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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Republic Services Inc | NYSE:RSG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-5.70 | -2.97% | 186.00 | 187.75 | 181.365 | 187.75 | 3,284,727 | 23:23:55 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
|
65-0716904
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
18500 NORTH ALLIED WAY
PHOENIX, ARIZONA
|
85054
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
þ
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
33.4
|
|
|
$
|
32.4
|
|
Accounts receivable, less allowance for doubtful accounts and other of $46.3 and $46.7, respectively
|
935.0
|
|
|
962.9
|
|
||
Prepaid expenses and other current assets
|
214.9
|
|
|
235.0
|
|
||
Total current assets
|
1,183.3
|
|
|
1,230.3
|
|
||
Restricted cash and marketable securities
|
95.7
|
|
|
100.3
|
|
||
Property and equipment, net
|
7,612.0
|
|
|
7,552.8
|
|
||
Goodwill
|
11,149.1
|
|
|
11,145.5
|
|
||
Other intangible assets, net
|
231.1
|
|
|
246.4
|
|
||
Other assets
|
268.0
|
|
|
260.6
|
|
||
Total assets
|
$
|
20,539.2
|
|
|
$
|
20,535.9
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
542.4
|
|
|
$
|
577.4
|
|
Notes payable and current maturities of long-term debt
|
5.5
|
|
|
5.5
|
|
||
Deferred revenue
|
316.9
|
|
|
313.9
|
|
||
Accrued landfill and environmental costs, current portion
|
156.7
|
|
|
149.8
|
|
||
Accrued interest
|
70.1
|
|
|
71.6
|
|
||
Other accrued liabilities
|
718.7
|
|
|
716.6
|
|
||
Total current liabilities
|
1,810.3
|
|
|
1,834.8
|
|
||
Long-term debt, net of current maturities
|
7,554.9
|
|
|
7,527.4
|
|
||
Accrued landfill and environmental costs, net of current portion
|
1,679.1
|
|
|
1,677.9
|
|
||
Deferred income taxes and other long-term tax liabilities
|
1,128.9
|
|
|
1,131.8
|
|
||
Insurance reserves, net of current portion
|
283.3
|
|
|
278.1
|
|
||
Other long-term liabilities
|
316.8
|
|
|
309.3
|
|
||
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; 346.8 and 346.0 issued
including shares held in treasury, respectively |
3.5
|
|
|
3.5
|
|
||
Additional paid-in capital
|
4,701.6
|
|
|
4,677.7
|
|
||
Retained earnings
|
3,190.9
|
|
|
3,138.3
|
|
||
Treasury stock, at cost (2.3 and 0.4 shares, respectively)
|
(101.7
|
)
|
|
(14.9
|
)
|
||
Accumulated other comprehensive loss, net of tax
|
(31.1
|
)
|
|
(30.5
|
)
|
||
Total Republic Services, Inc. stockholders’ equity
|
7,763.2
|
|
|
7,774.1
|
|
||
Noncontrolling interests
|
2.7
|
|
|
2.5
|
|
||
Total stockholders’ equity
|
7,765.9
|
|
|
7,776.6
|
|
||
Total liabilities and stockholders’ equity
|
$
|
20,539.2
|
|
|
$
|
20,535.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Revenue
|
$
|
2,248.6
|
|
|
$
|
2,169.4
|
|
Expenses:
|
|
|
|
||||
Cost of operations
|
1,381.4
|
|
|
1,304.3
|
|
||
Depreciation, amortization and depletion
|
243.2
|
|
|
233.4
|
|
||
Accretion
|
19.8
|
|
|
19.7
|
|
||
Selling, general and administrative
|
241.2
|
|
|
239.2
|
|
||
Withdrawal costs - multiemployer pension funds
|
5.6
|
|
|
—
|
|
||
Restructuring charges
|
11.9
|
|
|
—
|
|
||
Operating income
|
345.5
|
|
|
372.8
|
|
||
Interest expense
|
(92.7
|
)
|
|
(88.6
|
)
|
||
Interest income
|
0.5
|
|
|
0.3
|
|
||
Other expense, net
|
(0.7
|
)
|
|
—
|
|
||
Income before income taxes
|
252.6
|
|
|
284.5
|
|
||
Provision for income taxes
|
95.7
|
|
|
112.0
|
|
||
Net income
|
156.9
|
|
|
172.5
|
|
||
Net income attributable to noncontrolling interests
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Net income attributable to Republic Services, Inc.
|
$
|
156.7
|
|
|
$
|
172.4
|
|
Basic earnings per share attributable to Republic Services, Inc. stockholders:
|
|
|
|
||||
Basic earnings per share
|
$
|
0.45
|
|
|
$
|
0.49
|
|
Weighted average common shares outstanding
|
345.4
|
|
|
353.3
|
|
||
Diluted earnings per share attributable to Republic Services, Inc. stockholders:
|
|
|
|
||||
Diluted earnings per share
|
$
|
0.45
|
|
|
$
|
0.49
|
|
Weighted average common and common equivalent shares outstanding
|
346.7
|
|
|
354.8
|
|
||
Cash dividends per common share
|
$
|
0.30
|
|
|
$
|
0.28
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
156.9
|
|
|
$
|
172.5
|
|
Other comprehensive (loss) income, net of tax
|
|
|
|
||||
Hedging activity:
|
|
|
|
||||
Settlements
|
(6.1
|
)
|
|
(2.7
|
)
|
||
Realized loss reclassified into earnings
|
6.3
|
|
|
3.7
|
|
||
Unrealized (loss) gain
|
(0.8
|
)
|
|
0.2
|
|
||
Pension activity:
|
|
|
|
||||
Change in funded status of pension plan obligations
|
—
|
|
|
(0.1
|
)
|
||
Other comprehensive (loss) income, net of tax
|
(0.6
|
)
|
|
1.1
|
|
||
Comprehensive income
|
156.3
|
|
|
173.6
|
|
||
Comprehensive income attributable to noncontrolling interests
|
(0.2
|
)
|
|
(0.1
|
)
|
||
Comprehensive income attributable to Republic Services, Inc.
