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What changed in Republic Services's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Republic Services's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+427 added−450 removedSource: 10-K (2025-02-14) vs 10-K (2024-02-29)

Top changes in Republic Services's 2024 10-K

427 paragraphs added · 450 removed · 366 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeOur goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, recycling centers, transfer stations, TSDFs, deep well injection facilities, and landfills. Where appropriate, we seek to obtain permits to build transfer stations, recycling centers and landfills that would vertically integrate our waste services or expand the service areas for our existing disposal sites.
Biggest changeWhere appropriate, we seek to obtain permits to build recycling centers, transfer stations, TSDFs, deep well injection facilities, and landfills that would vertically integrate our waste services or expand the service areas for our existing disposal sites. Additionally, we seek opportunities to expand and permit new airspace at our existing landfills in order to replace airspace consumed.
Together they are designed to significantly benefit the environment and society, while enhancing the foundation and profitability of our business for the long-term. • Safety Amplified: Achieve zero annual employee fatalities • Incident Reduction: Reduce OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 • Engaged Workforce: Achieve and maintain employee engagement scores at or above 88 by 2030 • 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 2025 • Circular Economy: Increase recovery of key materials by 40% on a combined basis by 2030 (2) • Renewable Energy: Increase beneficial reuse of biogas by 50% by 2030 (2) • Charitable Giving: Create sustainable neighborhoods through strong community partnerships for 45 million people by 2030 (2) We believe that reducing our impact on the planet and improving the quality of life for its inhabitants are the right things to do, and they are also necessary actions to ensure a vibrant future for our organization.
Together they are designed to significantly benefit the environment and society, while enhancing the foundation and profitability of our business for the long-term. • Safety Amplified: Achieve zero annual employee fatalities • Incident Reduction: Reduce OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 • Engaged Workforce: Achieve and maintain employee engagement scores at or above 88 by 2030 • 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 2025 (4) • Circular Economy: Increase recovery of key materials by 40% on a combined basis by 2030 (2) • Renewable Energy: Increase beneficial reuse of biogas by 50% by 2030 (2) • Charitable Giving: Create sustainable neighborhoods through strong community partnerships for 45 million people by 2030 (2) We believe that reducing our impact on the planet and improving the quality of life for its inhabitants are the right things to do, and they are also necessary actions to ensure a vibrant future for our organization.
Refer to our Sustainability Report for our progress toward our 2030 sustainability goals, and refer to our full suite of climate-related sustainability reporting for updates regarding our progress toward our climate goals, including the Task Force on Climate-Related Financial Disclosures (TCFD), SASB, Global Reporting Initiative (GRI) and CDP Climate Change, all of which can be found at republicservices.com/sustainability/reporting.
Refer to our Sustainability Report for our progress toward our 2030 sustainability goals, and refer to our full suite of climate-related sustainability reporting for updates regarding our progress toward our climate goals, including the Task Force on Climate-Related Financial Disclosures (TCFD), SASB, Global Reporting Initiative and CDP Climate Change, all of which can be found at republicservices.com/sustainability/reporting.
In addition, by securing long-term agreements, we are better able to help ensure we earn an appropriate return on the capital deployed. 2 Table of Contents • Price Increases - We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in vehicles, equipment, recycling centers, transfer stations, TSDFs, deep well injection facilities, landfills, and other post-collection infrastructure. • Expansion of Recycling Capabilities - Based on the most recent United States Environmental Protection Agency (EPA) data, approximately 32% of municipal solid waste is recycled and/or composted.
In addition, by securing long-term agreements, we are better able to help ensure we earn an appropriate return on the capital deployed. • Price Increases - We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in vehicles, equipment, recycling centers, transfer stations, TSDFs, deep well injection facilities, landfills, and other post-collection infrastructure. • Expansion of Recycling Capabilities - Based on the most recent United States Environmental Protection Agency (EPA) data, approximately 32% of municipal solid waste is recycled and/or composted.
These tools reinforce to our customers that they can rely on us to handle their recycling and waste service needs in a way that is easy and convenient for them. • Our website and mobile app are online account management tools, allowing customers access to their accounts and our services. • Our e-commerce sales channel allows customers to secure services on a real-time basis, provides capabilities to meet our customers' evolving buying preferences and provides a lower cost sales channel. 7 Table of Contents We are leveraging technology to digitally connect our customers, drivers, dispatchers, supervisors and trucks via our "RISE" dispatch platform and in-cab technology.
These tools reinforce to our customers that they can rely on us to handle their recycling and waste service needs in a way that is easy and convenient for them. • Our website and mobile app are online account management tools, allowing customers access to their accounts and our services. • Our e-commerce sales channel allows customers to secure services on a real-time basis, provides capabilities to meet our customers' evolving buying preferences and provides a lower cost sales channel. 7 Table of Contents We are leveraging technology to digitally connect our customers, drivers, logistics analysts, supervisors and trucks via our "RISE" dispatch platform and in-cab technology.
Republic drivers have won 70% of the Driver of the Year awards issued for the large truck category since 2009. In addition, our best drivers are recognized and rewarded with competing in our National Road-EO competition. • Analyze Together: We analyze real-time data to make short- and long-term decisions and identify opportunities for improvement.
Republic drivers have won 69% of the Driver of the Year awards issued for the large truck category since 2009. In addition, our best drivers are recognized and rewarded with competing in our National Road-EO competition. • Analyze Together: We analyze real-time data to make short- and long-term decisions and identify opportunities for improvement.
We have a dedicated team of safety professionals at our corporate headquarters and in our field operations, led by our Vice President of Safety who reports directly to our Chief Operating Officer. Due to the nature of our industry, we make safety a top priority and we recognize and reward employees for outstanding safety records.
We have a dedicated team of safety professionals at our corporate headquarters and in our field operations, led by our Vice President of Environmental Health and Safety who reports directly to our Chief Operating Officer. Due to the nature of our industry, we make safety a top priority and we recognize and reward employees for outstanding safety records.
Over the past 10 years, our safety performance (based on OSHA recordable rates) has been 33% better than the industry average. Our Think, Choose, Live slogan encapsulates our everyday safety messaging to our employees to: Think about what you are doing, Choose the safe answer and Live to go home to your family.
Over the past 10 years, our safety performance (based on OSHA recordable rates) has been 24% better than the industry average. Our Think, Choose, Live slogan encapsulates our everyday safety messaging to our employees to: Think about what you are doing, Choose the safe answer and Live to go home to your family.
Our Executive Leadership team sponsors these programs, providing visibility and support for the career advancement of our high-potential talent across the organization. Since the beginning of these programs in 2017, 84 leaders have graduated into leadership positions.
Our Executive Leadership team sponsors these programs, providing visibility and support for the career advancement of our high-potential talent across the organization. Since the beginning of these programs in 2017, 109 leaders have graduated into leadership positions.
We support inclusion and connectivity for our diverse populations through our Business Resource Groups (BRG) and focus on the involvement of our field locations in all of our BRGs, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), UNIDOS and the Black Employee Network.
We support inclusion and connectivity for our diverse populations through our Business Resource Groups (BRG) and focus on the involvement of our field locations in all of our BRGs, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), UNIDOS, the Black Employee Network and PRISM in support of the LGBTQ+ community.
We review key progress metrics such as engagement and turnover and regularly report on these metrics to our Board of Directors. This level of reporting holds all of our leaders accountable for the continued growth and development of our people.
We review key 5 Table of Contents progress metrics such as engagement and turnover and regularly report on these metrics to our Board of Directors. This level of reporting holds all of our leaders accountable for the continued growth and development of our people.
We remain committed to expanding employee participation in learning programs that are relevant to our business strategy and contribute to career advancement for our employees. Compensation and Benefits We offer compensation and benefits that help improve our employees' overall financial, physical and emotional wellbeing, as well as recognize hard work with opportunities to grow.
We remain committed to expanding employee participation in learning programs that are relevant to our business strategy and contribute to career advancement for our employees. 6 Table of Contents Compensation and Benefits We offer compensation and benefits that help improve our employees' overall financial, physical and emotional wellbeing, as well as recognize hard work with opportunities to grow.
We also look to enter into long-term disposal and recycling contracts with municipalities and other third parties. By obtaining such long-term agreements, we can grow our contracted revenue base at a rate consistent with the underlying economic growth in these markets.
We also look to enter into long-term disposal and recycling contracts with municipalities and other third parties. By obtaining such long-term agreements, we can grow our contracted revenue base at a rate consistent with the underlying economic growth in 2 Table of Contents these markets.
With the roll-out of this technology we are improving 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.
With the roll-out of this technology we 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.
With a goal of reaching all leaders through this program, approximately 1,000 leaders completed this training in 2023, with approximately 1,000 more slated to participate in 2024. Targeted development experiences support the growth of people in key roles, including Driver Training, Technician Training, Supervisor Training, Sales Acceleration and General Manager Onboarding, among others.
With a goal of reaching all leaders through this program, approximately 1,226 leaders completed this training in 2024, with approximately 1,600 more slated to participate in 2025. Targeted development experiences support the growth of people in key roles, including Driver Training, Technician Training, Supervisor Training, Sales Acceleration and General Manager Onboarding, among others.
We expect to continue paying quarterly cash dividends and may consider additional dividend increases if we believe they will enhance shareholder value. Share Repurchases In October 2020, our Board of Directors approved a $2.0 billion share repurchase authorization effective starting January 1, 2021, and extending through December 31, 2023.
We expect to continue paying quarterly cash dividends and may consider additional dividend increases if we believe they will enhance shareholder value. Share Repurchases 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.
We’re also 4 Table of Contents working with equipment manufacturers to incorporate safety elements such as seat belt alarms, blind spot awareness, lane departure alarms and other potentially lifesaving equipment in our fleet.
We also work with 4 Table of Contents 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.
Our employee engagement score was 86 in 2023, which is above a national benchmark by seven points. Approximately 99% of our employees participated in the engagement survey process in October 2023, which represented an all-time high participation rate and is 24% higher than the national benchmark.
Our employee engagement score was 86 in 2024, which is above a national benchmark by seven points. Approximately 99% of our employees participated in the engagement survey process in March and September 2024, which represented an all-time high participation rate and is 24% higher than the national benchmark.
We believe we will be able to further expand our addressable market into other segments of the environmental services industry over time by leveraging our differentiated capabilities, including (1) customer zeal, (2) digital and (3) sustainability.
We believe we 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 remain focused on attracting, hiring and developing early career leaders. Our rotational training and development programs, including our General Manager Acceleration Program (GMAP) and Leadership Trainee Program, help us attract, develop and advance a diverse and talented pool of individuals from across our organization.
Our leadership programs are a critical part of growing our people. We remain focused on attracting, hiring and developing early career leaders. Our rotational training and development programs, including our General Manager Acceleration Program (GMAP) and Operations Manager Acceleration Program, help us attract, develop and advance a diverse and talented pool of individuals from across our organization.
We are engaged in 76 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 126 closed landfills.
We are engaged in 79 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills.
External Growth • Acquisitions and Public-Private Partnerships - Our acquisition growth strategy focuses primarily on acquiring privately held recycling and waste companies and environmental solutions businesses that complement our existing business platform.
External Growth - Acquisitions and Public-Private Partnerships • Our acquisition growth strategy focuses primarily on acquiring privately held environmental services businesses that complement our existing business platform.
In 2023, we announced the development of Blue Polymers, a joint-venture with Ravago JV Holdings, LLC, creating vertical integration that will further advance circularity by acquiring all olefins produced by the Polymer Centers to further process and manufacture custom blended pellets for food-grade and non-food-grade packaging.
In 2023, we announced the development of Blue Polymers, a joint-venture with Ravago JV Holdings, LLC, creating vertical integration that will further advance circularity by acquiring all olefins produced by the Polymer Centers to further process and manufacture custom blended pellets for food-grade and non-food-grade packaging. Blue Polymers production facilities are currently being constructed in Indianapolis, Indiana, and Buckeye, Arizona.
As a key player in the circular economy, we are strategically focused on expanding recycling volume through innovative material handling processes and programs to help our customers achieve their goals related to sustainability and environmentally sound waste practices while also generating an appropriate return. In 2023, we completed construction at our first Polymer Center in Las Vegas, Nevada.
As a key player in the circular economy, we are strategically focused on expanding recycling volume through innovative material handling processes and programs to help our customers achieve their goals related to sustainability and environmentally sound waste practices while also generating an appropriate return.
Key elements of our operating model are our organizational structure, safety, fleet automation, compressed natural gas vehicles, fleet electrification and standardized maintenance.
Key elements of our operating model are our organizational structure, safety, fleet automation, fleet electrification and standardized maintenance.
As of December 31, 2023, our average fleet age in years, by line of business, was as follows: Approximate Number of Vehicles Approximate Average Age Residential 7,200 7.6 Small-container 5,300 7.1 Large-container 4,700 9.2 Total 17,200 7.9 OneFleet, our standardized vehicle maintenance program, enables us to use best practices for fleet management, truck care and maintenance.
As of December 31, 2024, our average fleet age for recycling and waste collection vehicles in years, by line of business, was as follows: Approximate Number of Vehicles Approximate Average Age Residential 7,300 7.7 Small-container 5,500 7.2 Large-container 4,800 9.0 Total 17,600 7.9 OneFleet, our standardized vehicle maintenance program, enables us to use best practices for fleet management, truck care and maintenance.
Given our free cash flow, availability under our credit facilities and our ability to access the public capital markets, we have the financial flexibility to make additional acquisitions that will complement our existing business platform, including larger acquisitions if the right opportunities present themselves. For instance, during the second quarter of 2022, we acquired US Ecology, Inc.
Given our free cash flow, availability under our credit facilities and our ability to access the public capital markets, we have the financial flexibility to make additional acquisitions that will complement our existing business platform, including larger acquisitions if the right opportunities present themselves.
In January 2023, we launched a new BRG called PRISM in support of the LGBTQ+ community. Employee Engagement We believe an engaged workforce is a key element of our success as engaged employees deliver better customer service and are more productive.
In May 2024, we launched a new BRG called AAPI in support of the Asian American and Pacific Islander community. Employee Engagement We believe an engaged workforce is a key element of our success as engaged employees deliver better customer service and are more productive.
We continue to expand our offering of products and services to meet customer demand for a single provider for their environmental service needs. We have made progress on this front, primarily through acquisitions, including the acquisition of US Ecology in May 2022.
We continue to expand our offering of products and services to meet customer demand for a single provider for their environmental service needs. We have made progress on this front, including through the expansion of our environmental solutions segment supported by the acquisition of US Ecology, along with subsequent acquisitions.
Dividends In July 2023, our Board of Directors approved an increase in the quarterly dividend to $0.535 per share, which represents an increase of approximately 8% over the prior year. Over the last five years, our dividends have increased at a compounded annual growth rate of 5.7%.
Dividends In July 2024, our Board of Directors approved an increase in the quarterly dividend to $0.580 per share, which represents an increase of approximately 8% over the prior year. This increase represented the 21 st consecutive year of a dividend increase. Over the last five years, our dividends have increased at a compounded annual growth rate of 6.4%.
We believe these programs provide the fundamental skills necessary to be successful across roles. Additionally, to meet the specific needs of the business, we opened a comprehensive Technical Training Institute in April 2021 where we train and develop our technicians. Our leadership programs are a critical part of growing our people.
We believe these programs provide the fundamental skills necessary to be successful across roles. Additionally, to meet the specific needs of the business, we opened a comprehensive Technical Training Institute in April 2021 where we train and develop our technicians. We have had 267 participants in the course since its inception.
We believe the total addressable North American environmental services market in which we operate generates approximately $114 billion of annual revenue, which includes the $83 billion United States and Canada recycling and waste industry and $31 billion of the broader environmental solutions industry.
We believe the total addressable North American environmental services market in which we operate generates approximately $165 billion of annual revenue, which includes the $105 billion United States and Canada recycling and waste industry, $35 billion of the broader environmental solutions industry, and $25 billion in sustainability innovation (described below) and emerging waste and recycling technologies.
