0001060391false00010603912025-02-132025-02-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 13, 2025
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
     
Delaware 1-14267 65-0716904
(State or other jurisdiction of
incorporation)		 (Commission File Number) (IRS Employer Identification No.)
   
18500 North Allied Way  
Phoenix, Arizona 85054
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of exchange on which registered
Common Stock, par value $0.01 per share
RSG
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






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Item 2.02 Results of Operations and Financial Condition.
On February 13, 2025, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three months and year ended December 31, 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Full-Year 2025 Financial Guidance
Our guidance is based on current economic conditions.
Diluted earnings per share is expected to be in a range of $6.79 to $6.87 and adjusted diluted earnings per share is expected to be in a range of $6.82 to $6.90. Adjusted diluted earnings per share excludes the impact of restructuring charges.
We believe that the presentation of adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs, and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.
Cash provided by operating activities for 2025 is expected to be in a range of $4,170 million to $4,250 million. Adjusted free cash flow for 2025 is expected to be in a range of $2,320 million to $2,360 million. Adjusted free cash flow consists of cash provided by operating activities, less property and equipment received, which is expected to be in a range of $1,870 million to $1,910 million, plus proceeds from the sale of property and equipment which is expected to be approximately $10 million, plus cash paid for restructuring activities which is expected to be approximately $10 million, net of tax.
We believe that presenting adjusted free cash flow guidance provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine our management's compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.
For a reconciliation of adjusted diluted earnings per share to diluted earnings per share and adjusted free cash flow to cash provided by operating activities, see page 16 of the press release included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
   
Exhibit No. Description
 
Press release of Republic Services, Inc. issued February 13, 2025 to announce the financial results for the three months and year ended December 31, 2024.
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 REPUBLIC SERVICES, INC.
Date:February 13, 2025By:
/s/    BRIAN DELGHIACCIO
  
Brian DelGhiaccio
  Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
Date:February 13, 2025By:/s/    ELYSE M. CARLSEN
  Elyse M. Carlsen
  Vice President and
Chief Accounting Officer
(Principal Accounting Officer)

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EXHIBIT 99.1
rslogorgbverticala35.jpg

Republic Services, Inc.
Reports Fourth Quarter and Full-Year 2024 Results;
Provides 2025 Full-Year Financial Guidance

●
Exceeded Adjusted EBITDA, Adjusted Earnings Per Share and Adjusted Free Cash Flow Full-Year 2024 Guidance
●
Fourth Quarter Total Revenue Growth of 5.6 Percent
●
Fourth Quarter Earnings Per Share of $1.63 and Adjusted Earnings Per Share of $1.58
●
Expanded Fourth Quarter Net Income Margin 120 Basis Points and Adjusted EBITDA Margin 110 Basis Points
●
Generated Cash Flow from Operations of $3.94 Billion and Adjusted Free Cash Flow of $2.18 Billion in 2024
●
Returned $1.18 Billion to Shareholders in 2024
    

PHOENIX (February 13, 2025) – Republic Services, Inc. (NYSE: RSG) today reported net income of $512 million, or $1.63 per diluted share, for the three months ended December 31, 2024, versus $440 million, or $1.39 per diluted share, for the comparable 2023 period. Excluding certain expenses and other items, on an adjusted basis, net income for the three months ended December 31, 2024, was $497 million, or $1.58 per diluted share, versus $446 million, or $1.41 per diluted share, for the comparable 2023 period.

“We delivered another strong year of results in 2024, made possible by effectively executing our strategy designed to meet the needs of our customers and profitably grow the business. We exceeded expectations and generated double-digit growth in EBITDA, earnings and free cash flow, and expanded adjusted EBITDA margin by 140 basis points during the year,” said Jon Vander Ark, president and chief executive officer. “We continued to make investments across our business that support our differentiated capabilities and returned nearly $1.2 billion to shareholders through dividends and share repurchases.”
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Fourth-Quarter 2024 Highlights:

•Total revenue growth of 5.6 percent includes 4.3 percent organic growth and 1.3 percent growth from acquisitions.