|
$
|
156.1
|
|
|
$
|
173.5
|
|
|
Republic Services, Inc. Stockholders’ Equity
|
|
|
|
|
||||||||||||||||||||||||||||
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive Loss,
Net of Tax
|
|
Noncontrolling
Interests
|
|
|
||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
Shares
|
|
Amount
|
|
|
|
Total
|
||||||||||||||||||||
Balance as of December 31, 2015
|
346.0
|
|
|
$
|
3.5
|
|
|
$
|
4,677.7
|
|
|
$
|
3,138.3
|
|
|
(0.4
|
)
|
|
$
|
(14.9
|
)
|
|
$
|
(30.5
|
)
|
|
$
|
2.5
|
|
|
$
|
7,776.6
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
156.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
156.9
|
|
|||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|
—
|
|
|
(0.6
|
)
|
|||||||
Cash dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
(103.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103.4
|
)
|
|||||||
Issuances of common stock
|
0.8
|
|
|
—
|
|
|
16.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.7
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
7.2
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||||
Purchase of common stock for treasury
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.9
|
)
|
|
(86.8
|
)
|
|
—
|
|
|
—
|
|
|
(86.8
|
)
|
|||||||
Balance as of March 31, 2016
|
346.8
|
|
|
$
|
3.5
|
|
|
$
|
4,701.6
|
|
|
$
|
3,190.9
|
|
|
(2.3
|
)
|
|
$
|
(101.7
|
)
|
|
$
|
(31.1
|
)
|
|
$
|
2.7
|
|
|
$
|
7,765.9
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash provided by operating activities:
|
|
|
|
||||
Net income
|
$
|
156.9
|
|
|
$
|
172.5
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization, depletion and accretion
|
263.0
|
|
|
253.1
|
|
||
Non-cash interest expense
|
11.6
|
|
|
11.0
|
|
||
Restructuring charges
|
11.9
|
|
|
—
|
|
||
Stock-based compensation
|
6.5
|
|
|
7.2
|
|
||
Deferred tax benefit
|
(3.3
|
)
|
|
(11.4
|
)
|
||
Provision for doubtful accounts, net of adjustments
|
4.6
|
|
|
4.9
|
|
||
Gain on disposition of assets, net and asset impairments
|
(0.9
|
)
|
|
(1.4
|
)
|
||
Withdrawal liability - multiemployer pension funds
|
5.6
|
|
|
—
|
|
||
Environmental adjustments
|
—
|
|
|
(1.3
|
)
|
||
Excess income tax benefit from stock-based compensation activity and other non-cash items
|
(4.1
|
)
|
|
(4.1
|
)
|
||
Change in assets and liabilities, net of effects from business acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
22.6
|
|
|
31.3
|
|
||
Prepaid expenses and other assets
|
(44.1
|
)
|
|
12.3
|
|
||
Accounts payable
|
(39.7
|
)
|
|
(34.0
|
)
|
||
Restructuring expenditures
|
(5.3
|
)
|
|
—
|
|
||
Capping, closure and post-closure expenditures
|
(11.7
|
)
|
|
(9.3
|
)
|
||
Remediation expenditures
|
(14.8
|
)
|
|
(15.3
|
)
|
||
Other liabilities
|
72.7
|
|
|
80.6
|
|
||
Cash provided by operating activities
|
431.5
|
|
|
496.1
|
|
||
Cash used in investing activities:
|
|
|
|
||||
Purchases of property and equipment
|
(271.5
|
)
|
|
(269.6
|
)
|
||
Proceeds from sales of property and equipment
|
2.9
|
|
|
3.2
|
|
||
Cash used in business acquisitions, net of cash acquired
|
(6.0
|
)
|
|
(509.4
|
)
|
||
Change in restricted cash and marketable securities
|
4.6
|
|
|
2.9
|
|
||
Other
|
(0.2
|
)
|
|
(0.5
|
)
|
||
Cash used in investing activities
|
(270.2
|
)
|
|
(773.4
|
)
|
||
Cash used in financing activities:
|
|
|
|
||||
Proceeds from notes payable and long-term debt
|
812.0
|
|
|
658.0
|
|
||
Proceeds from issuance of senior notes, net of discount
|
—
|
|
|
497.9
|
|
||
Payments of notes payable and long-term debt
|
(798.6
|
)
|
|
(660.8
|
)
|
||
Fees paid to issue senior notes and retire certain hedging relationships
|
—
|
|
|
(3.3
|
)
|
||
Issuances of common stock
|
12.8
|
|
|
26.2
|
|
||
Excess income tax benefit from stock-based compensation activity
|
3.9
|
|
|
3.6
|
|
||
Purchases of common stock for treasury
|
(85.8
|
)
|
|
(86.1
|
)
|
||
Cash dividends paid
|
(103.7
|
)
|
|
(98.7
|
)
|
||
Other
|
(0.9
|
)
|
|
(0.4
|
)
|
||
Cash (used in) provided by financing activities
|
(160.3
|
)
|
|
336.4
|
|
||
Increase in cash and cash equivalents
|
1.0
|
|
|
59.1
|
|
||
Cash and cash equivalents at beginning of year
|
32.4
|
|
|
75.2
|
|
||
Cash and cash equivalents at end of period
|
$
|
33.4
|
|
|
$
|
134.3
|
|
|
2016
|
|
2015
|
||||
Purchase price:
|
|
|
|
||||
Cash used in acquisitions, net of cash acquired
|
$
|
6.0
|
|
|
$
|
509.4
|
|
Holdbacks
|
0.1
|
|
|
2.3
|
|
||
Total
|
6.1
|
|
|
511.7
|
|
||
Allocated as follows:
|
|
|
|
||||
Accounts receivable
|
0.1
|
|
|
36.1
|
|
||
Landfill airspace
|
—
|
|
|
87.2
|
|
||
Property and equipment
|
1.8
|
|
|
141.7
|
|
||
Other assets
|
0.1
|
|
|
1.4
|
|
||
Accounts payable
|
—
|
|
|
(7.1
|
)
|
||
Environmental remediation liabilities
|
(0.1
|
)
|
|
(2.8
|
)
|
||
Closure and post-closure liabilities
|
(0.1
|
)
|
|
(8.1
|
)
|
||
Other liabilities
|
(0.1
|
)
|
|
(9.8
|
)
|
||
Fair value of tangible assets acquired and liabilities assumed
|
1.7
|
|
|
238.6
|
|
||
Excess purchase price to be allocated
|
$
|
4.4
|
|
|
$
|
273.1
|
|
Excess purchase price allocated as follows:
|
|
|
|
||||
Other intangible assets
|
$
|
1.5
|
|
|
$
|
7.3
|
|
Goodwill
|
2.9
|
|
|
265.8
|
|
||
Total allocated
|
$
|
4.4
|
|
|
$
|
273.1
|
|
|
|
Balance as of December 31, 2015
|
|
Acquisitions
|
|
Adjustments to
Acquisitions
|
|
Balance as of March 31, 2016
|
||||||||
Group 1
|
|
$
|
5,248.1
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
5,249.0
|
|
Group 2
|
|
5,897.4
|
|
|
2.0
|
|
|
0.7
|
|
|
5,900.1
|
|
||||
Total
|
|
$
|
11,145.5
|
|
|
$
|
2.9
|
|
|
$
|
0.7
|
|
|
$
|
11,149.1
|
|
|
Gross Intangible Assets
|
|
Accumulated Amortization
|
|
Other Intangible Assets, Net as of March 31, 2016
|
||||||||||||||||||||||
|
Balance as of December 31, 2015
|
|
Acquisitions
|
|
Balance as of March 31, 2016
|
|
Balance as of December 31, 2015
|
|
Additions
Charged to
Expense
|
|
Balance as of March 31, 2016
|
|
|||||||||||||||
Customer relationships, franchise and other municipal agreements
|
$
|
651.6
|
|
|
$
|
1.2
|
|
|
$
|
652.8
|
|
|
$
|
(431.0
|
)
|
|
$
|
(15.6
|
)
|
|
$
|
(446.6
|
)
|
|
$
|
206.2
|
|
Non-compete agreements
|
30.8
|
|
|
0.3
|
|
|
31.1
|
|
|
(22.1
|
)
|
|
(0.8
|
)
|
|
(22.9
|
)
|
|
8.2
|
|
|||||||
Other intangible assets
|
65.6
|
|
|
—
|
|
|
65.6
|
|
|
(48.5
|
)
|
|
(0.4
|
)
|
|
(48.9
|
)
|
|
16.7
|
|
|||||||
Total
|
$
|
748.0
|
|
|
$
|
1.5
|
|
|
$
|
749.5
|
|
|
$
|
(501.6
|
)
|
|
$
|
(16.8
|
)
|
|
$
|
(518.4
|
)
|
|
$
|
231.1
|
|
|
2016
|
|
2015
|
||||
Inventories
|
$
|
38.8
|
|
|
$
|
38.8
|
|
Prepaid expenses
|
67.8
|
|
|
66.1
|
|
||
Other non-trade receivables
|
79.3
|
|
|
34.6
|
|
||
Reinsurance receivable
|
12.1
|
|
|
12.5
|
|
||
Income tax receivable
|
12.3
|
|
|
78.5
|
|
||
Other current assets
|
4.6
|
|
|
4.5
|
|
||
Total
|
$
|
214.9
|
|
|
$
|
235.0
|
|
|
2016
|
|
2015
|
||||
Deferred compensation plan
|
$
|
84.9
|
|
|
$
|
90.5
|
|
Amounts recoverable for capping, closure and post-closure obligations
|
26.5
|
|
|
25.9
|
|
||
Reinsurance receivable
|
47.8
|
|
|
44.0
|
|
||
