Table	of	Contents

# UNITED	STATES	SECURITIES	AND	EXCHANGE	COMMISSION

(Mark	One)

þ	ANNUAL	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

For	the	fiscal	year	ended	December	31,	2012

¨	TRANSITION	REPORT	PURSUANT	TO	SECTION	13	OR	15(d)	OF	THE	SECURITIES	EXCHANGE	ACT	OF	1934

# REPUBLIC	SERVICES,	INC.

(Exact	Name	of	Registrant	as	Specified	in	its	Charter)

Delaware

(State	of	Incorporation)

18500	North	Allied	Way Phoenix,	Arizona

(I.R.S.	Employer	Identification	No.)

(Zip	Code)

(Address	of	Principal	Executive	Offices)

# Registrant's	telephone	number,	including	area	code:	(480)	627-2700

Securities	registered	pursuant	to	Section	12(b)	of	the	Act:

Title	of	Each	Class

Common	Stock,	par	value	$.01	per	share

Name	of	Each	Exchange	on	which	Registered

The	New	York	Stock	Exchange

Securities	registered	pursuant	to	Section	12(g)	of	the	Act:

Indicate	by	check	mark	if	the	registrant	is	a	well-known	seasoned	issuer,	as	defined	in	Rule	405	of	the	Securities	Act.				Yes		þ				No		¨

Indicate	by	check	mark	if	the	registrant	is	not	required	to	file	reports	pursuant	to	Section	13	or	Section	15(d)	of	the	Act.				Yes		¨				No		þ

Indicate	by	check	mark	whether	the	registrant:	(1)	has	filed	all	reports	required	to	be	filed	by	Section	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934	during the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	file	such	reports),	and	(2)	has	been	subject	to	such	filing	requirements	for	the	past 90	days.				Yes		þ				No		¨

Indicate	by	check	mark	whether	the	registrant	has	submitted	electronically	and	posted	on	its	corporate	Website,	if	any,	every	Interactive	Data	File	required	to be	submitted	and	posted	pursuant	to	Rule	405	of	Regulation	S-T	during	the	preceding	12	months	(or	for	such	shorter	period	that	the	registrant	was	required	to	submit	and post	such	files)				Yes		þ				No		¨

Indicate	by	check	mark	if	disclosure	of	delinquent	filers	pursuant	to	Item	405	of	Regulation	S-K	is	not	contained	herein,	and	will	not	be	contained,	to	the	best of	registrant's	knowledge,	in	definitive	proxy	or	information	statements	incorporated	by	reference	in	Part	III	of	this	Form	10-K	or	any	amendment	to	this	Form	10- K.				¨

Indicate	by	check	mark	whether	the	registrant	is	a	large	accelerated	filer,	an	accelerated	filer,	a	non-accelerated	filer,	or	a	smaller	reporting	company.	See	the definitions	of	"large	accelerated	filer,"	"accelerated	filer"	and	"smaller	reporting	company"	in	Rule	12b-2	of	the	Exchange	Act.	(Check	one):

Large	accelerated	filer		þ Accelerated	filer		o

	 Non-accelerated	filer		o

Smaller	reporting	company		o

(Do	not	check	if	a	smaller	reporting	company)

Indicate	by	check	mark	whether	the	registrant	is	a	shell	company	(as	defined	in	Rule	12b-2	of	the	Exchange	Act).				Yes		¨				No		þ

As	of	June	30,	2012,	the	aggregate	market	value	of	the	shares	of	the	Common	Stock	held	by	non-affiliates	of	the	registrant	was	$9.7	billion. As	of	February	8,	2013,	the	registrant	had	outstanding	362,596,989	shares	of	Common	Stock	(excluding	treasury	shares	of	44,076,417).

# DOCUMENTS	INCORPORATED	BY	REFERENCE

Portions	of	the	Registrant's	Proxy	Statement	relative	to	the	2013	Annual	Meeting	of	Stockholders	are	incorporated	by	reference	in	Part	III	hereof.

Unless	the	context	requires	otherwise,	all	references	in	this	Form	10-K	to	"Republic",	"the	company,"	"we,"	"us"	and	"our"	refer	to	Republic	Services,	Inc.	and	its consolidated	subsidiaries.

# PART	I

# ITEM	1. BUSINESS

# Overview

We	are	the	second	largest	provider	of	services	in	the	domestic	non-hazardous	solid	waste	industry	as	measured	by	revenue.	We	provide	non-hazardous	solid	waste collection	services	for	commercial,	industrial,	municipal	and	residential	customers	through	332	collection	operations	in	38	states	and	Puerto	Rico.	We	own	or	operate 195	transfer	stations,	191	active	solid	waste	landfills	and	71	recycling	centers.	We	also	operate	69	landfill	gas	and	renewable	energy	projects.	We	were	incorporated	as	a Delaware	corporation	in	1996.	On	December	5,	2008,	we	acquired	all	the	issued	and	outstanding	shares	of	Allied	Waste	Industries,	Inc.	(Allied)	in	a	stock-for-stock transaction	for	an	aggregate	purchase	price	of	$12.1	billion,	which	included	$5.4	billion	of	debt,	at	fair	value.

Based	on	analysts'	reports	and	industry	trade	publications,	we	believe	the	United	States	non-hazardous	solid	waste	services	industry	generates	annual	revenue	of approximately	$55	billion,	of	which	approximately	60%	is	managed	by	publicly	owned	waste	companies.	We	believe	that	we	and	one	other	public	waste	company generated	in	excess	of	60%	of	the	publicly	owned	companies'	total	revenue.	Industry	data	also	indicates	that	the	non-hazardous	waste	industry	in	the	United	States remains	fragmented	as	privately	held	companies	and	municipal	and	other	local	governmental	authorities	generate	approximately	19%	and	22%,	respectively,	of	total industry	revenue.	We	believe	growth	in	the	solid	waste	industry	historically	has	been	linked	primarily	to	growth	in	the	overall	economy,	including	the	level	of	new household	and	business	formation	and	changes	in	residential	and	commercial	construction	activity.

Our	operations	are	national	in	scope,	but	the	physical	collection	and	disposal	of	waste	is	very	much	a	local	business	and	the	dynamics	and	opportunities	differ	in	each	of our	markets.	By	combining	local	operating	management	with	standardized	business	practices,	we	drive	greater	overall	operating	efficiency	across	the	company	while maintaining	day-to-day	operating	decisions	at	the	local	level,	closest	to	the	customer.

We	manage	our	operations	through	three	geographic	operating	regions	that	are	also	our	reportable	segments:	East,	Central	and	West.	Each	region	is	organized	into several	areas	and	each	area	contains	multiple	business	units	or	operating	locations.	Each	of	our	regions	and	substantially	all	our	areas	provide	collection,	transfer, recycling	and	disposal	services.	We	believe	this	structure	facilitates	integrating	our	operations	within	each	region,	which	is	a	critical	component	of	our	operating strategy.	It	also	allows	us	to	maximize	the	growth	opportunities	in	each	of	our	markets	and	to	operate	the	business	efficiently,	while	minimizing	administrative	overhead costs	and	maintaining	effective	controls	and	standards	over	operational	and	administrative	matters,	including	financial	reporting.	See	Note	14,	Segment	Reporting,	to	our consolidated	financial	statements	in	Item	8	of	this	Form	10-K	for	further	discussion	of	our	operating	segments.

During	the	fourth	quarter	of	2012,	we	restructured	our	field	and	corporate	operations	to	create	a	more	efficient	and	competitive	company.	These	changes	included consolidating	the	regions	from	four	to	three,	which	resulted	in	a	change	to	our	reportable	segments	to	those	described	above,	and	areas	from	28	to	20,	relocating	office space	and	reducing	administrative	staffing	levels.	We	implemented	this	realignment	to	leverage	our	strong	leadership	team	and	organizational	capabilities	to	refine	how we	operate.	We	have	not	made	any	changes	to	the	span	of	control	at	our	business	units,	keeping	the	appropriate	leadership	focus	and	decision	making	closest	to	our customers.

# Management	Team

We	believe	we	have	one	of	the	most	experienced	management	teams	in	the	solid	waste	industry.

Donald	W.	Slager	became	our	Chief	Executive	Officer	(CEO)	and	remained	our	President	on	January	1,	2011,	after	having	served	as	our	President	and	Chief	Operating Officer	(COO)	from	the	Allied	acquisition	in	December	2008	until	then.	In	addition	to	his	duties	as	CEO,	Mr.	Slager	resumed	the	role	of	principal	operating	executive from	November	2011	until	August	2012.	Prior	to	the	Allied	acquisition,	Mr.	Slager	worked	for	Allied	from	1992	through	2008	and	served	in	various	management positions,	including	President	and	COO	from	2004	through	2008	and	Executive	Vice	President	and	COO	from	2003	to	2004.	From	2001	to	2003,	Mr.	Slager	served	as Senior	Vice	President,	Operations.	Mr.	Slager	held	various	management	positions	at	Allied	from	1992	to	2003,	and	was	previously	General	Manager	at	National	Waste Services,	where	he	served	in	various	management	positions	since	1985.	Mr.	Slager	has	over	32	years	of	experience	in	the	solid	waste	industry.	Mr.	Slager	has	been	a member	of	our	Board	of	Directors	since	June	24,	2010.

Glenn	A.	Culpepper	was	elected	Executive	Vice	President	-	Chief	Financial	Officer,	effective	on	January	9,	2013.	Mr.

Culpepper	has	more	than	30	years	of	broad-based	financial	experience.	He	joins	Republic	from	Summit	Materials,	a	leading	business	in	the	aggregates	and	building materials	sector,	where	he	has	been	Chief	Financial	Officer	(CFO)	for	the	last	two	years.	Prior	to	that,	Mr.	Culpepper	spent	21	years	at	CRH	PLC,	a	large	publicly- traded	multinational	construction	materials	company	based	in	Dublin,	Ireland,	including	two	years	as	its	principal	financial	officer	and	member	of	its	board	of	directors, and	13	years	as	the	CFO	of	its	North	American	operations,	Oldcastle	Materials.	Prior	to	CRH,	Mr.	Culpepper	held	roles	of	increasing	responsibility	in	audit,	tax	and mergers	and	acquisitions	at	Price	Waterhouse.

Robert	Boucher	was	named	Executive	Vice	President,	Operations	in	August	2012.	Mr.	Boucher	joined	us	in	June	2010	as	the	Area	President	for	the	Houston	area	and then	served	as	Senior	Vice	President,	Operations,	Southern	Region.	Mr.	Boucher	has	had	a	20-year	career	in	the	waste	industry,	including	serving	as	President	and	Chief Executive	Officer	of	Synagro	from	2002	to	2010.	Before	that,	Mr.	Boucher	worked	for	Allied	Waste	Industries,	Inc.	from	1997	to	2002	in	positions	including	District Manager	and	Regional	Vice	President.	Mr.	Boucher	also	worked	for	Waste	Management	from	1994	to	1997	and	for	American	Waste	Systems	from	1989	to	1994. During	this	time,	his	many	roles	included	Division	Manager,	Operations	Manager,	General	Manager	and	Division	President.	Mr.	Boucher	has	over	23	years	of experience	in	the	solid	waste	industry.

Jeffrey	A.	Hughes	was	named	Executive	Vice	President,	Human	Resources	in	December	2008.	Before	that,	Mr.	Hughes	served	as	Senior	Vice	President,	Eastern	Region Operations	for	Allied	from	2004	until	the	Allied	acquisition	in	December	2008.	Mr.	Hughes	served	as	Assistant	Vice	President	of	Operations	Support	for	Allied	from 1999	to	2004	and	as	a	District	Manager	for	Allied	from	1988	to	1999.	Mr.	Hughes	has	over	25	years	of	experience	in	the	solid	waste	industry.

Michael	P.	Rissman	has	served	as	our	Executive	Vice	President,	General	Counsel	and	Corporate	Secretary	since	August	2009.	Previously,	Mr.	Rissman	had	served	as acting	General	Counsel	and	Corporate	Secretary	from	March	2009.	Mr.	Rissman	joined	Allied	as	Vice	President	and	Deputy	General	Counsel	in	July	2007	and continued	in	the	same	positions	at	Republic	following	the	Allied	acquisition	in	December	2008.	Prior	to	joining	Allied,	Mr.	Rissman	was	a	partner	at	Mayer	Brown	LLP, in	Chicago,	where	he	worked	from	1990	until	coming	to	Allied	in	2007.

Our	local	management	team	has	extensive	industry	experience	in	growing,	operating	and	managing	solid	waste	companies	and	has	substantial	experience	in	their	local geographic	markets.	This	allows	us	to	quickly	respond	to	and	meet	our	customers'	needs	and	stay	in	touch	with	local	businesses	and	municipalities.	Each	regional management	team	includes	a	regional	president,	vice	president-controller,	vice	president	of	human	resources,	vice	president	of	sales,	vice	president	of	operations support,	director	of	safety,	director	of	engineering	and	environmental	management,	and	director	of	market	planning	and	development.	We	believe	that	our	strong regional	management	teams	allow	us	to	effectively	and	efficiently	drive	our	initiatives	and	help	ensure	consistency	throughout	the	organization.	Our	regional management	teams	and	area	presidents	have	extensive	authority,	responsibility	and	autonomy	for	operations	within	their	respective	geographic	markets.	As	a	result	of retaining	experienced	managers	with	extensive	knowledge	of	and	involvement	in	their	local	communities,	we	are	proactive	in	anticipating	customers'	needs	and adjusting	to	changes	in	our	markets.	We	also	seek	to	implement	the	best	practices	of	our	various	regions,	areas	and	business	units	throughout	our	operations	to	continue improving	operating	margins.

# Integrated	Operations

We	believe	we	have	created	a	company	with	a	strong,	national	operating	platform.	We	seek	to	achieve	a	high	rate	of	internalization	by	controlling	waste	streams	from the	point	of	collection	through	processing	or	disposal.	Our	fully	integrated	markets	generally	have	a	lower	cost	of	operations	and	more	favorable	cash	flows	than	our non-integrated	markets.	Through	acquisitions,	landfill	operating	agreements	and	other	market	development	activities,	we	create	market-specific,	integrated	operations typically	consisting	of	one	or	more	collection	operations,	transfer	stations	and	landfills.	We	also	operate	recycling	centers	in	markets	where	diversion	of	waste	is	a priority	and	it	is	profitable	to	do	so.	We	consider	acquiring	companies	that	own	or	operate	landfills	with	significant	permitted	disposal	capacity	and	appropriate	levels	of waste	volumes.

We	also	seek	to	acquire	solid	waste	collection	operations	in	markets	in	which	we	own	or	operate	landfills.	In	addition,	we	generate	internal	growth	in	our	disposal operations	by	developing	new	landfills	and	expanding	our	existing	landfills	in	markets	in	which	we	have	significant	collection	operations	or	in	markets	that	we	determine lack	sufficient	disposal	capacity.	During	the	year	ended	December	31,	2012,	approximately	67%	of	the	total	waste	volume	that	we	collected	was	disposed	at	landfill	sites that	we	own	or	operate	(internalization).	In	a	number	of	our	larger	markets,	we	and	our	competitors	are	required	to	take	waste	to	government-controlled	disposal facilities	(flow	control).	This	provides	us	with	an	opportunity	to	compete	effectively	in	these	markets	without	investing	in	landfill	capacity.

# Major	Initiatives

Our	initiatives	are	designed	to	deliver	total	waste	stream	solutions,	including	recycling,	to	our	customers	while	creating	sustainable	economic	value	for	our	stockholders. We	believe	focusing	on	the	following	major	initiatives	will	improve	profitability	and	generate	value	for	our	stockholders:

# Customer	Experience

We	strive	to	provide	the	highest	level	of	customer	service.	Our	policy	is	to	periodically	visit	each	commercial	account	to	ensure	customer	service	and	satisfaction.	We also	have	municipal	marketing	representatives	who	are	responsible	for	working	with	municipalities	or	communities	to	which	we	provide	residential	service	to	ensure customer	satisfaction.	Additionally,	the	municipal	representatives	organize	and	drive	the	effort	to	obtain	new	or	renew	municipal	contracts	in	their	service	areas.

We	will	continue	to	exceed	our	customers'	expectations	through	consistently	delivering	high	quality	service	and	an	expanded	use	of	technology	to	make	it	easier	to	do business	with	us.	Our	technology	eventually	will	allow	more	customers	to	access	information	and	perform	functions	like	changing	service	requests	and	making	payments over	the	internet	that	were	previously	done	with	the	assistance	of	a	customer	service	representative.	By	increasing	the	ease	of	use	and	functionality	of	our	web-based market	presence,	we	believe	we	will	enhance	customer	satisfaction	and	retention	while	we	lower	our	costs.

# Expansion	of	Recycling	Capabilities

We	believe	approximately	35%	of	municipal	solid	waste	is	recycled.	Communities	have	increasingly	committed	to	their	residents	to	enhance	and	expand	their	recycling programs.	We	continue	to	focus	on	innovative	waste	disposal	processes	and	programs	to	help	our	customers	achieve	their	goals	related	to	sustainability	and environmentally	sound	waste	practices.	We	currently	own	or	operate	71	recycling	centers.	During	2012,	we	invested	approximately	$76	million	on	five	recycling centers.	We	will	continue	to	look	for	opportunities	to	expand	our	recycling	capabilities	in	markets	where	these	services	are	desired	and	provide	an	appropriate	return	on our	investment.

# Fleet	Automation

Through	2012,	we	have	converted	approximately	62%	of	our	residential	routes	to	automated	single	driver	trucks.	By	converting	our	residential	routes	to	automated service,	we	believe	we	can	more	efficiently	service	our	customers,	improve	driver	safety,	increase	productivity	and	reduce	labor	costs.	Additionally,	communities	using automated	vehicles	have	higher	participation	rates	in	recycling	programs,	thereby	complementing	our	initiative	to	expand	our	recycling	capabilities.

# Fleet	Conversion	to	Compressed	Natural	Gas	(CNG)

We	currently	operate	1,300	CNG	vehicles	out	of	our	total	15,000	active	vehicles.	We	expect	to	continue	our	gradual	fleet	conversion	to	CNG,	our	preferred	alternative fuel	technology,	as	part	of	our	ordinary	annual	fleet	replacement	process.	We	believe	a	gradual	fleet	conversion	is	most	prudent	to	realize	the	full	value	of	our	previous fleet	investments.	Approximately	54%	of	our	vehicle	purchases	during	2012	were	vehicles	fueled	by	CNG.	We	believe	using	CNG	vehicles	provides	us	a	competitive advantage	in	communities	with	strict	clean	emission	objectives	or	initiatives	that	focus	on	protecting	the	environment.	Although	upfront	costs	are	higher,	we	expect	that using	natural	gas	will	reduce	our	overall	fleet	operating	costs	through	lower	maintenance	and	fuel	expenses.

# Standardized	Maintenance

We	believe	we	operate	the	eighth	largest	vocational	fleet	in	the	United	States.	As	of	December	31,	2012,	our	average	fleet	age	in	years,	by	line	of	business,	was	as follows:

|  | Number	of	Vehicles | Average	Age |
| :--- | :--- | :--- |
| Residential | 7,500 | 6 |
| Commercial | 4,000 | 6 |
| Industrial | 3,500 | 9 |
| Total | 15,000 | 7 |

We	have	historically	spent	approximately	5%	of	our	revenue	on	fleet	maintenance.	Through	standardization	of	core	functions,	we	believe	we	can	minimize	variability	in our	maintenance	processes,	resulting	in	higher	vehicle	quality	and	reliability	and	a	safer,	more	efficient	fleet	with	lower	operating	costs.	We	have	standardized maintenance	programs	for	approximately	50%	of	our	fleet	maintenance	operations	through	December	31,	2012.

# Cash	Utilization	Strategy

Key	components	of	our	cash	utilization	strategy	include	generating	and	growing	free	cash	flow	and	sustaining	or	improving	our	return	on	invested	capital.	Our	definition of	free	cash	flow,	which	is	not	a	measure	determined	in	accordance	with	United	States	generally	accepted	accounting	principles	(U.S.	GAAP),	is	cash	provided	by operating	activities	less	purchases	of	property	and	equipment,	plus	proceeds	from	sales	of	property	and	equipment	as	presented	in	our	consolidated	statements	of	cash flows.	We	believe	that	free	cash	flow	is	a	driver	of	stockholder	value	and	provides	useful	information	regarding	the	recurring	cash	provided	by	our	operations.	Free	cash flow	also	demonstrates	our	ability	to	execute	our	cash	utilization	strategy,	which	includes:

# •internal	growth	and

acquisitions,

•dividends,

•share	repurchases,	and

•strong	capital	structure.

We	manage	our	free	cash	flow	by	ensuring	that	capital	expenditures	and	operating	asset	levels	are	appropriate	in	light	of	our	existing	business	and	growth	opportunities and	by	closely	managing	our	working	capital,	which	consists	primarily	of	accounts	receivable,	accounts	payable,	and	accrued	landfill	and	environmental	costs.

# Internal	Growth	and	Acquisitions

Our	growth	strategy	focuses	on	increasing	revenue,	gaining	market	share	and	enhancing	stockholder	value	through	internal	growth	in	price	and	volume	as	well	as through	development	activities,	acquisitions	and	improving	our	operating	margins.	Within	our	markets,	our	goal	is	to	deliver	sustainable,	long-term	profitable	growth while	efficiently	operating	our	assets	to	generate	acceptable	rates	of	return.	We	allocate	capital	to	businesses,	markets	and	development	projects	both	to	support	growth and	to	achieve	acceptable	rates	of	return.	The	key	components	of	our	growth	strategy	are:

Price	Growth.		We	seek	to	secure	price	increases	necessary	to	offset	increased	costs,	to	improve	our	operating	margins	and	to	obtain	adequate	returns	on	our	substantial investments	in	vehicles,	other	equipment,	landfills,	transfer	stations	and	recycling	facilities.

Volume	Growth.		Growth	through	increases	in	our	customer	base	and	services	provided	is	the	most	capital	efficient	means	to	grow	our	business.	We	seek	to	obtain	long- term	contracts	for	collecting	solid	waste	with	exclusive	franchise	agreements	with	municipalities	as	well	as	commercial	and	industrial	contracts.	By	obtaining	such	long- term	agreements,	we	can	grow	our	contracted	revenue	base	at	the	same	rate	as	the	underlying	population	growth	in	these	markets.	In	addition,	by	securing	a	base	of long-term	recurring	revenue,	we	are	better	able	to	protect	our	market	position	from	competition.	We	work	to	increase	volumes	while	ensuring	that	prices	charged	for services	provide	an	appropriate	return	on	our	capital	investment.

Sales	and	Marketing	Activities.		We	manage	our	sales	and	marketing	activities	to	enable	us	to	capitalize	on	our	leading	position	in	many	of	the	markets	in	which	we operate.	While	most	of	our	marketing	activity	is	local	in	nature,	we	also	provide	a	National	Accounts	program	in	response	to	the	needs	of	national	and	regional customers.	This	National	Accounts	program	is	designed	to	provide	the	best	total	solution	to	our	customers'	evolving	waste	management	needs	in	an	environmentally responsible	manner.	We	partner	with	national	clients	to	reach	their	sustainability	goals,	optimize	waste	streams,	balance	equipment	and	service	intervals,	and	provide customized	reporting.	The	National	Accounts	program	centralizes	services	to	effectively	manage	customer	needs,	while	helping	minimize	costs.	With	our	extended geographic	reach,	this	program	effectively	serves	our	customers	nationwide.	As	an	industry	leader,	our	mission	is	to	use	our	strengths	and	expertise	to	exceed	customer expectations	by	consistently	delivering	the	best	national	program	available.

Development	Activities.		We	seek	to	identify	opportunities	to	further	our	position	as	an	integrated	service	provider	in	markets	where	we	are	not	fully	integrated.	Where appropriate,	we	seek	to	obtain	permits	to	build	transfer	stations,	recycling	centers	and	landfills	that	would	provide	vertically	integrated	waste	services	or	expand	the service	areas	for	our	existing	disposal	sites.	Development	projects,	while	generally	less	capital	intensive	than	acquisitions,	typically	require	extensive	permitting	efforts that	can	take	years	to	complete	with	no	assurance	of	success.	We	undertake	development	projects	when	we	believe	there	is	a	reasonable	probability	of	success	and	where reasonably	priced	acquisition	opportunities	are	not	available.

We	continuously	evaluate	our	existing	operating	assets	and	their	deployment	within	each	market	to	determine	if	we	have	optimized	our	position	and	to	ensure appropriate	investment	of	capital.	Where	operations	are	not	generating	acceptable	returns,	we	examine	opportunities	to	achieve	greater	efficiencies	and	returns	through integrating	additional	assets.	If	such	enhancements	are	not	possible,	we	may	ultimately	decide	to	divest	the	existing	assets	and	reallocate	resources	to	other	markets.

Acquisitions.		Our	acquisition	growth	strategy	focuses	primarily	on	acquiring	privately	held	solid	waste	and	recycling	companies	that	complement	our	existing	business platform.	We	believe	our	ability	to	acquire	privately	held	companies	is	enhanced	by	increasing	competition	in	the	solid	waste	industry,	increasing	capital	requirements due	to	changes	in	solid	waste	regulatory	requirements,	and	the	limited	number	of	exit	strategies	for	privately	held	companies.	In	addition,	we	will	continue	to	evaluate opportunities	to	acquire	operations	and	facilities	that	are	being	divested	by	other	publicly	owned	waste	companies.

Public-Private	Partnerships.	In	addition	to	privately	held	solid	waste	and	recycling	companies,	we	also	focus	on	the	waste	and	recycling	operations	and	facilities	of municipal	and	other	local	governmental	authorities	for	growth	opportunities.	We	believe	our	ability	to	acquire	operations	and	facilities	from	municipalities	that	are privatizing	is	growing,	as	they	increasingly	seek	to	raise	capital	and	reduce	risk.

The	consolidation	of	acquired	businesses	into	existing	operations,	whether	through	acquisitions	or	public-private	partnerships,	reduces	costs	by	decreasing	capital	and expenses	used	for	truck	routing,	personnel,	equipment	and	vehicle	maintenance,	inventories	and	back-office	administration.

In	July	2003,	our	board	of	directors	initiated	a	quarterly	cash	dividend	of	$0.04	per	share.	Our	quarterly	dividend	has	increased	from	time	to	time	thereafter,	the	latest increase	occurring	in	the	third	quarter	of	2012	to	$0.235	per	share,	representing	a	compound	annual	growth	rate	since	2003	of	approximately	22%.	We	expect	to	continue paying	quarterly	cash	dividends	and	may	consider	additional	dividend	increases	if	we	believe	they	will	enhance	stockholder	value.

# Share	Repurchases

We	have	had	a	share	repurchase	program	since	November	2010.	From	November	2010	to	December	31,	2012,	we	used	$825.6	million	to	repurchase	29.0	million	shares of	our	common	stock	at	a	weighted	average	cost	per	share	of	$28.49.	We	expect	to	use	the	remaining	authorization,	totaling	$324.4	million,	to	repurchase	outstanding shares	during	2013.

Debt.	Since	our	merger	with	Allied	on	December	5,	2008,	we	have	refinanced	$5,288.2	million	in	senior	notes	and	$1,022.3	million	in	tax-exempt	financings.	This reduced	the	average	coupon	rate	on	our	senior	notes	and	tax-exempt	financings,	on	a	weighted	average	basis,	by	more	than	175	basis	points	while	extending	our	debt maturities	and	giving	greater	stability	to	our	capital	structure.	As	a	result	of	the	refinancing,	our	debt	maturity	profile	is	as	follows:

|  | 2013 | 2014 | 2015 | 2016 | 2017 | Thereafter |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Credit\tfacilities | $— | \t $— | \t $— | \t $1,000.0 | \t $1,250.0 | \t $— |
| Senior\tnotes | — | — | — | — | — | 5,725.7 |
| Debentures | — | — | — | — | — | 200.5 |
| Tax-exempt\tfinancings | 11.3 | 11.3 | 4.8 | 25.0 | 5.2 | 1,040.3 |
| Total | $11.3 | \t $11.3 | \t $4.8 | \t $1,025.0 | \t $1,255.2 | \t $6,966.5 |

Credit	Ratings.	A	key	component	of	our	financial	strategy	includes	maintaining	investment	grade	ratings	on	our	senior	debt,	which	was	rated	BBB	by	Standard	& Poor's,	BBB	by	Fitch	and	Baa3	by	Moody's	as	of	December	31,	2012.	Such	ratings	have	allowed	us,	and	should	continue	to	allow	us,	to	readily	access	capital	markets	at competitive	rates.

# Operations

Our	operations	primarily	consist	of	providing	collection,	transfer	and	disposal	of	non-hazardous	solid	waste	and	recovering	and	recycling	certain	materials.

Collection	Services.		We	provide	solid	waste	collection	services	to	commercial,	industrial,	municipal	and	residential	customers	through	332	collection	operations.	In 2012,	77%	of	our	revenue	was	derived	from	collection	services.	Within	the	collection	line	of	business,	35%	of	our	revenue	is	from	services	provided	to	municipal	and residential	customers,	40%	is	from	services	provided	to	commercial	customers,	and	25%	is	from	services	provided	to	industrial	(both	permanent	and	temporary)	and other	customers.

Our	residential	collection	operations	involve	the	curbside	collection	of	refuse	from	small	containers	into	collection	vehicles	for	transport	to	transfer	stations,	or	directly	to landfills	or	recycling	centers.	We	typically	perform	residential	solid	waste	collection	services	under	contracts	with	municipalities,	which	we	generally	secure	by competitive	bid	and	which	give	us	exclusive	rights

to	service	all	or	a	portion	of	the	homes	in	the	respective	municipalities.	These	contracts	or	franchises	usually	range	in	duration	from	one	to	five	years,	although	some	of our	exclusive	franchises	are	for	significantly	longer	periods.	We	also	perform	residential	solid	waste	collection	services	on	a	subscription	basis,	in	which	individual households	contract	directly	with	us.	The	fees	received	for	subscription	residential	collection	are	based	primarily	on	market	factors,	frequency	and	type	of	service,	the distance	to	the	disposal	facility	and	the	cost	of	disposal.	In	general,	subscription	residential	collection	fees	are	paid	quarterly	in	advance	by	the	residential	customers receiving	the	service.

In	our	commercial	and	industrial	collection	operations,	we	supply	our	customers	with	waste	containers	of	varying	sizes.	We	also	rent	compactors	to	large	waste generators.	We	typically	perform	commercial	collection	services	under	one-	to	three-year	service	agreements,	and	fees	are	determined	based	on	a	number	of	factors including	the	market,	collection	frequency,	type	of	equipment	furnished,	type	and	volume	or	weight	of	the	waste	collected,	transportation	costs,	and	the	cost	of	disposal.

We	also	provide	waste	collection	services	to	industrial	and	construction	facilities	on	a	contractual	basis	with	terms	ranging	from	a	single	pickup	to	one	year	or	longer. Our	construction	services	are	provided	to	the	commercial	construction	and	home	building	sectors.	We	collect	the	containers	or	compacted	waste	and	transport	the	waste to	either	a	transfer	station	or	directly	to	a	landfill	for	disposal.

We	also	provide	recycling	services	based	on	our	collection	customers'	requirements	to	complete	our	service	offerings.

Transfer	Services.		We	own	or	operate	195	transfer	stations.	Revenue	at	transfer	stations	is	primarily	generated	by	charging	tipping	or	disposal	fees	which	accounted	for 5%	of	our	revenue	during	2012.	Our	collection	operations	deposit	waste	at	these	transfer	stations,	as	do	other	private	and	municipal	haulers,	for	compaction	and	transfer to	disposal	sites	or	recycling	centers.	Transfer	stations	provide	collection	operations	with	a	cost	effective	means	to	consolidate	waste	and	reduce	transportation	costs while	providing	our	landfill	sites	with	an	additional	"gate"	to	extend	their	geographic	reach.

Disposal	Services.		We	own	or	operate	191	active	landfills.	We	charge	tipping	fees	to	third	parties,	which	accounted	for	12%	of	our	revenue	during	2012.	As	of December	31,	2012,	we	had	approximately	37,000	permitted	acres	and	total	available	permitted	and	probable	expansion	disposal	capacity	of	4.8	billion	in-place	cubic yards.	The	in-place	capacity	of	our	landfills	is	subject	to	change	based	on	engineering	factors,	requirements	of	regulatory	authorities,	our	ability	to	continue	to	operate our	landfills	in	compliance	with	applicable	regulations,	and	our	ability	to	successfully	renew	operating	permits	and	obtain	expansion	permits	at	our	sites.	Some	of	our landfills	accept	non-hazardous	special	waste,	including	utility	ash,	asbestos	and	contaminated	soils.

Most	of	our	active	landfill	sites	have	the	potential	for	expanded	disposal	capacity	beyond	the	currently	permitted	acreage.	We	monitor	the	availability	of	permitted disposal	capacity	at	each	of	our	landfills	and	evaluate	whether	to	pursue	an	expansion	at	a	given	landfill	based	on	estimated	future	waste	volumes	and	prices,	market needs,	remaining	capacity	and	the	likelihood	of	obtaining	an	expansion.	To	satisfy	future	disposal	demand,	we	are	currently	seeking	to	expand	permitted	capacity	at certain	of	our	landfills.	However,	we	cannot	assure	you	that	all	proposed	or	future	expansions	will	be	permitted	as	designed.

We	also	have	responsibility	for	128	closed	landfills,	for	which	we	have	associated	closure	and	post-closure	obligations.

Recycling	Services.		We	own	or	operate	71	recycling	centers.	These	facilities	generate	revenue	through	the	collection,	processing,	and	sale	of	old	corrugated	cardboard (OCC),	old	newspaper	(ONP),	aluminum,	glass	and	other	materials.	Most	of	these	recyclable	materials	are	collected	by	our	collection	operations.

Changing	market	demand	for	recyclable	materials	causes	volatility	in	commodity	prices.	At	current	volumes	and	mix	of	materials,	we	believe	a	ten	dollar	per	ton	change in	the	price	of	recyclable	materials	will	change	annual	revenue	and	operating	income	by	approximately	$29	million	and	$20	million,	respectively,	on	an	annual	basis.

In	certain	instances	we	issue	recycling	rebates	to	municipalities	or	large	industrial	customers,	which	can	be	based	on	the	price	we	receive	upon	the	final	sale	of recyclable	materials,	a	fixed	contractual	rate	or	other	measures.	We	also	receive	rebates	when	we	dispose	of	recyclable	materials	at	third-party	facilities.

Of	the	current	waste	stream,	approximately	35%	is	recycled,	and	we	believe	that	percentage	is	growing	faster	than	the	overall	waste	stream	as	more	volumes	are diverted	from	landfills.		As	consumer	demand	for	recycling	services	has	increased,	we	have	met	that	demand	by	integrating	recycling	components	to	each	of	our collection	service	offerings.		Our	goal	is	to	provide	a	complete	waste	stream	management	solution	to	our	customers	in	an	environmentally	sustainable	way.

Other	Services.		Other	revenue	consists	primarily	of	National	Accounts	revenue	generated	from	nationwide	contracts	in	markets	outside	our	operating	areas,	where	the associated	waste	handling	services	are	subcontracted	to	local	operators.	Thus,	substantially	all	of	this	revenue	is	offset	with	related	subcontract	costs,	which	are	recorded in	cost	of	operations.

# Customers

We	provide	services	to	a	broad	base	of	commercial,	industrial,	municipal	and	residential	customers.	No	single	customer	has	individually	accounted	for	more	than	3%	of our	consolidated	revenue	in	any	of	the	last	three	years.

# Competition

Although	we	operate	in	a	highly	competitive	industry,	entry	into	our	business	and	the	ability	to	operate	profitably	require	substantial	amounts	of	capital	and	managerial experience.	Competition	in	the	non-hazardous	solid	waste	industry	comes	from	a	few	other	large,	national	publicly-owned	companies,	including	Waste	Management, Inc.,	several	regional	publicly-	and	privately-owned	solid	waste	companies,	and	thousands	of	small	privately-owned	companies.	In	any	given	market,	competitors	may have	larger	operations	and	greater	resources.	In	addition,	we	compete	with	municipalities	that	maintain	waste	collection	or	disposal	operations.	These	municipalities may	have	financial	advantages	due	to	the	availability	of	tax	revenue	and	tax-exempt	financing.

We	compete	for	collection	accounts	primarily	on	the	basis	of	price	and	the	quality	of	our	services.	From	time	to	time,	our	competitors	reduce	the	price	of	their	services	in an	effort	to	expand	market	share	or	to	win	a	competitively	bid	municipal	contract.	Our	ability	to	maintain	and	increase	prices	in	certain	markets	may	be	impacted	by	our competitors'	pricing	policies.	This	may	have	an	impact	on	our	future	revenue	and	profitability.

# Seasonality	and	Severe	Weather

Our	operations	can	be	adversely	affected	by	periods	of	inclement	or	severe	weather,	which	could	increase	the	volume	of	waste	collected	under	our	existing	contracts (without	corresponding	compensation),	delay	the	collection	and	disposal	of	waste,	reduce	the	volume	of	waste	delivered	to	our	disposal	sites,	or	delay	the	construction	or expansion	of	our	landfill	sites	and	other	facilities.	Our	operations	also	can	be	favorably	affected	by	severe	weather,	which	could	increase	the	volume	of	waste	in situations	where	we	are	able	to	charge	for	our	additional	services.

# Regulation

Our	facilities	and	operations	are	subject	to	a	variety	of	federal,	state	and	local	requirements	that	regulate,	among	other	things,	the	environment,	public	health,	safety, zoning	and	land	use.	Operating	and	other	permits,	licenses	and	other	approvals	generally	are	required	for	landfills	and	transfer	stations,	certain	solid	waste	collection vehicles,	fuel	storage	tanks	and	other	facilities	that	we	own	or	operate.	These	permits	are	subject	to	denial,	revocation,	modification	and	renewal	in	certain circumstances.	Federal,	state	and	local	laws	and	regulations	vary,	but	generally	govern	wastewater	or	storm	water	discharges,	air	emissions,	the	handling,	transportation, treatment,	storage	and	disposal	of	hazardous	and	non-hazardous	waste,	and	the	remediation	of	contamination	associated	with	the	release	or	threatened	release	of hazardous	substances.	These	laws	and	regulations	provide	governmental	authorities	with	strict	powers	of	enforcement,	which	include	the	ability	to	revoke	or	decline	to renew	any	of	our	operating	permits,	obtain	injunctions,	or	impose	fines	or	penalties	in	the	event	of	violations,	including	criminal	penalties.	The	U.S.	Environmental Protection	Agency	(EPA)	and	various	other	federal,	state	and	local	authorities	administer	these	regulations.

We	strive	to	conduct	our	operations	in	compliance	with	applicable	laws,	regulations	and	permits.	However,	from	time	to	time	we	have	been	issued	citations	or	notices from	governmental	authorities	that	have	resulted	in	the	need	to	expend	funds	for	remedial	work	and	related	activities	at	various	landfills	and	other	facilities	or	in	the need	to	expend	funds	for	fines,	penalties	or	settlements.	We	cannot	assure	you	that	citations	and	notices	will	not	be	issued	in	the	future	despite	our	regulatory compliance	efforts.	We	have	established	final	capping,	closure,	post-closure	and	remediation	reserves	that	we	believe,	based	on	currently	available	information,	will	be adequate	to	cover	our	current	estimates	of	regulatory	costs.	However,	we	cannot	assure	you	that	actual	costs	will	not	exceed	our	reserves.

Federal	Regulation.		The	following	summarizes	the	primary	federal	environmental	and	occupational	health	and	safety-related	statutes	that	affect	our	facilities	and operations:

•The	Solid	Waste	Disposal	Act,	including	the	Resource	Conservation	and	Recovery	Act	(RCRA).	RCRA	establishes	a	framework	for	regulating	the	handling, transportation,	treatment,	storage	and	disposal	of	hazardous	and	non-hazardous	solid	waste,	and	requires	states	to	develop	programs	to	ensure	the	safe	disposal	of solid	waste	in	sanitary	landfills.

Subtitle	D	of	RCRA	establishes	a	framework	for	regulating	the	disposal	of	municipal	solid	waste.	Regulations	under	Subtitle	D	currently	include	minimum comprehensive	solid	waste	management	criteria	and	guidelines,	including	location	restrictions,	facility	design	and	operating	criteria,	final	capping,	closure	and post-closure	requirements,	financial	assurance	standards,	groundwater	monitoring	requirements	and	corrective	action	standards.	All	of	the	states	in	which	we operate	have	implemented	permit	programs	pursuant	to	RCRA	and	Subtitle	D.	These	state	permit	programs	may	include

landfill	requirements	that	are	more	stringent	than	those	of	Subtitle	D.	Our	failure	to	comply	with	any	of	these	environmental	requirements	at	any	of	our	locations may	lead	to	temporary	or	permanent	loss	of	an	operating	permit,	which	would	result	in	costs	in	connection	with	securing	new	permits	and	reduced	revenue	from lost	operational	time.

All	of	our	planned	landfill	expansions	and	new	landfill	development	projects	have	been	engineered	to	meet	or	exceed	Subtitle	D	requirements.	Operating	and design	criteria	for	existing	operations	have	been	modified	to	comply	with	these	regulations.	Compliance	with	Subtitle	D	regulations	has	resulted	in	increased	costs and	may	in	the	future	require	substantial	additional	expenditures	in	addition	to	other	costs	normally	associated	with	our	waste	management	activities.

•The	Comprehensive	Environmental	Response,	Compensation	and	Liability	Act	of	1980	(CERCLA).	CERCLA,	among	other	things,	provides	for	the	cleanup	of sites	from	which	there	is	a	release	or	threatened	release	of	a	hazardous	substance	into	the	environment.	CERCLA	may	impose	strict	joint	and	several	liability	for the	costs	of	cleanup	and	for	damages	to	natural	resources	upon	current	owners	and	operators	of	a	site,	parties	who	were	owners	or	operators	of	a	site	at	the	time the	hazardous	substances	were	disposed	of,	parties	who	transported	the	hazardous	substances	to	a	site,	and	parties	who	arranged	for	the	disposal	of	the	hazardous substances	at	a	site.	Under	the	authority	of	CERCLA	and	its	implementing	regulations,	detailed	requirements	apply	to	the	manner	and	degree	of	investigation	and remediation	of	facilities	and	sites	where	hazardous	substances	have	been	or	are	threatened	to	be	released	into	the	environment.	Liability	under	CERCLA	is	not dependent	on	the	existence	or	disposal	of	only	"hazardous	wastes,"	but	also	can	be	based	upon	the	existence	of	small	quantities	of	more	than	700	"substances" characterized	by	the	EPA	as	"hazardous,"	many	of	which	are	found	in	common	household	waste.	Among	other	things,	CERCLA	authorizes	the	federal government	to	investigate	and	remediate	sites	at	which	hazardous	substances	have	been	or	are	threatened	to	be	released	into	the	environment	or	to	order	persons potentially	liable	for	the	cleanup	of	the	hazardous	substances	to	do	so	themselves.	In	addition,	the	EPA	has	established	a	National	Priorities	List	of	sites	at	which hazardous	substances	have	been	or	are	threatened	to	be	released	and	which	require	investigation	or	cleanup.

CERCLA	liability	is	strict	liability.	It	can	be	founded	upon	the	release	or	threatened	release,	even	as	a	result	of	unintentional,	non-negligent	or	lawful	action,	of hazardous	substances,	including	very	small	quantities	of	such	substances.	Thus,	even	if	we	have	never	knowingly	transported	or	received	hazardous	substances,	it is	likely	that	hazardous	substances	have	been	deposited	or	"released"	at	landfills	or	other	facilities	that	we	presently	or	historically	have	owned	or	operated,	or	at properties	owned	by	third	parties	to	which	we	have	transported	waste.	Therefore,	we	could	be	liable	under	CERCLA	for	the	cost	of	cleaning	up	such	hazardous substances	at	such	sites	and	for	damages	to	natural	resources,	even	if	those	substances	were	deposited	at	our	facilities	before	we	acquired	or	operated	them.	The costs	of	a	CERCLA	cleanup	can	be	very	expensive	and	can	include	the	costs	of	disposing	of	hazardous	substances	at	appropriately-licensed	facilities.	Given	the difficulty	of	obtaining	insurance	for	environmental	impairment	liability,	any	such	liability	could	have	a	material	impact	on	our	business,	financial	condition, results	of	operations	and	cash	flows.

•The	Federal	Water	Pollution	Control	Act	of	1972	(the	Clean	Water	Act).	This	act	regulates	the	discharge	of	pollutants	from	a	variety	of	sources,	including	solid waste	disposal	sites,	into	streams,	rivers	and	other	waters	of	the	United	States.	Runoff	from	our	landfills	and	transfer	stations	that	is	discharged	into	surface waters	through	discrete	conveyances	must	be	covered	by	discharge	permits	that	generally	require	us	to	conduct	sampling	and	monitoring,	and,	under	certain circumstances,	to	reduce	the	quantity	of	pollutants	in	those	discharges.	Storm	water	discharge	regulations	under	the	Clean	Water	Act	require	a	permit	for	certain construction	activities	and	for	runoff	from	industrial	operations	and	facilities,	which	may	affect	our	operations.	If	a	landfill	or	transfer	station	discharges wastewater	through	a	sewage	system	to	a	publicly	owned	treatment	works,	the	facility	must	comply	with	discharge	limits	imposed	by	that	treatment	works.	In addition,	states	may	adopt	groundwater	protection	programs	under	the	Clean	Water	Act	or	the	Safe	Drinking	Water	Act	that	could	affect	the	manner	in	which	our landfills	monitor	and	control	their	waste	management	activities.	Furthermore,	if	development	at	any	of	our	facilities	alters	or	affects	wetlands,	we	may	be required	to	secure	permits	before	such	development	starts.	In	these	situations,	permitting	agencies	may	require	mitigation	of	wetland	impacts.

•The	Clean	Air	Act.	The	Clean	Air	Act	imposes	limitations	on	emissions	from	various	sources,	including	landfills.	In	March	1996,	the	EPA	promulgated regulations	that	require	large	municipal	solid	waste	landfills	to	install	landfill	gas	monitoring	systems.	These	regulations	apply	to	landfills	that	commenced construction,	reconstruction	or	modification	on	or	after	May	30,	1991,	and,	principally,	to	landfills	that	can	accommodate	2.5	million	cubic	meters	or	more	of municipal	solid	waste.	The	regulations	apply	whether	the	landfills	are	active	or	closed.	The	date	by	which	each	affected	landfill	must	have	a	gas	collection	and control	system	installed	and	made	operational	varies	depending	on	calculated	emission	rates	at	the	landfill.	Efforts	to	curtail	the	emission	of	greenhouse	gases	and to	ameliorate	the	effect	of	climate	change	may	require	our	landfills	to	deploy	more	stringent	emission	controls	and	monitoring	systems,	with	resulting	capital	or operating	costs.	Many	state	regulatory	agencies	also	currently	require	monitoring	systems	for	the	collection	and	control	of	certain	landfill	gas.	Certain	of	these state	agencies	are	also	implementing	greenhouse	gas	control	regulations	that

would	also	apply	to	landfill	gas	emissions.	See	Item	1A,	Risk	Factors	–	"Regulation	of	greenhouse	gas	emissions	could	impose	costs	on	our	operations,	the magnitude	of	which	we	cannot	yet	estimate,"	in	this	Form	10-K.

In	addition,	our	vehicle	fleet	also	may	become	subject	to	higher	efficiency	standards	or	other	carbon-emission	restrictions.	Over	the	past	two	years,	EPA	and	the National	Highway	Traffic	Safety	Administration	(NHTSA)	have	adopted	regulations	mandating	the	reduction	of	vehicle	tail	pipe	emissions	as	a	means	of reducing	greenhouse	gas	emissions.	The	regulations	take	the	form	of	fuel	economy	standards.	EPA	and	NHTSA	have	developed	fuel	economy	standards	in	two vehicle	categories:	(1)	conventional	automobiles	and	light-duty	trucks;	and	(2)	heavy-duty	tucks,	including	solid	waste	collection	vehicles	and	tractor	trailers.	We own	and	operate	vehicles	in	both	categories.	For	conventional	automobiles	and	light-duty	trucks,	in	May	2010	EPA	and	NHTSA	finalized	fuel	economy	standards for	model	years	2012	through	2016.	In	October	2011,	EPA	and	NHTSA	initiated	a	second	round	of	rulemaking	for	conventional	automobiles	and	pick-up	trucks in	model	years	2017	through	2025.	In	August	2011,	EPA	and	NHTSA	finalized	standards	for	heavy	duty	trucks,	including	solid	waste	collection	vehicles	and tractor	trailers,	for	model	years	2014	through	2018.	In	issuing	the	fuel	economy	standards	for	heavy-duty	trucks	and	tractor	trailers,	the	government	estimated	the standards	would	increase	the	cost	of	the	average	tractor-trailer	by	approximately	$6,200,	but	that	the	vehicle	would	save	fuel	costs	over	its	operating	life.

•The	Occupational	Safety	and	Health	Act	of	1970	(OSHA).	This	act	authorizes	the	Occupational	Safety	and	Health	Administration	of	the	U.S.	Department	of Labor	to	promulgate	occupational	safety	and	health	standards.	A	number	of	these	standards,	including	standards	for	notices	of	hazardous	chemicals	and	the handling	of	asbestos,	apply	to	our	facilities	and	operations.

State	and	Local	Regulation.		Each	state	in	which	we	operate	has	its	own	laws	and	regulations	governing	solid	waste	disposal,	water	and	air	pollution,	and,	in	most cases,	releases	and	cleanup	of	hazardous	substances	and	liabilities	for	such	matters.	States	also	have	adopted	regulations	governing	the	design,	operation,	maintenance and	closure	of	landfills	and	transfer	stations.	Some	counties,	municipalities	and	other	local	governments	have	adopted	similar	laws	and	regulations.	In	addition,	our operations	may	be	affected	by	the	trend	in	many	states	toward	requiring	solid	waste	reduction	and	recycling	programs.	For	example,	several	states	have	enacted	laws that	require	counties	or	municipalities	to	adopt	comprehensive	plans	to	reduce,	through	solid	waste	planning,	composting,	recycling	or	other	programs,	the	volume	of solid	waste	deposited	in	landfills.	Additionally,	laws	and	regulations	restricting	the	disposal	of	certain	waste	in	solid	waste	landfills,	including	yard	waste,	newspapers, beverage	containers,	unshredded	tires,	lead-acid	batteries,	electronic	wastes	and	household	appliances,	have	been	adopted	in	several	states	and	are	being	considered	in others.	Legislative	and	regulatory	measures	to	mandate	or	encourage	waste	reduction	at	the	source	and	waste	recycling	also	have	been	or	are	under	consideration	by	the U.S.	Congress	and	the	EPA.

To	construct,	operate	and	expand	a	landfill,	we	must	obtain	one	or	more	construction	or	operating	permits,	as	well	as	zoning	and	land	use	approvals.	These	permits	and approvals	may	be	burdensome	to	obtain	and	to	comply	with,	are	often	opposed	by	neighboring	landowners	and	citizens'	groups,	may	be	subject	to	periodic	renewal,	and are	subject	to	denial,	modification,	non-renewal	and	revocation	by	the	issuing	agency.	Significant	compliance	disclosure	obligations	often	accompany	these	processes.	In connection	with	our	acquisition	of	existing	landfills,	we	may	be	required	to	spend	considerable	time,	effort	and	money	to	bring	the	acquired	facilities	into	compliance with	applicable	requirements	and	to	obtain	the	permits	and	approvals	necessary	to	increase	their	capacity.

Other	Regulations.		Many	of	our	facilities	own	and	operate	underground	storage	tanks	that	are	generally	used	to	store	petroleum-based	products.	These	tanks	are subject	to	federal,	state	and	local	laws	and	regulations	that	mandate	their	periodic	testing,	upgrading,	closure	and	removal.	In	the	event	of	leaks	or	releases	from	these tanks,	these	regulations	require	that	polluted	groundwater	and	soils	be	remediated.	We	believe	that	all	of	our	underground	storage	tanks	meet	all	applicable	regulations. If	underground	storage	tanks	we	own	or	operate	leak,	we	could	be	liable	for	response	costs	and,	if	the	leakage	migrates	onto	the	property	of	others,	we	could	be	liable	for damages	to	third	parties.	We	are	unaware	of	facts	indicating	that	issues	of	compliance	with	regulations	related	to	underground	storage	tanks	will	have	a	material	adverse effect	on	our	consolidated	financial	condition,	results	of	operations	or	cash	flows.

With	regard	to	our	solid	waste	transportation	operations,	we	are	subject	to	the	jurisdiction	of	the	Surface	Transportation	Board	and	are	regulated	by	the	Federal	Highway Administration,	Office	of	Motor	Carriers,	and	by	regulatory	agencies	in	states	that	regulate	such	matters.	Various	state	and	local	government	authorities	have	adopted,	or are	considering	adopting,	laws	and	regulations	that	would	restrict	the	transportation	of	solid	waste	across	state,	county,	or	other	jurisdictional	lines.	In	1978,	the U.S.	Supreme	Court	ruled	that	a	law	that	restricts	the	importation	of	out-of-state	solid	waste	is	unconstitutional;	however,	states	have	attempted	to	distinguish	proposed laws	from	those	involved	in	and	implicated	by	that	ruling.	In	1994,	the	U.S.	Supreme	Court	ruled	that	a	flow	control	law,	which	attempted	to	restrict	solid	waste	from leaving	its	place	of	generation,	imposes	an	impermissible	burden	upon	interstate	commerce	and	is	unconstitutional.	In	2007,	however,	the	U.S.	Supreme	Court	upheld the	right	of	a	local	government	to	direct	the	flow	of	solid	waste	to	a	publicly-owned	and	publicly-operated	waste	facility.	A	number

of	county	and	other	local	jurisdictions	have	enacted	ordinances	or	other	regulations	restricting	the	free	movement	of	solid	waste	across	jurisdictional	boundaries.	Other governments	may	enact	similar	regulations	in	the	future.	These	regulations	may	cause	a	decline	in	volumes	of	waste	delivered	to	our	landfills	or	transfer	stations	and may	increase	our	costs	of	disposal,	thereby	adversely	affecting	our	operations	and	our	financial	results.