•Core price on total revenue increased revenue by 6.1 percent. Core price on related business revenue increased revenue by 7.3 percent, which consisted of 9.1 percent in the open market and 4.5 percent in the restricted portion of the business.

•Revenue growth from average yield on total revenue was 4.4 percent, and volume decreased revenue by 1.2 percent. Revenue growth from average yield on related business revenue was 5.3 percent, and volume decreased related business revenue by 1.5 percent.

•Net income was $512 million, or a margin of 12.7 percent.

•EPS was $1.63 per share, an increase of 17.3 percent over the prior year.

•Adjusted EPS, a non-GAAP measure, was $1.58 per share, an increase of 12.1 percent over the prior year.

•Adjusted EBITDA, a non-GAAP measure, was $1.25 billion, and adjusted EBITDA margin, a non-GAAP measure, was 31.0 percent of revenue, an increase of 110 basis points over the prior year.

•The Company's average recycled commodity price per ton sold at our recycling centers during the fourth quarter was $153. This represents an increase of $22 per ton over the prior year.

•The Company completed and commenced operations on two renewable natural gas projects during the quarter.

Full-Year 2024 Highlights:

•Total revenue growth of 7.1 percent includes 4.5 percent organic growth and 2.6 percent growth from acquisitions.

•Core price on total revenue increased revenue by 6.5 percent. Core price on related business revenue increased revenue by 7.8 percent, which consisted of 9.5 percent in the open market and 5.1 percent in the restricted portion of the business.

•Revenue growth from average yield on total revenue was 5.1 percent, and volume decreased revenue by 1.1 percent. Revenue growth from average yield on related business revenue was 6.2 percent, and volume decreased related business revenue by 1.3 percent.

•Net income was $2.04 billion, or a margin of 12.7 percent.

•EPS was $6.49 per share, an increase of 18.6 percent over the prior year.

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•Adjusted EPS, a non-GAAP measure, was $6.46 per share, an increase of 15.2 percent over the prior year.

•Adjusted EBITDA, a non-GAAP measure, was $4.98 billion and adjusted EBITDA margin, a non-GAAP measure, was 31.1 percent of revenue, an increase of 140 basis points over the prior year.

•Cash provided by operating activities was $3.94 billion, an increase of 8.8 percent over the prior year.

•Adjusted free cash flow, a non-GAAP measure, was $2.18 billion, an increase of 10.0 percent versus the prior year.

•Cash invested in acquisitions, including an investment in a post-collection business, was $358 million.

•Six renewable natural gas projects were completed and commenced operations during the year.

•We commenced operations at our first Polymer Center in Las Vegas, and completed construction at our Polymer Center in Indianapolis.

•Cash returned to shareholders was $1.18 billion, which included $490 million of share repurchases and $687 million of dividends paid.

•The Company's average recycled commodity price per ton sold during the year was $164. This represents an increase of $47 per ton over the prior year.


2025 Financial Guidance

Republic's financial guidance is based on current economic conditions and does not assume any significant changes in the overall economy in 2025. The financial guidance also includes the expected contribution from acquisitions that have closed to date. Please refer to the Reconciliation of 2025 Financial Guidance section of this document for detail relating to the computation of non-GAAP measures as well as the Information Regarding Forward-Looking Statements section of this document. Full-year 2025 financial guidance is as follows:

•Revenue: Republic expects revenue to be in the range of $16.850 billion to $16.950 billion. The Company expects growth from average yield on total revenue to be approximately 4 percent and average yield on related revenue to be approximately 5 percent. The Company expects the impact from volume on total revenue to be in the range of (0.25) percent to 0.25 percent.

•Adjusted EBITDA: Republic expects adjusted EBITDA to be in the range of $5.275 billion to $5.325 billion.
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•Adjusted Diluted Earnings per Share: The Company expects adjusted diluted earnings per share to be in the range of $6.82 to $6.90.

•Adjusted Free Cash Flow: Republic expects adjusted free cash flow to be in the range of $2.320 billion to $2.360 billion. The Company expects to receive between $1.860 billion to $1.900 billion of property and equipment, net of proceeds from the sale of property and equipment.

•Acquisitions: Republic expects to invest approximately $1 billion in acquisitions in 2025.