Interest rate swaps
|
27.5
|
|
|
16.5
|
|
||
Other
|
81.3
|
|
|
83.7
|
|
||
Total
|
$
|
268.0
|
|
|
$
|
260.6
|
|
|
2016
|
|
2015
|
||||
Accrued payroll and benefits
|
$
|
159.5
|
|
|
$
|
187.8
|
|
Accrued fees and taxes
|
119.3
|
|
|
126.5
|
|
||
Insurance reserves, current portion
|
135.5
|
|
|
127.7
|
|
||
Ceded insurance reserves, current portion
|
12.1
|
|
|
12.5
|
|
||
Accrued dividends
|
103.4
|
|
|
103.7
|
|
||
Current tax liabilities
|
30.0
|
|
|
0.5
|
|
||
Fuel hedge fair value and settlements payable
|
36.1
|
|
|
41.0
|
|
||
Accrued professional fees and legal settlement reserves
|
42.8
|
|
|
44.2
|
|
||
Other
|
80.0
|
|
|
72.7
|
|
||
Total
|
$
|
718.7
|
|
|
$
|
716.6
|
|
|
2016
|
|
2015
|
||||
Deferred compensation plan
|
$
|
86.7
|
|
|
$
|
83.3
|
|
Pension and other post-retirement liabilities
|
11.9
|
|
|
12.1
|
|
||
Legal settlement reserves
|
23.2
|
|
|
24.7
|
|
||
Ceded insurance reserves
|
47.8
|
|
|
44.0
|
|
||
Withdrawal liability - multiemployer pension funds
|
11.7
|
|
|
6.1
|
|
||
Contingent consideration and acquisition holdbacks
|
77.8
|
|
|
78.0
|
|
||
Other
|
57.7
|
|
|
61.1
|
|
||
Total
|
$
|
316.8
|
|
|
$
|
309.3
|
|
|
2016
|
|
2015
|
||||
Landfill final capping, closure and post-closure liabilities
|
$
|
1,197.3
|
|
|
$
|
1,181.6
|
|
Environmental remediation liabilities
|
638.5
|
|
|
646.1
|
|
||
Total accrued landfill and environmental costs
|
1,835.8
|
|
|
1,827.7
|
|
||
Less: current portion
|
(156.7
|
)
|
|
(149.8
|
)
|
||
Long-term portion
|
$
|
1,679.1
|
|
|
$
|
1,677.9
|
|
|
2016
|
|
2015
|
||||
Asset retirement obligation liabilities, beginning of year
|
$
|
1,181.6
|
|
|
$
|
1,144.3
|
|
Non-cash additions
|
9.3
|
|
|
8.9
|
|
||
Acquisitions and other adjustments
|
0.3
|
|
|
8.2
|
|
||
Asset retirement obligation adjustments
|
(2.0
|
)
|
|
(0.3
|
)
|
||
Payments
|
(11.7
|
)
|
|
(9.3
|
)
|
||
Accretion expense
|
19.8
|
|
|
19.7
|
|
||
Asset retirement obligation liabilities, end of period
|
1,197.3
|
|
|
1,171.5
|
|
||
Less: current portion
|
(88.2
|
)
|
|
(88.7
|
)
|
||
Long-term portion
|
$
|
1,109.1
|
|
|
$
|
1,082.8
|
|
|
2016
|
|
2015
|
||||
Environmental remediation liabilities, beginning of year
|
$
|
646.1
|
|
|
$
|
697.5
|
|
Net additions charged to expense
|
—
|
|
|
(1.3
|
)
|
||
Payments
|
(14.8
|
)
|
|
(15.3
|
)
|
||
Accretion expense (non-cash interest expense)
|
5.8
|
|
|
6.2
|
|
||
Acquisitions and other adjustments
|
1.4
|
|
|
2.8
|
|
||
Environmental remediation liabilities, end of period
|
638.5
|
|
|
689.9
|
|
||
Less: current portion
|
(68.5
|
)
|
|
(76.6
|
)
|
||
Long-term portion
|
$
|
570.0
|
|
|
$
|
613.3
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
Maturity
|
|
Interest Rate
|
|
Principal
|
|
Adjustments
|
|
Carrying Value
|
|
Principal
|
|
Adjustments
|
|
Carrying Value
|
||||||||||||
Credit facilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Uncommitted Credit Facility
|
|
Variable
|
|
$
|
35.2
|
|
|
$
|
—
|
|
|
$
|
35.2
|
|
|
$
|
19.0
|
|
|
$
|
—
|
|
|
$
|
19.0
|
|
May 2017
|
|
Variable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
June 2019
|
|
Variable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Senior notes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
May 2018
|
|
3.800
|
|
700.0
|
|
|
(1.8
|
)
|
|
698.2
|
|
|
700.0
|
|
|
(2.0
|
)
|
|
698.0
|
|
||||||
September 2019
|
|
5.500
|
|
650.0
|
|
|
(4.1
|
)
|
|
645.9
|
|
|
650.0
|
|
|
(4.4
|
)
|
|
645.6
|
|
||||||
March 2020
|
|
5.000
|
|
850.0
|
|
|
(3.2
|
)
|
|
846.8
|
|
|
850.0
|
|
|
(3.4
|
)
|
|
846.6
|
|
||||||
November 2021
|
|
5.250
|
|
600.0
|
|
|
(2.2
|
)
|
|
597.8
|
|
|
600.0
|
|
|
(2.3
|
)
|
|
597.7
|
|
||||||
June 2022
|
|
3.550
|
|
850.0
|
|
|
(6.2
|
)
|
|
843.8
|
|
|
850.0
|
|
|
(6.5
|
)
|
|
843.5
|
|
||||||
May 2023
|
|
4.750
|
|
550.0
|
|
|
20.1
|
|
|
570.1
|
|
|
550.0
|
|
|
9.4
|
|
|
559.4
|
|
||||||
March 2025
|
|
3.200
|
|
500.0
|
|
|
(5.9
|
)
|
|
494.1
|
|
|
500.0
|
|
|
(6.0
|
)
|
|
494.0
|
|
||||||
March 2035
|
|
6.086
|
|
275.7
|
|
|
(23.8
|
)
|
|
251.9
|
|
|
275.7
|
|
|
(23.9
|
)
|
|
251.8
|
|
||||||
March 2040
|
|
6.200
|
|
650.0
|
|
|
(6.6
|
)
|
|
643.4
|
|
|
650.0
|
|
|
(6.6
|
)
|
|
643.4
|
|
||||||
May 2041
|
|
5.700
|
|
600.0
|
|
|
(8.8
|
)
|
|
591.2
|
|
|
600.0
|
|
|
(8.9
|
)
|
|
591.1
|
|
||||||
Debentures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
May 2021
|
|
9.250
|
|
35.3
|
|
|
(1.3
|
)
|
|
34.0
|
|
|
35.3
|
|
|
(1.4
|
)
|
|
33.9
|
|
||||||
September 2035
|
|
7.400
|
|
165.2
|
|
|
(39.7
|
)
|
|
125.5
|
|
|
165.2
|
|
|
(39.9
|
)
|
|
125.3
|
|
||||||
Tax-exempt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2019 - 2044
|
|
0.450 - 5.625
|
|
1,079.1
|
|
|
(6.9
|
)
|
|
1,072.2
|
|
|
1,079.1
|
|
|
(7.0
|
)
|
|
1,072.1
|
|
||||||
Capital leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2016 - 2046
|
|
4.000 - 12.203
|
|
110.3
|
|
|
—
|
|
|
110.3
|
|
|
111.5
|
|
|
—
|
|
|
111.5
|
|
||||||
Total Debt
|
|
|
|
$
|
7,650.8
|
|
|
$
|
(90.4
|
)
|
|
7,560.4
|
|
|
$
|
7,635.8
|
|
|
$
|
(102.9
|
)
|
|
7,532.9
|
|
||
Less: current portion
|
|
|
|
|
|
|
|
(5.5
|
)
|
|
|
|
|
|
(5.5
|
)
|
||||||||||
Long-term portion
|
|
|
|
|
|
|
|
$
|
7,554.9
|
|
|
|
|
|
|
$
|
7,527.4
|
|
|
Number of
Shares (in millions)
|
|
Weighted Average
Exercise
Price per Share
|
|
Weighted Average
Remaining
Contractual Term
(years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding as of December 31, 2015
|
5.0
|
|
|
$
|
30.08
|
|
|
|
|
|
||
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(0.6
|
)
|
|
29.60
|
|
|
|
|
$
|
10.0
|
|
|
Forfeited or expired
|
(0.1
|
)
|
|
31.09
|
|
|
|
|
|
|||
Outstanding as of March 31, 2016
|
4.3
|
|
|
$
|
30.13
|
|
|
2.9
|
|
$
|
75.8
|
|
Exercisable as of March 31, 2016
|
3.6
|
|
|
$
|
29.76
|
|
|
2.7
|
|
$
|
64.1
|
|
|
Number of
RSUs
(in thousands)
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|
Weighted Average
Remaining
Contractual Term
(years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding as of December 31, 2015
|
1,727.3
|
|
|
$
|
34.15
|
|
|
|
|
|
||
Granted
|
566.6
|
|
|
45.17
|
|
|
|
|
|
|||
Vested and issued
|
(328.1
|
)
|
|
34.36
|
|
|
|
|
|
|||
Forfeited
|
(66.0
|
)
|
|
36.76
|
|
|
|
|
|
|||
Outstanding as of March 31, 2016
|
1,899.8
|
|
|
$
|
37.31
|
|
|
1.3
|
|
$
|
90.5
|
|
Vested and unissued as of March 31, 2016
|
605.6
|
|
|
$
|
31.07
|
|
|
|
|
|
|
Number of
PSUs
(in thousands)
|
|
Weighted Average
Grant Date Fair
Value per Share
|
|||
Outstanding as of December 31, 2015
|
143.4
|
|
|
$
|
38.69
|
|
Granted
|
381.7
|
|
|
46.52
|
|
|
Vested and issued
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Outstanding as of March 31, 2016
|
525.1
|
|
|
$
|
44.38
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Number of shares repurchased
|
1.9
|
|
|
2.1
|
|
||
Amount paid
|
$
|
85.8
|
|
|
$
|
86.1
|
|
Weighted average cost per share
|
$
|
44.68
|
|
|
$
|
41.01
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Basic earnings per share:
|
|
|
|
||||
Net income attributable to Republic Services, Inc.
