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): April 23, 2015 (March 31, 2015)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





TABLE OF CONTENTS


2



Item 2.02 Results of Operations and Financial Condition
On April 23, 2015, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three months ended March 31, 2015. A copy of this press release is incorporated herein by reference as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
 
 
 
Exhibit No.
 
Description
99.1
 
Press release of Republic Services, Inc. issued April 23, 2015 to announce the financial results for the three months ended March 31, 2015.


3



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: April 23, 2015
By:  
/s/ Charles F. Serianni
 
 
Charles F. Serianni
 
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer) 
 
 
 
 
By:  
/s/ Brian A. Goebel  
 
 
Brian A. Goebel
 
 
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 


4


EXHIBIT 99.1

Republic Services, Inc. Reports
First Quarter Results

 
Company Reports First Quarter Earnings of $0.49 Per Share
 
Revenue Growth of 4.4 Percent, Which Included Average Yield of 2.1 Percent
 
EBITDA Increased Approximately 9 Percent Compared to the Prior Year
 
Repurchased 2.3 Million Shares for Approximately $95 Million

PHOENIX (April 23, 2015) - Republic Services, Inc. (NYSE: RSG) today reported net income of $172.4 million, or $0.49 per diluted share, for the three months ended March 31, 2015, versus $132.5 million, or $0.37 per diluted share, for the comparable 2014 period. The prior year's adjusted diluted earnings per share of $0.43 excluded a remediation charge of $0.06 per diluted share.

“We started the year strong and continued to execute our strategic initiatives which helped drive earnings and free cash flow growth," said Donald W. Slager, president and chief executive officer. "Our 2015 plan assumed business conditions would continue to improve, which we confirmed with our first quarter performance. We remain well-positioned to achieve our full year goals.”

Earnings before interest, taxes, depreciation, depletion, amortization and accretion (EBITDA) during the three months ended March 31, 2015, was $625.9 million, or 28.9 percent of revenue, compared to adjusted EBITDA of $574.8 million, or 27.7 percent of revenue, for the comparable 2014 period. EBITDA and adjusted EBITDA are described in the Reconciliation of Certain Non-GAAP Measures section of this document.

Revenue for the three months ended March 31, 2015, increased to $2,169.4 million from $2,077.2 million for the comparable 2014 period. This growth in revenue of 4.4 percent was made up of increases in average yield of 2.1 percent, volume of 1.9 percent, and acquisitions, net of divestitures of 2.1 percent, partially offset by decreases in fuel recovery fees of 0.7 percent and recycled commodities of 1.0 percent.



1



Company Declares Quarterly Dividend

Republic announced today that its Board of Directors declared a regular quarterly dividend of $0.28 per share for shareholders of record on July 1, 2015. The dividend will be paid on July 15, 2015.

About Republic Services

Republic Services, Inc. (NYSE: RSG) is an industry leader in U.S. recycling and non-hazardous solid waste. Through its subsidiaries, Republic’s collection companies, recycling centers, transfer stations and landfills focus on providing effective solutions to make proper waste disposal effortless for their commercial, industrial, municipal, residential and oilfield customers. We’ll handle it from here.TM, the brand's tagline, lets customers know they can count on Republic to provide a superior experience while fostering a sustainable Blue PlanetTM
for future generations to enjoy a cleaner, safer and healthier world.

For more information, visit the Republic Services website at RepublicServices.com. “Like” Republic on Facebook at www.facebook.com/RepublicServices and follow on Twitter @RepublicService.

For more information, contact:
Media Inquiries
Investor Inquiries
Darcie Brossart (480) 627-2700
Brian DelGhiaccio (480) 627-2741
media@RepublicServices.com
irelations@RepublicServices.com

###


2


SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION
AND OPERATING DATA
 
 
 
 
REPUBLIC SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
 (in millions, except per share amounts)
 
 
 
 
 
March 31,
 
December 31,
 
2015
 
2014
 
(Unaudited)
 
 
ASSETS
Current assets:
 
 
 
Cash and cash equivalents
$
134.3

 
$
75.2

Accounts receivable, less allowance for doubtful accounts and other of $48.2 and $38.9, respectively
930.4

