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): October 26, 2023
Republic Services, Inc.
(Exact name of registrant as specified in its charter) | | | | | | | | | | | | | | |
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| Delaware | | 1-14267 | | 65-0716904 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 18500 North Allied Way | | |
| Phoenix, | Arizona | | 85054 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of Each Class | Trading Symbol | Name of exchange on which registered |
| Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | | | | | |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
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TABLE OF CONTENTS | | | | | | | | | | | |
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Item 7.01 Regulation FD Disclosure | | | |
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| EX-99.1 |
| EX-104 |
Item 2.02 Results of Operations and Financial Condition.
On October 26, 2023, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three and nine months ended September 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Full-Year 2023 Adjusted Diluted Earnings Per Share
Our guidance is based on current economic conditions.
The Company raised its full-year diluted earnings per share guidance and expects to be in a range of $5.30 to $5.33 and adjusted diluted earnings per share is expected to be in a range of $5.46 to $5.49. Adjusted diluted earnings per share excludes the impact of restructuring charges and US Ecology acquisition integration and deal costs.
We believe that the presentation of adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs, and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies.
For a reconciliation of adjusted diluted earnings per share to diluted earnings per share, see page 14 of the press release included as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits | | | | | | | | |
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| Exhibit No. | | Description |
| | Press release of Republic Services, Inc. issued October 26, 2023 to announce the financial results for the three and nine months ended September 30, 2023. |
| 104 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | | | | | | | | | | | |
| | REPUBLIC SERVICES, INC. |
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| Date: | October 26, 2023 | By: | /s/ BRIAN DELGHIACCIO |
| | | Brian DelGhiaccio |
| | | Executive Vice President,
Chief Financial Officer
(Principal Financial Officer) |
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| Date: | October 26, 2023 | By: | /s/ BRIAN A. GOEBEL |
| | | Brian A. Goebel |
| | | Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