|
$
|
156,700
|
|
|
$
|
172,400
|
|
Weighted average common shares outstanding
|
345,403
|
|
|
353,301
|
|
||
Basic earnings per share
|
$
|
0.45
|
|
|
$
|
0.49
|
|
Diluted earnings per share:
|
|
|
|
||||
Net income attributable to Republic Services, Inc.
|
$
|
156,700
|
|
|
$
|
172,400
|
|
Weighted average common shares outstanding
|
345,403
|
|
|
353,301
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Options to purchase common stock
|
1,137
|
|
|
1,381
|
|
||
Unvested RSU awards
|
143
|
|
|
126
|
|
||
Unvested PSU awards
|
42
|
|
|
2
|
|
||
Weighted average common and common equivalent shares outstanding
|
346,725
|
|
|
354,810
|
|
||
Diluted earnings per share
|
$
|
0.45
|
|
|
$
|
0.49
|
|
Antidilutive securities not included in the diluted earnings per share calculations:
|
|
|
|
||||
Options to purchase common stock
|
—
|
|
|
14
|
|
|
Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Total
|
||||||
Balance as of December 31, 2015
|
$
|
41.6
|
|
|
$
|
(11.1
|
)
|
|
$
|
30.5
|
|
Other comprehensive loss before reclassifications
|
6.9
|
|
|
—
|
|
|
6.9
|
|
|||
Amounts reclassified from accumulated other comprehensive income
|
(6.3
|
)
|
|
—
|
|
|
(6.3
|
)
|
|||
Net current period other comprehensive loss
|
0.6
|
|
|
—
|
|
|
0.6
|
|
|||
Balance as of March 31, 2016
|
$
|
42.2
|
|
|
$
|
(11.1
|
)
|
|
$
|
31.1
|
|
|
|
Three Months Ended March 31,
|
|
|
||||||
|
|
2016
|
|
2015
|
|
|
||||
Details about Accumulated Other Comprehensive Loss (Income) Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Loss (Income)
|
|
Affected Line Item in the Statement where Net Income is Presented
|
||||||
Gain (loss) on cash flow hedges:
|
|
|
|
|
|
|
||||
Fuel hedges
|
|
$
|
(10.1
|
)
|
|
$
|
(5.6
|
)
|
|
Cost of operations
|
Terminated interest rate locks
|
|
(0.3
|
)
|
|
(0.7
|
)
|
|
Interest expense
|
||
|
|
(10.4
|
)
|
|
(6.3
|
)
|
|
Total before tax
|
||
|
|
4.1
|
|
|
2.6
|
|
|
Tax benefit
|
||
Total loss reclassified into earnings
|
|
$
|
(6.3
|
)
|
|
$
|
(3.7
|
)
|
|
Net of tax
|
Year
|
|
Gallons Hedged
|
|
Weighted Average Contract
Price per Gallon
|
2016
|
|
20,250,000
|
|
3.57
|
2017
|
|
12,000,000
|
|
2.92
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
|
Carrying Amount
|
|
Total as of
March 31, 2016 |
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market mutual funds
|
$
|
41.3
|
|
|
$
|
41.3
|
|
|
$
|
41.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bonds - restricted cash and marketable securities and other assets
|
49.5
|
|
|
49.5
|
|
|
—
|
|
|
49.5
|
|
|
—
|
|
|||||
Interest rate swaps - other assets
|
27.5
|
|
|
27.5
|
|
|
—
|
|
|
27.5
|
|
|
—
|
|
|||||
Total assets
|
$
|
118.3
|
|
|
$
|
118.3
|
|
|
$
|
41.3
|
|
|
$
|
77.0
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel hedges - other accrued liabilities
|
$
|
32.8
|
|
|
$
|
32.8
|
|
|
$
|
—
|
|
|
$
|
32.8
|
|
|
$
|
—
|
|
Interest rate locks - other long-term liabilities
|
6.1
|
|
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|
—
|
|
|||||
Contingent consideration - other long-term liabilities
|
69.5
|
|
|
69.5
|
|
|
—
|
|
|
—
|
|
|
69.5
|
|
|||||
Total liabilities
|
$
|
108.4
|
|
|
$
|
108.4
|
|
|
$
|
—
|
|
|
$
|
38.9
|
|
|
$
|
69.5
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||||||
|
Carrying Amount
|
|
Total as of December 31, 2015
|
|
Quoted
Prices in Active Markets (Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Money market mutual funds
|
$
|
43.0
|
|
|
$
|
43.0
|
|
|
$
|
43.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Bonds - restricted cash and marketable securities and other assets
|
56.3
|
|
|
56.3
|
|
|
—
|
|
|
56.3
|
|
|
—
|
|
|||||
Interest rate swaps - other assets
|
16.5
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|||||
Total assets
|
$
|
115.8
|
|
|
$
|
115.8
|
|
|
$
|
43.0
|
|
|
$
|
72.8
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fuel hedges - other accrued liabilities
|
$
|
37.8
|
|
|
$
|
37.8
|
|
|
$
|
—
|
|
|
$
|
37.8
|
|
|
$
|
—
|
|
Contingent consideration- other long-term liabilities
|
69.6
|
|
|
69.6
|
|
|
—
|
|
|
—
|
|
|
69.6
|
|
|||||
Total liabilities
|
$
|
107.4
|
|
|
$
|
107.4
|
|
|
$
|
—
|
|
|
$
|
37.8
|
|
|
$
|
69.6
|
|
|
Gross
Revenue
|
|
Intercompany
Revenue
|
|
Net
Revenue
|
|
Depreciation,
Amortization,
Depletion and
Accretion
|
|
Operating
Income
(Loss)
|
|
Capital
Expenditures
|
|
Total Assets
|
||||||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Group 1
|
$
|
1,244.7
|
|
|
$
|
(244.1
|
)
|
|
$
|
1,000.6
|
|
|
$
|
102.2
|
|
|
$
|
216.6
|
|
|
$
|
89.7
|
|
|
$
|
9,159.7
|
|
Group 2
|
1,424.5
|
|
|
(217.5
|
)
|
|
1,207.0
|
|
|
132.8
|
|
|
247.4
|
|
|
69.2
|
|
|
9,858.0
|
|
|||||||
Corporate entities
|
44.1
|
|
|
(3.1
|
)
|
|
41.0
|
|
|
28.0
|
|
|
(118.5
|
)
|
|
112.6
|
|
|
1,521.5
|
|
|||||||
Total
|
$
|
2,713.3
|
|
|
$
|
(464.7
|
)
|
|
$
|
2,248.6
|
|
|
$
|
263.0
|
|
|
$
|
345.5
|
|
|
$
|
271.5
|
|
|
$
|
20,539.2
|
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Group 1
|
$
|
1,189.3
|
|
|
$
|
(233.7
|
)
|
|
$
|
955.6
|
|
|
$
|
94.7
|
|
|
$
|
219.1
|
|
|
$
|
76.2
|
|
|
$
|
9,242.2
|
|
Group 2
|
1,374.2
|
|
|
(198.9
|
)
|
|
1,175.3
|
|
|
130.8
|
|
|
266.4
|
|
|
88.2
|
|
|
9,933.1
|
|
|||||||
Corporate entities
|
41.4
|
|
|
(2.9
|
)
|
|
38.5
|
|
|
27.6