We are also in the early stages of deploying advanced technology on recycling and waste collection routes that utilizes cameras to identify recycling contamination and overfilled containers. We expect this technology will reduce recycling contamination over time and drive incremental revenue.
We have installed advanced technology on recycling and waste collection vehicles that utilizes cameras to identify recycling contamination and overfilled containers. We expect this technology will reduce recycling contamination over time and drive incremental revenue.
(1) We have aligned our 2030 goals with the following UN Sustainable Development Goals: (3) Good Health and Well-being, (7) Affordable Clean Energy, (8) Decent Work and Economic Growth, (10) Reduced Inequalities, (11) Sustainable Cities and Communities, (12) Responsible Consumption and Production and (13) Climate Action. (2) Targets are relative to the 2017 baseline year.
(1) We have aligned our 2030 goals with the following UN Sustainable Development Goals: (3) Good Health and Well-being, (4) Quality Education, (7) Affordable Clean Energy, (8) Decent Work and Economic Growth, (9) Industry, Innovation and Infrastructure, (10) Reduced Inequalities, (11) Sustainable Cities and Communities, (12) Responsible Consumption and Production, (13) Climate Action and (14) Peace, Justice and Strong Institutions.
We work hard to remain a company where the best people, with exceptional talents and diverse backgrounds, can thrive and foster a culture of caring where people feel respected, supported and encouraged to bring their best selves to work every day.
Our approximately 42,000 full-time employees are a critical component in successfully executing our strategy and running our operations. We work hard to remain a company where the best people, with exceptional talents and diverse backgrounds, can thrive and foster a culture of caring where people feel respected, supported and encouraged to bring their best selves to work every day.
Sustainability The goal of our differentiating sustainability capabilities is to provide our customers with sustainable solutions that support a cleaner, safer and healthier world. We have long been a leader in environmental services and sustainability. We introduced our Elements of Sustainability, the foundation of our sustainability platform, in 2014.
We expect the deployment of this technology to be complete in late 2025. Sustainability The goal of our differentiating sustainability capabilities is to provide our customers with fully integrated sustainable solutions that support a cleaner, safer and healthier world. We have long been a leader in environmental services and sustainability.
The predictability of our free cash flows allows us to efficiently execute our capital allocation strategy, which includes investing in acquisitions and returning free cash flow to our shareholders through dividends and share repurchases.
Cash Utilization Strategy We take a consistent and balanced approach to capital allocation to drive long-term, sustainable value for our shareholders. The predictability of our free cash flows allows us to efficiently execute our capital allocation strategy, which includes investing in value-creating acquisitions and returning free cash flow to our shareholders through dividends and share repurchases.
We operate across the United States and Canada through 364 collection operations, 246 transfer stations, 74 recycling centers, 207 active landfills, 3 treatment, recovery and disposal facilities, 22 treatment, storage and disposal facilities (TSDF), 6 salt water disposal wells, 12 deep injection wells, and 1 polymer center.
We operate across the United States and Canada through 367 collection operations, 248 transfer stations, 75 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 14 deep injection wells, and 1 polymer center.
These capabilities include – (1) customer zeal, (2) digital and (3) sustainability. Customer Zeal The goal of customer zeal is to drive customer loyalty by offering differentiated products and services specifically designed to meet our customers’ needs.
Differentiating Capabilities To effectively execute our strategic plan, we prioritize the development and investment in capabilities that will differentiate us in the marketplace. These capabilities include – (1) customer zeal, (2) digital and (3) sustainability. Customer Zeal The goal of customer zeal is to drive customer loyalty by offering differentiated products and services specifically designed to meet our customers’ needs.
Our focus on wellness also provides our employees with 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 employees Differentiating Capabilities To effectively execute our strategic plan, we prioritize the development and investment in capabilities that will differentiate us in the marketplace.
Our focus on wellness also provides our employees with 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 employees.
Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals (1) and our greenhouse gas reduction goal is aligned with The Paris Agreement. Each goal is aligned with one of the Company's elements of sustainability.
Our 2030 Sustainability Goals As we grow, so does our opportunity to make a meaningful, positive impact on the environment and society. Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals (1) and our greenhouse gas reduction goal is aligned with The Paris Agreement. Each goal is aligned with one of the Company's elements of sustainability.
We believe over time we have an opportunity to acquire operations and facilities from municipalities and other local governments as they seek to raise capital and/or reduce risk.
We also focus on growth through public-private partnerships, which include the recycling and waste operations and facilities of municipal and other local governments. We believe over time we have an opportunity to acquire operations and facilities from municipalities and other local governments as they seek to raise capital and/or reduce risk.
This modern technology provides our customer services employees with the tools and capabilities they need to provide better levels of service through a variety of communication channels. The standardized approach enhances the customer experience and provides us a platform to reduce the cost to service our customers.
To help ensure a consistent customer experience, we have invested in our customer service capabilities and our centralized Customer Experience function. This modern technology provides our customer services employees with the tools and capabilities they need to provide better levels of service through a variety of communication channels.
US Ecology is a leading provider of environmental solutions, offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste. For services that we don’t provide, we fulfill demand through our alliance partnerships while maintaining the customer facing relationship. To help ensure a consistent customer experience, we have invested in our customer service capabilities and our centralized Customer Experience function.
Our acquisitions of leading environmental 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 do not provide, we fulfill demand through our alliance partnerships while maintaining the customer facing relationship.
Digital The goal of prioritizing our digital capabilities is to allow us to provide a consistent experience across our business. We believe investments in our digital platforms enable our customers to do business with us through more channels and with better access to information, ultimately driving increased customer loyalty.
We believe investments in our digital platforms 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.
The Committee meets at least quarterly to be updated on progress and conducts a formal comprehensive review of the Company’s performance in these areas on an annual basis. Our 2030 Sustainability Goals As we grow, so does our opportunity to make a meaningful, positive impact on the environment and society.
Our Board of Directors’ Sustainability & Corporate Responsibility Committee has oversight responsibility with respect to our sustainability performance, our corporate responsibilities and our role as a socially responsible organization. The Committee meets at least quarterly to be updated on progress and conducts a formal comprehensive review of the Company’s performance in these areas on an annual basis.
Fleet Electrification We believe we are taking a leadership position in electric technology innovation for our recycling and waste collection fleet. This is a critical step toward reducing our environmental impact through lower fleet emissions. We believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities.
Additionally, communities using automated vehicles generally have higher participation rates in recycling programs, thereby complementing our initiative to expand our recycling capabilities. Fleet Electrification We believe we are taking a leadership position in electric technology innovation for our recycling and waste collection fleet. This is a critical step toward reducing our environmental impact through lower fleet emissions.
We undertake development projects when we believe there is a reasonable probability of success and where reasonably priced acquisition opportunities are not available.
Development projects, while generally less capital intensive than acquisitions, typically require extensive permitting efforts that can take years to complete with no assurance of success. We undertake development projects when we believe there is a reasonable probability of success and where reasonably priced acquisition opportunities are not available.
In October 2023, our Board of Directors approved a $3.0 billion share repurchase authorization effective starting January 1, 2024, and extending through December 31, 2026. Share repurchases under the current program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
Share repurchases under the current program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
Additionally, our MBA intern program, with 35 participants since 2019, introduces strong talent to the organization and is a path of opportunity into the GMAP program.
Additionally, our MBA intern program, with 51 participants since 2019, introduces strong talent to the organization and is a path of opportunity into the GMAP program. We have found that these programs and experiences help ensure that the next generation of leaders build the necessary skills and experiences to be successful in their roles today and in the future.
The Polymer Center is a vertical integration that will advance circularity for plastics and help us manage the plastics stream from curbside collection to delivery of recycled content for consumer packaging. The Polymer Center will enable us to produce food-grade drop-in substitutes for virgin plastics, while allowing us to expand recycling of plastics across North America.
Our Polymer 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.
(3) SBTi, or Science Based Targets initiative, is a collaboration between CDP, the United Nations Global Compact (UNGC), World Resources Institute (WRI) and the World Wide Fund for Nature (WWF). 8 Table of Contents Cash Utilization Strategy We take a consistent and balanced approach to capital allocation to drive long-term, sustainable value for our shareholders.
(2) Targets are relative to the 2017 baseline year. (3) SBTi, or Science Based Targets initiative, is a collaboration between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature. 8 Table of Contents (4) Interim target achieved early, in fiscal year 2023.
We are partnering with multiple manufacturers to pilot electric-powered recycling and waste trucks. As electric vehicle technology continues to develop, we expect to further deploy electrification to our fleet. Standardized Maintenance Based on an industry trade publication, we operate the fifth largest vocational fleet in the United States.
We believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities. We are partnering with multiple manufacturers to pilot electric-powered recycling and waste trucks. As electric vehicle technology continues to develop, we expect to further deploy electrification to our fleet.
We have found that these programs and experiences help ensure that the next generation of leaders build the necessary skills and experiences to be successful in their roles today and in the future. 6 Table of Contents We continue to leverage innovative training methods using mixed mediums to deliver trainings and instruction to our employees across the country.
We continue to leverage innovative training methods using mixed mediums to deliver trainings and instruction to our employees across the country.
Our elements, Safety, Talent, Climate Leadership and Communities, are deeply integrated into our business and anchor our ambitious 2030 sustainability goals. Our Board of Directors’ Sustainability & Corporate Responsibility Committee has oversight responsibility with respect to our sustainability performance, our corporate responsibilities and our role as a socially responsible organization.
We introduced our Elements of Sustainability, the foundation of our sustainability platform, in 2014. Our elements, Safety, Talent, Climate Leadership and Communities, are deeply integrated into our business and anchor our ambitious 2030 sustainability goals.
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Additionally, we seek opportunities to expand and permit new airspace at our existing landfills in order to replace airspace consumed. Development projects, while generally less capital intensive than acquisitions, typically require extensive permitting efforts that can take years to complete with no assurance of success.
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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.
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(US Ecology), a leading provider of environmental solutions, offering treatment, recycling and disposal of hazardous, non-hazardous and specialty waste. We also focus on growth through public-private partnerships, which include the recycling and waste operations and facilities of municipal and other local governments.
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In 2024, we commenced operation at our first Polymer Center in Las Vegas, Nevada, and completed construction at our Polymer Center in Indianapolis, Indiana. Our Polymer 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.
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Additionally, communities using automated vehicles generally have higher participation rates in recycling programs, thereby complementing our initiative to expand our recycling capabilities. 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.
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Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, recycling centers, transfer stations, TSDFs, deep well injection facilities, and landfills.
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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.
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As of December 31, 2024, we operated 52 electric collection vehicles and had 22 commercial scale electric charging facilities. Standardized Maintenance Based on an industry trade publication, we operate the third largest vocational fleet in the United States.
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Our approximately 41,000 full-time employees are a critical component in successfully executing our 5 Table of Contents strategy and running our operations.
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The standardized approach enhances the customer experience and provides us a platform to reduce the cost to service our customers.
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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.
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Digital The goal of prioritizing our digital capabilities is to allow us to provide a consistent experience across our business.
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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.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

46 edited+9 added−6 removed124 unchanged
Biggest changeAlthough we have entered into hedging agreements to help offset volatility in recycled commodity prices in the past, we may not enter into these agreements in the future. 22 Table of Contents Acute and chronic weather events, including those brought about by climate change, may adversely impact our operations and increase the costs of collection, transfer, disposal and other environmental services we provide.
Biggest changeAcute and chronic weather events, including those brought about by climate change, may adversely impact our operations and increase the costs of collection, transfer, disposal and other environmental services we provide. Our operations could be adversely impacted by extreme weather events, changing weather patterns and rising mean temperature and sea levels, some of which we are already experiencing.
In addition, weakness in the economy may cause other customers, including our large national accounts, or industrial or environmental services clients, to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. This could negatively impact our consolidated financial condition, results of operations and cash flows.
In addition, weakness in the economy may cause other customers, including our large national accounts, or industrial or other environmental services clients, to suffer financial difficulties and ultimately to be unable or unwilling to pay amounts owed to us. This could negatively impact our consolidated financial condition, results of operations and cash flows.
Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are: • general economic and market conditions, including inflation and changes in fuel, interest rates, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk; • fluctuations in prices for recycled commodities that we sell to customers; • whether our estimates and assumptions concerning critical accounting issues are correct or appropriate, including estimates and assumptions concerning selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions and labor, fuel rates and economic and inflationary trends; • competition and demand for services in the environmental services industry; • price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume; • our ability to manage growth and execute our growth strategy; • our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills and other facilities; • the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements; • our ability to retain our investment grade ratings for our debt; • our dependence on key personnel; • our dependence on large, long-term collection, transfer and disposal contracts; • the capital intensive nature of our business, which may consume cash in excess of cash flow from operations; • exposure to liabilities or losses, to the extent not adequately covered by insurance, which could result in substantial expenses; • risks associated with undisclosed liabilities of acquired businesses; 20 Table of Contents • risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body; • severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations; • compliance with existing and future legal and regulatory requirements, including changes relating to PFAS and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures; • our ability to achieve reduction in our greenhouse gas emissions and our other sustainability goals; • safety and operational risks, including the risk of personal injury to our employees or third parties; • potential increases in our costs if we are required to provide additional funding to any multiemployer pension plan to which we contribute or if a withdrawal event (including our voluntary withdrawal, which we consider from time to time, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan) occurs with respect to any such plan; • the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages; • the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills; • changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies; • the impact of United States and international tax laws and regulations on our business; • risks related to interruptions and breaches of our information technology systems that could adversely affect, or temporarily disable, all or a portion of our operations or have a negative effect on our infrastructure; • the negative impact that a cyber-security incident could have on our business and our relationships with customers and employees; and • acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism and the impact of these acts on economic, financial and social conditions in the United States.
Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are: • general economic and market conditions, including inflation and changes in fuel, interest rates, 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; • fluctuations in prices for recycled commodities that we sell to customers; • whether our estimates and assumptions concerning critical accounting issues are correct or appropriate, including estimates and assumptions concerning selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions and labor, fuel rates and economic and inflationary trends; • competition and demand for services in the environmental services industry; 20 Table of Contents • price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume; • our ability to manage growth and execute our growth strategy; • our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills and other facilities; • the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements; • our ability to retain our investment grade ratings for our debt; • our dependence on key personnel; • our dependence on large, long-term collection, transfer and disposal contracts; • the capital intensive nature of our business, which may consume cash in excess of cash flow from operations; • exposure to liabilities or losses, to the extent not adequately covered by insurance, which could result in substantial expenses; • risks associated with undisclosed liabilities of acquired businesses; • risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body; • severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations; • compliance with existing and future legal and regulatory requirements, including changes relating to PFAS and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures; • our ability to achieve reduction in our greenhouse gas emissions and our other sustainability goals; • safety and operational risks, including the risk of personal injury to our employees or third parties; • potential increases in our costs if we are required to provide additional funding to any multiemployer pension plan to which we contribute or if a withdrawal event (including our voluntary withdrawal, which we consider from time to time, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan) occurs with respect to any such plan; • the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages; • the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills; • changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies; • the impact of United States and international tax laws and regulations on our business; • risks related to interruptions and breaches of our information technology systems that could adversely affect, or temporarily disable, all or a portion of our operations or have a negative effect on our infrastructure; • the negative impact that a cyber-security incident could have on our business and our relationships with customers and employees; and • acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism and the impact of these acts on economic, financial and social conditions in the United States.
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 $10 million. Accordingly, a substantial rise or drop in recycled commodity prices could materially affect our revenue and operating income.
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 $11 million. Accordingly, a substantial rise or drop in recycled commodity prices could materially affect our revenue and operating income.
Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion 27 Table of Contents 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.
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.
In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components in order to service them, negatively impacts our ability to provide services. A weak or volatile economy may result in decrea ses in volumes, which adversely affects our revenues.
