調整後の希薄化後1株利益、調整後の当期純利益、リパブリック、EBITDA、調整後のEBITDA、調整後のEBITDAマージン、ビジネスタイプ別の調整後のEBITDA、ビジネスタイプ別の調整後のEBITDAマージンおよび調整後のフリーキャッシュフローについては、この文書のPerformance Metrics and Reconciliations of Certain Non-GAAP Measuresセクションで説明されています。
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, amortization, depletion and accretion
1,314.3
1,172.6
Non-cash interest expense
54.0
65.5
Stock-based compensation
31.0
31.7
Deferred tax provision
70.2
52.2
Provision for doubtful accounts, net of adjustments
19.9
38.6
Loss on extinguishment of debt
2.4
0.2
Loss (gain) on disposition of assets and asset impairments, net
5.9
(3.7)
Loss (income) from unconsolidated equity method investments
116.0
(0.2)
Other non-cash items
(10.9)
(0.6)
Change in assets and liabilities, net of effects from business acquisitions and divestitures:
Accounts receivable
(99.9)
(161.0)
Prepaid expenses and other assets
(59.5)
121.4
Accounts payable
(26.3)
93.5
Capping, closure and post-closure expenditures
(35.3)
(40.5)
Remediation expenditures
(44.9)
(31.4)
Other liabilities
21.9
86.9
Proceeds for retirement of certain hedging relationships
23.7
2.4
Cash provided by operating activities
2,914.0
2,719.3
Cash used in investing activities:
Purchases of property and equipment
(1,357.4)
(1,083.2)
Proceeds from sales of property and equipment
8.6
25.0
Cash used in acquisitions and investments, net of cash and restricted cash acquired
(400.4)
(1,051.1)
Cash received from business divestitures
2.5
1.7
Purchases of restricted marketable securities
(17.9)
(13.8)
Sales of restricted marketable securities
16.4
13.1
Other
(0.3)
7.5
Cash used in investing activities
(1,748.5)
(2,100.8)
Cash used in financing activities:
Proceeds from credit facilities and notes payable, net of fees
15,616.1
27,940.2
Proceeds from issuance of senior notes, net of discount and fees
888.8
1,183.6
Payments of credit facilities and notes payable
(16,835.1)
(29,024.7)
Issuances of common stock, net
(17.8)
(4.3)
Purchases of common stock for treasury
(320.7)
(190.4)
Cash dividends paid
(504.8)
(469.5)
Distributions paid to non-controlling interests in consolidated subsidiary
(0.4)
—
Contingent consideration payments
(14.2)
(14.1)
Cash used in financing activities
(1,188.1)
(579.2)
Effect of foreign exchange rate changes on cash
1.1
0.2
(Decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents
(21.5)
39.5
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period
227.5
214.3
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period
$
206.0
$
253.8
6
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, 2023. 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 and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Collection:
Residential
$
739.7
18.1
%
$
718.2
18.8
%
$
2,196.1
18.3
%
$
2,103.4
18.9
%
Small-container
1,209.1
29.7
1,126.3
29.4
3,599.2
30.0
3,270.2
29.4
Large-container
774.6
19.0
753.0
19.7
2,277.7
19.0
2,192.4
19.7
Other
18.4
0.5
19.0
0.5
54.4
0.5
52.0
0.5
Total collection
2,741.8
67.3
2,616.5
68.4
8,127.4
67.8
7,618.0
68.5
Transfer
458.6
444.3
1,335.8
1,280.5
Less: intercompany
(247.0)
(238.1)
(733.2)
(703.3)
Transfer, net
211.6
5.2
206.2
5.4
602.6
5.0
577.2
5.2
Landfill
768.4
743.2
2,234.3
2,172.4
Less: intercompany
(315.6)
(306.9)
(936.9)
(912.6)
Landfill, net
452.8
11.1
436.3
11.4
1,297.4
10.8
1,259.8
11.3
Environmental solutions
479.6
424.0
1,408.4
1,273.8
Less: intercompany
(14.9)
(19.2)
(47.8)
(62.4)
Environmental solutions, net
464.7
11.4
404.8