|
|
|
(112.7
|
)
|
|
105.2
|
|
|
1,418.4
|
|
|||||||
Total
|
$
|
2,604.9
|
|
|
$
|
(435.5
|
)
|
|
$
|
2,169.4
|
|
|
$
|
253.1
|
|
|
$
|
372.8
|
|
|
$
|
269.6
|
|
|
$
|
20,593.7
|
|
|
Three Months Ended March 31,
|
||||||||||||
|
2016
|
|
2015
|
||||||||||
Collection:
|
|
|
|
|
|
|
|
||||||
Residential
|
$
|
551.1
|
|
|
24.5
|
%
|
|
$
|
551.7
|
|
|
25.5
|
%
|
Small-container commercial
|
707.8
|
|
|
31.5
|
|
|
694.8
|
|
|
32.0
|
|
||
Large-container industrial
|
469.5
|
|
|
20.9
|
|
|
435.0
|
|
|
20.1
|
|
||
Other
|
8.9
|
|
|
0.4
|
|
|
9.0
|
|
|
0.4
|
|
||
Total collection
|
1,737.3
|
|
|
77.3
|
|
|
1,690.5
|
|
|
78.0
|
|
||
Transfer
|
268.2
|
|
|
|
|
251.2
|
|
|
|
||||
Less: intercompany
|
(164.5
|
)
|
|
|
|
(157.9
|
)
|
|
|
||||
Transfer, net
|
103.7
|
|
|
4.6
|
|
|
93.3
|
|
|
4.3
|
|
||
Landfill
|
489.4
|
|
|
|
|
456.2
|
|
|
|
||||
Less: intercompany
|
(227.7
|
)
|
|
|
|
(217.6
|
)
|
|
|
||||
Landfill, net
|
261.7
|
|
|
11.6
|
|
|
238.6
|
|
|
11.0
|
|
||
Energy services
|
18.7
|
|
|
0.8
|
|
|
24.1
|
|
|
1.1
|
|
||
Other:
|
|
|
|
|
|
|
|
||||||
Sale of recycled commodities
|
86.8
|
|
|
3.9
|
|
|
85.4
|
|
|
3.9
|
|
||
Other non-core
|
40.4
|
|
|
1.8
|
|
|
37.5
|
|
|
1.7
|
|
||
Total other
|
127.2
|
|
|
5.7
|
|
|
122.9
|
|
|
5.6
|
|
||
Total revenue
|
$
|
2,248.6
|
|
|
100.0
|
%
|
|
$
|
2,169.4
|
|
|
100.0
|
%
|
|
2016
|
|
2015
|
||||
Financing proceeds
|
$
|
—
|
|
|
$
|
2.1
|
|
Holdback escrow
|
16.8
|
|
|
16.8
|
|
||
Capping, closure and post-closure obligations
|
27.5
|
|
|
27.3
|
|
||
Insurance
|
51.4
|
|
|
54.1
|
|
||
Total restricted cash and marketable securities
|
$
|
95.7
|
|
|
$
|
100.3
|
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
|
|
|
Three Months Ended March 31,
|
|
|||||||||||||
|
|
2016
|
|
|
2015
|
|
||||||||||
Revenue
|
|
$
|
2,248.6
|
|
|
100.0
|
|
%
|
|
$
|
2,169.4
|
|
|
100.0
|
|
%
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of operations
|
|
1,381.4
|
|
|
61.4
|
|
|
|
1,304.3
|
|
|
60.1
|
|
|
||
Depreciation, amortization and depletion of property and equipment
|
|
225.3
|
|
|
10.0
|
|
|
|
215.4
|
|
|
10.0
|
|
|
||
Amortization of other intangible assets and other assets
|
|
17.9
|
|
|
0.8
|
|
|
|
18.0
|
|
|
0.8
|
|
|
||
Accretion
|
|
19.8
|
|
|
0.9
|
|
|
|
19.7
|
|
|
0.9
|
|
|
||
Selling, general and administrative
|
|
241.2
|
|
|
10.7
|
|
|
|
239.2
|
|
|
11.0
|
|
|
||
Withdrawal costs - multiemployer pension funds
|
|
5.6
|
|
|
0.2
|
|
|
|
—
|
|
|
—
|
|
|
||
Restructuring charges
|
|
11.9
|
|
|
0.5
|
|
|
|
—
|
|
|
—
|
|
|
||
Operating income
|
|
$
|
345.5
|
|
|
15.5
|
|
%
|
|
$
|
372.8
|
|
|
17.2
|
|
%
|
|
|
Three Months Ended March 31, 2016
|
|
Three Months Ended March 31, 2015
|
||||||||||||||||||||
|
|
|
|
Net
|
|
Diluted
|
|
|
|
Net
|
|
Diluted
|
||||||||||||
|
|
Pre-tax
|
|
Income -
|
|
Earnings
|
|
Pre-tax
|
|
Income -
|
|
Earnings
|
||||||||||||
|
|
Income
|
|
Republic
|
|
per Share
|
|
Income
|
|
Republic
|
|
per Share
|
||||||||||||
As reported
|
|
$
|
252.6
|
|
|
$
|
156.7
|
|
|
$
|
0.45
|
|
|
$
|
284.5
|
|
|
$
|
172.4
|
|
|
$
|
0.49
|
|
Withdrawal costs - multiemployer pension funds
|
|
5.6
|
|
|
3.4
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restructuring charges
|
|
11.9
|
|
|
7.2
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total adjustments
|
|
17.5
|
|
|
10.6
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
As adjusted
|
|
$
|
270.1
|
|
|
$
|
167.3
|
|
|
$
|
0.48
|
|
|
$
|
284.5
|
|
|
$
|
172.4
|
|
|
$
|
0.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||
|
2016
|
|
|
2015
|
|
||||||||
Collection:
|
|
|
|
|
|
|
|
|
|
||||
Residential
|
$
|
551.1
|
|
|
24.5
|
%
|
|
$
|
551.7
|
|
|
25.5
|
%
|
Small-container commercial
|
707.8
|
|
|
31.5
|
|
|
694.8
|
|
|
32.0
|
|
||
Large-container industrial
|
469.5
|
|
|
20.9
|
|
|
435.0
|
|
|
20.1
|
|
||
Other
|
8.9
|
|
|
0.4
|
|
|
9.0
|
|
|
0.4
|
|
||
Total collection
|
1,737.3
|
|
|
77.3
|
|
|
1,690.5
|
|
|
78.0
|
|
||
Transfer
|
268.2
|
|
|
|
|
|
251.2
|
|
|
|
|
||
Less: intercompany
|
(164.5
|
)
|
|
|
|
|
(157.9
|
)
|
|
|
|
||
Transfer, net
|
103.7
|
|
|
4.6
|
|
|
93.3
|
|
|
4.3
|
|
||
Landfill
|
489.4
|
|
|
|
|
|
456.2
|
|
|
|
|
||
Less: intercompany
|
(227.7
|
)
|
|
|
|
|
(217.6
|
)
|
|
|
|
||
Landfill, net
|
261.7
|
|
|
11.6
|
|
|
238.6
|
|
|
11.0
|
|
||
Energy services
|
18.7
|
|
|
0.8
|
|
|
24.1
|
|
|
1.1
|
|
||
Other:
|
|
|
|
|
|
|
|
|
|
||||
Sale of recycled commodities
|
86.8
|
|
|
3.9
|
|
|
85.4
|
|
|
3.9
|
|
||
Other non-core
|
40.4
|
|
|
1.8
|
|
|
37.5
|
|
|
1.7
|
|
||
Total other
|
127.2
|
|
|
5.7
|
|
|
122.9
|
|
|
5.6
|
|
||
Total revenue
|
$
|
2,248.6
|
|
|
100.0
|
%
|
|
$
|
2,169.4
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||
|
2016
|
|
2015
|
||
Average yield
|
2.0
|
%
|
|
2.1
|
%
|
Fuel recovery fees
|
(1.4
|
)
|
|
(0.7
|
)
|
Total price
|
0.6
|
|
|
1.4
|
|
Volume
|
2.5
|
|
|
1.9
|
|
Recycled commodities
|
(0.1
|
)
|
|
(1.0
|
)
|
Energy services
|
(0.6
|
)
|
|
—
|
|
Total internal growth
|
2.4
|
|
|
2.3
|
|
Acquisitions / divestitures, net
|
1.2
|
|
|
2.1
|
|
Total
|
3.6
|
%
|
|
4.4
|
%
|
|
|
|
|
||
Core price
|
3.4
|
%
|
|
3.7
|
%
|
|
|
|
|
•
|
Average yield increased revenue by
2.0%
for the
three
months ended
March 31, 2016
, due to positive pricing in all lines of business.