In particular, disruption of the labor market and supply chains related to vehicles, especially trucks and the mechanical and electrical components necessary to service them, negatively impacts our ability to provide services. A weak or volatile economy may result in decrea ses in volumes, which adversely affects our revenues.
We could underestimate such accruals. Such shortfalls could result in significant unanticipated charges to income. Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments. We are engaged in 76 landfill gas-to-energy and other renewable energy projects.
We could underestimate such accruals. Such shortfalls could result in significant unanticipated charges to income. Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments. We are engaged in 79 landfill gas-to-energy and other renewable energy projects.
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 $36 million. A substantial rise or drop in fuel costs could materially affect our revenue and cost of operations.
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 $38 million. A substantial rise or drop in fuel costs could materially affect our revenue and cost of operations.
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 24 Table of Contents 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 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 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.
Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows. In 2023, approximately 82% of our recycling center volume was fiber based and included OCC, ONP and other mixed paper.
Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows. In 2024, approximately 82% of our recycling center volume was fiber-based and included OCC, ONP and other mixed paper.
If our capping, closure, post-closure or remediation costs exceed the amounts accrued, or if such accruals are required to be accelerated, this could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. 23 Table of Contents Alternatives to landfill disposal could reduce our disposal volumes and cause our revenues and operating results to decline.
If our capping, closure, post-closure or remediation costs exceed the amounts accrued, or if such accruals are required to be accelerated, this could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. Alternatives to landfill disposal could reduce our disposal volumes and cause our revenues and operating results to decline.
In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide.
In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, 30 Table of Contents depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide.
From time to time, our competitors reduce their prices in an effort to expand their market share. Contractual, general economic or market-specific conditions also may limit our ability to 29 Table of Contents raise prices. For example, many of our contracts have price adjustment provisions that are tied to an index such as the consumer price index.
From time to time, our competitors reduce their prices in an effort to expand their market share. Contractual, general economic or market-specific conditions also may limit our ability to raise prices. For example, many of our contracts have price adjustment provisions that are tied to an index such as the consumer price index.
Fluctuations in prices for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows. We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties.
Fluctuations in prices for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows. 22 Table of Contents We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties.
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, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.
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, international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.
If our 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.
If our union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of 24 Table of Contents 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.
Efforts to curtail the emission of greenhouse gases and to ameliorate the effects of climate change continue to progress. Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, carbon dioxide, which also is a greenhouse gas.
Efforts to curtail the emission of greenhouse gases and to ameliorate the effects of climate change continue to progress. Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, 25 Table of Contents carbon dioxide, which also is a greenhouse gas.
As we assume more risk for insurance through higher retention levels, we may experience more variability in our insurance reserves and expense. Despite our efforts, we may incur additional liability under environmental laws in excess of amounts presently known and accrued.
As we assume more risk for insurance through higher retention levels, we may experience more variability in our insurance reserves and expense. 26 Table of Contents Despite our efforts, we may incur additional liability under environmental laws in excess of amounts presently known and accrued.
If any of these factors force us to alter our growth strategy, our growth prospects could be adversely affected. 28 Table of Contents Businesses we acquire may have undisclosed liabilities. Our due diligence investigations of acquisition candidates may fail to discover certain undisclosed liabilities.
If any of these factors force us to alter our growth strategy, our growth prospects could be adversely affected. Businesses we acquire may have undisclosed liabilities. Our due diligence investigations of acquisition candidates may fail to discover certain undisclosed liabilities.
Also, the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs.
Also, the 29 Table of Contents regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs.
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, disrupt our supply chain, delay the development of landfill capacity, or reduce the volume of material generated by our customers.
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, result in asset impairment, disrupt our supply chain, delay the development of landfill capacity, or reduce the volume of material generated by our customers.
As of December 31, 2023, we had approximately $13 billion in principal value of debt and finance leases outstanding.
As of December 31, 2024, we had approximately $13 billion in principal value of debt and finance leases outstanding.
We may not be able to find and train qualified personnel, or do so on a timely basis, or to expand or otherwise modify our operations and systems to the extent, and in the time, required. We may be unable to execute our acquisition growth strategy.
We may not be able to find and train qualified personnel, or do so on a timely basis, or to expand or otherwise modify our operations and systems to the extent, and in the time, required. 28 Table of Contents We may be unable to execute our acquisition growth strategy.
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 21 Table of Contents expectations that permit them to reduce their prices in order to win a contract.
For example, we may not be the successful bidder, we may need to lower our price in order to win or retain a contract, and our competitors may have lower financial expectations that permit them to reduce their prices in order to win a contract.
We may be subject to work stoppages and other workforce effects, which could increase our operating costs and disrupt our operations. As of December 31, 2023, approximately 23% of our workforce was covered by collective bargaining agreements.
We may be subject to work stoppages and other workforce effects, which could increase our operating costs and disrupt our operations. As of December 31, 2024, approximately 22% of our workforce was covered by collective bargaining agreements.
Complying with new accounting rules, laws or regulations, such as, for example, those related to our asset retirement obligations and environmental liabilities, could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods.
Complying with new accounting rules, laws or regulations, such as, for example, those related to our asset retirement obligations and environmental liabilities, could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods. In September 2024, the U.S.
We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation obligations. We could underestimate such costs and our financial obligations for capping, closure, post-closure or remediation costs could exceed the amounts accrued or amounts otherwise receivable pursuant to trust funds established for this purpose.
We could underestimate such costs and our financial obligations for capping, closure, post-closure or remediation costs could exceed the amounts accrued or amounts otherwise receivable pursuant to trust funds established for this purpose.
If we do not comply with these covenants, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital. We may be unable to maintain our credit ratings or execute our financial strategy.
If we do not comply with these covenants, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital.
Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt. The credit rating process is contingent upon a number of factors, many of which are beyond our control. We may not be able to maintain our investment grade ratings in the future.
We may be unable to maintain our credit ratings or execute our financial strategy. 27 Table of Contents Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt. The credit rating process is contingent upon a number of factors, many of which are beyond our control.
In a separate action finalized that same day, the EPA issued updates to its 1996 Emission Guidelines to reduce emissions of landfill gas from existing active landfills. As part of the Biden Administration focus on climate change, the EPA has taken further steps to implement these regulations.
In a separate action finalized that same day, the EPA issued updates to its 1996 Emission Guidelines to reduce emissions of landfill gas from existing active landfills. The EPA has taken further steps to implement these regulations.
For example, the EPA has indicated it is considering listing certain PFAS as hazardous substances under CERCLA, which if finalized could trigger additional obligations or liabilities under CERCLA or other laws and regulations.
For example, the EPA in 2024 listed two PFAS as hazardous substances under CERCLA, and has indicated it is considering listing additional PFAS as hazardous substances under CERCLA, which could trigger additional obligations or liabilities under CERCLA or other laws and regulations.
For additional discussion and detail regarding multiemployer pension plans see Note 12, Employee Benefit Plans, of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional discussion and detail regarding multiemployer pension plans see Note 12, Employee Benefit Plans, of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. Risks Related to Our Growth Strategy We may be unable to manage our growth effectively.
Due to contractual or market factors, we may not be able to offset increased fuel costs resulting from such volatility through fuel recovery fees. Our fuel costs were $541.6 million in 2023, or 3.6% of revenue, compared to $631.1 million in 2022, or 4.7% of revenue.
Due to contractual or market factors, we may not be able to offset increased fuel costs resulting from such volatility through fuel recovery fees. Our fuel costs were $470 million in 2024, or 2.9% of revenue, compared to $542 million in 2023, or 3.6% of revenue.
The carbon levy on fuel is administered by the Canada Revenue Agency and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations. As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $170 per ton by 2030.
The carbon levy on fuel is administered by the Canada Revenue Agency and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations.
You should not place undue reliance on any forward-looking statement.
You should not place undue reliance on any forward- 21 Table of Contents looking statement.
If we were unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.
We may not be able to maintain our investment grade ratings in the future. If we were unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.
To continue our growth, we may need to add administrative, managerial and other personnel, and may need to make additional investments in operations and systems.
Our growth strategy places significant demands on our financial, operational and management resources. To continue our growth, we may need to add administrative, managerial and other personnel, and may need to make additional investments in operations and systems.
Further, we undertake remediation activities at some of our solid waste facilities. We have significant financial obligations relating to capping, closure, post-closure and remediation costs at our existing owned or operated landfills, and will have material financial obligations with respect to any future owned or operated landfills.
We have significant financial obligations relating to capping, closure, post-closure and remediation costs at our existing owned or operated landfills, and will have material financial obligations with respect to any future owned or operated landfills. We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation obligations.
These standards and further federal efforts to curtail greenhouse gas emissions and to increase the fuel efficiency of light-duty and heavy-duty vehicles could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. 25 Table of Contents With regard to greenhouse gas emissions from our landfills, on July 14, 2016, the EPA issued amendments to its regulations that require large landfills that commenced construction, reconstruction or modification on or after July 17, 2014 to capture additional landfill gas to reduce emissions of methane and certain non-methane gases, which are recognized as greenhouse gases.
With regard to greenhouse gas emissions from our landfills, on July 14, 2016, the EPA issued amendments to its regulations that require large landfills that commenced construction, reconstruction or modification on or after July 17, 2014 to capture additional landfill gas to reduce emissions of methane and certain non-methane gases, which are recognized as greenhouse gases.
Our operations could be adversely impacted by extreme weather events, changing weather patterns and rising mean temperature and sea levels, some of which we are already experiencing. For example, we have operations in multiple states that are affected by hurricanes and we have seen the impact of storms and associated flooding in our day-to-day operations and our infrastructure.
For example, we have operations in multiple states that are affected by hurricanes and/or wildfires, and we have seen the impact of storms and associated flooding or other damage in our day-to-day operations and to our infrastructure. Changing weather patterns and rising temperatures are expected to result in more severe heat waves, fires, storms and other extreme weather events.
Further, the possible outcomes or resolutions to these matters could include adverse judgments, fines or settlements, any of which could require substantial payments and adversely affect our consolidated financial condition, results of operations and cash flows. 26 Table of Contents For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage.
For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage.
In addition, we may have to dispose collected waste at landfills operated by our competitors or haul the waste long distances at a higher cost to one of our other landfills, either of which could significantly increase our waste disposal costs.
In addition, we may have to transport and dispose collected waste at facilities operated by our competitors or haul the waste long distances at a higher cost to one of our other facilities, either of which could significantly increase our waste transportation and disposal costs. 23 Table of Contents If we do not appropriately estimate landfill capping, closure, post-closure and remediation costs, our consolidated financial condition and results of operations may be adversely affected.
In addition, adverse weather conditions 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, 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.
If we do not appropriately estimate landfill capping, closure, post-closure and remediation costs, our consolidated financial condition and results of operations may be adversely affected. A landfill must be closed and capped, and post-closure maintenance commenced, once the landfill's permitted capacity is reached and additional capacity is not authorized.
A landfill must be closed and capped, and post-closure maintenance commenced, once the landfill's permitted capacity is reached and additional capacity is not authorized. Further, we undertake remediation activities at some of our solid waste facilities.
With respect to our light- and heavy-duty vehicle fleet, the EPA has finalized regulations limiting greenhouse gas emissions and increasing fuel economy standards. The EPA and the NHTSA have finalized such regulations applicable to light-duty vehicles through model year 2025.
With respect to our light- and heavy-duty vehicle fleet, the EPA has issued regulations limiting greenhouse gas emissions and increasing fuel economy standards. 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.
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. For further discussion, see Item 1. Business – Regulation – Federal Regulation – The Clean Air Act , in this Annual Report on Form 10-K.
For further discussion, see Item 1. Business – Regulation – Federal Regulation – The Clean Air Act , in this Annual Report on Form 10-K.
Removed
Changing weather patterns and rising temperatures are expected to result in more severe heat waves, fires, storms and other extreme weather events.
Added
Although we have entered into hedging agreements to help offset volatility in recycled commodity prices in the past, we do not have any such hedging agreements currently, and we may not enter into these agreements in the future.
Removed
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.
Added
These standards and further federal efforts to curtail greenhouse gas emissions and to increase the fuel efficiency of light-duty and heavy-duty vehicles could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.
Removed
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.
Added
As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $95 per ton on April 1, 2025 and to $170 per ton by 2030. 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.
Removed
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.
Added
Further, the possible outcomes or resolutions to these matters could include adverse judgments, fines or settlements, any of which could require substantial payments and adversely affect our consolidated financial condition, results of operations and cash flows.
Removed
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.
Added
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.
Removed
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. Risks Related to Our Growth Strategy We may be unable to manage our growth effectively. Our growth strategy places significant demands on our financial, operational and management resources.
Added
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).
Added
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.
Added
In response, we have both submitted comments and testified at an IRS hearing to address our concerns.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

5 edited+1 added−1 removed11 unchanged
Biggest changeCybersecurity training and employee phishing simulations; c. Scheduled and ad hoc internal and external penetration tests; d. Cyber incident response, IT disaster recovery, and business continuity plans; e. Cybersecurity assessments and remediation planning as part of our M&A due diligence process; f. Identity and access management controls; g.
Biggest changeOur Cybersecurity organization proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to: a. A formal enterprise-wide cybersecurity policy and related standards; b. Cybersecurity training and employee phishing simulations; c. Scheduled and ad hoc internal and external penetration tests; d. Cyber incident response, IT disaster recovery, and business continuity plans; e.
For control maturity, our cybersecurity program is aligned to the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and is assessed annually by an independent third party against our yearly control maturity targets in the context of current cyber threat and industry trends.
For control maturity, our cybersecurity program is aligned to the National Institute of Standards and Technology Cybersecurity Framework (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.
The monthly SecOps reviews and related actions are aggregated into a subset of key metrics reviewed quarterly by the Audit Committee. Cybersecurity Governance Our Audit Committee oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.
The monthly SecOps reviews and related actions are aggregated into a subset of key metrics reviewed quarterly by the Audit Committee. Cybersecurity Governance 31 Table of Contents Our Audit Committee oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.
Third-party risk assessment and management for vendors and third-party service providers; and h. Cyber incident tabletop exercises for our Board of Directors and management. A primary element of our cybersecurity program is the implementation of controls that are aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets.
A primary element of our cybersecurity program is the implementation of controls that are aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets.
Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework.
Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework. Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis.
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Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis. 30 Table of Contents Our Cybersecurity organization proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to: a. A formal enterprise-wide cybersecurity policy and related standards; b.
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Cybersecurity assessments and remediation planning as part of our M&A due diligence process; f. Identity and access management controls; g. Third-party risk assessment and management for vendors and third-party service providers; and h. Cyber incident tabletop exercises for our Board of Directors and management.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs of December 31, 2023, we operated across the United States and Canada through 364 collection operations, 246 transfer stations, 74 recycling centers, 207 active landfills, 3 treatment, recovery and disposal facilities, 22 treatment, storage and disposal facilities (TSDF), 6 salt water disposal wells and 12 deep injection wells.
Biggest changeAs of December 31, 2024, we operated across the United States and Canada through 367 collection operations, 248 transfer stations, 75 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 23 TSDFs, 5 salt water disposal wells, 14 deep injection wells and 1 polymer center.
In the aggregate, our active solid waste landfills total 118,010 acres, including 40,659 permitted acres. 31 Table of Contents We are engaged in 76 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 126 closed landfills. We believe that our property and equipment are adequate for our current needs.
In the aggregate, our active solid waste landfills total 118,938 acres, including 41,158 permitted acres. We are engaged in 79 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills. We believe that our property and equipment are adequate for our current needs.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeLegal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1,000,000 or More Item 103 of the SEC's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions will not equal or exceed a threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition.
Biggest changeIf we had used the high ends of such ranges, our aggregate potential liability would be approximately $6 million higher than the amount recorded as of December 31, 2024. 32 Table of Contents Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1,000,000 or More Item 103 of the SEC's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions will not equal or exceed a threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition.