Liabilities	Established	for	Landfill	and	Environmental	Costs.		We	have	established	reserves	for	landfill	and	environmental	costs,	which	include	landfill	site	final capping,	closure	and	post-closure	costs.	We	periodically	reassess	such	costs	based	on	various	methods	and	assumptions	regarding	landfill	airspace	and	the	technical requirements	of	Subtitle	D	of	RCRA,	and	we	adjust	our	rates	used	to	expense	final	capping,	closure	and	post-closure	costs	accordingly.	Based	on	current	information and	regulatory	requirements,	we	believe	that	our	recorded	reserves	for	such	landfill	and	environmental	expenditures	are	adequate.	However,	environmental	laws	may change,	and	we	cannot	assure	you	that	our	recorded	reserves	will	be	adequate	to	cover	requirements	under	existing	or	new	environmental	laws	and	regulations,	future changes	or	interpretations	of	existing	laws	and	regulations,	or	adverse	environmental	conditions	previously	unknown	to	us.	Refer	to	the	Contractual	Obligations	table within	Item	7,	"Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations,"	contained	elsewhere	in	this	Form	10-K	for	further information.

# Liability	Insurance	and	Bonding

The	nature	of	our	business	exposes	us	to	the	risk	of	liabilities	arising	out	of	our	operations,	including	possible	damages	to	the	environment.	Such	potential	liabilities could	involve,	for	example,	claims	for	remediation	costs,	personal	injury,	property	damage	and	damage	to	the	environment	in	cases	where	we	may	be	held	responsible for	the	escape	of	harmful	materials;	claims	of	employees,	customers	or	third	parties	for	personal	injury	or	property	damage	occurring	in	the	course	of	our	operations;	or claims	alleging	negligence	or	other	wrongdoing	in	the	planning	or	performance	of	work.	We	also	could	be	subject	to	fines	and	civil	and	criminal	penalties	in	connection with	alleged	violations	of	regulatory	requirements.	Because	of	the	nature	and	scope	of	the	possible	environmental	damages,	liabilities	imposed	in	environmental litigation	can	be	significant.	Our	solid	waste	operations	have	third	party	environmental	liability	insurance	with	limits	in	excess	of	those	required	by	permit	regulations, subject	to	certain	limitations	and	exclusions.	However,	we	cannot	assure	you	that	such	environmental	liability	insurance	would	be	adequate,	in	scope	or	amount,	in	the event	of	a	major	loss,	nor	can	we	assure	you	that	we	would	continue	to	carry	excess	environmental	liability	insurance	should	market	conditions	in	the	insurance	industry make	such	coverage	costs	prohibitive.

We	maintain	commercial	general	and	auto	liability,	employment	practices	liability,	environmental	and	remediation	liability,	directors	and	officers'	liability,	workers' compensation	and	employer's	liability	coverage,	as	well	as	umbrella	liability	policies	to	provide	excess	coverage	over	the	underlying	limits	contained	in	these	primary policies.	We	also	carry	property	insurance.	Although	we	try	to	operate	safely	and	prudently	and	we	have,	subject	to	limitations	and	exclusions,	substantial	liability insurance,	we	cannot	assure	you	that	we	will	not	be	exposed	to	uninsured	liabilities	that	could	have	a	material	adverse	effect	on	our	consolidated	financial	condition, results	of	operations	and	cash	flows.

Our	insurance	programs	for	workers'	compensation,	commercial	general	and	auto	liability,	environmental	and	remediation	liability	and	employee-related	health	care benefits	are	either	self-insured	or	subject	to	large	deductible	insurance	policies.	Claims	in	excess	of	self-insurance	or	deductible	levels	are	insured	subject	to	the	excess policy	limits	and	exclusions.	Accruals	are	based	on	claims	filed	and	actuarial	estimates	of	claims	development	and	claims	incurred	but	not	reported.	Due	to	the	variable condition	of	the	insurance	market,	we	have	experienced,	and	may	experience	in	the	future,	increased	self-insurance	or	deductible	retention	levels	and	increased premiums.	As	we	assume	more	risk	for	self-insurance	through	higher	retention	levels,	we	may	experience	more	variability	in	our	self-insurance	reserves	and	expense.

In	the	normal	course	of	business,	we	purchase	performance	bonds,	insurance	policies,	letters	of	credit,	or	cash	and	marketable	securities	deposits	in	connection	with municipal	residential	collection	contracts,	financial	assurance	for	closure	and	post-closure	of	landfills,	environmental	remediation,	environmental	permits,	and	business licenses	and	permits	as	a	financial	guarantee	of	our	performance.	To	date,	we	have	satisfied	financial	responsibility	requirements	by	making	deposits	in	the	form	of	cash or	marketable	securities	or	by	obtaining	bank	letters	of	credit,	insurance	policies	or	surety	bonds.

# Employees

We	work	to	create	and	maintain	an	environment	that	attracts,	develops	and	retains	people	who	assure	our	success	with	customers,	differentiate	us	from	our	competitors and	allow	us	to	be	an	employer	of	choice	for	top	talent.	As	of	December	31,	2012,	we	employed	approximately	30,000	full-time	employees,	approximately	26%	of whom	were	covered	by	collective	bargaining	agreements.

Safety	remains	our	highest	priority	for	all	of	our	employees	and	the	communities	we	serve.	Our	long-standing	commitment	to	safety	is	unwavering.	We	will	continue	to improve	our	driver	safety	training	program	and	reward	our	people	for	operating	in	a	safe	and	conscientious	manner	in	all	our	lines	of	business.

# Availability	of	Reports	and	Other	Information

Our	corporate	website	is	www.republicservices.com.	We	make	available	on	that	website,	free	of	charge,	access	to	our	Annual	Reports	on	Form	10-K,	Quarterly	Reports on	Form	10-Q,	Current	Reports	on	Form	8-K,	Proxy	Statements	on	Schedule	14A,	and	amendments	to	those	materials	filed	or	furnished	with	the	Securities	and Exchange	Commission	(SEC)	pursuant	to	Section	13(a)	and	15(d)	of	the	Securities	Exchange	Act	of	1934.	We	make	such	materials	available	as	soon	as	reasonably practicable	after	we	electronically	submit	them	to	the	SEC.	Our	corporate	website	also	contains	our	Certificate	of	Incorporation,	Bylaws,	Corporate	Governance Guidelines,	Code	of	Ethics,	Political	Contributions	Policy,	and	Charters	of	the	Nominating	and	Corporate	Governance	Committee,	Audit	Committee	and	Management Development	and	Compensation	Committee	of	the	board	of	directors.	In	addition,	the	SEC	website	is	www.sec.gov.	The	SEC	makes	available	on	that	website,	free	of charge,	reports,	proxy	and	information	statements,	and	other	information	regarding	issuers,	such	as	us,	that	file	electronically	with	the	SEC.	Information	on	our	website or	the	SEC	website	is	not	part	of	this	Form	10-K.	We	intend	to	satisfy	the	disclosure	requirements	under	Item	5.05	of	Form	8-K	and	applicable	New	York	Stock Exchange	(NYSE)	rules	regarding	amendments	to	or	waivers	of	our	Code	of	Ethics	by	posting	this	information	on	our	website	at	www.republicservices.com.

# ITEM	1A. RISK	FACTORS

This	Form	10-K	contains	certain	forward-looking	information	about	us	that	is	intended	to	be	covered	by	the	safe	harbor	for	"forward-looking	statements"	provided	by the	Private	Securities	Litigation	Reform	Act	of	1995.	Forward-looking	statements	are	statements	that	are	not	historical	facts.	Words	such	as	"guidance,"	"expect," "will,"	"may,"	"anticipate,"	"plan,"	"estimate,"	"project,"	"intend,"	"should,"	"can,"	"likely,"	"could,"	"outlook"	and	similar	expressions	are	intended	to	identify forward-looking	statements.	These	statements	include	statements	about	our	plans,	strategies	and	prospects.	Forward-looking	statements	are	not	guarantees	of performance.	These	statements	are	based	upon	our	management's	current	beliefs	and	expectations	and	are	subject	to	risk	and	uncertainties,	including	the	risks	set	forth below	in	these	Risk	Factors,	which	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.	According,	you	should	not	place	undue	reliance	on	the	forward-looking	statements,	which	speak	only	as	of	the	date	of	this	Form	10-K.	Except	to	the extent	required	by	applicable	law	or	regulation,	we	undertake	no	obligation	to	update	or	publish	revised	forward-looking	statements	to	reflect	events	or	circumstances after	the	date	of	this	Form	10-K	or	to	reflect	the	occurrence	of	unanticipated	events.

# We	have	substantial	indebtedness,	which	may	limit	our	financial	flexibility.

As	of	December	31,	2012,	we	had	approximately	$7	billion	in	principal	value	of	debt	and	capital	leases	outstanding.	This	amount	of	indebtedness	and	our	debt	service requirements	may	limit	our	financial	flexibility	to	access	additional	capital	and	make	capital	expenditures	and	other	investments	in	our	business,	to	withstand	economic downturns	and	interest	rate	increases,	to	plan	for	or	react	to	changes	in	our	business	and	our	industry,	and	to	comply	with	the	financial	and	other	covenants	of	our	debt instruments.	Further,	our	ability	to	comply	with	these	financial	and	other	covenants	may	be	affected	by	changes	in	economic	or	business	conditions	or	other	events	that are	beyond	our	control.	If	we	do	not	comply	with	these	covenants,	we	may	be	required	to	take	actions	such	as	reducing	or	delaying	capital	expenditures,	reducing	or eliminating	dividends	or	stock	repurchases,	selling	assets,	restructuring	or	refinancing	all	or	part	of	our	existing	debt,	or	seeking	additional	equity	capital.

# General	economic	conditions	can	directly	and	adversely	affect	our	operating	results.

Our	business	is	directly	affected	by	changes	in	national	and	general	economic	factors	and	overall	economic	activity	that	are	outside	of	our	control,	including	consumer confidence	and	interest	rates.	A	weak	economy	generally	results	in	decreases	in	volumes	of	waste	generated,	which	adversely	affects	our	revenues.	In	addition,	we	have a	relatively	high	fixed-cost	structure,	which	is	difficult	to	adjust	quickly	to	match	declining	waste	volume	levels.	Consumer	uncertainty	and	the	loss	of	consumer confidence	may	decrease	overall	economic	activity	and	thereby	limit	the	amount	of	services	we	provide.	Additionally,	the	decline	in	waste	volumes	may	result	in increased	competitive	pricing	pressure	and	increased	customer	turnover,	resulting	in	lower	revenue	and	increased	operating	costs.	Recent	and	continuing	economic conditions	have	negatively	impacted	the	portion	of	our	collection	business	servicing	commercial	and	industrial	accounts	in	general	and	the	manufacturing	and construction	industries	in	particular.	We	cannot	assure	you	that	worsening	economic	conditions	would	not	have	a	significant	adverse	impact	on	our	consolidated financial	condition,	results	of	operations	or	cash	flows.	Further,	recovery	in	the	solid	waste	industry	historically	has	lagged	behind	recovery	in	the	general	economy. Accordingly,	we	cannot	assure	you	that	an	improvement	in	general	economic	conditions	will	result	in	an	immediate,	or	any,	improvement	in	our	consolidated	financial condition,	results	of	operations	or	cash	flows.

# The	weak	U.S.	economy	may	expose	us	to	credit	risk	for	amounts	due	from	governmental	agencies,	large	national	accounts,	industrial	customers	and	others.

The	weak	U.S.	economy	has	reduced	the	amount	of	taxes	collected	by	various	governmental	agencies.	We	provide	services	to	a	number	of	these	agencies,	including numerous	municipalities.	These	governmental	agencies	may	suffer	financial	difficulties	resulting	from	a	decrease	in	tax	revenue	and	may	ultimately	be	unable	or unwilling	to	pay	amounts	owed	to	us.	In	addition,	the	weak	economy	may	cause	other	customers,	including	our	large	national	accounts	or	industrial	clients,	to	suffer financial	difficulties	and	ultimately	to	be	unable	or	unwilling	to	pay	amounts	owed	to	us.	This	could	negatively	impact	our	consolidated	financial	condition,	results	of operations	and	cash	flows.

# The	waste	industry	is	highly	competitive	and	includes	competitors	that	may	have	greater	financial	and	operational	resources,	flexibility	to	reduce	prices	or	other competitive	advantages	that	could	make	it	difficult	for	us	to	compete	effectively.

We	principally	compete	with	large	national	waste	management	companies,	numerous	municipalities,	and	numerous	regional	and	local	companies.	Competition	for collection	accounts	is	primarily	based	on	price	and	the	quality	of	services.	Competition	for	disposal	business	is	primarily	based	on	price,	geographic	location	and	quality of	operations.	One	of	our	competitors	may	have	greater	financial	and	operational	resources	than	we	do.	Further,	many	counties	and	municipalities	that	operate	their	own waste	collection	and	disposal	facilities	have	the	benefits	of	tax	revenue	or	tax-exempt	financing.	Our	ability	to	obtain	solid	waste	volume	for	our	landfills	also	may	be limited	by	the	fact	that	some	major	collection	operations	also	own	or	operate	landfills	to	which	they	send	their	waste.	In	markets	in	which	we	do	not	own	or	operate	a landfill,	our	collection	operations	may	operate	at	a	disadvantage	to	fully	integrated	competitors.	As	a	result	of	these	factors,	from	time	to	time	we	may	have	difficulty competing	effectively	in	certain	markets.	If	we	were	to	lose	market	share	or	if	we	were	to	lower	prices	to	address	competitive	issues,	it	could	negatively	impact	our consolidated	financial	condition,	results	of	operations	and	cash	flows.

# Price	increases	may	not	be	adequate	to	offset	the	impact	of	increased	costs	and	may	cause	us	to	lose	volume.

We	seek	to	secure	price	increases	necessary	to	offset	higher	costs,	to	maintain	or	improve	operating	margins,	and	to	obtain	adequate	returns	on	our	substantial investments	in	assets	such	as	our	landfills.	From	time	to	time,	our	competitors	reduce	their	prices	in	an	effort	to	expand	their	market	share.	Contractual,	general economic	or	market-specific	conditions	also	may	limit	our	ability	to	raise	prices.	For	example,	many	of	our	contracts	have	price	adjustment	provisions	that	are	tied	to	an index	such	as	the	Consumer	Price	Index.	Particularly	in	a	weak	U.S.	economy	such	as	the	current	one,	our	costs	may	increase	in	excess	of	the	increase,	if	any,	in	the Consumer	Price	Index.	This	may	continue	to	be	the	case	even	when	the	U.S.	economy	recovers	because	a	recovery	in	the	solid	waste	industry	historically	has	lagged behind	a	recovery	in	the	general	economy.	As	a	result,	we	may	be	unable	to	offset	increases	in	costs,	improve	our	operating	margins	and	obtain	adequate	investment returns	through	price	increases.	Price	increases	also	might	cause	us	to	lose	volume	to	lower-cost	competitors.

# Increases	in	the	cost	of	fuel	or	petrochemicals	would	increase	our	operating	expenses,	and	we	cannot	assure	you	that	we	would	be	able	to	recover	such	cost increases	from	our	customers.

We	depend	on	fuel	purchased	in	the	open	market	to	operate	our	collection	and	transfer	trucks	and	other	equipment	used	for	collection,	transfer	and	disposal.	Fuel	prices are	unpredictable	and	fluctuate	significantly	based	on	events	beyond	our	control,	including	geopolitical	developments,	actions	by	the	Organization	of	the	Petroleum Exporting	Countries	and	other	oil	and	gas	producers,	supply	and	demand	for	oil	and	gas,	war,	terrorism	and	unrest	in	oil-producing	countries,	adverse	weather	and regional	production	patterns.	Due	to	contractual	or	market	factors,	we	may	not	be	able	to	offset	such	volatility	through	fuel	recovery	fees.	Our	fuel	costs	were	$530.1 million	in	2012,	or	6.5%	of	revenue,	compared	to	$516.5	million	in	2011,	or	6.3%	of	our	revenue.

To	manage	our	exposure	to	volatility	in	fuel	prices,	we	have	entered	into	multiple	swap	agreements	whereby	we	receive	or	make	payments	to	counter-parties	should	the price	of	fuel	vary	from	a	specified	amount.	During	2012,	approximately	8%	of	our	fuel	volume	purchases	were	hedged	with	swap	agreements.	Additionally,	we	are	able to	collect	fuel	recovery	fees	from	some	customers.	For	2012,	we	were	able	to	recover	approximately	67%	of	our	fuel	costs	with	fuel	recovery	fees.	At	current consumption	levels,	a	twenty-cent	per	gallon	change	in	the	price	of	diesel	fuel	changes	our	fuel	costs	by	approximately	$24	million	on	an	annual	basis.	Offsetting	these changes	in	fuel	expense	would	be	changes	in	our	fuel	recovery	fee	charged	to	our	customers.	At	current	participation	rates,	a	twenty-cent	change	in	the	price	of	diesel fuel	changes	our	fuel	recovery	fee	by	approximately	$19	million.	Accordingly,	a	substantial	rise	or	drop	in	fuel	costs	could	result	in	a	material	impact	to	our	revenue	and cost	of	operations.

Over	the	last	several	years,	regulations	have	been	adopted	mandating	changes	in	the	composition	of	fuels	for	motor	vehicles.	The	renewable	fuel	standards	that	EPA	sets annually	affect	the	type	of	fuel	our	motor	vehicle	fleet	uses.	Pursuant	to	the	Energy	Independence	and	Security	Act	of	2007,	EPA	establishes	annual	renewable	fuel volume	requirements	and	separate	volume

requirements	for	four	different	categories	of	renewable	fuels	(renewable	fuel,	advanced	biofuel,	cellulosic	biofuel,	and	biomass-based	diesel).	These	volume requirements	set	standards	for	the	proportion	of	refiners'	or	importers'	total	fuel	volume	that	must	be	renewable	and	must	take	into	account	the	fuels'	impact	on	reducing greenhouse	gas	emissions.	These	regulations	are	one	of	many	factors	that	may	affect	the	cost	of	the	fuel	we	use.

Our	operations	also	require	the	use	of	products	(such	as	liners	at	our	landfills)	whose	costs	may	vary	with	the	price	of	petrochemicals.	An	increase	in	the	price	of petrochemicals	could	increase	the	cost	of	those	products,	which	would	increase	our	operating	and	capital	costs.	Petrochemical	prices,	and	hence	our	operating	and capital	costs,	may	be	further	affected	by	regulatory	efforts	to	reduce	greenhouse	gases	from	the	industries	that	produce	such	petrochemicals.	We	are	also	susceptible	to increases	in	indirect	fuel	recovery	fees	from	our	vendors.

# Fluctuations	in	prices	for	recycled	commodities	that	we	sell	to	customers	may	adversely	affect	our	consolidated	financial	condition,	results	of	operations	and	cash flows.

We	purchase	or	collect	and	process	recyclable	materials	such	as	paper,	cardboard,	plastics,	aluminum	and	other	metals	for	sale	to	third	parties.	Our	results	of	operations may	be	affected	by	changing	prices	or	market	requirements	for	recyclable	materials.	The	resale	and	purchase	prices	of,	and	market	demand	for,	recyclable	materials	are volatile	due	to	changes	in	economic	conditions	and	numerous	other	factors	beyond	our	control.	These	fluctuations	may	affect	our	consolidated	financial	condition, results	of	operations	and	cash	flows.

To	manage	our	exposure	to	fluctuations	in	prices	for	recycled	commodities,	we	have	entered	into	multiple	hedging	arrangements	whereby	we	receive	or	make	payments to	counter-parties	should	the	price	of	recycled	commodities	vary	from	a	specified	amount	or	range.	During	2012,	approximately	41%	of	our	tonnage	sold	was	hedged with	such	arrangements.	At	current	volumes	and	mix	of	materials,	we	believe	a	ten	dollar	per	ton	change	in	the	price	of	recyclable	materials	will	change	annual	revenue and	operating	income	by	approximately	$29	million	and	$20	million,	respectively,	on	an	annual	basis.	Accordingly,	a	substantial	rise	or	drop	in	recycled	commodity prices	could	result	in	a	material	impact	to	our	revenue	and	cost	of	operations.

# Adverse	weather	conditions,	including	those	brought	about	by	climate	change,	may	limit	our	operations	and	increase	the	costs	of	collection	and	disposal.

Our	collection	and	landfill	operations	could	be	adversely	impacted	by	extended	periods	of	inclement	weather,	or	by	increased	severity	of	weather	and	climate	extremes resulting	from	climate	change,	some	of	which	we	may	already	be	experiencing.	Recent	studies	suggest	that	global	warming	is	occurring	faster	than	previously	projected, with	the	World	Bank	now	projecting	a	7.2°	Fahrenheit	temperature	increase	by	the	end	of	the	century.	In	addition	to	sea	level	rise,	this	temperature	increase	is	expected to	result	in	more	severe	droughts,	floods,	and	other	extreme	weather	events.	Any	of	this	could	increase	the	volume	of	waste	collected	under	our	existing	contracts (without	corresponding	compensation),	interfere	with	collection	and	landfill	operations,	delay	the	development	of	landfill	capacity	or	reduce	the	volume	of	waste generated	by	our	customers.	In	addition,	adverse	weather	conditions	may	result	in	the	temporary	suspension	of	our	operations,	which	can	significantly	affect	our operating	results	in	the	affected	regions	during	those	periods.

# We	may	be	unable	to	maintain	our	credit	ratings	or	execute	our	financial	strategy.

Our	ability	to	execute	our	financial	strategy	depends	in	part	on	our	ability	to	maintain	investment	grade	ratings	on	our	debt.	The	credit	rating	process	is	contingent	upon	a number	of	factors,	many	of	which	are	beyond	our	control.	We	cannot	assure	you	that	we	will	be	able	to	maintain	our	investment	grade	ratings	in	the	future.	If	we	were unable	to	do	so,	our	interest	expense	would	increase	and	our	ability	to	obtain	financing	on	favorable	terms	may	be	adversely	affected.

Our	financial	strategy	also	depends	on	our	ability	to	generate	sufficient	cash	flow	to	reinvest	in	our	existing	business,	fund	internal	growth,	acquire	other	solid	waste businesses,	pay	dividends,	repurchase	stock,	and	take	other	actions	to	enhance	stockholder	value.	We	cannot	assure	you	that	we	will	succeed	in	executing	our	broad- based	pricing	initiatives,	that	we	will	generate	sufficient	cash	flow	to	execute	our	financial	strategy,	that	we	will	be	able	to	pay	cash	dividends	at	our	present	rate,	or increase	them,	or	that	we	will	be	able	to	continue	our	share	repurchase	program.

# The	solid	waste	industry	is	a	capital-intensive	industry	and	our	capital	expenditures	may	exceed	current	expectations,	which	could	require	us	to	obtain	additional funding	for	our	operations	or	impair	our	ability	to	grow	our	business.

Our	ability	to	remain	competitive	and	to	grow	our	business	largely	depends	on	our	cash	flow	from	operations	and	access	to	capital.	If	our	capital	efficiency	programs cannot	offset	the	impact	of	inflation	and	business	growth,	it	may	be	necessary	to	increase	the	amount	we	spend.	Additionally,	if	we	make	acquisitions	or	further	expand our	operations,	the	amount	we	spend	on	capital,	capping,	closure,	post-closure,	environmental	remediation	and	other	items	will	increase.	Our	cash	needs	also	will

increase	if	the	expenditures	for	capping,	closure,	post-closure	and	remediation	activities	increase	above	our	current	estimates,	which	may	occur	over	a	long	period	due	to changes	in	federal,	state	or	local	government	requirements	and	other	factors	beyond	our	control.	Increases	in	expenditures	would	negatively	impact	our	cash	flows.

# We	may	be	unable	to	obtain	or	maintain	required	permits	or	to	expand	existing	permitted	capacity	of	our	landfills,	which	could	decrease	our	revenue	and	increase our	costs.

We	cannot	assure	you	that	we	will	be	able	to	obtain	or	maintain	the	permits	we	require	to	operate	because	permits	to	operate	new	landfills	and	transfer	stations	and	to expand	the	permitted	capacity	of	existing	landfills	have	become	more	difficult	and	expensive	to	obtain	and	maintain.	Permits	often	take	years	to	obtain	as	a	result	of numerous	hearings	and	compliance	requirements	with	regard	to	zoning,	environmental	and	other	regulations.	These	permits	are	also	often	subject	to	resistance	from citizen	or	other	groups	and	other	political	pressures.	Local	communities	and	citizen	groups,	adjacent	landowners	or	governmental	agencies	may	oppose	the	issuance	of	a permit	or	approval	we	may	need,	allege	violations	of	the	permits	under	which	we	currently	operate	or	laws	or	regulations	to	which	we	are	subject,	or	seek	to	impose liability	on	us	for	environmental	damage.	Responding	to	these	challenges	has	at	times	increased	our	costs	and	extended	the	time	associated	with	establishing	new landfills	and	transfer	stations	and	expanding	existing	landfills.	In	addition,	failure	to	receive	regulatory	and	zoning	approval	may	prohibit	us	from	establishing	new landfills	or	transfer	stations	or	expanding	existing	landfills.	Our	failure	to	obtain	the	required	permits	to	operate	our	landfills	and	transfer	stations	could	have	a	material adverse	impact	on	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.	In	addition,	we	may	have	to	dispose	collected	waste	at	landfills	operated	by our	competitors	or	haul	the	waste	long	distances	at	a	higher	cost	to	one	of	our	other	landfills,	either	of	which	could	significantly	increase	our	waste	disposal	costs.

# If	we	do	not	appropriately	estimate	landfill	capping,	closure	and	post-closure	costs,	our	financial	condition	and	results	of	operations	may	be	adversely	affected.

A	landfill	must	be	closed	and	capped,	and	post-closure	maintenance	commenced,	once	the	landfill's	permitted	capacity	is	reached	and	additional	capacity	is	not authorized.	We	have	significant	financial	obligations	relating	to	capping,	closure	and	post-closure	costs	at	our	existing	owned	or	operated	landfills,	and	will	have material	financial	obligations	with	respect	to	any	future	owned	or	operated	landfills.	We	establish	accruals	for	the	estimated	costs	associated	with	capping,	closure	and post-closure	financial	obligations.	We	could	underestimate	such	costs,	and	our	financial	obligations	for	capping,	closure	or	post-closure	costs	could	exceed	the	amounts accrued	or	amounts	otherwise	receivable	pursuant	to	trust	funds	established	for	this	purpose.	Additionally,	if	a	landfill	must	be	closed	earlier	than	expected	or	its remaining	airspace	is	reduced	for	any	other	reason,	the	accruals	for	capping,	closure	and	post-closure	could	be	required	to	be	accelerated.	If	our	capping,	closure	or	post- closure	costs	exceed	the	amounts	accrued,	or	if	such	accruals	are	required	to	be	accelerated,	this	could	have	a	material	adverse	impact	on	our	consolidated	financial condition,	results	of	operations	and	cash	flows.

# Alternatives	to	landfill	disposal	could	reduce	our	disposal	volumes	and	cause	our	revenues	and	operating	results	to	decline.

Most	of	the	states	in	which	we	operate	landfills	require	counties	and	municipalities	to	formulate	comprehensive	plans	to	reduce	the	volume	of	solid	waste	deposited	in landfills	through	waste	planning,	composting,	recycling	or	other	programs.	Some	state	and	local	governments	mandate	waste	reduction	at	the	source	and	prohibit	the disposal	of	certain	types	of	wastes,	such	as	yard	waste,	at	landfills.	Further,	many	of	our	customers	voluntarily	are	diverting	waste	to	alternatives	to	landfill	disposal, such	as	recycling	and	composting,	while	also	working	to	reduce	the	amount	of	waste	they	generate.	Many	of	the	largest	companies	in	the	U.S.	are	setting	zero-waste goals	in	which	they	strive	to	send	no	waste	to	landfills.	Although	such	actions	help	to	protect	our	environment,	they	have	reduced	and	will	in	the	future	reduce	the volume	of	waste	going	to	landfills	and	may	affect	the	prices	that	we	can	charge	for	landfill	disposal.	Accordingly,	we	cannot	assure	you	that	we	will	be	able	to	operate our	landfills	at	their	current	volumes	or	charge	current	prices	for	landfill	disposal	services	due	to	the	decrease	in	demand	for	such	services.	If	we	cannot	expand	our service	offerings	and	grow	lines	of	business	to	service	waste	streams	that	do	not	go	to	landfills	and	to	provide	services	for	customers	that	wish	to	reduce	waste	entirely, this	could	have	a	negative	impact	on	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.	Further,	even	if	we	can	develop	such	service	offerings and	lines	of	business,	disposal	alternatives	nonetheless	could	have	a	negative	impact	on	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.

# The	possibility	of	landfill	and	transfer	station	site	development	projects,	or	expansion	projects	not	being	completed	or	certain	other	events	could	result	in	material charges	to	income.

In	accordance	with	U.S.	GAAP,	we	capitalize	certain	expenditures	relating	to	development,	expansion	and	other	projects.	If	a	facility	or	operation	is	permanently	shut down	or	determined	to	be	impaired,	or	a	development,	expansion	or	other	project	is	not	completed	or	is	determined	to	be	impaired,	we	will	charge	against	earnings	any unamortized	capitalized	expenditures	relating	to	such	facility	or	project	that	we	are	unable	to	recover	through	sale,	transfer	or	otherwise.	We	also	carry	a	significant amount	of	goodwill	on	our	consolidate	balance	sheets,	which	we	must	assess	for	impairment	annually,	and	more	frequently	in

the	case	of	certain	triggering	events.	We	may	incur	charges	against	earnings	in	accordance	with	this	policy,	or	other	events	may	cause	impairments.	Such	charges	could have	a	material	adverse	impact	on	our	results	of	operations.

# We	are	subject	to	costly	environmental	regulations	and	flow-control	regulations	that	may	affect	our	operating	margins,	restrict	our	operations	and	subject	us	to additional	liability.

Complying	with	laws	and	regulations	governing	the	collection,	treatment,	storage,	transfer	and	disposal	of	solid	and	hazardous	wastes	and	materials,	air	quality	and emissions	of	greenhouse	gases,	water	quality	and	the	remediation	of	contamination	associated	with	the	release	of	hazardous	substances	is	costly.	Laws	and	regulations often	require	us	to	enhance	or	replace	our	equipment	and	to	modify	landfill	operations	or	initiate	final	closure	of	a	landfill.	We	cannot	assure	you	that	we	will	be	able	to implement	price	increases	sufficient	to	offset	the	costs	of	complying	with	these	laws	and	regulations.	In	addition,	environmental	regulatory	changes	could	accelerate	or increase	expenditures	for	capping,	closure	and	post-closure,	and	environmental	and	remediation	activities	at	solid	waste	facilities	and	obligate	us	to	spend	sums	in addition	to	those	presently	accrued	for	such	purposes.

Our	collection,	transfer,	and	landfill	operations	are	and	will	continue	to	be	affected	by	state	or	local	laws	or	regulations	that	restrict	the	transportation	of	solid	waste across	state,	county	or	other	jurisdictional	lines	or	that	direct	the	flow	of	waste	to	a	specified	facility	or	facilities.	Such	laws	and	regulations	could	negatively	affect	our operations,	resulting	in	declines	in	landfill	volumes	and	increased	costs	of	alternate	disposal.

In	addition	to	the	costs	of	complying	with	environmental	regulations,	we	incur	costs	to	defend	against	litigation	brought	by	government	agencies	and	private	parties	who allege	we	are	in	violation	of	our	permits	and	applicable	environmental	laws	and	regulations,	or	who	assert	claims	alleging	nuisance,	environmental	damage,	personal injury	or	property	damage.	As	a	result,	we	may	be	required	to	pay	fines	or	implement	corrective	measures,	or	we	may	have	our	permits	and	licenses	modified	or revoked.	A	significant	judgment	against	us,	the	loss	of	a	significant	permit	or	license,	or	the	imposition	of	a	significant	fine	could	have	a	material	adverse	impact	on	our consolidated	financial	condition,	results	of	operations	and	cash	flows.	We	establish	accruals	for	our	estimates	of	the	costs	associated	with	our	environmental	obligations. We	could	underestimate	such	accruals	and	remediation	costs	could	exceed	amounts	accrued.	Such	shortfalls	could	result	in	significant	unanticipated	charges	to	income.

# Regulation	of	greenhouse	gas	emissions	could	impose	costs	on	our	operations,	the	magnitude	of	which	we	cannot	yet	estimate.

Efforts	to	curtail	the	emission	of	greenhouse	gases	and	to	ameliorate	the	effects	of	climate	change	continue	to	progress.	Our	landfill	operations	emit	methane,	identified as	a	greenhouse	gas,	and	our	vehicle	fleet	emits,	among	other	things,	carbon	dioxide,	which	also	is	a	greenhouse	gas.	Conventional	wisdom	still	suggests	that	passage	of comprehensive,	federal	climate	change	legislation	is	highly	unlikely.	Nonetheless,	should	comprehensive	federal	climate	change	legislation	be	enacted,	we	expect	it	to impose	costs	on	our	operations,	the	materiality	of	which	we	cannot	predict.

Absent	comprehensive	federal	legislation	to	control	greenhouse	gas	emissions,	EPA	is	moving	ahead	administratively	under	its	existing	Clean	Air	Act	authority.	EPA	is compelled	to	issue	rules	by	the	U.S.	Supreme	Court's	April	2007	Massachusetts	v.	EPA	ruling	that	greenhouse	gases	are	"pollutants"	for	purposes	of	the	Clean	Air	Act and	EPA's	December	2009	finding	that	continued	emissions	of	greenhouse	gases	endanger	human	health	and	welfare.	With	respect	to	our	light-	and	heavy-duty	vehicle fleet,	EPA	has	since	finalized	regulations	limiting	greenhouse	gas	emissions	and	increasing	fuel	economy	standards.	EPA	and	NHTSA	have	finalized	such	regulations applicable	to	heavy-duty	vehicles	through	model-year	2018	and	to	light-duty	vehicles	through	model-year	2025.	We	cannot	assure	you	that	federal	efforts	to	curtail greenhouse	gas	emissions	and	to	increase	the	fuel	efficiency	of	light-duty	and	heavy	duty	vehicles	will	not	have	a	material	effect	on	our	operations	or	on	our consolidated	financial	condition,	results	of	operations,	or	cash	flows.

As	it	relates	to	stationary	sources	of	greenhouse	gases,	in	May	2010	EPA	finalized	the	Prevention	of	Significant	Deterioration	and	Title	V	Greenhouse	Gas	Tailoring Rule	(Tailoring	Rule).	The	Tailoring	Rule	sets	levels	of	greenhouse	gas	emissions	at	new	or	modified	stationary	emission	sources	that	trigger	permit	and	control obligations.	Recent	efforts	to	challenge	the	Tailoring	Rule	before	the	U.S.	Court	of	the	Appeals	for	the	District	of	Columbia	have	failed.	Nonetheless,	in	July	2011	EPA issued	a	rule	deferring	the	application	of	the	Tailoring	Rule	to	biogenic	carbon	emissions	from	solid	waste	landfills	for	three	years,	which	largely	exempts	landfills	from the	Tailoring	Rule	during	this	period.	We	cannot	assure	you,	however,	that	the	eventual	application	of	the	Tailoring	Rule	to	our	landfills	will	not	have	a	material	effect on	our	landfill	operations	or	on	our	consolidated	financial	condition,	results	of	operations,	or	cash	flows.

# We	may	have	environmental	liabilities	that	are	not	covered	by	our	insurance.	Changes	in	insurance	markets	also	may	impact	our	financial	results.

We	may	incur	liabilities	for	the	deterioration	of	the	environment	as	a	result	of	our	operations.	We	maintain	high	deductibles	for	our	environmental	liability	insurance coverage.	If	we	were	to	incur	substantial	liability	for	environmental	damage,	our	insurance	coverage	may	be	inadequate	to	cover	such	liability.	This	could	have	a material	adverse	impact	on	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.

Also,	due	to	the	variable	condition	of	the	insurance	market,	we	may	experience	future	increases	in	self-insurance	levels	as	a	result	of	increased	retention	levels	and increased	premiums.	As	we	assume	more	risk	for	self-insurance	through	higher	retention	levels,	we	may	experience	more	variability	in	our	self-insurance	reserves	and expense.

# Despite	our	efforts,	we	may	incur	additional	hazardous	substances	liability	in	excess	of	amounts	presently	known	and	accrued.

We	are	a	potentially	responsible	party	at	many	sites	under	CERCLA,	which	provides	for	the	remediation	of	contaminated	facilities	and	imposes	strict,	joint	and	several liability	for	the	cost	of	remediation	on	current	owners	and	operators	of	a	facility	at	which	there	has	been	a	release	or	a	threatened	release	of	a	"hazardous	substance." CERCLA	liability	also	extends	to	parties	who	were	site	owners	and	operators	at	the	time	hazardous	substances	were	disposed,	and	on	persons	who	arrange	for	the disposal	of	such	substances	at	the	facility	(i.e.,	generators	of	the	waste	and	transporters	who	selected	the	disposal	site).	Hundreds	of	substances	are	defined	as "hazardous"	under	CERCLA	and	their	presence,	even	in	minute	amounts,	can	result	in	substantial	liability.	Notwithstanding	our	efforts	to	comply	with	applicable regulations	and	to	avoid	transporting	and	receiving	hazardous	substances,	we	may	have	additional	liability	under	CERCLA,	or	similar	state	laws	or	RCRA,	in	excess	of our	current	reserves	because	such	substances	may	be	present	in	waste	collected	by	us	or	disposed	of	in	our	landfills,	or	in	waste	collected,	transported	or	disposed	of	in the	past	by	companies	we	have	acquired.	Actual	costs	for	these	liabilities	could	be	significantly	greater	than	amounts	presently	accrued	for	these	purposes,	which	could have	a	material	adverse	impact	on	our	consolidated	financial	position,	results	of	operations,	and	cash	flows.

# Currently	pending	or	future	litigation	or	governmental	proceedings	could	result	in	material	adverse	consequences,	including	judgments	or	settlements.

We	are	and	will	continue	to	be	involved	in	lawsuits,	regulatory	inquiries,	and	governmental	and	other	legal	proceedings	arising	out	of	the	ordinary	course	of	our business.	Many	of	these	matters	raise	complicated	factual	and	legal	issues	and	are	subject	to	uncertainties.	The	timing	of	the	final	resolutions	to	lawsuits,	regulatory inquiries,	and	governmental	and	other	legal	proceedings	is	uncertain.	Further,	the	possible	outcomes	or	resolutions	to	these	matters	could	include	adverse	judgments	or settlements,	either	of	which	could	require	substantial	payments	and	adversely	affect	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.

# We	may	be	unable	to	manage	our	growth	effectively.

Our	growth	strategy	places	significant	demands	on	our	financial,	operational	and	management	resources.	To	continue	our	growth,	we	may	need	to	add	administrative and	other	personnel,	and	may	need	to	make	additional	investments	in	operations	and	systems.	We	cannot	assure	you	that	we	will	be	able	to	find	and	train	qualified personnel,	or	do	so	on	a	timely	basis,	or	to	expand	our	operations	and	systems	to	the	extent,	and	in	the	time,	required.

# We	may	be	unable	to	execute	our	acquisition	growth	strategy.

Our	ability	to	execute	our	growth	strategy	depends	in	part	on	our	ability	to	identify	and	acquire	desirable	acquisition	candidates	and	on	our	ability	to	successfully integrate	acquired	operations	into	our	business.	The	integration	of	our	operations	with	those	of	acquired	companies	may	present	significant	challenges	to	our management.	In	addition,	competition	for	acquisition	candidates	may	prevent	us	from	acquiring	certain	acquisition	candidates.	Thus,	we	cannot	assure	you	that:

•desirable	acquisition	candidates	exist	or	will	be identified,

•we	will	be	able	to	acquire	any	of	the	candidates identified,

•we	will	effectively	integrate	companies	we acquire,	or

•any	acquisitions	will	be	profitable	or	accretive	to	our earnings.

If	any	of	these	factors	force	us	to	alter	our	growth	strategy,	our	growth	prospects	could	be	adversely	affected.

# Businesses	we	acquire	may	have	undisclosed	liabilities.

Our	due	diligence	investigations	of	acquisition	candidates	may	fail	to	discover	certain	undisclosed	liabilities.	If	we	acquire	a	company	having	undisclosed	liabilities	such as	environmental,	remediation	or	contractual	liabilities,	as	a	successor	owner	we	may	be	responsible	for	such	undisclosed	liabilities.	We	try	to	minimize	our	exposure	to such	liabilities	when	we	can	by	conducting	due	diligence,	by	obtaining	indemnification	from	each	seller	of	the	acquired	companies,	by	deferring	payment	of	a	portion	of the	purchase	price	as	security	for	the	indemnification	and	by	acquiring	only	specified	assets.	However,	we	cannot	assure	you	that	we	will	be	able	to	obtain indemnification	or	that	any	indemnification	obtained	will	be	enforceable,	collectible	or	sufficient	in	amount,	scope	or	duration	to	fully	offset	any	undisclosed	liabilities arising	from	our	acquisitions.

# Our	consolidated	financial	statements	are	based	on	estimates	and	assumptions	that	will	differ	from	actual	results.

Our	consolidated	financial	statements	have	been	prepared	in	accordance	with	U.S.	GAAP	and	necessarily	include	amounts	based	on	management's	estimates.	Actual results	will	differ	from	these	amounts.	Significant	items	requiring	management	to	make	subjective	or	complex	judgments	about	matters	that	are	inherently	uncertain include	the	recoverability	of	long-lived	assets,	the	depletion	and	amortization	of	landfill	development	costs,	accruals	for	final	capping,	closure	and	post-closure	costs, valuation	allowances	for	accounts	receivable	and	deferred	tax	assets,	liabilities	for	potential	litigation,	claims	and	assessments,	and	liabilities	for	environmental remediation,	employee	benefit	and	pension	plans,	deferred	taxes,	uncertain	tax	positions	and	self-insurance.	We	cannot	assure	you	that	the	liabilities	recorded	for	items such	as	these	will	be	adequate	to	cover	the	costs	we	ultimately	will	face.

# The	introduction	of	new	accounting	rules,	laws	or	regulations	could	adversely	impact	our	results	of	operations.

Complying	with	new	accounting	rules,	laws	or	regulations	could	adversely	impact	our	results	of	operations	or	cause	unanticipated	fluctuations	in	our	results	of operations	in	future	periods.

# We	may	be	subject	to	workforce	influences,	including	work	stoppages,	which	could	increase	our	operating	costs	and	disrupt	our	operations.

As	of	December	31,	2012,	approximately	26%	of	our	workforce	was	represented	by	various	local	labor	unions.	If	our	unionized	workers	were	to	engage	in	strikes,	work stoppages	or	other	slowdowns,	we	could	experience	a	significant	disruption	of	our	operations	and	an	increase	in	our	operating	costs,	which	could	have	an	adverse	impact on	our	consolidated	financial	condition,	results	of	operations	and	cash	flows.	Additional	groups	of	employees	may	seek	union	representation	in	the	future	and,	if successful,	the	negotiation	of	collective	bargaining	agreements	could	divert	management	attention	and	result	in	increased	operating	costs.	If	a	greater	percentage	of	our workforce	becomes	unionized,	our	consolidated	financial	condition,	results	of	operations	and	cash	flows	could	be	adversely	impacted	due	to	the	potential	for	increased operating	costs.

# Our	obligation	to	fund	multi-employer	pension	plans	to	which	we	contribute,	or	our	withdrawal	from	such	plans,	may	have	an	adverse	impact	on	us.

We	contribute	to	27	multi-employer	pension	plans	under	collective	bargaining	agreements	(CBAs)	covering	union-represented	employees.	Approximately	20%	of	our total	current	employees	participate	in	such	multi-employer	plans.	We	do	not	administer	these	plans	and	generally	are	not	represented	on	the	boards	of	trustees	of	these plans.	The	Pension	Protection	Act	enacted	in	2006	(the	PPA)	requires	under-funded	pension	plans	to	improve	their	funding	ratios.	Based	on	the	information	available	to us,	we	believe	that	some	of	the	multi-employer	plans	to	which	we	contribute	are	either	"critical"	or	"endangered"	as	those	terms	are	defined	in	the	PPA.	Except	as discussed	in	the	following	four	paragraphs	and	Note	11	to	our	consolidated	financial	statements,	Employee	Benefit	Plans,	we	cannot	determine	at	this	time	the	amount	of additional	funding,	if	any,	we	may	be	required	to	make	to	these	plans	and,	therefore,	have	not	recorded	any	related	liabilities.	However,	plan	assessments	could	have	an adverse	impact	on	our	results	of	operations	or	cash	flows	for	a	given	period.

Further,	under	current	law,	upon	the	termination	of	a	multi-employer	pension	plan,	or	in	the	event	of	a	withdrawal	by	us	(which	we	consider	from	time	to	time)	or	a	mass withdrawal	of	contributing	employers	(each,	a	Withdrawal	Event),	we	would	be	required	to	make	payments	to	the	plan	for	our	proportionate	share	of	the	plan's	unfunded vested	liabilities.	We	cannot	assure	you	that	there	will	not	be	a	Withdrawal	Event	with	respect	to	any	of	the	multi-employer	pension	plans	to	which	we	contribute	or	that, in	the	event	of	such	a	Withdrawal	Event,	the	amounts	we	would	be	required	to	contribute	would	not	have	a	material	adverse	impact	on	our	consolidated	financial condition,	results	of	operations	and	cash	flows.

We	have	CBAs	with	local	bargaining	units	of	the	Teamsters	under	which	we	have	obligations	to	contribute	to	the	Central	States,	Southeast	and	Southwest	Areas	Pension Fund	(the	Fund).	All	of	these	CBAs	have	been,	are	or	will	be	under	negotiation	in	the	remainder	of	2013.	As	part	of	our	negotiations,	we	have	proposed	or	intend	to propose	to	withdraw	from	the	Fund.	Withdrawal	is	only	one	of	the	issues	in	these	negotiations,	and	we	do	not	know	what	the	ultimate	outcome	of	the	negotiations	in	any locale	will	be.	With	respect	to	each	CBA,	if	we	do	withdraw,	this	will	constitute	a	Withdrawal	Event	and	will	require	us	to	make	payments	to	the	Fund	for	a proportionate	share	of	its	unfunded	vested	liabilities.

During	2012,	we	had	Withdrawal	Events	with	respect	to	two	of	our	facilities.	Based	on	information	provided	to	us	by	the	Fund,	our	actuarial	calculations	and	a	number of	other	variable	factors	including	our	estimated	number	of	2013	contribution	based	units,	we	have	estimated	our	liability	to	the	Fund	associated	with	these	two Withdrawal	Events	will	be	approximately	$31	million,	which	was	charged	to	earnings	during	the	three	months	ended	September	30,	2012.

If	we	do	have	an	additional	Withdrawal	Event	or	Events	with	respect	to	one	or	more	of	the	remaining	bargaining	units,	the	amount	ultimately	payable	would	depend upon	a	number	of	variable	factors	involving	valuations	and	actuarial	calculations.	We	do	not	presently	know	what	the	result	of	those	calculations	and	valuations	would be.	However,	we	believe	our	additional	liability	upon	a	complete	withdrawal	from	the	Fund	would	be	between	$113	million	and	$146	million	if	it	were	to	occur	in	2013, based	on	current	estimates.	In	the	future,	a	loss	may	become	probable,	at	which	time	or	times	we	will	incur	an	expense	that	will	reduce	earnings.	Any	such	expense	may be	material	to	our	results	of	operations	in	the	period	or	periods	incurred.

For	additional	discussion	and	detail	regarding	multi-employer	pension	plans	see,	Note	11,	Employee	Benefit	Plans,	to	our	consolidated	financial	statements	in	Item	8	of this	Form	10-K.

# The	costs	of	providing	for	pension	benefits	and	related	funding	requirements	are	subject	to	changes	in	pension	fund	values	and	fluctuating	actuarial	assumptions, and	may	have	a	material	adverse	impact	on	our	results	of	operations	and	cash	flows.

We	sponsor	a	defined	benefit	pension	plan	that	is	funded	with	trustee	assets	invested	in	a	diversified	portfolio	of	debt	and	equity	securities.	Our	costs	for	providing	such benefits	and	related	funding	requirements	are	subject	to	changes	in	the	market	value	of	plan	assets.	Our	pension	expenses	and	related	funding	requirements	are	also subject	to	various	actuarial	calculations	and	assumptions,	which	may	differ	materially	from	actual	results	due	to	changing	market	and	economic	conditions,	interest	rates and	other	factors.	A	significant	increase	in	our	pension	obligations	and	funding	requirements	could	have	a	material	adverse	impact	on	our	consolidated	financial condition,	results	of	operations	and	cash	flows.

# The	loss	of	key	personnel	could	have	a	material	adverse	effect	on	our	consolidated	financial	condition,	results	of	operations,	cash	flows	and	growth	prospects.

Our	future	success	depends	on	the	continued	contributions	of	several	key	employees	and	officers.	The	loss	of	the	services	of	key	employees	and	officers,	whether	such loss	is	through	resignation	or	other	causes,	or	the	inability	to	attract	additional	qualified	personnel,	could	have	a	material	adverse	effect	on	our	financial	condition, results	of	operations,	cash	flows	and	growth	prospects.

# ITEM	1B. UNRESOLVED	STAFF	COMMENTS

# None.

# ITEM	2. PROPERTIES

Our	corporate	office	is	located	at	18500	North	Allied	Way,	Phoenix,	Arizona	85054,	where	we	currently	lease	approximately	145,000	square	feet	of	office	space.	We also	maintain	regional	administrative	offices	in	all	of	our	regions.

Our	principal	property	and	equipment	consists	of	land,	landfills,	buildings,	vehicles	and	equipment.	We	own	or	lease	real	property	in	the	states	in	which	we	conduct operations.	At	December	31,	2012,	we	owned	or	operated	332	collection	operations,	195	transfer	stations,	191	active	solid	waste	landfills	and	71	recycling	centers	in 38	states	and	Puerto	Rico.	In	aggregate,	our	active	solid	waste	landfills	total	approximately	102,000	acres,	including	approximately	37,000	permitted	acres.	We	also	own or	have	responsibilities	for	128	closed	landfills.	We	believe	that	our	property	and	equipment	are	adequate	for	our	current	needs.

# ITEM	3. LEGAL	PROCEEDINGS

We	are	subject	to	extensive	and	evolving	laws	and	regulations	and	have	implemented	safeguards	to	respond	to	regulatory	requirements.	In	the	normal	course	of	our business,	we	become	involved	in	legal	proceedings.	Some	of	these	actions	may	result	in	fines,	penalties	or	judgments	against	us,	which	may	impact	earnings	and	cash flows	for	a	particular	period.	Although	we	cannot	predict	the	ultimate	outcome	of	any	legal	matter	with	certainty,	except	as	described	below,	we	do	not	believe	the outcome	of	our	pending	legal	proceedings	will	have	a	material	adverse	impact	on	our	consolidated	financial	position,	results	of	operations	or	cash	flows.

As	used	herein,	the	term	legal	proceedings	refers	to	litigation	and	similar	claims	against	us	and	our	subsidiaries,	excluding:	(1)	ordinary	course	accidents,	general commercial	liability	and	workers	compensation	claims,	which	are	covered	by	insurance	programs,	subject	to	customary	deductibles,	and	which,	together	with	self- insured	employee	health	care	costs,	are	discussed	in	Note	7	to	our	consolidated	financial	statements,	Other	Liabilities;	(2)	environmental	remediation	liabilities,	which are	discussed	in	Note	8	to	our	consolidated	financial	statements,	Landfill	and	Environmental	Costs;	and	(3)	tax-related	matters,	which	are

discussed	in	Note	10	to	our	consolidated	financial	statements,	Income	Taxes.	Please	see	our	consolidated	financial	statements	included	in	this	Form	10-K	under	Item	8 for	information	about	these	matters.

We	accrue	for	legal	proceedings	when	losses	become	probable	and	reasonably	estimable.	We	have	recorded	an	aggregate	accrual	of	approximately	$66	million	relating to	our	outstanding	legal	proceedings	as	of	December	31,	2012,	including	those	described	in	this	Form	10-K	and	others	that	are	not	specifically	identified	herein.	As	of the	end	of	each	reporting	period,	we	review	each	of	our	legal	proceedings	and	we	accrue,	as	a	charge	currently	in	expense,	for	all	probable	and	reasonably	estimable losses.	Where	we	are	able	to	reasonably	estimate	a	range	of	losses	we	may	incur	with	respect	to	such	a	matter,	we	accrue	for	the	amount	within	the	range	that	constitutes our	best	estimate.	If	we	are	able	to	reasonably	estimate	a	range	but	no	amount	within	the	range	appears	to	be	a	better	estimate	than	any	other,	we	use	the	amount	that	is the	low	end	of	the	range.	If	we	had	used	the	high	ends	of	the	ranges,	our	aggregate	potential	liability	would	have	been	approximately	$79	million	higher	than	the	amount recorded	as	of	December	31,	2012.