 
930.4

Prepaid expenses and other current assets
156.6

 
263.4

Deferred tax assets
122.4

 
122.0

Total current assets
1,343.7

 
1,391.0

Restricted cash and marketable securities
112.7

 
115.6

Property and equipment, net
7,447.0

 
7,165.3

Goodwill
11,095.5

 
10,830.9

Other intangible assets, net
289.4

 
298.9

Other assets
305.4

 
292.3

Total assets
$
20,593.7

 
$
20,094.0

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 
 
 
Accounts payable
$
491.6

 
$
527.3

Notes payable and current maturities of long-term debt
10.1

 
10.4

Deferred revenue
314.6

 
306.3

Accrued landfill and environmental costs, current portion
165.3

 
164.3

Accrued interest
69.9

 
67.0

Other accrued liabilities
704.9

 
750.7

Total current liabilities
1,756.4

 
1,826.0

Long-term debt, net of current maturities
7,554.5

 
7,050.8

Accrued landfill and environmental costs, net of current portion
1,696.1

 
1,677.5

Deferred income taxes and other long-term tax liabilities
1,140.1

 
1,149.0

Insurance reserves, net of current portion
292.4

 
298.0

Other long-term liabilities
389.5

 
344.9

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; 415.6 and 414.4
     issued including shares held in treasury, respectively
4.2

 
4.1

Additional paid-in capital
6,914.4

 
6,876.9

Retained earnings
2,868.3

 
2,795.0

Treasury stock, at cost (63.8 and 61.7 shares, respectively)
(1,997.0
)
 
(1,901.8
)
Accumulated other comprehensive loss, net of tax
(27.8
)
 
(28.9
)
Total Republic Services, Inc. stockholders' equity
7,762.1

 
7,745.3

Noncontrolling interests
2.6

 
2.5

Total stockholders' equity
7,764.7

 
7,747.8

Total liabilities and stockholders' equity
$
20,593.7

 
$
20,094.0



3



REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
 (in millions, except per share data)
 
 
 
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenue
$
2,169.4

 
$
2,077.2

Expenses:
 
 
 
Cost of operations
1,304.3

 
1,324.7

Depreciation, amortization and depletion
233.4

 
213.1

Accretion
19.7

 
19.5

Selling, general and administrative
239.2

 
213.8

Operating income
372.8

 
306.1

Interest expense
(88.6
)
 
(87.0
)
Interest income
0.3

 
0.1

Other income, net

 
1.0

Income before income taxes
284.5

 
220.2

Provision for income taxes
112.0

 
87.6

Net income
172.5

 
132.6

Net income attributable to noncontrolling interests
(0.1
)
 
(0.1
)
Net income attributable to Republic Services, Inc.
$
172.4

 
$
132.5

Basic earnings per share attributable to Republic Services, Inc. stockholders:
 
 
 
Basic earnings per share
$
0.49

 
$
0.37

Weighted average common shares outstanding
353.3

 
359.8

Diluted earnings per share attributable to Republic Services, Inc. stockholders:
 
 
 
Diluted earnings per share
$
0.49

 
$
0.37

 Weighted average common and common equivalent shares outstanding
354.8

 
361.0

Cash dividends per common share
$
0.28

 
$
0.26


4


REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (in millions)
 
Three Months Ended March 31,
 
2015
 
2014
Cash provided by operating activities:
 
 
 
Net income
$
172.5

 
$
132.6

Adjustments to reconcile net income to cash provided by operating activities:
 
 
 
Depreciation, amortization, depletion and accretion
253.1

 
232.6

Non-cash interest expense
11.0

 
11.2

Stock-based compensation
7.2

 
6.7

Deferred tax benefit
(11.4
)
 
(19.2
)
Provision for doubtful accounts, net of adjustments
4.9

 
3.4

Gain on disposition of assets, net and asset impairments
(1.4
)
 
(1.6
)
Environmental adjustments
(1.3
)
 
36.2

Excess income tax benefit from stock option exercises and other non-cash items
(4.1
)
 
0.4

Change in assets and liabilities, net of effects from business acquisitions and divestitures:
 
 
 
Accounts receivable
31.3

 
14.0

Prepaid expenses and other assets
12.3

 
(9.6
)
Accounts payable
(34.0
)
 