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 $485.4 million at December 31, 2023 and which are discussed in Note 8, Landfill and Environmental Costs, to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K .
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 $447 million at December 31, 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 determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement. ITEM 4. MINE SAFETY DISCLOSURES None. 32 Table of Contents PART II ITEM 5.
We have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement. ITEM 4. MINE SAFETY DISCLOSURES None. 33 Table of Contents PART II ITEM 5.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the three months ended December 31, 2023. 33 Table of Contents Performance Graph The following graph compares the performance of our common stock to the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Dow Jones Waste & Disposal Services Index (DJ W&DS Index).
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the three months ended December 31, 2024. 34 Table of Contents Performance Graph The following graph compares the performance of our common stock to the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Dow Jones Waste & Disposal Services Index (DJ W&DS Index).
We accrue for legal proceedings when losses become probable and reasonably estimable. We have recorded an aggregate accrual of approximately $18 million relating to our outstanding legal proceedings as of December 31, 2023.
We accrue for legal proceedings when losses become probable and reasonably estimable. We have recorded an aggregate accrual of approximately $13 million relating to our outstanding legal proceedings as of December 31, 2024.
The graph covers the period from December 31, 2018 to December 31, 2023 and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, 2018 and that all dividends were reinvested.
The graph covers the period from December 31, 2019 to December 31, 2024 and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, 2019 and that all dividends were reinvested.
As of December 31, 2023, we were in compliance with those financial covenants.
As of December 31, 2024, we were in compliance with those financial covenants.
There were 490 holders of record of our common stock at February 13, 2024, which does not include beneficial owners for whom Cede & Co. or others act as nominees. In January 2024, our Board of Directors declared a regular quarterly dividend of $0.535 per share for shareholders of record on January 2, 2024.
There were 460 holders of record of our common stock at February 6, 2025, which does not include beneficial owners for whom Cede & Co. or others act as nominees. In January 2025, our Board of Directors declared a regular quarterly dividend of $0.580 per share for shareholders of record on January 2, 2025.
As of December 31, 2023, there were no 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 2020 authorization.
As of December 31, 2024, there were 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 2023 authorization.
(c) Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees.
(c) Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees. (d) Excludes a 1% excise tax imposed by the Inflation Reduction Act.
Issuer Purchases of Equity Securities The following table provides information relating to our purchases of shares of our common stock during the three months ended December 31, 2023: Total Number of Shares Purchased (a) Average Price Paid per Share (a) (d) Total Number of Shares Purchased as Part of Publicly Announced Program (b) Dollar Value of Shares that May Yet Be Purchased Under the Program (c) (d) 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 (a) 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.
Issuer Purchases of Equity Securities The following table provides information relating to our purchases of shares of our common stock during the three months ended December 31, 2024: Total Number of Shares Purchased (a) Average Price Paid per Share (a) (d) Total Number of Shares Purchased as Part of Publicly Announced Program (b) Dollar Value of Shares that May Yet Be Purchased Under the Program (c) (d) 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 (a) In October 2023, our Board of Directors approved a $3 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026.
In October 2023, our Board of Directors approved a $3.0 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
Indexed Returns for the Years Ended December 31, 2018 2019 2020 2021 2022 2023 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 Note: Prepared by Zacks Investment Research, Inc.
Indexed Returns for the Years Ended December 31, 2019 2020 2021 2022 2023 2024 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 Note: Prepared by Zacks Investment Research, Inc.
Removed
If we had used the high ends of such ranges, our aggregate potential liability would be approximately $11 million higher than the amount recorded as of December 31, 2023.
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(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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 32 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 33 Item 6. [Reserved] 34 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 35 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 61 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAt 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 $10 million. 11 Table of Contents In certain instances, we issue recycling rebates to our municipal or large-container customers, which can be based on the price we receive upon the final sale of recycled commodities, a fixed contractual rate or other measures.
Biggest changeIn certain instances, we issue recycling rebates to our municipal or large-container customers, which can be based on the price we receive upon the final sale of recycled commodities, a fixed contractual rate or other measures. We also receive rebates when we dispose of recycled commodities at third-party processing facilities.
Our residential collection business involves the curbside collection of material for transport to transfer stations, or directly to landfills, recycling centers, or organics processing facilities. We typically perform residential collection services under contracts with municipalities, which we generally secure through competitive bids, which give us exclusive rights to service all or a portion of the homes in the municipalities.
Our residential collection business involves the curbside collection of material for transport to transfer stations, or directly to recycling centers, organics processing facilities, or landfills. We typically perform residential collection services under contracts with municipalities, which we generally secure through competitive bids, which give us exclusive rights to service all or a portion of the homes in the municipalities.
A decrease in regulation may lower barriers to entry for our competitors. Further, we compete with counties and municipalities that operate their own collection and disposal facilities, have the benefits of tax revenue and greater opportunities for tax-exempt financing. We strive to conduct our operations in compliance with applicable laws, regulations and permits.
A decrease in regulation may lower barriers to entry for our competitors. Further, we compete with counties and municipalities that operate their own collection and disposal facilities, and have the benefits of tax revenue and greater opportunities for tax-exempt financing. We strive to conduct our operations in compliance with applicable laws, regulations and permits.
The facility is expected to produce more than 100 million pounds per year of recycled plastic, including 100% post-consumer PET flake delivered to the food-grade marketplace to enable bottle-to-bottle circularity. In addition, HDPE and PP packaging such as detergent jugs or butter tubs, which today are collected in multicolored bundles, can be separated by plastic type and color.
Each facility is expected to produce more than 100 million pounds per year of recycled plastic, including 100% post-consumer PET flake delivered to the food-grade marketplace to enable bottle-to-bottle circularity. In addition, HDPE and PP packaging such as detergent jugs or butter tubs, which today are collected in multicolored bundles, can be separated by plastic type and color.
See Item 1A, Risk Factors – Regulation of greenhouse gas emissions and other governmental regulations could impose costs on our operations, the magnitude of which is difficult to estimate , in this Annual Report on Form 10-K. In addition, our vehicle fleet also may become subject to higher efficiency standards or other carbon-emission restrictions.
See Item 1A, Risk Factors – Regulation of greenhouse gas emissions and other governmental regulations could impose costs on our operations, the magnitude of which is difficult to estimate , in this Annual Report on Form 10-K. In addition, our vehicle fleet may become subject to higher efficiency standards or other carbon-emission restrictions.
We typically perform the collection services under one- to three-year service agreements, and fees are determined based on a number of factors including the market, collection frequency, type of equipment furnished, type and volume or weight of the material collected, transportation costs and the cost of disposal.
We typically perform the collection services under one- to three-year service agreements, and fees are determined based on a number of factors including the market, collection frequency, type of equipment furnished, type and volume or weight of the material collected, transportation costs and the cost of processing or disposal.
Canadian Hazardous Waste Regulation Certain of our Group 3 operations and facilities are subject to, among other regulations, Canadian hazardous waste regulations. The Canadian federal government regulates issues within federal jurisdiction, including activities that cross provincial boundaries or affect Canada’s relations with other nations.
Canadian Waste Regulation Certain of our Group 3 operations and facilities are subject to, among other regulations, Canadian hazardous and non-hazardous waste regulations. The Canadian federal government regulates issues within federal jurisdiction, including activities that cross provincial boundaries or affect Canada’s relations with other nations.
We recycle, treat and dispose of hazardous and non-hazardous industrial wastes. The waste handled include substances which are classified as “hazardous” because of their corrosive, ignitable, reactive or toxic properties and other wastes subject to federal, state and provincial environmental regulation.
We recycle, treat and dispose of hazardous and non-hazardous industrial wastes. The waste streams handled include substances which are classified as “hazardous” because of their corrosive, ignitable, reactive or toxic properties and other wastes subject to federal, state and provincial environmental regulation.
The Canadian provinces also have jurisdiction over environmental matters within their respective boundaries, including primary responsibility for regulation and management of hazardous waste. The main federal laws governing hazardous waste management are the Canadian Environmental Protection Act, 1999 (CEPA) and the Transportation of Dangerous Goods Act, 1992.
The Canadian provinces also have jurisdiction over environmental matters within their respective boundaries, including primary responsibility for regulation and management of hazardous and non-hazardous waste. The main federal laws governing waste management are the Canadian Environmental Protection Act, 1999 (CEPA) and the Transportation of Dangerous Goods Act, 1992.
We also are producing renewable energy at our landfills through solar projects we host at eight sites, which generate clean electricity for local communities. Other Services Other revenue consists primarily of National Accounts revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling services are subcontracted to local operators.
We also are producing renewable energy at our landfills through solar projects we host at six sites, which generate clean electricity for local communities. Other Services Other revenue consists primarily of National Accounts revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling services are subcontracted to local operators.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for repurchase authority remaining as of December 31, 2023. Shareholder Value We are committed to creating long-term shareholder value by generating consistent earnings and cash flow growth while continually improving returns on invested capital.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for repurchase authority remaining as of December 31, 2024. Shareholder Value We are committed to creating long-term shareholder value by generating consistent earnings and cash flow growth while continually improving returns on invested capital.
Hazardous waste transporters are required to hold permits to operate under the provincial statutes and regulations and are also subject to safety documentation and reporting requirements under provincial law and the federal Transportation of Dangerous Goods Act, 1992. Maritime Regulations Our Group 3 operations own and use 37 vessels registered under the United States flag.
Hazardous waste transporters are required to hold permits to operate under the provincial statutes and regulations and are also subject to safety documentation and reporting requirements under provincial law and the federal Transportation of Dangerous Goods Act, 1992. Maritime Regulations Our Group 3 operations own and use 63 vessels registered under the United States flag.
Other governments may enact similar regulations in the future. These regulations may cause a decline in volumes of waste delivered to our landfills or transfer stations and may increase our costs of disposal, thereby adversely affecting our operations and our financial results. We are engaged in 76 landfill gas-to-energy and other renewable energy projects.
Other governments may enact similar regulations in the future. These regulations may cause a decline in volumes of waste delivered to our landfills or transfer stations and may increase our costs of disposal, thereby adversely affecting our operations and our financial results. We are engaged in 79 landfill gas-to-energy and other renewable energy projects.
The Blue Polymers facilities will utilize recycled HDPE and PP from our Polymer Centers to create custom recycled resins for consumer packaging and other applications. The process is expected to convert HDPE and PP into fully formulated products for use in both food-grade and non-food-grade sustainable applications.
The Blue Polymers facilities will utilize the color-sorted recycled HDPE and PP from our Polymer Centers to create custom recycled resins for consumer packaging and other applications. The process is expected to convert recycled HDPE and PP into fully formulated products for use in both food-grade and non-food-grade sustainable applications.
In addition, states may adopt groundwater protection programs under the Clean Water Act or the Safe Drinking Water Act that could affect the manner in which our landfills monitor and control their waste management activities. 15 Table of Contents Furthermore, if development at any of our facilities alters or affects wetlands, we may be required to secure permits before such development starts.
In addition, states may adopt groundwater protection programs under the Clean Water Act or the Safe Drinking Water Act that could affect the manner in which our landfills monitor and control their waste management activities. Furthermore, if development at any of our facilities alters or affects wetlands, we may be required to secure permits before such development starts.
The fees received for subscription residential collection are based primarily on the market, collection frequency, type of service, the distance to the disposal facility and the cost of disposal. In general, subscription residential collection fees are paid quarterly in advance by the customers receiving the service.
The fees received for subscription residential collection are based primarily on the market, collection frequency, type of service, the distance to the disposal facility and the cost of processing or disposal. In general, subscription residential collection fees are paid quarterly in advance by the customers receiving the service.
In addition, we cooperate with and support initiatives at the federal and state level in support of legislation that encourages sustainable practices including the production and use of renewable, low-carbon fuels and electricity and the processing of recyclables and organics. We have long been a leader in sustainability as it relates to environmental services and strive to maintain this reputation.
In addition, we cooperate with and support initiatives at the federal and state level that encourage sustainable practices including the production and use of renewable, low-carbon fuels and electricity and the processing of recyclables and organics. We have long been a leader in sustainability as it relates to environmental services and strive to maintain this reputation.
While we believe the amount of insurance is appropriate for our type of business, such insurance may not be adequate, in scope or amount, in the event of a major loss, and we may be exposed to uninsured liabilities that could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
While we believe the amount of insurance is appropriate for our type of business, 19 Table of Contents such insurance may not be adequate, in scope or amount, in the event of a major loss, and we may be exposed to uninsured liabilities that could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
Bales has been with Republic for over 20 years, serving as Executive Vice President, Business Development from December 2008 to February 2015 and Vice President, Corporate Development from 1998 to December 2008. Prior to his time at Republic, Mr.
Bales has been with Republic for over 25 years, serving as Executive Vice President, Business Development from December 2008 to February 2015 and Vice President, Corporate Development from 1998 to December 2008. Prior to his time at Republic, Mr.
As a result of retaining experienced managers with extensive knowledge of and involvement in their local communities, we are proactive in anticipating customers’ needs and adjusting to changes in our markets. We also seek to implement the best practices of our various business units throughout our operations to continue improving our operations and our operating margins.
As a result of retaining experienced managers with extensive knowledge of and involvement in their local 10 Table of Contents communities, we are proactive in anticipating customers’ needs and adjusting to changes in our markets. We also seek to implement the best practices of our various business units throughout our operations to continue improving our operations and our operating margins.
Products are expected to include custom-blended and compounded materials for individual customers to help them achieve their sustainability goals and comply with federal, state or local requirements for recycled content. Decarbonization Our customers are increasingly looking for decarbonization solutions, and Republic is leveraging our network of landfills to meet that need.
Products are expected to include custom-blended and compounded materials for individual customers to help them achieve their sustainability goals and comply with federal, state or local requirements for recycled content. 13 Table of Contents Decarbonization Our customers are increasingly looking for decarbonization solutions, and Republic is leveraging our network of landfills to meet that need.
Additionally, laws and regulations restricting the disposal of certain waste in solid waste landfills, including yard waste, food waste, newspapers, beverage containers, unshredded tires, 16 Table of Contents lead-acid batteries, electronic wastes and household appliances, have been adopted in several states and are being considered in others.
Additionally, laws and regulations restricting the disposal of certain waste in solid waste landfills, including yard waste, food waste, newspapers, beverage containers, unshredded tires, lead-acid batteries, electronic wastes and household appliances, have been adopted in several states and are being considered in others.
Brummer served as Senior Vice President, Operations from June 2019 to August 2023 where he was responsible for maximizing field performance, ensuring superior service delivery, executing the operating plan, and achieving financial and 9 Table of Contents operational results across the Company. Mr. Brummer joined the Company in January 2014 as Area President, a role he held until June 2019.
Brummer served as Senior Vice President, Operations from June 2019 to August 2023 where he was responsible for maximizing field performance, ensuring superior service delivery, executing the operating plan, and achieving financial and operational results across the Company. Mr. Brummer joined the Company in January 2014 as Area President, a role he held until June 2019.
Prior to joining the Company, Mr. Brummer was a Regional Vice President as well as General Manager at BlueLinx Corporation and held various leadership positions at Georgia Pacific Corporation. Brian DelGhiaccio was named Executive Vice President, Chief Financial Officer in June 2020. Mr. DelGhiaccio has over 20 years of experience in a variety of roles of increasing responsibility.
Prior to joining the Company, Mr. Brummer was a Regional Vice President as well as General Manager at BlueLinx Corporation and held various leadership positions at Georgia Pacific Corporation. Brian DelGhiaccio was named Executive Vice President, Chief Financial Officer in June 2020. Mr. DelGhiaccio has over 25 years of experience with Republic in a variety of roles of increasing responsibility.
Our collection operations deposit material at these transfer stations, as do other private and municipal haulers, for compaction and transfer to disposal sites or recycling centers. Transfer stations provide collection operations with a cost-effective means to consolidate material and reduce transportation costs while providing our landfills with an additional mechanism to extend their geographic reach.