|
•
|
The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by
1.4%
during the
three
months ended
March 31, 2016
. These fees fluctuate with the price of fuel and, consequently, any decrease in fuel prices results in a decrease in our revenue. Lower fuel recovery fees for the
three
months ended
March 31, 2016
resulted primarily from the decrease in fuel prices.
|
•
|
Volume increased revenue by
2.5%
during the
three
months ended
March 31, 2016
, primarily due to volume growth in our large-container industrial collection and landfill lines of business. The volume increase in our landfill line of business is primarily attributable to increased construction and demolition, special waste and municipal solid waste volumes. The overall volume increase included 0.5% of contribution from one additional workday for the
three
months ended
March 31, 2016
.
|
•
|
Recycled commodities decreased revenue by
0.1%
during the
three
months ended
March 31, 2016
, primarily due to lower commodity prices, partially offset by an increase in volumes. The average price for old corrugated cardboard for the
three
months ended
March 31, 2016
was $97 per ton compared to $96 per ton for the same period in
2015
. The average price of old newspaper for the
three
months ended
March 31, 2016
was $73 per ton compared to $77 per ton for the same period in
2015
. Our processed recycled commodity volume for the
three
months ended
March 31, 2016
of 0.6 million tons sold was approximately 7% higher than the volume in the same period in
2015
.
|
•
|
Acquisitions increased revenue by
1.2%
during the
three
months ended
March 31, 2016
, primarily due to the acquisition of Tervita, LLC (Tervita) in February 2015 and our waste management contract with Sonoma County, California that was executed in April 2015.
|
•
|
Energy services decreased revenue by
0.6%
due primarily to the reduction in drilling activity resulting from the decline in the price of oil.
|
|
Three Months Ended March 31,
|
|
|||||||||||||
|
2016
|
|
|
2015
|
|
||||||||||
Labor and related benefits
|
$
|
472.0
|
|
|
21.0
|
|
%
|
|
$
|
442.9
|
|
|
20.4
|
|
%
|
Transfer and disposal costs
|
179.0
|
|
|
8.0
|
|
|
|
160.4
|
|
|
7.4
|
|
|
||
Maintenance and repairs
|
218.3
|
|
|
9.7
|
|
|
|
198.5
|
|
|
9.1
|
|
|
||
Transportation and subcontract costs
|
122.2
|
|
|
5.4
|
|
|
|
117.3
|
|
|
5.4
|
|
|
||
Fuel
|
70.3
|
|
|
3.1
|
|
|
|
93.0
|
|
|
4.3
|
|
|
||
Franchise fees and taxes
|
108.4
|
|
|
4.8
|
|
|
|
102.7
|
|
|
4.7
|
|
|
||
Landfill operating costs
|
43.7
|
|
|
1.9
|
|
|
|
32.9
|
|
|
1.5
|
|
|
||
Risk management
|
45.7
|
|
|
2.0
|
|
|
|
36.7
|
|
|
1.7
|
|
|
||
Cost of goods sold
|
38.5
|
|
|
1.7
|
|
|
|
39.1
|
|
|
1.8
|
|
|
||
Other
|
83.3
|
|
|
3.8
|
|
|
|
80.8
|
|
|
3.8
|
|
|
||
Total cost of operations
|
$
|
1,381.4
|
|
|
61.4
|
|
%
|
|
$
|
1,304.3
|
|
|
60.1
|
|
%
|
|
|
|
|
|
|
|
|
|
|
•
|
Labor and related benefits increased due to increased hourly and salaried wages as a result of merit increases, increased headcount, higher collection volumes, acquisitions and higher health care costs.
|
•
|
Transfer and disposal costs increased primarily due to higher collection volumes. During the
three
months ended
March 31, 2016
and
2015
, approximately 67% of the total waste volume we collected was disposed at landfill sites that we own or operate (internalization).
|
•
|
Maintenance and repairs expense increased due to higher collection volumes, cost of parts, internal labor, third party truck repairs, vehicle complexity and costs associated with our fleet maintenance initiative.
|
•
|
Transportation and subcontract costs increased primarily due to subcontracted work resulting from our waste management contract with Sonoma County and the additional workday during the
three
months ended
March 31, 2016
.
|
•
|
Our fuel costs decreased due to lower prices of diesel fuel and our continued conversion to lower cost compressed natural gas (CNG). The national average fuel cost per gallon for the
three
months ended
March 31, 2016
was $2.07 compared to $2.92 for the same period in
2015
, a decrease of $0.85 or approximately 29%.
|
•
|
Franchise fees and taxes increased primarily due to increased volumes in our landfill line of business.
|
•
|
Landfill operating expenses increased due to volume increases in our landfill line of business and increased leachate transportation and disposal costs. Additionally, during the
three
months ended
March 31, 2015
, we recorded favorable remediation adjustments which did not recur for the same period in 2016.
|
•
|
Risk management expenses increased primarily due to favorable actuarial developments in our workers' compensation program recorded during the
three
months ended
March 31, 2015
that did not recur for the same period in 2016, coupled with continued unfavorable actuarial development in our vehicle liability insurance program.
|
|
Three Months Ended March 31,
|
|
|||||||||||||
|
2016
|
|
|
2015
|
|
||||||||||
Depreciation and amortization of property and equipment
|
$
|
156.3
|
|
|
7.0
|
|
%
|
|
$
|
150.0
|
|
|
7.0
|
|
%
|
Landfill depletion and amortization
|
69.0
|
|
|
3.0
|
|
|
|
65.4
|
|
|
3.0
|
|
|
||
Depreciation, amortization and depletion expense
|
$
|
225.3
|
|
|
10.0
|
|
%
|
|
$
|
215.4
|
|
|
10.0
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|||||||||||||
|
2016
|
|
|
2015
|
|
||||||||||
Salaries
|
$
|
158.7
|
|
|
7.1
|
|
%
|
|
$
|
154.2
|
|
|
7.1
|
|
%
|
Provision for doubtful accounts
|
4.6
|
|
|
0.2
|
|
|
|
4.9
|
|
|
0.2
|
|
|
||
Other
|
77.9
|
|
|
3.4
|
|
|
|
80.1
|
|
|
3.7
|
|
|
||
Total selling, general and administrative expenses
|
$
|
241.2
|
|
|
10.7
|
|
%
|
|
$
|
239.2
|
|
|
11.0
|
|
%
|
|
|
|
|
|
|
|
|
|
|
•
|
Salaries increased primarily due to higher wages, higher health care costs, and other payroll related items resulting from merit increases and increased headcount.