(22.1
)
Capping, closure and post-closure expenditures
(9.3
)
 
(8.7
)
Remediation expenditures
(15.3
)
 
(27.1
)
Other liabilities
80.6

 
47.6

Cash provided by operating activities
496.1

 
396.4

Cash used in investing activities:
 
 
 
Purchases of property and equipment
(269.6
)
 
(213.7
)
Proceeds from sales of property and equipment
3.2

 
2.5

Cash used in business acquisitions, net of cash acquired
(509.4
)
 
(6.2
)
Change in restricted cash and marketable securities
2.9

 
8.0

Other
(0.5
)
 
(0.7
)
Cash used in investing activities
(773.4
)
 
(210.1
)
Cash used in financing activities:
 
 
 
Proceeds from notes payable and long-term debt
658.0

 

Proceeds from issuance of senior notes, net of discount
497.9

 

Payments of notes payable and long-term debt
(660.8
)
 
(13.8
)
Fees paid to issue senior notes and retire certain hedging relationships
(3.3
)
 

Issuances of common stock
26.2

 
15.9

Excess income tax benefit from stock option exercises
3.6

 
0.2

Purchases of common stock for treasury
(86.1
)
 
(132.2
)
Cash dividends paid
(98.7
)
 
(93.7
)
Other
(0.4
)
 
(0.2
)
Cash provided by (used in) financing activities
336.4

 
(223.8
)
Increase (decrease) in cash and cash equivalents
59.1

 
(37.5
)
Cash and cash equivalents at beginning of year
75.2

 
213.3

Cash and cash equivalents at end of period
$
134.3

 
$
175.8


5


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, 2014. 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 ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
 
2015
 
 
2014
 
Collection:
 
 
 
 
 
 
 
 
 
 
   Residential
 
$
551.7

 
25.4
%
 
$
537.9

 
25.9
%
   Commercial
 
694.8

 
32.0
 
 
664.2

 
32.0
 
   Industrial
 
435.0

 
20.1
 
 
402.4

 
19.4
 
   Other
 
8.7

 
0.4
 
 
9.0

 
0.4
 
   Total collection
 
1,690.2

 
77.9
 
 
1,613.5

 
77.7
 
Transfer
 
250.8

 
 
 
 
237.6

 
 
 
Less: intercompany
 
(157.5
)
 
 
 
 
(148.6
)
 
 
 
   Transfer, net
 
93.3

 
4.3
 
 
89.0

 
4.3
 
Landfill
 
456.5

 
 
 
 
437.2

 
 
 
Less: intercompany
 
(217.6
)
 
 
 
 
(209.5
)
 
 
 
   Landfill, net
 
238.9

 
11.0
 
 
227.7

 
11.0
 
E&P waste services
 
23.8

 
1.1
 
 
9.1

 
0.4
 
Other:
 
 
 
 
 
 
 
 
 
 
Sale of recycled commodities
 
85.7

 
4.0
 
 
99.0

 
4.7
 
Other non-core
 
37.5

 
1.7
 
 
38.9

 
1.9
 
   Total other
 
123.2

 
5.7
 
 
137.9

 
6.6
 
Total revenue
 
$
2,169.4

 
100.0
%
 
$
2,077.2

 
100.0
%
 
 
 
 
 
 
 
 
 
 
 
The following table reflects changes in our revenue for the three months ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Average yield (as a percent of total revenue)
 
2.1
 %
 
1.2
%
Fuel recovery fees
 
(0.7
)
 
0.1

Total price
 
1.4

 
1.3

Volume
 
1.9

 
1.5

Recycled commodities
 
(1.0
)
 
0.4

Total internal growth
 
2.3

 
3.2

Acquisitions / divestitures, net
 
2.1

 
0.6

Total
 
4.4
 %
 
3.8
%
 
 
 
 
 
Core price
 
3.7
 %
 
3.2
%
 
 
 
 
 
Average yield as a percentage of related-business revenue was 2.4% and 1.3% for the three months ended March 31, 2015 and 2014, respectively. Core price as a percentage of related-business revenue was 4.1% and 3.5% for the three months ended March 31, 2015 and 2014, respectively. We measure changes in average yield and core price as a percentage of related-business revenue, defined as total revenue excluding recycled commodities and fuel recovery fees, to determine the effectiveness of our pricing strategies.