Our collection operations deposit material at these transfer stations, as do other private and municipal haulers, for compaction and transfer to disposal sites or recycling centers. 11 Table of Contents Transfer stations provide collection operations with a cost-effective means to consolidate material and reduce transportation costs while providing our landfills with an additional mechanism to extend their geographic reach.
These statutes and regulations regulate the generation, collection, characterization, documentation, transport, storage, treatment, recovery and disposal of hazardous wastes, establish the requirements for waste management facilities and waste transportation systems and govern actual or potential releases of contaminants in the environment, such as air emissions and soil, groundwater and surface water contamination issues.
These statutes and regulations regulate the generation, collection, characterization, documentation, transport, storage, treatment, recovery and disposal of hazardous and non-hazardous wastes, establish the requirements for waste management facilities and waste transportation systems and govern actual or potential releases of contaminants in the environment, such as air emissions and soil, groundwater 17 Table of Contents and surface water contamination issues.
Subject to limited exceptions, the Jones Act requires that vessels engaged in United States coastwise trade be owned and operated by United States citizens within the meaning of the Jones Act, be built in and 17 Table of Contents registered under the laws of the United States and manned by predominantly United States Citizen crews.
Subject to limited exceptions, the Jones Act requires that vessels engaged in United States coastwise trade be owned and operated by United States citizens within the meaning of the Jones Act, be built in and registered under the laws of the United States and manned by predominantly United States citizen crews.
We provide temporary collection services on a contractual basis with terms ranging from a single pickup to one-year or longer. Transfer Services We own or operate 246 transfer stations. Revenue at our transfer stations is primarily generated by charging tipping or disposal fees, which accounted for approximately 5% of our revenue during 2023.
We provide temporary collection services on a contractual basis with terms ranging from a single pickup to one-year or longer. Transfer Services We own or operate 248 transfer stations. Revenue at our transfer stations is primarily generated by charging tipping or disposal fees, which accounted for approximately 5% of our revenue during 2024.
We are investing in innovative recycling technology and have expanded our organics operations to help customers meet their diversion goals. We processed 1.1 million and sold 0.2 million tons of organic materials, respectively, from our recycling centers in 2023. Changing market demand for recycled commodities causes volatility in commodity prices.
We are investing in innovative recycling technology and have expanded our organics operations to help customers meet their diversion goals. We processed 1.1 million and sold 0.3 million tons of organic materials, respectively, from our recycling centers in 2024. Changing market demand for recycled commodities causes volatility in commodity prices.
Under the authority of CERCLA and its implementing regulations, detailed requirements apply to the manner and degree of investigation and remediation of facilities and sites where hazardous substances have been or are threatened to be released into the environment.
Under the authority of CERCLA and its implementing regulations, detailed requirements apply to the manner and degree of investigation and remediation of 15 Table of Contents facilities and sites where hazardous substances have been or are threatened to be released into the environment.
Approximately 82% of our total recycling center volume is fiber based and includes OCC, ONP and other mixed paper. During 2023, we processed and sold 2.0 million tons, excluding glass and organics, from our recycling centers. An additional 2.0 million tons were collected by us and delivered to third parties.
Approximately 82% of our total recycling center volume is fiber based and includes OCC, ONP and other mixed paper. During 2024, we processed and sold 2.1 million tons, excluding glass and organics, from our recycling centers. An additional 2.2 million tons were collected by us and delivered to third parties.
Bales serves on the Board of Directors of RB Global, Inc. Gregg Brummer was named Executive Vice President, Chief Operating Officer in August 2023. Prior to his current role, Mr.
Bales serves on the Board of Directors of RB Global, Inc. 9 Table of Contents Gregg Brummer was named Executive Vice President, Chief Operating Officer in August 2023. Prior to his current role, Mr.
Rigid plastics – polyethylene terephthalate (PET), high-density polyethylene (HDPE) and polypropylene (PP) – collected from residential and commercial customers and sorted at local recycling facilities will be delivered to the Polymer Center for secondary processing.
Rigid plastics – polyethylene terephthalate (PET), high-density polyethylene (HDPE) and polypropylene (PP) – collected from residential and commercial customers and sorted at local recycling facilities are delivered to the Polymer Center for secondary processing.
Various state and local government authorities have adopted, or are considering adopting, laws and regulations that would restrict the transportation of solid waste across state, county, or other jurisdictional lines.
Various state and local government authorities have adopted, or are considering adopting, laws and 18 Table of Contents regulations that would restrict the transportation of solid waste across state, county, or other jurisdictional lines.
Recycling Processing Services We own or operate 74 recycling centers. These centers generate revenue through the processing and sale of old corrugated containers (OCC), old newsprint (ONP), aluminum, glass and other materials, which accounted for approximately 2% of our total revenue during 2023.
Recycling Processing Services We own or operate 75 recycling centers. These centers generate revenue through the processing and sale of old corrugated containers (OCC), old newsprint (ONP), aluminum, glass and other materials, which accounted for approximately 2% of our total revenue during 2024.
The EPA and the NHTSA have developed fuel economy standards in two vehicle categories: (1) passenger automobiles and light-duty trucks (collectively, light-duty vehicles); and (2) heavy-duty trucks, including solid waste collection vehicles and tractor trailers. We own and operate vehicles in both categories.
The EPA and the NHTSA have developed fuel economy 16 Table of Contents standards in two vehicle categories: (1) passenger automobiles and light-duty trucks (collectively, light-duty vehicles); and (2) heavy-duty trucks, including solid waste collection vehicles and tractor trailers. We own and operate vehicles in both categories.
We provide essential environmental services in the communities we serve and our operations can be adversely affected by periods of inclement or severe weather and natural disasters, which could increase the volume of material collected under our existing contracts (without corresponding compensation), delay the collection and disposal of material, reduce the volume of material delivered to our disposal sites or delay the construction or expansion of our landfill sites and other facilities and may increase with the physical impacts of climate change.
We provide essential environmental services in the communities we serve and our operations can be adversely affected by periods of inclement or severe weather and natural disasters, which could increase the volume of material collected under our existing contracts (without corresponding compensation), delay the collection and disposal of material, reduce the volume of material delivered to our disposal sites or delay the construction or expansion of our landfill sites and other facilities.
We also operate recycling centers in markets where diversion of waste is a priority, customers are willing to pay for the service and we can earn an appropriate return on our investment. 10 Table of Contents Collection Services We provide residential, small-container and large-container collection services through 364 collection operations.
We also operate recycling centers in markets where diversion of waste is a priority, customers are willing to pay for the service and we can earn an appropriate return on our investment. Collection Services We provide residential, small-container and large-container collection services through 367 collection operations.
She has over 20 years of HR experience, including frontline, customer operations, culture transformation and M&A support. Ms. Rodriguez started her career in finance as a senior auditor for Arthur Andersen before moving to Dell as a financial analyst.
Rodriguez served as Senior Vice President, Global HR, for Dell Technologies. She has over 20 years of HR experience, including frontline, customer operations, culture transformation and M&A support. Ms. Rodriguez started her career in finance as a senior auditor for Arthur Andersen before moving to Dell as a financial analyst.
We are also subject to a number of safety, security and environmental laws and regulations, including the International Ship and Port Facility Security Code (ISPFS Code), an amendment to the International Convention for the Safety of Life at Sea (SOLAS) as implemented in the Maritime Transportation and Security Act of 2002 to align United States regulations with those of SOLAS and the ISPS Code.
We are also subject to a number of safety, security and environmental laws and regulations, including the Oil Pollution Act of 1990, CERCLA, the Clean Air Act, and the International Ship and Port Facility Security Code (ISPFS Code), an amendment to the International Convention for the Safety of Life at Sea (SOLAS) as implemented in the Maritime Transportation and Security Act of 2002 to align United States regulations with those of SOLAS and the ISPS Code.
Where appropriate, we seek to achieve a high rate of internalization by controlling material streams from the point of collection through recycling processing or disposal. During the year ended December 31, 2023, approximately 68% of the total solid waste volume we collected was disposed at landfills we own or operate (internalization).
Where appropriate, we seek to achieve a high rate of internalization by managing material streams from the point of collection through recycling processing or disposal. During the year ended December 31, 2024, approximately 67% of the total solid waste volume we collected was disposed at landfills we own or operate (internalization).
The recycled oil and recycled catalyst are sold to third parties. Field Services Our field services include a wide range of specialty and total waste management services provided to refineries, chemical plants, manufacturing plants and other government, commercial and industrial facilities either on-site or at our network of facilities.
The recycled oil and recycled catalyst are sold to third parties. Field Services Our field services include a wide range of specialty and total waste management services provided to refineries, chemical plants, manufacturing plants, pharmaceutical manufacturers, technology companies, research laboratories and other government, commercial and industrial facilities either on-site or at our network of facilities.
From time-to-time, our competitors reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. Our ability to maintain and increase prices in certain markets may be impacted by our competitors’ pricing policies.
From time-to-time, our competitors reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. Our ability to maintain and increase prices in certain markets may be impacted by our competitors’ pricing policies. This may have an effect on our future revenue and profitability.
Four Blue Polymers facilities are planned to open over the next four years, beginning in 2025. Once operational, these facilities are expected to produce a combined 300 million pounds per year of recycled plastics.
Four Blue Polymers facilities are planned to open over the coming years, beginning with an Indianapolis facility in 2025. Once operational, these facilities are expected to produce a combined 300 million pounds per year of recycled plastics.
Prior to joining the Company, he served as a partner at McKinsey & Company’s Detroit office, managing clients across a variety of industries, including transportation, logistics, manufacturing and consumer products. Brian Bales was named Executive Vice President, Chief Development Officer in February 2015. Mr.
Prior to joining the Company, he served as a partner at McKinsey & Company’s Detroit office, managing clients across a variety of industries, including transportation, logistics, manufacturing and consumer products. Mr. Vander Ark serves on the Board of Directors of Lennox International Inc. Brian Bales was named Executive Vice President, Chief Development Officer in February 2015. Mr.
RCRA establishes a framework for regulating the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous solid waste, and requires states to develop programs to ensure the safe disposal of solid waste in sanitary landfills. 14 Table of Contents Subtitle C of RCRA establishes a framework for regulating the disposal of hazardous waste, and Subtitle D of RCRA establishes a framework for regulating the disposal of municipal solid waste.
RCRA establishes a framework for regulating the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous solid waste, and requires states to develop programs to ensure the safe disposal of solid waste in sanitary landfills.
We make such materials available as soon as reasonably practicable after 19 Table of Contents we electronically submit them to the SEC.
We make such materials available as soon as reasonably practicable after we electronically submit them to the SEC.
Our local and area management teams have extensive industry experience in growing, operating and managing environmental services companies and have substantial experience in their local geographic markets. This allows us to quickly respond to and meet our customers’ needs and stay in touch with local businesses and municipalities.
Richardson was an Area General Manager at Waste Industries USA. Our local and area management teams have extensive industry experience in growing, operating and managing environmental services companies and have substantial experience in their local geographic markets. This allows us to quickly respond to and meet our customers’ needs and stay in touch with local businesses and municipalities.
The impacts from adverse weather and natural disasters have the potential to last several months and to affect several facilities. We have business continuity plans in place for severe weather, natural disasters and other emergencies—hurricanes, tornadoes, flooding, winter storms, earthquakes and wildfires, among others—to help limit disruptions in our operations and help ensure the continuity of our services.
We have business continuity plans in place for severe weather, natural disasters and other emergencies—hurricanes, tornadoes, flooding, winter storms, earthquakes and wildfires, among others—to help limit disruptions in our operations and help ensure the continuity of our services.
In 2023, approximately 11% of our revenue was derived from environmental solutions. Waste Treatment & Disposal We own or operate 6 active hazardous waste landfills, 9 active energy waste landfills, 3 treatment, recovery and disposal facilities, 22 treatment, storage and disposal facilities, 6 salt water disposal wells and 12 deep injection wells.
In 2024, approximately 11% of our revenue was derived from environmental solutions. Waste Treatment & Disposal We own or operate 6 active hazardous waste landfills, 9 active energy waste landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities, 5 salt water disposal wells and 14 deep injection wells.
As of December 31, 2023, we operated 76 landfill gas-to- energy projects. The majority of these projects were developed and are owned by a third party, where we earn a royalty based on renewable energy sold. We have more than 50 landfill gas-to-renewable natural gas (RNG) projects in development that are expected to begin operation in the coming years.
As of December 31, 2024, we operated 79 landfill gas-to-energy projects. The majority of these projects were developed and are owned by a third party, where we earn a royalty based on renewable energy sold. We presently have 45 landfill gas-to-renewable natural gas (RNG) projects in development that are expected to begin operations in the coming years.
Courtney Rodriguez was named Executive Vice President, Chief Human Resources Officer in March 2023. In this role, she is responsible for all aspects of the Company’s talent strategy, including talent acquisition and retention, learning and development, and total rewards. Prior to joining Republic, Ms. Rodriguez served as Senior Vice President, Global HR, for Dell Technologies.
Hodges worked as a consultant for McKinsey & Company. Courtney Rodriguez was named Executive Vice President, Chief Human Resources Officer in March 2023. In this role, she is responsible for all aspects of the Company’s talent strategy, including talent acquisition and retention, learning and development, and total rewards. Prior to joining Republic, Ms.
A portion of the operations of our standby services business within Group 3 is conducted in the United States coastwise trade. This is a protected market that is subject to United States cabotage laws that impose certain restrictions on the ownership and operation of vessels in the United States coastwise trade. These laws are principally contained in 46 U.S.C.
This is a protected market that is subject to United States cabotage laws that impose certain restrictions on the ownership and operation of vessels in the United States coastwise trade. These laws are principally contained in 46 U.S.C.
Regulations under Subtitle C set requirements for hazardous waste generators, transporters and treatment, storage and disposal facilities. Regulations under Subtitle D currently include minimum comprehensive solid waste management criteria and guidelines, including location restrictions, facility design and operating criteria, final capping, closure and post-closure requirements, financial assurance standards, groundwater monitoring requirements and corrective action standards.
Regulations under Subtitle D currently include minimum comprehensive solid waste management criteria and guidelines, including location restrictions, facility design and operating criteria, final capping, closure and post-closure requirements, financial assurance standards, groundwater monitoring requirements and corrective action standards.
As an integral part of our services, we employ highly trained staff and operate a network of service centers that characterize, package and collect hazardous and non-hazardous wastes from customers and transport such wastes to and between our facilities for treatment or bulking for shipment to final disposal locations. 12 Table of Contents Sustainability Innovation We are uniquely positioned to offer products and services to address the complex sustainability needs of our customers.
As an integral part of our services, we employ highly trained staff and operate a network of service centers that characterize, package and collect hazardous and non-hazardous wastes from customers and transport such wastes to and between our facilities for treatment or bulking for shipment to final disposal locations.
In 2023, approximately 69% of our total revenue was derived from our collection business, of which approximately 19% of our total revenue related to residential services, approximately 30% related to small-container services and approximately 20% related to large-container services.
In 2024, approximately 68% of our total revenue was derived from our collection business, of which approximately 18% of our total revenue related to residential services, approximately 30% related to small-container services, approximately 19% related to large-container services and approximately 1% related to other collection services.
Any revocation, modification or denial of permits could have a material adverse effect on us. Federal, state and local laws and regulations vary, but generally govern wastewater or storm water discharges, air emissions, the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous waste and the remediation of contamination associated with the release or threatened release of hazardous substances.
Federal, state and local laws and regulations vary, but generally govern wastewater or storm water discharges, air emissions, the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous waste and the remediation of contamination associated with the release or threatened release of hazardous substances.
Our United States-flag vessels are subject to the direct jurisdiction of the United States Coast Guard, the United States Customs and Border Protection and the United States Maritime Administration as well as other federal and state agencies. We are also subject to international laws and conventions and the local laws of foreign jurisdictions where we operate.