“We expect to deliver another strong year of profitable growth in 2025,” said Mr. Vander Ark. “Our outlook is supported by pricing in excess of cost inflation, continued contribution from acquisitions, productivity enhancements from our digital tools and investments in sustainability innovation to drive long-term value creation.”


Company Declared Quarterly Dividend

Republic previously announced that its Board of Directors declared a regular quarterly dividend of $0.58 per share for shareholders of record on April 2, 2025. The dividend will be paid on April 15, 2025.


Presentation of Certain Performance Metrics and Non-GAAP Measures

Adjusted diluted earnings per share, adjusted net income - Republic, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA by business type, adjusted EBITDA margin by business type and adjusted free cash flow are described in the Performance Metrics and Reconciliations of Certain Non-GAAP Measures section of this document.

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About Republic Services

Republic Services, Inc. is a leader in the environmental services industry. Through its subsidiaries, the Company provides customers with the most complete set of products and services, including recycling, solid waste, special waste, hazardous waste and field services. Republic’s industry-leading commitments to advance circularity and support decarbonization are helping deliver on its vision to partner with customers to create a more sustainable world. For more information, please visit RepublicServices.com.

For more information, contact:
Media Inquiries    
Investor Inquiries
Roman Blahoski (480) 718-0328    
Aaron Evans (480) 718-0309
media@RepublicServices.com
investor@RepublicServices.com



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SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION
AND OPERATING DATA
REPUBLIC SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
 (in millions, except per share amounts)
December 31,December 31,
20242023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents$74 $140 
Accounts receivable, less allowance for doubtful accounts and other of $74 and $83, respectively
1,821 1,768 
Prepaid expenses and other current assets511 473 
Total current assets2,406 2,381 
Restricted cash and marketable securities208 164 
Property and equipment, net11,877 11,351 
Goodwill15,982 15,834 
Other intangible assets, net546 496 
Other assets1,383 1,184 
Total assets$32,402 $31,410 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$1,345 $1,412 
Notes payable and current maturities of long-term debt862 932 
Deferred revenue485 467 
Accrued landfill and environmental costs, current portion159 141 
Accrued interest101 104 
Other accrued liabilities1,176 1,172 
Total current liabilities4,128 4,228 
Long-term debt, net of current maturities11,851 11,887 
Accrued landfill and environmental costs, net of current portion2,432 2,281 
Deferred income taxes and other long-term tax liabilities, net1,594 1,527 
Insurance reserves, net of current portion402 349 
Other long-term liabilities588 595 
Commitments and contingencies
Stockholders' equity:
Preferred stock, par value $0.01 per share; 50 shares authorized; none issued
— — 
Common stock, par value $0.01 per share; 750 shares authorized; 313 and 321 issued including shares held in treasury, respectively
3 3 
Additional paid-in capital1,767 2,901 
Retained earnings9,774 8,434 
Treasury stock, at cost; 1 and 6 shares, respectively
(113)(784)
Accumulated other comprehensive loss, net of tax(26)(12)
Total Republic Services, Inc. stockholders' equity11,405 10,542 
Non-controlling interests in consolidated subsidiary2 1 
Total stockholders' equity11,407 10,543 
Total liabilities and stockholders' equity$32,402 $31,410 

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REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
 (in millions, except per share data)
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Revenue$4,046 $3,832 $16,032 $14,965 
Expenses:
Cost of operations2,317 2,264 9,350 8,943 
Depreciation, depletion and amortization443 402 1,677 1,501 
Accretion27 25 107 98 
Selling, general and administrative447 431 1,674 1,609 
Adjustment to withdrawal liability for a multiemployer pension fund
— 5 — 5 
Gain on business divestitures and impairments, net— (2)(1)(4)
Restructuring charges9 6 29 33 
Operating income803 701 3,196 2,780 
Interest expense(134)(129)(539)(508)
Loss on extinguishment of debt— — (2)— 
Loss from unconsolidated equity method investments(139)(95)(255)(94)
Interest income2 2 9 6 
Other income, net— 4 23 7 
Income before income taxes532 483 2,432 2,191 
Provision for income taxes20 43 388 460 
Net income512 440 2,044 1,731 
Net loss attributable to non-controlling interests in consolidated subsidiary— — (1)— 
Net income attributable to Republic Services, Inc.$512 $440 $2,043 $1,731 
Basic earnings per share attributable to Republic Services, Inc. stockholders:
Basic earnings per share$1.63 $1.40 $6.50 $5.47 
Weighted average common shares outstanding313.4 315.1 314.4 316.2 
Diluted earnings per share attributable to Republic Services, Inc. stockholders:
Diluted earnings per share$1.63 $1.39 $6.49 $5.47 
Weighted average common and common equivalent shares outstanding313.8 315.7 314.8 316.7 
Cash dividends per common share$0.580 $0.535 $2.230 $2.060 