10.6
1,360.6
11.4
1,211.4
10.9
Other:
Recycling processing and commodity sales
107.6
2.6
76.3
2.0
310.6
2.6
226.6
2.0
Other non-core
97.7
2.4
85.8
2.2
287.4
2.4
239.9
2.1
Total other
205.3
5.0
162.1
4.2
598.0
5.0
466.5
4.1
Total revenue
$
4,076.2
100.0
%
$
3,825.9
100.0
%
$
11,986.0
100.0
%
$
11,132.9
100.0
%
The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Average yield
4.6
%
5.8
%
5.4
%
6.1
%
Fuel recovery fees
(0.2)
(1.1)
(0.2)
(0.2)
Total price
4.4
4.7
5.2
5.9
Volume
(1.2)
0.1
(1.0)
0.7
Change in workdays
0.3
(0.4)
0.1
—
Recycling processing and commodity sales
0.7
(0.2)
0.5
(0.8)
Environmental solutions
—
0.4
(0.2)
0.4
Total internal growth
4.2
4.6
4.6
6.2
Acquisitions / divestitures, net
2.3
1.7
3.1
5.3
Total
6.5
%
6.3
%
7.7
%
11.5
%
Core price
6.2
%
7.0
%
6.6
%
7.5
%
7
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 and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
As a % of Related Business
As a % of Related Business
Core price
7.4
%
8.6
%
8.0
%
8.9
%
Average yield
5.5
%
7.2
%
6.5
%
7.2
%
Volume
(1.5)
%
0.1
%
(1.2)
%
0.8
%
The following table reflects changes in average yield and volume, as a percentage of related business revenue by line of business, for the three and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Yield
Volume
Yield
Volume
Yield
Volume
Yield
Volume
Collection:
Residential
5.4
%
(2.9)
%
6.6
%
(1.5)
%
6.0
%
(2.7)
%
5.4
%
0.2
%
Small-container
7.5
%
(0.4)
%
9.4
%
0.5
%
9.2
%
(0.2)
%
9.7
%
1.2
%
Large-container
5.3
%
(3.6)
%
8.4
%
(1.7)
%
6.2
%
(3.8)
%
9.0
%
(0.8)
%
Landfill:
Municipal solid waste
5.1
%
0.3
%
5.9
%
0.6
%
5.4
%
1.0
%
5.9
%
0.8
%
Construction and demolition waste
4.5
%
2.7
%
8.2
%
(6.2)
%
4.6
%
(0.4)
%
6.4
%
(2.9)
%
Special waste
—
%
(1.8)
%
—
%
8.2
%
—
%
(1.9)
%
—
%
12.3
%
COST OF OPERATIONS
The following table summarizes the major components of our cost of operations for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Labor and related benefits
$
813.7
20.0
%
$
744.1
19.4
%
$
2,412.3
20.1
%
$
2,233.0
20.1
%
Transfer and disposal costs
280.2
6.9
268.7
7.0
832.3
7.0
788.6
7.1
Maintenance and repairs
379.8
9.3
357.6
9.3
1,105.6
9.2
1,036.1
9.3
Transportation and subcontract costs
303.8
7.4
304.9
8.0
884.4
7.4
881.5
7.9
Fuel
113.4
2.8
136.7
3.6
360.4
3.0
406.3
3.6
Disposal fees and taxes
90.6
2.2
89.3
2.3
264.7
2.2
262.1
2.4
Landfill operating costs
88.1
2.1
82.6
2.2
274.5
2.3
248.4
2.2
Risk management
102.8
2.5
99.4
2.6
300.3
2.5
287.1
2.6
Other
194.5
4.8
201.0
5.4
598.2
5.0
534.9
4.8
Total cost of operations
$
2,366.9
58.0
%
$
2,284.3
59.8
%
$
7,032.7
58.7
%
$
6,678.0
60.0
%
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.
8
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The following table summarizes our selling, general and administrative expenses for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Salaries
$
278.5
6.9
%
$
254.2
6.6
%
$
834.1
6.9
%
$
770.6
6.9
%
Provision for doubtful accounts
—
—
18.9
0.5
19.9
0.2
38.6
0.3
Other
127.5
3.1
122.8
3.2
373.6
3.1
343.8
3.1
Subtotal
406.0
10.0
395.9
10.3
1,227.6
10.2
1,153.0
10.3
US Ecology acquisition integration and deal costs
—
—
6.2
0.2
—
—
24.3
0.2
Total selling, general and administrative expenses
$
406.0
10.0
%
$
402.1
10.5
%
$
1,227.6
10.2
%
$
1,177.3
10.5
%
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 and nine months ended September 30, 2024 and 2023. Our definitions of the foregoing non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies.