|
•
|
Other selling, general and administrative expenses decreased primarily due to acquisition-related transaction and integration costs associated with our acquisition of Tervita in February 2015 that did not recur in 2016.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Interest expense on debt and capital lease obligations
|
$
|
82.1
|
|
|
$
|
78.5
|
|
Accretion of debt discounts
|
1.9
|
|
|
1.7
|
|
||
Accretion of remediation liabilities and other
|
9.7
|
|
|
9.3
|
|
||
Less: capitalized interest
|
(1.0
|
)
|
|
(0.9
|
)
|
||
Total interest expense
|
$
|
92.7
|
|
|
$
|
88.6
|
|
|
|
|
|
|
Net
Revenue
|
|
Depreciation,
Amortization,
Depletion and
Accretion Before
Adjustments for
Asset Retirement
Obligations
|
|
Adjustments to
Amortization
Expense
for Asset
Retirement
Obligations
|
|
Depreciation,
Amortization,
Depletion and
Accretion
|
|
Operating
Income
(Loss)
|
|
Operating
Margin
|
|
||||||||||
Three Months Ended March 31, 2016
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Group 1
|
$
|
1,000.6
|
|
|
$
|
102.2
|
|
|
$
|
—
|
|
|
$
|
102.2
|
|
|
$
|
216.6
|
|
|
21.6
|
%
|
Group 2
|
1,207.0
|
|
|
133.1
|
|
|
(0.3
|
)
|
|
132.8
|
|
|
247.4
|
|
|
20.5
|
|
|||||
Corporate entities
|
41.0
|
|
|
28.4
|
|
|
(0.4
|
)
|
|
28.0
|
|
|
(118.5
|
)
|
|
—
|
|
|||||
Total
|
$
|
2,248.6
|
|
|
$
|
263.7
|
|
|
$
|
(0.7
|
)
|
|
$
|
263.0
|
|
|
$
|
345.5
|
|
|
15.4
|
%
|
Three Months Ended March 31, 2015
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Group 1
|
$
|
955.6
|
|
|
$
|
94.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
94.7
|
|
|
$
|
219.1
|
|
|
22.9
|
%
|
Group 2
|
1,175.3
|
|
|
130.8
|
|
|
—
|
|
|
130.8
|
|
|
266.4
|
|
|
22.7
|
|
|||||
Corporate entities
|
38.5
|
|
|
27.6
|
|
|
—
|
|
|
27.6
|
|
|
(112.7
|
)
|
|
—
|
|
|||||
Total
|
$
|
2,169.4
|
|
|
$
|
253.2
|
|
|
$
|
(0.1
|
)
|
|
$
|
253.1
|
|
|
$
|
372.8
|
|
|
17.2
|
%
|
•
|
Cost of operations unfavorably impacted operating income margin during the
three
months ended
March 31, 2016
, primarily due to higher risk management costs, landfill operating costs, transfer and disposal costs, labor and related benefits, and repair and maintenance costs. Partially offsetting these unfavorable items were lower fuel costs resulting from lower prices of diesel fuel.
|
•
|
Landfill depletion and amortization unfavorably impacted operating income margin for the
three
months ended
March 31, 2016
, primarily due to an overall increase in the average depletion rate.
|
•
|
Selling, general and administrative expenses favorably impacted operating income margin for the
three
months ended
March 31, 2016
, primarily due to favorable legal settlements, which resulted from legal matters occurring in the ordinary course of business, as well as decreased acquisition-related transaction and integration costs primarily associated with the reduction in acquisition-related activity for the
three
months ended
March 31, 2016
compared to the same period in
2015
.
|
•
|
Cost of operations unfavorably impacted operating income margin for the
three
months ended
March 31, 2016
, primarily due to higher transfer and disposal costs, repair and maintenance costs, risk management costs, labor and related benefits, and cost of goods sold. Partially offsetting these unfavorable items were lower fuel costs resulting from lower prices of diesel fuel.
|
•
|
Landfill depletion and amortization favorably impacted operating income margin for the
three
months ended
March 31, 2016
, primarily due to an overall decrease in the average depletion rate.
|
•
|
Selling, general and administrative costs unfavorably impacted operating income margin for the
three
months ended
March 31, 2016
, primarily due to higher wages and payroll related items resulting from merit increases and increased headcount, and favorable legal settlements from matters occurring in the ordinary course of business during the
three
months ended
March 31, 2015
that did not recur for the same period in
2016
.
|
|
Balance as of December 31, 2015
|
|
Permits
Granted,
Net of
Closures
|
|
Airspace
Consumed
|
|
Changes in Engineering Estimates
|
|
Balance as of March 31, 2016
|
|||||
Cubic yards (in millions):
|
|
|
|
|
|
|
|
|
|
|||||
Permitted airspace
|
4,676.5
|
|
|
66.7
|
|
|
(18.6
|
)
|
|
(0.2
|
)
|
|
4,724.4
|
|
Probable expansion airspace
|
290.1
|
|
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
260.1
|
|
Total cubic yards (in millions)
|
4,966.6
|
|
|
36.7
|
|
|
(18.6
|
)
|
|
(0.2
|
)
|
|
4,984.5
|
|
Number of sites:
|
|
|
|
|
|
|
|
|
|
|||||
Permitted airspace
|
193
|
|
|
—
|
|
|
|
|
|
|
193
|
|
||
Probable expansion airspace
|
12
|
|
|
(1
|
)
|
|
|
|
|
|
11
|
|
|
Balance as of December 31, 2015
|
|
Capital
Additions (Amortization)
|
|
Non-cash
Additions
for Asset
Retirement
Obligations
|
|
Impairments,
Transfers
and Other
Adjustments
|
|
Adjustments
for Asset
Retirement
Obligations
|
|
Balance as of March 31, 2016
|
||||||||||||
Non-depletable landfill land
|
$
|
165.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
165.6
|
|
Landfill development costs
|
6,078.1
|
|
|
—
|
|
|
9.3
|
|
|
74.3
|
|
|
(2.0
|
)
|
|
6,159.7
|
|
||||||
Construction-in-progress - landfill
|
191.6
|
|
|
55.3
|
|
|
—
|
|
|
(74.1
|
)
|
|
—
|
|
|
172.8
|
|
||||||
Accumulated depletion and amortization
|
(2,723.0
|
)
|
|
(69.8
|
)
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
(2,792.1
|
)
|
||||||
Net investment in landfill land and development costs
|
$
|
3,712.3
|
|
|
$
|
(14.5
|
)
|
|
$
|
9.3
|
|
|
$
|
0.2
|
|
|
$
|
(1.3
|
)
|
|
$
|
3,706.0
|
|
|
Allowance for
Doubtful
Accounts and Other
|
|
Final Capping,
Closure and
Post-Closure
|
|
Remediation
|
|
Insurance
|
||||||||
Balance as of December 31, 2015
|
$
|
46.7
|
|
|
$
|
1,181.6
|
|
|
$
|
646.1
|
|
|
$
|
405.8
|
|
Non-cash additions for asset retirement obligations
|
—
|
|
|
9.3
|
|
|
—
|
|
|
—
|
|
||||
Acquisitions and other adjustments
|
0.3
|
|
|
0.3
|
|
|
1.4
|
|
|
—
|
|
||||
Asset retirement obligation adjustments
|
—
|
|
|
(2.0
|
)
|
|
—
|
|
|
—
|
|
||||
Accretion expense
|
—
|
|
|
19.8
|
|
|
5.8
|
|
|
0.4
|
|
||||
Premium written for third-party risk assumed
|
—
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||
Reclass to ceded insurance reserves
|
—
|
|
|
—
|
|
|
—
|
|
|
(6.5
|
)
|
||||
Net additions charged (credited) to expense
|
4.6
|
|
|
—
|
|
|
—
|
|
|
105.0
|
|
||||
Payments or usage
|
(5.3
|
)
|
|
(11.7
|
)
|
|
(14.8
|
)
|
|
(92.4
|
)
|
||||
Balance as of March 31, 2016
|
46.3
|
|
|
1,197.3
|
|
|
638.5
|
|
|
418.8
|
|
||||
Less: current portion
|
(46.3
|
)
|
|
(88.2
|
)
|
|
(68.5
|
)
|
|
(135.5
|
)
|
||||
Long-term portion
|
$
|
—
|
|
|
$
|
1,109.1
|
|
|
$
|
570.0
|
|
|
$
|
283.3
|
|
|
Gross Property and Equipment
|
||||||||||||||||||||||||||||||
|
Balance as of December 31, 2015
|
|
Capital
Additions
|
|
Retirements
|
|
Acquisitions,
Net of
Divestitures
|
|
Non-cash
Additions
for Asset
Retirement
Obligations
|
|
Adjustments
for Asset
Retirement
Obligations
|
|
Impairments,
Transfers
and Other
Adjustments
|
|
Balance as of March 31, 2016
|
||||||||||||||||
Land
|
$
|
425.4
|
|
|
$
|
—
|
|
|
$
|
(0.1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
425.3
|
|
Non-depletable
landfill land
|
165.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
165.6
|
|
||||||||
Landfill
development costs
|
6,078.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.3
|
|
|
(2.0
|
)
|
|
74.3
|
|
|
6,159.7
|
|
||||||||
Vehicles and
equipment
|
6,211.8
|
|
|
200.3
|
|
|
(28.3
|
)
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
2.8
|
|
|
6,386.8
|
|
||||||||
Buildings and
improvements
|
1,098.6
|
|
|
1.3
|
|
|
(0.4
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|
1,103.7
|
|
||||||||
Construction-in-
progress - landfill
|
191.6
|
|
|
55.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(74.1
|
)
|
|
172.8
|
|
||||||||
Construction-in-
progress - other
|
25.5
|
|
|
21.3
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
(5.5
|
)
|
|
40.9
|
|
||||||||
Total
|
$
|
14,196.6
|
|
|
$
|
278.2
|
|
|
$
|
(28.8
|
)
|
|
$
|
1.8
|
|
|
$
|
9.3
|
|
|
$
|
(2.0
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
14,454.8
|
|
|
Accumulated Depreciation, Amortization and Depletion
|
||||||||||||||||||||||
|
Balance as of December 31, 2015
|
|
Additions
Charged
to
Expense
|
|
Retirements
|
|
Adjustments
for Asset
Retirement
Obligations
|
|
Impairments,
Transfers
and Other
Adjustments
|
|
Balance as of March 31, 2016
|
||||||||||||
Landfill development costs
|
$
|
(2,723.0
|
)
|
|
$
|
(69.8
|
)
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
(2,792.1
|
)
|
Vehicles and equipment
|
(3,555.0
|
)
|
|
(143.7
|
)
|
|
26.5
|
|
|
—
|
|
|
—
|
|
|
(3,672.2
|
)
|
||||||
Buildings and improvements
|
(365.8
|
)
|
|
(13.1
|
)
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
(378.5
|
)
|
||||||
Total
|
$
|
(6,643.8
|
)
|
|
$
|
(226.6
|
)
|
|
$
|
26.9
|
|
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
(6,842.8
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net cash provided by operating activities
|
$
|
431.5
|
|
|
$
|
496.1
|
|
Net cash used in investing activities
|
(270.2
|
)
|
|
(773.4
|
)
|
||
Net cash (used in) provided by financing activities
|
(160.3
|
)
|
|
336.4
|
|
•
|
Our accounts receivable, exclusive of the change in allowance for doubtful accounts, decreased
$22.6 million
during the
three
months ended
March 31, 2016
due to the timing of billings net of collections, compared to a
$31.3 million
|
•
|
Our prepaid expenses and other assets increased
$44.1 million
during the
three
months ended
March 31, 2016
due primarily to the timing of withdrawals to fund payroll, compared to a
$12.3 million
decrease during the same period in
2015
.