6


COST OF OPERATIONS
The following table summarizes the major components of our cost of operations for the three months ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
 
2015
 
 
2014
 
Labor and related benefits
 
$
442.9

 
20.4

%
 
$
416.0

 
20.0

%
Transfer and disposal costs
 
160.4

 
7.4

 
 
151.3

 
7.3

 
Maintenance and repairs
 
198.5

 
9.1

 
 
182.9

 
8.8

 
Transportation and subcontract costs
 
117.3

 
5.4

 
 
114.4

 
5.5

 
Fuel
 
93.0

 
4.3

 
 
129.3

 
6.2

 
Franchise fees and taxes
 
102.7

 
4.7

 
 
96.9

 
4.7

 
Landfill operating costs
 
32.9

 
1.5

 
 
35.1

 
1.7

 
Risk management
 
36.7

 
1.7

 
 
42.9

 
2.1

 
Cost of goods sold
 
39.1

 
1.8

 
 
42.6

 
2.0

 
Other
 
80.8

 
3.8

 
 
77.2

 
3.7

 
Subtotal
 
1,304.3

 
60.1

 
 
1,288.6

 
62.0

 
Bridgeton remediation
 

 

 
 
36.1

 
1.8

 
Total cost of operations
 
$
1,304.3

 
60.1

%
 
$
1,324.7

 
63.8

%
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.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The following table summarizes our selling, general and administrative expenses for the three months ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
 
2015
 
 
2014
 
Salaries
 
$
154.2

 
7.1

%
 
$
141.8

 
6.8

%
Provision for doubtful accounts
 
4.9

 
0.2

 
 
3.4

 
0.2

 
Other
 
80.1

 
3.7

 
 
68.6

 
3.3

 
Total selling, general and administrative expenses
 
$
239.2

 
11.0

%
 
$
213.8

 
10.3

%
 
 
 
 
 
 
 
 
 
 
 
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.

7


RECONCILIATION OF CERTAIN NON-GAAP MEASURES
Earnings Before Interest, Taxes, Depreciation, Depletion, Amortization and Accretion
The following table calculates earnings before interest, taxes, depreciation, depletion, amortization and accretion (EBITDA), which is not a measure determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), for the three months ended March 31, 2015 and 2014:
 
Three Months Ended March 31,
 
2015
 
2014
Net income attributable to Republic Services, Inc.
$
172.4

 
$
132.5

Net income attributable to noncontrolling interests
0.1

 
0.1

Provision for income taxes
112.0

 
87.6

Other income, net

 
(1.0
)
Interest income
(0.3
)
 
(0.1
)
Interest expense
88.6

 
87.0

Depreciation, amortization and depletion
233.4

 
213.1

Accretion
19.7

 
19.5

EBITDA
$
625.9

 
$
538.7

We believe that presenting EBITDA is useful to investors because it provides important information concerning our operating performance exclusive of certain non-cash and other costs. EBITDA demonstrates 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 rating and minimizing debt, paying cash dividends, repurchasing our common stock, and maintaining and improving our market position through business optimization. This measure has limitations. 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. Our definition of EBITDA may not be comparable to similarly titled measures presented by other companies.
Adjusted Earnings
Reported diluted earnings per share were $0.49 for the three months ended March 31, 2015, as compared to $0.37 for the same period in 2014. During the three months ended March 31, 2014, we recorded a remediation charge that impacted our EBITDA, pre-tax income, net income attributable to Republic Services, Inc. (Net Income – Republic) and diluted earnings per share. These items primarily consist of the following:
 
 
Three Months Ended March 31, 2014
 
 
 
 
 
 
Net
 
Diluted
 
 
 
 
Pre-tax
 
Income -
 
Earnings
 
 
EBITDA
 
Income
 
Republic
 
per Share
As reported
 
$
538.7

 
$
220.2

 
$
132.5

 
$
0.37

Bridgeton remediation
 
36.1

 
36.1

 
21.8

 
0.06

As adjusted
 
$
574.8

 
$
256.3

 
$
154.3

 
$
0.43

 
 