# General	Legal	Proceedings

# Countywide	Matter

In	a	suit	filed	on	October	8,	2008	in	the	Tuscarawas	County	Ohio	Court	of	Common	Pleas,	approximately	700	individuals	and	businesses	located	in	the	area	around	the Countywide	Recycling	and	Disposal	Facility	sued	Republic	Services,	Inc.	(Republic),	Republic	Services	of	Ohio	II,	LLC	(Republic-Ohio),	Waste	Management,	Inc. (WMI)	and	Waste	Management	Ohio,	Inc.	(WMO)	for	alleged	negligence	and	nuisance.	Republic-Ohio	has	owned	and	operated	the	landfill	since	February	1,	1999. Plaintiffs	allege	that	due	to	the	acceptance	of	a	specific	waste	stream	and	operational	issues	and	conditions,	the	landfill	has	generated	odors	and	other	unsafe	emissions that	have	impaired	the	use	and	value	of	their	property	and	may	have	adverse	health	effects.	A	second	almost	identical	lawsuit	was	filed	by	approximately	82	plaintiffs	on October	13,	2009	in	the	Tuscarawas	County	Ohio	Court	of	Common	Pleas	against	Republic,	Republic-Ohio,	WMI	and	WMO.	The	court	has	consolidated	the	two actions.	We	have	assumed	both	the	defense	and	the	liability	of	WMI	and	WMO	in	the	consolidated	action.	The	relief	requested	on	behalf	of	each	plaintiff	in	the consolidated	action	is:	(1)	an	award	of	compensatory	damages	according	to	proof	in	an	amount	in	excess	of	$25,000	for	each	of	the	three	counts	of	the	amended complaint;	(2)	an	award	of	punitive	damages	in	the	amount	of	two	times	compensatory	damages,	pursuant	to	applicable	statute,	or	in	such	amount	as	may	be	awarded	at trial	for	each	of	the	three	counts	of	the	amended	complaint;	(3)	costs	for	medical	screening	and	monitoring	of	each	plaintiff;	(4)	interest	on	the	damages	according	to	law; (5)	costs	and	disbursements	of	the	lawsuit;	(6)	reasonable	fees	for	attorneys	and	expert	witnesses;	and	(7)	any	further	relief	the	court	deems	just,	proper	and	equitable. Plaintiffs	filed	an	amended	consolidated	complaint	on	September	9,	2010,	which	no	longer	asserts	a	claim	for	medical	monitoring.	Plaintiffs	also	have	abandoned	any claims	for	adverse	health	effects.	As	a	result	of	various	dismissals	of	plaintiffs,	this	case	presently	consists	of	approximately	600	plaintiffs.	Discovery	is	ongoing.	In February	2011,	the	court	granted	our	motion	to	dismiss	plaintiffs'	qualified	statutory	public	nuisance	claims.	Republic,	WMI	and	WMO	have	been	dismissed	from	the litigation.	A	trial	for	10	of	the	plaintiffs	has	been	scheduled	for	March	2013.

# Luri	Matter

On	August	17,	2007,	a	former	employee,	Ronald	Luri,	sued	Republic	Services,	Inc.,	Republic	Services	of	Ohio	Hauling	LLC,	Republic	Services	of	Ohio	I	LLC,	Jim Bowen	and	Ron	Krall	in	the	Cuyahoga	County	Common	Pleas	Court	in	Ohio.	Plaintiff	alleges	that	he	was	unlawfully	fired	in	retaliation	for	refusing	to	discharge	or demote	three	employees	who	were	all	over	50	years	old.	On	July	3,	2008,	a	jury	verdict	was	awarded	against	us	in	the	amount	of	$46.6	million,	including	$43.1	million in	punitive	damages.	On	September	24,	2008,	the	court	awarded	pre-judgment	interest	of	$0.3	million	and	attorney	fees	and	litigation	costs	of	$1.1	million.	Post- judgment	interest	accrued	or	will	accrue	at	a	rate	of	8%	for	2008,	5%	for	2009,	4%	for	2010	and	2011,	and	3%	for	2012	and	2013.	We	appealed	to	the	Court	of	Appeals, and	on	May	19,	2011	the	court	reduced	the	punitive	damages	award	to	$7.0	million.	Plaintiff	appealed	to	the	Ohio	Supreme	Court,	challenging	the	reduction	of	punitive damages.	We	cross-appealed,	seeking	a	new	trial	on	the	ground	that	the	proceedings	in	the	trial	court	violated	Ohio's	punitive	damages	statute,	which	requires	that	the compensatory	and	punitive	damages	phases	of	trial	be	bifurcated	in	certain	types	of	cases.	On	February	15,	2012,	in	a	case	called	Havel	v.	Villa	St.	Joseph,	the	Ohio Supreme	Court	upheld	the	constitutionality	of	the	bifurcation	requirement.	On	July	3,	2012,	the	Ohio	Supreme	Court	reversed	the	judgment	against	us	and	remanded	the case	for	application	of	its	decision	in	Havel.	Plaintiff	filed	a	motion	for	reconsideration/clarification,	which	the	Ohio	Supreme	Court	denied.	Plaintiff	then	filed	a	motion for	additional	briefing	before	the	Court	of	Appeals.	The	Court	of	Appeals	denied	the	request	and	remanded	the	case	to	the	Cuyahoga	County	Common	Pleas	Court	for application	of	Havel.

# Compensation	Matter

In	May	2011,	one	of	our	shareholders	sued	Republic	Services,	Inc.,	its	directors,	and	several	executive	officers	in	the	Court	of	Chancery	in	Delaware	challenging	certain compensation	decisions	that	were	made	by	the	Board	of	Directors	or	its

Compensation	Committee.	The	lawsuit	is	purportedly	brought	on	behalf	of	our	company	against	all	of	our	directors	and	several	executive	officers.	In	particular,	the plaintiff's	amended	complaint:	(1)	challenges	certain	payments	totaling	$3.05	million	made	to	our	former	Chief	Executive	Officer,	James	O'Connor,	under	his	June	25, 2010	Retirement	Agreement;	(2)	contends	that	the	company	committed	"waste"	by	awarding	restricted	stock	units	that	vest	over	time	(some	of	which	would	not	be	tax deductible)	rather	than	awarding	performance-based	units	(which	typically	would	be	tax	deductible);	(3)	alleges	that	the	Board	overpaid	itself	by	awarding	directors	too many	restricted	stock	units	in	2009	and	2010;	and	(4)	alleges	that	the	Company	may	not	pay	any	bonuses	under	its	Synergy	Incentive	Plan	because	net	earnings purportedly	have	not	increased	since	the	merger	with	Allied.	The	amended	complaint	seeks	injunctive	relief	and	seeks	an	equitable	accounting	for	unspecified	losses	the company	purportedly	sustained.	We	believe	the	lawsuit	is	without	merit	and	is	not	material.	The	defendants	filed	motions	to	dismiss	the	amended	complaint.	On	June 29,	2012,	the	Court	of	Chancery	denied	defendants'	motion	with	respect	to	the	claim	related	to	the	granting	of	restricted	stock	units	to	directors	and	granted	the	motion with	respect	to	all	other	claims.

# Congress	Development	Landfill	Matter

Congress	Development	Co.	(CDC)	is	a	general	partnership	that	owns	and	operates	the	Congress	Landfill.	The	general	partners	in	CDC	are	our	subsidiary,	Allied	Waste Transportation,	Inc.	(Allied	Transportation),	and	an	unaffiliated	entity,	John	Sexton	Sand	&	Gravel	Corporation	(Sexton).	Sexton	was	the	operator	of	the	landfill	through early	2007,	when	Allied	Transportation	took	over	as	the	operator.	The	general	partners	likely	will	be	jointly	and	severally	liable	for	the	costs	associated	with	the following	matter	relating	to	the	Congress	Landfill.

In	a	suit	originally	filed	on	December	23,	2009	in	the	Circuit	Court	of	Cook	County,	Illinois	and	subsequently	amended	to	add	additional	plaintiffs,	approximately	2,950 plaintiffs	sued	our	subsidiaries	Allied	Transportation	and	Allied	Waste	Industries,	Inc.	(Allied),	CDC	and	Sexton.	The	court	entered	an	order	dismissing	Allied	without prejudice	on	October	26,	2010.	The	plaintiffs	allege	bodily	injury,	property	damage	and	inability	to	have	normal	use	and	enjoyment	of	property	arising	from,	among other	things,	odors	and	other	damages	arising	from	landfill	gas	leaking,	and	they	base	their	claims	on	negligence,	trespass,	and	nuisance.	On	January	6,	2012,	the	court took	plaintiffs'	motion	for	leave	to	amend	their	complaint	to	seek	punitive	damages	under	advisement,	to	be	considered	on	a	plaintiff-by-plaintiff	basis.	The	court	also granted	plaintiffs	leave	to	serve	discovery	on	the	punitive	damages	issue.	Following	the	court's	order	in	our	favor	striking	the	plaintiffs'	allegations	requesting	actual damages	in	excess	of	$50	million	and	punitive	damages	in	excess	of	$50	million,	the	amount	of	damages	being	sought	is	unspecified.	Discovery	is	ongoing.

# Legal	Proceedings	over	Certain	Environmental	Matters	Involving	Governmental	Authorities	with	Possible	Sanctions	of	$100,000	or	More

Item	103	of	the	SEC's	Regulation	S-K	requires	disclosure	of	certain	environmental	matters	when	a	governmental	authority	is	a	party	to	the	proceedings	and	the proceedings	involve	potential	monetary	sanctions	unless	we	reasonably	believe	that	the	monetary	sanctions	will	not	equal	or	exceed	$100,000.	We	are	disclosing	the following	matter	in	accordance	with	that	requirement:

# Lorain	County	Landfill	Matter

Since	2006,	the	Lorain	County	Landfill	located	in	Lorain,	Ohio	has	agreed	to	two	consensual	Director's	Final	Findings	and	Orders	(DFFOs)	issued	by	the	Ohio Environmental	Protection	Agency	related	to	operational	issues,	including	odor	nuisances.	The	Ohio	Attorney	General's	office	has	advised	us	that	it	intends	to	initiate legal	proceedings	against	our	subsidiary,	Lorain	County	Landfill,	LLC,	and	against	Lorain	County	LFG	Power	Station	Energy	Developments,	Inc.	(Developments), which	has	operated	and	maintained	the	landfill's	gas	collection	system,	for	violations	that	are	alleged	to	continue	to	occur	in	violation	of	the	DFFOs	and	are	related	to alleged	continuing	nuisance	odors.	We	are	engaging	in	discussions	with	representatives	of	the	Attorney	General's	office	to	attempt	to	amicably	resolve	the	State's	issues and	to	negotiate	a	consent	order	that	would	be	filed	with	the	common	pleas	court.	The	Attorney	General's	office	has	communicated	a	settlement	demand	to	Lorain County	Landfill,	LLC.	We	understand	that	the	Attorney	General's	office	also	is	seeking	a	penalty	against	Developments.	The	Attorney	General's	office	also	is	seeking injunctive	relief	related	to	ongoing	landfill	operations,	including	the	landfill	gas	collection	and	control	system.	Settlement	discussions	with	the	Attorney	General's	office are	ongoing.

# Sunshine	Canyon	Matter

On	July	13,	2012,	Sunshine	Canyon	Landfill,	located	in	Sylmar,	California,	entered	into	a	settlement	agreement	with	the	South	Coast	Air	Quality	Management	District (SCAQMD)	that	resolved	SCAQMD's	claims	for	excess	emissions	charges,	civil	penalties,	and	investigative	and	administrative	costs	relating	to	all	odor-related	and surface	emissions	notices	of	violation	(NOVs)	received	by	Sunshine	Canyon	from	the	SCAQMD	through	June	30,	2012.	Per	the	terms	of	the	settlement,	Sunshine Canyon	did	not	admit	any	liability	and	agreed	to	pay	the	SCAQMD	a	stipulated	amount	of	$435,000,	plus	other	fees,	for	a

release	of	these	claims.	Sunshine	Canyon	also	remains	subject	to	certain	operational	requirements	set	forth	in	the	third	stipulated	amended	abatement	order	issued	by	the SCAQMD's	independent	hearing	board,	as	further	modified	by	stipulation	on	July	11,	2012.	Since	the	date	of	settlement	with	the	SCAQMD,	Sunshine	Canyon	has received	additional	NOVs	for	odors	and	excess	surface	emissions.	While	the	SCAQMD	prosecutor's	office	has	stated	its	intention	to	assess	a	penalty	on	Sunshine Canyon	for	these	additional	NOVs	not	covered	by	the	prior	settlement,	it	has	not	yet	indicated	the	amount	or	type	of	penalty	it	will	seek.

# ITEM	4. MINE	SAFETY	DISCLOSURES

# PART	II

# ITEM	5. MARKET	FOR	REGISTRANT'S	COMMON	EQUITY,	RELATED	STOCKHOLDER	MATTERS	AND	ISSUER	PURCHASES	OF	EQUITY SECURITIES

# Market	Information,	Holders	and	Dividends

The	principal	market	for	our	common	stock	is	the	NYSE,	and	it	is	traded	under	the	symbol	RSG.	The	following	table	sets	forth	the	range	of	the	high	and	low	sale	prices per	share	of	our	common	stock	on	the	NYSE	and	the	cash	dividends	declared	per	share	of	common	stock	for	the	periods	indicated:

|  | High | Low | Dividends<br>Declared |
| :--- | :--- | :--- | :--- |
| Year\tEnded\tDecember\t31,\t2012: |  |  |  |
| First\tQuarter | $30.92 | $27.00 | $0.22 |
| Second\tQuarter | 31.32 | 25.15 | 0.22 |
| Third\tQuarter | 29.22 | 25.76 | 0.235 |
| Fourth\tQuarter | 29.97 | 26.25 | 0.235 |
| Year\tEnded\tDecember\t31,\t2011: |  |  |  |
| First\tQuarter | $31.50 | $28.36 | $0.20 |
| Second\tQuarter | 33.10 | 29.24 | 0.20 |
| Third\tQuarter | 31.73 | 24.72 | 0.22 |
| Fourth\tQuarter | 30.01 | 25.78 | 0.22 |

There	were	772	holders	of	record	of	our	common	stock	at	February	8,	2013,	which	does	not	include	beneficial	owners	for	whom	Cede	&	Co.	or	others	act	as	nominees.

In	February	2013,	our	board	of	directors	declared	a	regular	quarterly	dividend	of	$0.235	per	share	for	stockholders	of	record	on	April	1,	2013.	We	expect	to	continue	to pay	quarterly	cash	dividends,	and	we	may	consider	increasing	our	dividends	if	we	believe	it	will	enhance	stockholder	value.

We	have	the	ability	under	our	credit	facilities	to	pay	dividends	and	repurchase	our	common	stock	if	we	are	in	compliance	with	the	financial	covenants	in	our	credit facilities.	As	of	December	31,	2012,	we	were	in	compliance	with	those	financial	covenants.

# Issuer	Purchases	of	Equity	Securities

The	following	table	provides	information	relating	to	our	purchases	of	shares	of	our	common	stock	during	the	three	months	ended	December	31,	2012:

|  | Total	Number	of<br>Shares		Purchased	(a) | Average	Price	Paid<br>per	Share		(a) | Total	Number	of	Shares<br>Shares		Purchased	as<br>Part	of	Publicly<br>Announced	Program	(b) | Approximate	Dollar<br>Value	of		Shares	that<br>May	Yet	Be	Purchased<br>Under	the	Program	(c) |
| :--- | :--- | :--- | :--- | :--- |
| October\t2012 | — | $— | — | $441,706,723 |
| November\t2012 | 2,828,442 | 26.97 | 2,828,442 | 365,437,695 |
| December\t2012 | 1,432,546 | 28.74 | 1,426,800 | 324,433,694 |
|  | 4,260,988 |  | 4,255,242 |  |

(a) In	August	2011,	our	board	of	directors	approved	a	share	repurchase	program	pursuant	to	which	we	may	repurchase	up	to	$750.0	million	of	our	outstanding shares	of	common	stock	through	December	31,	2013	(the	2011	Program).	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	2011	Program	may	be	extended,	suspended	or	discontinued	at	any	time.	The	total	number	of	shares	purchased	also includes	5,746	shares	to	satisfy	minimum	tax	withholding	obligations	in	connection	with	the	vesting	of	outstanding	restricted	stock.

(b) The	total	number	of	shares	purchased	as	part	of	the	publicly	announced	program	were	all	purchased	pursuant	to	the	2011 Program.

(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	issued	to	employees.

# Recent	Sales	of	Unregistered	Securities

# Performance	Graph

The	following	graph	compares	the	performance	of	our	common	stock	to	the	Standard	&	Poor's	500	Stock	Index	(S&P	500	Index)	and	the	Dow	Jones	Waste	&	Disposal Services	Index	(DJW&DS	Index).	The	graph	covers	the	period	from	December	31,	2007	to	December	31,	2012	and	assumes	that	the	value	of	the	investment	in	our common	stock	and	in	each	index	was	$100	at	December	31,	2007	and	that	all	dividends	were	reinvested.

# Indexed	Returns	For	Years	Ending

|  |  |  | December	31, |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | 2007 | 2008 | 2009 | 2010 | 2011 | 2012 |
| Republic\tServices,\tInc. | $100.00 | $81.12 | $95.71 | $103.61 | $98.40 | $108.14 |
| S&amp;P\t500\tIndex | 100.00 | 62.99 | 79.65 | 91.64 | 93.58 | 108.56 |
| DJ\tW&amp;DS\tIndex | 100.00 | 93.91 | 106.88 | 126.99 | 127.23 | 138.05 |

# ITEM	6. SELECTED	FINANCIAL	DATA

You	should	read	the	following	Selected	Financial	Data	in	conjunction	with	our	consolidated	financial	statements	and	notes	thereto	as	of	December	31,	2012	and	2011 and	for	each	of	the	three	years	in	the	period	ended	December	31,	2012	and	Item	7,	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations,	in	this	Form	10-K.

On	December	5,	2008,	we	acquired	all	the	issued	and	outstanding	shares	of	Allied	in	a	stock-for-stock	transaction	for	an	aggregate	purchase	price	of	$12.1	billion,	which included	$5.4	billion	of	debt,	at	fair	value.	The	Allied	acquisition	has	been	accounted	for	as	an	acquisition	of	Allied	by	Republic.	The	consolidated	financial	statements include	the	operating	results	of	Allied	from	the	date	of	the	acquisition,	and	have	not	been	retroactively	restated	to	include	Allied's	historical	financial	position	or	results of	operations.	In	accordance	with	the	purchase	method	of	accounting,	the	purchase	price	paid	has	been	allocated	to	the	assets	and	liabilities	acquired	based	upon	their estimated	fair	values	as	of	the	acquisition	date,	with	the	excess	of	the	purchase	price	over	the	net	assets	acquired	being	recorded	as	goodwill.

See	Notes	1,	2,	3,	8,	9,	10	and	12	to	our	consolidated	financial	statements	for	a	discussion	of	basis	of	presentation,	significant	accounting	policies,	business	acquisitions and	divestitures,	restructuring	charges,	landfill	and	environmental	costs,	debt,	income	taxes	and	stockholders'	equity	and	their	effect	on	comparability	of	year-to-year data.	These	historical	results	are	not	necessarily	indicative	of	the	results	to	be	expected	in	the	future.	Amounts	are	in	millions,	except	per	share	data.

|  | 2012 | 2011 | Year	Ended	December	31,<br>2010 | 2009 | 2008 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Statement\tof\tOperations\tData: |  |  |  |  |  |
| Revenue | $8,118.3 | $8,192.9 | $8,106.6 | $8,199.1 | $3,685.1 |
| Expenses: |  |  |  |  |  |
| Cost\tof\toperations | 5,005.7 | 4,865.1 | 4,764.8 | 4,844.2 | 2,416.7 |
| Depreciation,\tamortization\tand\tdepletion | 848.5 | 843.6 | 833.7 | 869.7 | 354.1 |
| Accretion | 78.4 | 78.0 | 80.5 | 88.8 | 23.9 |
| Selling,\tgeneral\tand\tadministrative | 820.9 | 825.4 | 858.0 | 880.4 | 434.7 |
| Negotiation\tand\twithdrawal\tcosts\t-\tCentral\tStates\n\t\tPension\tFund | 35.8 | — | — | — | — |
| (Gain)\tloss\ton\tdisposition\tof\tassets\tand\n\t\timpairments,\tnet | (2.7) | 28.1 | 19.1 | (137.0) | 89.8 |
| Restructuring\tcharges | 11.1 | — | 11.4 | 63.2 | 82.7 |
| Operating\tincome | 1,320.6 | 1,552.7 | 1,539.1 | 1,589.8 | 283.2 |
| Interest\texpense | (388.5) | (440.2) | (507.4) | (595.9) | (131.9) |
| Loss\ton\textinguishment\tof\tdebt | (112.6) | (210.8) | (160.8) | (134.1) | — |
| Interest\tincome | 1.0 | 0.3 | 0.7 | 2.0 | 9.6 |
| Other\tincome\t(expense),\tnet | 3.4 | 4.3 | 5.4 | 3.2 | (1.6) |
| Income\tbefore\tincome\ttaxes | 823.9 | 906.3 | 877.0 | 865.0 | 159.3 |
| Provision\tfor\tincome\ttaxes | 251.8 | 317.4 | 369.5 | 368.5 | 85.4 |
| Net\tincome | 572.1 | 588.9 | 507.5 | 496.5 | 73.9 |
| Net\t(income)\tloss\tattributable\tto\tnoncontrolling\n\t\t\tinterests | (0.3) | 0.3 | (1.0) | (1.5) | (0.1) |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | $571.8 | $589.2 | $506.5 | $495.0 | $73.8 |
| Basic\tearnings\tper\tshare\tattributable\tto\tRepublic\n\t\t\t\t\tServices,\tInc.\tstockholders: |  |  |  |  |  |
| Basic\tearnings\tper\tshare | $1.56 | $1.57 | $1.32 | $1.30 | $0.38 |
| Weighted\taverage\tcommon\tshares\n\t\t\t\t\t\t\toutstanding | 366.9 | 376.0 | 383.0 | 379.7 | 196.7 |
| Diluted\tearnings\tper\tshare\tattributable\tto\tRepublic\n\t\t\t\t\tServices,\tInc.\tstockholders: |  |  |  |  |  |
| Diluted\tearnings\tper\tshare | $1.55 | $1.56 | $1.32 | $1.30 | $0.37 |
| Weighted\taverage\tcommon\tand\tcommon |  |  |  |  |  |
| \t\t\t\t\t\t\tequivalent\tshares\toutstanding | 368.0 | 377.6 | 385.1 | 381.0 | 198.4 |
| Cash\tdividends\tper\tcommon\tshare | $0.91 | $0.84 | $0.78 | $0.76 | $0.72 |
| Other\tOperating\tData: |  |  |  |  |  |
| Cash\tflows\tfrom\toperating\tactivities | $1,513.8 | $1,766.7 | $1,433.7 | $1,396.5 | $512.2 |
| Capital\texpenditures | 903.5 | 936.5 | 794.7 | 826.3 | 386.9 |
| Proceeds\tfrom\tsales\tof\tproperty\tand\tequipment |  |  |  |  |  |
|  | 28.7 | 34.6 | 37.4 | 31.8 | 8.2 |
| Balance\tSheet\tData: |  |  |  |  |  |
| Cash\tand\tcash\tequivalents | $67.6 | $66.3 | $88.3 | $48.0 | $68.7 |
| Restricted\tcash\tand\tmarketable\tsecurities | 164.2 | 189.6 | 172.8 | 240.5 | 281.9 |
| Total\tassets | 19,616.9 | 19,551.5 | 19,461.9 | 19,540.3 | 19,921.4 |
| Total\tdebt | 7,070.5 | 6,921.8 | 6,743.6 | 6,962.6 | 7,702.5 |
| Total\tstockholders'\tequity | 7,705.7 | 7,683.4 | 7,848.9 | 7,567.1 | 7,282.5 |

# ITEM	7.	MANAGEMENT'S	DISCUSSION	AND	ANALYSIS	OF	FINANCIAL	CONDITION	AND	RESULTS	OF	OPERATIONS

You	should	read	the	following	discussion	in	conjunction	with	our	audited	consolidated	financial	statements	and	the	notes	thereto	included	elsewhere	in	this	Form	10-K. This	discussion	may	contain	forward-looking	statements	that	anticipate	results	that	are	subject	to	uncertainty.	We	discuss	in	more	detail	various	factors	that	could	cause actual	results	to	differ	from	expectations	in	Item	1A,	Risk	Factors	in	this	Form	10-K.

We	are	the	second	largest	provider	of	services	in	the	domestic	non-hazardous	solid	waste	industry,	as	measured	by	revenue.	We	provide	non-hazardous	solid	waste collection	services	for	commercial,	industrial,	municipal	and	residential	customers	through	332	collection	operations	in	38	states	and	Puerto	Rico.	We	own	or	operate 195	transfer	stations,	191	active	solid	waste	landfills	and	71	recycling	centers.	We	also	operate	69	landfill	gas	and	renewable	energy	projects.

Revenue	for	the	year	ended	December	31,	2012	was	$8,118.3	million	compared	to	$8,192.9	million	for	the	same	period	in	2011.	This	0.9%	decrease	in	revenue	was made	up	of	increases	in	core	price	of	0.8%,	fuel	surcharges	of	0.1%	and	acquisitions,	net	of	divestitures	of	0.4%	that	were	more	than	offset	by	decreases	in	volumes	of 1.0%	and	recycling	commodities	of	1.2%.

The	following	table	summarizes	our	revenue,	costs	and	expenses	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions	of	dollars	and	as	a	percentage	of revenue):

| Revenue | $8,118.3 | 100.0	% | $8,192.9 | 100.0% | $8,106.6 | 100.0% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Expenses: |  |  |  |  |  |  |
| Cost\tof\toperations | 5,005.7 | 61.7 | 4,865.1 | 59.4 | 4,764.8 | 58.8 |
| Depreciation,\tamortization\tand\tdepletion\tof\nproperty\tand\tequipment | 778.4 | 9.6 | 766.9 | 9.4 | 762.2 | 9.4 |
| Amortization\tof\tother\tintangible\tassets\tand\nother\tassets | 70.1 | 0.9 | 76.7 | 0.9 | 71.5 | 0.9 |
| Accretion | 78.4 | 1.0 | 78.0 | 0.9 | 80.5 | 1.0 |
| Selling,\tgeneral\tand\tadministrative | 820.9 | 10.1 | 825.4 | 10.1 | 858.0 | 10.6 |
| Negotiation\tand\twithdrawal\tcosts\t-\n\t\t\t\t\tCentral\tStates\tPension\tFund | 35.8 | 0.4 | — | — | — | — |
| (Gain)\tloss\ton\tdisposition\tof\tassets\tand\nimpairments,\tnet | (2.7) | — | 28.1 | 0.3 | 19.1 | 0.2 |
| Restructuring\tcharges | 11.1 | 0.1 | — | — | 11.4 | 0.1 |
| Operating\tincome | $1,320.6 | 16.3\t% | $1,552.7 | 19.0% | $1,539.1 | 19.0% |

During	each	of	the	three	years	ended	December	31,	2012,	2011	and	2010,	we	recorded	a	number	of	charges	and	other	expenses	and	benefits	that	impacted	our	pre-tax income,	net	income	attributable	to	Republic	Services,	Inc.	(Net	Income	–	Republic)	and	diluted	earnings	per	share	as	noted	in	the	following	table	(in	millions,	except	per share	data).	Additionally,	see	our	"Cost	of	Operations,"	"Selling,	General	and	Administrative	Expenses"	and	"Income	Taxes"	discussions	contained	in	the	Results	of Operations	section	of	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations	for	a	discussion	of	other	items	that	impacted	our earnings.

|  | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2012 | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2011 | Year	Ended	December	31,	2010 | Year	Ended	December	31,	2010 | Year	Ended	December	31,	2010 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Pre-tax\nIncome | Net\nIncome\t-\nRepublic | Diluted\nEarnings\nper\nShare | Pre-tax\nIncome | Net\nIncome\t-\nRepublic | Diluted\nEarnings\nper\nShare | Pre-tax\nIncome | Net\nIncome\t-\nRepublic | Diluted\nEarnings\nper\nShare |
| As\treported | $823.9 | $571.8 | $1.55 | $906.3 | $589.2 | $1.56 | $877.0 | $506.5 | $1.32 |
| Negotiation\tand |  |  |  |  |  |  |  |  |  |
| \t\t\twithdrawal\tcosts\t- |  |  |  |  |  |  |  |  |  |
| \t\t\tCentral\tStates |  |  |  |  |  |  |  |  |  |
| \t\t\tPension\tFund | 35.8 | 21.6 | 0.06 | — | — | — | — | — | — |
| Loss\ton\textinguishment\n\t\t\tof\tdebt | 112.6 | 68.6 | 0.18 | 210.8 | 129.3 | 0.34 | 160.8 | 98.6 | 0.26 |
| Costs\tto\tachieve\n\t\t\tsynergies | — | — | — | — | — | — | 33.3 | 20.3 | 0.05 |
| Restructuring\tcharges | 11.1 | 6.6 | 0.02 | — | — | — | 11.4 | 7.0 | 0.02 |
| (Gain)\tloss\ton |  |  |  |  |  |  |  |  |  |
| \t\t\tdisposition\tof\tassets |  |  |  |  |  |  |  |  |  |
| \t\t\tand\timpairments,\tnet | (5.3) | (5.2) | (0.01) | 28.1 | 19.8 | 0.06 | 19.1 | 25.4 | 0.06 |
| Adjusted | $978.1 | $663.4 | $1.80 | $1,145.2 | $738.3 | $1.96 | $1,101.6 | $657.8 | $1.71 |

We	believe	the	presentation	of	adjusted	pre-tax	income,	adjusted	net	income	attributable	to	Republic	Services,	Inc.	and	adjusted	diluted	earnings	per	share,	which	are not	measures	determined	in	accordance	with	generally	accepted	accounting	principles	in	the	United	States	(U.S.	GAAP),	provides	an	understanding	of	operational activities	before	the	financial	impact	of	certain	non-operational	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.	Comparable	charges	and	costs	have	been incurred	in	prior	periods,	and	similar	types	of	adjustments	can	reasonably	be	expected	to	be	recorded	in	future	periods.	Our	definition	of	adjusted	pre-tax	income, adjusted	net	income	attributable	to	Republic	Services,	Inc.	and	adjusted	diluted	earnings	per	share	may	not	be	comparable	to	similarly	titled	measures	presented	by	other companies.

Negotiation	and	withdrawal	costs	-	Central	States	Pension	Fund.	During	the	year	ended	December	31,	2012,	we	incurred	costs	related	to	the	negotiation	of	collective bargaining	agreements	under	which	we	have	obligations	to	contribute	to	the	Central	States,	Southeast	and	Southwest	Areas	Pension	Fund	(the	Fund).	During	2012,	we recorded	a	charge	to	earnings	of	$35.8	million	primarily	related	to	our	partial	withdrawal	from	the	Fund.

Loss	on	extinguishment	of	debt.	During	the	years	ended	December	31,	2012,	2011	and	2010,	we	completed	refinancing	transactions	that	resulted	in	cash	paid	for premiums	and	professional	fees	to	repurchase	outstanding	debt	as	well	as	the	non-cash	write-off	of	unamortized	debt	discounts	and	deferred	issuance	costs.	For	a	more detailed	discussion	of	the	components	of	these	costs	and	the	debt	series	to	which	they	relate,	see	our	"Loss	on	Extinguishment	of	Debt"	discussion	contained	in	the Results	of	Operations	section	of	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

Costs	to	achieve	synergies.	During	the	year	ended	December	31,	2010,	we	incurred	incremental	costs	to	achieve	our	synergy	plan	that	are	recorded	in	selling,	general and	administrative	expenses.	These	incremental	costs	primarily	relate	to	our	synergy	incentive	plan	as	well	as	other	integration	costs.	We	did	not	incur	any	such expenses	during	the	years	ended	December	31,	2012	and	2011.

Restructuring	charges.	During	the	year	ended	December	31,	2012,	we	restructured	our	field	and	corporate	operations	to	create	a	more	efficient	and	competitive company.	These	changes	include	consolidating	our	field	regions	from	four	to	three	and	our	areas	from	28	to	20,	relocating	office	space,	and	reducing	administrative staffing	levels.

During	the	year	ended	December	31,	2010,	we	incurred	restructuring	and	integration	charges	related	to	the	Allied	acquisition.	These	charges	consist	of	severance	and other	employee	termination	and	relocation	benefits	as	well	as	consulting	and	professional	fees.	We	completed	the	Allied	restructuring	plan	in	2010.

(Gain)	loss	on	disposition	of	assets	and	impairments,	net.	For	more	detailed	discussion	of	the	components	of	these	costs,	see	our	"(Gain)	Loss	on	Disposition	of	Assets and	Impairments,	Net"	discussion	contained	in	the	Results	of	Operations	section	of	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of Operations.

Our	objectives	for	2013	remain	consistent	with	previous	years	and	focus	on	enhancing	stockholder	value	by	increasing	returns	on	invested	capital	and	efficiently	using free	cash	flow.	We	remain	committed	to	continuing	our	broad-based	pricing	initiatives

across	all	lines	of	business	to	recover	increasing	costs	and	to	expand	our	operating	margins.

Our	guidance	is	based	on	current	economic	conditions	and	does	not	assume	any	improvement	or	deterioration	in	the	overall	economy	in	2013.	Specific	guidance follows:

# Revenue

We	expect	2013	revenue	to	increase	by	approximately	2.0	to	2.5%.	This	consists	of	the	following:

Changes	in	price	are	restricted	on	approximately	50%	of	our	annual	revenue.	These	restrictions	include:

•price	changes	based	upon	fluctuation	in	a	specific	index	as	defined	in	the contract;

•fixed	price	increases	based	on	stated	contract

terms;	or

•price	changes	based	on	a	cost	plus	a	specific	profit	margin	or	other

measurement.

Of	these	restricted	pricing	arrangements,	approximately	60%	are	based	on	a	consumer	price	index,	15%	are	fixed	arrangements	and	the	remainder	are	based	upon	a	cost plus	or	other	specific	arrangement.	The	consumer	price	index	varies	from	a	single	historical	stated	period	of	time	or	an	average	of	trailing	historical	rates	over	a	stated period	of	time.	In	addition,	many	pricing	resets	lag	between	the	measurement	period	and	the	date	the	revised	pricing	goes	into	effect.	As	a	result,	current	changes	in	a specific	index,	such	as	the	consumer	price	index,	may	not	manifest	themselves	in	our	reported	pricing	for	several	quarters	into	the	future.

# Adjusted	Diluted	Earnings	per	Share

The	following	is	a	summary	of	anticipated	adjusted	diluted	earnings	per	share	for	the	year	ending	December	31,	2013	compared	to	the	actual	adjusted	diluted	earnings per	share	for	the	year	ended	December	31,	2012.	Adjusted	diluted	earnings	per	share	is	not	a	measure	determined	in	accordance	with	GAAP:

|  | (Anticipated)<br>Year<br>Ending<br>December		31,<br>2013 | (Actual)<br>Year<br>Ended<br>December		31,<br>2012 |
| :--- | :--- | :--- |
| Diluted\tearnings\tper\tshare | $\t1.83\t-\t1.88 | $1.55 |
| Loss\ton\textinguishment\tof\tdebt | — | 0.18 |
| Negotiation\tand\twithdrawal\tcosts\t-\tCentral\tStates\tPension\tFund | — | 0.06 |
| (Gain)\tloss\ton\tdisposition\tof\tassets\tand\timpairments,\tnet | — | (0.01) |
| Restructuring\tcharges | 0.03 | 0.02 |
| Adjusted\tdiluted\tearnings\tper\tshare | $\t1.86\t-\t1.91 | $1.80 |

This	2013	anticipated	adjusted	diluted	earnings	per	share	assumes	an	effective	tax	rate	of	approximately	38%.	We	expect	cash	taxes	as	a	percentage	of	the	overall	tax provision	to	be	90%	-	100%.	At	this	time,	we	are	unable	to	estimate	the	magnitude	or	timing	of	charges	associated	with	our	loss	on	extinguishment	of	debt,	negotiation and	withdrawal	costs	from	collective	bargaining	agreements	under	which	we	have	obligations	to	contribute	to	the	Central	States	Pension	Fund	or	(gain)	loss	on disposition	of	assets	and	impairments,	net.

We	believe	that	the	presentation	of	adjusted	diluted	earnings	per	share,	which	is	not	a	measure	determined	in	accordance	with	U.	S.	GAAP,	provides	an	understanding of	operational	activities	before	the	financial	impact	of	certain	non-operational	items	such	as	those	detailed	in	the	above	table.	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	and	costs	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.

# Property	and	Equipment

In	2013,	we	anticipate	receiving	approximately	$860	million	of	property	and	equipment	as	follows:

| Trucks	and	equipment | $370 |
| :--- | :--- |
| Landfill | 270 |
| Containers | 100 |
| Facilities\tand\tother | 120 |
| Property\tand\tequipment\treceived\tduring\t2013 | $860 |

Purchases	of	property	and	equipment	as	reflected	on	our	consolidated	statement	of	cash	flows	for	2013	are	expected	to	be	approximately	$880	million.	The	difference between	property	and	equipment	received	and	purchases	of	property	and	equipment	is	approximately	$20	million	of	property	and	equipment	received	during	2012,	but paid	for	in	2013.

# Results	of	Operations

We	generate	revenue	primarily	from	our	solid	waste	collection	operations.	Our	remaining	revenue	is	from	other	services,	including	transfer	stations,	landfill	disposal	and recycling.	Our	revenue	from	collection	operations	consists	of	fees	we	receive	from	commercial,	industrial,	municipal	and	residential	customers.	Our	residential	and commercial	collection	operations	in	some	markets	are	based	on	long-term	contracts	with	municipalities.	Certain	of	our	municipal	contracts	have	annual	price	escalation clauses	that	are	tied	to	changes	in	an	underlying	base	index	such	as	the	consumer	price	index.	We	generally	provide	commercial	and	industrial	collection	services	to customers	under	contracts	with	terms	up	to	three	years.	Our	transfer	stations,	landfills	and,	to	a	lesser	extent,	our	recycling	centers	generate	revenue	from	disposal	or tipping	fees.	In	general,	we	integrate	our	recycling	operations	with	our	collection	operations	and	obtain	revenue	from	the	sale	of	recyclable	materials.	Other	non-core revenue	consists	primarily	of	revenue	from	National	Accounts,	which	represents	the	portion	of	revenue	generated	from	nationwide	contracts	in	markets	outside	our operating	areas,	and,	as	such,	the	associated	waste	handling	services	are	subcontracted	to	local	operators.	Consequently,	substantially	all	of	this	revenue	is	offset	with related	subcontract	costs,	which	are	recorded	in	cost	of	operations.

The	following	table	reflects	our	revenue	by	service	line	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions	of	dollars	and	as	a	percentage	of	our revenue):

The	decrease	in	revenue	in	2012	compared	to	2011	is	due	to	the	following:

•Core	price	increased	revenue	by	0.8%	year	over	year	due	to	positive	pricing	in	our	collection,	transfer	and	landfill	lines	of	business.	Pricing	was	higher	in the	second	half	of	2012,	which	reflects	the	higher	level	of	price	resets	to	our	index-based	customers.

•Fuel	recovery	fees	increased	revenue	by	0.1%	and	1.0%,	respectively.	The	impact	of	the	change	in	fuel	recovery	fees	was	diminished	in	2012	as	the average	fuel	price	per	gallon	increased	approximately	3%	from	2011	to	2012	as	compared	to	approximately	29%	from	2010	to	2011.	For	2012	and	2011, we	were	able	to	recover	approximately	67%	and	68%,	respectively,	of	our	fuel	costs	with	fuel	recovery	fees.

•Volume	decreased	revenue	by	1.0%	in	2012.	Volume	declines	were	primarily	in	our	landfill,	transfer	station	and	non-core	lines	of	business	primarily	due to	the	acquisition	of	a	large	national	broker	by	a	competitor	and	the	loss	of	a	large	National	Accounts	contract.	Within	the	landfill	business,	special	waste and	construction	and	demolition	volumes	decreased	by	approximately	4.3%	and	6.4%,	respectively,	and	landfill	municipal	solid	waste	volumes	declined approximately	5.3%	versus	the	prior	year.	Volume	declines	in	special	waste	were	caused	by	special	waste	event	work	not	recurring	in	2012	and	being postponed	due	to	continuing	weak	economic	conditions.	The	decline	in	landfill	municipal	solid	waste	volumes	relate	primarily	to	a	loss	of	certain municipal	disposal	contracts	in	our	East	region	and	competitive	pressures	in	our	Los	Angeles	market.	Collection	volumes	were	positive	0.2%	year	over year	with	most	improvements	coming	from	the	commercial	and	industrial	lines	of	business.

•Recycling	commodities	decreased	revenue	by	1.2%	in	2012	due	to	a	decrease	in	the	market	price	of	materials.	Average	prices	for	old	corrugated	cardboard (OCC)	in	2012	were	$124	per	ton	versus	$159	per	ton	in	2011,	a	decrease	of	$35	per	ton	or	22%.	Average	prices	of	old	newspaper	(ONP)	for	2012	were $105	per	ton	versus	$142	per	ton	in	2011,	a	decrease	of	$37	per	ton	or	26%.	The	declines	in	prices	were	partially	offset	by	increased	volumes	processed. Our	2012	recycling	commodity	volume	of	2.1	million	tons	was	2.5%	higher	than	2011	volumes.

The	increase	in	revenue	in	2011	compared	to	2010	is	due	to	the	following:

•Core	price	increased	revenue	by	0.8%	and	1.6%,	respectively.	The	lower	core	price	increase	in	2011	compared	to	2010	is	due	primarily	to	the	competitive municipal	and	franchise	contract	pricing	environment	in	our	residential	collection	line	of	business	and	the	continued	low	inflationary	environment,	which limits	our	price	increases	on	index	based	contracts,	partially	offset	by	our	continued	broad-based	pricing	initiatives	particularly	in	our	landfill	line	of business.

•Fuel	recovery	fees	increased	revenue	by	1.0%	and	0.5%,	respectively.	Revenue	benefited	from	increased	fuel	recovery	fees	due	to	higher	fuel	prices	during 2011	that	were	passed	along	to	our	customers.

•Volume	decreased	revenue	by	0.4%	and	3.5%,	respectively.	Volume	continued	to	decline	throughout	2011,	but	at	a	lower	rate	of	decline	than	earlier	in	the year	or	during	2010.	Volume	in	our	industrial	collection	and	landfill	lines	of	business	was	positive	in	2011	primarily	driven	by	special	event	work,	offset	by declines	in	our	commercial	and	residential	collection	and	transfer	station	lines	of	business.

•Recycling	commodity	prices	increased	revenue	by	1.0%	and	1.4%,	respectively.	Revenue	benefited	from	higher	commodity	prices	for	recovered	materials until	the	fourth	quarter	of	2011,	when	changes	in	recycling	commodity	prices	decreased	revenue	by	0.1%	year	over	year.

•Our	San	Mateo	County	contract	and	our	transportation	and	disposal	contract	with	the	City	of	Toronto	ended	effective	December	31,	2010,	which	reduced our	revenue	growth	by	1.4%	in	2011.

# Cost	of	Operations

Cost	of	operations	includes	labor	and	related	benefits,	which	consists	of	salaries	and	wages,	health	and	welfare	benefits,	incentive	compensation	and	payroll	taxes.	It	also includes	transfer	and	disposal	costs	representing	tipping	fees	paid	to	third	party	disposal	facilities	and	transfer	stations;	maintenance	and	repairs	relating	to	our	vehicles, equipment	and	containers,	including	related	labor	and	benefit	costs;	transportation	and	subcontractor	costs,	which	include	costs	for	independent	haulers	who	transport our	waste	to	disposal	facilities	and	costs	for	local	operators	who	provide	waste	handling	services	associated	with	our	national	accounts	in	markets	outside	our	standard operating	areas;	fuel,	which	includes	the	direct	cost	of	fuel	used	by	our	vehicles,	net	of	fuel	credits;	disposal	franchise	fees	and	taxes	consisting	of	landfill	taxes, municipal	franchise	fees,	host	community	fees	and	royalties;	landfill	operating	costs,	which	includes	financial	assurance,	remediation	costs,	leachate	disposal	and	other landfill	maintenance	costs;	risk	management,	which	includes	casualty	insurance	premiums	and	claims;	cost	of	goods	sold,	which	includes	material	costs	paid	to suppliers	associated	with	recycling	commodities;	and	other,	which	includes	expenses	such	as	facility	operating	costs,	equipment	rent	and	gains	or	losses	on	sale	of	assets used	in	our	operations.

The	following	table	summarizes	the	major	components	of	our	cost	of	operations	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions	of	dollars	and	as	a percentage	of	our	revenue):

| Labor	and	related	benefits | $1,573.9 | 19.4% | $1,530.4 | 18.7% | $1,534.4 | 18.9% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Transfer\tand\tdisposal\tcosts | 616.4 | 7.6 | 636.1 | 7.8 | 664.3 | 8.2 |
| Maintenance\tand\trepairs | 682.7 | 8.4 | 632.1 | 7.7 | 609.7 | 7.5 |
| Transportation\tand\tsubcontract\tcosts | 431.9 | 5.3 | 443.4 | 5.4 | 466.7 | 5.8 |
| Fuel | 530.1 | 6.5 | 516.5 | 6.3 | 407.6 | 5.0 |
| Franchise\tfees\tand\ttaxes | 401.9 | 5.0 | 395.7 | 4.8 | 395.8 | 4.9 |
| Landfill\toperating\tcosts | 198.1 | 2.5 | 126.1 | 1.5 | 136.2 | 1.7 |
| Risk\tmanagement | 177.3 | 2.2 | 167.5 | 2.0 | 171.6 | 2.1 |
| Cost\tof\tgoods\tsold | 114.6 | 1.4 | 146.8 | 1.8 | 103.9 | 1.3 |
| Other | 278.8 | 3.4 | 270.5 | 3.4 | 274.6 | 3.4 |
| Total\tcost\tof\toperations | $5,005.7 | 61.7% | $4,865.1 | 59.4% | $4,764.8 | 58.8% |

The	cost	categories	shown	above	may	change	from	time	to	time	and	may	not	be	comparable	to	similarly	titled	categories	used	by	other	companies.	Thus,	you	should	take care	when	comparing	our	cost	of	operations	by	cost	component	to	that	of	other	companies.

Our	cost	of	operations,	as	a	percentage	of	revenue,	increased	2.3%	in	2012	compared	to	2011,	primarily	as	a	result	of	the	following:

•Labor	and	related	benefits	increased	due	to	merit	based	wage	increases	in	2012	versus	2011	as	well	as	increases	in	health	care	costs.	As	a	percentage	of revenue,	labor	and	related	benefits	were	negatively	impacted	by	the	relative	mix	of	higher	collection	revenue	and	lower	landfill,	transfer,	commodity	and subcontract	revenue	compared	to	2011	because	these	revenues	have	little	or	no	variable	labor	costs.

•Maintenance	and	repairs	expense	increased	due	to	costs	associated	with	our	fleet	maintenance	initiative	as	well	as	the	increased	cost	of	tires	and	container refurbishment	expenses.

•During	2012,	our	fuel	costs	in	aggregate	dollars	and	as	a	percentage	revenue	increased	$13.6	million	and	0.2%,	respectively,	compared	to	2011	primarily due	to	higher	fuel	prices.	Average	fuel	costs	per	gallon	for	2012	were	$3.97	versus	$3.85	for	2011,	an	increase	of	$0.12	or	3.1%.

At	current	consumption	levels,	a	twenty-cent	per	gallon	change	in	the	price	of	diesel	fuel	changes	our	fuel	costs	by	approximately	$24	million	on	an	annual basis.	Offsetting	these	changes	in	fuel	expense	would	be	changes	in	our	fuel	recovery	fee	charged	to	our	customers.	At	current	participation	rates,	a	twenty- cent	change	in	the	price	of	diesel	fuel	changes	our	fuel	recovery	fee	by	approximately	$19	million.

•Franchise	fees	and	taxes	increased	during	2012	primarily	due	to	the	acquisition	of	businesses	in	franchise

markets.

•Landfill	operating	expenses	in	aggregate	dollars	and	as	a	percentage	of	revenue	increased	$72.0	million	and	1.0%,	respectively,	during	2012	compared	to 2011,	primarily	due	to	$74.1	million	of	remediation	charges	we	recorded	in	connection	with	environmental	conditions	at	a	closed	disposal	facility	in Missouri.

•Risk	management	expenses	increased	during	2012	primarily	due	to	lower	favorable	actuarial	development	compared	to	the	prior year.

These	increases	in	costs	were	partially	offset	by:

•Transfer	and	disposal	costs	decreased	during	2012	versus	2011,	primarily	due	to	lower	disposal	prices	and	lower	volumes	disposed	at	third	party	sites. During	2012,	approximately	67%	of	the	total	waste	volume	we	collected	was	disposed	at	landfill	sites	that	we	own	or	operate	(internalization)	versus	66% for	2011.

•Transportation	and	subcontract	costs	decreased	during	2012	versus	2011,	primarily	due	to	the	loss	of	a	large	National	Accounts contract.

•Cost	of	goods	sold	relates	to	rebates	paid	for	volumes	delivered	to	our	recycling	facilities.	Cost	of	goods	sold	in	aggregate	dollars	and	as	a	percentage	of revenue	decreased	$32.2	million	and	0.4%,	respectively,	during	2012	versus	2011,	primarily	due	to	a	decline	in	the	market	value	of	recycled	commodities offset	by	an	increase	in	the	volume	of	commodities	processed.

Our	cost	of	operations,	as	a	percentage	of	revenue,	increased	0.6%	in	2011	compared	to	2010,	primarily	as	a	result	of	the	following:

•Maintenance	and	repairs	expense	increased	primarily	due	to	costs	associated	with	our	fleet	maintenance

initiative.

•An	increase	in	cost	of	goods	sold	primarily	due	to	changes	in	the	market	price	of	recycling	commodities	and	an	increase	in	volumes	processed	year	over year.	The	average	price	for	OCC	for	2011	was	$159	per	ton	versus	$142	per	ton	for	the	comparable	2010	period.	The	average	price	of	ONP	for	2011	was $142	per	ton	versus	$111	per	ton	for	the	comparable	2010	period.

# These	increases	were	partially	offset	by:

•A	decrease	in	labor	and	related	benefits	expenses	due	to	volume-related	workforce	reductions,	including	the	expiration	of	the	San	Mateo	contract,	as	well as	increased	productivity	gains	primarily	due	to	the	automation	of	our	residential	fleet	and	lower	benefit	plan	costs.	Partially	offsetting	these	declines	were increases	in	overall	wages	and	increases	in	workforce	due	to	acquisitions.

•A	decrease	in	transfer	and	disposal	costs	due	to	the	divestiture	of	transfer	stations	in	2010	as	well	as	overall	lower	collection	volumes.	During	2011	and 2010,	approximately	66%	and	67%,	respectively,	of	the	total	waste	volume	that	we	collected	was	disposed	at	landfill	sites	that	we	own	or	operate.

•A	decrease	in	transportation	and	subcontract	costs	primarily	due	to	the	expiration	of	our	San	Mateo	County	contract	and	our	transportation	and	disposal contract	with	the	City	of	Toronto	and	a	decline	in	our	overall	collection	volumes.	Partially	offsetting	these	decreases	were	increases	due	to	fuel	recovery fees	related	to	project	work	with	certain	of	our	National	Accounts	customers.

# Depreciation,	Amortization	and	Depletion	of	Property	and	Equipment

The	following	table	summarizes	depreciation,	amortization	and	depletion	of	property	and	equipment	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions of	dollars	and	as	a	percentage	of	revenue):

| and	equipment | $520.8 | 6.4% | $511.4 | 6.2% | $511.6 | 6.3% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Landfill\tdepletion\tand\tamortization | 257.6 | 3.2 | 255.5 | 3.1 | 250.6 | 3.1 |
| Depreciation,\tamortization\tand\tdepletion\n\t\t\texpense | $778.4 | 9.6% | $766.9 | 9.3% | $762.2 | 9.4% |

Depreciation	and	amortization	of	property	and	equipment	increased	$9.4	million	for	2012	versus	2011,	primarily	due	to	higher	costs	of	residential	side	loaders	for automating	our	residential	collection	routes	and	an	increased	number	of	CNG	vehicles,	which	are	more	expensive	than	diesel	vehicles.	In	addition,	we	made	increased investments	in	new	and	upgraded	recycling	infrastructure	projects	that	became	operational	in	2012.

Landfill	depletion	and	amortization	expense	increased	$2.1	million	for	2012	versus	2011,	primarily	due	to	unfavorable	adjustments	to	landfill	depletion	and	amortization expense	for	asset	retirement	obligations	of	$4.9	million	recorded	during	2012	versus	favorable	adjustments	of	$9.6	million	recorded	during	2011.	Offsetting	the	increase in	costs	relative	to	asset	retirement	obligations	was	an	overall	decline	in	landfill	depletion	due	to	lower	disposal	volumes,	as	previously	noted	in	our	Revenue	-

Landfill	depletion	and	amortization	expense	increased	in	aggregate	dollars	slightly	during	2011	versus	2010	due	to	increased	volumes	year	over	year.

