agreement,] dated as of [removed: August 21, 2019,] [added: July 26, 2024,] 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 [removed: an] L/C Issuer, and the [added: other] lenders party thereto (incorporated by reference to Exhibit 4.1 of the [removed: Company's Quarterly] [added: Company’s Current] Report on Form [removed: 10-Q for the quarter ended September 30, 2019).] [added: 8-K dated July 31, 2024).] | | |

| [removed: [4.19](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000016/exhibit423descriptiono.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1060391/000106039120000016/exhibit423descriptiono.htm)[7](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: [4.20](http://www.sec.gov/Archives/edgar/data/1060391/000119312519210900/d769978dex41.htm)] [added: [4.](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)[8](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)] | | | | | | [removed: Eighth] [added: Ninth] Supplemental Indenture, dated as of [removed: August 7, 2019,] [added: February 27, 2020,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 2.500%] [added: 2.300%] Notes due [removed: 2024] [added: 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 [removed: August 1, 2019).] [added: February 21, 2020).] | | |

| [removed: [4.21](https://www.sec.gov/Archives/edgar/data/1060391/000119312520044707/d870415dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312520290904/d77048dex41.htm)[0](https://www.sec.gov/Archives/edgar/data/1060391/000119312520290904/d77048dex41.htm)] | | | | | | [removed: Ninth] [added: Eleventh] Supplemental Indenture, dated as of [removed: February 27,] [added: November 24,] 2020, between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 2.300%] [added: 0.875%] Notes due [removed: 2030] [added: 2025] and the form of [removed: 3.050%] [added: 1.750%] Notes due [removed: 2050] [added: 2032] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: February 21,] [added: November 12,] 2020). | | |

| [removed: [4.22](https://www.sec.gov/Archives/edgar/data/1060391/000119312520219229/d942697dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)[1](https://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] | | | | | | [removed: Tenth] [added: Twelfth] Supplemental Indenture, dated as of [removed: August 20, 2020,] [added: November 8, 2021,] between Republic Services, Inc. and U.S. Bank National Association, as trustee, including the form of [removed: 1.450%] [added: 2.375%] Notes due [removed: 2031] [added: 2033] (incorporated by reference to Exhibit 4.1 of the [removed: Company’s] [added: Company's] Current Report on Form 8-K dated [removed: August 13, 2020).] [added: November 4, 2021).] | | |

| [removed: [4.23](https://www.sec.gov/Archives/edgar/data/1060391/000119312520290904/d77048dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312523292068/d637987dex41.htm)[4](https://www.sec.gov/Archives/edgar/data/1060391/000119312523292068/d637987dex41.htm)] | | | | | | [removed: Eleventh] [added: Fourteenth] Supplemental Indenture, dated as of [removed: November 24, 2020,] [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: 0.875% Notes due 2025 and the form of 1.750%] [added: 5.000%] Notes due [removed: 2032] [added: 2033] (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: November 12, 2020).] [added: December 11, 2023).] | | |

| [removed: [4.25](http://www.sec.gov/Archives/edgar/data/0001060391/000119312521320162/d596044dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312523077927/d395685dex41.htm)[3](https://www.sec.gov/Archives/edgar/data/1060391/000119312523077927/d395685dex41.htm)] | | | | | | [removed: Twelfth] [added: Thirteenth] Supplemental Indenture, dated as of [removed: November 8, 2021,] [added: March 28, 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: 4.875%] Notes due [removed: 2033] [added: 2029 and form of 5.000% Notes due 2034] (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: March 23, 2023).] | | |

| [removed: [4.26](http://www.sec.gov/Archives/edgar/data/1060391/000110465922097012/tm2224887d1_ex10-1.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000110465922097012/tm2224887d1_ex10-1.htm)[2](https://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: [4.27](https://www.sec.gov/Archives/edgar/data/1060391/000119312523077927/d395685dex41.htm)] [added: [4.2](https://www.sec.gov/Archives/edgar/data/1060391/000119312524164547/d843168dex41.htm)[5](https://www.sec.gov/Archives/edgar/data/1060391/000119312524164547/d843168dex41.htm)] | | | | | | [removed: Thirteenth] [added: Fifteenth] Supplemental Indenture, dated as of [removed: March 28, 2023,] [added: June 25, 2024,] 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 [removed: 4.875%] [added: 5.000%] Notes due 2029 and [added: the] form of [removed: 5.000%] [added: 5.200%] Notes due 2034 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated [removed: March 23, 2023).] [added: June 20, 2024).] | | |