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REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in millions)
Year Ended December 31,
20242023
Cash provided by operating activities:
Net income$2,044 $1,731 
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion, amortization and accretion1,784 1,599 
Non-cash interest expense71 86 
Stock-based compensation42 41 
Deferred tax provision87 102 
Provision for doubtful accounts, net of adjustments27 53 
Loss on extinguishment of debt2 — 
Gain on disposition of assets and asset impairments, net(19)(1)
Environmental adjustments7 2 
Loss from unconsolidated equity method investments255 94 
Other non-cash items(10)(1)
Change in assets and liabilities, net of effects from business acquisitions and divestitures:
Accounts receivable(76)(71)
Prepaid expenses and other assets(171)(30)
Accounts payable(27)83 
Capping, closure and post-closure expenditures(56)(61)
Remediation expenditures(62)(55)
Other liabilities14 43 
Proceeds for retirement of certain hedging relationships24 3 
Cash provided by operating activities3,936 3,618 
Cash used in investing activities:
Purchases of property and equipment(1,855)(1,631)
Proceeds from sales of property and equipment47 29 
Cash used in acquisitions and investments, net of cash and restricted cash acquired(753)(2,065)
Cash received from business divestitures2 6 
Purchases of restricted marketable securities(26)(29)
Sales of restricted marketable securities24 13 
Other— 10 
Cash used in investing activities(2,561)(3,667)
Cash (used in) provided by financing activities:
Proceeds from credit facilities and notes payable, net of fees24,020 39,221 
Proceeds from issuance of senior notes, net of discount and fees889 2,172 
Payments of credit facilities and notes payable(25,109)(40,411)
Issuances of common stock, net(14)(1)
Purchases of common stock for treasury(482)(262)
Cash dividends paid(687)(638)
Contingent consideration payments(15)(19)
Cash (used in) provided by financing activities(1,398)62 
Effect of foreign exchange rate changes on cash(2)1 
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents(25)14 
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period228 214 
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$203 $228 