 
 
 
 
 
 
 
We believe that presenting adjusted EBITDA, adjusted pre-tax income, adjusted net income attributable to Republic Services, Inc., and adjusted diluted earnings per share, which are not measures determined in accordance with U.S. GAAP, provides an understanding of operational activities before the financial impact of certain items. We use these measures, and believe 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 and costs in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. In the case of the Bridgeton remediation charges, we are adjusting such amounts due to their significant effect on our operating results. However, in the ordinary course of our business, we often incur remediation adjustments that we do not adjust from our operating results. Our definitions of adjusted EBITDA, adjusted pre-tax income, adjusted net income attributable to Republic Services Inc., and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.

8


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 three months ended March 31, 2015 and 2014:
 
Three Months Ended March 31,
 
2015
 
2014
Cash provided by operating activities
$
496.1

 
$
396.4

Property and equipment received
(261.0
)
 
(215.8
)
Proceeds from sales of property and equipment
3.2

 
2.5

Cash paid related to negotiation and withdrawal costs - Central States Pension and Other Funds, net of tax
2.5

 
2.5

Adjusted free cash flow
$
240.8

 
$
185.6

We believe that presenting adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain payments. 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.
Purchases of property and equipment as reflected on our consolidated statements of cash flows and the adjusted free cash flow presented above represent amounts paid during the period for such expenditures. A reconciliation of property and equipment reflected on our consolidated statements of cash flows to property and equipment received during the period follows for the three months ended March 31, 2015 and 2014:
 
 
Three Months Ended March 31,
 
 
2015
 
2014
Purchases of property and equipment per the unaudited consolidated statements of cash flows
 
$
269.6

 
$
213.7

Adjustments for property and equipment received during the prior period but paid for in the following period, net
 
(8.6
)
 
2.1

Property and equipment received during the period
 
$
261.0

 
$
215.8

 
 
 
 
 
The adjustments noted above do not affect our net change in cash and cash equivalents as reflected in our consolidated statements of cash flows.
ACCOUNTS RECEIVABLE
As of March 31, 2015 and December 31, 2014, accounts receivable were each $930.4 million, net of allowance for doubtful accounts and other of $48.2 million and $38.9 million, resulting in days sales outstanding, net of acquisitions, of 38 (or 25 net of deferred revenue), respectively.
CASH DIVIDENDS
In January 2015, we paid a cash dividend of $98.7 million to shareholders of record as of January 2, 2015. As of March 31, 2015, we recorded a quarterly dividend payable of $98.5 million to shareholders of record at the close of business on April 1 2015, which was paid on April 15, 2015.
STOCK REPURCHASE PROGRAM
During the three months ended March 31, 2015, we repurchased 2.1 million shares of our stock for $86.1 million at a weighted average cost per share of $41.01. As of March 31, 2015, 0.2 million repurchased shares were pending settlement and $9.1 million were unpaid and included within other accrued liabilities.
As of March 31, 2015, we had 351.8 million shares of common stock issued and outstanding.



9


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 statements 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:
general economic and market conditions, including inflation and changes in commodity pricing, 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;
whether our estimates and assumptions concerning our selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, and projected costs and expenses related to our landfills and property and equipment (including our estimates of the fair values of the assets and liabilities acquired in our acquisition of Allied Waste Industries, Inc.), and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate;
competition and demand for services in the solid waste industry;
price increases to our customers 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;
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;
our business is capital intensive and may consume cash in excess of cash flow from operations;
any exposure to environmental liabilities or remediation requirements, to the extent not adequately covered by insurance, 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 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;
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 occurs with respect to any multiemployer pension plan to which we contribute;
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;
a cyber security incident could negatively impact our business and our relationships with customers; and

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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.
The risks included here are not exhaustive. Refer to “Part I, Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 for further discussion regarding our exposure to risks. You should be aware that any forward-looking statement made by us in this press release, speaks only as of the date on which we make it. 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 or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements made in this press release. You should not place undue reliance on these forward-looking statements. Except to the extent required by applicable law or regulation, we undertake no obligation to update or publish revised forward-looking statements to reflect events or circumstances after the date of this press release, or to reflect the occurrence of unanticipated events.

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