RSGRepublic Services

We note you present segment measures of Gross Adjusted EBITDA and Net Adjusted EBITDA. Considering comment 2 below, please revise to disclose the single measure of segment profit or loss for each reportable segment. Note that disclosure of additional segment performance measures would be considered non-GAAP measures that are subject to the provisions of Item 10(e) of Regulation S-K.

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Refer to questions 104.01 through 104.06 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations and revise to provide the disclosures required by Item 10(e) of Regulation S-K, as necessary.

The Company respectfully advises the Staff that Adjusted EBITDA is the single financial measure the

Company’s Chief Operating Decision Maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. The intention of including the reconciliation of “Gross Adjusted EBITDA” to “Net Adjusted

EBITDA” was to provide the reader context as to how Corporate and other EBITDA was allocated to the reportable segments.

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In future filings, we will remove the subtotals of “Gross Adjusted EBITDA” and “Adjusted EBITDA

Allocations” and only include “Adjusted EBITDA,” as the segment performance measure, to clarify for the reader that our CODM solely uses this metric to evaluate operating segment profitability. We will also include a statement in the narrative disclosure that Adjusted EBITDA is the single financial measure the CODM uses to evaluate operating segment profitability. Please refer to Exhibit 1 for an example of the revised tabular disclosure for the years ended December 31,

2022, 2021 and 2020.

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We note your presentation of Gross Adjusted EBITDA and Net Adjusted EBITDA on an individual segment basis and on a combined basis for Groups 1 and 2. We further note disclosure on page 106, regarding your calculation of EBITDA and Adjusted EBITDA, that this “presentation is consistent with how our chief operating decision maker reviews results of operations to make resource allocation decisions.” Based on this, it

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appears you are presenting multiple measures of profit or loss for each reportable segment. However, we note that FASB ASC 280-10-50-22 requires disclosure of a single measure for each reportable segment. Please revise to identify and disclose the single measure of segment profit or loss for each reportable segment that the chief operating decision maker uses for purposes of making decisions about allocating resources to the segment and assessing its performance. Refer to FASB ASC 280-10-50-28, which addresses scenarios where the chief operating decision maker uses more than one measure of a segment’s profit or loss.

The Company respectfully advises the Staff that

Adjusted EBITDA is the single financial measure the CODM uses to evaluate operating segment profitability and determine resource allocations. The intention of including the reconciliation of “Gross Adjusted EBITDA” to “Net Adjusted

EBITDA” was to provide the reader context as to how Corporate and other EBITDA was allocated to the reportable segments.

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In future filings, we will remove the subtotals of “Gross Adjusted EBITDA” and “Adjusted EBITDA

Allocations” and only include “Adjusted EBITDA,” as the segment performance measure, to clarify for the reader that our CODM solely uses this metric to evaluate operating segment profitability. We will also include a statement in the narrative disclosure that Adjusted EBITDA is the single financial measure the CODM uses to evaluate operating segment profitability. Please refer to Exhibit 1 for an example of the revised tabular disclosure for the years ended December 31,

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We further note the tables presented on page 106 calculating your EBITDA, EBITDA margin, adjusted EBITDA and adjusted EBITDA margin. However, we note that FASB ASC 280-10-50-30 requires reconciliation of the total of the reportable segments’ measures of profit or loss to consolidated income before income taxes and discontinued operations, or after those items if allocated to segments.

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Further to this, we note that additional reconciliations of non-GAAP measures on a consolidated basis may be considered non-GAAP measures. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K, which indicates that a registrant must not present non-GAAP financial measures on the face of the registrant's financial statements prepared in accordance with GAAP or in the accompanying notes. Please revise your disclosure accordingly.

The Company respectfully advises the Staff that, in future filings, we will revise our reportable segment disclosure to reconcile the total of the reportable segments’ Adjusted EBITDA (consolidated Adjusted EBITDA) to consolidated Income before income taxes. This disclosure will replace the reconciliation of Net income attributable to Republic Services, Inc. to consolidated Adjusted EBITDA. Please refer to Exhibit 2 for an example of the revised tabular disclosure. Read in the reply ↗

We note your reconciliation of adjusted EBITDA and adjusted EBITDA margin on page 11 begins with the non-GAAP measures of EBITDA and EBITDA margin. Please revise your reconciliation to begin with the most directly comparable GAAP measure. Refer to Question 102.10 of the Non-GAAP Financial Measures Compliance & Disclosure Interpretations regarding prominence.

The Company respectfully advises the Staff that the reconciliation of Adjusted EBITDA and Adjusted EBITDA margin that appears on page 11 of the Form 8-K begins with the immediately preceding table on page 10 of the referenced Form 8-K. In future filings, we will combine the two tables into a single tabular presentation such that Adjusted EBITDA and Adjusted EBITDA margin is reconciled to Net income attributable to Republic Services, Inc and Net income margin, respectively.

We believe the responses provided above fully address the Staff’s comments.

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Please contact me at 480-627-2741 with any questions regarding our responses to the Staff’s comments.

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We note that your Adjusted EBITDA includes an adjustment for Loss from unconsolidated equity method investments. Expand your disclosure and tell us why you believe such adjustment is appropriate.

1:

The Company respectfully advises the Staff that the Loss from unconsolidated equity method investments primarily relates to non-controlling equity interests in certain limited liability companies that qualified for investment tax credits under Section 48 of the Internal Revenue Code. We believe that adjusting EBITDA for our Loss from unconsolidated equity method investments is useful to our investors as the relevant income tax benefit, primarily investment tax credits, is not included in the calculation of EBITDA.

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Accordingly, our Adjusted EBITDA includes an adjustment for any equity losses related to such investments. In accordance with the Staff’s comment and Item 10(e)(1)(i) of Regulation S-K, in future Current Reports on Form 8-K, we will include a statement disclosing the reason why management believes the adjustment is useful to investors.

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In your reconciliations related to Adjusted Net Income – Republic, your adjustments appear to be net of tax. Please expand your disclosure to explain how the tax impact is calculated. Refer to Question 102.11 of the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

The Company respectfully advises the Staff that in our reconciliation of Adjusted Net Income – Republic, 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. In accordance with the Staff’s comment and Question 102.11 of the C&DIs, in future Current Reports on Form 8-K, we will include a column in our Reconciliation of Certain Non-GAAP Measures tables that identifies the tax effect of each adjusted item along with a footnote to the reconciliation that

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includes an explanation of how the income tax impact is calculated.

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We note your disclosure of Adjusted EBITDA Margin, which appears to be a non-GAAP financial measure. Please provide the disclosures required by Regulation G and Item 10(e)(1)(i) of Regulation S-K.

The Company respectfully advises the Staff that in future earnings releases furnished to the Commission under Item 2.02 of Form 8-K, where reference is made to Adjusted EBITDA Margin, we will include all required disclosures pursuant to Item 10(e)(1)(i) of Regulation S-K, such as equal or greater prominence of the comparable net income GAAP metric and the addition of a column in our Reconciliation of Certain Non-GAAP Measures tables to present both the net income margin and the Adjusted EBITDA

Margin.

We believe the responses provided above fully address the Staff’s comments.

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Please contact me at 480-627-2741 with any questions regarding our responses to the Staff’s comments.

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