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You should read the following information in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2024 (when filed). All amounts below are in millions and as a percentage of our revenue, except per share data.
REVENUE
The following table reflects our total revenue by line of business for the three months and year ended December 31, 2024 and 2023:
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Collection:
Residential$743 18.3 %$719 18.8 %$2,939 18.3 %$2,823 18.9 %
Small-container 1,221 30.2 1,168 30.5 4,820 30.1 4,439 29.7 
Large-container 747 18.5 730 19.1 3,024 18.9 2,922 19.5 
Other17 0.4 18 0.5 72 0.4 69 0.4 
Total collection
2,728 67.4 2,635 68.9 10,855 67.7 10,253 68.5 
Transfer445 418 1,780 1,699 
Less: intercompany(242)(230)(975)(933)
Transfer, net203 5.0 188 4.9 805 5.0 766 5.1 
Landfill747 713 2,981 2,885 
Less: intercompany(304)(293)(1,240)(1,206)
Landfill, net443 11.0 420 11.0 1,741 10.9 1,679 11.2 
Environmental solutions499 427 1,907 1,701 
Less: intercompany(17)(14)(64)(76)
Environmental solutions, net482 11.9 413 10.8 1,843 11.5 1,625 10.9 
Other:
Recycling processing and commodity sales
99 2.4 86 2.2 409 2.5 312 2.1 
Other non-core91 2.3 90 2.2 379 2.4 330 2.2 
Total other190 4.7 176 4.4 788 4.9 642 4.3 
Total revenue$4,046 100.0 %$3,832 100.0 %$16,032 100.0 %$14,965 100.0 %
The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three months and year ended December 31, 2024 and 2023:
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Average yield4.4 %6.3 %5.1 %6.1 %
Fuel recovery fees(0.9)(0.3)(0.4)(0.2)
Total price
3.5 6.0 4.7 5.9 
Volume(1.2)0.3 (1.1)0.5 
Change in workdays0.5 (0.1)0.3 — 
Recycling processing and commodity sales 0.2 0.5 0.5 (0.5)
Environmental solutions1.3 (1.0)0.1 0.1 
Total internal growth4.3 5.7 4.5 6.0 
Acquisitions / divestitures, net1.3 2.9 2.6 4.8 
Total5.6 %8.6 %7.1 %10.8 %
Core price6.1 %7.2 %6.5 %7.4 %
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Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain customers. We also measure changes in core price, average yield and volume 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 and organic growth strategies. The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three months and year ended December 31, 2024 and 2023:
Three Months Ended December 31,Year Ended December 31,
2024202320242023
As a % of Related BusinessAs a % of Related Business
Average yield5.3 %7.7 %6.2 %7.3 %
Core price7.3 %8.8 %7.8 %8.9 %
Volume(1.5)%0.4 %(1.3)%0.7 %
The following table reflects changes in average yield and volume, as a percentage of related business revenue by line of business, for the three months and year ended December 31, 2024 and 2023:
Three Months Ended December 31,Year Ended December 31,
2024202320242023
YieldVolumeYieldVolumeYieldVolumeYieldVolume
Collection:
Residential5.6 %(2.8)%7.4 %(2.4)%5.9 %(2.7)%5.9 %(0.5)%
Small-container6.1 %(0.3)%11.2 %0.2 %8.4 %(0.3)%10.1 %0.9 %
Large-container5.9 %(4.6)%7.7 %(1.4)%6.2 %(4.0)%8.6 %(0.9)%
Landfill:
Municipal solid waste5.6 %(0.2)%6.3 %3.7 %5.4 %0.7 %6.0 %1.5 %
Construction and demolition waste1.5 %17.0 %7.4 %(2.1)%3.9 %3.8 %6.6 %(2.7)%
Special waste— %(0.8)%— %12.7 %— %(1.6)%— %12.4 %
COST OF OPERATIONS
The following table summarizes the major components of our cost of operations for the three months and year ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Labor and related benefits$801 19.8 %$761 19.9 %$3,213 20.0 %$2,994 20.0 %
Transfer and disposal costs270 6.7 267 7.0 1,101 6.9 1,055 7.1 
Maintenance and repairs363 9.0 352 9.2 1,468 9.2 1,388 9.3 
Transportation and subcontract costs
328 8.1 290 7.6 1,212 7.6 1,171 7.8 
Fuel109 2.7 135 3.5 470 2.9 542 3.6 
Disposal fees and taxes
87 2.1 86 2.2 351 2.2 348 2.3 
Landfill operating costs91 2.2 85 2.2 367 2.3 335 2.2 
Risk management101 2.5 98 2.6 401 2.4 385 2.6 
Other198 4.9 190 4.9 796 5.0 725 4.9 
Subtotal2,348 58.0 2,264 59.1 9,379 58.5 8,943 59.8 
Gain on certain divestitures and impairments, net(29)(0.7)— — (29)(0.2)— — 
Total cost of operations$2,319 57.3 %$2,264 59.1 %$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 used by other companies. As such, you should take care when comparing our cost of operations by cost component to that of other companies and of ours for prior periods.
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SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The following table summarizes our selling, general and administrative expenses for the three months and year ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Salaries$294 7.3 %$280 7.3 %$1,129 7.0 %$1,050 7.0 %
Provision for doubtful accounts7 0.2 15 0.4 27 0.2 53 0.4 
Other146 3.5 128 3.3 518 3.2 472 3.1 
Subtotal447 11.0 423 11.0 1,674 10.4 1,575 10.5 
US Ecology acquisition integration and deal costs— — 9 0.2 — — 34 0.2 
Total selling, general and administrative expenses$447 11.0 %$432 11.2 %$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. As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies and of ours for prior periods.
PERFORMANCE METRICS AND RECONCILIATIONS OF CERTAIN NON-GAAP MEASURES
The following tables calculate EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA and adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, adjusted diluted earnings per share, and adjusted free cash flow, which are not measures determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), for the three months and year ended December 31, 2024 and 2023. Our definitions of the foregoing non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies.