9
Adjusted EBITDA and Adjusted EBITDA Margin
The following table calculates adjusted EBITDA and adjusted EBITDA margin for the three and nine months ended September 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30,
Nine Months Ended September 30,
2024
2023
2024
2023
Net income attributable to Republic Services, Inc. and net income margin
$
565.7
13.9
%
$
480.2
12.6
%
1,531.0
12.8
%
$
1,291.4
11.6
%
Net loss attributable to noncontrolling interests
0.2
0.1
0.5
0.3
Provision for income taxes
80.6
126.0
367.8
416.9
Other income, net
(10.3)
(1.3)
(23.5)
(3.2)
Interest income
(4.3)
(2.0)
(7.4)
(5.0)
Interest expense
138.2
127.6
405.8
378.8
Depreciation, amortization and depletion
422.0
382.3
1,234.2
1,099.4
Accretion
26.7
24.6
80.1
73.2
EBITDA and EBITDA margin
$
1,218.8
29.9
%
$
1,137.5
29.7
%
$
3,588.5
29.9
%
$
3,251.8
29.2
%
Loss from unconsolidated equity method investment
73.4
(2.8)
116.0
(0.2)
Loss on extinguishment of debt and other related costs
2.4
—
2.4
0.2
Restructuring charges
8.2
6.3
19.7
27.3
Loss (gain) on business divestitures and impairments, net
0.5
(1.5)
(0.9)
(1.5)
US Ecology acquisition integration and deal costs
—
6.2
—
24.3
Total adjustments
$
84.5
$
8.2
$
137.2
$
50.1
Adjusted EBITDA and adjusted EBITDA margin
$
1,303.3
32.0
%
$
1,145.7
29.9
%
$
3,725.7
31.1
%
$
3,301.9
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 and nine months ended September 30, 2024 and 2023 (in millions of dollars and adjusted EBITDA margin as a percentage of revenue):
Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
Recycling & Waste
Environmental Solutions
Total
Recycling & Waste
Environmental Solutions
Total
Revenue
$
3,611.5
$
464.7
$
4,076.2
$
3,421.1
$
404.8
$
3,825.9
Adjusted EBITDA(a)
$
1,185.0
$
118.3
$
1,303.3
$
1,054.3
$
91.4
$
1,145.7
Adjusted EBITDA Margin
32.8
%
25.5
%
32.0
%
30.8
%
22.6
%
29.9
%
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Recycling & Waste
Environmental Solutions
Total
Recycling & Waste
Environmental Solutions
Total
Revenue
$
10,625.4
$
1,360.6
$
11,986.0
$
9,921.5
$
1,211.4
$
11,132.9
Adjusted EBITDA(a)
$
3,408.5
$
317.2
$
3,725.7
$
3,035.0
$
266.9
$
3,301.9
Adjusted EBITDA Margin
32.1
%
23.3
%
31.1
%
30.6
%
22.0
%
29.7
%
(a) Certain corporate expenses, including selling, general and administrative expenses, and National Accounts revenue are allocated to the two business types.
10
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 and nine months ended September 30, 2024 and 2023:
Three Months Ended September 30, 2024
Three Months Ended September 30, 2023
Diluted
Diluted
Net
Earnings
Net
Earnings
Pre-tax
Tax
Income -
per
Pre-tax
Tax
Income -
per
Income
Impact(1)
Republic
Share
Income
Impact(1)
Republic
Share
As reported
$
646.5
$
80.8
$
565.7
$
1.80
$
606.3
$
126.1
$
480.2
$
1.52
(Gain) loss on extinguishment of debt and other related costs
2.4
0.6
1.8
0.01
—
—
—
—
Restructuring charges
8.2
2.3
5.9
0.02
6.3
1.7
4.6
0.01
(Gain) loss on business divestitures and impairments,
net (2)
0.5
0.1
0.4
—
(1.5)
(0.4)
(1.1)
—
Settlements and withdrawals on pension plans
(7.4)
(1.9)
(5.5)
(0.02)
—
—
—
—
US Ecology acquisition integration and deal costs
—
—
—
—
6.2
1.6
4.6
0.01
Total adjustments
3.7
1.1
2.6
0.01
11.0
2.9
8.1
0.02
As adjusted
$
650.2
$
81.9
$
568.3
$
1.81
$
617.3
$
129.0
$
488.3
$
1.54
Nine Months Ended September 30, 2024
Nine Months Ended September 30, 2023
Diluted
Diluted
Net
Earnings
Net
Earnings
Pre-tax
Tax
Income -
per
Pre-tax
Tax
Income -
per
Income
Impact(1)
Republic
Share
Income
Impact(1)
Republic
Share
As reported
$
1,899.3
$
368.3
$
1,531.0
$
4.86
$
1,708.6
$
417.2
$
1,291.4
$
4.07
(Gain) loss on extinguishment of debt and other related costs (3)
(5.4)
(1.4)
(4.0)
(0.01)
0.2
—
0.2
—
Restructuring charges
19.7
5.2
14.5
0.04
27.3
7.2
20.1
0.06
(Gain) loss on business divestitures and impairments, net(2)
(0.9)
(0.3)
(0.6)
—
(1.5)
(0.4)
(1.1)
—
Settlements and withdrawals on pension plans
(7.4)
(1.9)
(5.5)
(0.02)
—
—
—
—
US Ecology acquisition integration and deal costs
—
—
—
—
24.3
6.2
18.1
0.06
Total adjustments
6.0
1.6
4.4
0.01
50.3
13.0
37.3
0.12
As adjusted
$
1,905.3
$
369.9
$
1,535.4
$
4.87
$
1,758.9
$
430.2
$
1,328.7
$
4.19
(1) The income tax effect related to our adjustments includes both the current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.