# Amortization	of	Other	Intangible	and	Other	Assets

Expenses	for	amortization	of	intangible	and	other	assets	were	$70.1	million,	$76.7	million	and	$71.5	million,	or,	as	a	percentage	of	revenue,	0.9%	for	2012,	2011	and 2010,	respectively.	Our	other	intangible	and	other	assets	primarily	relate	to	customer	lists,	franchise	agreements,	municipal	contracts,	trade	names,	favorable	lease	assets and	to	a	lesser	extent	non-compete	agreements.	Amortization	of	intangible	assets	in	aggregate	dollars	decreased	during	2012	as	compared	to	2011	primarily	due	to municipal	agreement	intangibles	acquired	from	Allied	that	are	now	fully	amortized.

# Accretion	Expense

Accretion	expenses	were	$78.4	million,	$78.0	million	and	$80.5	million,	or,	as	a	percentage	of	revenue,	1.0%,	0.9%,	and	1.0%	for	2012,	2011	and	2010,	respectively. The	amounts	have	remained	relatively	unchanged	as	our	asset	retirement	obligations	remained	relatively	consistent	period	over	period.

# Selling,	General	and	Administrative	Expenses

Selling,	general	and	administrative	expenses	include	salaries,	health	and	welfare	benefits	and	incentive	compensation	for	corporate	and	field	general	management,	field support	functions,	sales	force,	accounting	and	finance,	legal,	management	information	systems,	and	clerical	and	administrative	departments.	Other	expenses	include	rent and	office	costs,	fees	for	professional	services	provided	by	third	parties,	marketing,	investor	and	community	relations,	directors'	and	officers'	insurance,	general employee	relocation,	travel,	entertainment	and	bank	charges,	but	excludes	any	such	amounts	recorded	as	restructuring	charges.

The	following	table	provides	the	components	of	our	selling,	general	and	administrative	expenses	for	the	three	years	ended	December	31,	2012,	2011	and	2010	(in millions	of	dollars	and	as	a	percentage	of	revenue):

|  |  | 2012 |  | 2011 | 2010 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Salaries | $539.4 | 6.6% | $539.6 | 6.6% | $538.6 | 6.6% |
| Provision\tfor\tdoubtful\taccounts | 29.7 | 0.4 | 20.9 | 0.3 | 23.6 | 0.3 |
| Costs\tto\tachieve\tsynergies | — | — | — | — | 33.3 | 0.4 |
| Other | 251.8 | 3.1 | 264.9 | 3.2 | 262.5 | 3.3 |
| Total\tselling,\tgeneral\tand\n\t\t\tadministrative\texpenses | $820.9 | 10.1% | $825.4 | 10.1% | $858.0 | 10.6% |

The	cost	categories	shown	above	may	change	from	time	to	time	and	may	not	be	comparable	to	similarly	titled	categories	used	by	other	companies.	Thus,	you	should	take care	when	comparing	our	selling,	general	and	administrative	expenses	by	cost	component	to	that	of	other	companies.

# Selling,	General	and	Administrative	Expenses	–	2012	versus	2011

Our	salaries	expenses	decreased	$0.2	million	and	remained	consistent	as	a	percentage	of	revenue	for	2012	versus	2011.	The	decrease	is	primarily	due	to	lower management	incentive	pay	due	to	our	revised	financial	expectations	offset	by	merit	wage	increases	and	the	expansion	of	our	sales	team	in	the	second	half	of	2011.

Provision	for	doubtful	accounts	increased	due	to	an	increase	in	unrecoverable	amounts	from	certain	customers	and	the	recovery	during	2011	of	accounts	previously written-off.

Other	selling,	general	and	administrative	expenses	decreased	$13.1	million	or,	as	a	percentage	of	revenue,	0.1%	for	2012	versus	2011	primarily	as	a	result	of	a	decrease in	legal	fees	and	settlements	and	consulting	and	professional	fees	partially	offset	by	higher	recruiting	and	relocation	expenses.

# Selling,	General	and	Administrative	Expenses	–	2011	versus	2010

Our	selling,	general	and	administrative	expenses	decreased	$32.6	million	for	2011	versus	2010,	or	0.5%	as	a	percentage	of

revenue.	Selling,	general	and	administrative	expenses	include	an	accrual	for	synergy	bonus	related	to	the	Allied	acquisition	of	approximately	$33	million	in	2010.	In 2011,	we	did	not	incur	any	additional	costs	to	achieve	synergies.

# Negotiation	and	Withdrawal	Costs	-	Central	States	Pension	Fund

During	2012,	we	incurred	costs	related	to	the	negotiation	of	collective	bargaining	agreements	under	which	we	have	obligations	to	contribute	to	the	Central	States, Southeast	and	Southwest	Areas	Pension	Fund	(the	Fund)	and	charges	for	our	partial	withdrawal	from	the	Fund.	We	expect	to	incur	these	types	of	additional	charges	in 2013.	However,	at	this	time	we	are	unable	to	estimate	the	magnitude	or	timing	of	these	charges	for	2013.	During	2012,	we	recorded	a	charge	to	earnings	of	$35.8	million primarily	related	to	our	partial	withdrawal	from	the	Fund.	The	payments	associated	with	any	withdrawal	liability	ordinarily	would	be	due	in	installments	over	a	period	of 20	years,	and	the	payments	are	unlikely	to	be	material	to	our	cash	flow	in	any	particular	period.

# (Gain)	Loss	on	Disposition	of	Assets	and	Impairments,	Net

During	the	year	ended	December	31,	2012,	we	recorded	a	net	gain	on	disposition	of	assets	and	impairments	of	$2.7	million	primarily	due	to	a	$5.5	million	net	gain	on	a divestiture	of	a	collection	business	in	our	East	region	and	a	sale	of	certain	assets	associated	with	our	rail	logistics	business.	Proceeds	from	dispositions	of	solid	waste assets	were	$9.6	million	during	2012.

During	the	year	ended	December	31,	2011,	we	disposed	of	businesses	in	various	markets,	resulting	in	a	gain	of	$21.0	million	including	transaction	costs.	In	connection with	the	dispositions,	we	closed	a	landfill,	resulting	in	an	asset	impairment	charge	of	$28.7	million	for	the	remaining	landfill	assets	and	the	acceleration	of	capping, closure	and	post-closure	obligations.	Additionally,	we	recorded	asset	impairments	of	$20.4	million	primarily	related	to	certain	long-lived	assets	that	are	held	for	sale	and losses	on	the	divestiture	of	certain	businesses	and	related	goodwill.	Proceeds	from	dispositions	of	solid	waste	assets	were	$14.2	million	for	the	year	ended	December	31, 2011.

We	divested	certain	assets	throughout	2010	resulting	in	a	net	loss	on	disposition	of	assets	of	$4.0	million,	including	transaction	costs.	Additionally,	we	recorded	an impairment	loss	of	$15.1	million	related	to	certain	long-lived	assets	that	are	held	and	used.

# Restructuring	Charges

During	2012,	we	restructured	our	field	and	corporate	operations	to	create	a	more	efficient	and	competitive	company.	These	changes	include	consolidating	our	field regions	from	four	to	three	and	our	areas	from	28	to	20,	relocating	office	space,	and	reducing	administrative	staffing	levels.	During	2012,	we	incurred	$11.1	million	of restructuring	charges,	which	consisted	of	severance	and	other	employee	termination	benefits,	relocation	benefits,	and	the	closure	of	offices	with	lease	agreements	with non-cancellable	terms	ranging	from	2	to	5	years.	We	expect	to	incur	approximately	$15	million	of	additional	expense	during	2013	related	to	such	activities.	Substantially all	of	these	charges	were	or	will	be	recorded	in	our	corporate	segment	and	we	expect	the	remaining	charges	will	be	paid	primarily	during	2013.	We	expect	this restructuring	will	reduce	our	selling,	general	and	administrative	expenses	by	approximately	$23	million	annually.

During	2010,	we	incurred	$11.4	million	of	restructuring	and	integration	charges	related	to	the	integration	of	Allied,	which	consisted	of	charges	and	adjustments	for severance,	employee	termination	and	relocation	benefits.	The	remainder	of	the	charges	primarily	related	to	consulting	and	professional	fees.	Substantially	all	of	these charges	were	recorded	in	our	corporate	segment.	We	completed	our	restructuring	plan	in	2010,	and	we	did	not	incur	any	additional	restructuring	charges	related	to	the Allied	acquisition	in	2011.

# Interest	Expense

The	following	table	provides	the	components	of	interest	expense,	including	accretion	of	debt	discounts	and	accretion	of	discounts	primarily	associated	with environmental	and	self-funded	risk	insurance	liabilities	assumed	in	the	Allied	acquisition	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Interest\texpense\ton\tdebt\tand\tcapital\tlease\tobligations | $338.5 | $372.9 | $413.2 |
| Accretion\tof\tdebt\tdiscounts | 12.2 | 25.6 | 52.4 |
| Accretion\tof\tremediation\tand\trisk\treserves | 46.2 | 49.8 | 48.1 |
| Less:\tcapitalized\tinterest | (8.4) | (8.1) | (6.3) |
| Total\tinterest\texpense | $388.5 | $440.2 | $507.4 |

The	decrease	in	interest	expense	and	accretion	of	debt	discounts	is	primarily	due	to	refinancing	certain	of	our	higher	interest	rate	debt	following	the	Allied	acquisition.

# Loss	on	Extinguishment	of	Debt

The	following	table	summarizes	the	refinancing	transactions	that	resulted	in	cash	paid	for	premiums	and	professional	fees	to repurchase	outstanding	debt	as	well	as	the	non-cash	write-off	of	unamortized	debt	discounts	and	deferred	issuance	costs	for	the	years	ended	December	31,	2012,	2011, and	2010	(in	millions):

|  | Principal<br>Repaid | Cash	Paid	in<br>Loss	on<br>Extinguishment<br>of	Debt | Non-cash	Loss<br>on<br>Extinguishment<br>of	Debt | Total	Loss	on<br>Extinguishment<br>of	Debt |
| :--- | :--- | :--- | :--- | :--- |
| 2012: |  |  |  |  |
| Amendments\tto\tCredit\tFacilities | $— | $— | $1.5 | $1.5 |
| $750.0\tmillion\t6.875%\tsenior\tnotes\tdue\tJune\t2017 | 750.0 | 25.8 | 71.0 | 96.8 |
| Tax-exempt\tfinancings | 94.0 | — | 14.2 | 14.2 |
| Ineffective\tportion\tof\tinterest\trate\tlock\tsettlements | — | 0.1 | — | 0.1 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\tDecember\t31,\t2012 |  | $25.9 | $86.7 | $112.6 |
| 2011: |  |  |  |  |
| $600.0\tmillion\t7.125%\tsenior\tnotes\tdue\tMay\t2016 | $600.0 | $21.4 | $61.3 | $82.7 |
| $99.5\tmillion\t9.250%\tdebentures\tdue\tMay\t2021 | 64.2 | 24.2 | 3.8 | 28.0 |
| $360.0\tmillion\t7.400%\tdebentures\tdue\tSeptember\t2035 | 194.8 | 44.7 | 49.9 | 94.6 |
| Amendments\tto\tCredit\tFacilities | — | — | 1.7 | 1.7 |
| Ineffective\tportion\tof\tinterest\trate\tlock\tsettlements | — | 0.3 | — | 0.3 |
| Tax-exempt\tfinancings | 30.0 | — | 3.5 | 3.5 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\tDecember\t31,\t2011 |  | $90.6 | $120.2 | $210.8 |
| 2010: |  |  |  |  |
| $425.0\tmillion\t6.125%\tsenior\tnotes\tdue\tFebruary\t2014 | $425.0 | $8.7 | $44.1 | $52.8 |
| $600.0\tmillion\t7.250%\tsenior\tnotes\tdue\tMarch\t2015 | 600.0 | 21.8 | 57.5 | 79.3 |
| Accounts\treceivable\tsecuritization\tprogram | 300.0 | — | 0.2 | 0.2 |
| Tax-exempt\tfinancings | 480.3 | — | 28.5 | 28.5 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\tDecember\t31,\t2010 |  | $30.5 | $130.3 | $160.8 |

# Income	Taxes

Our	provision	for	income	taxes	was	$251.8	million,	$317.4	million	and	$369.5	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	Our effective	income	tax	rate	was	30.6%,	35.0%	and	42.1%	for	2012,	2011	and	2010,	respectively.	Our	2012	effective	tax	rate	was	favorably	impacted	by	the	settlement	with the	IRS	appeals	division	of	Allied's	federal	tax	years	2004	-	2008.	This	settlement	benefited	our	2012	tax	provision	by	approximately	$35	million	due	to	the	reversals	of previously	accrued	tax	and	interest.	In	2011,	our	effective	tax	rate	was	favorably	impacted	by	the	settlement	with	the	IRS	appeals	division	of	Allied's	federal	tax	years 2000	-	2003.	This	settlement	favorably	impacted	our	2011	tax	provision	by	approximately	$23	million	due	to	reversals	of	previously	accrued	tax	and	interest.

In	addition,	our	2012	and	2011	tax	provisions	were	favorably	impacted	by	the	realization	of	tax	credits	and	lower	state	rates	due	to	changes	in	estimates	of	approximately $16	million	and	$19	million,	respectively.

During	2012,	we	did	not	dispose	of	any	goodwill	without	corresponding	tax	basis.	During	2011	and	2010,	we	incurred	charges	of	$7.1	million	and	$13.1	million, respectively,	for	dispositions	of	goodwill	that	had	no	corresponding	tax	basis,	and	thus,	were	non-deductible	for	tax	purposes.

We	made	income	tax	payments	(net	of	refunds	received)	of	$185	million,	$173	million	and	$418	million	for	2012,	2011	and	2010,	respectively.	Income	taxes	paid	in 2012	and	2011	reflect	the	favorable	tax	depreciation	provisions	of	the	Tax	Relief,	Unemployment	Insurance	Reauthorization,	and	Job	Creation	Act	of	2010	(Tax	Relief Act)	that	was	signed	into	law	in	December	2010.	The	Tax	Relief	Act	included	100%	bonus	depreciation	for	property	placed	in	service	after	September	8,	2010	and through	December	31,	2011	(and	for	certain	long-term	construction	projects	to	be	placed	in	service	in	2012)	and	50%	bonus	depreciation	for	property	placed	in	service	in 2012	(and	for	certain	long-term	construction	projects	to	be	placed	in	service	in	2013).	Income	taxes	paid	in	2010	includes	$111	million	related	to	the	settlement	of certain	tax	liabilities	regarding

# BFI	risk	management	companies.

For	additional	discussion	and	detail	regarding	our	income	taxes,	see	Note	10,	Income	Taxes,	to	our	consolidated	financial	statements	in	Item	8	of	this	Form	10-K.

# Reportable	Segments

Our	operations	are	managed	through	three	geographic	regions	that	we	designate	as	our	reportable	segments.	The	historical	results,	discussion	and	presentation	of	our reportable	segments	as	set	forth	in	our	consolidated	financial	statements	for	all	periods	presented	reflect	the	impact	of	the	realignment	of	our	operating	structure	in	the fourth	quarter	of	2012.	Summary	financial	information	concerning	our	reportable	segments	for	the	years	ended	December	31,	2012,	2011	and	2010	is	shown	in	the following	table	(in	millions	of	dollars	and	as	a	percentage	of	revenue):

|  | Net<br>Revenue | Depletion	and<br>Accretion	Before<br>Adjustments	for<br>Asset		Retirement<br>Obligations | Amortization<br>Expense<br>for	Asset<br>Retirement<br>Obligations | Depreciation,<br>Amortization,<br>Depletion	and<br>Accretion | Gain	(Loss)	on<br>Disposition	of<br>Assets	and<br>Impairments,	Net | Operating<br>Income<br>(Loss) | Operating<br>Margin |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2012: |  |  |  |  |  |  |  |
| East | $2,445.8 | $247.6 | $(3.0) | $244.6 | $5.3 | $474.6 | 19.4% |
| Central | 2,424.8 | 289.6 | (4.6) | 285.0 | (0.3) | 474.5 | 19.6 |
| West | 3,158.0 | 333.5 | (0.8) | 332.7 | 0.1 | 685.9 | 21.7 |
| Corporate\tentities | 89.7 | 51.3 | 13.3 | 64.6 | (2.4) | (314.4) | — |
| Total | $8,118.3 | $922.0 | $4.9 | $926.9 | $2.7 | $1,320.6 | 16.3% |
| 2011: |  |  |  |  |  |  |  |
| East | $2,525.7 | $248.8 | $(2.3) | $246.5 | $(23.2) | $550.7 | 21.8% |
| Central | 2,430.3 | 294.1 | (17.0) | 277.1 | (0.7) | 529.3 | 21.8 |
| West | 3,139.1 | 337.3 | (1.5) | 335.8 | (5.4) | 735.9 | 23.4 |
| Corporate\tentities | 97.8 | 51.0 | 11.2 | 62.2 | 1.2 | (263.2) | — |
| Total | $8,192.9 | $931.2 | $(9.6) | $921.6 | $(28.1) | $1,552.7 | 19.0% |
| 2010: |  |  |  |  |  |  |  |
| East | $2,535.0 | $245.4 | $(9.0) | $236.4 | $(15.5) | $594.4 | 23.4% |
| Central | 2,359.0 | 289.7 | (10.2) | 279.5 | 9.3 | 547.3 | 23.2 |
| West | 3,114.3 | 337.4 | (4.5) | 332.9 | 1.4 | 745.8 | 23.9 |
| Corporate\tentities | 98.3 | 51.9 | 13.5 | 65.4 | (14.3) | (348.4) | — |
| Total | $8,106.6 | $924.4 | $(10.2) | $914.2 | $(19.1) | $1,539.1 | 19.0% |

Corporate	entities	include	legal,	tax,	treasury,	information	technology,	risk	management,	human	resources,	closed	landfills,	and	other	typical	administrative	functions. National	Accounts	revenue	included	in	corporate	entities	represents	the	portion	of	revenue	generated	from	nationwide	contracts	in	markets	outside	our	operating	areas, where	the	associated	waste	handling	services	are	subcontracted	to	local	operators.	Consequently,	substantially	all	of	this	revenue	is	offset	with	related	subcontract	costs, which	are	recorded	in	cost	of	operations.

Significant	changes	in	the	revenue	and	operating	margins	of	our	reportable	segments	comparing	2012	to	2011	and	2011	to	2010	are	discussed	in	the	following paragraphs.

# East	Region

Revenue	for	the	year	ended	December	31,	2012	declined	3.2%	due	primarily	to	declines	in	volume	in	our	collection,	landfill	and	transfer	station	lines	of	business, coupled	with	lower	recycling	commodity	revenue	and	price	decreases	in	our	collection	line	of	business.	The	volume	declines	were	primarily	due	to	the	loss	of	a	large National	Accounts	contract	and	the	loss	of	certain	disposal	contracts.	These	decreases	were	partially	offset	by	price	increases	in	the	landfill	and	transfer	station	lines	of business	for	2012.

Operating	income	margin	in	our	East	Region	decreased	from	21.8%	in	2011	to	19.4%	in	2012	or	2.4%.	In	addition	to	the	impact	of	the	decrease	in	revenue,	the following	cost	categories	impacted	operating	income:

•Cost	of	operations	negatively	impacted	operating	income	due	to	higher	labor	and	benefits,	fuel	and	repair	and	maintenance	costs.	Environmental	costs	increased primarily	due	to	higher	leachate	disposal	costs,	third	party	survey	and	engineering	costs	and	other	landfill	maintenance.	These	unfavorable	items	were	partially offset	by	favorable	transfer,	disposal,	subcontract	and	transportation	costs	primarily	due	to	lower	disposal	prices	and	volumes.	In	addition,	cost	of	goods	sold declined	primarily	due	to	lower	market	value	of	recycled	commodities	offset	by	an	increase	in	volume	of	commodities	sold.

•Depreciation,	amortization,	depletion	and	accretion	favorably	impacted	operating	income	primarily	due	to	favorable	adjustments	for	asset	retirement	obligations	of $3.0	million	in	2012	versus	$2.3	million	in	2011.

•Selling,	general	&	administrative	costs	decreased	operating	income	primarily	due	to	wage	increases,	higher	legal	fees	and	settlements	and	higher	provision	for doubtful	accounts.

•Gain	(loss)	on	disposition	of	assets	and	impairments,	net	had	a	favorable	impact	on	operating	income	in	2012	versus	2011	primarily	due	to	a	$5.5	million	net	gain on	the	divestiture	of	a	collection	business	and	the	sale	of	certain	assets	associated	with	our	rail	logistics	business	in	2012.	During	2011,	we	disposed	of	businesses	in three	markets	resulting	in	a	net	gain	of	$17.3	million.	In	connection	with	the	disposition	of	these	businesses,	we	closed	a	landfill	site	resulting	in	an	asset	impairment charge	of	$28.7	million	for	the	remaining	landfill	assets	and	the	acceleration	of	capping,	closure	and	post-closure	costs.	In	addition,	in	2011	we	recorded	asset impairments	of	$12.3	million	primarily	related	to	certain	long-lived	assets	that	were	held	for	sale.

# Central	Region

Revenue	for	the	year	ended	December	31,	2012	declined	0.2%	primarily	due	to	a	decline	in	volumes	in	our	transfer	station	and	landfill	lines	of	business	and	a	decline	in recycling	commodity	revenue	as	a	result	of	decreases	in	commodity	prices.	The	volume	declines	were	primarily	due	to	the	loss	of	a	large	National	Accounts	contract	and special	waste	event	work	not	recurring	in	2012.	These	decreases	were	partially	offset	by	an	increase	in	core	price	growth	in	all	lines	of	business	and	volume	increases	in all	collection	lines	of	business	for	the	year	ended	December	31,	2012.

Operating	income	margin	in	our	Central	Region	decreased	from	21.8%	in	2011	to	19.6%	in	2012	or	2.2%	primarily	as	a	result	of	the	following:

•Cost	of	operations	negatively	impacted	operating	income	due	to	higher	labor	and	benefits,	fuel	and	repair	and	maintenance	costs.	Environmental	costs	increased primarily	due	to	higher	gas	maintenance	and	third	party	survey	and	engineering	costs.	These	unfavorable	items	were	partially	offset	by	favorable	cost	of	goods	sold primarily	due	to	a	decline	in	market	value	of	recycled	commodities	offset	by	an	increase	in	volume	of	commodities	sold.

•Depreciation,	amortization,	depletion	and	accretion	unfavorably	impacted	operating	income	primarily	due	to	favorable	adjustments	for	asset	retirement	obligations of	$4.6	million	in	2012	compared	to	$17.0	million	in	2011.

# West	Region

Revenue	for	the	year	ended	December	31,	2012	increased	0.6%	due	to	an	increase	in	core	price	in	all	lines	of	business	and	an	increase	in	volumes	in	our	commercial	and industrial	collection	lines	of	business.	These	increases	were	partially	offset	by	a	decline	in	volumes	in	our	residential	collection,	landfill	and	transfer	station	lines	of business	as	well	as	lower	recycling	commodity	revenue.	The	volume	declines	in	our	landfill	line	of	business	were	primarily	due	to	competitive	disposal	pricing	and special	waste	event	work	not	recurring	in	2012.

Operating	income	margin	in	our	West	Region	decreased	from	23.4%	in	2011	to	21.7%	in	2012	or	1.7%	primarily	as	a	result	of	the	following:

•Cost	of	operations	negatively	impacted	operating	income	due	to	higher	labor	and	benefits,	fuel,	franchise	fees	and	repair	and	maintenance	costs.	Cost	of	operations was	higher	as	a	percent	of	revenue	in	part	due	to	lower	special	waste	event	work	in	2012,	which	has	a	lower	operating	cost	associated	with	it.	Environmental	costs increased	primarily	due	to	a	$7.2	million	charge	recorded	in	connection	with	environmental	conditions	at	our	closed	disposal	facility	in	Nevada.

•Depreciation,	amortization,	depletion	and	accretion	favorably	impacted	operating	income	primarily	due	to	lower	landfill volumes.

•Selling,	general	&	administrative	costs	contributed	to	a	decrease	in	operating	income	primarily	due	to	increased	legal	fees	and settlements.

•Gain	(loss)	on	disposition	of	assets	and	impairments,	net	favorably	impacted	2012	operating	income	as	compared	to	2011	primarily	as	a	result	of	prior	year	asset impairments	of	$7.2	million	for	expected	losses	on	the	divestiture	of	certain	businesses.	These	assets	were	subsequently	sold	in	the	third	quarter	of	2011	resulting	in no	further	loss.	Offsetting	this	2011	impairment	expense	was	a	$1.7	million	gain	on	sale	recorded	in	connection	with	a	separate	business	disposition.

# Corporate	Entities

During	the	year	ended	December	31,	2012,	the	corporate	entities	had	an	operating	loss	of	$314.4	million	versus	a	loss	of	$263.2	million	for	2011.

The	operating	loss	for	the	year	ended	December	31,	2012	was	favorably	impacted	by	lower	management	incentive	pay,	lower	legal	fees	and	lower	consulting	expenses. These	favorable	adjustments	were	more	than	offset	by	unfavorable	remediation	adjustments	due	to	a	$74.1	million	charge	recorded	in	connection	with	environmental conditions	at	a	closed	disposal	facility	in	Missouri	and	adjustments	to	asset	retirement	obligations	totaling	$13.3	million	at	other	closed	landfills.	In	addition,	during	2012 we	recorded	a	charge	to	earnings	of	$35.8	million	primarily	related	to	our	partial	withdrawal	from	Central	States	Pension	Fund.

In	October	2012,	we	restructured	our	field	and	corporate	operations	to	create	a	more	efficient	and	competitive	company.	We	incurred	$11.1	million	of	restructuring charges	that	consisted	of	severance	and	other	employee	termination	benefits,	relocation	benefits,	and	the	closure	of	offices	with	lease	agreements	with	non-cancellable terms	ranging	from	2	to	5	years.

Revenue	for	the	year	ended	December	31,	2011	declined	0.4%	primarily	due	to	volume	decreases	offset	by	increases	in	core	price,	recycling	commodity	revenue	and fuel	recovery	fees.	In	addition,	revenue	for	2011	declined	as	a	result	of	business	divestitures.

•Cost	of	operations	negatively	impacted	operating	income	due	primarily	to	higher	fuel,	cost	of	goods	sold	related	to	commodities	and	maintenance	costs.	These unfavorable	items	were	partially	offset	by	lower	disposal,	subcontract	and	transportation	costs	as	well	as	lower	labor	and	related	benefit	costs.

•Depreciation,	amortization,	depletion	and	accretion	unfavorably	impacted	operating	income	primarily	due	to	lower	favorable	adjustments	to	landfill	amortization expense	for	asset	retirement	obligations	of	$2.3	million	in	2011	compared	to	$9.0	million	in	2010.

•During	2011	we	disposed	of	businesses	in	three	markets	in	our	East	Region	resulting	in	a	net	gain	of	$17.3	million.	In	connection	with	the	disposition	of	these businesses,	we	closed	a	landfill	resulting	in	an	asset	impairment	charge	of	$28.7	million	for	the	remaining	landfill	assets	and	the	acceleration	of	capping,	closure and	post-closure	costs.	In	addition,	we	recorded	asset	impairments	of	$12.3	million	primarily	related	to	certain	long-lived	assets	that	are	held	for	sale.	During	2010, we	divested	hauling	operations	and	three	transfer	stations	in	New	York	for	aggregate	proceeds	of	approximately	$58.5	million	and	recognized	a	loss	on	disposition of	$13.9	million	including	costs	to	sell.

Revenue	for	the	year	ended	December	31,	2011	increased	3.0%	due	to	core	price	and	fuel	recovery	fee	growth	and	an	increase	in	recycling	commodity	revenue.	These increases	were	partially	offset	by	volume	declines	in	our	residential	collection,	transfer	station	and	disposal	lines	of	business,	in	part	due	to	the	expiration	of	the	City	of Toronto	transportation	and	disposal	contract.

•Cost	of	operations	negatively	impacted	operating	income	due	to	higher	fuel,	cost	of	goods	sold	related	to	commodities,	labor	and	related	benefits	and	maintenance costs.	These	unfavorable	items	were	partially	offset	by	lower	transfer,	disposal,	subcontract	and	transportation	costs	primarily	due	to	the	expiration	of	the transportation	and	disposal	contract	with	the	City	of	Toronto	on	December	31,	2010.

•Depreciation,	amortization,	depletion	and	accretion	favorably	impacted	operating	income	primarily	due	to	favorable	adjustments	to	landfill	amortization	expense	for asset	retirement	obligations	of	$17.0	million	in	2011	compared	to	$10.2	million	in	2010.

•Gain	(loss)	on	disposition	of	assets	and	impairments,	net	negatively	impacted	2011	operating	income	as	compared	to	2010	primarily	as	a	result	of	the	gain	on disposition	of	assets	of	$9.3	million	in	2010	compared	to	a	loss	of	$0.7	million	in	2011.

Revenue	for	the	year	ended	December	31,	2011	increased	0.8%	due	to	core	price	and	fuel	recovery	fee	growth	and	an	increase	in	recycling	commodity	revenues.	The increases	were	partially	offset	by	volume	declines	in	all	lines	of	business,	primarily	due	to	the	expiration	of	our	San	Mateo	County	contract.

•Cost	of	operations	negatively	impacted	operating	income	due	primarily	to	higher	fuel	and	cost	of	goods	sold	related	to	commodities.	These	decreases	were	partially offset	by	lower	labor,	benefit	and	disposal	costs	due	to	the	expiration	of	our	San	Mateo	County	contract	on	December	31,	2010.

•Depreciation,	amortization,	depletion	and	accretion	unfavorably	impacted	operating	income	primarily	due	to	lower	favorable	adjustments	to	landfill	amortization expense	for	asset	retirement	obligations	of	$1.6	million	in	2011	compared	to	$4.5	million	in	2010.

•Gain	(loss)	on	disposition	of	assets	and	impairments,	net	negatively	impacted	2011	operating	income	as	compared	to	2010	primarily	as	a	result	of	a	$5.4	million	net loss	on	disposition	and	impairment	recorded	in	2011	versus	a	$1.4	million	gain	recorded	during	2010.	During	2011,	we	recorded	asset	impairments	of	$7.2	million for	expected	losses	on	the	divestiture	of	certain	businesses	and	related	goodwill.	These	assets	were	subsequently	sold	in	the	third	quarter	of	2011	resulting	in	no further	loss.	Offsetting	this	2011	impairment	expense	was	a	$1.7	million	gain	on	sale	recorded	in	connection	with	a	separate	business	disposition.

During	the	year	ended	December	31,	2011,	the	corporate	entities	had	operating	losses	of	$263.2	million	versus	$348.4	million	for	2010.

During	2011,	we	recorded	a	gain	on	the	disposition	of	assets	and	impairments	of	$1.2	million	versus	an	impairment	loss	of	$14.4	million	related	to	certain	long-lived assets	that	were	held	and	used	for	2010.

During	2010,	we	incurred	$33.3	million	of	incremental	costs	to	achieve	our	synergy	plan	and	$11.4	million	of	restructuring	and	integration	charges	related	to	our acquisition	of	Allied.	Operating	margins	for	2010	also	were	impacted	by	higher	litigation	and	management	incentive	plan	costs.

# Landfill	and	Environmental	Matters

Our	landfill	costs	include	daily	operating	expenses,	costs	of	capital	for	cell	development,	costs	for	final	capping,	closure	and	post-closure,	and	the	legal	and administrative	costs	of	ongoing	environmental	compliance.	Daily	operating	expenses	include	leachate	treatment	and	disposal,	methane	gas	and	groundwater	monitoring and	system	maintenance,	interim	cap	maintenance,	and	costs	associated	with	applying	daily	cover	materials.	We	expense	all	indirect	landfill	development	costs	as	they are	incurred.	We	use	life	cycle	accounting	and	the	units-of-consumption	method	to	recognize	certain	direct	landfill	costs	related	to	landfill	development.	In	life	cycle accounting,	certain	direct	costs	are	capitalized	and	charged	to	depletion	expense	based	on	the	consumption	of	cubic	yards	of	available	airspace.	These	costs	include	all costs	to	acquire	and	construct	a	site,	including	excavation,	natural	and	synthetic	liners,	construction	of	leachate	collection	systems,	installation	of	methane	gas	collection and	monitoring	systems,	installation	of	groundwater	monitoring	wells,	and	other	costs	associated	with	acquiring	and	developing	the

site.	Obligations	associated	with	final	capping,	closure	and	post-closure	are	capitalized	and	amortized	on	a	units-of-consumption	basis	as	airspace	is	consumed.

Cost	and	airspace	estimates	are	developed	at	least	annually	by	engineers.	Our	operating	and	accounting	personnel	use	these	estimates	to	adjust	the	rates	we	use	to expense	capitalized	costs.	Changes	in	these	estimates	primarily	relate	to	changes	in	costs,	available	airspace,	inflation	and	applicable	regulations.	Changes	in	available airspace	include	changes	in	engineering	estimates,	changes	in	design	and	changes	due	to	the	addition	of	airspace	lying	in	expansion	areas	that	we	believe	have	a probable	likelihood	of	being	permitted.

# Available	Airspace

The	following	tables	reflect	landfill	airspace	activity	for	active	landfills	owned	or	operated	by	us	for	the	years	ended	December	31,	2012,	2011	and	2010:

Changes	in	engineering	estimates	typically	include	modifications	to	the	available	disposal	capacity	of	a	landfill	based	on	a	refinement	of	the	capacity	calculations resulting	from	updated	information.

As	of	December	31,	2012,	we	owned	or	operated	191	active	solid	waste	landfills	with	total	available	disposal	capacity	estimated	to	be	4.8	billion	in-place	cubic	yards. Total	available	disposal	capacity	represents	the	sum	of	estimated	permitted

airspace	plus	an	estimate	of	probable	expansion	airspace.	Engineers	develop	these	estimates	at	least	annually	using	information	provided	by	annual	aerial	surveys.	As	of December	31,	2012,	total	available	disposal	capacity	is	estimated	to	be	4.6	billion	in-place	cubic	yards	of	permitted	airspace	plus	0.2	billion	in-place	cubic	yards	of probable	expansion	airspace.	Before	airspace	included	in	an	expansion	area	is	determined	to	be	probable	expansion	airspace	and,	therefore,	included	in	our	calculation of	total	available	disposal	capacity,	it	must	meet	all	of	our	expansion	criteria.	See	Note	2,	Summary	of	Significant	Accounting	Policies,	and	Note	8,	Landfill	and Environmental	Costs,	to	our	consolidated	financial	statements	in	Item	8	of	this	Form	10-K	for	further	information.

As	of	December	31,	2012,	ten	of	our	landfills	met	all	of	our	criteria	for	including	their	probable	expansion	airspace	in	their	total	available	disposal	capacity.	At	projected annual	volumes,	these	landfills	have	an	estimated	remaining	average	site	life	of	55	years,	including	probable	expansion	airspace.	The	average	estimated	remaining	life of	all	of	our	landfills	is	64	years.	We	have	other	expansion	opportunities	that	are	not	included	in	our	total	available	airspace	because	they	do	not	meet	all	of	our	criteria for	probable	expansion	airspace.

The	following	table	reflects	the	estimated	operating	lives	of	our	active	landfill	sites	based	on	available	and	probable	disposal	capacity	using	current	annual	volumes	as	of December	31,	2012:

|  | Number<br>of		Sites<br>without<br>Probable<br>Expansion<br>Airspace | Number<br>of		Sites<br>with<br>Probable<br>Expansion<br>Airspace | Total<br>Sites | Percent<br>of<br>Total |
| :--- | :--- | :--- | :--- | :--- |
| 0\tto\t5\tyears | 14 | — | 14 | 7.3% |
| 6\tto\t10\tyears | 17 | — | 17 | 8.9 |
| 11\tto\t20\tyears | 36 | 1 | 37 | 19.4 |
| 21\tto\t40\tyears | 45 | 3 | 48 | 25.1 |
| 41+\tyears | 69 | 6 | 75 | 39.3 |
| Total | 181 | 10 | 191 | 100.0% |

# Final	Capping,	Closure	and	Post-Closure	Costs

As	of	December	31,	2012,	accrued	final	capping,	closure	and	post-closure	costs	were	$1,052.4	million,	of	which	$110.4	million	is	current	and	$942.0	million	is	long- term	as	reflected	in	our	consolidated	balance	sheets	in	accrued	landfill	and	environmental	costs.

# Remediation	and	Other	Charges	for	Landfill	Matters

In	December	2009,	we	finalized	our	purchase	price	allocation	for	the	environmental	liabilities	we	assumed	as	part	of	the	Allied	acquisition.	These	liabilities	represent our	estimate	of	costs	to	remediate	sites	that	were	previously	owned	or	operated	by	Allied	or	sites	at	which	Allied,	or	a	predecessor	company	that	it	had	acquired,	had been	identified	as	a	potentially	responsible	party.	The	remediation	of	these	sites	is	in	various	stages	of	completion	from	having	received	an	initial	notice	from	a regulatory	agency	and	commencing	investigation	to	being	in	the	final	stages	of	post	remedial	monitoring.	See	also	Note	2,	Summary	of	Significant	Accounting	Policies	– Environmental	Remediation	Liabilities,	to	our	consolidated	financial	statements	in	Item	8	of	this	Form	10-K	for	further	information.	We	have	recorded	these	liabilities	at their	estimated	fair	values	using	a	discount	rate	of	9.75%.	Discounted	liabilities	are	accreted	to	interest	expense	through	the	period	that	they	are	paid.

The	following	is	a	discussion	of	certain	of	our	significant	remediation	matters:

Missouri	Closed	Landfill.		During	2012,	we	encountered	certain	environmental	issues	at	a	closed	landfill	in	Missouri.		During	2012,	we	recorded	a	charge	of	$74.1 million	to	manage	the	remediation	area	as	well	as	future	monitoring	of	the	site.		The	remediation	liability	for	this	site	is	$64.2	million	as	of	December	31,	2012,	of	which $14.5	million	is	expected	to	be	paid	during	2013.		We	believe	the	reasonably	possible	range	of	loss	for	remediation	costs	is	$50	million	to	$240	million.

Countywide	Landfill.	In	September	2009,	Republic	Services	of	Ohio	II,	LLC	entered	into	Final	Findings	and	Orders	with	the	Ohio	Environmental	Protection	Agency that	require	us	to	implement	a	comprehensive	operation	and	maintenance	program	to	manage	the	remediation	area	at	the	Countywide	Recycling	and	Disposal	Facility (Countywide).	The	remediation	liability	for	Countywide	recorded	as	of	December	31,	2012	is	$52.4	million,	of	which	$4.4	million	is	expected	to	be	paid	during	2013. We	believe	the	reasonably	possible	range	of	loss	for	remediation	costs	is	$50	million	to	$71	million.

Congress	Landfill.	In	August	2010,	Congress	Development	Company	agreed	with	the	State	of	Illinois	to	have	a	Final	Consent	Order	(Final	Order)	entered	by	the	Circuit Court	of	Illinois,	Cook	County.	Pursuant	to	the	Final	Order,	we	have	agreed	to	continue	to	implement	certain	remedial	activities	at	the	Congress	Landfill.	The remediation	liability	recorded	as	of	December	31,	2012	is	$83.4	million,	of	which	$7.5	million	is	expected	to	be	paid	during	2013.	We	believe	the	reasonably	possible range	of	loss	for	remediation	costs	is	$53	million	to	$153	million.

# Investment	in	Landfills

The	following	tables	reflect	changes	in	our	investment	in	landfills	for	the	years	ended	December	31,	2012,	2011	and	2010	and	the	future	expected	investment	as	of December	31,	2012	(in	millions):

|  | Balance<br>as	of<br>December	31,<br>2010 | Capital<br>Additions | Retirements | Acquisitions<br>Net	of<br>Divestitures | Non-cash<br>Additions<br>for	Asset<br>Retirement<br>Obligations | Additions<br>Charged<br>to<br>Expense | Impairments,<br>Transfers<br>and<br>Other<br>Adjustments | Adjustments<br>for<br>Asset<br>Retirement<br>Obligations | Balance<br>as	of<br>December	31,<br>2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Non- |  |  |  |  |  |  |  |  |  |
| depletable |  |  |  |  |  |  |  |  |  |
| \t\t\tlandfill\tland | $158.0 | $3.1 | $— | $— | $— | $— | $0.7 | $— | $161.8 |
| Landfill |  |  |  |  |  |  |  |  |  |
| \t\t\tdevelopment |  |  |  |  |  |  |  |  |  |
| costs | 4,575.2 | 2.8 | — | 8.7 | 33.9 | — | 173.7 | (31.0) | 4,763.3 |
| Construction- |  |  |  |  |  |  |  |  |  |
| in- |  |  |  |  |  |  |  |  |  |
| \t\t\tprogress\t- |  |  |  |  |  |  |  |  |  |
| landfill | 133.2 | 272.5 | — | (0.4) | — | — | (218.0) | — | 187.3 |
| Accumulated |  |  |  |  |  |  |  |  |  |
| \t\t\tdepletion |  |  |  |  |  |  |  |  |  |
| and |  |  |  |  |  |  |  |  |  |
| \t\t\tamortization | (1,504.6) | — | — | 0.5 | — | (264.5) | 23.0 | 9.9 | (1,735.7) |
| Net\ninvestment\tin\n\t\t\tlandfill\tland\nand\n\t\t\tdevelopment\ncosts | $3,361.8 | $278.4 | $— | $8.8 | $33.9 | $(264.5) | $(20.6) | $(21.1) | $3,376.7 |

|  | Balance<br>as	of<br>December	31,<br>2009 | Capital<br>Additions | Retirements | Acquisitions<br>Net	of<br>Divestitures | Non-cash<br>Additions<br>for	Asset<br>Retirement<br>Obligations | Additions<br>Charged<br>to<br>Expense | Impairments,<br>Transfers<br>and<br>Other<br>Adjustments | Adjustments<br>for<br>Asset<br>Retirement<br>Obligations | Balance<br>as	of<br>December	31,<br>2010 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Non-depletable\n\t\t\tlandfill\tland | $142.7 | $1.3 | $— | $(1.7) | $— | $— | $15.7 | $— | $158.0 |
| Landfill\n\t\t\tdevelopment\tcosts | 4,230.9 | 15.4 | 0.2 | (13.9) | 31.5 | — | 337.6 | (26.5) | 4,575.2 |
| Construction-in-\n\t\t\tprogress\t-\tlandfill | 245.1 | 250.7 | (0.1) | 0.1 | — | — | (362.6) | — | 133.2 |
| Accumulated |  |  |  |  |  |  |  |  |  |
| \t\t\tdepletion\tand |  |  |  |  |  |  |  |  |  |
| \t\t\tamortization | (1,275.4) | — | — | 19.6 | — | (258.9) | — | 10.1 | (1,504.6) |
| Net\tinvestment\tin |  |  |  |  |  |  |  |  |  |
| \t\t\tlandfill\tland\tand |  |  |  |  |  |  |  |  |  |
| \t\t\tdevelopment\tcosts | $3,343.3 | $267.4 | $0.1 | $4.1 | $31.5 | $(258.9) | $(9.3) | $(16.4) | $3,361.8 |

The	following	table	reflects	our	net	investment	in	our	landfills,	excluding	non-depletable	land,	and	our	depletion,	amortization	and	accretion	expense	for	the	years	ended December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Number\tof\tlandfills\towned\tor\toperated | 191 | 191 | 193 |
| Net\tinvestment,\texcluding\tnon-depletable\tland\t(in\tmillions) | $3,256.1 | $3,214.9 | $3,203.8 |
| Total\testimated\tavailable\tdisposal\tcapacity\t(in\tmillions\tof\tcubic\tyards) | 4,822.9 | 4,788.3 | 4,744.6 |
| Net\tinvestment\tper\tcubic\tyard | $0.68 | $0.67 | $0.68 |
| Landfill\tdepletion\tand\tamortization\texpense\t(in\tmillions) | $257.6 | $255.5 | $250.6 |
| Accretion\texpense\t(in\tmillions) | 78.4 | 78.0 | 80.5 |
|  | 336.0 | 333.5 | 331.1 |
| Airspace\tconsumed\t(in\tmillions\tof\tcubic\tyards) | 73.6 | 79.9 | 84.3 |
| Depletion,\tamortization\tand\taccretion\texpense\tper\tcubic\tyard\tof\tairspace\tconsumed | $4.57 | $4.17 | $3.93 |

During	2012,	our	average	compaction	rate	was	approximately	2,000	pounds	per	cubic	yard	based	on	our	three-year	historical	moving	average	as	compared	to	1,900 pounds	per	cubic	yard	for	2011.	Our	compaction	rates	may	improve	as	a	result	of	the	settlement	and	decomposition	of	waste.

As	of	December	31,	2012,	we	expect	to	spend	an	estimated	additional	$7.2	billion	on	existing	landfills,	primarily	related	to	cell	construction	and	environmental structures,	over	their	expected	remaining	lives.	Our	total	expected	investment,	excluding	non-depletable	land,	estimated	to	be	$10.5	billion,	or	$2.17	per	cubic	yard,	is used	in	determining	our	depletion	and	amortization	expense	based	on	airspace	consumed	using	the	units-of-consumption	method.

The	following	tables	reflect	the	activity	in	our	property	and	equipment	accounts	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions):

# Gross	Property	and	Equipment

|  |  |  |  | Gross	Property	and	Equipment | Gross	Property	and	Equipment |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2011 | Capital\nAdditions | Retirements | Acquisitions,\nNet\tof\nDivestitures | Non-Cash\nAdditions\nfor\tAsset\nRetirement\nObligations | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2012 |
| Other\tland | $375.1 | $— | $(1.9) | $3.7 | $— | $— | $— | $376.9 |
| Non-depletable\tlandfill\tland | 161.8 | 3.3 | (0.3) | — | — | — | 1.2 | 166.0 |
| Landfill\tdevelopment\tcosts | 4,763.3 | 8.0 | — | (0.3) | 33.8 | (4.6) | 217.8 | 5,018.0 |
| Vehicles\tand\tequipment | 4,515.1 | 478.1 | (98.7) | 12.5 | — | — | 39.4 | 4,946.4 |
| Buildings\tand\timprovements | 802.8 | 30.7 | (14.3) | 7.4 | — | — | 37.6 | 864.2 |
| Construction-in-progress\t- |  |  |  |  |  |  |  |  |
| \t\t\tlandfill | 187.3 | 263.2 | — | — | — | — | (316.0) | 134.5 |
| Construction-in-progress\t-\n\t\t\tother | 47.3 | 83.4 | — | — | — | — | (77.4) | 53.3 |
| Total | $10,852.7 | $866.7 | $(115.2) | $23.3 | $33.8 | $(4.6) | $(97.4) | $11,559.3 |

# Accumulated	Depreciation,	Amortization	and	Depletion

|  |  |  | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2011 | Additions\nCharged\nto\nExpense | Retirements | Acquisitions,\nNet\tof\nDivestitures | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2012 |
| Landfill\tdevelopment\tcosts | $(1,735.7) | $(252.7) | $— | $0.3 | $(4.7) | $96.4 | $(1,896.4) |
| Vehicles\tand\tequipment | (2,119.1) | (486.6) | 91.6 | 1.5 | — | 0.3 | (2,512.3) |
| Buildings\tand\timprovements | (205.6) | (37.0) | 2.2 | 0.3 | — | (0.2) | (240.3) |
| Total | $(4,060.4) | $(776.3) | $93.8 | $2.1 | $(4.7) | $96.5 | $(4,649.0) |

|  |  |  |  | Gross	Property	and	Equipment | Gross	Property	and	Equipment |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2010 | Capital\nAdditions | Retirements | Acquisitions,\nNet\tof\nDivestitures | Non-Cash\nAdditions\nfor\tAsset\nRetirement\nObligations | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2011 |
| Other\tland | $391.9 | $0.8 | $(1.9) | $(1.1) | $— | $— | $(14.6) | $375.1 |
| Non-depletable\tlandfill\tland | 158.0 | 3.1 | — | — | — | — | 0.7 | 161.8 |
| Landfill\tdevelopment\tcosts | 4,575.2 | 2.8 | — | 8.7 | 33.9 | (31.0) | 173.7 | 4,763.3 |
| Vehicles\tand\tequipment | 4,142.1 | 522.0 | (178.8) | 1.3 | — | — | 28.5 | 4,515.1 |
| Buildings\tand\timprovements | 768.5 | 19.6 | (2.7) | 1.3 | — | — | 16.1 | 802.8 |
| Construction-in-progress\t- |  |  |  |  |  |  |  |  |
| \t\t\tlandfill | 133.2 | 272.5 | — | (0.4) | — | — | (218.0) | 187.3 |
| Construction-in-progress\t-\n\t\t\tother | 27.2 | 64.9 | — | (0.1) | — | — | (44.7) | 47.3 |
| Total | $10,196.1 | $885.7 | $(183.4) | $9.7 | $33.9 | $(31.0) | $(58.3) | $10,852.7 |

|  |  |  | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2010 | Additions\nCharged\nto\nExpense | Retirements | Acquisitions,\nNet\tof\nDivestitures | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2011 |
| Landfill\tdevelopment\tcosts | $(1,504.6) | $(264.5) | $— | $0.5 | $9.9 | $23.0 | $(1,735.7) |
| Vehicles\tand\tequipment | (1,820.6) | (478.8) | 162.4 | 18.2 | — | (0.3) | (2,119.1) |
| Buildings\tand\timprovements | (172.4) | (35.3) | 1.4 | 0.4 | — | 0.3 | (205.6) |
| Total | $(3,497.6) | $(778.6) | $163.8 | $19.1 | $9.9 | $23.0 | $(4,060.4) |

|  |  |  |  | Gross	Property	and	Equipment | Gross	Property	and	Equipment |  |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2009 | Capital\nAdditions | Retirements | Acquisitions,\nNet\tof\nDivestitures | Non-Cash\nAdditions\nfor\tAsset\nRetirement\nObligations | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2010 |
| Other\tland | $418.7 | $2.6 | $(9.4) | $(21.0) | $— | $— | $1.0 | $391.9 |
| Non-depletable\tlandfill\tland | 142.7 | 1.3 | — | (1.7) | — | — | 15.7 | 158.0 |
| Landfill\tdevelopment\tcosts | 4,230.9 | 15.4 | 0.2 | (13.9) | 31.5 | (26.5) | 337.6 | 4,575.2 |
| Vehicles\tand\tequipment | 3,792.4 | 522.6 | (174.5) | (2.1) | — | — | 3.7 | 4,142.1 |
| Buildings\tand\timprovements | 741.6 | 24.4 | (10.8) | (2.4) | — | — | 15.7 | 768.5 |
| Construction-in-progress\t- |  |  |  |  |  |  |  |  |
| landfill | 245.1 | 250.7 | (0.1) | 0.1 | — | — | (362.6) | 133.2 |
| Construction-in-progress\t-\tother | 23.0 | 31.6 | 0.2 | — | — | — | (27.6) | 27.2 |
| Total | $9,594.4 | $848.6 | $(194.4) | $(41.0) | $31.5 | $(26.5) | $(16.5) | $10,196.1 |

|  |  |  | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion | Accumulated	Depreciation,	Amortization	and	Depletion |  |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
|  | Balance\nas\tof\nDecember\t31,\n2009 | Additions\nCharged\nto\nExpense | Retirements | Acquisitions,\nNet\tof\nDivestitures | Adjustments\nfor\nAsset\nRetirement\nObligations | Impairments,\nTransfers\nand\nOther\nAdjustments | Balance\nas\tof\nDecember\t31,\n2010 |
| Landfill\tdevelopment\tcosts | $(1,275.4) | $(258.9) | $— | $19.6 | $10.1 | $— | $(1,504.6) |
| Vehicles\tand\tequipment | (1,518.2) | (478.7) | 162.2 | 14.1 | — | — | (1,820.6) |
| Buildings\tand\timprovements | (143.1) | (35.2) | 3.7 | 2.2 | — | — | (172.4) |
| Total | $(2,936.7) | $(772.8) | $165.9 | $35.9 | $10.1 | $— | $(3,497.6) |

# Liquidity	and	Capital	Resources

The	major	components	of	changes	in	cash	flows	for	the	years	ended	December	31,	2012,	2011	and	2010	are	discussed	in	the	following	paragraphs.	The	following	table summarizes	our	cash	flow	from	operating	activities,	investing	activities	and	financing	activities	for	the	years	ended	December	31,	2012,	2011	and	2010	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Net\tcash\tprovided\tby\toperating\tactivities | $1,513.8 | $1,766.7 | $1,433.7 |
| Net\tcash\tused\tin\tinvesting\tactivities | (937.6) | (950.2) | (690.5) |
| Net\tcash\tused\tin\tfinancing\tactivities | (574.9) | (838.5) | (702.9) |

# Cash	Flows	Provided	by	Operating	Activities

Certain	of	the	more	significant	items	affecting	our	operating	cash	flows	for	2012	and	2011	are	summarized	below:

Changes	in	assets	and	liabilities,	net	of	effects	from	business	acquisitions	and	divestitures.	Changes	in	assets	and	liabilities	decreased	our	cash	flow	from	operations	by $377.0	million	in	2012	versus	a	decrease	of	$406.9	million	in	2011,	a	decrease	of	$29.9	million,	primarily	as	a	result	of	the	following:

•Our	accounts	receivable,	exclusive	of	the	change	in	allowance	for	doubtful	accounts,	increased	$37.2	million	during	2012	due	to	timing	of	billings	net	of collections	as	compared	to	a	$16.0	million	increase	during	the	comparable	2011	period.	As	of	December	31,	2012	and	2011,	our	day	sales	outstanding	was 38	and	37	days,	respectively.