Our United States-flag vessels are subject to the direct jurisdiction of the United States Coast Guard, the United States Customs and Border Protection and the United States Maritime Administration as well as other federal and state agencies.
Landfill Services We own or operate 207 active landfills. Our landfill tipping fees charged to third parties accounted for approximately 11% of our revenue during 2023. As of December 31, 2023, we had estimated permitted acres of 40,659 and estimated total available disposal capacity of 5.1 billion in-place cubic yards.
Our landfill tipping fees charged to third parties accounted for approximately 11% of our revenue during 2024. As of December 31, 2024, we had 41,158 estimated permitted acres and estimated total available disposal capacity of 5.0 billion in-place cubic yards.
We continue to invest in proven technologies to control costs and to simplify and streamline recycling for our customers. For example, robotics and advanced sorting equipment, such as disk screens, magnets and optical sorters, identify and separate different kinds of paper, metals, plastics and other materials to increase efficiency and maximize our recycling efforts.
For example, robotics and advanced sorting equipment, such as disk screens, magnets and optical sorters, identify and separate different kinds of paper, metals, plastics and other materials to increase efficiency and maximize our recycling efforts. Landfill Services We own or operate 208 active landfills.
This act authorizes the Occupational Safety and Health Administration of the United States Department of Labor to promulgate occupational safety and health standards. A number of these standards, including standards for notices of hazardous chemicals and the handling of asbestos, apply to our facilities and operations.
A number of these standards, including standards for notices of hazardous chemicals and the handling of asbestos, apply to our facilities and operations.
The EPA may also designate additional substances as hazardous; in 2022, the EPA issued a proposed rule that would designate certain PFAS as hazardous substances.
The EPA may also designate additional substances as hazardous; in 2024, the EPA finalized a rule that designated two PFAS as hazardous substances.
We also receive rebates when we dispose of recycled commodities at third-party processing facilities. We have met increased consumer demand for recycling services by integrating recycling components across our collection service offerings. Our goal is to provide a complete material stream management solution to our customers in a vertically integrated, environmentally sustainable way.
We have met increased consumer demand for recycling services by integrating recycling components across our collection service offerings. Our goal is to provide a complete material stream management solution to our customers in a vertically integrated, environmentally sustainable way. We continue to invest in proven technologies to control costs and to simplify and streamline recycling for our customers.
Our sustainability innovation product and service offerings include operations that allow for greater material circularity and support decarbonization. Demand for post-consumer content in consumer packaging and low carbon energy alternatives continues to increase. We are able to invest independently or through joint ventures to create solutions for the evolving marketplace.
Sustainability Innovation We are uniquely positioned to offer products and services to address the complex sustainability needs of our customers. Our sustainability innovation product and service offerings include operations that allow for greater material circularity and support decarbonization. We believe demand for post-consumer content in consumer packaging and low carbon energy alternatives continues to increase.
We believe reducing our impact on the planet and improving the quality of life of its inhabitants are the right things to do, and have committed to heightened emissions reduction goals.
Climate and Sustainability Trends Jurisdictions have been updating climate policies toward the goal of reporting and reducing greenhouse gas (GHG) emissions through a broad range of sustainability initiatives. We believe reducing our impact on the planet and improving the quality of life of its inhabitants are the right things to do, and have committed to heightened emissions reduction goals.
Hodges oversees marketing, communications, product development, customer engagement and revenue management for the Company. Prior to joining Republic, Ms. Hodges spent 15 years in leadership roles for Dell Technologies, most recently serving as Senior Vice President of North America Marketing and the Global Customer Briefing Program. Before joining Dell, Ms. Hodges worked as a consultant for McKinsey & Company.
Prior to her current role, Ms. Hodges served as Executive Vice President, Chief Marketing Officer from November 2020 to August 2024. Prior to joining Republic, Ms. Hodges spent 15 years in leadership roles for Dell Technologies, most recently serving as Senior Vice President of North America Marketing and the Global Customer Briefing Program. Before joining Dell, Ms.
The volumes of large-container and residential recycling and waste in certain regions of the country also tend to increase during the summer months. Our second and third quarter revenues and results of operations typically reflect this seasonality.
Seasonality and Severe Weather Our operating revenues tend to be somewhat higher in the summer months, primarily due to higher volumes of construction and demolition waste. The volumes of large-container and residential recycling and waste in certain regions of the country also tend to increase during the summer months.
We anticipate opening at least three more centers to provide national coverage and further drive circularity, with the Indianapolis Polymer Center construction scheduled to be completed in late 2024. In 2023, we announced the creation of Blue Polymers, LLC, a joint venture with Ravago, creating vertical integration that will further advance circularity in the plastics industry.
We plan to commence operations at the Indianapolis Polymer Center during 2025 and anticipate opening two additional Polymer Centers in the coming years. In 2023, we announced the creation of Blue Polymers, LLC, a joint venture with Ravago, that will further advance circularity in the plastics industry.
Ellingsen was an attorney at Steptoe & Johnson LLP from 1996 to 2001 and at Bryan Cave LLP from 1993 to 1996. Ms. Ellingsen serves on the Board of Directors of Daseke, Inc. Amanda Hodges was named Executive Vice President, Chief Marketing Officer in November 2020. In this role, Ms.
Ellingsen was an attorney at Steptoe & Johnson LLP from 1996 to 2001 and at Bryan Cave LLP from 1993 to 1996. Amanda Hodges was named Executive Vice President, Chief Commercial Officer in August 2024. In this role, Ms. Hodges leads the Company’s sales organization and customer service team to drive profitable growth and customer loyalty.
There is a market for RINs and, as we and/or our partners produce RFS-compliant renewable fuel, RINs are generated and sold to parties purchasing such RINs to achieve compliance with the RFS program. 18 Table of Contents Climate and Sustainability Trends Jurisdictions have been updating climate policies toward the goal of reporting and reducing greenhouse gas (GHG) emissions through a broad range of sustainability initiatives.
There is a market for RINs and, as we and/or our partners produce RFS-compliant renewable fuel, RINs are generated and sold to parties purchasing such RINs to achieve compliance with the RFS program.
Circularity In 2023, we completed construction at our first Polymer Center in Las Vegas, Nevada. The Polymer Center represents the first time a single U.S. company will manage the plastics stream through an integrated process from curbside collection of recycled material to production and delivery of high-quality recycled content for consumer packaging.
Through its Polymer Centers, Republic is the first company to manage the plastics stream through an integrated process from curbside collection of recycled material to production and delivery of high-quality recycled content for consumer packaging.
To satisfy future disposal demand, we are seeking to expand permitted capacity at certain landfills; however, all proposed or future expansions may not be permitted. We also have responsibility for 126 closed landfills, for which we have associated closure and post-closure obligations. Environmental Solutions We have the capabilities to address the complex environmental and sustainability needs of our customers.
We also have responsibility for 125 closed landfills, for which we have associated closure and post-closure obligations. 12 Table of Contents Environmental Solutions We have the capabilities to address the complex environmental and sustainability needs of our customers.
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This may have an effect on our future revenue and profitability. 13 Table of Contents Seasonality and Severe Weather Our operating revenues tend to be somewhat higher in the summer months, primarily due to higher volumes of construction and demolition waste.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.
Removed
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.
Added
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.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

164 edited+27 added−62 removed71 unchanged
Biggest changeAt 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 $36 million per year. • Disposal fees and taxes increased in aggregate dollars in 2023 primarily due to increased royalties and host fees from an increase in volume at certain landfills as compared to 2022. • Landfill operating costs increased during 2023 primarily due to increased leachate treatment, transportation and disposal costs due in part to increased rainfall in select geographic regions, landfill gas and other maintenance costs as well as favorable remediation adjustments recorded during 2022 which did not recur in 2023. • Risk management expenses increased primarily due to unfavorable actuarial development in our auto liability claims as well as higher premium costs. • Other costs of operations increased during 2023 due to increased occupancy and facility related expenses, acquisition-related activity and higher third-party truck and equipment rental expense to support higher volumes. 40 Table of Contents Depreciation, Amortization and Depletion of Property and Equipment The following table summarizes depreciation, amortization and depletion of property and equipment for the years ended December 31, 2023 and 2022 (in millions of dollars and as a percentage of revenue): 2023 2022 Depreciation and amortization of property and equipment $ 897.5 6.0 % $ 811.9 6.0 % Landfill depletion and amortization 470.9 3.1 433.7 3.2 Depreciation, amortization and depletion expense $ 1,368.4 9.1 % $ 1,245.6 9.2 % Depreciation and amortization of property and equipment increased primarily due to assets added through acquisitions.
Biggest changeAt 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 $38 million per year. • Disposal fees and taxes increased in aggregate dollars in 2024 primarily due to increased royalties and host fees from an increase in volume at certain landfills as compared to 2023. • Landfill operating costs increased during 2024 primarily due to increased leachate transportation and maintenance on our gas extraction systems due in part to increased rainfall in select geographic regions, as well as an increase in remediation adjustments recorded during 2024. • Risk management expenses increased in aggregate dollars primarily due to higher premium costs as well as unfavorable claims development in our auto liability program, partially offset by favorable claims development in our general and worker's compensation liability programs. • Other costs of operations increased in aggregate dollars during 2024 due to increased occupancy and facility related expenses as well as acquisition-related activity.
In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500.0 million outstanding at any one time (the Commercial Paper Cap). In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was subsequently increased to $1.5 billion.
In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500 million outstanding at any one time (the Commercial Paper Cap). In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was subsequently increased to $1.5 billion.
For totals as well as further detail regarding our reportable segments and the adjustments used to calculate gross Adjusted EBITDA for each segment, see Note 15, Segment Reporting , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
For totals as well as further detail regarding our reportable segments and the adjustments used to calculate adjusted EBITDA for each segment, see Note 15, Segment Reporting , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
In December 2023, we issued an additional $350.0 million of 4.875% senior notes due 2029 (the New 2029 Notes, and together with the Existing 2029 Notes, the 2029 Notes). After giving effect to the issuance of the New 2029 Notes, $750.0 million in aggregate principal amount of the 2029 Notes is outstanding.
In December 2023, we issued an additional $350 million of 4.875% senior notes due 2029 (the New 2029 Notes, and together with the Existing 2029 Notes, the 2029 Notes). After giving effect to the issuance of the New 2029 Notes, $750 million in aggregate principal amount of the 2029 Notes is outstanding.
The New 2029 Notes are fungible with the Existing 2029 Notes, and taken together, the 2029 Notes are treated as a single series. In December 2023, we also issued $650.0 million of 5.000% senior notes due 2033 (the 2033 Notes).
The New 2029 Notes are fungible with the Existing 2029 Notes, and taken together, the 2029 Notes are treated as a single series. In December 2023, we also issued $650 million of 5.000% senior notes due 2033 (the 2033 Notes).
Share Repurchases In October 2020, our Board of Directors approved a $2.0 billion share repurchase authorization effective starting January 1, 2021 and extending through December 31, 2023. In October 2023, our Board of Directors approved a $3.0 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026.
Share Repurchases In October 2020, our Board of Directors approved a $2 billion share repurchase authorization effective starting January 1, 2021 and extending through December 31, 2023. In October 2023, our Board of Directors approved a $3 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026.
As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extension.
As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions.
We discuss in more detail various factors that could cause actual results to differ from expectations in Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K. For further discussion regarding our results of operations for the year ended December 31, 2022 as compared to the year ended December 31, 2021, refer to Part II, Item 7.
We discuss in more detail various factors that could cause actual results to differ from expectations in Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K. For further discussion regarding our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to Part II, Item 7.
(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, 2023 and 2022.
(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, 2024 and 2023.
Recent Developments 2024 Financial Guidance In 2024, we will focus on pricing in excess of cost inflation, driving profitable volume growth, investing in sustainability to improve the environment and drive growth, investing in value-creating acquisitions and advancing technology to improve productivity and increase customer retention.
Recent Developments 2025 Financial Guidance In 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.
Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.910% based on our Debt Ratings (all as defined in the Credit Facility agreement).
Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.920% based on our Debt Ratings (all as defined in the Credit Facility agreement).
To match the expense related to the landfill asset with the revenue generated by the landfill operations, we amortize the landfill development asset over its operating life on a per-ton basis as waste is accepted at the landfill. The landfill asset is fully amortized at the end of a landfill’s operating life.
To match the expense related to the landfill asset with the revenue generated by the landfill operations, we amortize the landfill development asset over its operating life on a per-ton basis as waste is accepted at the landfill. The landfill asset is fully depleted at the end of a landfill’s operating life.
Adjusted Diluted Earnings per Share The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, 2024 compared to the actual adjusted diluted earnings per share for the year ended December 31, 2023. Adjusted diluted earnings per share is not a measure determined in accordance with U.S.
Adjusted Diluted Earnings per Share The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, 2025 compared to the actual adjusted diluted earnings per share for the year ended December 31, 2024. Adjusted diluted earnings per share is not a measure determined in accordance with U.S.
We do not expect a material increase in financial assurance requirements during 2024, although the mix of Financial Assurance Instruments may change. These Financial Assurance Instruments are issued in the normal course of business and are not classified as indebtedness.
We do not expect a material increase in financial assurance requirements during 2025, although the mix of Financial Assurance Instruments may change. These Financial Assurance Instruments are issued in the normal course of business and are not classified as indebtedness.
The per-ton rate is calculated by dividing the sum of each of the recorded retirement obligation asset’s net book 58 Table of Contents value and expected future additions to the retirement obligation asset by the remaining disposal capacity. A per-ton rate is determined for each separate capping event based on the disposal capacity relating to that event.
The per-ton rate is calculated by dividing the sum of each of the recorded retirement obligation asset’s net book value and expected future additions to the retirement obligation asset by the remaining disposal capacity. A per-ton rate is determined for each separate capping event based on the disposal capacity relating to that event.
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, 2022 .
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, 2023 .
The financial assurance requirements for capping, closure and post-closure costs may be associated with a portion of the landfill 55 Table of Contents or the entire landfill. Generally, states require a third-party engineering specialist to determine the estimated capping, closure and post-closure costs that are used to determine the required amount of financial assurance for a landfill.
The financial assurance requirements for capping, closure and post-closure costs may be associated with a portion of the landfill or the entire landfill. Generally, states require a third-party engineering specialist to determine the estimated capping, closure and post-closure costs that are used to determine the required amount of financial assurance for a landfill.
Future minimum payments under unconditional purchase commitments consist primarily of (1) disposal related agreements, which include fixed or minimum royalty payments, host agreements and take-or-pay and put-or-pay 50 Table of Contents agreements and (2) other obligations including committed capital expenditures and consulting service agreements.
Future minimum payments under unconditional purchase commitments consist primarily of (1) disposal related agreements, which include fixed or minimum royalty payments, host agreements and take-or-pay and put-or-pay agreements and (2) other obligations including committed capital expenditures and consulting service agreements.
As of December 31, 2023, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc., respectively.
As of December 31, 2024, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc., respectively.
We base our estimates on past experience and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Such critical accounting policies, estimates and judgments are applicable to all of our operating segments.
We base our estimates on past experience and other assumptions that 56 Table of Contents we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Such critical accounting policies, estimates and judgments are applicable to all of our operating segments.
For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace as of December 31, 2023.
For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace as of December 31, 2024.
Our known current- and long-term uses of cash include, among other possible demands: (1) capital expenditures and leases, (2) acquisitions, (3) dividend payments, (4) repayments to service debt and other long-term obligations, (5) payments for asset retirement obligations and environmental liabilities and (6) share repurchases.
Our known current- and long-term uses of cash include, among other possible demands: (1) capital expenditures and leases, (2) acquisitions, (3) dividend payments, (4) 50 Table of Contents payments to service debt and other long-term obligations, (5) payments for asset retirement obligations and environmental liabilities and (6) share repurchases.
The Credit Facility also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement. As of December 31, 2023, our total debt to EBITDA ratio was approximately 2.9 compared to the 3.75 maximum allowed.