(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three and nine months ended September 30, 2024 and 2023.
(3) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the nine months ended September 30, 2023.
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 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
11
prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods.
(Gain) loss on extinguishment of debt and other related costs. During the three and nine months ended September 30, 2024, we recognized a loss of $2.4 million due to the amendment and restatement of the credit facility. Additionally, we recorded a net gain of $7.8 million during the nine months ended September 30, 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 nine months ended September 30, 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our term loan facility. We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of $0.2 million.
Restructuring charges. During the three and nine months ended September 30, 2024, we incurred restructuring charges of $8.2 million and $19.7 million, respectively, and during the three and nine months ended September 30, 2023, we incurred restructuring charges of $6.3 million and $27.3 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, $9.5 million related to the early termination of certain leases and $17.8 million related to the redesign of our asset management, and customer and order management software systems. During the nine months ended September 30, 2024 and 2023, we paid $18.1 million and $32.4 million, respectively, related to these restructuring efforts.
(Gain) loss on business divestitures and impairments, net. During the three and nine months ended September 30, 2024, we recorded a net loss on business divestitures and impairments of $0.5 million and a net gain on business divestitures and impairments of $0.9 million, respectively. During the three and nine months ended September 30, 2023, we recorded a net gain on business divestitures and impairments of $1.5 million.
Settlements and withdrawals on pension plans. During the three and nine months ended September 30, 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 $7.4 million during the three and nine months ended September 30, 2024, related to the accelerated recognition of the proportional share of unamortized net actuarial gains in accumulated other comprehensive loss. We expect to settle all remaining obligations by the end of 2024.
US Ecology, Inc. acquisition integration and deal costs. During the three and nine months ended September 30, 2023, we incurred acquisition integration and deal costs of $6.2 million and $24.3 million, respectively, in connection with the acquisition of US Ecology, 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 nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
2024
2023
Cash provided by operating activities
$
2,914.0
$
2,719.3
Property and equipment received
(1,199.3)
(960.1)
Proceeds from sales of property and equipment
8.6
25.0
Cash paid related to adjustments to withdrawal liabilities for a multiemployer pension fund, net of tax
0.3
0.3
Restructuring payments, net of tax
13.4
24.0
Cash tax benefit for debt extinguishment and other related costs
(0.7)
0.1
Divestiture related tax payments
0.2
0.3
US Ecology acquisition integration and deal costs, net of tax
—
18.5
Adjusted free cash flow
$
1,736.5
$
1,827.4
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.
12
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 nine months ended September 30, 2024 and 2023:
Nine Months Ended September 30,
2024
2023
Purchases of property and equipment per the unaudited consolidated statements of cash flows
$
1,357.4
$
1,083.2
Adjustments for property and equipment received in a different period
(158.1)
(123.1)
Property and equipment received during the period
$
1,199.3
$
960.1
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 September 30, 2024 and December 31, 2023, accounts receivable were $1,847.5 million and $1,768.4 million, net of allowance for doubtful accounts of $75.2 million and $83.2 million, respectively, resulting in days sales outstanding of 41.2, or 30.4 days net of deferred revenue, compared to 42.0, or 30.9 days net of deferred revenue, respectively.
CASH DIVIDENDS
In July 2024, we paid a cash dividend of $168.0 million to shareholders of record as of July 2, 2024. As of September 30, 2024, we recorded a quarterly dividend payable of $181.7 million to shareholders of record at the close of business on October 2, 2024, which was paid on October 15, 2024.
SHARE REPURCHASE PROGRAM
During the three months ended September 30, 2024, we repurchased 0.8 million shares of our common stock for $161.9 million at a weighted average cost per share of $194.42. As of September 30, 2024, the remaining authorized purchase capacity under our October 2023 repurchase program was $2.7 billion.
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, 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 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, 2023, 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.