•Our	accounts	payable	decreased	$89.1	million	year	over	year	due	to	timing	of	payments	and	a	decrease	in	property	and	equipment	received	during	the period	but	paid	in	the	following	period	of	$36.8	million.	In	addition,	net	book	credit	balances	in	our	primary	disbursement	accounts	classified	as	accounts payable	on	our	consolidated	balance	sheets	decreased	from	$85.6	million	at	December	31,	2011	to	$51.0	million	at	December	31,	2012.

•Income	taxes	paid,	net	of	refunds	received,	were	approximately	$185	million	and	$173	million	for	the	years	ended	December	31,	2012	and	2011, respectively.

•During	the	first	quarter	of	2012,	we	paid	synergy	incentive	plan	bonuses	of	approximately	$68	million.	We	also	paid	$2.2	million	in	connection	with	the fourth	quarter	2012	restructuring.

•During	2012,	we	paid	$77.6	million	to	settle	capping,	closure	and	post-closure	obligations,	a	decrease	of	$28.1	million	from	the	$105.7	million	paid	in 2011.	The	decrease	in	cash	paid	for	capping,	closure,	and	post-closure	activities	is	primarily	due	to	the	timing	of	obligations.

•During	2012,	we	paid	$73.1	million	for	environmental	remediation	obligations,	an	increase	of	$28.1	million	from	the	$45.0	million	paid	in	2011	primarily related	to	remediation	work	performed	at	one	of	our	closed	landfill	sites	in	our	West	region.

•Cash	paid	for	interest	was	$55.2	million	lower	during	the	year	ended	December	31,	2012	than	2011	due	to	refinancing	of	our	higher	interest	rate debt.

We	use	cash	flows	from	operations	to	fund	capital	expenditures,	acquisitions,	dividend	payments,	share	repurchases	and	debt repayments.

The	most	significant	items	affecting	our	operating	cash	flows	for	2011	and	2010	are	summarized	below:

Changes	in	assets	and	liabilities,	net	of	effects	from	business	acquisitions	and	divestitures.	Changes	in	assets	and	liabilities	decreased	our	cash	flow	from	operations	by $406.9	million	in	2011	versus	a	decrease	of	$378.8	million	in	2010,	an	increase	of	$28.1	million,	primarily	as	a	result	of	the	following:

•At	December	31,	2011	and	2010,	we	recorded	a	tax	receivable	of	$68.4	million	and	$69.8	million,	respectively,	primarily	due	to	the	effects	of	current deductions	for	property	placed	into	service	during	the	fourth	quarter,	referred	to	as	bonus	depreciation.	During	2011,	our	cash	paid	for	taxes,	net	of	refunds for	bonus	depreciation,	was	approximately	$173	million.	During	2010,	we	made	income	tax	payments	(net	of	refunds	received)	of	approximately $418	million,	of	which	approximately	$111	million	related	to	the	settlement	of	certain	tax	liabilities	regarding	BFI	risk	management	companies.

•During	2011,	we	paid	$150.7	million	to	settle	capping,	closure,	post-closure	and	remediation	obligations,	a	decrease	of	$11.1	million	from	the $161.8	million	paid	in	2010.	The	decrease	in	cash	paid	for	capping,	closure,	and	post-closure	and	remediation	activities	is	primarily	due	to	the	timing	of obligations.

•During	2011,	we	paid	$3.0	million	for	restructuring	and	synergy	related	costs	incurred	in	connection	with	the	restructuring	plan	related	to	the	Allied acquisition,	a	decrease	of	$17.0	million	from	the	$20.0	million	paid	in	2010.	The	decrease	in	cash	expenditures	is	due	to	a	decrease	in	restructuring	and synergy	plan	activities	in	2011.

•Cash	paid	for	interest	was	$21.6	million	lower	during	2011	versus	2010	due	to	reductions	in	debt	balances	and	the	refinancing	of	our	higher	interest	rate	debt in	the	second	half	of	2009,	throughout	2010	and	2011.

# Cash	Flows	Used	in	Investing	Activities

The	most	significant	items	affecting	our	investing	cash	flows	for	the	periods	presented	are	summarized	below:

Proceeds	from	sales	of	property	and	equipment.	Proceeds	from	sales	of	property	and	equipment	during	2012	were	$28.7	million	compared	with	$34.6	million	in	2011 and	$37.4	million	in	2010.	Proceeds	from	sales	of	property	and	equipment	in	2011	and	2010	were	higher	than	2012	due	to	the	sale	of	our	former	headquarters	building	in Florida	in	2010	and	the	sale	of	equipment	used	as	part	of	our	expired	transportation	and	disposal	contract	with	the	City	of	Toronto	in	2011.

Cash	used	in	acquisitions	and	development	projects,	net	of	cash	acquired.	During	2012	we	paid	$95.3	million	for	acquisitions	of	collection,	recycling	and	transfer station	businesses	in	all	three	regions.	During	2011	we	paid	$42.6	million	for	acquisitions,	including	one	landfill	public-private	partnership,	one	recycling	business	and	a variety	of	collection	businesses.	During	2010,	we

paid	$58.9	million	for	acquisitions,	including	a	landfill	development	project.	In	addition,	during	2012,	2011	and	2010	we	paid	$0.3	million,	$3.1	million	and	$0.6 million,	respectively,	in	relation	to	holdback	liabilities	resulting	from	acquisitions.

Proceeds	from	divestitures.	During	the	year	ended	December	31,	2012,	we	divested	of	a	collection	business	in	our

East	region	and	certain	assets	associated	with	our	rail	logistics	business	for	which	we	received	$9.6	million.	Proceeds	from	divestitures	(net	of	cash	divested)	and	other sales	of	assets	were	$14.2	million	in	2011	and	$60.0	million	in	2010.	Proceeds	received	in	2011	were	primarily	related	to	certain	hauling	and	transfer	station	assets	sold in	Southern	California	and	New	England	markets	as	well	as	three	markets	in	our	East	region.	Proceeds	received	in	2010	primarily	related	to	certain	hauling	and	transfer station	assets	sold	in	our	East	region.

Change	in	restricted	cash	and	marketable	securities.	Decreases	(increases)	in	our	restricted	cash	and	marketable	securities	balances	were	$23.2	million,	$(16.8)	million and	$66.3	million	during	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.	Changes	in	restricted	cash	and	marketable	securities	are	primarily	related	to the	issuance	of	tax-exempt	bonds	for	our	capital	needs,	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.	As	we	do	not	have	the	ability	to	use	these funds	for	general	operating	purposes,	they	are	classified	as	restricted	cash	in	our	consolidated	balance	sheets	and	cash	used	in	our	investing	activities.	During	2012	we received	$24.7	million	in	connection	with	an	issuance	of	tax-exempt	bonds.	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.	Such	reimbursements	amounted	to	$22.4	million and	$17.3	during	the	years	ended	December	31,	2012	and	2011,	respectively.	During	the	year	ended	December	31,	2012,	we	paid	$29.5	million	to	settle	a	legal	matter that	was	funded	through	a	restricted	escrow	account	in	2011.

We	intend	to	finance	capital	expenditures	and	acquisitions	through	cash	on	hand,	restricted	cash	held	for	capital	expenditures,	cash	flows	from	operations,	our	revolving credit	facilities,	and	tax-exempt	bonds	and	other	financings.	We	expect	to	use	primarily	cash	for	future	business	acquisitions.

# Cash	Flows	Used	in	Financing	Activities

The	most	significant	items	affecting	the	comparison	of	our	cash	flows	from	financing	activities	for	the	periods	presented	are	summarized	below:

Net	debt	repayments	or	borrowings.	Proceeds	from	notes	payable	and	long-term	debt	and	issuance	of	senior	notes	net	of	payments	of	notes	payable	and	long-term	debt were	$50.8	million	in	2012	and	$36.8	million	in	2011	versus	net	payments	of	$397.4	million	in	2010.	For	a	more	detailed	discussion,	see	the	"Financial	Condition" section	of	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

Premiums	and	fees	paid	to	issue	and	retire	senior	notes.	Cash	premiums	and	fees	paid	in	connection	with	the	issuance	of	our	debt	and	to	settle	certain	hedging relationships	were	$43.3	million,	$148.4	million	and	$56.6	million	during	2012,	2011	and	2010,	respectively.	For	a	more	detailed	discussion,	see	our	"Financial Condition"	section	of	this	Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

Purchase	of	common	stock	for	treasury.	We	have	had	a	share	repurchase	program	since	November	2010.	From	November	2010	to	December	31,	2012,	we	used	$825.6 million	to	repurchase	29.0	million	shares	at	a	weighted	average	cost	per	share	of	$28.49.	During	2012,	we	repurchased	11.8	million	shares	for	$324.7	million	at	a weighted	average	cost	per	share	of	$27.44.	During	2011,	we	repurchased	15.7	million	shares	for	$459.7	million	at	a	weighted	average	cost	per	share	of	$29.28.	During 2010	we	repurchased	1.4	million	shares	for	$41.1	million	at	a	weighted	average	cost	per	share	of	$28.46.

Cash	dividends	paid.	We	initiated	a	quarterly	cash	dividend	in	July	2003.	The	dividend	has	been	increased	from	time	to	time	thereafter.	In	July	2012,	the	board	of directors	approved	an	increase	in	the	quarterly	dividend	to	$0.235	per	share.	Dividends	paid	were	$329.1	million,	$309.4	million,	and	$294.6	million	for	2012,	2011	and 2010,	respectively.

# Financial	Condition

# Cash	and	Cash	Equivalents

As	of	December	31,	2012,	we	had	$67.6	million	of	cash	and	cash	equivalents,	and	$164.2	million	of	restricted	cash	deposits	and	restricted	marketable	securities, including	$24.7	million	of	restricted	cash	and	marketable	securities	held	for	capital	expenditures	under	certain	debt	facilities.

# Credit	Facilities

In	May	2012,	we	amended	and	restated	our	$1.25	billion	unsecured	revolving	credit	facility	due	September	2013	(the	Amended	and	Restated	Credit	Facility)	to	extend the	maturity	to	May	2017.	The	Amended	and	Restated	Credit	Facility	includes	a	feature	that	allows	us	to	increase	availability,	at	our	option,	by	an	aggregate	amount	up to	$500	million	through	increased	commitments	from	existing	lenders	or	the	addition	of	new	lenders.	At	our	option,	borrowings	under	the	Amended	and	Restated	Credit Facility	bear	interest	at	a	Base	Rate,	or	a	Eurodollar	Rate,	plus	an	applicable	margin	based	on	our	Debt	Ratings	(all	as	defined	in	the	agreements).

Contemporaneous	with	the	execution	of	the	Amended	and	Restated	Credit	Facility,	we	entered	into	Amendment	No.	1	to	our	existing	$1.25	billion	unsecured	credit facility	(the	Existing	Credit	Facility	and,	together	with	the	Amended	and	Restated	Credit	Facility,	the	Credit	Facilities)	to	reduce	the	commitments	under	the	Existing Credit	Facility	to	$1.0	billion	and	conform	certain	terms	of	the	Existing	Credit	Facility	to	those	of	the	Amended	and	Restated	Credit	Facility.	Amendment	No.	1	does	not extend	the	maturity	date	under	the	Existing	Credit	Facility,	which	matures	in	April	2016.

In	connection	with	entering	into	the	Credit	Facilities,	the	guarantees	by	our	subsidiary	guarantors	with	respect	to	the	Credit	Facilities	were	released.	As	a	result,	the guarantees	by	our	subsidiary	guarantors	with	respect	to	all	of	Republic's	outstanding	senior	notes	were	automatically	released.	In	addition,	the	guarantees	by	all	of	our subsidiary	guarantors	(other	than	Allied	Waste	Industries,	Inc.	and	Allied	Waste	North	America,	Inc.)	with	respect	to	the	9.250%	debentures	and	the	7.400%	debentures issued	by	our	subsidiary	Browning-Ferris	Industries,	LLC	(successor	to	Browning-Ferris	Industries,	Inc.)	also	were	automatically	released.

As	of	December	31,	2012	and	2011,	the	interest	rate	for	our	borrowings	under	our	Credit	Facilities	was	1.32%	and	3.25%,	respectively.	Our	Credit	Facilities	also	are subject	to	facility	fees	based	on	applicable	rates	defined	in	the	agreements	and	the	aggregate	commitments,	regardless	of	usage.	Availability	under	our	Credit	Facilities can	be	used	for	working	capital,	capital	expenditures,	letters	of	credit	and	other	general	corporate	purposes.	As	of	December	31,	2012	and	2011,	we	had	$25.0	million and	$34.4	million	of	Base	Rate	-	Prime	and	Eurodollar	Rate	borrowings,	respectively.	We	had	$909.4	million	and	$950.2	million	of	letters	of	credit	using	availability under	our	Credit	Facilities,	leaving	$1,315.6	million	and	$1,515.4	million	of	availability	under	our	Credit	Facilities	at	December	31,	2012	and	December	31,	2011, respectively.

In	March	2012,	we	entered	into	a	new	$75.0	million	uncommitted,	unsecured	credit	facility	agreement	(the	Uncommitted	Credit	Facility)	bearing	interest	at	LIBOR,	plus an	applicable	margin.	In	July	2012,	we	amended	the	Uncommitted	Credit	Facility	to	increase	the	size	to	$125.0	million,	with	all	other	terms	remaining	unchanged.	As	of December	31,	2012,	the	interest	rate	for	our	borrowings	under	our	Uncommitted	Credit	Facility	was	1.35%.	Our	Uncommitted	Credit	Facility	also	is	subject	to	facility fees	defined	in	the	agreement,	regardless	of	usage.	We	can	use	borrowings	under	the	Uncommitted	Credit	Facility	for	working	capital	and	other	general	corporate purposes.	The	agreements	governing	our	Uncommitted	Credit	Facility	require	us	to	comply	with	certain	covenants.	The	Uncommitted	Credit	Facility	may	be	terminated by	either	party	at	any	time.

The	agreements	governing	our	Credit	Facilities	require	us	to	comply	with	certain	financial	and	other	covenants.	We	may	pay	dividends	and	repurchase	common	stock	if we	are	in	compliance	with	these	covenants.	Compliance	with	these	covenants	is	a	condition	for	any	incremental	borrowings	under	our	Credit	Facilities	and	failure	to meet	these	covenants	would	enable	the	lenders	to	require	repayment	of	any	outstanding	loans	(which	would	adversely	affect	our	liquidity).	As	of	December	31,	2012, our	EBITDA	to	interest	ratio	was	5.87	compared	to	the	3.00	minimum	required	by	the	covenants,	and	our	total	debt	to	EBITDA	ratio	was	3.09	compared	to	the	3.50 maximum	allowed	by	the	covenants.	As	of	December	31,	2012,	we	were	in	compliance	with	the	covenants	of	the	Credit	Facilities,	and	we	expect	to	be	in	compliance throughout	2013.

EBITDA,	which	is	a	non-GAAP	measure,	is	calculated	as	defined	in	our	Credit	Facility	agreements.	In	this	context,	EBITDA	is	used	solely	to	provide	information regarding	the	extent	to	which	we	are	in	compliance	with	debt	covenants	and	is	not	comparable	to	EBITDA	used	by	other	companies	or	used	by	us	for	other	purposes.

We	intend	to	use	excess	cash	on	hand	and	cash	from	operating	activities	to	fund	capital	expenditures,	acquisitions,	dividend	payments,	share	repurchases	and	debt repayments.	Debt	repayments	may	include	purchases	of	our	outstanding	indebtedness	in	the	secondary	market	or	otherwise.	We	believe	that	our	excess	cash,	cash	from operating	activities	and	our	availability	to	draw	from	our	Credit	Facilities	provide	us	with	sufficient	financial	resources	to	meet	our	anticipated	capital	requirements	and maturing	obligations	as	they	come	due.

In	the	future	we	may	choose	to	voluntarily	retire	certain	portions	of	our	outstanding	debt	before	their	maturity	dates	using	cash	from	operations	or	additional	borrowings. Early	extinguishment	of	debt	will	result	in	an	impairment	charge	in	the	period	in	which	the	debt	is	repaid.	The	loss	on	early	extinguishment	of	debt	relates	to	premiums paid	to	effectuate	the	repurchase	and	the	relative	portion	of	unamortized	note	discounts	and	debt	issue	costs.

# Senior	Notes	and	Debentures

During	2012,	2011	and	2010,	we	completed	financing	transactions	that	resulted	in	cash	paid	for	premiums	and	professional	fees	to	repurchase	debt	as	well	as	the	non- cash	write-off	of	unamortized	debt	discounts	and	deferred	issuance	costs.	For	a	more	detailed	discussion,	see	our	"Loss	on	Extinguishment	of	Debt"	section	of	this Management's	Discussion	and	Analysis	of	Financial	Condition	and	Results	of	Operations.

In	June	2012,	we	issued	$850.0	million	of	3.550%	senior	notes	due	2022	(the	3.550%	Notes).	The	3.550%	Notes	are	unsubordinated	and	unsecured	obligations.	We	used the	net	proceeds	from	the	3.550%	Notes	to	fund	the	redemption	of	our	subsidiary's,	Allied	Waste	North	America,	Inc.,	$750.0	million	6.875%	senior	notes	maturing	in 2017	and	for	general	corporate	purposes.

In	August	2011,	our	6.750%	senior	notes	matured.	We	used	cash	on	hand	and	incremental	borrowings	under	our	Credit	Facilities	to	repay	$387.0	million	of	principal due	on	these	notes.

In	February	2011,	our	5.750%	senior	notes	matured.	We	used	cash	on	hand	and	incremental	borrowings	under	our	Credit	Facilities	to	repay	$262.9	million	of	principal due	on	these	notes.

In	November	2010,	our	6.50%	senior	notes	matured.	We	used	cash	on	hand	and	incremental	borrowings	under	our	Credit	Facilities	to	repay	$221.6	million	of	principal due	on	these	notes.

# Tax-Exempt	Financings

As	of	December	31,	2012	and	2011,	we	had	$1,097.5	million	and	$1,126.4	million,	respectively,	of	fixed	and	variable	rate	tax-exempt	financings	outstanding	with maturities	ranging	from	2013	to	2037.	Approximately	85%	of	our	tax-exempt	financings	are	remarketed	quarterly,	weekly	or	daily	by	a	remarketing	agent	to	effectively maintain	a	variable	yield.	Certain	of	these	variable	rate	tax-exempt	financings	are	credit	enhanced	with	letters	of	credit	having	terms	in	excess	of	one	year	issued	by banks	with	investment	grade	credit	ratings.	The	holders	of	the	bonds	can	put	them	back	to	the	remarketing	agent	at	the	end	of	each	interest	period.	To	date,	the remarketing	agents	have	been	able	to	remarket	our	variable	rate	unsecured	tax-exempt	bonds.	These	bonds	have	been	classified	as	long	term	because	of	our	ability	and intent	to	refinance	them	using	availability	under	our	Credit	Facilities,	if	necessary.

As	of	December	31,	2012,	we	had	$164.2	million	of	restricted	cash	and	marketable	securities,	of	which	$24.7	million	represented	proceeds	from	the	issuance	of	tax- exempt	bonds	and	other	tax-exempt	financings	and	will	be	used	to	fund	capital	expenditures	under	the	terms	of	the	agreements.	Restricted	cash	and	marketable	securities also	include	amounts	held	in	trust	as	a	financial	guarantee	of	our	performance.

# Fuel	Hedges

We	use	derivative	instruments	designated	as	cash	flow	hedges	to	manage	our	exposure	to	changes	in	diesel	fuel	prices.	We	have	entered	into	multiple	agreements	related to	forecasted	diesel	fuel	purchases.	The	agreements	qualified	for,	and	were	designated	as,	effective	hedges	of	changes	in	the	prices	of	forecasted	diesel	fuel	purchases (fuel	hedges).	For	a	detailed	listing	of	our	outstanding	fuel	hedges	during	2012	and	2011,	see	Note	15,	Financial	Instruments,	to	our	consolidated	financial	statements	in Item	8	of	this	Form	10-K.

The	aggregated	fair	values	of	our	outstanding	fuel	hedges	at	December	31,	2012	and	2011	were	current	assets	of	$3.1	million	and	$1.6	million,	respectively,	and	current liabilities	of	$0.4	million	and	$4.7	million,	respectively,	and	have	been	recorded	in	other	current	assets	and	other	accrued	liabilities	in	our	consolidated	balance	sheets, respectively.

The	effective	portions	of	the	changes	in	fair	values	as	of	December	31,	2012	and	2011,	net	of	tax,	of	$1.6	million	and	$1.8	million,	respectively,	have	been	recorded	in stockholders'	equity	as	components	of	accumulated	other	comprehensive	income.

During	2012,	approximately	8%	of	our	fuel	volume	purchases	were	hedged	with	swap	agreements.	Additionally,	we	were	able	to	recover	approximately	67%	of	our	fuel costs	with	fuel	recovery	fees	from	certain	of	our	customers.

# Recycling	Commodity	Hedges

Revenue	from	sale	of	recycling	commodities	is	primarily	from	sales	of	old	corrugated	cardboard	(OCC)	and	old	newspaper	(ONP).	We	use	derivative	instruments	such as	swaps	and	costless	collars	designated	as	cash	flow	hedges	to	manage	our	exposure	to	changes	in	prices	of	these	commodities.	We	have	entered	into	multiple agreements	related	to	forecasted	OCC	and	ONP	sales.	The	agreements	qualified	for,	and	were	designated	as,	effective	hedges	of	changes	in	the	prices	of	certain forecasted	recycling	commodity	sales	(recycling	commodity	hedges).	For	a	detailed	listing	of	our	outstanding	recycling	commodity	hedges	during	2012	and	2011,	see Note	15,	Financial	Instruments,	to	our	consolidated	financial	statements	in	Item	8	of	this	Form	10-K.

The	aggregated	fair	values	of	the	outstanding	recycling	commodity	hedges	at	December	31,	2012	and	2011	were	current	assets	of	$1.0	million	and	$1.4	million, respectively,	and	current	liabilities	of	$1.2	million	and	$0.7	million,	respectively,	and	have	been	recorded	in	other	current	assets	and	other	accrued	liabilities	in	our consolidated	balance	sheets,	respectively.

The	effective	portions	of	the	changes	in	fair	values	of	our	recycling	commodity	hedges	as	of	December	31,	2012	and	2011,	net	of	tax,	of	$0.1	million	and	$0.4	million have	been	recorded	in	stockholders'	equity	as	a	component	of	accumulated	other	comprehensive	income.

Approximately	41%	of	our	2012	sales	volume	of	commodities	was	subject	to	cash	flow	hedges.

# Contractual	Obligations

The	following	table	summarizes	our	contractual	obligations	as	of	December	31,	2012	(in	millions):

| Year	Ending<br>December	31, | Operating<br>Leases | Maturities	of<br>Notes	Payable,<br>Capital	Leases<br>and	Other	Long-<br>Term	Debt | Final	Capping,<br>Closure	and<br>Post-Closure | Remediation | Unconditional<br>Purchase<br>Commitments | Total |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2013 | $26.1 | $15.1 | $110.4 | $85.1 | $182.6 | $419.3 |
| 2014 | 20.8 | 15.7 | 110.1 | 60.7 | 101.1 | 308.4 |
| 2015 | 17.4 | 10.1 | 109.4 | 38.4 | 47.2 | 222.5 |
| 2016 | 15.5 | 29.1 | 77.0 | 29.6 | 30.3 | 181.5 |
| 2017 | 14.8 | 9.6 | 76.4 | 29.3 | 28.9 | 159.0 |
| Thereafter | 81.2 | 7,070.6 | 4,829.6 | 356.4 | 230.9 | 12,568.7 |
| Total | $175.8 | $7,150.2 | $5,312.9 | $599.5 | $621.0 | $13,859.4 |

We	intend	to	use	excess	cash	on	hand	and	cash	from	operating	activities	to	fund	capital	expenditures,	acquisitions,	dividend	payments,	share	repurchases	and	debt repayments.	Actual	debt	repayments	may	include	purchases	of	our	outstanding	indebtedness	in	the	secondary	market	or	otherwise.	We	believe	that	our	excess	cash,	cash from	operating	activities	and	proceeds	from	our	revolving	credit	facilities	provide	us	with	sufficient	financial	resources	to	meet	our	anticipated	capital	requirements	and maturing	obligations	as	they	come	due.

In	the	future,	we	may	choose	to	voluntarily	retire	certain	portions	of	our	outstanding	debt	before	their	maturity	dates	using	cash	from	operations	or	additional borrowings.	We	also	may	explore	opportunities	in	the	capital	markets	to	fund	redemptions	should	market	conditions	be	favorable.

The	present	value	of	capital	lease	obligations	is	included	in	our	consolidated	balance	sheets.

The	estimated	remaining	final	capping,	closure	and	post-closure	and	remediation	expenditures	presented	above	are	not	inflated

or	discounted	and	reflect	the	estimated	future	payments	for	liabilities	incurred	and	recorded	as	of	December	31,	2012.

Unconditional	purchase	commitments	consist	primarily	of	(1)	disposal	related	agreements	that	include	fixed	or	minimum	royalty	payments,	host	agreements	and	take-or- pay	and	put-or-pay	agreements	and	(2)	other	obligations	including	committed	capital	expenditures	and	consulting	service	agreements.

# Debt	covenants

Our	Credit	Facilities	contain	financial	covenants.	We	can	pay	dividends	and	repurchase	common	stock	if	we	are	in	compliance	with	these	covenants.	At	December	31, 2012,	we	were	in	compliance	with	all	financial	and	other	covenants	under	our	Credit	Facilities.	We	were	also	in	compliance	with	the	non-financial	covenants	in	the indentures	relating	to	our	senior	notes	as	of	December	31,	2012.	We	expect	to	be	in	compliance	with	our	covenants	during	2013.

Failure	to	comply	with	the	financial	and	other	covenants	under	our	Credit	Facilities,	as	well	as	the	occurrence	of	certain	material	adverse	events,	would	constitute defaults	and	would	allow	the	lenders	under	our	Credit	Facilities	to	accelerate	the	maturity	of	all	indebtedness	under	the	related	agreements.	This	could	also	have	an adverse	impact	on	the	availability	of	financial	assurances.	In	addition,	maturity	acceleration	on	our	Credit	Facilities	constitutes	an	event	of	default	under	our	other	debt instruments,	including	our	senior	notes,	and,	therefore,	our	senior	notes	would	also	be	subject	to	acceleration	of	maturity.	If	such	acceleration	were	to	occur,	we	would not	have	sufficient	liquidity	available	to	repay	the	indebtedness.	We	would	likely	have	to	seek	an	amendment	under	our	Credit	Facilities	for	relief	from	the	financial covenants	or	repay	the	debt	with	proceeds	from	the	issuance	of	new	debt	or	equity,	or	asset	sales,	if	necessary.	We	may	be	unable	to	amend	our	Credit	Facilities	or	raise sufficient	capital	to	repay	such	obligations	in	the	event	the	maturities	are	accelerated.

# Financial	assurance

We	must	provide	financial	assurance	to	governmental	agencies	and	a	variety	of	other	entities	under	applicable	environmental	regulations	relating	to	our	landfill operations	for	capping,	closure	and	post-closure	costs,	and	related	to	our	performance	under	certain	collection,	landfill	and	transfer	station	contracts.	We	satisfy	these financial	assurance	requirements	by	providing	surety	bonds,	letters	of	credit,	or	insurance	policies	(the	Financial	Assurance	Instruments),	or	trust	deposits	which	are included	in	restricted	cash	and	marketable	securities	and	other	assets	in	our	consolidated	balance	sheets.	The	amount	of	the	financial	assurance	requirements	for	capping, closure	and	post-closure	costs	is	determined	by	applicable	state	environmental	regulations.	The	financial	assurance	requirements	for	capping,	closure	and	post-closure costs	may	be	associated	with	a	portion	of	the	landfill	or	the	entire	landfill.	Generally,	states	require	a	third-party	engineering	specialist	to	determine	the	estimated capping,	closure	and	post-closure	costs	that	are	used	to	determine	the	required	amount	of	financial	assurance	for	a	landfill.	The	amount	of	financial	assurance	required can,	and	generally	will,	differ	from	the	obligation	determined	and	recorded	under	U.S.	GAAP.	The	amount	of	the	financial	assurance	requirements	related	to	contract performance	varies	by	contract.	Additionally,	we	must	provide	financial	assurance	for	our	insurance	program	and	collateral	for	certain	performance	obligations.	We	do not	expect	a	material	increase	in	financial	assurance	requirements	during	2013,	although	the	mix	of	financial	assurance	instruments	may	change.

These	financial	instruments	are	issued	in	the	normal	course	of	business	and	are	not	considered	company	indebtedness.	Because	we	currently	have	no	liability	for	the Financial	Assurance	Instruments,	they	are	not	reflected	in	our	consolidated	balance	sheets.	However,	we	record	capping,	closure	and	post-closure	liabilities	and	self- insurance	liabilities	as	they	are	incurred.	The	underlying	obligations	of	the	financial	assurance	instruments,	in	excess	of	those	already	reflected	in	our	consolidated balance	sheets,	would	be	recorded	if	it	is	probable	that	we	would	be	unable	to	fulfill	our	related	obligations.	We	do	not	expect	this	to	occur.

# Off-Balance	Sheet	Arrangements

We	have	no	off-balance	sheet	debt	or	similar	obligations,	other	than	financial	assurance	instruments	and	operating	leases,	that	are	not	classified	as	debt.	We	do	not guarantee	any	third-party	debt.

# Free	Cash	Flow

We	define	free	cash	flow,	which	is	not	a	measure	determined	in	accordance	with	U.S.	GAAP,	as	cash	provided	by	operating	activities	less	purchases	of	property	and equipment,	plus	proceeds	from	sales	of	property	and	equipment	as	presented	in	our	consolidated	statements	of	cash	flows.

Our	free	cash	flow	for	the	years	ended	December	31,	2012,	2011	and	2010	is	calculated	as	follows	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Cash\tprovided\tby\toperating\tactivities | $1,513.8 | $1,766.7 | $1,433.7 |
| Purchases\tof\tproperty\tand\tequipment | (903.5) | (936.5) | (794.7) |
| Proceeds\tfrom\tsales\tof\tproperty\tand\tequipment | 28.7 | 34.6 | 37.4 |
| Free\tcash\tflow | $639.0 | $864.8 | $676.4 |

For	a	discussion	of	the	changes	in	the	components	of	free	cash	flow,	you	should	read	our	discussion	regarding	Cash	Flows	Provided	By	Operating	Activities	and	Cash Flows	Used	In	Investing	Activities	contained	elsewhere	in	this	Form	10-K.

Purchases	of	property	and	equipment	as	reflected	in	our	consolidated	statements	of	cash	flows	and	as	presented	in	the	free	cash	flow	table	above	represent	amounts	paid during	the	period	for	such	expenditures.	A	reconciliation	of	property	and	equipment	reflected	in	the	consolidated	statements	of	cash	flows	to	property	and	equipment received	for	the	years	ended	December	31,	2012,	2011	and	2010	is	as	follows	(in	millions):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Purchases\tof\tproperty\tand\tequipment\tper\tthe\tconsolidated\tstatements\tof\tcash\n\t\t\tflows | $903.5 | $936.5 | $794.7 |
| Adjustments\tfor\tproperty\tand\tequipment\treceived\tduring\tthe\tprior\tperiod\tbut\n\t\t\tpaid\tfor\tin\tthe\tfollowing\tperiod,\tnet | (36.8) | (50.8) | 53.9 |
| Property\tand\tequipment\treceived\tduring\tthe\tperiod | $866.7 | $885.7 | $848.6 |

The	adjustments	noted	above	do	not	affect	our	net	change	in	cash	and	cash	equivalents	as	reflected	in	our	consolidated	statements	of	cash	flows.

We	believe	that	the	presentation	of	free	cash	flow	provides	useful	information	regarding	our	recurring	cash	provided	by	operating	activities	after	expenditures	for property	and	equipment	received,	plus	proceeds	from	sales	of	property	and	equipment.	It	also	demonstrates	our	ability	to	execute	our	financial	strategy,	which	includes reinvesting	in	existing	capital	assets	to	ensure	a	high	level	of	customer	service,	investing	in	capital	assets	to	facilitate	growth	in	our	customer	base	and	services	provided, maintaining	our	investment	grade	rating	and	minimizing	debt,	paying	cash	dividends	and	repurchasing	common	stock,	and	maintaining	and	improving	our	market position	through	business	optimization.	In	addition,	free	cash	flow	is	a	key	metric	used	to	determine	compensation.	The	presentation	of	free	cash	flow	has	material limitations.	Free	cash	flow	does	not	represent	our	cash	flow	available	for	discretionary	expenditures	because	it	excludes	certain	expenditures	that	are	required	or	that	we have	committed	to	such	as	debt	service	requirements	and	dividend	payments.	Our	definition	of	free	cash	flow	may	not	be	comparable	to	similarly	titled	measures presented	by	other	companies.

# Contingencies

For	a	description	of	our	contingencies,	see	Note	10,	Income	Taxes,	and	Note	16,	Commitments	and	Contingencies,	to	our	consolidated	financial	statements	in	Item	8	of this	Form	10-K.

# Critical	Accounting	Judgments	and	Estimates

Our	consolidated	financial	statements	have	been	prepared	in	accordance	with	U.S.	GAAP	and	necessarily	include	certain	estimates	and	judgments	made	by management.	The	following	is	a	list	of	accounting	policies	that	we	believe	are	the	most	critical	in	understanding	our	consolidated	financial	position,	results	of	operations or	cash	flows	and	that	may	require	management	to	make	subjective	or	complex	judgments	about	matters	that	are	inherently	uncertain.	Such	critical	accounting	policies, estimates	and	judgments	are	applicable	to	all	of	our	operating	segments.

We	have	noted	examples	of	the	residual	accounting	and	business	risks	inherent	in	the	accounting	for	these	areas.	Residual	accounting	and	business	risks	are	defined	as the	inherent	risks	that	we	face	after	the	application	of	our	policies	and	processes	that	are	generally	outside	of	our	control	or	ability	to	forecast.

# Landfill	Accounting

Landfill	operating	costs	are	treated	as	period	expenses	and	are	not	discussed	further	in	this	section.

Our	landfill	assets	and	liabilities	fall	into	the	following	two	categories,	each	of	which	requires	accounting	judgments	and	estimates:

•Landfill	development	costs	that	are	capitalized	as	an

asset.

•Landfill	retirement	obligations	relating	to	our	capping,	closure	and	post-closure	liabilities	which	result	in	a	corresponding	landfill	retirement asset.

•New	claims	may	be	asserted	that	are	not	included	in	our	loss

# Landfill	Development	Costs

We	use	life-cycle	accounting	and	the	units-of-consumption	method	to	recognize	landfill	development	costs	over	the	life	of	the	site.	In	life-cycle	accounting,	all	costs	to acquire	and	construct	a	site	are	capitalized,	and	charged	to	expense	based	on	the	consumption	of	cubic	yards	of	available	airspace.	Obligations	associated	with	final capping,	closure	and	post-closure	are	also	capitalized,	and	amortized	on	a	units-of-consumption	basis	as	airspace	is	consumed.	Cost	and	airspace	estimates	are	developed at	least	annually	by	engineers.

Site	permits.				To	develop,	construct	and	operate	a	landfill,	we	must	obtain	permits	from	various	regulatory	agencies	at	the	local,	state	and	federal	levels.	The	permitting process	requires	an	initial	site	study	to	determine	whether	the	location	is	feasible	for	landfill	operations.	The	initial	studies	are	reviewed	by	our	environmental management	group	and	then	submitted	to	the	regulatory	agencies	for	approval.	During	the	development	stage	we	capitalize	certain	costs	that	we	incur	after	site	selection but	before	the	receipt	of	all	required	permits	if	we	believe	that	it	is	probable	that	the	site	will	be	permitted.

# Residual	risks:

•Changes	in	legislative	or	regulatory	requirements	may	cause	changes	to	the	landfill	site	permitting	process.	These	changes	could	make	it	more	difficult	and costly	to	obtain	and	maintain	a	landfill	permit.

•Studies	performed	could	be	inaccurate,	which	could	result	in	the	denial	or	revocation	of	a	permit	and	changes	to	accounting	assumptions.	Conditions	could exist	that	were	not	identified	in	the	study,	which	may	make	the	location	not	feasible	for	a	landfill	and	could	result	in	the	denial	of	a	permit.	Denial	or revocation	of	a	permit	could	impair	the	recorded	value	of	the	landfill	asset.

•Actions	by	neighboring	parties,	private	citizen	groups	or	others	to	oppose	our	efforts	to	obtain,	maintain	or	expand	permits	could	result	in	denial, revocation	or	suspension	of	a	permit,	which	could	adversely	impact	the	economic	viability	of	the	landfill	and	could	impair	the	recorded	value	of	the landfill.	As	a	result	of	opposition	to	our	obtaining	a	permit,	improved	technical	information	as	a	project	progresses,	or	changes	in	the	anticipated	economics associated	with	a	project,	we	may	decide	to	reduce	the	scope	of	or	abandon	a	project,	which	could	result	in	an	asset	impairment.

Technical	landfill	design.				Upon	receipt	of	initial	regulatory	approval,	technical	landfill	designs	are	prepared.	The	technical	designs,	which	include	the	detailed specifications	to	develop	and	construct	all	components	of	the	landfill	including	the	types	and	quantities	of	materials	that	will	be	required,	are	reviewed	by	our environmental	management	group.	The	technical	designs	are	submitted	to	the	regulatory	agencies	for	approval.	Upon	approval	of	the	technical	designs,	the	regulatory agencies	issue	permits	to	develop	and	operate	the	landfill.

•Changes	in	legislative	or	regulatory	requirements	may	require	changes	in	the	landfill	technical	designs.	These	changes	could	make	it	more	difficult	and costly	to	meet	new	design	standards.

•Technical	design	requirements,	as	approved,	may	need	modifications	at	some	future	point	in

time.

•Technical	designs	could	be	inaccurate	and	could	result	in	increased	construction	costs,	difficulty	in	obtaining	a	permit	or	the	use	of	rates	to	recognize	the amortization	of	landfill	development	costs	and	asset	retirement	obligations	that	are	not	appropriate.

Permitted	and	probable	landfill	disposal	capacity.				Included	in	the	technical	designs	are	factors	that	determine	the	ultimate	disposal	capacity	of	the	landfill.	These factors	include	the	area	over	which	the	landfill	will	be	developed,	such	as	the	depth	of	excavation,	the	height	of	the	landfill	elevation	and	the	angle	of	the	side-slope construction.	The	disposal	capacity	of	the	landfill	is	calculated	in	cubic	yards.	This	measurement	of	volume	is	then	converted	to	a	disposal	capacity	expressed	in	tons based	on	a	site-specific	expected	density	to	be	achieved	over	the	remaining	operating	life	of	the	landfill.

•Estimates	of	future	disposal	capacity	may	change	as	a	result	of	changes	in	legislative	or	regulatory	design requirements.

•The	density	of	waste	may	vary	due	to	variations	in	operating	conditions,	including	waste	compaction	practices,	site	design,	climate	and	the	nature	of	the waste.

•Capacity	is	defined	in	cubic	yards	but	waste	received	is	measured	in	tons.	The	number	of	tons	per	cubic	yard	varies	by	type	of	waste	and	our	rate	of compaction.

Development	costs.				The	types	of	costs	that	are	detailed	in	the	technical	design	specifications	generally	include	excavation,	natural	and	synthetic	liners,	construction	of leachate	collection	systems,	installation	of	methane	gas	collection	systems	and	monitoring	probes,	installation	of	groundwater	monitoring	wells,	construction	of	leachate management	facilities	and	other	costs	associated	with	the	development	of	the	site.	We	review	the	adequacy	of	our	cost	estimates	on	an	annual	basis	by	comparing estimated	costs	with	third-party	bids	or	contractual	arrangements,	reviewing	the	changes	in	year	over	year	cost	estimates	for	reasonableness,	and	comparing	our	resulting development	cost	per	acre	with	prior	period	costs.	These	development	costs,	together	with	any	costs	incurred	to	acquire,	design	and	permit	the	landfill,	including capitalized	interest,	are	recorded	to	the	landfill	asset	on	the	balance	sheet	as	incurred.

# Residual	risk:

•Actual	future	costs	of	construction	materials	and	third-party	labor	could	differ	from	the	costs	we	have	estimated	because	of	the	availability	of	the	required materials	and	labor.	Technical	designs	could	be	altered	due	to	unexpected	operating	conditions,	regulatory	changes	or	legislative	changes.

Landfill	development	asset	amortization.				To	match	the	expense	related	to	the	landfill	asset	with	the	revenue	generated	by	the	landfill	operations,	we	amortize	the landfill	development	asset	over	its	operating	life	on	a	per-ton	basis	as	waste	is	accepted	at	the	landfill.	The	landfill	asset	is	fully	amortized	at	the	end	of	a	landfill's operating	life.	The	per-ton	rate	is	calculated	by	dividing	the	sum	of	the	landfill	development	asset	net	book	value	plus	estimated	future	development	costs	(as	described above)	for	the	landfill	by	the	landfill's	estimated	remaining	disposal	capacity.	The	expected	future	development	costs	are	not	inflated	or	discounted,	but	rather	expressed in	nominal	dollars.	This	rate	is	applied	to	each	ton	accepted	at	the	landfill	to	arrive	at	amortization	expense	for	the	period.

Amortization	rates	are	influenced	by	the	original	cost	basis	of	the	landfill,	including	acquisition	costs,	which	in	turn	is	determined	by	geographic	location	and	market values.	We	secure	significant	landfill	assets	through	business	acquisitions	and	value	them	at	the	time	of	acquisition	based	on	fair	value.	Amortization	rates	are	also influenced	by	site-specific	engineering	and	cost	factors.

•Changes	in	our	future	development	cost	estimates	or	our	disposal	capacity	will	normally	result	in	a	change	in	our	amortization	rates	and	will	impact amortization	expense	prospectively.	An	unexpected	significant	increase	in	estimated	costs	or	reduction	in	disposal	capacity	could	affect	the	ongoing economic	viability	of	the	landfill	and	result	in	asset	impairment.

On	at	least	an	annual	basis,	we	update	the	estimates	of	future	development	costs	and	remaining	disposal	capacity	for	each	landfill.	These	costs	and	disposal	capacity estimates	are	reviewed	and	approved	by	senior	operations	management	annually.	Changes	in	cost	estimates	and	disposal	capacity	are	reflected	prospectively	in	the landfill	amortization	rates	that	are	updated	annually.

# Landfill	Asset	Retirement	Obligations

We	have	two	types	of	retirement	obligations	related	to	landfills:	(1)	capping	and	(2)	closure	and	post-closure.

Obligations	associated	with	final	capping	activities	that	occur	during	the	operating	life	of	the	landfill	are	recognized	on	a	units-of-consumption	basis	as	airspace	is consumed	within	each	discrete	capping	event.	Obligations	related	to	closure	and	post-closure	activities	that	occur	after	the	landfill	has	ceased	operations	are	recognized on	a	units-of-consumption	basis	as	airspace	is	consumed	throughout	the	entire	life	of	the	landfill.	Landfill	retirement	obligations	are	capitalized	as	the	related	liabilities are	recognized	and	amortized	using	the	units-of-consumption	method	over	the	airspace	consumed	within	the	capping	event	or	the	airspace	consumed	within	the	entire landfill,	depending	on	the	nature	of	the	obligation.	All	obligations	are	initially	measured	at

estimated	fair	value.	Fair	value	is	calculated	on	a	present	value	basis	using	an	inflation	rate	and	our	credit-adjusted,	risk-free	rate	in	effect	at	the	time	the	liabilities	were incurred.	Future	costs	for	final	capping,	closure	and	post-closure	are	developed	at	least	annually	by	engineers,	and	are	inflated	to	future	value	using	estimated	future payment	dates	and	inflation	rate	projections.

Landfill	capping.				As	individual	areas	within	each	landfill	reach	capacity,	we	must	cap	and	close	the	areas	in	accordance	with	the	landfill	site	permit.	These requirements	are	detailed	in	the	technical	design	of	the	landfill	site	process	previously	described.

Closure	and	post-closure.				Closure	costs	are	costs	incurred	after	a	landfill	stops	receiving	waste,	but	prior	to	being	certified	as	closed.	After	the	entire	landfill	has reached	capacity	and	is	certified	closed,	we	must	continue	to	maintain	and	monitor	the	site	for	a	post-closure	period,	which	generally	extends	for	30	years.	Costs associated	with	closure	and	post-closure	requirements	generally	include	maintenance	of	the	site,	the	monitoring	of	methane	gas	collection	systems	and	groundwater systems,	and	other	activities	that	occur	after	the	site	has	ceased	accepting	waste.	Costs	associated	with	post-closure	monitoring	generally	include	groundwater	sampling, analysis	and	statistical	reports,	third-party	labor	associated	with	gas	system	operations	and	maintenance,	transportation	and	disposal	of	leachate,	and	erosion	control costs	related	to	the	final	cap.

Landfill	retirement	obligation	liabilities	and	assets.				Estimates	of	the	total	future	costs	required	to	cap,	close	and	monitor	each	landfill	as	specified	by	the	landfill	permit are	updated	annually.	The	estimates	include	inflation,	the	specific	timing	of	future	cash	outflows,	and	the	anticipated	waste	flow	into	the	capping	events.	Our	cost estimates	are	inflated	to	the	period	of	performance	using	an	estimate	of	inflation,	which	is	updated	annually	and	is	based	upon	the	ten	year	average	consumer	price	index (2.5%	in	both	2012	and	2011).

The	present	value	of	the	remaining	capping	costs	for	specific	capping	events	and	the	remaining	closure	and	post-closure	costs	for	each	landfill	are	recorded	as	incurred on	a	per-ton	basis.	These	liabilities	are	incurred	as	disposal	capacity	is	consumed	at	the	landfill.

Capping,	closure	and	post-closure	liabilities	are	recorded	in	layers	and	discounted	using	our	credit-adjusted	risk-free	rate	in	effect	at	the	time	the	obligation	is	incurred (4.75%	in	2012	and	6.0%	in	2011).

Retirement	obligations	are	increased	each	year	to	reflect	the	passage	of	time	by	accreting	the	balance	at	the	weighted	average	credit-adjusted	risk-free	rate	that	was	used to	calculate	each	layer	of	the	recorded	liabilities.	This	accretion	is	charged	to	operating	expenses.	Actual	cash	expenditures	reduce	the	asset	retirement	obligation liabilities	as	they	are	made.

Corresponding	retirement	obligation	assets	are	recorded	for	the	same	value	as	the	additions	to	the	capping,	closure	and	post-closure	liabilities.	The	retirement	obligation assets	are	amortized	to	expense	on	a	per-ton	basis	as	disposal	capacity	is	consumed.	The	per-ton	rate	is	calculated	by	dividing	the	sum	of	each	of	the	recorded	retirement obligation	asset's	net	book	value	and	expected	future	additions	to	the	retirement	obligation	asset	by	the	remaining	disposal	capacity.	A	per-ton	rate	is	determined	for each	separate	capping	event	based	on	the	disposal	capacity	relating	to	that	event.	Closure	and	post-closure	per-ton	rates	are	based	on	the	total	disposal	capacity	of	the landfill.

•Changes	in	legislative	or	regulatory	requirements,	including	changes	in	capping,	closure	activities	or	post-closure	monitoring	activities,	types	and quantities	of	materials	used,	or	term	of	post-closure	care,	could	cause	changes	in	our	cost	estimates.

•Changes	in	the	landfill	retirement	obligation	due	to	changes	in	the	anticipated	waste	flow,	changes	in	airspace	compaction	estimates	or	changes	in	the timing	of	expenditures	for	closed	landfills	and	fully	incurred	but	unpaid	capping	events	are	recorded	in	results	of	operations	prospectively.	This	could result	in	unanticipated	increases	or	decreases	in	expense.

•Actual	timing	of	disposal	capacity	utilization	could	differ	from	projected	timing,	causing	differences	in	timing	of	when	amortization	and	accretion	expense is	recognized	for	capping,	closure	and	post-closure	liabilities.

•Changes	in	inflation	rates	could	impact	our	actual	future	costs	and	our	total liabilities.

•Changes	in	our	capital	structure	or	market	conditions	could	result	in	changes	to	the	credit-adjusted	risk-free	rate	used	to	discount	the	liabilities,	which	could cause	changes	in	future	recorded	liabilities,	assets	and	expense.

•Amortization	rates	could	change	in	the	future	based	on	the	evaluation	of	new	facts	and	circumstances	relating	to	landfill	capping	design,	post-closure monitoring	requirements,	or	the	inflation	or	discount	rate.

On	an	annual	basis,	we	update	our	estimates	of	future	capping,	closure	and	post-closure	costs	and	of	future	disposal	capacity	for	each	landfill.	Revisions	in	estimates	of our	costs	or	timing	of	expenditures	are	recognized	immediately	as	increases	or	decreases	to	the	capping,	closure	and	post-closure	liabilities	and	the	corresponding retirement	obligation	assets.	Changes	in	the	assets	result	in	changes	to	the	amortization	rates	which	are	applied	prospectively,	except	for	fully	incurred	capping	events and	closed	landfills,	where	the	changes	are	recorded	immediately	in	results	of	operations	since	the	associated	disposal	capacity	has	already	been	consumed.

Permitted	and	probable	disposal	capacity.		Disposal	capacity	is	determined	by	the	specifications	detailed	in	the	landfill	permit.	We	classify	this	disposal	capacity	as permitted.	We	also	include	probable	expansion	disposal	capacity	in	our	remaining	disposal	capacity	estimates,	thus	including	additional	disposal	capacity	being	sought through	means	of	a	permit	expansion.	Probable	expansion	disposal	capacity	has	not	yet	received	final	approval	from	the	applicable	regulatory	agencies,	but	we	have determined	that	certain	critical	criteria	have	been	met	and	that	the	successful	completion	of	the	expansion	is	probable.	We	have	developed	six	criteria	that	must	be	met before	an	expansion	area	is	designated	as	probable	expansion	airspace.	We	believe	that	satisfying	all	of	these	criteria	demonstrates	a	high	likelihood	that	expansion airspace	that	is	incorporated	in	our	landfill	costing	will	be	permitted.	However,	because	some	of	these	criteria	are	judgmental,	they	may	exclude	expansion	airspace	that will	eventually	be	permitted	or	include	expansion	airspace	that	will	not	be	permitted.	In	either	of	these	scenarios,	our	amortization,	depletion	and	accretion	expense could	change	significantly.	Our	internal	criteria	to	classify	disposal	capacity	as	probable	expansion	airspace	are	as	follows:

•We	own	the	land	associated	with	the	expansion	airspace	or	control	it	pursuant	to	an	option

agreement;

•We	are	committed	to	supporting	the	expansion	project	financially	and	with	appropriate	resources;

•There	are	no	identified	fatal	flaws	or	impediments	associated	with	the	project,	including	political impediments;

•Progress	is	being	made	on	the	project;

•The	expansion	is	attainable	within	a	reasonable	time	frame;	and

•We	believe	it	is	likely	we	will	receive	the	expansion	permit.

After	successfully	meeting	these	criteria,	the	disposal	capacity	that	will	result	from	the	planned	expansion	is	included	in	our	remaining	disposal	capacity	estimates. Additionally,	for	purposes	of	calculating	landfill	amortization	and	capping,	closure	and	post-closure	rates,	we	include	the	incremental	costs	to	develop,	construct,	close and	monitor	the	related	probable	expansion	disposal	capacity.

•We	may	be	unsuccessful	in	obtaining	permits	for	probable	expansion	disposal	capacity	because	of	the	failure	to	obtain	the	final	local,	state	or	federal permits	or	due	to	other	unknown	reasons.	If	we	are	unsuccessful	in	obtaining	permits	for	probable	expansion	disposal	capacity,	or	the	disposal	capacity	for which	we	obtain	approvals	is	less	than	what	was	estimated,	both	our	estimated	total	costs	and	disposal	capacity	will	be	reduced,	which	generally	increases the	rates	we	charge	for	landfill	amortization	and	capping,	closure	and	post-closure	accruals.	An	unexpected	decrease	in	disposal	capacity	could	also	cause an	asset	impairment.

# Environmental	Liabilities

We	are	subject	to	an	array	of	laws	and	regulations	relating	to	the	protection	of	the	environment,	and	we	remediate	sites	in	the	ordinary	course	of	our	business.	Under current	laws	and	regulations,	we	may	be	responsible	for	environmental	remediation	at	sites	that	we	either	own	or	operate,	including	sites	that	we	have	acquired,	or	sites where	we	have	(or	a	company	that	we	have	acquired	has)	delivered	waste.	Our	environmental	remediation	liabilities	primarily	include	costs	associated	with	remediating groundwater,	surface	water	and	soil	contamination,	as	well	as	controlling	and	containing	methane	gas	migration	and	the	related	legal	costs.	To	estimate	our	ultimate liability	at	these	sites,	we	evaluate	several	factors,	including	the	nature	and	extent	of	contamination	at	each	identified	site,	the	required	remediation	methods,	the apportionment	of	responsibility	among	the	potentially	responsible	parties	and	the	financial	viability	of	those	parties.	We	accrue	for	costs	associated	with	environmental remediation	obligations	when	such	costs	are	probable	and	reasonably	estimable	in	accordance	with	accounting	for	loss	contingencies.	We	periodically	review	the	status of	all	environmental	matters	and	update	our	estimates	of	the	likelihood	of	and	future	expenditures	for	remediation	as	necessary.	Changes	in	the	liabilities	resulting	from these	reviews	are	recognized	currently	in	earnings	in	the	period	in	which	the	adjustment	is	known.	Adjustments	to	estimates	are	reasonably	possible	in	the	near	term	and may	result	in	changes	to	recorded	amounts.	With	the	exception	of	those	obligations	assumed	in	the	acquisition	of

Allied	that	were	recorded	at	estimated	fair	value,	environmental	obligations	are	recorded	on	an	undiscounted	basis.	We	have	not	reduced	the	liabilities	we	have	recorded for	recoveries	from	other	potentially	responsible	parties	or	insurance	companies.