The Credit Facility also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement. As of December 31, 2024, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed.
Our cost of operations increased in aggregate dollars for the year ended December 31, 2023 compared to the same period in 2022 as a result of the following: • Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases and volume-related growth.
Our cost of operations increased in aggregate dollars for the year ended December 31, 2024 compared to the same period in 2023 as a result of the following: • Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases.
Our environmental remediation liabilities primarily include costs associated with remediating groundwater, surface water and soil contamination, as well as controlling and containing methane gas migration and the related legal costs.
Our environmental remediation liabilities primarily include costs associated with remediating groundwater, surface water and soil contamination, as well as controlling and containing methane gas migration.
All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of one tax-exempt financing with an initial remarketing period of 10 years. The holders of the bonds can put them back to the remarketing agents at the end of each interest period.
All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of three tax-exempt financings with initial remarketing periods of 10 years. The holders of the bonds can put them back to the remarketing agents at the end of each interest period.
The weighted average interest rate for borrowings outstanding as of December 31, 2023 was 5.508% with a weighted average maturity of approximately 18 days. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined below) to fund the amounts borrowed under the commercial paper program until they are re-borrowed successfully.
The weighted average interest rate for borrowings outstanding as of December 31, 2024 was 4.646% with a weighted average maturity of approximately 18 days. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined below) to fund the amounts borrowed under the commercial paper program until they are re-borrowed successfully.
Our total expected investment, excluding non-depletable land, estimated to be $15.9 billion, or $3.12 per cubic yard, is used in determining our depletion and amortization expense based on airspace consumed using the units-of-consumption method.
Our total expected investment, excluding non-depletable land, estimated to be $17 billion , or $3.36 per cubic yard, is used in determining our depletion and amortization expense based on airspace consumed using the units-of-consumption method.
During 2023 and 2022, we received $6.4 million and $50.6 million from business divestitures, respectively. We intend to finance capital expenditures and acquisitions through cash on hand, restricted cash held for capital expenditures, cash flows from operations, our revolving credit facilities and tax-exempt bonds and other financings.
During 2024 and 2023, we received $2 million and $6 million from business divestitures, respectively. We intend to finance capital expenditures and acquisitions through cash on hand, restricted cash held for capital expenditures, cash flows from operations, our revolving credit facilities and tax-exempt bonds and other financings.
We had $496.0 million and $1.0 billion principal value of commercial paper issued and outstanding under the program as of December 31, 2023 and 2022, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined above) to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully.
We had $477 million and $496 million principal value of commercial paper issued and outstanding under the program as of December 31, 2024 and 2023, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined above) to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully.
In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was subsequently increased to $1.5 billion. The weighted average interest rate for borrowings outstanding as of December 31, 2023 was 5.508% with a weighted average maturity of approximately 18 days.
In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was increased to $1.5 billion. The weighted average interest rate for borrowings outstanding as of December 31, 2024 was 4.646% with a weighted average maturity of approximately 18 days.
Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2023. As of December 31, 2023, the total principal value of our debt was $12.9 billion, of which $932.3 million is due in 2024. We have several agreements that require us to dispose of a minimum number of tons at third-party disposal facilities.
Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2024. As of December 31, 2024, the total principal value of our debt was $12.8 billion, of which $862 million is due in 2025. We have several agreements that require us to dispose of a minimum number of tons at third-party disposal facilities.
Changes in engineering estimates typically include modifications to the available disposal capacity of a landfill based on a refinement of the capacity calculations resulting from updated information. 45 Table of Contents Available Airspace As of December 31, 2023 , we owned or operated 207 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards.
Changes in engineering estimates typically include modifications to the available disposal capacity of a landfill based on a refinement of the capacity calculations resulting from updated information. 46 Table of Contents Available Airspace As of December 31, 2024 , we owned or operated 208 active landfills with total available disposal capacity estimated to be 5 billion in-place cubic yards.
The average price for recycled commodities, excluding glass and organics for 2023 was $117 per ton compared to $170 per ton for 2022. Changing market demand for recycled commodities causes volatility in commodity prices.
The average price for recycled commodities, excluding glass and organics, for 2024 was $164 per ton compared to $117 per ton for 2023. Changing market demand for recycled commodities causes volatility in commodity prices.
The per-ton rate is calculated by dividing the sum of the landfill development asset net book value plus estimated future development costs (as described above) for the landfill, by the landfill’s estimated remaining disposal capacity. The expected future development costs are not inflated or discounted, but rather expressed in nominal dollars.
The per-ton rate is calculated by dividing the sum of the landfill development asset net book value plus estimated future development costs for the landfill, by the landfill’s estimated remaining permitted and probable disposal capacity. The expected future development costs are not inflated or discounted, but rather expressed in nominal dollars.
As of December 31, 2023, we recorded a quarterly dividend payable of $168.3 million to shareholders of record at the close of business on January 2, 2024, which was paid on January 13, 2024. Debt and other long-term obligations Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise.
As of December 31, 2024, we recorded a quarterly dividend payable of $181 million to shareholders of record at the close of business on January 2, 2025, which was paid on January 15, 2025. Debt and other long-term obligations Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise.
As of December 31, 2023, 14 of our landfills met all of our criteria for including their probable expansion airspace in their total available disposal capacity. At projected annual volumes, these 14 landfills have an estimated remaining average site life of 52 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 57 years.
As of December 31, 2024, 14 of our landfills met all of our criteria for including their probable expansion airspace in their total available disposal capacity. At projected annual volumes, these 14 landfills have an estimated remaining average site life of 49 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 56 years.
As of December 31, 2023, we were in compliance with all other covenants unde r our Credit Facility . 53 Table of Contents EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement.
As of December 31, 2024, we were in compliance with all other covenants unde r our Credit Facility . EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement.
Investment in Landfills As of December 31, 2023, we expect to spend an estimated additional $11.2 billion on existing landfills, primarily related to cell construction and environmental structures, over their remaining lives.
Investment in Landfills As of December 31, 2024, we expect to spend an estimated additional $12 billion on existing landfills, primarily related to cell construction and environmental structures, over their remaining lives.
As a result of the Term Loan Facility repayment, we incurred a non-cash loss on the early extinguishment of debt related to the ratable portion of unamortized deferred issuance costs of $0.2 million.
As a result of the Term Loan Facility repayment, we incurred a non-cash loss on the early extinguishment of debt related to the ratable portion of unamortized deferred issuance costs of less than $1 million.
As of December 31, 2023, the remaining authorized purchase capacity under our October 2023 repurchase program was $3.0 billion. Summary of Cash Flow Activity The major components of changes in cash flows for 2023 and 2022 are discussed in the following paragraphs.
As of December 31, 2024, the remaining authorized purchase capacity under our October 2023 repurchase program was $2.5 billion. Summary of Cash Flow Activity The major components of changes in cash flows for 2024 and 2023 are discussed in the following paragraphs.
During both 2023 and 2022, approximately 68% of the total solid waste volume we collected was disposed at landfill sites that we own or operate (internalization). • Maintenance and repairs expense increa se d due to higher hourly wages as a result of annual merit increases, an increase in third-party maintenance, parts inflation, and volume-related growth.
During 2024 approximately 67% of the total solid waste volume we collected was disposed at landfill sites that we own or operate (internalization), as compared to 68% in 2023. • Maintenance and repairs expense increa se d in aggregate dollars due to higher hourly wages as a result of annual merit increases, parts inflation and an increase in third-party maintenance .
Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada.
Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating primarily in geographic areas located across the United States and Canada.
Amortization of Other Intangible Assets Expenses for amortization of other intangible assets were $66.3 million, or 0.4% of revenue, for the year ended December 31, 2023, compared to $53.9 million, or 0.4% of revenue, for 2022. Amortization expense increased due to additional assets acquired as a result of our business acquisitions.
Expenses for amortization of other intangible assets were $79 million, or 0.5% of revenue, for the year ended December 31, 2024, compared to $66 million, or 0.4% of revenue, for 2023. Amortization expense increased due to additional assets acquired as a result of our business acquisitions.
The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer station and operating equipment. As of December 31, 2023, the amount of total future lease payments under operating and finance leases was $290.4 million and $433.6 million, respectively.
The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer station and operating equipment. As of December 31, 2024, the amount of total future lease payments under operating and finance leases was $269 million and $445 million, respectively.
Financial Condition Debt Obligations As of December 31, 2023 , we had $932.3 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations.
Financial Condition Debt Obligations As of December 31, 2024 , we had $862 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations.
These estimates are subject to uncertainty attributable to: • Actual future costs of construction materials and third-party labor could differ from the costs we have estimated because of the level of demand and the availability of the required materials and labor. Technical designs could be altered due to unexpected operating conditions, regulatory changes or legislative changes. Landfill development asset amortization.
Changes in these estimates are subject to uncertainty attributable to the following factors: (i) actual future costs of construction materials and third-party labor could differ from the costs we have estimated because of the level of demand and the availability of the required materials and labor, and (ii) technical designs could be altered due to unexpected operating conditions, regulatory changes or legislative changes.
Our net income attributable to Republic Services, Inc. was $1,731.0 million, or $5.47 per diluted share, for 2023, compared to $1,487.6 million, or $4.69 per diluted share, for 2022. During 2023 and 2022, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax impact, net income attributable to Republic Services, Inc.
Our net income attributable to Republic Services, Inc. was $2,043 million, or $6.49 per diluted share, for 2024, compared to $1,731 million, or $5.47 per diluted share, for 2023. During 2024 and 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.
We expect to receive between $1.760 billion to $1.800 billion of property and equipment, net of proceeds from the sale of property and equipment, in 2024. We lease property and equipment in the ordinary course of business under various lease agreements.
We expect to receive between $1.86 billion to $1.90 billion of property and equipment, net of proceeds from the sale of property and equipment, in 2025. We lease property and equipment in the ordinary course of business under various lease agreements.
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $90.6 million in 2023, compared to a decrease of $231.0 million during the same period in 2022, primarily as a result of the following: • Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $71.3 million during 2023, due to the timing of billings net of collections, compared to a $198.8 million increase in the same period in 2022.
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $378 million in 2024, compared to a decrease of $91 million during the same period in 2023, primarily as a result of the following: • Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $76 million during 2024, due to the timing of billings net of collections, compared to a $71 million increase in the same period in 2023.
Amortization of Other Assets Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Expenses for amortization of other assets were $66.7 million, or 0.5% of revenue, for the year ended December 31, 2023, compared to $52.1 million, or 0.4% of revenue, for 2022.
Amortization of Other Assets Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Expenses for amortization of other assets were $81 million, or 0.5% of revenue, for the year ended December 31, 2024, compared to $67 million, or 0.5% of revenue, for 2023.
The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.910% based on our Debt Ratings. As of December 31, 2023, $201.5 million was outstanding against the Canadian Sublimit, with an average interest rate of 6.364%.
The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.920% based on our Debt Ratings. As of December 31, 2024, $232 million was outstanding against the Canadian Sublimit, with an average interest rate of 5.309%.
If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, as of December 31, 2023 , we had availability under our $3.5 billion unsecured revolving credit facility to fund these bonds until they are remarketed successfully.
If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, as of December 31, 2024 , we had availability under our Credit Facility (defined below) to fund these bonds until they are remarketed successfully.
We also measure changes in average yield and core price as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue to determine the effectiveness of our pricing strategies. 38 Table of Contents The following table reflects average yield, core price and volume as a percentage of related-business revenue for the years ended December 31, 2023 and 2022: Years Ended December 31, 2023 2022 As a % of Related Business Average yield 7.3 % 5.7 % Core price 8.9 % 7.3 % Volume 0.7 % 2.6 % During 2023, we experienced the following changes in our revenue as compared to 2022: • Average yield increased revenue by 6.1% due to positive pricing changes in all our collection and disposal lines of business. • The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.2%, primarily due to a decrease in fuel prices compared to 2022, partially offset by an increase of total revenue subject to the fuel recovery fees. • 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.
We also measure changes in average yield and core price as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue to determine the effectiveness of our pricing strategies. 39 Table of Contents The following table reflects average yield, core price and volume as a percentage of related-business revenue for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 As a % of Related Business Average yield 6.2 % 7.3 % Core price 7.8 % 8.9 % Volume (1.3) % 0.7 % During 2024, we experienced the following changes in our revenue as compared to 2023: • Average yield increased revenue by 5.1% due to positive pricing changes in all lines of business. • The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.4%, primarily due to a decrease in fuel prices compared to 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.
We have other expansion opportunities that are not included in our total available airspace because they do not meet all of our criteria for treatment as probable expansion airspace. 46 Table of Contents The following table reflects the estimated operating lives of our active landfill sites based on available and probable disposal capacity using current annual volumes as of December 31, 2023: Number of Sites without Probable Expansion Airspace Number of Sites with Probable Expansion Airspace Total Sites Percent of Total 0 to 5 years 21 — 21 10.1 % 6 to 10 years 22 — 22 10.6 11 to 20 years 31 5 36 17.4 21 to 40 years 50 4 54 26.1 41+ years 69 5 74 35.8 Total 193 14 207 100.0 % Final Capping, Closure and Post-Closure Costs As of December 31, 2023, accrued final capping, closure and post-closure costs were $1,937.2 million, of which $72.4 million were current and $1,864.8 million were long-term as reflected in our consolidated balance sheets in accrued landfill and environmental costs included in Part II, Item 8 of this Annual Report on Form 10-K.
We have other expansion opportunities that are not included in our total available airspace because they do not meet all of our criteria for treatment as probable expansion airspace. 47 Table of Contents The following table reflects the estimated operating lives of our active landfill sites based on available and probable disposal capacity using current annual volumes as of December 31, 2024: Number of Sites without Probable Expansion Airspace Number of Sites with Probable Expansion Airspace Total Sites Percent of Total 0 to 5 years 23 — 23 11 % 6 to 10 years 21 1 22 11 11 to 20 years 34 4 38 18 21 to 40 years 49 5 54 26 41+ years 67 4 71 34 Total 194 14 208 100 % Final Capping, Closure and Post-Closure Costs As of December 31, 2024, accrued final capping, closure and post-closure costs were $2,144 million, of which $96 million were current and $2,048 million were long-term as reflected in our consolidated balance sheets in accrued landfill and environmental costs included in Part II, Item 8 of this Annual Report on Form 10-K.
We also had $495.3 million and $1.0 billion of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of December 31, 2023 and 2022, respectively. As a result, availability under our Credit Facility was $2,371.2 million and $1,402.4 million as of December 31, 2023 and 2022, respectively.
We also had $477 million and $495 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of December 31, 2024 and 2023, respectively. As a result, availability under our Credit Facility was $2,192 million and $2,371 million as of December 31, 2024 and 2023, respectively.
Gain on Business Divestitures and Impairments, Net We strive to have a leading market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time.
Our integration of the business was substantially complete as of December 31, 2023. Gain on Business Divestitures and Impairments, Net We strive to have a leading market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time.
The following table summarizes our selling, general and administrative expenses for the years ended December 31, 2023 and 2022 (in millions of dollars and as a percentage of revenue): 2023 2022 Salaries and related benefits $ 1,050.4 7.0 % $ 937.9 7.0 % Provision for doubtful accounts 53.2 0.4 41.5 0.3 Other 471.6 3.1 397.9 2.9 Subtotal 1,575.2 10.5 1,377.3 10.2 US Ecology, Inc. acquisition integration and deal costs 33.5 0.2 77.0 0.6 Total selling, general and administrative expenses $ 1,608.7 10.7 % $ 1,454.3 10.8 % These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies.
The following table summarizes our selling, general and administrative expenses for the years ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue): 2024 2023 Salaries and related benefits $ 1,129 7.0 % $ 1,050 7.0 % Provision for doubtful accounts 27 0.2 53 0.4 Other 518 3.2 472 3.1 Subtotal 1,674 10.4 1,575 10.5 US Ecology, Inc. acquisition integration and deal costs — — 34 0.2 Total selling, general and administrative expenses $ 1,674 10.4 % $ 1,609 10.7 % These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies.