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Adjusted EBITDA and Adjusted EBITDA Margin
The following table calculates adjusted EBITDA and adjusted EBITDA margin for the three months and year ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended December 31,Year Ended December 31,
2024202320242023
Net income attributable to Republic Services, Inc. and net income margin$512 12.7 %$440 11.5 %2,043 12.7 %$1,731 11.6 %
Net loss attributable to noncontrolling interests— — 1 — 
Provision for income taxes20 43 388 460 
Other income, net— (4)(23)(7)
Interest income(2)(2)(9)(6)
Interest expense134 129 539 508 
Depreciation, depletion and amortization443 402 1,677 1,501 
Accretion27 25 107 98 
EBITDA and EBITDA margin$1,134 28.0 %$1,033 27.0 %$4,723 29.5 %$4,285 28.6 %
Loss from unconsolidated equity method investment139 95 255 94 
Loss on extinguishment of debt and other related costs— — 2 — 
Adjustment to withdrawal liability for a multiemployer pension fund— 4 — 5 
Restructuring charges9 6 29 33 
Gain on certain divestitures and impairments, net(29)(2)(30)(4)
US Ecology acquisition integration and deal costs— 9 — 34 
Total adjustments$119 $112 $256 $162 
Adjusted EBITDA and adjusted EBITDA margin$1,253 31.0 %$1,145 29.9 %$4,979 31.1 %$4,447 29.7 %
Adjusted EBITDA and Adjusted EBITDA Margin by Business Type
The following table summarizes revenue, adjusted EBITDA and adjusted EBITDA margin by business type for the three months and year ended December 31, 2024 (in millions of dollars and adjusted EBITDA margin as a percentage of revenue):
Three Months Ended December 31, 2024
Recycling & WasteEnvironmental SolutionsTotal
Revenue
$3,564 $482 $4,046 
Adjusted EBITDA(a)
$1,134 $119 $1,253 
Adjusted EBITDA Margin31.8 %24.7 %31.0 %
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Year Ended December 31, 2024
Recycling & WasteEnvironmental SolutionsTotal
Revenue
$14,189 $1,843 $16,032 
Adjusted EBITDA(a)
$4,543 $436 $4,979 
Adjusted EBITDA Margin32.0 %23.7 %31.1 %
(a) Certain corporate expenses, including selling, general and administrative expenses, and National Accounts revenue are allocated to the two business types.
The amounts shown for Recycling & Waste represent the sum of our Group 1 and Group 2 reportable segments, and Environmental Solutions represents our Group 3 reportable segment.
Adjusted Earnings Per Share
The following table calculates adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share for the three months and year ended December 31, 2024 and 2023:
Three Months Ended December 31, 2024
Three Months Ended December 31, 2023
DilutedDiluted
NetEarningsNetEarnings
Pre-taxTaxIncome -perPre-taxTaxIncome -per
Income
Impact(1)
RepublicShareIncome
Impact(1)
RepublicShare
As reported$532 $20 $512 $1.63 $483 $43 $440 $1.39 
Restructuring charges9 2 7 0.02 6 2 4 0.01 
Gain on certain divestitures and impairments, net(29)(7)(22)(0.07)(2)6 (8)(0.02)
Settlements and withdrawals on pension plans— — — — 4 1 3 0.01 
US Ecology acquisition integration and deal costs— — — — 9 2 7 0.02 
Total adjustments(20)(5)(15)(0.05)17 11 6 0.02 
As adjusted$512 $15 $497 $1.58 $500 $54 $446 $1.41 
Year Ended December 31, 2024
Year Ended December 31, 2023
DilutedDiluted
NetEarningsNetEarnings
Pre-taxTaxIncome -perPre-taxTaxIncome -per
Income
Impact(1)
RepublicShareIncome
Impact(1)
RepublicShare
As reported$2,432 $389 $2,043 $6.49 $2,191 $460 $1,731 $5.47 
Gain on extinguishment of debt and other related costs, net(6)(2)(4)(0.01)— — — — 
Restructuring charges29 8 21 0.07 33 8 25 0.08 
Gain on certain divestitures and impairments, net(30)(8)(22)(0.07)(4)5 (9)(0.03)
Settlements and withdrawals on pension plans(8)(2)(6)(0.02)5 2 3 0.01 
US Ecology acquisition integration and deal costs— — — — 34 9 25 0.08 
Total adjustments(15)(4)(11)(0.03)68 24 44 0.14 
As adjusted$2,417 $385 $2,032 $6.46 $2,259 $484 $1,775 $5.61 
(1) The income tax effect related to our adjustments includes both current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.
We believe that presenting EBITDA and EBITDA margin is useful to investors because they provide important information concerning our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDA margin demonstrate our ability to execute our financial strategy, which includes reinvesting in existing capital assets to ensure a high level of customer service, investing in capital assets to facilitate growth in our customer base and services provided, maintaining our investment grade credit ratings and minimizing debt, paying cash dividends, repurchasing our common stock, and maintaining and improving our market position through business optimization. Although depreciation, depletion, amortization and accretion are considered operating costs in accordance with U.S. GAAP, they represent the allocation of non-cash costs generally associated with long-lived assets acquired or constructed in prior years.
We believe that presenting adjusted EBITDA and adjusted EBITDA margin, adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share provide an understanding of operational activities before the financial impact of certain items. We use these measures, and believe
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investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods.
Gain on extinguishment of debt and other related costs, net. During the year ended December 31, 2024, we recognized a loss of $2 million due to the amendment and restatement of our credit facility. Additionally, we recorded a net gain of $8 million during the year ended December 31, 2024, attributable to the early settlement of certain cash flow hedges related to the term loan facility. The gain was recognized as a reduction of interest expense. During the year ended December 31, 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our term loan facility. We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of less than $1 million.