•We	cannot	determine	with	precision	the	ultimate	amounts	of	our	environmental	remediation	liabilities.	Our	estimates	of	these	liabilities	require assumptions	about	uncertain	future	events.	Thus,	our	estimates	could	change	substantially	as	additional	information	becomes	available	regarding	the nature	or	extent	of	contamination,	the	required	remediation	methods,	the	final	apportionment	of	responsibility	among	the	potentially	responsible	parties identified,	the	financial	viability	of	those	parties,	and	the	actions	of	governmental	agencies	or	private	parties	with	interests	in	the	matter.

•Actual	amounts	could	differ	from	the	estimated	liabilities	as	a	result	of	changes	in	estimated	future	litigation	costs	to	pursue	the	matter	to	ultimate resolution.

•An	unanticipated	environmental	liability	that	arises	could	result	in	a	material	charge	to	our	consolidated	statement	of income.

# Self-Insurance	Reserves	and	Related	Costs

Our	insurance	programs	for	workers'	compensation,	commercial	general	and	auto	liability,	environmental	and	remediation	liability,	and	employee-related	health	care benefits	are	either	self-insured	or	subject	to	large	deductible	insurance	policies.	Accruals	for	self-insurance	reserves	are	based	on	claims	filed	and	estimates	of	claims incurred	but	not	reported.	We	maintain	high	deductibles	for	commercial	general	liability,	automobile	liability	and	workers'	compensation	coverage,	ranging	from $2.0	million	to	$5.0	million.

•Incident	rates,	including	frequency	and	severity,	and	other	actuarial	assumptions	could	change	causing	our	current	and	future	actuarially	determined obligations	to	change,	which	would	be	reflected	in	our	consolidated	statement	of	income	in	the	period	in	which	such	adjustment	is	known.

•Recorded	reserves	may	not	be	adequate	to	cover	the	future	payment	of	claims.	Adjustments,	if	any,	to	estimates	recorded	resulting	from	ultimate	claim payments	would	be	reflected	in	the	consolidated	statements	of	income	in	the	periods	in	which	such	adjustments	are	known.

•The	settlement	costs	to	discharge	our	obligations,	including	legal	and	health	care	costs,	could	increase	or	decrease	causing	current	estimates	of	our	self- insurance	reserves	to	change.

# Loss	Contingencies

We	are	subject	to	various	legal	proceedings,	claims	and	regulatory	matters,	the	outcomes	of	which	are	subject	to	significant	uncertainty.	We	determine	whether	to disclose	material	loss	contingencies	or	accrue	for	loss	contingencies	based	on	an	assessment	of	whether	the	risk	of	loss	is	remote,	reasonably	possible	or	probable,	and whether	it	can	be	reasonably	estimated.	We	analyze	our	litigation	and	regulatory	matters	based	on	available	information	to	assess	the	potential	liabilities.	Management develops	its	assessment	based	on	an	analysis	of	possible	outcomes	under	various	strategies.	We	record	and	disclose	loss	contingencies	pursuant	to	the	applicable accounting	guidance	for	such	matter.

We	record	losses	related	to	contingencies	in	cost	of	operations	or	selling,	general	and	administrative	expenses,	depending	on	the	nature	of	the	underlying	transaction leading	to	the	loss	contingency.

•Actual	costs	may	vary	from	our	estimates	for	a	variety	of	reasons,	including	differing	interpretations	of	laws,	opinions	on	culpability	and	assessments	of the	amount	of	damages.

•Loss	contingency	assumptions	involve	judgments	that	are	inherently	subjective	and	generally	involve	matters	that	are	by	their	nature	complex	and unpredictable.	If	a	loss	contingency	results	in	an	adverse	judgment	or	is	settled	for	a	significant	amount,	it	could	have	a	material	adverse	impact	on	our consolidated	financial	position,	results	of	operations	or	cash	flows	in	the	period	in	which	such	judgment	or	settlement	occurs.

•	New	claims	may	be	asserted	that	are	not	included	in	our	loss	contingencies.

# Asset	Impairment

Valuation	methodology.		We	evaluate	our	long-lived	assets	(other	than	goodwill)	for	impairment	whenever	events	or	changes	in	circumstances	indicate	the	carrying amount	of	the	asset	or	asset	group	may	not	be	recoverable	based	on	projected	cash	flows	anticipated	to	be	generated	from	the	ongoing	operation	of	those	assets	or	we intend	to	sell	or	otherwise	dispose	of	the	assets.

•If	events	or	changes	in	circumstances	occur,	including	reductions	in	anticipated	cash	flows	generated	by	our	operations	or	determinations	to	divest	assets, certain	assets	could	be	impaired,	which	would	result	in	a	non-cash	charge	to	earnings.

Evaluation	criteria.				We	test	long-lived	assets	for	impairment	whenever	events	or	changes	in	circumstances	indicate	that	the	carrying	amounts	of	the	assets	may	not	be recoverable.	Examples	of	such	events	could	include	a	significant	adverse	change	in	the	extent	or	manner	in	which	we	use	a	long-lived	asset,	a	change	in	its	physical condition,	or	new	circumstances	that	could	cause	an	expectation	that	it	is	more	likely	than	not	that	we	would	sell	or	otherwise	dispose	of	a	long-lived	asset	significantly before	the	end	of	its	previously	estimated	useful	life.

•Our	most	significant	asset	impairment	exposure,	other	than	goodwill	(which	is	discussed	below),	relates	to	our	landfills.	A	significant	reduction	in	our estimated	disposal	capacity	as	a	result	of	unanticipated	events	such	as	regulatory	developments,	revocation	of	an	existing	permit	or	denial	of	an	expansion permit,	or	changes	in	our	assumptions	used	to	calculate	disposal	capacity,	could	trigger	an	impairment	charge.

Recognition	criteria.		If	such	circumstances	arise,	we	recognize	impairment	for	the	difference	between	the	carrying	amount	and	fair	value	of	the	asset	if	the	net	book value	of	the	asset	exceeds	the	sum	of	the	estimated	undiscounted	cash	flows	expected	to	result	from	its	use	and	eventual	disposition.	We	generally	use	the	present	value of	the	expected	cash	flows	from	that	asset	to	determine	fair	value.

# Goodwill	Recoverability

We	annually	test	goodwill	for	impairment	at	December	31	or	when	an	indicator	of	impairment	exists.	We	test	goodwill	for	impairment	using	the	two-step	process.	The first	step	is	a	screen	for	potential	impairment,	while	the	second	step	measures	the	amount	of	the	impairment,	if	any.	The	first	step	of	the	goodwill	impairment	test compares	the	fair	value	of	a	reporting	unit	with	its	carrying	amount,	including	goodwill.

We	have	defined	our	reporting	units	to	be	consistent	with	our	operating	segments:	East,	Central	and	West.	In	determining	fair	value,	we	primarily	use	discounted	future cash	flows	and	operating	results	based	on	a	comparative	multiple	of	earnings	or	revenues.

Significant	estimates	used	in	our	fair	value	calculation	using	discounted	future	cash	flows	include:	(1)	estimates	of	future	revenue	and	expense	growth	by	reporting	unit, which	we	estimate	to	range	from	2%	to	3%;	(2)	future	estimated	effective	tax	rates,	which	we	estimate	to	be	40%;	(3)	future	estimated	capital	expenditures	as	well	as future	required	investments	in	working	capital;	(4)	estimated	discount	rates,	which	we	estimate	to	range	between	7%	and	8%;	and	(5)	the	future	terminal	value	of	the reporting	unit,	which	is	based	on	its	ability	to	exist	into	perpetuity.	Significant	estimates	used	in	the	fair	value	calculation	using	market	value	multiples	include: (a)	estimated	future	growth	potential	of	the	reporting	unit;	(b)	estimated	multiples	of	revenue	or	earnings	a	willing	buyer	is	likely	to	pay;	and	(c)	estimated	control premium	a	willing	buyer	is	likely	to	pay.

In	addition,	we	evaluate	a	reporting	unit	for	impairment	if	events	or	circumstances	change	between	annual	tests,	indicating	a	possible	impairment.	Examples	of	such events	or	circumstances	include:	(1)	a	significant	adverse	change	in	legal	factors	or	in	the	business	climate;	(2)	an	adverse	action	or	assessment	by	a	regulator;	(3)	a	more likely	than	not	expectation	that	a	reporting	unit	or	a	significant	portion	thereof	will	be	sold;	(4)	continued	or	sustained	losses	at	a	reporting	unit;	(5)	a	significant	decline in	our	market	capitalization	as	compared	to	our	book	value;	or	(6)	the	testing	for	recoverability	of	a	significant	asset	group	within	the	reporting	unit.

We	assign	assets	and	liabilities	from	our	corporate	operating	segment	to	our	three	reporting	units	to	the	extent	that	such	assets	or	liabilities	relate	to	the	cash	flows	of	the reporting	unit	and	would	be	included	in	determining	the	reporting	unit's	fair	value.

In	preparing	our	annual	test	for	impairment	as	of	December	31,	2012,	we	determined	that	our	indicated	fair	value	of	total	invested	capital	exceeded	our	total	market capitalization.	We	believe	one	of	the	primary	reconciling	differences	between	the	indicated	fair	value	of	total	invested	capital	and	our	total	market	capitalization	is	due	to a	control	premium.	We	believe	the	control	premium	represents	the	value	a	market	participant	could	extract	as	savings	and/or	synergies	by	obtaining	control,	and	thereby eliminating	duplicative	overhead	and	operating	costs	resulting	from	the	consolidation	of	routes	and	internalization	of	waste	streams.

As	of	December	31,	2012,	we	determined	that	the	indicated	fair	value	of	our	reporting	units	exceeded	their	carrying	value	by	a	range	of	approximately	30%	to	40%	and, therefore,	we	noted	no	indicators	of	impairment	at	our	reporting	units.

We	will	continuously	monitor	market	trends	in	our	business,	the	related	expected	cash	flows	and	our	calculation	of	market	capitalization	for	purposes	of	identifying possible	indicators	of	impairment.	If	our	book	value	per	share	exceeds	our	market	price	per	share	or	if	we	have	other	indicators	of	impairment,	we	will	be	required	to perform	an	interim	step	one	impairment	analysis,	which	may	lead	to	a	step	two	analysis	and	possible	impairment	of	our	goodwill.	Additionally,	we	would	then	be required	to	review	our	remaining	long-lived	assets	for	impairment.

Our	operating	segments,	which	also	represent	our	reporting	units,	are	comprised	of	several	vertically	integrated	businesses.	When	an	individual	business	within	an integrated	operating	segment	is	divested,	goodwill	is	allocated	to	that	business	based	on	its	fair	value	relative	to	the	fair	value	of	its	operating	segment.

•Future	events	could	cause	us	to	conclude	that	impairment	indicators	exist	and	that	goodwill	associated	with	acquired	businesses	is impaired.

•The	valuation	of	identifiable	goodwill	requires	significant	estimates	and	judgment	about	future	performance,	cash	flows	and	fair	value.	Our	future	results could	be	affected	if	these	current	estimates	of	future	performance	and	fair	value	change.	For	example,	a	reduction	in	long-term	growth	assumptions	could reduce	the	estimated	fair	value	of	the	operating	segments	to	below	their	carrying	values,	which	could	trigger	an	impairment	charge.	Similarly,	an	increase in	our	discount	rate	could	trigger	an	impairment	charge.	Any	resulting	impairment	charge	could	have	a	material	adverse	impact	on	our	financial	condition and	results	of	operations.

Deferred	tax	assets	and	liabilities	are	determined	based	on	differences	between	the	financial	reporting	and	income	tax	bases	of	assets	(other	than	non-deductible goodwill)	and	liabilities.	Deferred	tax	assets	and	liabilities	are	measured	using	the	income	tax	rate	in	effect	during	the	year	in	which	the	differences	are	expected	to reverse.

We	record	net	deferred	tax	assets	to	the	extent	we	believe	these	assets	will	more	likely	than	not	be	realized.	In	making	this	determination,	we	consider	all	available positive	and	negative	evidence,	including	scheduled	reversals	of	deferred	tax	liabilities,	projected	future	taxable	income,	tax	planning	strategies	and	recent	financial operations.	In	the	event	we	determine	that	we	would	be	able	to	realize	our	deferred	income	tax	assets	in	the	future	in	excess	of	their	net	recorded	amount,	we	will	make an	adjustment	to	the	valuation	allowance	which	would	reduce	our	provision	for	income	taxes.

Our	income	tax	expense,	deferred	tax	assets	and	liabilities	and	reserves	for	unrecognized	tax	benefits	reflect	management's	best	assessment	of	estimated	future	taxes	to be	paid.	We	are	subject	to	U.S.	federal	income	taxes	and	to	the	income	taxes	of	numerous	states.	Significant	judgments	and	estimates	are	required	in	determining	the combined	income	tax	expense.

Regarding	the	accounting	for	uncertainty	in	income	taxes	recognized	in	the	financial	statements,	we	record	a	tax	benefit	from	an	uncertain	tax	position	when	it	is	more likely	than	not	that	the	position	will	be	sustained	upon	examination,	including	resolutions	of	any	related	appeals	or	litigation	processes,	based	on	the	technical	merits. We	recognize	interest	and	penalties	related	to	uncertain	tax	positions	within	the	provision	for	income	taxes	in	our	consolidated	statements	of	income.	Accrued	interest and	penalties	are	included	within	other	accrued	liabilities	and	deferred	income	taxes	and	other	long-term	tax	liabilities	in	our	consolidated	balance	sheets.

•Income	tax	assets	and	liabilities	established	in	purchase	accounting	for	acquisitions	are	based	on	assumptions	that	could	differ	from	the	ultimate	outcome of	the	tax	matters.	Such	adjustments	would	be	charged	or	credited	to	earnings,	unless	they	meet	certain	remeasurement	criteria	and	are	allowed	to	be adjusted	to	goodwill.

•Changes	in	the	estimated	realizability	of	deferred	tax	assets	could	result	in	adjustments	to	our	provision	for	income taxes.

•Valuation	allowances	for	deferred	tax	assets	and	the	realizability	of	net	operating	loss	carryforwards	for	tax	purposes	are	based	on	our	judgment.	If	our judgments	and	estimates	concerning	valuation	allowances	and	the	realizability	of	net	operating	loss	carryforwards	are	incorrect,	our	provision	for	income taxes	would	change.

•We	are	currently	under	examination	or	administrative	review	by	various	state	and	federal	taxing	authorities	for	certain	tax	years.	The	Internal	Revenue Code	and	income	tax	regulations	are	a	complex	set	of	rules	that	we	must	interpret	and	apply.	Positions	taken	in	tax	years	under	examination	or	subsequent years	are	subject	to	challenge.	Accordingly,	we	may	have	exposure	for	additional	tax	liabilities	arising	from	these	audits	if	any	positions	taken	by	us	or	by companies	we	have	acquired	are	disallowed	by	the	taxing	authorities.

•We	adjust	our	liabilities	for	uncertain	tax	positions	when	our	judgment	changes	as	a	result	of	the	evaluation	of	new	information	not	previously	available. Due	to	the	complexity	of	some	of	these	uncertainties,	their	ultimate	resolution	may	result	in	payments	that	are	materially	different	from	our	current estimates	of	the	tax	liabilities.	These	differences	will	be	reflected	as	increases	or	decreases	to	our	provision	for	income	taxes	in	the	period	in	which	they	are determined.

# Defined	Benefit	Pension	Plans

We	currently	have	one	qualified	defined	benefit	pension	plan,	the	BFI	Retirement	Plan	(the	Plan).	The	Plan	covers	certain	employees	in	the	United	States,	including some	employees	subject	to	collective	bargaining	agreements.	The	Plan's	benefit	formula	is	based	on	a	percentage	of	compensation	as	defined	in	the	Plan	document.	The benefits	of	approximately	97%	of	the	current	plan	participants	were	frozen	upon	Allied's	acquisition	of	BFI	in	1999.

Our	pension	contributions	are	made	in	accordance	with	funding	standards	established	by	the	Employee	Retirement	Income	Security	Act	of	1974	and	the	Internal Revenue	Code,	as	amended	by	the	Pension	Protection	Act	of	2006.

The	Plan's	assets	are	invested	as	determined	by	our	Retirement	Benefits	Committee.	At	December	31,	2012,	the	plan	assets	were	invested	in	fixed	income	bond	funds, equity	funds	and	cash.	We	annually	review	and	adjust	the	plan's	asset	allocation	as	deemed	necessary.	Our	unfunded	benefit	obligation	for	the	Plan	was	$6.1	million	as of	December	31,	2012	compared	to	$39.9	million	as	of	December	31,	2011.

•Changes	in	the	plan's	investment	mix	and	performance	of	the	equity	and	bond	markets	and	fund	managers	could	impact	the	amount	of	pension	income	or expense	recorded,	the	funded	status	of	the	plan	and	the	need	for	future	cash	contributions.

Assumptions.		The	benefit	obligation	and	associated	income	or	expense	related	to	the	Plan	are	determined	based	on	assumptions	concerning	items	such	as	discount	rates, expected	rates	of	return	and	average	rates	of	compensation	increases.	Our	assumptions	are	reviewed	annually	and	adjusted	as	deemed	necessary.

We	determine	the	discount	rate	based	on	a	model	which	matches	the	timing	and	amount	of	expected	benefit	payments	to	maturities	of	high	quality	bonds	priced	as	of	the Plan	measurement	date.	Where	that	timing	does	not	correspond	to	a	published	high-quality	bond	rate,	our	model	uses	an	expected	yield	curve	to	determine	an appropriate	current	discount	rate.	The	yield	on	the	bonds	is	used	to	derive	a	discount	rate	for	the	liability.	If	the	discount	rate	were	to	increase	by	1%,	our	benefit obligation	would	decrease	by	approximately	$26	million.	If	the	discount	rate	were	to	decrease	by	1%,	our	benefit	obligation	would	increase	by	approximately $31	million.

In	developing	our	expected	rate	of	return	assumption,	we	evaluate	long-term	expected	and	historical	returns	on	the	Plan	assets,	giving	consideration	to	our	asset	mix	and the	anticipated	duration	of	the	Plan	obligations.	The	average	rate	of	compensation	increase	reflects	our	expectations	of	average	pay	increases	over	the	periods	benefits are	earned.	Less	than	3%	of	participants	in	the	Plan	continue	to	earn	service	benefits.

•Our	assumed	discount	rate	is	sensitive	to	changes	in	market-based	interest	rates.	A	decrease	in	the	discount	rate	will	increase	our	related	benefit	plan obligation.

•Our	annual	pension	expense	would	be	impacted	if	the	actual	return	on	plan	assets	were	to	vary	from	the	expected return.

# New	Accounting	Standards

For	a	description	of	new	accounting	standards	that	may	affect	us,	see	Note	2,	Summary	of	Significant	Accounting	Policies,	to	our	consolidated	financial	statements	in Item	8	of	this	Form	10-K.

# ITEM	7A. QUANTITATIVE	AND	QUALITATIVE	DISCLOSURES	ABOUT	MARKET

# Interest	Rate	Risk

Our	major	market	risk	exposure	of	our	financial	instruments	is	changing	interest	rates	in	the	United	States	and	fluctuations	in	LIBOR.	We	intend	to	manage	interest	rate risk	through	the	use	of	a	combination	of	fixed	and	floating	rate	debt.	The	carrying	value	of	our	variable	rate	debt	approximates	fair	value	because	interest	rates	are variable	and,	accordingly,	approximates	current	market	rates	for	instruments	with	similar	risk	and	maturities.	The	fair	value	of	our	debt	is	determined	as	of	the	balance sheet	date	and	is	subject	to	change.	The	table	below	provides	information	about	certain	of	our	market-sensitive	financial	instruments	and	constitutes	a	"forward-looking statement."

|  | 2013 | 2014 | 2015 | 2016 | 2017 | Thereafter | Total | Fair	Value<br>as	of<br>December	31,<br>2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Fixed\tRate\tDebt: |  |  |  |  |  |  |  |  |
| Amount\toutstanding\t(in\nmillions) | $5.1 | $15.7 | $5.3 | $4.1 | $4.4 | $6,145.5 | $6,180.1 | $7,129.0 |
| Average\tinterest\trates | 6.8% | 6.0% | 7.8% | 7.4% | 7.4% | 5.1% | 5.1% |  |
| Variable\tRate\tDebt: |  |  |  |  |  |  |  |  |
| Amount\toutstanding\t(in\nmillions) | $10.0 | $— | $4.8 | $25.0 | $5.2 | $925.1 | $970.1 | $970.1 |
| Average\tinterest\trates | 0.2% | —% | 0.2% | 1.3% | 0.4% | 0.5% | 0.5% |  |

The	fixed	and	variable	rate	debt	amounts	above	exclude	the	remaining	non-cash	discounts,	premiums	and	adjustments	to	fair	value	recorded	in	purchase	accounting totaling	$79.7	million.

# Fuel	Price	Risk

Fuel	costs	represent	a	significant	operating	expense.	When	economically	practical,	we	may	enter	into	new	or	renew	contracts,	or	engage	in	other	strategies,	to	mitigate market	risk.	Where	appropriate,	we	have	implemented	a	fuel	recovery	fee	that	is	designed	to	recover	our	fuel	costs.	While	we	charge	these	fees	to	a	majority	of	our customers,	we	are	unable	to	charge	such	fees	to	all	customers.	Consequently,	an	increase	in	fuel	costs	results	in	(1)	an	increase	in	our	cost	of	operations,	(2)	a	smaller increase	in	our	revenue	(from	the	fuel	recovery	fee)	and	(3)	a	decrease	in	our	operating	margin	percentage.	Conversely,	a	decrease	in	fuel	costs	results	in	(1)	a	decrease	in our	cost	of	operations,	(2)	a	smaller	decrease	in	our	revenue	and	(3)	an	increase	in	our	operating	margin	percentage.

Our	operations	also	require	the	use	of	certain	petrochemical-based	products	(such	as	liners	at	our	landfills)	whose	costs	may	vary	with	the	price	of	petrochemicals.	An increase	in	the	price	of	petrochemicals	could	increase	the	cost	of	those	products,	which	would	increase	our	operating	and	capital	costs.	We	also	are	susceptible	to increases	in	indirect	fuel	recovery	fees	from	our	vendors.

# Commodities	Prices

We	market	recycled	products	such	as	cardboard	and	newspaper	from	our	recycling	centers.	Market	demand	for	recyclable	materials	causes	volatility	in	commodity prices.	At	current	volumes	and	mix	of	materials,	we	believe	a	ten	dollar	per	ton	change	in	the	price	of	recyclable	materials	will	change	annual	revenue	and	operating income	by	approximately	$29	million	and	$20	million,	respectively,	on	an	annual	basis.

| Report	of	Independent	Registered	Public	Accounting	Firm | 66 |
| :--- | :--- |
| Report\tof\tIndependent\tRegistered\tPublic\tAccounting\tFirm\ton\tInternal\tControl\tOver\tFinancial\tReporting | 67 |
| Consolidated\tBalance\tSheets\tas\tof\tDecember\t31,\t2012\tand\t2011 | 68 |
| Consolidated\tStatements\tof\tIncome\tfor\tEach\tof\tthe\tThree\tYears\tin\tthe\tPeriod\tEnded\tDecember\t31,\t2012 | 69 |
| Consolidated\tStatements\tof\tComprehensive\tIncome\tfor\tEach\tof\tthe\tThree\tYears\tin\tthe\tPeriod\tEnded\tDecember\t31,\t2012 | 70 |
| Consolidated\tStatements\tof\tStockholders'\tEquity\tfor\tEach\tof\tthe\tThree\tYears\tin\tthe\tPeriod\tEnded\tDecember\t31,\t2012 | 71 |
| Consolidated\tStatements\tof\tCash\tFlows\tfor\tEach\tof\tthe\tThree\tYears\tin\tthe\tPeriod\tEnded\tDecember\t\t31,\t2012 | 72 |
| Notes\tto\tConsolidated\tFinancial\tStatements | 73 |

# REPORT	OF	INDEPENDENT	REGISTERED	PUBLIC	ACCOUNTING	FIRM

The	Board	of	Directors	and	Stockholders	of	Republic	Services,	Inc.:

We	have	audited	the	accompanying	consolidated	balance	sheets	of	Republic	Services,	Inc.	as	of	December	31,	2012	and	2011,	and	the	related	consolidated	statements	of income,	comprehensive	income,	stockholders'	equity,	and	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2012.	These	financial	statements	are the	responsibility	of	the	Company's	management.	Our	responsibility	is	to	express	an	opinion	on	these	financial	statements	based	on	our	audits.

We	conducted	our	audits	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	the	financial	statements	are	free	of	material	misstatement.	An	audit	includes	examining,	on	a	test	basis, evidence	supporting	the	amounts	and	disclosures	in	the	financial	statements.	An	audit	also	includes	assessing	the	accounting	principles	used	and	significant	estimates made	by	management,	as	well	as	evaluating	the	overall	financial	statement	presentation.	We	believe	that	our	audits	provide	a	reasonable	basis	for	our	opinion.

In	our	opinion,	the	financial	statements	referred	to	above	present	fairly,	in	all	material	respects,	the	consolidated	financial	position	of	Republic	Services,	Inc.	at December	31,	2012	and	2011,	and	the	consolidated	results	of	its	operations	and	its	cash	flows	for	each	of	the	three	years	in	the	period	ended	December	31,	2012,	in conformity	with	U.S.	generally	accepted	accounting	principles.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	Republic	Services,	Inc.'s	internal	control over	financial	reporting	as	of	December	31,	2012,	based	on	criteria	established	in	Internal	Control	–	Integrated	Framework	issued	by	the	Committee	of	Sponsoring Organizations	of	the	Treadway	Commission	and	our	report	dated	February	15,	2013	expressed	an	unqualified	opinion	thereon.

/s/	Ernst	&	Young	LLP

Phoenix,	Arizona

# ON	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

We	have	audited	Republic	Services,	Inc.'s	internal	control	over	financial	reporting	as	of	December	31,	2012,	based	on	criteria	established	in	Internal	Control	– Integrated	Framework	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission	(the	COSO	criteria).	Republic	Services,	Inc.'s	management is	responsible	for	maintaining	effective	internal	control	over	financial	reporting,	and	for	its	assessment	of	the	effectiveness	of	internal	control	over	financial	reporting included	in	the	accompanying	Report	of	Management	on	Republic	Services,	Inc.'s	Internal	Control	over	Financial	Reporting.	Our	responsibility	is	to	express	an	opinion on	the	Company's	internal	control	over	financial	reporting	based	on	our	audit.

We	conducted	our	audit	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States).	Those	standards	require	that	we	plan	and perform	the	audit	to	obtain	reasonable	assurance	about	whether	effective	internal	control	over	financial	reporting	was	maintained	in	all	material	respects.	Our	audit included	obtaining	an	understanding	of	internal	control	over	financial	reporting,	assessing	the	risk	that	a	material	weakness	exists,	testing	and	evaluating	the	design	and operating	effectiveness	of	internal	control	based	on	the	assessed	risk,	and	performing	such	other	procedures	as	we	considered	necessary	in	the	circumstances.	We	believe that	our	audit	provides	a	reasonable	basis	for	our	opinion.

A	company's	internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability	of	financial	reporting	and	the preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	A	company's	internal	control	over	financial reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect	the	transactions	and dispositions	of	the	assets	of	the	company;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	receipts	and	expenditures	of	the	company	are	being	made	only	in	accordance	with	authorizations	of management	and	directors	of	the	company;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or disposition	of	the	company's	assets	that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	internal	control	over	financial	reporting	may	not	prevent	or	detect	misstatements.	Also,	projections	of	any	evaluation	of	effectiveness to	future	periods	are	subject	to	the	risk	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of	compliance	with	the	policies	or procedures	may	deteriorate.

In	our	opinion,	Republic	Services,	Inc.	maintained,	in	all	material	respects,	effective	internal	control	over	financial	reporting	as	of	December	31,	2012,	based	on	the COSO	criteria.

We	also	have	audited,	in	accordance	with	the	standards	of	the	Public	Company	Accounting	Oversight	Board	(United	States),	the	consolidated	balance	sheets	of	Republic Services,	Inc.	as	of	December	31,	2012	and	2011,	and	the	related	consolidated	statements	of	income,	comprehensive	income,	stockholders'	equity,	and	cash	flows	for each	of	the	three	years	in	the	period	ended	December	31,	2012	of	Republic	Services,	Inc.	and	our	report	dated	February	15,	2013	expressed	an	unqualified	opinion thereon.

# CONSOLIDATED	BALANCE	SHEETS

# (in	millions,	except	per	share	data)

| ASSETS | December	31,	2012 | December	31,	2011 |
| :--- | :--- | :--- |
| Current\tassets: |  |  |
| Cash\tand\tcash\tequivalents | $67.6 | $66.3 |
|  | 836.6 | 825.8 |
| Prepaid\texpenses\tand\tother\tcurrent\tassets | 209.3 | 215.9 |
| Deferred\ttax\tassets | 117.8 | 157.7 |
| Total\tcurrent\tassets | 1,231.3 | 1,265.7 |
| Restricted\tcash\tand\tmarketable\tsecurities | 164.2 | 189.6 |
| Property\tand\tequipment,\tnet | 6,910.3 | 6,792.3 |
| Goodwill | 10,690.0 | 10,647.0 |
| Other\tintangible\tassets,\tnet | 358.7 | 409.6 |
| Other\tassets | 262.4 | 247.3 |
| Total\tassets | $19,616.9 | $19,551.5 |
| LIABILITIES\tAND\tSTOCKHOLDERS'\tEQUITY |  |  |
| Current\tliabilities: |  |  |
| Accounts\tpayable | $474.5 | $563.6 |
| Notes\tpayable\tand\tcurrent\tmaturities\tof\tlong-term\tdebt | 19.4 | 34.8 |
| Deferred\trevenue | 313.2 | 290.2 |
| Accrued\tlandfill\tand\tenvironmental\tcosts,\tcurrent\tportion | 195.5 | 184.2 |
| Accrued\tinterest | 68.8 | 72.2 |
| Other\taccrued\tliabilities | 623.6 | 752.5 |
| Total\tcurrent\tliabilities | 1,695.0 | 1,897.5 |
| Long-term\tdebt,\tnet\tof\tcurrent\tmaturities | 7,051.1 | 6,887.0 |
| Accrued\tlandfill\tand\tenvironmental\tcosts,\tnet\tof\tcurrent\tportion | 1,420.6 | 1,396.5 |
| Deferred\tincome\ttaxes\tand\tother\tlong-term\ttax\tliabilities | 1,232.7 | 1,161.1 |
| Self-insurance\treserves,\tnet\tof\tcurrent\tportion | 290.9 | 303.9 |
| Other\tlong-term\tliabilities | 220.9 | 222.1 |
| Commitments\tand\tcontingencies |  |  |
| Stockholders'\tequity: |  |  |
|  | — | — |
| \t\t\tincluding\tshares\theld\tin\ttreasury,\trespectively | 4.1 | 4.0 |
| Additional\tpaid-in\tcapital | 6,588.9 | 6,495.6 |
| Retained\tearnings | 2,403.2 | 2,164.7 |
| Treasury\tstock,\tat\tcost\t(44.1\tand\t32.2\tshares,\trespectively) | (1,287.1) | (961.5) |
| Accumulated\tother\tcomprehensive\tloss,\tnet\tof\ttax | (5.8) | (21.5) |
| Total\tRepublic\tServices,\tInc.\tstockholders'\tequity | 7,703.3 | 7,681.3 |
| Noncontrolling\tinterests | 2.4 | 2.1 |
| Total\tstockholders'\tequity | 7,705.7 | 7,683.4 |
| Total\tliabilities\tand\tstockholders'\tequity | $19,616.9 | $19,551.5 |

The	accompanying	notes	are	an	integral	part	of	these	financial	statements.

# CONSOLIDATED	STATEMENTS	OF	INCOME

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Revenue | $8,118.3 | $8,192.9 | $8,106.6 |
| Expenses: |  |  |  |
| Cost\tof\toperations | 5,005.7 | 4,865.1 | 4,764.8 |
| Depreciation,\tamortization\tand\tdepletion | 848.5 | 843.6 | 833.7 |
| Accretion | 78.4 | 78.0 | 80.5 |
| Selling,\tgeneral\tand\tadministrative | 820.9 | 825.4 | 858.0 |
| Negotiation\tand\twithdrawal\tcosts\t-\tCentral\tStates\tPension\tFund | 35.8 | — | — |
| (Gain)\tloss\ton\tdisposition\tof\tassets\tand\timpairments,\tnet | (2.7) | 28.1 | 19.1 |
| Restructuring\tcharges | 11.1 | — | 11.4 |
| Operating\tincome | 1,320.6 | 1,552.7 | 1,539.1 |
| Interest\texpense | (388.5) | (440.2) | (507.4) |
| Loss\ton\textinguishment\tof\tdebt | (112.6) | (210.8) | (160.8) |
| Interest\tincome | 1.0 | 0.3 | 0.7 |
| Other\tincome,\tnet | 3.4 | 4.3 | 5.4 |
| Income\tbefore\tincome\ttaxes | 823.9 | 906.3 | 877.0 |
| Provision\tfor\tincome\ttaxes | 251.8 | 317.4 | 369.5 |
| Net\tincome | 572.1 | 588.9 | 507.5 |
| Net\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (0.3) | 0.3 | (1.0) |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | $571.8 | $589.2 | $506.5 |
| Basic\tearnings\tper\tshare\tattributable\tto\tRepublic\tServices,\tInc.\tstockholders: |  |  |  |
| Basic\tearnings\tper\tshare | $1.56 | $1.57 | $1.32 |
| Weighted\taverage\tcommon\tshares\toutstanding | 366.9 | 376.0 | 383.0 |
| Diluted\tearnings\tper\tshare\tattributable\tto\tRepublic\tServices,\tInc.\tstockholders: |  |  |  |
| Diluted\tearnings\tper\tshare | $1.55 | $1.56 | $1.32 |
| Weighted\taverage\tcommon\tand\tcommon\tequivalent\tshares\toutstanding | 368.0 | 377.6 | 385.1 |
| Cash\tdividends\tper\tcommon\tshare | $0.91 | $0.84 | $0.78 |

# CONSOLIDATED	STATEMENTS	OF	COMPREHENSIVE	INCOME

# (in	millions)

|  |  | Years	Ended	December	31, |  |
| :--- | :--- | :--- | :--- |
|  | 2012 | 2011 | 2010 |
| Net\tincome | $572.1 | $588.9 | $507.5 |
| Other\tcomprehensive\tincome,\tnet\tof\ttax |  |  |  |
| Hedging\tActivity: |  |  |  |
| Settlements | 0.9 | (25.3) | (7.3) |
| Realized\t(gains)\tlosses\treclassified\tinto\tearnings | (2.3) | 4.9 | 3.9 |
| Unrealized\tgains\t(losses) | 2.8 | 1.3 | (2.4) |
| Pension\tActivity: |  |  |  |
| Change\tin\tfunded\tstatus\tof\tpension\tplan\tobligations | 15.6 | (20.7) | 8.7 |
| Gains\trelated\tto\tpension\tsettlement\treclassified\tto\tearnings | (1.3) | (3.6) | — |
| Other\tcomprehensive\tincome\t(loss),\tnet\tof\ttax | 15.7 | (43.4) | 2.9 |
| Comprehensive\tincome | 587.8 | 545.5 | 510.4 |
| Comprehensive\t(income)\tloss\tattributable\tto\tnoncontrolling\tinterests | (0.3) | 0.3 | (1.0) |
| Comprehensive\tincome\tattributable\tto\tRepublic\tServices,\tInc. | $587.5 | $545.8 | $509.4 |

# CONSOLIDATED	STATEMENT	OF	STOCKHOLDERS'	EQUITY

|  | Common	Stock<br>Shares | Amount | Additional<br>Paid-In	Capital | Retained<br>Earnings | Stock<br>Shares | Amount | Other	Comprehensive<br>Income	(Loss),	Net	of<br>Tax | Noncontrolling	Interests |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Balance\tas\tof\tDecember\t31,\t2009 | 395.7 | $4.0 | $6,316.1 | $1,683.1 | (14.9) | $(457.7) | $19.0 | $2.6 |
| Net\tincome | — | — | — | 506.5 | — | — | — | 1.0 |
| Change\tin\tthe\tvalue\tof |  |  |  |  |  |  |  |  |
| derivative\tinstruments,\tnet\tof |  |  |  |  |  |  |  |  |
| tax\tof\t$4.1 | — | — | — | — | — | — | (5.8) | — |
| Employee\tbenefit\tplan\tliability |  |  |  |  |  |  |  |  |
| adjustments,\tnet\tof\ttax\tof\t$6.1 | — | — | — | — | — | — | 8.7 | — |
| Cash\tdividends\tdeclared | — | — | — | (298.8) | — | — | — | — |
| Issuances\tof\tcommon\tstock | 4.5 | — | 90.0 | — | — | — | — | — |
| Stock-based\tcompensation | — | — | 25.0 | (0.5) | — | — | — | — |
| Purchase\tof\tcommon\tstock\tfor |  |  |  |  |  |  |  |  |
| treasury | — | — | — | — | (1.6) | (43.1) | — | — |
| Distributions\tpaid\tto\tnoncontrolling\ninterests | — | — | — | — | — | — | — | (1.2) |
| Balance\tas\tof\tDecember\t31,\t2010 | 400.2 | 4.0 | 6,431.1 | 1,890.3 | (16.5) | (500.8) | 21.9 | 2.4 |
| Net\tincome | — | — | — | 589.2 | — | — | — | (0.3) |
| Change\tin\tthe\tvalue\tof |  |  |  |  |  |  |  |  |
| derivative\tinstruments,\tnet\tof |  |  |  |  |  |  |  |  |
| tax\tof\t$13.4 | — | — | — | — | — | — | (19.1) | — |
| Employee\tbenefit\tplan\tliability\nadjustments,\tnet\tof\ttax\tof\t$17.1 | — | — | — | — | — | — | (24.3) | — |
| Cash\tdividends\tdeclared | — | — | — | (314.1) | — | — | — | — |
| Issuances\tof\tcommon\tstock | 1.9 | — | 43.2 | — | — | — | — | — |
| Stock-based\tcompensation | — | — | 21.3 | (0.7) | — | — | — | — |
| Purchase\tof\tcommon\tstock\tfor\ntreasury | — | — | — | — | (15.7) | (460.7) | — | — |
| Balance\tas\tof\tDecember\t31,\t2011 | 402.1 | 4.0 | 6,495.6 | 2,164.7 | (32.2) | (961.5) | (21.5) | 2.1 |
| Net\tincome | — | — | — | 571.8 | — | — | — | 0.3 |
| Change\tin\tthe\tvalue\tof |  |  |  |  |  |  |  |  |
| derivative\tinstruments,\tnet\tof |  |  |  |  |  |  |  |  |
| tax\tof\t$1.0 | — | — | — | — | — | — | 1.4 | — |
| Employee\tbenefit\tplan\tliability\nadjustments,\tnet\tof\ttax\tof\t$12.2 | — | — | — | — | — | — | 14.3 | — |
| Cash\tdividends\tdeclared | — | — | — | (332.5) | — | — | — | — |
| Issuances\tof\tcommon\tstock | 3.1 | 0.1 | 72.3 | — | — | — | — | — |
| Stock-based\tcompensation | — | — | 21.0 | (0.8) | — | — | — | — |
| Purchase\tof\tcommon\tstock\tfor\ntreasury | — | — | — | — | (11.9) | (325.6) | — | — |
| Balance\tas\tof\tDecember\t31,\t2012 | 405.2 | $4.1 | $6,588.9 | $2,403.2 | (44.1) | $(1,287.1) | $(5.8) | $2.4 |

# CONSOLIDATED	STATEMENTS	OF	CASH	FLOWS

|  | 2012 | Years	Ended	December	31,<br>2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Cash\tprovided\tby\toperating\tactivities: |  |  |  |
| Net\tincome | $572.1 | $588.9 | $507.5 |
| Adjustments\tto\treconcile\tnet\tincome\tto\tcash\tprovided\tby\toperating\tactivities: |  |  |  |
| Depreciation,\tamortization,\tdepletion\tand\taccretion | 926.9 | 921.6 | 914.2 |
| Non-cash\tinterest\texpense | 58.4 | 75.4 | 100.5 |
| Restructuring\trelated\tcharges | 11.1 | — | (2.0) |
| Stock-based\tcompensation | 21.2 | 20.6 | 24.5 |
| Deferred\ttax\tprovision | 83.9 | 334.8 | 61.3 |
| Provision\tfor\tdoubtful\taccounts,\tnet\tof\tadjustments | 29.7 | 21.0 | 23.6 |
| Loss\ton\textinguishment\tof\tdebt | 112.6 | 210.8 | 160.8 |
| (Gain)\tloss\ton\tdisposition\tof\tassets,\tnet\tand\tasset\timpairments | (14.1) | 6.1 | 3.9 |
| Withdrawal\tliability\t-\tCentral\tStates\tPension\tFund | 30.7 | — | — |
| Environmental\tadjustments | 62.4 | 3.6 | 17.9 |
| Excess\tincome\ttax\tbenefit\tfrom\tstock\toption\texercises\tand\tother\tnon-cash\titems | (4.1) | (9.2) | 0.3 |
| Change\tin\tassets\tand\tliabilities,\tnet\tof\teffects\tfrom\tbusiness\tacquisitions\tand\tdivestitures: |  |  |  |
| Accounts\treceivable | (37.2) | (16.0) | 8.8 |
| Prepaid\texpenses\tand\tother\tassets | (13.9) | (5.1) | (76.6) |
| Accounts\tpayable | (49.6) | 11.9 | (34.9) |
| Restructuring\tand\tsynergy\trelated\texpenditures | (70.3) | (3.0) | (20.0) |
| Capping,\tclosure\tand\tpost-closure\texpenditures | (77.6) | (105.7) | (111.3) |
| Remediation\texpenditures | (73.1) | (45.0) | (50.5) |
| Other\tliabilities | (55.3) | (244.0) | (94.3) |
| Cash\tprovided\tby\toperating\tactivities | 1,513.8 | 1,766.7 | 1,433.7 |
| Cash\tused\tin\tinvesting\tactivities: |  |  |  |
| Purchases\tof\tproperty\tand\tequipment | (903.5) | (936.5) | (794.7) |
| Proceeds\tfrom\tsales\tof\tproperty\tand\tequipment | 28.7 | 34.6 | 37.4 |
| Cash\tused\tin\tbusiness\tacquisitions\tand\tdevelopment\tprojects,\tnet\tof\tcash\tacquired | (95.3) | (42.6) | (58.9) |
| Cash\tproceeds\tfrom\tdivestitures,\tnet\tof\tcash\tdivested | 9.6 | 14.2 | 60.0 |
| Change\tin\trestricted\tcash\tand\tmarketable\tsecurities | 23.2 | (16.8) | 66.3 |
| Other | (0.3) | (3.1) | (0.6) |
| Cash\tused\tin\tinvesting\tactivities | (937.6) | (950.2) | (690.5) |
| Cash\tused\tin\tfinancing\tactivities: |  |  |  |
| Proceeds\tfrom\tnotes\tpayable\tand\tlong-term\tdebt | 2,771.4 | 1,416.4 | 1,193.5 |
| Proceeds\tfrom\tissuance\tof\tsenior\tnotes,\tnet\tof\tdiscount | 847.6 | 1,844.9 | 1,499.4 |
| Payments\tof\tnotes\tpayable\tand\tlong-term\tdebt | (3,568.2) | (3,224.5) | (3,090.3) |
| Premiums\tpaid\ton\textinguishment\tof\tdebt | (25.8) | (89.6) | (30.4) |
| Fees\tpaid\tto\tissue\tand\tretire\tsenior\tnotes\tand\tcertain\thedging\trelationships | (17.5) | (58.8) | (26.2) |
| Issuances\tof\tcommon\tstock | 70.4 | 40.7 | 86.5 |
| Excess\tincome\ttax\tbenefit\tfrom\tstock\toption\texercises | 1.9 | 2.5 | 3.5 |
| Purchases\tof\tcommon\tstock\tfor\ttreasury | (325.6) | (460.7) | (43.1) |
| Cash\tdividends\tpaid | (329.1) | (309.4) | (294.6) |
| Distributions\tpaid\tto\tnoncontrolling\tinterests | — | — | (1.2) |
| Cash\tused\tin\tfinancing\tactivities | (574.9) | (838.5) | (702.9) |
| Increase\t(decrease)\tin\tcash\tand\tcash\tequivalents | 1.3 | (22.0) | 40.3 |
| Cash\tand\tcash\tequivalents\tat\tbeginning\tof\tperiod | 66.3 | 88.3 | 48.0 |
| Cash\tand\tcash\tequivalents\tat\tend\tof\tperiod | $67.6 | $66.3 | $88.3 |

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS

# 1.	BASIS	OF	PRESENTATION

Republic	Services,	Inc.	(a	Delaware	corporation)	and	its	subsidiaries	(also	referred	to	collectively	as	Republic,	we,	us,	our,	or	the	Company	in	this	report)	is	the	second largest	provider	of	non-hazardous	solid	waste	collection,	transfer	station,	recycling	and	disposal	services	in	the	United	States,	as	measured	by	revenue.	We	manage	and evaluate	our	operations	through	three	geographic	regions	–	East,	Central,	and	West,	which	we	have	identified	as	our	reportable	segments.

The	consolidated	financial	statements	include	the	accounts	of	Republic	and	its	wholly	owned	and	majority	owned	subsidiaries	in	accordance	with	accounting	principles generally	accepted	in	the	United	States	of	America	(U.S.	GAAP).	We	account	for	investments	in	entities	in	which	we	do	not	have	a	controlling	financial	interest	under either	the	equity	method	or	cost	method	of	accounting,	as	appropriate.	All	material	intercompany	accounts	and	transactions	have	been	eliminated	in	consolidation.

For	comparative	purposes,	certain	prior	year	amounts	have	been	reclassified	to	conform	to	the	current	year	presentation.	All	amounts	are	in	millions,	except	per	share amounts	and	unless	otherwise	noted.

# 2. SUMMARY	OF	SIGNIFICANT	ACCOUNTING	POLICIES

# Management's	Estimates	and	Assumptions

In	preparing	our	financial	statements,	we	make	numerous	estimates	and	assumptions	that	affect	the	amounts	reported	in	these	financial	statements	and	accompanying notes.	We	must	make	these	estimates	and	assumptions	because	certain	information	that	we	use	is	dependent	on	future	events,	cannot	be	calculated	with	a	high	degree	of precision	from	data	available	or	simply	cannot	be	readily	calculated	based	on	generally	accepted	methodologies.	In	preparing	our	financial	statements,	the	more	critical and	subjective	areas	that	deal	with	the	greatest	amount	of	uncertainty	relate	to	our	accounting	for	our	long-lived	assets,	including	recoverability,	landfill	development costs,	and	final	capping,	closure	and	post-closure	costs,	our	valuation	allowances	for	accounts	receivable	and	deferred	tax	assets,	our	liabilities	for	potential	litigation, claims	and	assessments,	our	liabilities	for	environmental	remediation,	employee	benefit	plans,	deferred	taxes,	uncertain	tax	positions,	self-insurance	reserves,	and	our estimates	of	the	fair	values	of	assets	acquired	and	liabilities	assumed	in	any	acquisition.	Each	of	these	items	is	discussed	in	more	detail	elsewhere	in	these	Notes	to	the Consolidated	Financial	Statements.	Our	actual	results	may	differ	significantly	from	our	estimates.

We	consider	liquid	investments	with	an	original	maturity	at	the	date	of	acquisition	of	three	months	or	less	to	be	cash	equivalents.

We	may	have	net	book	credit	balances	in	our	primary	disbursement	accounts	at	the	end	of	a	reporting	period.	We	classify	such	credit	balances	as	accounts	payable	in our	consolidated	balance	sheets	as	checks	presented	for	payment	to	these	accounts	are	not	payable	by	our	banks	under	overdraft	arrangements,	and,	therefore,	do	not represent	short-term	borrowings.	As	of	December	31,	2012	and	2011,	there	were	net	book	credit	balances	of	$51.0	million	and	$85.6	million	in	our	primary disbursement	accounts	which	were	classified	as	accounts	payable	on	our	consolidated	balance	sheets.

# Concentration	of	Credit	Risk

Financial	instruments	that	potentially	subject	us	to	concentrations	of	credit	risk	consist	of	cash	and	cash	equivalents,	trade	accounts	receivable	and	derivative instruments.	We	place	our	cash	and	cash	equivalents	with	high	quality	financial	institutions.	Such	balances	may	be	in	excess	of	FDIC	insured	limits.	To	manage	the related	credit	exposure,	we	continually	monitor	the	credit	worthiness	of	the	financial	institutions	where	we	have	deposits.	Concentrations	of	credit	risk	with	respect	to trade	accounts	receivable	are	limited	due	to	the	wide	variety	of	customers	and	markets	in	which	we	provide	services,	as	well	as	the	dispersion	of	our	operations	across many	geographic	areas.	We	provide	services	to	commercial,	industrial,	municipal	and	residential	customers	in	the	United	States	and	Puerto	Rico.	We	perform	ongoing credit	evaluations	of	our	customers,	but	do	not	require	collateral	to	support	customer	receivables.	We	establish	an	allowance	for	doubtful	accounts	based	on	various factors	including	the	credit	risk	of	specific	customers,	age	of	receivables	outstanding,	historical	trends,	economic	conditions	and	other	information.	No	customer exceeded	5%	of	our	outstanding	accounts	receivable	balance	at	December	31,	2012	and	2011.

# Accounts	Receivable,	Net	of	Allowance	for	Doubtful	Accounts

Accounts	receivable	represent	receivables	from	customers	for	collection,	transfer,	recycling,	disposal	and	other	services.	Our	receivables	are	recorded	when	billed	or when	the	related	revenue	is	earned,	if	earlier,	and	represent	claims	against	third	parties

# NOTES	TO	CONSOLIDATED	FINANCIAL	STATEMENTS—(Continued)

that	will	be	settled	in	cash.	The	carrying	value	of	our	receivables,	net	of	the	allowance	for	doubtful	accounts,	represents	their	estimated	net	realizable	value.	Provisions for	doubtful	accounts	are	evaluated	on	a	monthly	basis	and	are	recorded	based	on	our	historical	collection	experience,	the	age	of	the	receivables,	specific	customer information	and	economic	conditions.	We	also	review	outstanding	balances	on	an	account-specific	basis.	In	general,	reserves	are	provided	for	accounts	receivable	in excess	of	ninety	days	old.	Past	due	receivable	balances	are	written-off	when	our	collection	efforts	have	been	unsuccessful	in	collecting	amounts	due.

The	following	table	reflects	the	activity	in	our	allowance	for	doubtful	accounts	for	the	years	ended	December	31,	2012,	2011	and	2010:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tyear | $48.1 | $50.9 | $55.2 |
| Additions\tcharged\tto\texpense | 29.7 | 21.0 | 23.6 |
| Accounts\twritten-off | (32.5) | (23.8) | (27.9) |
| Balance\tat\tend\tof\tyear | $45.3 | $48.1 | $50.9 |

# Restricted	Cash	and	Marketable	Securities

As	of	December	31,	2012,	we	had	$164.2	million	of	restricted	cash	and	marketable	securities.	We	obtain	funds	through	the	issuance	of	tax-exempt	bonds	for	the	purpose of	financing	qualifying	expenditures	at	our	landfills,	transfer	stations,	collection	and	recycling	centers.	The	funds	are	deposited	directly	into	trust	accounts	by	the bonding	authorities	at	the	time	of	issuance.	As	the	use	of	these	funds	is	contractually	restricted,	and	we	do	not	have	the	ability	to	use	these	funds	for	general	operating purposes,	they	are	classified	as	restricted	cash	and	marketable	securities	in	our	consolidated	balance	sheets.

In	the	normal	course	of	business,	we	may	be	required	to	provide	financial	assurance	to	governmental	agencies	and	a	variety	of	other	entities	in	connection	with municipal	residential	collection	contracts,	closure	or	post-	closure	of	landfills,	environmental	remediation,	environmental	permits,	and	business	licenses	and	permits	as	a financial	guarantee	of	our	performance.	At	several	of	our	landfills,	we	satisfy	financial	assurance	requirements	by	depositing	cash	into	restricted	trust	funds	or	escrow accounts.

We	record	property	and	equipment	at	cost.	Expenditures	for	major	additions	and	improvements	to	facilities	are	capitalized,	while	maintenance	and	repairs	are	charged	to expense	as	incurred.	When	property	is	retired	or	otherwise	disposed,	the	related	cost	and	accumulated	depreciation	are	removed	from	the	accounts	and	any	resulting	gain or	loss	is	reflected	in	the	consolidated	statements	of	income.