|
•
|
Our accounts payable decreased
$39.7 million
during the
three
months ended
March 31, 2016
due to the timing of payments, compared to a
$34.0 million
decrease in the same period in
2015
.
|
•
|
In connection with our restructuring announced during January 2016, we paid
$5.3 million
primarily related to employee severance and relocation.
|
•
|
Our other liabilities increased
$72.7 million
during the
three
months ended
March 31, 2016
, primarily due to an increase in current taxes payable, compared to a
$80.6 million
increase in the same period in
2015
. We received refunds (net of payments) for income taxes of
$1.3 million
and
$2.3 million
for the
three
months ended
March 31, 2016
and
2015
, respectively.
|
•
|
Cash paid for interest was
$85.3 million
and
$77.5 million
for the
three
months ended
March 31, 2016
and
2015
, respectively.
|
•
|
Capital expenditures during the
three
months ended
March 31, 2016
were
$271.5 million
, compared with
$269.6 million
in the same period in
2015
. Property and equipment received during the
three
months ended
March 31, 2016
and
2015
was
$277.7 million
and
$261.0 million
, respectively.
|
•
|
During the
three
months ended
March 31, 2016
and
2015
, we paid
$6.0 million
and
$509.4 million
, respectively, for business acquisitions.
|
•
|
Our restricted cash and marketable securities balances decreased
$4.6 million
and
$2.9 million
during the
three
months ended
March 31, 2016
and
2015
, respectively. Changes in restricted cash and marketable securities are related to the issuance of tax-exempt bonds, collateral for certain of our obligations and amounts held in trust as a guarantee of performance. Funds received from issuances of tax-exempt bonds are deposited directly into trust accounts by the bonding authority at the time of issuance. Reimbursements from the trust for qualifying expenditures or for repayments of the related tax-exempt bonds are presented as cash provided by investing activities in our consolidated statements of cash flows.
|
•
|
During the
three
months ended
March 31, 2015
, we issued
$500.0 million
of notes for net cash proceeds of
$497.9 million
. Net proceeds of notes payable and long-term debt were
$13.4 million
during the
three
months ended
March 31, 2016
, compared to net payments of
$2.8 million
in the same period in
2015
.
|
•
|
In October 2015, our board of directors added $900.0 million to the existing share repurchase authorization. As of
March 31, 2016
, there were $769.8 million remaining under our share repurchase authorization. During the
three
months ended
March 31, 2016
, we repurchased
1.9 million
shares of our stock for
$85.8 million
.
|
•
|
Dividends paid were
$103.7 million
and
$98.7 million
during the
three
months ended
March 31, 2016
and
2015
, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash provided by operating activities
|
$
|
431.5
|
|
|
$
|
496.1
|
|
Purchases of property and equipment
|
(271.5
|
)
|
|
(269.6
|
)
|
||
Proceeds from sales of property and equipment
|
2.9
|
|
|
3.2
|
|
||
Free cash flow
|
$
|
162.9
|
|
|
$
|
229.7
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Purchases of property and equipment per the unaudited consolidated statements of cash flows
|
$
|
271.5
|
|
|
$
|
269.6
|
|
Adjustments for property and equipment received during the prior period but paid for in the following period, net
|
6.2
|
|
|
(8.6
|
)
|
||
Property and equipment received during the period
|
$
|
277.7
|
|
|
$
|
261.0
|
|
|
|
|
|
•
|
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, projected costs and expenses related to our landfills, fair values of acquired assets and liabilities assumed in our acquisitions, 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 and recycling 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 credit 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;
|
•
|
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 such plan;
|
•
|
the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages;
|
•
|
the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;
|
•
|
changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;
|
•
|
a cyber-security incident could negatively impact our business and our relationships with customers; and
|
•
|
acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the United States.
|
ITEM 1.
|
LEGAL PROCEEDINGS.
|
ITEM 1A.
|
RISK FACTORS.
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
|
|
Total Number of
Shares
Purchased (a)
|
|
Average Price Paid
per Share (a)
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Program (b)
|
|
Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program (c)
|
||||||
January 2016
|
891,754
|
|
|
$
|
43.61
|
|
|
891,754
|
|
|
$
|
816,635,662
|
|
February 2016
|
609,338
|
|
|
44.43
|
|
|
609,338
|
|
|
789,656,815
|
|
||
March 2016
|
418,400
|
|
|
47.33
|
|
|
418,400
|
|
|
769,762,012
|
|
||
|
1,919,492
|
|
|
|
|
1,919,492
|
|
|
|
(a)
|
In October 2015, our board of directors added $900.0 million to the existing share repurchase authorization that now extends through December 31, 2017. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws. While the board of directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time. As of
March 31, 2016
,
0.1 million
repurchased shares were pending settlement and
$4.7 million
were unpaid and included within other accrued liabilities.
|
(b)
|
The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October 2015 authorization.
|
(c)
|
Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units issued to employees.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES.
|
ITEM 4.
|
MINE SAFETY DISCLOSURES.
|
ITEM 5.
|
OTHER INFORMATION.
|
ITEM 6.
|
EXHIBITS.
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
|
31.1*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|
|
|
31.2*
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|
|
|
32.1*
|
|
Section 1350 Certification of Chief Executive Officer
|
|
|
|
32.2*
|
|
Section 1350 Certification of Chief Financial Officer
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Filed herewith.
|
**
|
This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
+
|
Indicates a management or compensatory plan or arrangement.
|
|
|
REPUBLIC SERVICES, INC.
|
|
|
|
|
|
Date:
|
April 28, 2016
|
By:
|
/
S
/ C
HARLES
F. S
ERIANNI
|
|
|
|
Charles F. Serianni
|
|
|
|
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
Date:
|
April 28, 2016
|
By:
|
/
S
/ B
RIAN
A. G
OEBEL
|
|
|
|
Brian A. Goebel
Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
|
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