We have not reduced the liabilities we have recorded for recoveries from other potentially responsible parties or insurance companies. As of December 31, 2023 and 2022, we had $485.4 million and $487.5 million of environmental liabilities, respectively.
We have not reduced the liabilities we have recorded for recoveries from other potentially responsible parties or insurance companies. 58 Table of Contents As of December 31, 2024 and 2023, we had $447 million and $485 million of environmental liabilities, respectively.
We continue to invest in value-enhancing acquisitions in existing markets. We expect to invest at least $500 million in acquisitions in 2024. Dividend Payments In October 2023 our Board of Directors approved a quarterly dividend of $0.535 per share. Aggregate cash dividends declared were $650.0 million for the year ended December 31, 2023.
We continue to invest in value-enhancing acquisitions in existing markets. We expect to invest approximately $1 billion in acquisitions in 2025. Dividend Payments In October 2024 our Board of Directors approved a quarterly dividend of $0.580 per share. Aggregate cash dividends declared were $699 million for the year ended December 31, 2024.
Acquisition-related growth also contributed to the increase in labor and related benefits. • Transfer and disposal costs increased in aggregate dollars primarily due to acquisition-related growth and as a result of higher collection volumes.
Acquisition-related growth also contributed to the increase in labor and related benefits. • Transfer and disposal costs increased in aggregate dollars primarily due to acquisition-related growth and higher disposal rates.
The most significant items impacting adjusted EBITDA in Group 2 during the year ended December 31, 2023 compared to the year ended December 31, 2022 include: • Net revenue for the year ended December 31, 2023 increased 7.5% from 2022 due to an increase in average yield in all lines of business.
The most significant items impacting adjusted EBITDA in Group 2 during the year ended December 31, 2024 compared to the year ended December 31, 2023 include: • Net revenue for the year ended December 31, 2024 increased 4.9% from 2023 due to an increase in average yield in all lines of business and increased volume in our landfill line of business.
As of December 31, 2023, such purchase commitments, which do not qualify for recognition on our Consolidated Balance Sheets, amount to $974.3 million, of which $205.2 million was short-term.
As of December 31, 2024, such purchase commitments, which do not qualify for recognition on our Consolidated Balance Sheets, amount to $907 million, of which $202 million was short-term.
The Notes are unsecured and unsubordinated and rank equally with our other unsecured obligations. We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.
We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.
Credit Ratings Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings.
The amount is recorded within long-term debt, net of current maturities. Credit Ratings Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings.
Group 3 Adjusted EBITDA in Group 3 increased from $211.1 million for the year ended December 31, 2022 to $348.4 million for the year ended December 31, 2023.
Group 3 Adjusted EBITDA in Group 3 increased from $348 million for the year ended December 31, 2023 to $436 million for the year ended December 31, 2024.
Closure costs are costs incurred after a landfill stops receiving waste, but prior to being certified as closed. After the entire landfill has reached capacity and is certified closed, we must continue to maintain and monitor the site for a post-closure period, which generally extends for 30 years.
After the entire landfill has reached capacity and is certified closed, we must continue to maintain and monitor the site for a post-closure period, which generally extends for 30 years.
Cash Flows Used in Investing Activities The most significant items affecting the comparison of our cash flows used in investing activities for 2023 and 2022 are summarized below: • Capital expenditures during 2023 were $1,631.1 million as compared to $1,454.0 million for 2022. • Proceeds from sales of property and equipment during 2023 were $29.2 million as compared to $32.8 million for 2022. • During 2023 and 2022, we used $2,065.3 million and $3,038.5 million, respectively, for acquisitions and investments, net of cash acquired, including the cash used for the acquisition of US Ecology in 2022.
Cash Flows Used in Investing Activities The most significant items affecting the comparison of our cash flows used in investing activities for 2024 and 2023 are summarized below: • Capital expenditures during 2024 were $1,855 million as compared to $1,631 million for 2023. • Proceeds from sales of property and equipment during 2024 were $47 million as compared to $29 million for 2023. • During 2024 and 2023, we used $753 million and $2,065 million, respectively, for acquisitions and investments, net of cash acquired.
Dividends paid were $638.1 million and $592.9 million in 2023 and 2022, respectively. • During 2023 and 2022, cash paid for purchase price holdback releases and contingent purchase price related to acquisitions was $19.6 million and $9.6 million, respectively.
Dividends paid were $687 million and $638 million in 2024 and 2023, respectively. • During 2024 and 2023, cash paid for purchase price holdback releases and contingent purchase price related to acquisitions was $15 million and $19 million, respectively.
It also includes transfer and disposal costs representing tipping fees paid to third party disposal facilities and transfer stations; maintenance and repairs relating to our vehicles, equipment and containers, including related labor and benefit costs; transportation and subcontractor costs, which include costs for independent haulers that transport our waste to disposal facilities and costs for local operators that provide waste handling services associated with our National Accounts in markets outside our standard operating areas; fuel, which includes the direct cost of fuel used by our vehicles, net of fuel tax credits; disposal fees and taxes, consisting of landfill taxes, host community fees and royalties; landfill operating costs, which includes financial assurance, leachate disposal, remediation charges and other landfill maintenance costs; risk management costs, which include insurance premiums and claims; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on the sale of assets used in our operations. 39 Table of Contents The following table summarizes the major components of our cost of operations for the years ended December 31, 2023 and 2022 (in millions of dollars and as a percentage of revenue): 2023 2022 Labor and related benefits $ 2,993.9 20.0 % $ 2,702.9 20.0 % Transfer and disposal costs 1,056.3 7.1 992.9 7.3 Maintenance and repairs 1,388.3 9.3 1,228.4 9.1 Transportation and subcontract costs 1,171.0 7.8 1,086.5 8.0 Fuel 541.6 3.6 631.1 4.7 Disposal fees and taxes 347.9 2.3 342.3 2.5 Landfill operating costs 333.0 2.2 283.2 2.1 Risk management 385.2 2.6 321.4 2.4 Other 725.0 4.9 616.0 4.6 Subtotal 8,942.2 59.8 8,204.7 60.7 US Ecology, Inc. acquisition integration and deal costs — — 0.3 — Total cost of operations $ 8,942.2 59.8 % $ 8,205.0 60.7 % These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
It also includes transfer and disposal costs representing tipping fees paid to third party disposal facilities and transfer stations; maintenance and repairs relating to our vehicles, equipment and containers, including related labor and benefit costs; transportation and subcontractor costs, which include costs for independent haulers that transport our waste to disposal facilities and costs for local operators that provide waste handling services associated with our National Accounts in markets outside our standard operating areas; fuel, which includes the direct cost of fuel used by our vehicles, net of fuel tax credits; disposal fees and taxes, consisting of landfill taxes, host community fees and royalties; landfill operating costs, which includes financial assurance, leachate disposal, remediation charges and other landfill maintenance costs; risk management costs, which include insurance premiums and claims; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on the sale of assets used in our operations. 40 Table of Contents The following table summarizes the major components of our cost of operations for the years ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue): 2024 2023 Labor and related benefits $ 3,213 20.0 % $ 2,994 20.0 % Transfer and disposal costs 1,101 6.9 1,055 7.1 Maintenance and repairs 1,468 9.2 1,388 9.3 Transportation and subcontract costs 1,212 7.6 1,171 7.8 Fuel 470 2.9 542 3.6 Disposal fees and taxes 351 2.2 348 2.3 Landfill operating costs 367 2.3 335 2.2 Risk management 401 2.4 385 2.6 Other 796 5.5 725 4.9 Subtotal 9,379 59.0 8,943 59.8 Gain on certain divestitures and impairments, net (29) (0.7) — — Total cost of operations $ 9,350 58.3 % $ 8,943 59.8 % These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
The following table summarizes our restricted cash and marketable securities as of December 31: 2023 2022 Capping, closure and post-closure obligations 43.2 39.1 Insurance 120.4 88.5 Total restricted cash and marketable securities $ 163.6 $ 127.6 49 Table of Contents Material Cash Requirements and Intended Uses of Cash We expect existing cash, cash equivalents, restricted cash and marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.
The following table summarizes our restricted cash and marketable securities as of December 31: 2024 2023 Capping, closure and post-closure obligations $ 59 $ 43 Insurance 149 121 Total restricted cash and marketable securities $ 208 $ 164 Material Cash Requirements and Intended Uses of Cash We expect existing cash, cash equivalents, restricted cash and marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.
During 2022, we repurchased 1.6 million shares of our stock for $203.5 million. • In July 2023, our Board of Directors approved an increase in our quarterly dividend to $0.535 per share.
During 2023, we repurchased 1.8 million shares of our stock for $262 million. • In July 2024, our Board of Directors approved an increase in our quarterly dividend to $0.580 per share.
Failure to comply with the financial and other covenants under the Credit Facility, as well as the occurrence of certain material adverse events, would constitute defaults and would allow the lenders under the Credit Facility to accelerate the maturity of all indebtedness under the Credit Facility. This could have an adverse effect on the availability of financial assurances.
Failure to comply with the financial and other covenants under the Credit Facility, as well as the occurrence of certain material adverse events, would constitute defaults and would allow the lenders under the Credit Facility to accelerate the maturity of all 54 Table of Contents indebtedness under the Credit Facility.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities will change both annual revenue and operating income by approximately $10 million. • 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. • Acquisitions, net of divestitures, increased revenue by 4.8%, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities will change both annual revenue and operating income by approximately $11 million. • During 2024, environmental solutions revenue increased by 0.1% primarily due to an increase in event-based volumes and price increases relative to the same period in 2023. • Acquisitions, net of divestitures, increased revenue by 2.6%, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.
An unexpected decrease in disposal capacity could also cause an asset impairment. Environmental Liabilities We are subject to an array of laws and regulations relating to the protection of the environment, and we remediate sites in the ordinary course of our business.
Environmental Liabilities We are subject to an array of laws and regulations relating to the protection of the environment, and we remediate sites in the ordinary course of our business.
As of December 31, 2023, our environmental liabilities totaled $485.4 million, of which $69.2 million was short-term. For additional detail regarding our asset retirement obligations and environmental liabilities, see Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
For additional detail regarding our asset retirement obligations and environmental liabilities, see Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
Cash Flows Used in Financing Activities The most significant items affecting the comparison of our cash flows used in financing activities for 2023 and 2022 are summarized below: • During 2023, we issued $2,200.0 million of senior notes for cash proceeds, net of discounts and fees, of $2,172.3 million. We issued no senior notes during 2022.
Cash Flows (Used in) Provided by Financing Activities The most significant items affecting the comparison of our cash flows used in financing activities for 2024 and 2023 are summarized below: • During 2024, we issued $900 million of senior notes for cash proceeds, net of discounts and fees, of $889 million.
We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had $297.1 million and $250.0 million outstanding under our Credit Facility as of December 31, 2023 and 2022, respectively. We had $336.5 million and $347.6 million of letters of credit outstanding under our Credit Facility as of December 31, 2023 and 2022, respectively.
We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had $514 million and $297 million outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively. We had $317 million and $337 million of letters of credit outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively.
Commercial Paper Program In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500.0 million outstanding at any one time (the Commercial Paper Cap).
During the year ended December 31, 2024, we repaid the remaining balance of the Term Loan Facility. Commercial Paper Program In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500 million outstanding at any one time (the Commercial Paper Cap).
Balance as of December 31, 2022 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of December 31, 2023 Cubic yards (in millions): Permitted airspace 4,816.8 — 39.6 47.4 (85.9) 3.4 4,821.3 Probable expansion airspace 197.5 124.5 — (39.3) — — 282.7 Total cubic yards (in millions) 5,014.3 124.5 39.6 8.1 (85.9) 3.4 5,104.0 Number of sites: Permitted airspace 206 — 3 (2) 207 Probable expansion airspace 13 3 — (2) 14 The following table reflects changes in capacity and remaining capacity for these landfills, as measured in cubic yards of airspace, as of December 31, 2022 .
Balance as of December 31, 2023 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of December 31, 2024 Cubic yards (in millions): Permitted airspace 4,821 — — 7 (87) 4 4,745 Probable expansion airspace 283 4 — (5) — — 282 Total cubic yards (in millions) 5,104 4 — 2 (87) 4 5,027 Number of sites: Permitted airspace 207 — 1 — 208 Probable expansion airspace 14 1 — (1) 14 The following table reflects changes in capacity and remaining capacity for these landfills, as measured in cubic yards of airspace, as of December 31, 2023 .

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeExpected Maturity Date 2024 2025 2026 2027 2028 Thereafter Total Fair Value as of December 31, 2023 Fixed rate debt: Amount outstanding (in millions) $ 911.6 $ 864.5 $ 511.0 $ 660.6 $ 811.4 $ 6,622.2 $ 10,381.3 $ 9,886.0 Variable rate debt: Amount outstanding (in millions) $ 20.7 $ 500.0 $ 874.9 $ — $ 30.0 $ 1,012.5 $ 2,438.1 $ 2,573.0 The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling $129.7 million.
Biggest changeExpected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total Fair Value as of December 31, 2024 Fixed rate debt: Amount outstanding (in millions) $ 863 $ 512 $ 663 $ 814 $ 1,163 $ 6,666 $ 10,681 $ 10,029 Variable rate debt: Amount outstanding (in millions) $ — $ 82 $ — $ 30 $ 1,016 $ 1,032 $ 2,160 $ 2,152 The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling $127 million.
Changes in market supply and demand for recycled commodities causes volatility in commodity prices. In prior periods, we have entered into derivative instruments such as swaps and costless collars designated as cash flow hedges to manage our exposure to changes in prices of these commodities. As of December 31, 2023, we had no recycling commodity hedges in place.
Changes in market supply and demand for recycled commodities causes volatility in commodity prices. In prior periods, we have entered into derivative instruments such as swaps and costless collars designated as cash flow hedges to manage our exposure to changes in prices of these commodities. As of December 31, 2024, we had no recycling commodity hedges in place.
Fuel Price Risk Fuel costs represent a significant operating expense. When economically practical, we may enter into new fuel hedges, renew contracts, or engage in other strategies to mitigate market risk. As of December 31, 2023, we had no fuel hedges in place.
Fuel Price Risk Fuel costs represent a significant operating expense. When economically practical, we may enter into new fuel hedges, renew contracts, or engage in other strategies to mitigate market risk. As of December 31, 2024, we had no fuel hedges in place.
Offsetting these changes in fuel expense would result in changes in our fuel recovery fee charged to our customers. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $36 million per year.
Offsetting these changes in fuel expense would result in changes in our fuel recovery fee charged to our customers. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $38 million per year.
Our operations also require the use of certain petrochemical-based products (such as liners at our landfills) the cost of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs.
Our operations also require the use of certain petrochemical-based products (such as liners at our landfills) the cost of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, 59 Table of Contents which would increase our operating and capital costs.
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 $10 million. Revenue from recycling processing and commodity sales during the years ended December 31, 2023 and 2022 was $312.3 million and $359.1 million, respectively. 62 Table of Contents
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 $11 million. Revenue from recycling processing and commodity sales during the years ended December 31, 2024 and 2023 was $409 million and $312 million, respectively. 60 Table of Contents
We also are susceptible to increases in fuel recovery fees from our vendors. 61 Table of Contents Our fuel costs were $541.6 million during 2023, or 3.6% of revenue, compared to $631.1 million, or 4.7% of revenue, during 2022. Commodities Price Risk We market recovered materials such as old corrugated containers and old newsprint from our recycling centers.
We also are susceptible to increases in fuel recovery fees from our vendors. Our fuel costs were $470 million during 2024, or 3% of revenue, compared to $542 million, or 4% of revenue, during 2023. Commodities Price Risk We market recovered materials such as old corrugated containers and old newsprint from our recycling centers.
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. 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 $20 million.
As of December 31, 2024, we had $2,160 million of principal floating rate debt. 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 $22 million.

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