We	revise	the	estimated	useful	lives	of	property	and	equipment	acquired	through	business	acquisitions	to	conform	with	our	policies.	We	depreciate	assets	over	their estimated	useful	lives	using	the	straight-line	method.	We	assume	no	salvage	value	for	our	depreciable	property	and	equipment.	The	estimated	useful	lives	of	our	property and	equipment	are	as	follows:

|  | Estimated<br>Useful<br>Lives |
| :--- | :--- |
| Buildings\tand\timprovements | 7\t-\t40\tyears |
| Vehicles | 5\t-\t12\tyears |
| Landfill\tequipment | 7\t-\t10\tyears |
| Other\tequipment | 3\t-\t15\tyears |
| Furniture\tand\tfixtures | 5\t-\t12\tyears |

Landfill	development	costs	are	also	included	in	property	and	equipment.	Landfill	development	costs	include	direct	costs	incurred	to	obtain	landfill	permits	and	direct costs	incurred	to	acquire,	construct	and	develop	sites	as	well	as	final	capping,	closure	and	post-closure	assets.	These	costs	are	amortized	or	depleted	based	on	consumed airspace.	All	indirect	landfill	development	costs	are	expensed	as	incurred.	For	additional	information,	see	Note	8,	Landfill	and	Environmental	Costs.

# Capitalized	Interest

We	capitalize	interest	on	landfill	cell	construction	and	other	construction	projects	if	they	meet	the	following	criteria:

•Total	construction	costs	are	$50,000	or

greater,

•The	construction	phase	is	one	month	or	longer,

•The	assets	have	a	useful	life	of	one	year	or	longer

Interest	is	capitalized	on	qualified	assets	while	they	undergo	activities	to	ready	them	for	their	intended	use.	Capitalization	of	interest	ceases	once	an	asset	is	placed	into service	or	if	construction	activity	is	suspended	for	more	than	a	brief	period	of	time.	Our	interest	capitalization	rate	is	based	on	our	weighted	average	cost	of	indebtedness. Interest	capitalized	was	$8.4	million,	$8.1	million	and	$6.3	million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively.

# Fair	Value	of	Financial	Instruments

Our	financial	instruments	include	cash	and	cash	equivalents,	restricted	cash	and	marketable	securities,	fuel,	commodity	and	interest	rate	hedges,	long-term	debt	and assets	in	our	defined	benefit	plan.	Accounting	standards	include	disclosure	requirements	around	fair	values	used	for	certain	financial	instruments	and	establish	a	fair value	hierarchy.	The	hierarchy	prioritizes	valuation	inputs	into	three	levels	based	on	the	extent	to	which	inputs	used	in	measuring	fair	value	are	observable	in	the market.	Each	fair	value	measurement	is	reported	in	one	of	three	levels:

•Level	1	–	inputs	are	based	upon	unadjusted	quoted	prices	for	identical	instrument	traded	in	active

•Level	2	–	inputs	are	based	upon	quoted	prices	for	similar	instruments	in	active	markets,	quoted	prices	for	identical	or	similar	instruments	in	markets	that	are	not active,	and	model-based	valuation	techniques	for	which	all	significant	assumptions	are	observable	in	the	market	or	can	be	corroborated	by	observable	market data	for	substantially	the	full	term	of	the	assets	or	liabilities.

•Level	3	–	inputs	are	generally	unobservable	and	typically	reflect	management's	estimates	of	assumptions	that	market	participants	would	use	in	pricing	the	asset or	liability.	The	fair	values	are	therefore	determined	using	model-based	techniques	that	include	option	pricing	models,	discounted	cash	flow	models,	and	similar techniques.

See	Note	9,	Debt,	Note	11,	Employee	Benefit	Plans,	and	Note	15,	Financial	Instruments,	for	fair	value	disclosures	related	to	our	long-term	debt,	defined	benefit	pension plan	investments,	restricted	cash	and	marketable	securities	and	derivative	instruments,	respectively.

# Investments	Other	Than	Derivatives

Investments	other	than	derivatives	primarily	include	money	market	funds,	common	stock,	mutual	funds,	real	estate	investment	trusts,	U.S.	government	and	agency securities,	municipal	and	corporate	bonds,	foreign	government	and	corporate	bonds.	In	general,	and	where	applicable,	we	use	quoted	prices	in	active	markets	for identical	assets	or	liabilities	to	determine	fair	value.	This	pricing	methodology	applies	to	our	Level	1	investments,	such	as	money	market	funds,	common	stock	and certain	mutual	funds.	If	quoted	prices	in	active	markets	for	identical	assets	or	liabilities	are	not	available	to	determine	fair	value,	then	we	use	quoted	prices	for	similar assets	and	liabilities	or	inputs	other	than	the	quoted	prices	that	are	observable	either	directly	or	indirectly.	These	investments	are	included	in	Level	2	and	consist primarily	of	corporate	bonds,	foreign	government	bonds,	real	estate	investment	trusts	and	certain	agency	securities.

# Derivative	Financial	Instruments

We	use	derivative	financial	instruments	to	manage	our	risk	associated	with	changing	interest	rates	and	changing	prices	for	commodities	we	frequently	purchase	or	sell by	creating	offsetting	market	exposures.	Historically,	we	used	interest	rate	swap	agreements	to	manage	risk	associated	with	fluctuations	in	interest	rates.	We	have	entered into	multiple	agreements	designated	as	cash	flow	hedges	to	mitigate	some	of	our	exposure	to	changes	in	diesel	fuel	prices	and	prices	of	certain	recycling	commodities.

All	derivatives	are	measured	at	fair	value	and	recognized	in	the	balance	sheet	as	assets	or	liabilities,	as	appropriate.	For	derivatives	designated	as	cash	flow	hedges, changes	in	fair	value	of	the	effective	portions	of	derivative	instruments	are	reported	in	stockholders'	equity	as	components	of	other	comprehensive	income	until	the forecasted	transaction	occurs	or	is	not	probable	of	occurring.	When	the	forecasted	transaction	occurs	or	is	not	probable	of	occurring,	the	realized	net	gain	or	loss	is	then recognized	in	the	consolidated	statements	of	income.	Changes	in	fair	value	of	the	ineffective	portions	of	derivative	instruments	are	recognized	currently	in	earnings.

The	fair	values	of	our	diesel	fuel	and	recycling	commodity	hedges	are	determined	using	standard	valuation	models	with	assumptions	about	prices	and	other	relevant information	based	on	those	observed	in	the	underlying	markets	(Level	2	in	the	fair	value	hierarchy).	The	estimated	fair	values	of	derivatives	used	to	hedge	risks	fluctuate over	time	and	should	be	viewed	in	relation	to	the	underlying	hedged	transactions.

# Landfill	and	Environmental	Costs

# Life	Cycle	Accounting

We	use	life-cycle	accounting	and	the	units-of-consumption	method	to	recognize	certain	landfill	costs	over	the	life	of	the	site.	In	life	cycle	accounting,	all	costs	to	acquire and	construct	a	site	are	capitalized,	and	charged	to	expense	based	on	the	consumption	of	cubic	yards	of	available	airspace.

Costs	and	airspace	estimates	are	developed	at	least	annually	by	engineers.	We	use	these	estimates	to	adjust	the	rates	we	use	to	deplete	capitalized	costs.	Changes	in	these estimates	primarily	relate	to	changes	in	available	airspace,	inflation	and	applicable	regulations.	Changes	in	available	airspace	include	but	are	not	limited	to	changes	due to	the	addition	of	airspace	lying	in	probable	expansion	areas,	airspace	consumed	and	changes	in	engineering	estimates.

# Probable	Expansion	Airspace

We	classify	landfill	disposal	capacity	as	either	permitted	(having	received	the	final	permit	from	the	applicable	regulatory	agency)	or	as	probable	expansion	airspace. Before	airspace	included	in	an	expansion	area	is	determined	to	be	probable	expansion	airspace	and,	therefore,	is	included	in	our	calculation	of	total	available	disposal capacity,	all	of	the	following	criteria	must	be	met:

•We	own	the	land	associated	with	the	expansion	airspace	or	control	it	pursuant	to	an	option agreement,

•We	believe	it	is	likely	will	receive	the	expansion	permit.

Upon	meeting	our	expansion	criteria,	the	rates	used	at	each	applicable	landfill	to	expense	costs	to	acquire,	construct,	cap,	close	and	maintain	a	site	during	the	post- closure	period	are	adjusted	to	include	both	the	probable	expansion	airspace	and	the	additional	costs	to	be	capitalized	or	accrued	associated	with	that	expansion	airspace.

We	have	identified	three	steps	that	landfills	generally	follow	to	obtain	expansion	permits.	These	steps	are	as	follows:

1. Obtaining	approval	from	local

authorities,

2. Submitting	a	permit	application	to	state	authorities,	and

3. Obtaining	permit	approval	from	state

We	continually	monitor	our	progress	toward	obtaining	permits	for	each	of	our	sites	with	probable	airspace.	If	we	determine	that	a	landfill	expansion	area	no	longer	meets our	criteria,	the	probable	expansion	airspace	is	removed	from	the	landfill's	total	available	capacity	and	the	rates	used	at	the	landfill	to	deplete	costs	to	acquire,	construct, cap,	close	and	maintain	a	site	during	the	post-closure	period	are	adjusted	accordingly.	In	addition,	any	amounts	capitalized	for	the	probable	expansion	airspace	are charged	to	expense	in	the	period	in	which	it	is	determined	that	the	criteria	are	no	longer	met.

# Capitalized	Landfill	Costs

Capitalized	landfill	costs	include	expenditures	for	land,	permitting,	cell	construction	and	environmental	structures.	Capitalized	permitting	and	cell	construction	costs	are limited	to	direct	costs	relating	to	these	activities,	including	legal,	engineering	and	construction	costs	associated	with	excavation,	natural	and	synthetic	liners,	construction of	leachate	collection	systems,	installation	of	methane	gas	collection	and	monitoring	systems,	installation	of	groundwater	monitoring	wells	and	other	costs

associated	with	the	development	of	the	site.	Interest	is	capitalized	on	landfill	construction	projects	while	the	assets	are	undergoing	activities	to	ready	them	for	their intended	use.	Capitalized	landfill	costs	also	include	final	capping,	closure	and	post-closure	assets	and	are	depleted	as	airspace	is	consumed	using	the	units-of- consumption	method.

Costs	related	to	acquiring	land,	excluding	the	estimated	residual	value	of	unpermitted,	non-buffer	land,	and	costs	related	to	permitting	and	cell	construction	are	depleted as	airspace	is	consumed	using	the	units-of-consumption	method.

Capitalized	landfill	costs	also	may	include	an	allocation	of	purchase	price	paid	for	landfills.	For	landfills	purchased	as	part	of	a	group	of	assets,	the	purchase	price assigned	to	the	landfill	is	determined	based	on	the	estimated	fair	value	of	the	landfill	relative	to	the	fair	value	of	other	assets	within	the	acquired	group.	If	the	landfill meets	our	expansion	criteria,	the	purchase	price	is	further	allocated	between	permitted	airspace	and	expansion	airspace	based	on	the	ratio	of	permitted	versus	probable expansion	airspace	to	total	available	airspace.	Landfill	purchase	price	is	amortized	using	the	units-of-consumption	method	over	the	total	available	airspace	including probable	expansion	airspace	where	appropriate.

# Final	capping

We	have	future	obligations	for	final	capping,	closure	and	post-closure	costs	with	respect	to	the	landfills	we	own	or	operate	as	set	forth	in	applicable	landfill	permits.	The permit	requirements	are	based	on	the	Subtitle	C	and	Subtitle	D	regulations	of	the	Resource	Conservation	and	Recovery	Act	(RCRA),	as	implemented	and	applied	on	a state-by-state	basis.	We	define	final	capping	as	activities	required	to	permanently	cover	a	portion	of	a	landfill	that	has	been	completely	filled	with	waste.	Final	capping typically	includes	installing	flexible	membrane	and	geosynthetic	clay	liners,	drainage	and	compact	soil	layers,	and	topsoil,	and	is	constructed	over	an	area	of	the	landfill where	total	airspace	capacity	has	been	consumed	and	waste	disposal	operations	have	ceased.	These	final	capping	activities	occur	in	phases	as	needed	throughout	the operating	life	of	a	landfill	as	specific	areas	are	filled	to	capacity	and	the	final	elevation	for	that	specific	area	is	reached	in	accordance	with	the	provisions	of	the	operating permit.	We	consider	final	capping	events	to	be	discrete	activities	that	are	recognized	as	asset	retirement	obligations	separately	from	other	closure	and	post-closure obligations.	As	a	result,	we	use	a	separate	rate	per	ton	for	recognizing	the	principal	amount	of	the	liability	and	related	asset	associated	with	each	capping	event.	We amortize	the	asset	recorded	pursuant	to	this	approach	as	waste	volume	related	to	the	capacity	covered	by	the	capping	event	is	placed	into	the	landfill	based	on	the consumption	of	cubic	yards	of	available	airspace.

# Closure	and	post-closure

Closure	and	post-closure	activities	occur	after	the	entire	landfill	ceases	to	accept	waste	and	closes.	These	activities	involve	methane	gas	control,	leachate	management and	groundwater	monitoring,	surface	water	monitoring	and	control,	and	other	operational	and	maintenance	activities	that	occur	after	the	site	ceases	to	accept	waste. Obligations	associated	with	monitoring	and	controlling	methane	gas	migration	and	emissions	are	set	forth	in	applicable	landfill	permits	and	these	requirements	are	based on	the	provisions	of	the	Clean	Air	Act.	The	post-closure	period	generally	runs	for	30	years	after	final	site	closure	for	municipal	solid	waste	landfills	and	a	shorter	period for	construction	and	demolition	landfills	and	inert	landfills.	We	recognize	asset	retirement	obligations	and	the	related	amortization	expense	for	closure	and	post-closure (excluding	obligations	for	final	capping)	using	the	units-of-consumption	method	over	the	total	remaining	capacity	of	the	landfill.	The	total	remaining	capacity	includes probable	expansion	airspace.

# Estimated	future	expenditures

Estimates	of	future	expenditures	for	final	capping,	closure	and	post-closure	are	developed	at	least	annually	by	engineers.	Management	reviews	these	estimates	and	our operating	and	accounting	personnel	use	them	to	adjust	the	rates	used	to	capitalize	and	amortize	these	costs.	These	estimates	involve	projections	of	costs	that	will	be incurred	during	the	remaining	life	of	the	landfill	for	final	capping	activities,	after	the	landfill	ceases	operations	and	during	the	legally	required	post-closure	monitoring period.	We	currently	retain	post-closure	responsibility	for	128	closed	landfills.

# Fair	value	measurements

In	general,	we	engage	third	parties	to	perform	most	of	our	final	capping,	closure	and	post-closure	activities.	Accordingly,	the	fair	value	of	these	activities	is	based	on quoted	and	actual	prices	paid	for	similar	work.	We	also	perform	some	of	our	final	capping,	closure	and	post-closure	activities	using	internal	resources.	Where	we	expect internal	resources	to	be	used	to	fulfill	an	asset	retirement	obligation,	we	add	a	profit	margin	to	the	estimated	cost	of	such	services	to	better	reflect	their	fair	value.	If	we perform	these	services	internally,	the	added	profit	margin	is	recognized	as	a	component	of	operating	income	in	the	period	the	obligation	is	settled.

An	estimate	of	fair	value	should	include	the	price	that	marketplace	participants	are	able	to	receive	for	bearing	the	uncertainties	in	cash	flows.	However,	when	utilizing discounted	cash	flow	techniques,	reliable	estimates	of	market	premiums	may	not	be	obtainable.	In	this	situation,	it	is	not	necessary	to	consider	a	market	risk	premium	in the	determination	of	expected	cash	flows.	While	the	cost	of	asset	retirement	obligations	associated	with	final	capping,	closure	and	post-closure	can	be	quantified	and estimated,	there	is	not	an	active	market	that	can	be	utilized	to	determine	the	fair	value	of	these	activities.	In	the	waste	industry,	there	generally	is	not	a	market	for	selling the	responsibility	for	final	capping,	closure	and	post-closure	independent	of	selling	the	landfill	in	its	entirety.	Accordingly,	we	believe	that	it	is	not	possible	to	develop	a methodology	to	reliably	estimate	a	market	risk	premium	and	have	excluded	a	market	risk	premium	from	our	determination	of	expected	cash	flow	for	landfill	asset retirement	obligations.	Absent	quoted	market	prices,	the	estimate	of	fair	value	is	based	on	the	best	available	information,	including	the	results	of	present	value techniques.

Our	estimates	of	costs	to	discharge	asset	retirement	obligations	for	landfills	are	developed	in	today's	dollars.	These	costs	are	inflated	each	year	to	reflect	a	normal escalation	of	prices	up	to	the	year	they	are	expected	to	be	paid.	We	use	a	2.5%	inflation	rate,	which	is	based	on	the	ten-year	historical	moving	average	increase	of	the U.S.	Consumer	Price	Index,	and	is	the	rate	used	by	most	waste	industry	participants.

These	estimated	costs	are	then	discounted	to	their	present	value	using	a	credit-adjusted,	risk-free	interest	rate.	In	general,	the	credit-adjusted,	risk-free	interest	rate	we used	for	liability	recognition	was	4.75%	and	6.0%	for	the	years	ended	December	31,	2012	and	2011,	respectively,	which	was	based	on	the	estimated	all-in	yield	we would	have	needed	to	offer	to	sell	thirty-year	debt	in	the	public	market.	However,	as	part	of	the	initial	application	of	purchase	accounting,	our	capping,	closure	and	post- closure	obligations	acquired	from	Allied	Waste	Industries,	Inc.	(Allied)	were	recorded	at	their	fair	values	as	of	the	acquisition	date,	and	were	discounted	using	a	rate	of 9.75%	due	to	market	conditions	at	the	time	of	the	acquisition.

# Changes	in	assets	retirement	obligations

A	liability	for	an	asset	retirement	obligation	is	recognized	in	the	period	in	which	it	is	incurred	and	is	initially	measured	at	fair	value.	The	offset	to	the	liability	is capitalized	as	part	of	the	carrying	amount	of	the	related	long-lived	asset.	Changes	in	the	liabilities	due	to	revisions	to	estimated	future	cash	flows	are	recognized	by increasing	or	decreasing	the	liabilities	with	the	offsets	adjusting	the	carrying	amounts	of	the	related	long-lived	assets,	and	may	also	require	immediate	adjustments	to amortization	expense	in	the	consolidated	statement	of	income.	Upward	revisions	in	the	amount	of	undiscounted	estimated	cash	flows	used	to	record	a	liability	are discounted	using	the	credit-adjusted,	risk-free	interest	rate	in	effect	at	the	time	of	the	change.	Downward	revisions	in	the	amount	of	undiscounted	estimated	cash	flows used	to	record	a	liability	are	discounted	using	the	credit-adjusted,	risk-free	rate	that	existed	when	the	original	liability	was	recognized.

Changes	in	asset	retirement	obligations	due	to	the	passage	of	time	are	measured	by	recognizing	accretion	expense	in	a	manner	that	results	in	a	constant	effective	interest rate	being	applied	to	the	average	carrying	amount	of	the	liability.	The	effective	interest	rate	used	to	calculate	accretion	expense	is	our	credit-adjusted,	risk-free	interest rate	in	effect	at	the	time	the	liabilities	were	recorded.

We	review	our	calculations	with	respect	to	landfill	asset	retirement	obligations	at	least	annually.	If	there	is	a	significant	change	in	the	facts	and	circumstances	related	to	a landfill	during	the	year,	we	will	review	our	calculations	for	the	landfill	as	soon	as	practical	after	the	change	has	occurred.

# Landfill	operating	expenses

Costs	associated	with	daily	maintenance	activities	and	environmental	compliance	during	the	operating	life	of	the	landfill	are	expensed	as	incurred.	These	costs	include, among	other	things,	leachate	treatment	and	disposal,	methane	gas	and	groundwater	monitoring	and	systems	maintenance,	interim	cap	maintenance,	costs	associated	with the	application	of	daily	cover	materials,	and	the	legal	and	administrative	costs	of	ongoing	environmental	compliance.

We	are	subject	to	an	array	of	laws	and	regulations	relating	to	the	protection	of	the	environment,	and	we	remediate	sites	in	the	ordinary	course	of	our	business.	Under current	laws	and	regulations,	we	may	be	responsible	for	environmental	remediation	at	sites	that	we	either	own	or	operate,	including	sites	that	we	have	acquired,	or	sites where	we	have	(or	a	company	that	we	have	acquired	has)	delivered	waste.	Our	environmental	remediation	liabilities	primarily	include	costs	associated	with	remediating groundwater,	surface	water	and	soil	contamination,	as	well	as	controlling	and	containing	methane	gas	migration	and	the	related	legal	costs.	To	estimate	our	ultimate liability	at	these	sites,	we	evaluate	several	factors,	including	the	nature	and	extent	of	contamination	at	each	identified	site,	the	required	remediation	methods,	the apportionment	of	responsibility	among	the	potentially	responsible	parties	and	the	financial	viability	of	those	parties.	We	accrue	for	costs	associated	with	environmental

remediation	obligations	when	such	costs	are	probable	and	reasonably	estimable	in	accordance	with	accounting	for	loss	contingencies.	We	periodically	review	the	status of	all	environmental	matters	and	update	our	estimates	of	the	likelihood	of	and	future	expenditures	for	remediation	as	necessary.	Changes	in	the	liabilities	resulting	from these	reviews	are	recognized	currently	in	earnings	in	the	period	in	which	the	adjustment	is	known.	Adjustments	to	estimates	are	reasonably	possible	in	the	near	term	and may	result	in	changes	to	recorded	amounts.	With	the	exception	of	those	obligations	assumed	in	the	acquisition	of	Allied	that	were	recorded	at	estimated	fair	values, environmental	obligations	are	recorded	on	an	undiscounted	basis.	We	have	not	reduced	the	liabilities	we	have	recorded	for	recoveries	from	other	potentially	responsible parties	or	insurance	companies.

# Business	Combinations

We	acquire	businesses	in	the	waste	industry,	including	non-hazardous	waste	collection,	transfer	station,	recycling	and	disposal	operations,	as	part	of	our	growth	strategy. Businesses	are	included	in	the	consolidated	financial	statements	from	the	date	of	acquisition.

We	recognize,	separately	from	goodwill,	the	identifiable	assets	acquired	and	liabilities	assumed	at	their	estimated	acquisition-date	fair	values.	We	measure	and recognize	goodwill	as	of	the	acquisition	date	as	the	excess	of:	(1)	the	aggregate	of	the	fair	value	of	consideration	transferred,	the	fair	value	of	any	noncontrolling	interest in	the	acquiree	(if	any)	and	the	acquisition-date	fair	value	of	our	previously	held	equity	interest	in	the	acquiree	(if	any),	over	(2)	the	fair	value	of	assets	acquired	and liabilities	assumed.	If	information	about	facts	and	circumstances	existing	as	of	the	acquisition	date	is	incomplete	by	the	end	of	the	reporting	period	in	which	a	business combination	occurs,	we	report	provisional	amounts	for	the	items	for	which	the	accounting	is	incomplete.	The	measurement	or	allocation	period	ends	once	we	receive	the information	we	are	seeking;	however,	this	period	will	not	exceed	one	year	from	the	acquisition	date.	Any	material	adjustments	recognized	during	the	measurement period	will	be	reflected	retrospectively	in	the	consolidated	financial	statements	of	the	subsequent	period.	We	will	recognize	third-party	transaction	related	costs	as expense	currently	in	the	period	in	which	they	are	incurred.

# Goodwill	and	Other	Intangible	Assets

Significant	estimates	used	in	our	fair	value	calculation	using	discounted	future	cash	flows	include:	(1)	estimates	of	future	revenue	and	expense	growth	by	reporting	unit, which	we	estimate	to	range	from	2%	to	3%	annually;	(2)	future	estimated	effective	tax	rates,	which	we	estimate	to	be	40%;	(3)	future	estimated	capital	expenditures	and future	required	investments	in	working	capital;	(4)	estimated	discount	rates,	which	we	estimate	to	range	between	7%	and	8%;	and	(5)	the	future	terminal	value	of	the reporting	unit,	which	is	based	on	its	ability	to	exist	into	perpetuity.	Significant	estimates	used	in	the	fair	value	calculation	utilizing	market	value	multiples	include: (a)	estimated	future	growth	potential	of	the	reporting	unit;	(b)	estimated	multiples	of	revenue	or	earnings	a	willing	buyer	is	likely	to	pay;	and	(c)	estimated	control premium	a	willing	buyer	is	likely	to	pay.

In	preparing	our	annual	test	for	impairment	as	of	December	31,	2012,	we	determined	that	our	indicated	fair	value	of	total	invested	capital	exceeded	our	total	market capitalization.	We	believe	one	of	the	primary	reconciling	differences	between	the	indicated	fair	value	of	total	invested	capital	and	our	total	market	capitalization	is	due	to a	control	premium.	We	believe	the	control	premium	represents	the	value	a	market	participant	could	extract	as	savings	or	synergies	by	obtaining	control,	and	thereby eliminating	duplicative	overhead	and	operating	costs	resulting	from	consolidating	routes	and	internalizing	waste	streams.

Other	intangible	assets	include	values	assigned	to	customer	relationships,	long-term	contracts,	covenants	not	to	compete	and	trade	names,	and	are	amortized	generally	on a	straight-line	basis	over	periods	ranging	from	1	to	23	years.

# Asset	Impairments

We	continually	consider	whether	events	or	changes	in	circumstances	have	occurred	that	may	warrant	revision	of	the	estimated	useful	lives	of	our	long-lived	assets	(other than	goodwill)	or	whether	the	remaining	balances	of	those	assets	should	be	evaluated	for	possible	impairment.	Long-lived	assets	include,	for	example,	capitalized landfill	costs,	other	property	and	equipment,	and	identifiable	intangible	assets.	Events	or	changes	in	circumstances	that	may	indicate	that	an	asset	may	be	impaired include	the	following:

•A	significant	decrease	in	the	market	price	of	an	asset	or	asset

group,

•A	significant	adverse	change	in	the	extent	or	manner	in	which	an	asset	or	asset	group	is	being	used	or	in	its	physical condition,

•A	significant	adverse	change	in	legal	factors	or	in	the	business	climate	that	could	affect	the	value	of	an	asset	or	asset	group,	including	an	adverse	action	or assessment	by	a	regulator,

•An	accumulation	of	costs	significantly	in	excess	of	the	amount	originally	expected	for	the	acquisition	or	construction	of	a	long-lived asset,

•A	current	period	operating	or	cash	flow	loss	combined	with	a	history	of	operating	or	cash	flow	losses	or	a	projection	or	forecast	that	demonstrates continuing	losses	associated	with	the	use	of	a	long-lived	asset	or	asset	group,

•A	current	expectation	that,	more	likely	than	not,	a	long-lived	asset	or	asset	group	will	be	sold	or	otherwise	disposed	of	significantly	before	the	end	of	its previously	estimated	useful	life,	or

•An	impairment	of	goodwill	at	a	reporting

unit.

There	are	certain	indicators	listed	above	that	require	significant	judgment	and	understanding	of	the	waste	industry	when	applied	to	landfill	development	or	expansion. For	example,	a	regulator	may	initially	deny	a	landfill	expansion	permit	application	though	the	expansion	permit	is	ultimately	granted.	In	addition,	management	may periodically	divert	waste	from	one	landfill	to	another	to	conserve	remaining	permitted	landfill	airspace.	Therefore,	certain	events	could	occur	in	the	ordinary	course	of business	and	not	necessarily	be	considered	indicators	of	impairment	due	to	the	unique	nature	of	the	waste	industry.

If	indicators	of	impairment	exist,	the	asset	or	asset	group	is	reviewed	to	determine	whether	its	recoverability	is	impaired.	We	assess	the	recoverability	of	the	asset	or	asset group	by	comparing	its	carrying	value	to	an	estimate	(or	estimates)	of	its	undiscounted	future	cash	flows	over	its	remaining	life.	If	the	estimated	undiscounted	cash flows	are	not	sufficient	to	recover	the	carrying	value	of	the	asset	or	asset	group,	we	measure	an	impairment	loss	as	the	amount	by	which	the	carrying	amount	of	the	asset exceeds	its	fair	value.	The	loss	is	recorded	in	the	consolidated	statement	of	income	in	the	period	in	which	such	impairment	is	identified.	Estimating	future	cash	flows requires	significant	judgment,	and	our	projections	of	future	cash	flows	and	remaining	useful	lives	may	vary	materially	from	actual	results.

# Self-Insurance	Reserves

Our	insurance	programs	for	workers'	compensation,	commercial	general	and	auto	liability,	environmental	and	remediation	liability,	and	employee-related	health	care benefits	are	either	self-insured	or	subject	to	large	deductible	insurance	policies.	Accruals	for	self-insurance	reserves	are	based	on	claims	filed	and	estimates	of	claims incurred	but	not	reported.	We	consider	our	past	claims	experience,	including	both	frequency	and	settlement	amount	of	claims,	in	determining	these	estimates.	It	is possible	that	recorded	reserves	may	not	be	adequate	to	cover	the	future	payment	of	claims.	Adjustments,	if	any,	to	estimates	recorded	resulting	from	ultimate	claim payments	will	be	reflected	in	the	consolidated	statements	of	income	in	the	periods	in	which	such	adjustments	are	known.	In	general,	our	self-insurance	reserves	are recorded	on	an	undiscounted	basis.	However,	the	self-insurance	liabilities	we	acquired	in	the	Allied	acquisition	have	been	recorded	at	estimated	fair	value,	and, therefore,	have	been	discounted	to	present	value	based	on	our	estimate	of	the	timing	of	the	related	cash	flows.

As	we	are	the	primary	obligor	for	payment	of	all	claims,	we	report	our	insurance	claim	liabilities	on	a	gross	basis	in	other	current	and	long-term	liabilities	and	any associated	recoveries	from	our	insurers	are	recorded	in	other	assets.

# Discontinued	Operations

We	analyze	our	operations	that	have	been	divested	or	classified	as	held-for-sale	to	determine	if	they	qualify	for	discontinued	operations	accounting.	Only	operations	that qualify	as	a	component	of	an	entity	under	U.S.	GAAP	can	be	included	in	discontinued	operations.	In	addition,	only	components	where	we	do	not	have	significant continuing	involvement	with	the	divested	operations	would	qualify	for	discontinued	operations	accounting.	For	our	purposes,	continuing	involvement	would	include continuing	to	receive	waste	at	our	landfill	or	recycling	facility	from	a	divested	hauling	operation	or	transfer	station	or	continuing	to	dispose	of	waste	at	a	divested landfill	or	transfer	station.

# Costs	Associated	with	Exit	Activities

We	record	costs	associated	with	exit	activities	such	as	employee	termination	benefits	that	represent	a	one-time	benefit	when	management	approves	and	commits	to	a plan	of	termination,	and	communicates	the	termination	arrangement	to	the	employees,	or	over	the	future	service	period,	if	any.	Other	costs	associated	with	exit	activities may	include	contract	termination	costs,	including	costs	related	to	leased	facilities	to	be	abandoned	or	subleased,	and	facility	and	employee	relocation	costs.

# Contingent	Liabilities

We	are	subject	to	various	legal	proceedings,	claims	and	regulatory	matters,	the	outcomes	of	which	are	subject	to	significant	uncertainty.	In	general,	we	determine whether	to	disclose	or	accrue	for	loss	contingencies	based	on	an	assessment	of	whether	the	risk	of	loss	is	remote,	reasonably	possible	or	probable	and	whether	it	can	be reasonably	estimated.	We	assess	our	potential	liability	relating	to	litigation	and	regulatory	matters	based	on	information	available	to	us.	Management	develops	its assessment	based	on	an	analysis	of	possible	outcomes	under	various	strategies.	We	accrue	for	loss	contingencies	when	such	amounts	are	probable	and	reasonably estimable.	If	a	contingent	liability	is	only	reasonably	possible,	we	disclose	the	potential	range	of	the	loss,	if	estimable.	Contingent	liabilities	recorded	in	purchase accounting	are	recorded	at	their	fair	values.	These	fair	values	may	be	different	from	the	values	we	would	have	otherwise	recorded,	had	the	contingent	liability	not	been assumed	as	part	of	an	acquisition	of	a	business.

# Accumulated	Other	Comprehensive	Income

Accumulated	other	comprehensive	income	is	a	component	of	stockholders'	equity	and	includes	the	effective	portion	of	the	net	changes	in	fair	value	of	our	cash	flow hedges	that	consist	of	prices	for	diesel	fuel	and	recyclable	materials,	net	of	tax,	settlement	and	amortization	of	our	interest	rate	locks	and	certain	adjustments	to	liabilities associated	with	our	employee	benefit	plan	liabilities,	net	of	tax.

# Revenue	Recognition

We	generally	provide	services	under	contracts	with	municipalities	or	individual	customers.	Municipal	and	commercial	contracts	are	generally	long-term	and	often	have renewal	options.	Advance	billings	are	recorded	as	deferred	revenue,	and	revenue	is	recognized	over	the	period	services	are	provided.	No	single	customer	has individually	accounted	for	more	than	3%	of	our	consolidated	revenue	or	of	our	reportable	segment	revenue	in	any	of	the	past	three	years.

We	recognize	revenue	when	all	four	of	the	following	criteria	are	met:

•Persuasive	evidence	of	an	arrangement	exists	such	as	a	service	agreement	with	a	municipality,	a	hauling

customer

or	a	disposal	customer,

•Services	have	been	performed	such	as	the	collection	and	hauling	of	waste	or	the	disposal	of	waste	at	a	disposal	facility	we	own	or operate,

•The	price	of	the	services	provided	to	the	customer	is	fixed	or	determinable,	and

•Collectibility	is	reasonably

assured.

We	are	subject	to	income	taxes	in	the	United	States	and	Puerto	Rico.	We	record	deferred	income	taxes	to	reflect	the	effects	of	temporary	differences	between	the carrying	amounts	of	assets	and	liabilities	and	their	tax	bases	using	enacted	tax	rates	that	we	expect	to	be	in	effect	when	the	taxes	are	actually	paid	or	recovered.

We	record	net	deferred	tax	assets	to	the	extent	we	believe	these	assets	will	more	likely	than	not	be	realized.	In	making	these	determinations,	we	consider	all	available positive	and	negative	evidence,	including	scheduled	reversals	of	deferred	tax	liabilities,	tax	planning	strategies,	projected	future	taxable	income	and	recent	financial operating	results.	If	we	determine	that	we	would	be	able	to	realize	a	deferred	income	tax	asset	in	the	future	in	excess	of	its	net	recorded	amount,	we	would	make	an adjustment	to	the	valuation	allowance	which	would	reduce	the	provision	for	income	taxes.

A	tax	benefit	from	an	uncertain	tax	position	may	be	recognized	when	it	is	more	likely	than	not	that	the	position	will	be	sustained	upon	examination,	including resolutions	of	any	related	appeals	or	litigation	processes,	based	on	the	technical	merits.	Income	tax	positions	must	meet	a	more-likely-than-not	recognition	threshold	at the	effective	date	to	be	recognized.

We	recognize	interest	and	penalties	related	to	uncertain	tax	positions	in	the	provision	for	income	taxes	in	the	accompanying	consolidated	statements	of	income.	Accrued interest	and	penalties	are	included	in	other	accrued	liabilities,	and	deferred	income	taxes	and	other	long-term	tax	liabilities,	in	the	consolidated	balance	sheets.

# Defined	Benefit	Pension	Plan

We	currently	have	one	qualified	defined	pension	plan,	the	BFI	Retirement	Plan	(the	Plan).	The	Plan	covers	certain	current	and	former	employees	of	Allied	in	the	United States,	including	some	employees	subject	to	collective	bargaining	agreements.	The	Plan's	benefit	formula	is	based	on	a	percentage	of	compensation	as	defined	in	the Plan	document.	However,	the	benefits	of	approximately	97%	of	the	current	plan	participants	were	frozen	upon	Allied's	acquisition	of	BFI	in	1999.

Our	pension	contributions	are	made	in	accordance	with	funding	standards	established	by	the	Employee	Retirement	Income	Security	Act	of	1974	(ERISA)	and	the Internal	Revenue	Code	(IRC),	as	amended	by	the	Pension	Protection	Act	of	2006.	The	Plan's	assets	have	been	invested	as	determined	by	our	Retirement	Benefits Committee.	We	annually	review	and	adjust	the	Plan's	asset	allocation	as	deemed	necessary.

The	benefit	obligation	and	associated	income	or	expense	related	to	the	Plan	are	determined	using	annually	established	assumptions	for	discount	rates,	expected	rates	of return	and	average	rates	for	compensation	increases.	We	determine	the	discount	rate	based	on	a	model	that	matches	the	timing	and	amount	of	expected	benefit	payments to	maturities	of	high	quality	bonds	priced	as	of	the	pension	plan	measurement	date.	When	that	timing	does	not	correspond	to	a	published	high-quality	bond	rate,	our model	uses	an	expected	yield	curve	to	determine	an	appropriate	current	discount	rate.	The	yields	on	the	bonds	are	used	to	derive	a	discount	rate	for	the	liability.	In developing	our	expected	rate	of	return	assumption,	we	evaluate	long-term	expected	and	historical	actual	returns	on	the	plan	assets,	giving	consideration	to	our	asset	mix and	the	anticipated	duration	of	our	plan	obligations.	The	average	rate	of	compensation	increase	reflects	our	expectations	of	average	pay	increases	over	the	periods benefits	are	earned.	Our	assumptions	are	reviewed	annually	and	adjusted	as	deemed	necessary.

# Equity-Based	Compensation	Plans

We	recognize	equity-based	compensation	expense	on	the	estimated	grant-date	fair	value	of	stock	options	and	similar	equity	instruments	issued	as	compensation	to employees	over	the	requisite	service	periods.

Cash	flows	resulting	from	tax	benefits	related	to	tax	deductions	in	excess	of	those	recorded	for	compensation	expense,	resulting	from	the	exercise	of	stock	options,	are classified	as	cash	flows	from	financing	activities.	All	other	tax	benefits	related	to	stock	options	have	been	presented	as	a	component	of	cash	flows	from	operating activities.

We	recognize	compensation	expense	on	a	straight-line	basis	over	the	requisite	service	period	for	each	separately	vesting	portion	of	the	award,	or	to	the	employee's retirement-eligible	date,	if	earlier.

The	fair	value	of	each	option	on	the	date	of	grant	is	estimated	using	a	lattice	binomial	option-pricing	model	based	on	certain	valuation	assumptions.	Expected	volatilities are	based	on	our	historical	stock	prices	over	the	contractual	terms	of	the	options	and	other	factors.	The	risk-free	interest	rates	are	based	on	the	published	U.S.	Treasury yield	curve	in	effect	at	the	time	of	the	grant	for	instruments	with	a	similar	life.	The	dividend	yield	reflects	our	dividend	yield	at	the	date	of	grant.	The	expected	life represents	the	period	that	the	stock	options	are	expected	to	be	outstanding,	taking	into	consideration	the	contractual	terms	of	the	options	and	our	employees'	historical exercise	and	post-vesting	employment	termination	behavior,	weighted	to	reflect	the	job	level	demographic	profile	of	the	employees	receiving	the	option	grants.	The estimated	forfeiture	rate	used	to	record	compensation	expense	is	based	on	historical	forfeitures	and	is	adjusted	periodically	based	on	actual	results.

# Leases

We	lease	property	and	equipment	in	the	ordinary	course	of	our	business.	Our	most	significant	lease	obligations	are	for	property	and	equipment	specific	to	our	industry, including	real	property	operated	as	a	landfill	or	transfer	station	and	operating	equipment.	Our	leases	have	varying	terms.	Some	may	include	renewal	or	purchase	options, escalation	clauses,	restrictions,	penalties	or	other	obligations	that	we	consider	in	determining	minimum	lease	payments.	The	leases	are	classified	as	either	operating leases	or	capital	leases,	as	appropriate.

# Operating	Leases

Many	of	our	leases	are	operating	leases.	This	classification	generally	can	be	attributed	to	either	(1)	relatively	low	fixed	minimum	lease	payments	(including,	for example,	real	property	lease	payments	that	are	not	fixed	and	vary	based	on	the	volume	of	waste	we	receive	or	process),	or	(2)	minimum	lease	terms	that	are	much	shorter than	the	assets'	economic	useful	lives.	We	expect	that,	in	the	normal	course	of	business,	our	operating	leases	will	be	renewed,	replaced	by	other	leases,	or	replaced	with fixed	asset	expenditures.

# Capital	Leases

We	capitalize	assets	acquired	under	capital	leases	at	the	inception	of	each	lease	and	amortize	them	to	depreciation	expense	over	the	lesser	of	the	useful	life	of	the	asset	or the	lease	term	on	either	a	straight-line	or	a	units-of-consumption	basis,	depending	on	the	asset	leased.	We	record	the	present	value	of	the	related	lease	payments	as	a	debt obligation.	Our	capital	lease	liability	relates	primarily	to	certain	long-term	landfill	operating	agreements	with	minimum	lease	payments	with	offsetting	capital	lease assets	recorded	as	part	of	the	landfill	development	costs.

# Related	Party	Transactions

It	is	our	policy	that	transactions	with	related	parties	must	be	on	terms	that,	on	the	whole,	are	no	less	favorable	than	those	that	would	be	available	from	unaffiliated parties.

# 3. BUSINESS	ACQUISITIONS,	DISPOSITION	OF	ASSETS,	ASSET	IMPAIRMENTS	AND	RESTRUCTURING	CHARGES

We	acquired	various	solid	waste	businesses	during	the	years	ended	December	31,	2012	and	2011.	The	aggregate	cash	used	in	these	acquisitions,	net	of	cash	acquired, was	$95.3	million	and	$42.6	million,	respectively.	The	purchase	price	paid	for	these	acquisitions	during	the	year	ended	December	31	and	the	preliminary	allocation	of the	purchase	price	as	of	December	31	are	as	follows	(in	millions):

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Purchase\tprice: |  |  |
| Cash\tused\tin\tacquisitions,\tnet\tof\tcash\tacquired | $95.3 | $42.6 |
| Fair\tvalue\tof\toperations\tsurrendered | — | 48.3 |
| Holdbacks | 0.2 | 1.7 |
| Total | 95.5 | 92.6 |
| Allocated\tas\tfollows: |  |  |
| Working\tcapital | 4.0 | 7.1 |
| Property\tand\tequipment | 29.1 | 44.5 |
| Other\tliabilities,\tnet | (5.8) | (7.8) |
| Value\tof\tassets\tacquired\tand\tliabilities\tassumed | 27.3 | 43.8 |
| Excess\tpurchase\tprice\tto\tbe\tallocated | $68.2 | $48.8 |
| Excess\tpurchase\tprice\tto\tbe\tallocated\tas\tfollows: |  |  |
| Other\tintangible\tassets | 17.1 | 33.1 |
| Goodwill | 51.1 | 15.7 |
| Total\tallocated | $68.2 | $48.8 |

Substantially	all	of	the	goodwill	and	intangible	assets	recorded	for	these	acquisitions	are	deductible	for	tax	purposes.

# Disposition	of	Assets	and	Asset	Impairments

During	the	year	ended	December	31,	2012,	we	recorded	a	net	gain	on	disposition	of	assets	and	impairments	of	$2.7	million,	primarily	related	to	a	divestiture	of	a collection	business	in	our	East	region	and	certain	assets	associated	with	our	rail	logistics	business	for	which	we	received	$9.6	million.

During	the	year	ended	December	31,	2011,	we	disposed	of	businesses	in	various	markets,	resulting	in	a	gain	of	$21.0	million	including	transaction	costs.	In	connection with	the	dispositions,	we	closed	a	landfill,	resulting	in	an	asset	impairment	charge	of	$28.7	million	for	the	remaining	landfill	assets	and	the	acceleration	of	capping, closure	and	post-closure	obligations.	Additionally,	we	recorded	asset	impairments	of	$20.4	million	primarily	related	to	certain	long-lived	assets	that	are	held	for	sale	and for	losses	on	the	divestiture	of	certain	businesses	and	related	goodwill.	Proceeds	from	dispositions	of	solid	waste	assets	were	$14.2	million	for	the	year	ended December	31,	2011.

During	2012,	we	restructured	our	field	and	corporate	operations	to	create	a	more	efficient	and	competitive	company.	These	changes	include	consolidating	our	field regions	from	four	to	three,	and	our	areas	from	28	to	20,	relocating	office	space,	and	reducing	administrative	staffing	levels.	During	2012,	we	incurred	$11.1	million	of restructuring	charges	that	consisted	of	severance	and	other	employee	termination	benefits,	relocation	benefits,	and	the	closure	of	offices	with	lease	agreements	with	non- cancellable	terms	ranging	from	2	to	5	years.	As	of	December	31,	2012,	$9.0	million	remains	accrued	for	severance	and	other	employee	termination	benefits	and	lease exit	costs.	We	expect	to	incur	approximately	$15	million	of	additional	expense	during	2013	related	to	such	activities.	Substantially	all	of	these	charges	were	or	will	be recorded	in	our	corporate	segment	and	we	expect	the	remaining	charges	will	be	paid	primarily	during	2013.

During	the	year	ended	December	31,	2010,	we	incurred	$11.4	million,	net	of	adjustments,	of	restructuring	and	integration	charges	related	to	the	Allied	acquisition. These	charges	consisted	of	severance	and	other	employee	termination	and	relocation	benefits	as	well	as	consulting	and	professional	fees.	We	completed	our	restructuring plan	in	2010.

# 4.	PROPERTY	AND	EQUIPMENT,	NET

A	summary	of	property	and	equipment	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Other\tland | $376.9 | $375.1 |
| Non-depletable\tlandfill\tland | 166.0 | 161.8 |
| Landfill\tdevelopment\tcosts | 5,018.0 | 4,763.3 |
| Vehicles\tand\tequipment | 4,946.4 | 4,515.1 |
| Buildings\tand\timprovements | 864.2 | 802.8 |
| Construction-in-progress-landfill | 134.5 | 187.3 |
| Construction-in-progress-other | 53.3 | 47.3 |
|  | 11,559.3 | 10,852.7 |
| Less:\tAccumulated\tdepreciation,\tdepletion\tand\tamortization: |  |  |
| Landfill\tdevelopment\tcosts | (1,896.4) | (1,735.7) |
| Vehicles\tand\tequipment | (2,512.3) | (2,119.1) |
| Buildings\tand\timprovements | (240.3) | (205.6) |
|  | (4,649.0) | (4,060.4) |
| Property\tand\tequipment,\tnet | $6,910.3 | $6,792.3 |

# 5.	GOODWILL	AND	OTHER	INTANGIBLE	ASSETS,	NET

# Goodwill

A	summary	of	the	activity	and	balances	in	our	goodwill	accounts	by	operating	segment	is	as	follows:

|  | Balance	at<br>December	31,	2011 | Acquisitions | Divestitures | to<br>Acquisitions | Balance	at<br>December	31,	2012 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| East | $3,003.5 | $16.4 | $(3.9) | $(1.1) | $3,014.9 |
| Central | 3,234.6 | 9.7 | — | (1.6) | 3,242.7 |
| West | 4,408.9 | 25.0 | — | (1.5) | 4,432.4 |
| Total | $10,647.0 | $51.1 | $(3.9) | $(4.2) | $10,690.0 |

|  | Balance	at<br>December	31,	2010 | Acquisitions | Divestitures | to<br>Acquisitions | Balance	at<br>December	31,	2011 |
| :--- | :--- | :--- | :--- | :--- | :--- |
| East | $3,015.4 | $8.6 | $(20.2) | $(0.3) | $3,003.5 |
| Central | 3,227.8 | 6.3 | — | 0.5 | 3,234.6 |
| West | 4,412.1 | 0.8 | (3.6) | (0.4) | 4,408.9 |
| Total | $10,655.3 | $15.7 | $(23.8) | $(0.2) | $10,647.0 |

Adjustments	to	acquisitions	for	the	year	ended	December	31,	2012	and	2011	primarily	related	to	deferred	tax	asset	adjustments	resulting	from	the	exercise	of	legacy Allied	stock	options,	which	were	recorded	to	goodwill	in	purchase	accounting.

# Other	Intangible	Assets,	Net

Other	intangible	assets,	net,	include	values	assigned	to	customer	relationships,	franchise	agreements,	other	municipal	agreements,	non-compete	agreements	and	trade names,	and	are	amortized	over	periods	ranging	from	1	to	23	years.	A	summary	of	the	activity	and	balances	in	other	intangible	assets	accounts	by	intangible	asset	type	is as	follows:

|  | Balance	at<br>December	31,<br>2011 | Gross	Intangible	Assets<br>Acquisitions | Adjustments	to<br>Acquisitions/Divestitures | Balance	at<br>December	31,<br>2012 | Balance	at<br>December	31,<br>2011 | Accumulated	Amortization<br>Additions<br>Charged<br>to	Expense | Balance	at<br>December	31,<br>2012 | Net	Intangibles	at<br>December	31,<br>2012 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Customer\trelationships, |  |  |  |  |  |  |  |  |
| \t\t\tfranchise\tand\tother |  |  |  |  |  |  |  |  |
| \t\t\tmunicipal\tagreements | $566.2 | $12.9 | $(0.1) | $579.0 | $(194.4) | $(58.0) | $(252.4) | $326.6 |
| Trade\tnames | 30.0 | — | — | 30.0 | (18.5) | (6.0) | (24.5) | 5.5 |
| Non-compete\tagreements | 16.9 | 3.5 | — | 20.4 | (9.3) | (2.7) | (12.0) | 8.4 |
| Other\tintangible\tassets | 62.9 | 0.7 | (0.1) | 63.5 | (44.2) | (1.1) | (45.3) | 18.2 |
| Total | $676.0 | $17.1 | $(0.2) | $692.9 | $(266.4) | $(67.8) | $(334.2) | $358.7 |

|  | Balance	at<br>December	31,<br>2010 | Gross	Intangible	Assets<br>Acquisitions | Adjustments	to<br>Acquisitions/Divestitures | Balance	at<br>December	31,<br>2011 | Balance	at<br>December	31,<br>2010 | Accumulated	Amortization<br>Additions<br>Charged<br>to	Expense | Balance	at<br>December	31,<br>2011 | Net	Intangibles	at<br>December	31,	2011 |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Customer\trelationships, |  |  |  |  |  |  |  |  |
| \t\t\tfranchise\tand\tother |  |  |  |  |  |  |  |  |
| \t\t\tmunicipal\tagreements | $537.1 | $29.1 | $— | $566.2 | $(130.7) | $(63.7) | $(194.4) | $371.8 |
| Trade\tnames | 30.0 | — | — | 30.0 | (12.5) | (6.0) | (18.5) | 11.5 |
| Non-compete\tagreements | 12.9 | 4.0 | — | 16.9 | (7.2) | (2.1) | (9.3) | 7.6 |
| Other\tintangibles\tassets | 62.9 | — | — | 62.9 | (41.2) | (3.0) | (44.2) | 18.7 |
| Total | $642.9 | $33.1 | $— | $676.0 | $(191.6) | $(74.8) | $(266.4) | $409.6 |

Based	on	the	amortizable	assets	recorded	in	the	balance	sheet	at	December	31,	2012,	amortization	expense	for	each	of	the	next	five	years	is	estimated	to	be	as	follows:

# ASSETS

# Prepaid	Expenses	and	Other	Current	Assets

A	summary	of	prepaid	expenses	and	other	current	assets	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Inventories | $34.5 | $35.2 |
| Prepaid\texpenses | 54.4 | 53.4 |
| Other\tnon-trade\treceivables | 39.6 | 54.5 |
| Income\ttax\treceivable | 69.0 | 68.4 |
| Commodity\tand\tfuel\thedge\tasset | 4.1 | 3.0 |
| Other\tcurrent\tassets | 7.7 | 1.4 |
| Total | $209.3 | $215.9 |

# Other	Assets

A	summary	of	other	assets	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Deferred\tfinancing\tcosts | $58.8 | $54.6 |
| Deferred\tcompensation\tplan | 49.9 | 34.5 |
| Notes\tand\tother\treceivables | 17.9 | 31.6 |
| Reinsurance\treceivable | 59.7 | 58.0 |
| Other | 76.1 | 68.6 |
| Total | $262.4 | $247.3 |

# 7. OTHER	LIABILITIES

# Other	Accrued	Liabilities

A	summary	of	other	accrued	liabilities	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Accrued\tpayroll\tand\tbenefits | $157.1 | $168.9 |
| Accrued\tfees\tand\ttaxes | 124.2 | 115.3 |
| Self-insurance\treserves,\tcurrent\tportion | 135.5 | 114.4 |
| Accrued\tdividends | 84.9 | 81.4 |
| Synergy\tincentive\tplan | — | 68.1 |
| Current\ttax\tliabilities | 2.1 | 29.4 |
| Restructuring\tliabilities | 9.0 | 0.3 |
| Accrued\tprofessional\tfees\tand\tlegal\tsettlement\treserves | 34.6 | 81.3 |
| Other | 76.2 | 93.4 |
| Total | $623.6 | $752.5 |

Other	accrued	liabilities	include	the	fair	value	of	fuel	and	recycling	commodity	hedges	of	$1.6	million	and	$5.4	million	at	December	31,	2012	and	2011	respectively.