| [removed: [10.1+](http://www.sec.gov/Archives/edgar/data/1060391/000095012311031647/p18747def14a.htm)] [added: [10.1+](https://www.sec.gov/Archives/edgar/data/1060391/000095012311031647/p18747def14a.htm)] | | | | | | Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan effective May 12, 2011 (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on April 1, 2011). | | |

| [removed: [10.3+](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex101.htm)] [added: [10.3+](https://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.](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)[4](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)[4](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex102.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Agreement (annual vesting) 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 10.2 of the Company’s Current Report on Form 8-K dated December 27, 2011). | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)[5](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)[5](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000119312511352982/d273980dex103.htm)] | | | | | | Form of Non-Employee Director Restricted Stock Unit Agreement (3 year vesting) 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 10.3 of the Company’s Current Report on Form 8-K dated December 27, 2011). | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000095012310096732/p18259exv4w4.htm)[6](http://www.sec.gov/Archives/edgar/data/1060391/000095012310096732/p18259exv4w4.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000095012310096732/p18259exv4w4.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex106dcpplan.htm)[6](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex106dcpplan.htm)[+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex106dcpplan.htm)] | | | | | | Republic Services, Inc. Deferred Compensation Plan, as amended and restated effective January 1, [removed: 2010 (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8, Registration No. 333-170174, filed with the SEC on October 27, 2010).] [added: 2025.] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000095012311015710/p18372exv10w17.htm)[7](http://www.sec.gov/Archives/edgar/data/1060391/000095012311015710/p18372exv10w17.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000095012311015710/p18372exv10w17.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[17](https://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)[+](https://www.sec.gov/Archives/edgar/data/0001060391/000106039121000014/ex1030final2021stockincent.htm)] | | | | | | [removed: Amendment No. 1 to] Republic Services, Inc. [removed: Deferred Compensation Plan, effective January 6, 2011] [added: 2021 Stock Incentive Plan] (incorporated by reference to Exhibit [removed: 10.17] [added: 10.30] of the [removed: Company’s] [added: Company's] Annual Report on Form 10-K for the year ended December 31, [removed: 2010).] [added: 2020).] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)[8](http://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)[7](https://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000119312514116469/d686329ddef14a.htm)] | | | | | | Republic Services, Inc. Amended and Restated Executive Incentive Plan, effective February 4, 2014 (incorporated by reference to Appendix A of the Company’s Proxy Statement on Schedule 14A filed on March 26, 2014). | | |

| [removed: [10.9+](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)[8](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039123000008/exhibit1009republicexecuti.htm)] | | | | | | Republic Services, Inc. Executive Separation Policy, as amended as of February 8, 2023 (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/1060391/000119312512190173/d323401dex103.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[0](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000119312512190173/d323401dex103.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[2](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[6](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)] | | | | | | [removed: Amendment No. 2 to] [added: Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective February 13, 2024, by and between Gregg Brummer and] Republic Services, Inc. [removed: Deferred Compensation Plan, effective February 7, 2012] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.2] of the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended March 31, [removed: 2012).] [added: 2024).] | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[9](https://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039113000032/rsgex10163013.htm)] | | | | | | Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan effective May 9, 2013 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013). | | |

| [removed: [10.](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[1](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[2](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)[+](http://www.sec.gov/Archives/edgar/data/1060391/000106039113000046/rsgex10393013.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[2](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[5](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000205/exhibit101offerletterdated.htm)] | | | | | | [removed: Amendment No. 3 to] [added: Offer Letter, dated August 18, 2023, by and between Gregg Brummer and] Republic Services, [removed: Inc. Deferred Compensation Plan, effective October 29, 2013 (incorporated] [added: Inc.(incorporated] by reference to Exhibit [removed: 10.3] [added: 10.1] of the [removed: Company’s] [added: Company's] Quarterly Report on Form 10-Q for the quarter ended [removed: September 30, 2013).] [added: March 31, 2024).] | | |