Restructuring charges. During the three months and year ended December 31, 2024, we incurred restructuring charges of $9 million and $29 million, respectively, and during the three months and year ended December 31, 2023, we incurred restructuring charges of $6 million and $33 million, respectively. The 2024 charges primarily related to the redesign of our asset management, and customer and order management software systems. Of the 2023 charges, $9 million related to the early termination of certain leases and $24 million related to the redesign of our asset management, and customer and order management software systems. During the year ended December 31, 2024 and 2023, we paid $25 million and $39 million, respectively, related to these restructuring efforts.
Gain on certain divestitures and impairments, net. During the three months and year ended December 31, 2024, we recorded a net gain on certain divestitures and impairments of $29 million and $30 million, respectively, of which $29 million was due to a gain on sale of a transfer station facility and $1 million related to a gain on business divestitures and impairments. During the three months and year ended December 31, 2023, we recorded a net gain on business divestitures and impairments of $2 million and $4 million, respectively.
Settlements and withdrawals on pension plans. During the year ended December 31, 2024, we recognized a settlement of our defined benefit pension plan. The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of benefit obligations to a third-party insurance company under a group annuity contract. As a result of the settlements, we recognized a non-cash gain of $8 million during the year ended December 31, 2024, related to the accelerated recognition of the unamortized net actuarial gains in accumulated other comprehensive loss.
US Ecology, Inc. acquisition integration and deal costs. During the three months and year ended December 31, 2023, we incurred acquisition integration and deal costs of $9 million and $34 million, respectively, in connection with the acquisition of US Ecology, Inc, which included certain costs to integrate the business. The acquisition closed on May 2, 2022. Our integration of the business was substantially complete as of December 31, 2023.
Adjusted Free Cash Flow
The following table calculates our adjusted free cash flow, which is not a measure determined in accordance with U.S. GAAP, for the years ended December 31, 2024 and 2023:
Year Ended December 31,
20242023
Cash provided by operating activities$3,936 $3,618 
Property and equipment received(1,818)(1,717)
Proceeds from sales of property and equipment47 29 
Restructuring payments, net of tax19 29 
Cash tax benefit for debt extinguishment and other related costs(1)— 
Divestiture related tax payments— 1 
US Ecology acquisition integration and deal costs, net of tax— 25 
Adjusted free cash flow$2,183 $1,985 
We believe that presenting adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary payments because it excludes certain payments that are required or to which we have committed, such as debt service requirements and dividend payments.
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Purchases of property and equipment as reflected on our consolidated statements of cash flows represent amounts paid during the period for such expenditures. A reconciliation of property and equipment expenditures reflected on our consolidated statements of cash flows to property and equipment received during the period follows for the years ended December 31, 2024 and 2023:
Year Ended December 31,
20242023
Purchases of property and equipment per the unaudited consolidated statements of cash flows
$1,855 $1,631 
Adjustments for property and equipment received in a different period
(37)86 
Property and equipment received during the period$1,818 $1,717 
The adjustments noted above do not affect our net change in cash, cash equivalents, restricted cash and restricted cash equivalents as reflected in our consolidated statements of cash flows.
ACCOUNTS RECEIVABLE
As of December 31, 2024 and December 31, 2023, accounts receivable were $1,821 million and $1,768 million, net of allowance for doubtful accounts of $74 million and $83 million, respectively, resulting in days sales outstanding of 40.9, or 30.0 days net of deferred revenue, compared to 42.0, or 30.9 days net of deferred revenue, respectively.
CASH DIVIDENDS
In October 2024, we paid a cash dividend of $182 million to shareholders of record as of October 2, 2024. 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.
SHARE REPURCHASE PROGRAM
During the three months ended December 31, 2024, we repurchased 0.8 million shares of our common stock for $160 million at a weighted average cost per share of $201. As of December 31, 2024, the remaining authorized purchase capacity under our October 2023 repurchase program was $2.5 billion.
RECONCILIATION OF 2025 FINANCIAL GUIDANCE
Adjusted EBITDA
The following is a summary of our anticipated adjusted EBITDA for the year ending December 31, 2025, which is not a measure determined in accordance with U.S. GAAP:
(Anticipated)
Year Ending December 31, 2025
Net income attributable to Republic Services, Inc.$ 2,110 - 2,140
Provision for income taxes525 - 535
Interest expense, net565 
Depreciation, depletion, amortization and accretion1,890 - 1,900
Loss from unconsolidated equity method investments170 
Restructuring charges15 
Adjusted EBITDA$ 5,275 - 5,325
We believe that presenting adjusted EBITDA provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods.