| [removed: [10.14+](http://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[0](https://www.sec.gov/Archives/edgar/data/1060391/000106039117000012/exhibit1037-offerlettercat.htm)[+](https://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: [10.15+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1015ellingsencathar.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1015ellingsencathar.htm)[1](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1015ellingsencathar.htm)[+](https://www.sec.gov/Archives/edgar/data/1060391/000106039124000142/exhibit1015ellingsencathar.htm)] | | | | | | Non-Competition, Non-Solicitation, Confidentiality and Arbitration Agreement, effective February 13, 2024, by and between Catharine D. Ellingsen and Republic Services, Inc. [added: (incorporated by reference to Exhibit 10.15 of the Company's Annual Report on Form 10-K for the year ended December 31, 2023).] | | |

| [10.27+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex1027esppamendment.htm) | | | | | | Amendment No. 1 to Republic Services, Inc. 2018 Employee Stock Purchase Plan, effective February 4, 2025. | | |

| [10.28+*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex1028sipamendment.htm) | | | | | | Amendment No. 1 to Republic Services, Inc. 2021 Stock Incentive Plan, effective February 4, 2025. | | |

| [19.1*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex191insidertradingpolicy.htm) | | | | | | Insider Trading Policy. | | |

| [19.2*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex192insidertradingprocedu.htm) | | | | | | Insider Trading Procedures. | | |

| [19.3*](https://www.sec.gov/Archives/edgar/data/1060391/000106039125000091/ex193republicservicesshare.htm) | | | | | | Republic Services Share Repurchase Policy. | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| [4.24](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). | | |

| [4.28](https://www.sec.gov/Archives/edgar/data/1060391/000119312523292068/d637987dex41.htm) | | | | | | Fourteenth Supplemental Indenture, dated as of December 12, 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 5.000% Notes due 2033 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated December 11, 2023). | | |

| [4.29](https://www.sec.gov/Archives/edgar/data/1060391/000119312523050958/d399062dex41.htm) | | | | | | Amendment No. 1, dated as of February 23, 2023, to Amended and Restated Credit Agreement, dated as of August 17, 2021, by and among Republic Services, Inc., 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 February 27, 2023). | | |

| [4.30](https://www.sec.gov/Archives/edgar/data/1060391/000119312522140494/d215685dex41.htm) | | | | | | Term Loan Credit Agreement, dated as of April 29, 2022, by and among Republic Services, Inc., as Borrower, Bank of America, N.A., as Administrative Agent, 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 4, 2022). | | |

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

| [4.32](https://www.sec.gov/Archives/edgar/data/1060391/000110465923114173/tm2329523d1_ex4-1.htm) | | | | | | Amendment No. 2, dated as of October 30, 2023, to Amended and Restated Credit Agreement, dated as of August 17, 2021, by and among Republic Services, Inc., 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 November 3, 2023). | | |

| [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). | | |

| [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. | | |

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

| Date: | | | February [removed: 28, 2024] [added: 13, 2025] | | | | | | REPUBLIC SERVICES, INC. | | | | | | | | |

| /s/ JON VANDER ARK | | | | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ BRIAN DELGHIACCIO | | | | | | Executive Vice President, Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ [removed: BRIAN A. GOEBEL] [added: ELYSE M. CARLSEN] | | | | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ MANUEL KADRE | | | | | | Chairman of the Board of Directors | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ TOMAGO COLLINS | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ MICHAEL A. DUFFY | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ THOMAS W. HANDLEY | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ JENNIFER M. KIRK | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ MICHAEL LARSON | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ N. THOMAS LINEBARGER | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ MEG REYNOLDS | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ JAMES P. SNEE | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ BRIAN S. TYLER | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ SANDRA M. VOLPE | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| /s/ KATHARINE B. WEYMOUTH | | | | | | Director | | | | | | February [removed: 28, 2024] [added: 13, 2025] | | |

| Elyse M. Carlsen | | | | | | | | | | | | | | |

| Brian A. Goebel | | | | | | | | | | | | | | |