15

Adjusted Diluted Earnings per Share
The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, 2025, which is not a measure determined in accordance with U.S. GAAP:
(Anticipated)
Year Ending
December 31, 2025
Diluted earnings per share$ 6.79 - 6.87
Restructuring charges0.03 
Adjusted diluted earnings per share$ 6.82 - 6.90
We believe that presenting adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.
Adjusted Free Cash Flow
Our anticipated adjusted free cash flow for the year ending December 31, 2025, which is not a measure determined in accordance with U.S. GAAP, is calculated as follows:
(Anticipated)
Year Ending
December 31, 2025
Cash provided by operating activities$ 4,170 - 4,250
Property and equipment received(1,870) - (1,910)
Proceeds from sales of property and equipment10 
Restructuring payments, net of tax10 
Adjusted free cash flow$ 2,320 - 2,360
We believe that presenting adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary payments because it excludes certain payments that are required or to which we have committed, such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.
Our financial guidance is based on current economic conditions.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. These statements include information about our plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot assure you that the expectations will prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and increasing interest rates, impacts from international trade restrictions, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from
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those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, particularly under Part I, Item 1A – Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
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v3.25.0.1
Cover Page
Feb. 13, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 13, 2025
Entity Registrant Name Republic Services, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 1-14267
Entity Tax Identification Number 65-0716904
Entity Address, Address Line One 18500 North Allied Way
Entity Address, City or Town Phoenix,
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85054
City Area Code 480
Local Phone Number 627-2700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.01 per share
Trading Symbol RSG
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001060391
Amendment Flag false
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