# Other	Long-Term	Liabilities

A	summary	of	other	long-term	liabilities	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Deferred\tcompensation\tplan\tliability | $50.0 | $31.4 |
| Pension\tand\tother\tpost-retirement\tliabilities | 12.7 | 46.8 |
| Legal\tsettlement\treserves | 36.4 | 59.3 |
| Ceded\tinsurance\treserves | 59.7 | 58.0 |
| Withdrawal\tliability\t-\tCentral\tStates\tPension\tFund | 30.7 | — |
| Other | 31.4 | 26.6 |
| Total | $220.9 | $222.1 |

In	general,	our	self-insurance	reserves	are	recorded	on	an	undiscounted	basis.	However,	our	estimate	of	the	self-insurance	liabilities	assumed	in	the	Allied	acquisition have	been	recorded	at	fair	value,	and,	therefore,	have	been	discounted	to	present	value	using	a	rate	of	9.75%.	Discounted	reserves	are	accreted	to	non-cash	interest expense	through	the	period	that	they	are	paid.

Our	liabilities	for	unpaid	and	incurred	but	not	reported	claims	at	December	31,	2012	(which	includes	claims	for	workers'

compensation,	general	liability,	vehicle	liability,	environmental	liability	and	employee	health	care	benefits)	were	$426.4	million	under	our	risk	management	program and	are	included	in	other	accrued	liabilities	and	self-insurance	reserves,	net	of	current	portion	in	our	consolidated	balance	sheets.	While	the	ultimate	amount	of	claims incurred	is	dependent	on	future	developments,	we	believe	recorded	reserves	are	adequate	to	cover	the	future	payment	of	claims.	However,	it	is	possible	that	recorded reserves	may	not	be	adequate	to	cover	the	future	payment	of	claims.	Adjustments,	if	any,	to	estimates	recorded	resulting	from	ultimate	claim	payments	will	be	reflected in	our	consolidated	statements	of	income	in	the	periods	in	which	such	adjustments	are	known.	The	following	table	summarizes	the	activity	in	our	self-insurance	reserves for	the	years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tyear | $418.3 | $417.2 | $412.9 |
| Additions\tcharged\tto\texpense | 385.5 | 367.3 | 364.9 |
| Payments | (381.6) | (372.1) | (368.9) |
| Accretion\texpense | 4.2 | 5.9 | 8.3 |
| Balance\tat\tend\tof\tyear | 426.4 | 418.3 | 417.2 |
| Less:\tcurrent\tportion | (135.5) | (114.4) | (112.7) |
| Long-term\tportion | $290.9 | $303.9 | $304.5 |

# 8. LANDFILL	AND	ENVIRONMENTAL

# COSTS

As	of	December	31,	2012,	we	owned	or	operated	191	active	solid	waste	landfills	with	total	available	disposal	capacity	of	approximately	4.8	billion	in-place	cubic	yards.

Additionally,	we	currently	have	post-closure	responsibility	for	128	closed	landfills.

# Accrued	Landfill	and	Environmental	Costs

A	summary	of	our	landfill	and	environmental	liabilities	as	of	December	31	is	as	follows:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Landfill\tfinal\tcapping,\tclosure\tand\tpost-closure\tliabilities | $1,052.4 | $1,037.0 |
| Remediation | 563.7 | 543.7 |
| Total\taccrued\tlandfill\tand\tenvironmental\tcosts | 1,616.1 | 1,580.7 |
| Less:\tCurrent\tportion | (195.5) | (184.2) |
| Long-term\tportion | $1,420.6 | $1,396.5 |

The	following	table	summarizes	the	activity	in	our	asset	retirement	obligation	liabilities,	which	include	liabilities	for	final	capping,	closure	and	post-closure,	for	the years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Asset\tretirement\tobligation\tliabilities,\tbeginning\tof\tyear | $1,037.0 | $1,046.5 | $1,074.5 |
| Non-cash\tadditions | 33.8 | 33.9 | 31.4 |
| Acquisitions\tand\tother\tadjustments | (14.6) | 15.8 | (3.0) |
| Asset\tretirement\tobligation\tadjustments | (4.6) | (31.5) | (27.9) |
| Payments | (77.6) | (105.7) | (111.3) |
| Accretion\texpense | 78.4 | 78.0 | 80.5 |
| Adjustments\tto\tliabilities\trelated\tto\tassets\theld\tfor\tsale | — | — | 2.3 |
| Asset\tretirement\tobligation\tliabilities,\tend\tof\tperiod | 1,052.4 | 1,037.0 | 1,046.5 |
| Less:\tCurrent\tportion | (110.4) | (85.2) | (93.9) |
| Long-term\tportion | $942.0 | $951.8 | $952.6 |

The	initial	liabilities	recorded	as	part	of	the	Allied	acquisition	were	developed	using	provisional	amounts	based	upon

information	available	at	that	time.	During	2009,	we	gathered	and	assessed	new	information	about	the	facts	and	circumstances	surrounding	our	sites,	and,	as	a	result, increased	the	fair	value	of	our	closure	and	post-closure	reserves	by	$72.3	million.	The	amounts	we	have	recorded	for	these	obligations	are	not	comparable	to	the	amounts Allied	recorded.	As	part	of	the	initial	application	of	purchase	accounting,	we	have	recorded	these	obligations	at	their	estimated	fair	values,	inflated	them	to	the	expected payment	date	and	then	discounted	the	obligations	using	our	credit-adjusted,	risk-free	rate	at	the	time	of	the	acquisition	of	9.75%.	Any	further	adjustments	to	our	final capping,	closure	and	post-closure	liabilities	will	be	reflected	prospectively	in	our	consolidated	statement	of	income	in	the	periods	in	which	such	adjustments	become known.

We	review	our	landfill	asset	retirement	obligations	annually.	As	a	result,	we	recorded	a	net	increase	in	amortization	expense	of	of	$4.9	million	for	2012	and	a	net decrease	in	amortization	expense	of	$9.6	million	and	$10.2	million	for	2011	and	2010,	respectively,	primarily	related	to	changes	in	estimates	and	assumptions concerning	the	anticipated	waste	flow,	cost	and	timing	of	future	final	capping,	closure	and	post-closure	activities.

The	fair	value	of	assets	that	are	legally	restricted	for	purposes	of	settling	final	capping,	closure	and	post-closure	obligations	was	approximately	$54.8	million	at December	31,	2012	and	is	included	in	restricted	cash	and	marketable	securities	in	our	consolidated	balance	sheet.

The	expected	future	payments	for	final	capping,	closure	and	post-closure	as	of	December	31,	2012	are	as	follows:

| 2013 | $110.4 |
| :--- | :--- |
| 2014 | 110.1 |
| 2015 | 109.4 |
| 2016 | 77.0 |
| 2017 | 76.4 |
| Thereafter | 4,829.6 |

The	estimated	remaining	final	capping,	closure	and	post-closure	expenditures	presented	above	are	not	inflated	and	not	discounted	and	reflect	the	estimated	future payments	for	liabilities	incurred	and	recorded	as	of	December	31,	2012.

# Environmental	Remediation	Liabilities

We	accrue	for	remediation	costs	when	they	become	probable	and	can	be	reasonably	estimated.	There	can	sometimes	be	a	range	of	reasonable	estimates	of	the	costs associated	with	remediation	of	a	site.	In	these	cases,	we	use	the	amount	within	the	range	that	constitutes	our	best	estimate.	If	no	amount	within	the	range	appears	to	be	a better	estimate	than	any	other,	we	use	the	amount	that	is	at	the	low	end	of	such	range.	It	is	reasonably	possible	that	we	will	need	to	adjust	the	liabilities	recorded	for remediation	to	reflect	the	effects	of	new	or	additional	information,	to	the	extent	such	information	impacts	the	costs,	timing	or	duration	of	the	required	actions.	If	we	used the	reasonably	possible	high	ends	of	our	ranges,	our	aggregate	potential	remediation	liability	at	December	31,	2012	would	be	approximately	$374	million	higher	than the	amounts	recorded.	Future	changes	in	our	estimates	of	the	cost,	timing	or	duration	of	the	required	actions	could	have	a	material	adverse	effect	on	our	consolidated financial	position,	results	of	operations	or	cash	flows.

The	following	table	summarizes	the	activity	in	our	environmental	remediation	liabilities	for	the	years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Remediation\tliabilities,\tbeginning\tof\tyear | $543.7 | $552.1 | $554.1 |
| Acquisitions\tand\tother\tadjustments | — | — | 1.5 |
| Additions\tcharged\tto\texpense | 62.4 | 3.6 | 17.9 |
| Payments | (73.1) | (45.0) | (50.5) |
| Accretion\texpense\t(non-cash\tinterest\texpense) | 30.7 | 33.0 | 29.1 |
| Remediation\tliabilities,\tend\tof\tperiod | 563.7 | 543.7 | 552.1 |
| Less:\tCurrent\tportion | (85.1) | (99.0) | (88.1) |
| Long-term\tportion | $478.6 | $444.7 | $464.0 |

The	expected	undiscounted	future	payments	for	remediation	costs	as	of	December	31,	2012	are	as	follows:

| 2013 | $85.1 |
| :--- | :--- |
| 2014 | 60.7 |
| 2015 | 38.4 |
| 2016 | 29.6 |
| 2017 | 29.3 |
| Thereafter | 356.4 |

It	is	reasonably	possible	that	we	will	need	to	adjust	the	liabilities	noted	above	to	reflect	the	effects	of	new	or	additional	information,	to	the	extent	that	such	information impacts	the	costs,	timing	or	duration	of	the	required	actions.	Future	changes	in	our	estimates	of	the	costs,	timing	or	duration	of	the	required	actions	could	have	a	material adverse	effect	on	our	consolidated	financial	position,	results	of	operations	or	cash	flows.

Our	notes	payable,	capital	leases	and	long-term	debt	at	December	31,	2012	and	2011	are	listed	in	the	following	table,	and	are	presented	net	of	adjustments	to	fair	value related	to	hedging	transactions.

|  |  |  | 2012 |  |  | 2011 |  |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Maturity | Interest\tRate | Principal | Discount | Carry\tValue | Principal | Discount | Carry\tValue |
| Credit\tfacilities: |  |  |  |  |  |  |  |
| Uncommitted\trevolver | Variable | $13.9 | $— | $13.9 | $— | $— | $— |
| September\t2013 | Variable | — | — | — | 17.2 | — | 17.2 |
| April\t2016 | Variable | 25.0 | — | 25.0 | 17.2 | — | 17.2 |
| May\t2017 | Variable | — | — | — | — | — | — |
| Senior\tnotes: |  |  |  |  |  |  |  |
| June\t2017 | 6.875 | — | — | — | 750.0 | (75.8) | 674.2 |
| May\t2018 | 3.800 | 700.0 | (0.2) | 699.8 | 700.0 | (0.2) | 699.8 |
| September\t2019 | 5.500 | 650.0 | (3.4) | 646.6 | 650.0 | (3.8) | 646.2 |
| March\t2020 | 5.000 | 850.0 | (0.1) | 849.9 | 850.0 | (0.1) | 849.9 |
| November\t2021 | 5.250 | 600.0 | — | 600.0 | 600.0 | — | 600.0 |
| June\t2022 | 3.550 | 850.0 | (2.2) | 847.8 | — | — | — |
| May\t2023 | 4.750 | 550.0 | (1.3) | 548.7 | 550.0 | (1.4) | 548.6 |
| March\t2035 | 6.086 | 275.7 | (24.9) | 250.8 | 275.7 | (25.5) | 250.2 |
| March\t2040 | 6.200 | 650.0 | (0.5) | 649.5 | 650.0 | (0.5) | 649.5 |
| May\t2041 | 5.700 | 600.0 | (3.4) | 596.6 | 600.0 | (3.4) | 596.6 |
| Debentures: |  |  |  |  |  |  |  |
| May\t2021 | 9.250 | 35.3 | (1.9) | 33.4 | 35.3 | (2.0) | 33.3 |
| September\t2035 | 7.400 | 165.2 | (41.4) | 123.8 | 165.2 | (41.9) | 123.3 |
| Tax-exempt: |  |  |  |  |  |  |  |
| 2013\t-\t2037 | 0.130\t-\t5.625 | 1,097.9 | (0.4) | 1,097.5 | 1,142.2 | (15.8) | 1,126.4 |
| Other: |  |  |  |  |  |  |  |
| 2013\t-\t2046 | 5.000\t-\t11.900 | 87.2 | — | 87.2 | 89.4 | — | 89.4 |
| Total\tDebt |  | $7,150.2 | $(79.7) | 7,070.5 | $7,092.2 | $(170.4) | 6,921.8 |
| Less:\tcurrent\tportion |  |  |  | (19.4) |  |  | (34.8) |
| Long-term\tportion |  |  |  | $7,051.1 |  |  | $6,887.0 |

During	2012,	2011	and	2010,	we	completed	financing	transactions	that	resulted	in	cash	paid	for	premiums	and	professional	fees	to	repurchase	debt	as	well	as	the	non- cash	write-off	of	unamortized	debt	discounts	and	deferred	issuance	costs.	The	following	table	summarizes	the	loss	on	extinguishment	of	debt	for	the	years	ended December	31,	2012,	2011,	and	2010:

|  | Principal<br>Repaid | Cash	Paid	in<br>Loss	on<br>Extinguishment<br>of	Debt | Non-cash<br>Loss	on<br>Extinguishment<br>of	Debt | Total	Loss	on<br>Extinguishment<br>of	Debt |
| :--- | :--- | :--- | :--- | :--- |
| 2012 |  |  |  |  |
| Amendments\tto\tCredit\tFacilities | $— | $— | $1.5 | $1.5 |
| $750.0\tmillion\t6.875%\tsenior\tnotes\tdue\tJune\t2017 | 750.0 | 25.8 | 71.0 | 96.8 |
| Tax-exempt\tfinancings | 94.0 | — | 14.2 | 14.2 |
| Ineffective\tportion\tof\tinterest\trate\tlock\tsettlements | — | 0.1 | — | 0.1 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\n\t\t\tDecember\t31,\t2012 |  | $25.9 | $86.7 | $112.6 |
| 2011 |  |  |  |  |
| $600.0\tmillion\t7.125%\tsenior\tnotes\tdue\tMay\t2016 | $600.0 | $21.4 | $61.3 | $82.7 |
| $99.5\tmillion\t9.250%\tdebentures\tdue\tMay\t2021 | 64.2 | 24.2 | 3.8 | 28.0 |
| $360.0\tmillion\t7.400%\tdebentures\tdue\tSeptember\t2035 | 194.8 | 44.7 | 49.9 | 94.6 |
| Amendments\tto\tCredit\tFacilities | — | — | 1.7 | 1.7 |
| Ineffective\tportion\tof\tinterest\trate\tlock\tsettlements | — | 0.3 | — | 0.3 |
| Tax-exempt\tfinancings | 30.0 | — | 3.5 | 3.5 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\n\t\t\tDecember\t31,\t2011 |  | $90.6 | $120.2 | $210.8 |
| 2010 |  |  |  |  |
| $425.0\tmillion\t6.125%\tsenior\tnotes\tdue\tFebruary\t2014 | $425.0 | $8.7 | $44.1 | $52.8 |
| $600.0\tmillion\t7.250%\tsenior\tnotes\tdue\tMarch\t2015 | 600.0 | 21.8 | 57.5 | 79.3 |
| Accounts\treceivable\tsecuritization\tprogram | 300.0 | — | 0.2 | 0.2 |
| Tax-exempt\tfinancings | 480.3 | — | 28.5 | 28.5 |
| Loss\ton\textinguishment\tof\tdebt\tfor\tthe\tyear\tended\n\t\t\tDecember\t31,\t2010 |  | $30.5 | $130.3 | $160.8 |

As	of	December	31,	2012	and	2011,	the	interest	rate	for	our	borrowings	under	our	Credit	Facilities	was	1.32%	and	3.25%,	respectively.	Our	Credit	Facilities	also	are subject	to	facility	fees	based	on	applicable	rates	defined	in	the	agreements	and	the	aggregate	commitments,	regardless	of	usage.	Availability	under	our	Credit	Facilities can	be	used	for	working	capital,	capital

expenditures,	letters	of	credit	and	other	general	corporate	purposes.	The	agreements	governing	our	Credit	Facilities	require	us	to	comply	with	certain	financial	and	other covenants.	We	may	pay	dividends	and	repurchase	common	stock	if	we	are	in	compliance	with	these	covenants.	As	of	December	31,	2012	and	2011,	we	had	$25.0 million	and	$34.4	million	of	Base	Rate	-	Prime	and	Eurodollar	Rate	borrowings,	respectively.	We	had	$909.4	million	and	$950.2	million	of	letters	of	credit	using availability	under	our	Credit	Facilities,	leaving	$1,315.6	million	and	$1,515.4	million	of	availability	under	our	Credit	Facilities	at	December	31,	2012	and	2011, respectively.	We	were	in	compliance	with	the	covenants	under	our	Credit	Facilities	as	of	December	31,	2012.

In	March	2012,	we	entered	into	a	new	$75.0	million	uncommitted,	unsecured	credit	facility	agreement	(the	Uncommitted	Credit	Facility)	bearing	interest	at	LIBOR,	plus an	applicable	margin.	In	July	2012,	we	amended	the	Uncommitted	Credit	Facility	to	increase	the	size	to	$125.0	million,	with	all	other	terms	remaining	unchanged.	As	of December	31,	2012,	the	interest	rate	for	our	borrowings	under	our	Uncommitted	Credit	Facility	was	1.35%.	Our	Uncommitted	Credit	Facility	also	is	subject	to	facility fees	defined	in	the	agreement,	regardless	of	usage.	We	can	use	borrowings	under	the	Uncommitted	Credit	Facility	for	working	capital	and	other	general	corporate purposes.	The	agreements	governing	our	Uncommitted	Credit	Facility	require	us	to	comply	with	certain	covenants.	The	Uncommitted	Credit	Facility	may	be	terminated by	either	party	at	any	time.	As	of	December	31,	2012,	we	had	$13.9	million	of	LIBOR	borrowings.

Our	senior	notes	are	general	senior	unsecured	obligations.	Interest	is	payable	semi-annually.	These	senior	notes	have	a	make-whole	call	provision	that	is	exercisable	at any	time	prior	to	the	respective	maturity	dates	per	the	debt	table	above	at	a	stated	redemption	price.

The	9.250%	Debentures	are	not	redeemable	prior	to	maturity	and	are	not	subject	to	any	sinking	fund	requirements.	The	7.400%	Debentures	are	not	subject	to	any	sinking fund	requirements	and	may	be	redeemed	in	whole	or	in	part,	at	our	option	at	any	time.	The	redemption	price	is	equal	to	the	greater	of	the	principal	amount	of	the debentures	and	the	present	value	of	the	future	principal	and	interest	payments	discounted	at	a	rate	specified	under	the	terms	of	the	indenture.

As	of	December	31,	2012	and	2011,	we	had	$1,097.5	million	and	$1,126.4	million,	respectively,	of	fixed	and	variable	rate	tax-exempt	financings	outstanding	with maturities	ranging	from	2013	to	2037.	As	of	December	31,	2012	and	2011,	the	total	of	the	unamortized	adjustment	to	fair	value	recorded	in	purchase	accounting	for	the tax-exempt	financings	assumed	from	Allied	was	$0.4	million	and	$15.8	million,	respectively,	which	is	being	amortized	to	interest	expense	over	the	remaining	terms	of the	debt.

Approximately	85%	of	our	tax-exempt	financings	are	remarketed	quarterly,	weekly	or	daily	by	a	remarketing	agent	to	effectively	maintain	a	variable	yield.	Certain	of these	variable	rate	tax-exempt	financings	are	credit	enhanced	with	letters	of	credit	having	terms	in	excess	of	one	year	issued	by	banks	with	investment	grade	credit ratings.	The	holders	of	the	bonds	can	put	them	back	to	the	remarketing	agent	at	the	end	of	each	interest	period.	To	date,	the	remarketing	agents	have	been	able	to remarket	our	variable	rate	unsecured	tax-exempt	bonds.	These	bonds	have	been	classified	as	long	term	because	of	our	ability	and	intent	to	refinance	them	using availability	under	our	Credit	Facilities,	if	necessary.

# Other	Debt

Other	debt	primarily	includes	capital	lease	liabilities	of	$87.0	million	and	$88.3	million	as	of	December	31,	2012	and	2011,	respectively,	with	maturities	ranging	from 2013	to	2046.

# Future	Maturities	of	Debt

Aggregate	maturities	of	notes	payable,	capital	leases	and	other	long-term	debt	as	of	December	31,	2012,	excluding	non-cash	discounts,	premiums,	and	adjustments	to fair	value	recorded	in	purchase	accounting	totaling	$79.7	million,	are	as	follows:

# Fair	Value	of	Debt

The	fair	value	of	our	fixed	rate	senior	notes	using	observable	market	inputs	is	$6.9	billion	and	$6.3	billion	at	December	31,	2012	and	2011,	respectively.	The	carrying value	of	these	notes	is	$5.8	billion	and	$5.7	billion	at	December	31,	2012	and	2011,	respectively.	The	carrying	amounts	of	our	remaining	notes	payable	and	tax-exempt financing	approximate	fair	value	because	interest	rates	are	variable	and,	accordingly,	approximate	current	market	rates	for	instruments	with	similar	risk	and	maturities. The	fair	value	of	our	debt,	using	significant	observable	market	inputs	(Level	2)	is	determined	as	of	the	balance	sheet	date	and	is	subject	to	change.

# Guarantees

We	have	guaranteed	some	of	the	tax-exempt	bonds	of	our	subsidiaries.	If	a	subsidiary	fails	to	meet	its	obligations	associated	with	tax-exempt	bonds	as	they	come	due, we	will	be	required	to	perform	under	the	related	guarantee	agreement.	No	additional	liability	has	been	recorded	for	these	guarantees	because	the	underlying	obligations are	reflected	in	our	consolidated	balance	sheets.

# Interest	Paid

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Interest\texpense\ton\tdebt\tand\tcapital\tlease\tobligations | $338.5 | $372.9 | $413.2 |
| Accretion\tof\tdebt\tdiscounts | 12.2 | 25.6 | 52.4 |
| Accretion\tof\tremediation\tand\trisk\treserves | 46.2 | 49.8 | 48.1 |
| Less:\tcapitalized\tinterest | (8.4) | (8.1) | (6.3) |
| Total\tinterest\texpense | $388.5 | $440.2 | $507.4 |

# Interest	Rate	Swap	and	Lock	Agreements

Our	ability	to	obtain	financing	through	the	capital	markets	is	a	key	component	of	our	financial	strategy.	Historically,	we	have	managed	risk	associated	with	executing this	strategy,	particularly	as	it	relates	to	fluctuations	in	interest	rates,	by	using	a	combination	of	fixed	and	floating	rate	debt.	We	also	entered	into	interest	rate	swap agreements	to	manage	risk	associated	with	fluctuations	in	interest	rates.	The	swap	agreements,	with	a	total	notional	value	of	$210.0	million,	matured	in	August	2011. This	maturity	was	identical	to	our	unsecured	notes	that	also	matured	in	August	2011.	Under	the	swap	agreements,	we	paid	interest	at	floating	rates	based	on	changes	in LIBOR	and	received	interest	at	a	fixed	rate	of	6.75%.	We	reduced	interest	expense	by	$5.4	million	and	$8.5	million	due	to	periodic	settlements	of	active	swap agreements	during	years	ended	December	31,	2011	and	2010.	At	December	31,	2012	and	2011	we	had	no	interest	rate	swap	agreements	outstanding.

From	time	to	time,	we	enter	into	treasury	and	interest	rate	locks	to	manage	exposure	to	fluctuations	in	interest	rates	in	anticipation	of	future	debt	issuances.	These transactions	are	accounted	for	as	a	cash	flow	hedges.	As	of	December	31,	2012	and	2011,	no	interest	rate	lock	cash	flow	hedges	were	outstanding.

During	the	second	quarter	2012,	we	entered	into	a	number	of	interest	rate	lock	agreements	having	an	aggregate	notional	amount	of	$200.0	million	with	fixed	interest rates	approximating	2.20%	to	manage	exposure	to	fluctuations	in	interest	rates	in	anticipation	of	the	planned	issuance	of	the	3.550%	Notes.	Upon	issuance	of	the	3.550% Notes,	we	terminated	the	interest	rate	locks	and	paid	$4.8	million	to	the	counterparties.	The	effective	portion	of	the	interest	rate	locks,	recorded	as	a	component	of accumulated	other	comprehensive	income,	was	$4.7	million,	or	$2.7	million	net	of	tax.

During	the	first	and	second	quarters	of	2011,	we	entered	into	a	number	of	interest	rate	lock	agreements	having	an	aggregate	notional	amount	of	$725.0	million	with	fixed interest	rates	ranging	from	3.10%	to	4.61%	to	manage	exposure	to	fluctuations	in	interest	rates	in	anticipation	of	the	planned	issuance	of	the	2011	Notes.	Upon	issuance of	the	2011	Notes,	we	terminated	the	interest	rate	locks	and	paid	$36.5	million	to	the	counterparties.	The	effective	portion	of	the	interest	rate	locks,	recorded	as	a component	of	accumulated	other	comprehensive	income,	was	$36.2	million,	or	$21.2	million	net	of	tax.

During	the	first	quarter	of	2010,	we	entered	into	interest	rate	lock	agreements	having	an	aggregate	notional	amount	of	$500.0	million	to	hedge	interest	rates	in connection	with	the	issuance	of	the	2010	Notes.	Upon	issuance	of	these	notes,	we	terminated	the	interest	rate	locks	and	paid	approximately	$7.0	million	to	the counterparties.	The	effective	portion	of	the	interest	rate	locks,	recorded	as	a	component	of	accumulated	other	comprehensive	income,	was	$6.4	million	or	$3.7	million net	of	tax.

As	of	December	31,	2012	and	December	31,	2011,	the	effective	portion	of	the	interest	rate	locks,	recorded	as	a	component	of	accumulated	other	comprehensive	income, was	$24.6	million	and	$23.2	million,	respectively.	The	effective	portion	of	the	interest	rate	locks	will	be	amortized	as	an	adjustment	to	interest	expense	over	the	life	of the	issued	debt	using	the	effective	interest	rate	method.	We	expect	to	amortize	$2.5	million	over	the	next	twelve	months	as	a	yield	adjustment	to	our	senior	notes.

The	effective	portion	of	the	interest	rate	locks	amortized	as	a	net	increase	to	interest	expense	during	the	years	ended	December	31,	2012,	2011	and	2010	was	$2.2 million,	$1.4	million	and	$0.4	million,	respectively.

# 10.	INCOME	TAXES

The	components	of	the	provision	for	income	taxes	for	the	years	ended	December	31,	are	as	follows:

Our	2012	effective	tax	rate	was	favorably	impacted	by	the	settlement	with	the	IRS	appeals	division	of	Allied's	federal	tax	years	2004	-	2008.	This	settlement	benefited our	2012	tax	provision	by	approximately	$35	million	due	to	the	reversals	of	previously	accrued	tax	and	interest.	In	2011,	our	effective	tax	rate	was	favorably	impacted by	the	settlement	with	the	IRS	appeals	division	of	Allied's	federal	tax	years	2000	-	2003.	This	settlement	favorably	impacted	our	2011	tax	provision	by	approximately $23	million	due	to	reversals	of	previously	accrued	tax	and	interest.

During	2012,	we	did	not	dispose	of	any	goodwill	without	corresponding	tax	basis.	However,	during	2011	and	2010,	we	incurred	charges	of	$7.1	million	and	$13.1 million,	respectively,	for	dispositions	of	goodwill	that	had	no	corresponding	tax	basis,	and	thus,	were	non-deductible	for	tax	purposes.

The	components	of	the	net	deferred	income	tax	asset	and	liability	at	December	31,	2012	and	2011	are	as	follows:

In	assessing	the	realizability	of	deferred	tax	assets,	management	considers	whether	it	is	more	likely	than	not	that	some	portion	or	all	of	the	deferred	tax	assets	will	not	be realized	after	the	initial	recognition	of	the	deferred	tax	asset.	We	also	provide	valuation	allowances,	as	needed,	to	offset	portions	of	deferred	tax	assets	due	to	uncertainty surrounding	the	future	realization	of	such	deferred	tax	assets.	We	adjust	the	valuation	allowance	in	the	period	management	determines	it	is	more	likely	than	not	that deferred	tax	assets	will	or	will	not	be	realized.

We	have	state	net	operating	loss	carryforwards	with	an	estimated	tax	effect	of	$130.2	million	available	at	December	31,	2012.	These	state	net	operating	loss carryforwards	expire	at	various	times	between	2013	and	2032.	We	believe	that	it	is	more	likely	than	not	that	the	benefit	from	certain	state	net	operating	loss carryforwards	will	not	be	realized.	In	recognition	of	this	risk,	at	December	31,	2012,	we	have	provided	a	valuation	allowance	of	$113.5	million	for	certain	state	net operating	loss	carryforwards.	At	December	31,	2012,	we	also	have	provided	a	valuation	allowance	of	$11.3	million	for	certain	other	deferred	tax	assets.

Deferred	income	taxes	have	not	been	provided	on	the	undistributed	earnings	of	our	Puerto	Rican	subsidiaries	of	approximately	$40	million	and	$39	million	as	of December	31,	2012	and	2011,	respectively,	as	such	earnings	are	considered	to	be	permanently	invested	in	those	subsidiaries.	If	such	earnings	were	to	be	remitted	to	us	as dividends,	we	would	incur	approximately	$14	million	of	federal	income	taxes.

We	made	income	tax	payments	(net	of	refunds	received)	of	approximately	$185	million,	$173	million	and	$418	million	for	2012,	2011	and	2010,	respectively.

Income	taxes	paid	in	2012	and	2011	reflect	the	favorable	tax	depreciation	provisions	of	the	Tax	Relief,	Unemployment	Insurance	Reauthorization,	and	Job	Creation	Act of	2010	(Tax	Relief	Act)	that	was	signed	into	law	in	December	2010.	The	Tax	Relief	Act	included	100%	bonus	depreciation	for	property	placed	in	service	after September	8,	2010	and	through	December	31,	2011	(and	for	certain	long-term	construction	projects	to	be	placed	in	service	in	2012)	and	50%	bonus	depreciation	for property

placed	in	service	in	2012	(and	for	certain	long-term	construction	projects	to	be	placed	in	service	in	2013).	Income	taxes	paid	in	2010	includes	$111	million	related	to	the settlement	of	certain	tax	liabilities	regarding	BFI	risk	management	companies.

We	and	our	subsidiaries	are	subject	to	income	tax	in	the	U.S.	and	Puerto	Rico,	as	well	as	income	tax	in	multiple	state	jurisdictions.	Our	compliance	with	income	tax rules	and	regulations	is	periodically	audited	by	tax	authorities.	These	authorities	may	challenge	the	positions	taken	in	our	tax	filings.	Thus,	to	provide	for	certain potential	tax	exposures,	we	maintain	liabilities	for	uncertain	tax	positions	for	our	estimate	of	the	final	outcome	of	the	examinations.

The	following	table	summarizes	the	activity	in	our	gross	unrecognized	tax	benefits	for	the	years	ended	December	31:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Balance\tat\tbeginning\tof\tyear | $54.3 | $222.8 | $242.2 |
| Additions\tbased\ton\ttax\tpositions\trelated\tto\tcurrent\tyear | 0.9 | — | 2.8 |
| Additions\tfor\ttax\tpositions\tof\tprior\tyears | 64.0 | 0.6 | 7.5 |
| Reductions\tfor\ttax\tpositions\tof\tprior\tyears | — | (162.2) | (7.4) |
| Reductions\tfor\ttax\tpositions\tresulting\tfrom\tlapse\tof\tstatute\tof\tlimitations | (7.3) | — | (10.4) |
| Settlements | (27.2) | (6.9) | (11.9) |
| Balance\tat\tend\tof\tyear | $84.7 | $54.3 | $222.8 |

During	2012,	we	settled	with	the	IRS	appeals	division	Allied's	2004	-	2008	tax	years.	The	resolution	of	these	tax	periods	reduced	our	gross	unrecognized	tax	benefits	by $27.2	million.	The	majority	of	the	2012	increase	for	prior	years'	tax	positions	is	attributable	to	the	2012	filings	of	amended	state	tax	returns	as	a	consequence	of	resolving Allied's	legacy	tax	issues.	As	of	December	31,	2012,	$28.9	million	of	the	$84.7	million	of	unrecognized	tax	benefits	relates	to	tax	positions	taken	by	Allied	prior	to	the 2008	acquisition.

During	2011,	we	settled	with	the	IRS	appeals	division	Allied's	2000	–	2003	tax	years.	This	included	Allied's	2002	partnership	exchange	issue	(see	-	Exchange	of Partnership	Interests).	The	resolution	of	these	tax	periods	reduced	our	gross	unrecognized	tax	benefits	by	$166.2	million.	We	also	resolved	various	state	matters	during 2011	that,	in	the	aggregate,	reduced	our	gross	unrecognized	tax	benefits	by	$2.9	million.

During	2010,	the	IRS	concluded	its	examination	of	our	2005	–	2007	tax	years.	The	conclusion	of	this	examination	reduced	our	gross	unrecognized	tax	benefits	by	$1.9 million.	We	also	resolved	various	state	matters	during	2010	that,	in	the	aggregate,	reduced	our	gross	unrecognized	tax	benefits	by	$10.0	million.

Included	in	the	balance	at	December	31,	2012	and	2011	are	$59.9	million	and	$42.9	million	of	unrecognized	tax	benefits	(net	of	the	federal	benefit	on	state	issues)	that,	if recognized,	would	affect	our	effective	income	tax	rate	in	future	periods.

We	recognize	interest	and	penalties	as	incurred	within	the	provision	for	income	taxes	in	our	consolidated	statements	of	income.	Related	to	the	unrecognized	tax	benefits previously	noted,	we	recorded	interest	expense	of	approximately	$1	million	during	2012	and,	in	total	as	of	December	31,	2012,	have	recognized	a	liability	for	penalties	of $0.7	million	and	interest	of	$18.9	million.

During	2011,	we	accrued	interest	of	$12.0	million	and,	in	total	as	of	December	31,	2011,	had	recognized	a	liability	for	penalties	of	$0.7	million	and	interest	of	$49.7 million.	During	2010,	we	accrued	interest	of	$19.2	million	and,	in	total	at	December	31,	2010,	had	recognized	a	liability	for	penalties	of	$1.2	million	and	interest	of	$99.9 million.

The	decrease	in	accrued	interest	during	2011	was	due	to	the	December	2011	settlement	of	uncertain	tax	positions	related	to	Allied's	2000	–	2003	tax	periods.	The decrease	in	accrued	interest	and	penalties	between	2010	and	2009	was	driven	mainly	by	the	additional	settlements	discussed	previously.

Gross	unrecognized	tax	benefits	that	we	expect	to	settle	in	the	following	twelve	months	are	in	the	range	of	$10-$20	million.	However,	it	is	reasonably	possible	that	the amount	of	unrecognized	tax	benefits	will	increase	or	decrease	in	the	next	twelve	months.

We	are	under	federal	income	tax	audit	for	calendar	years	2009	and	2010.	At	the	exam	level,	we	have	concluded	and	resolved	all	issues	related	to	our	2009	-	2010	tax years	and,	at	December	31,	2012,	were	awaiting	the	results	of	a	final	review	before	the

Congressional	Joint	Committee	on	Taxation.	In	January	2013,	we	received	notification	that	this	review	was	completed.	Consequently,	we	will	reflect	the	final	settlement of	the	2009	-	2010	tax	years	in	our	2013	tax	provision.

We	are	also	under	state	examination	in	various	jurisdictions	for	various	tax	years,	including	Allied's	open	tax	periods	which	we	acquired	as	a	result	of	the	2008	merger. These	state	audits	are	ongoing.

We	believe	the	liabilities	for	uncertain	tax	positions	recorded	are	adequate.	However,	a	significant	assessment	against	us	in	excess	of	the	liabilities	recorded	could	have	a material	adverse	effect	on	our	consolidated	financial	position,	results	of	operations	or	cash	flows.

# Exchange	of	Partnership	Interests

In	April	2002,	Allied	exchanged	minority	partnership	interests	in	four	waste-to-energy	facilities	for	majority	partnership	interests	in	equipment	purchasing	businesses, which	are	now	wholly	owned	subsidiaries.	In	November	2008,	the	IRS	issued	a	formal	disallowance	to	Allied	contending	that	the	exchange	was	instead	a	sale	on	which a	corresponding	gain	should	have	been	recognized.	In	December	2011,	we	reached	an	agreement	with	the	IRS	appeals	division	to	settle	this	issue.

# Methane	Gas

As	part	of	its	examination	of	Allied's	2004	-	2008	federal	income	tax	returns,	the	IRS	reviewed	Allied's	treatment	of	costs	associated	with	its	landfill	operations.	As	a result	of	this	review,	the	IRS	had	proposed	that	certain	landfill	costs	be	allocated	to	the	collection	and	control	of	methane	gas	that	is	naturally	produced	within	the landfill.	The	IRS'	position	was	that	the	methane	gas	produced	by	a	landfill	was	a	joint	product	resulting	from	the	operation	of	the	landfill	and,	therefore,	these	costs should	not	be	expensed	until	the	methane	gas	was	sold	or	otherwise	disposed.

During	2012,	we	resolved	all	tax	matters	related	to	Allied's	2004	-	2008	tax	years.	The	company's	treatment	of	costs	was	sustained,	and	consequently,	no	adjustments were	made	to	the	consolidated	financial	statements.

# 11. EMPLOYEE	BENEFIT	PLANS

# Stock-Based	Compensation

In	July	1998,	we	adopted	the	1998	Stock	Incentive	Plan	(1998	Plan)	to	provide	for	grants	of	options	to	purchase	shares	of	common	stock,	restricted	stock	and	other equity	based	compensation	to	our	employees	and	non-employee	directors	who	are	eligible	to	participate	in	the	1998	Plan.	The	1998	Plan	expired	on	June	30,	2008.	In February	2007,	our	board	of	directors	approved	the	2007	Stock	Incentive	Plan	(2007	Plan)	and	in	May	2007	our	stockholders	ratified	the	2007	Plan.	In	March	2011,	our board	of	directors	approved	the	Amended	and	Restated	Republic	Services,	Inc.	2007	Stock	Incentive	Plan	(the	Amended	and	Restated	Plan)	and	in	May	2011	our stockholders	ratified	the	Amended	and	Restated	Plan.	We	currently	have	19.7	million	shares	of	common	stock	reserved	for	future	grants	under	our	Amended	and Restated	Plan.

Options	granted	under	the	1998	Plan,	the	2007	Plan	and	the	Amended	and	Restated	Plan	are	non-qualified	and	are	granted	at	a	price	equal	to	the	fair	market	value	of	our common	stock	at	the	date	of	grant.	Generally,	options	granted	have	a	term	of	seven	to	ten	years	from	the	date	of	grant,	and	vest	in	increments	of	25%	per	year	over	a period	of	four	years	beginning	on	the	first	anniversary	date	of	the	grant.	Options	granted	to	non-employee	directors	have	a	term	of	ten	years	and	are	fully	vested	at	the grant	date.

In	December	2008,	the	board	of	directors	amended	and	restated	the	Republic	Services,	Inc.	2006	Incentive	Stock	Plan	(formerly	known	as	the	Allied	Waste	Industries, Inc.	2006	Incentive	Stock	Plan	(the	2006	Plan)).	Allied's	stockholders	approved	the	2006	Plan	in	May	2006.	The	2006	Plan	was	amended	and	restated	in	December	2008 to	reflect	that	Republic	Services,	Inc.	is	the	new	sponsor	of	the	Plan,	that	any	references	to	shares	of	common	stock	is	to	shares	of	common	stock	of	Republic	Services, Inc.,	and	to	adjust	outstanding	awards	and	the	number	of	shares	available	under	the	Plan	to	reflect	the	acquisition.	The	2006	Plan,	as	amended	and	restated,	provides	for the	grant	of	non-qualified	stock	options,	incentive	stock	options,	shares	of	restricted	stock,	shares	of	phantom	stock,	stock	bonuses,	restricted	stock	units,	stock appreciation	rights,	performance	awards,	dividend	equivalents,	cash	awards,	or	other	stock-based	awards.	Awards	granted	under	the	2006	Plan	prior	to	December	5, 2008	became	fully	vested	and	nonforfeitable	upon	the	closing	of	the	acquisition.	Awards	may	be	granted	under	the	2006	Plan,	as	amended	and	restated,	after December	5,	2008	only	to	employees	and	consultants	of	Allied	Waste	Industries,	Inc.	and	its	subsidiaries	who	were	not	employed	by	Republic	Services,	Inc.	prior	to such	date.	At	December	31,	2012,	there	were	approximately	15.5	million	shares	of	common	stock	reserved	for	future	grants	under	the	2006	Plan.

# Stock	Options

We	use	a	binomial	option-pricing	model	to	value	our	stock	option	grants.	We	recognize	compensation	expense	on	a	straight-line	basis	over	the	requisite	service	period for	each	separately	vesting	portion	of	the	award,	or	to	the	employee's	retirement	eligible	date,	if	earlier.	Expected	volatility	is	based	on	the	weighted	average	of	the	most recent	one	year	volatility	and	a	historical	rolling	average	volatility	of	our	stock	over	the	expected	life	of	the	option.	The	risk-free	interest	rate	is	based	on	Federal Reserve	rates	in	effect	for	bonds	with	maturity	dates	equal	to	the	expected	term	of	the	option.	We	use	historical	data	to	estimate	future	option	exercises,	forfeitures	(at 3.0%	for	each	of	the	period	presented)	and	expected	life	of	the	options.	When	appropriate,	separate	groups	of	employees	that	have	similar	historical	exercise	behavior are	considered	separately	for	valuation	purposes.	The	weighted-average	estimated	fair	values	of	stock	options	granted	during	the	years	ended	December	31,	2012,	2011 and	2010	were	$4.77,	$5.35	and	$5.28	per	option,	respectively,	which	were	calculated	using	the	following	weighted-average	assumptions:

As	of	December	31,	2012,	total	unrecognized	compensation	expense	related	to	outstanding	stock	options	was	$9.1	million,	which	will	be	recognized	over	a	weighted average	period	of	1.8	years.	The	total	fair	value	of	stock	options	that	vested	in	2012,	2011	and	2010	was	$10.9	million,	$8.7	million	and	$4.0	million,	respectively.

We	classified	excess	tax	benefits	of	$1.9	million,	$2.5	million	and	$3.5	million	as	cash	flows	from	financing	activities	for	2012,	2011	and	2010,	respectively.	All	other tax	benefits	related	to	stock	options	have	been	presented	as	a	component	of	cash	flows	from	operating	activities.

# Other	Stock	Awards

The	following	table	summarizes	the	restricted	stock	unit	and	restricted	stock	activity	for	the	years	ended	December	31,	2010,	2011	and	2012:

|  | Number	of<br>Restricted	Stock<br>Units	and	Shares	of<br>Restricted	Stock<br>(In	Thousands) | Weighted-Average<br>Grant	Date	Fair<br>Value	per	Share | Weighted-Average<br>Remaining<br>Contractual	Term<br>(Years) |  | Aggregate<br>Intrinsic<br>Value |
| :--- | :--- | :--- | :--- | :--- | :--- |
| Unissued\tat\tDecember\t31,\t2009 | 653.2 | $23.85 |  |  |  |
| Granted | 367.9 | 29.14 |  |  |  |
| Vested\tand\tissued | (171.8) | 22.63 |  |  |  |
| Forfeited | — | — |  |  |  |
| Unissued\tat\tDecember\t31,\t2010 | 849.3 | 26.39 |  |  |  |
| Granted | 179.2 | 29.97 |  |  |  |
| Vested\tand\tissued | (250.5) | 26.61 |  |  |  |
| Forfeited | (8.0) | 24.97 |  |  |  |
| Unissued\tat\tDecember\t31,\t2011 | 770.0 | 27.17 |  |  |  |
| Granted | 303.8 | 27.76 |  |  |  |
| Vested\tand\tissued | (167.2) | 26.35 |  |  |  |
| Forfeited | (1.3) | 29.79 |  |  |  |
| Unissued\tat\tDecember\t31,\t2012 | 905.3 | $27.51 |  | 0.5 | $26.6 |
| Vested\tand\tunissued\tat\tDecember\t31,\t2012 | 535.0 | $26.72 |  |  |  |

During	2012,	we	awarded	our	non-employee	directors	75,000	restricted	stock	units,	which	vested	immediately.	During	2012,	we	awarded	179,201	restricted	stock	units to	executives	that	vest	in	four	equal	annual	installments	beginning	on	the	anniversary	date	of	the	original	grant.	In	addition,	26,747	restricted	stock	units	were	earned	as dividend	equivalents.	The	restricted	stock	units	do	not	carry	any	voting	or	dividend	rights,	except	the	right	to	receive	additional	restricted	stock	units	in	lieu	of dividends.	Also,	we	granted	22,805	shares	of	restricted	stock	to	an	executive	that	vested	upon	his	retirement	in	January	2013.

During	2011,	our	non-employee	directors	were	awarded	82,500	restricted	stock	units	under	our	Amended	and	Restated	Plan,	which	vested	immediately.	During	2011, we	awarded	76,699	restricted	stock	units	to	executives	that	vest	in	four	equal	annual	installments	beginning	on	the	anniversary	date	of	the	original	grant.	In	addition, 20,039	restricted	stock	units	were	earned	as	dividend	equivalents.

During	2010,	we	awarded	92,894	restricted	stock	units	to	our	non-employee	directors	under	our	Amended	and	Restated	Plan,	of	which	88,732	vested	immediately.	The remaining	restricted	stock	units	awarded	during	the	year	ended	December	31,	2010	vest	in	three	equal	annual	installments	beginning	on	the	anniversary	date	of	the original	grant.	During	2010,	we	awarded	210,437	restricted	stock	units	to	executives	and	other	officers	that	vest	in	four	equal	annual	installments	beginning	on	the anniversary	date	of	the	original	grant.

The	fair	value	of	restricted	stock	and	restricted	stock	units	is	based	on	the	closing	market	price	on	the	date	of	the	grant.	The	compensation	expense	related	to	restricted stock	units	and	restricted	stock	is	amortized	ratably	over	the	vesting	period.

During	2012,	2011	and	2010,	compensation	expense	related	to	restricted	stock	units	and	restricted	shares	totaled	$8.0	million,	$7.5	million	and	$11.7	million, respectively.

We	currently	have	one	qualified	defined	benefit	pension	plan,	the	BFI	Retirement	Plan	(the	Plan).	The	Plan	covers	certain	employees	in	the	United	States,	including some	employees	subject	to	collective	bargaining	agreements.

The	Plan	benefits	are	frozen.	Interest	credits	continue	to	be	earned	by	participants	in	the	Plan,	and	participants	whose	collective	bargaining	agreements	provide	for additional	benefit	accruals	under	the	Plan	continue	to	receive	those	credits	in	accordance	with	the	terms	of	their	bargaining	agreements.	The	Plan	was	converted	from	a traditional	defined	benefit	plan	to	a	cash	balance

Prior	to	the	conversion	of	the	cash	balance	design,	benefits	payable	as	a	single	life	annuity	under	the	Plan	were	based	on	the	participant's	highest	five	years	of	earnings out	of	the	last	ten	years	of	service.	Upon	conversion	to	the	cash	balance	plan,	the	existing	accrued	benefits	were	converted	to	a	lump-sum	value	using	the	actuarial assumptions	in	effect	at	the	time.	Participants'	cash	balance	accounts	are	increased	until	retirement	by	certain	benefit	and	interest	credits	under	the	terms	of	their bargaining	agreements.	Participants	may	elect	early	retirement	with	the	attainment	of	age	55	and	completion	of	ten	years	of	credited	service	at	reduced	benefits. Participants	with	35	years	of	service	may	retire	at	age	62	without	any	reduction	in	benefits.

Effective	January	1,	2011,	the	Plan	was	amended	to	solicit	participants	in	the	Plan	to	take	a	lump	sum	distribution	of	their	eligible	retirement	benefits.	During	the	year ended	December	31,	2011,	we	made	$67.0	million	of	lump	sum	payments	to	participants.	We	recognized	$3.6	million,	net	of	tax,	of	deferred	actuarial	gain	within	our selling,	general	and	administrative	expenses	as	a	result	of	settlement	accounting	applied	to	these	transactions.

Our	pension	contributions	are	made	in	accordance	with	funding	standards	established	by	Employee	Retirement	Income	Security	Act	of	1974	and	the	Internal	Revenue Code,	as	amended	by	the	Pension	Protection	Act	enacted	in	2006	(the	PPA).	No	contributions	were	made	in	either	2012	or	2011.

We	must	separately	recognize	the	overfunded	or	underfunded	status	of	our	pension	plan	as	an	asset	or	liability.	The	funded	status	represents	the	difference	between	the projected	benefit	obligation	(PBO)	and	the	fair	value	of	the	plan	assets.	The	PBO	is	the	present	value	of	benefits	earned	to	date	by	plan	participants,	including	the	effect of	assumed	future	salary	increases,	if	any.	The	PBO	is	equal	to	the	accumulated	benefit	obligation	(ABO)	as	the	present	value	of	these	liabilities	is	not	affected	by assumed	future	salary	increases.	We	use	a	measurement	date	that	coincides	with	our	year	end	of	December	31.

The	following	table	presents	the	ABO	and	reconciliations	of	the	changes	in	the	PBO,	the	plan	assets	and	the	accounting	funded	status	of	our	defined	benefit	pension plan	for	the	years	ended	December	31,	2012	and	2011.

|  | Defined	Benefit<br>Pension	Plan |  |
| :--- | :--- | :--- |
|  | 2012 | 2011 |
| Accumulated\tBenefit\tObligation | $301.4 | $343.5 |
| Change\tin\tProjected\tBenefit\tObligation: |  |  |
| Projected\tbenefit\tobligation\tat\tbeginning\tof\tyear | $343.5 | $371.6 |
| Interest\tcost | 13.1 | 17.0 |
| Actuarial\t(gain)\tloss | (6.9) | 30.2 |
| Benefits\tpaid | (48.3) | (75.3) |
| Projected\tbenefit\tobligation\tat\tend\tof\tyear | $301.4 | $343.5 |
| Change\tin\tPlan\tAssets: |  |  |
| Fair\tvalue\tof\tplan\tassets\tat\tbeginning\tof\tyear | $303.6 | $363.9 |
| Actual\treturn\ton\tplan\tassets | 43.0 | 18.0 |
| Estimated\texpenses | (3.0) | (3.0) |
| Benefits\tpaid | (48.3) | (75.3) |
| Fair\tvalue\tof\tplan\tassets\tat\tend\tof\tyear | $295.3 | $303.6 |
| Unfunded\tstatus | $6.1 | $39.9 |
| Amounts\trecognized\tin\tthe\tstatement\tof\tfinancial\tposition\tconsist\tof: |  |  |
| Noncurrent\tliabilities | $6.1 | $39.9 |
| Net\tamount\trecognized | $6.1 | $39.9 |
| Weighted\taverage\tassumptions\tused\tto\tdetermine\tbenefit\tobligations: |  |  |
| Discount\trate | 3.70% | 4.25% |
| Rate\tof\tcompensation\tincrease | N/A | N/A |

The	amounts	included	in	accumulated	other	comprehensive	income	on	the	consolidated	statement	of	financial	position	that	have	not	yet	been	recognized	as	components of	net	periodic	benefit	cost	at	December	31,	2012	and	2011	are	as	follows:

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Components\tof\tNet\tPeriodic\tBenefit\tCost: |  |  |  |
| Service\tcost | $3.0 | $3.0 | $0.2 |
| Interest\tcost | 13.1 | 17.0 | 20.5 |
| Expected\treturn\ton\tplan\tassets | (18.9) | (23.5) | (23.6) |
| Recognized\tnet\tactuarial\tgain | — | (0.5) | — |
| Amortization\tof\tprior\tservice\tcost | 0.1 | 0.1 | — |
| Settlement\tincome | (2.2) | (5.9) | — |
| Net\tperiodic\tbenefit\tcost | $(4.9) | $(9.8) | $(2.9) |
| Weighted\taverage\tassumptions\tused\tto\tdetermine\tnet\tperiodic\tbenefit\tcost: |  |  |  |
| Discount\trate | 3.60% | 5.25% | 5.75% |
| Expected\treturn\ton\tplan\tassets | 6.50% | 7.25% | 7.25% |
| Rate\tof\tcompensation\tincrease | N/A | N/A | 4.00% |

We	determine	the	discount	rate	used	in	the	measurement	of	our	obligations	based	on	a	model	that	matches	the	timing	and	amount	of	expected	benefit	payments	to maturities	of	high	quality	bonds	priced	as	of	the	pension	plan	measurement	date.	Where	that	timing	does	not	correspond	to	a	published	high-quality	bond	rate,	our	model uses	an	expected	yield	curve	to	determine	an	appropriate	current	discount	rate.	The	yields	on	the	bonds	are	used	to	derive	a	discount	rate	for	the	liability.	The	term	of	our obligation,	based	on	the	expected	retirement	dates	of	our	workforce,	is	approximately	ten	years.

In	developing	our	expected	rate	of	return	assumption,	we	have	evaluated	the	actual	historical	performance	and	long-term	return	projections	of	the	Plan	assets,	which give	consideration	to	the	asset	mix	and	the	anticipated	timing	of	the	pension	plan	outflows.	We	employ	a	total	return	investment	approach	whereby	a	mix	of	equity	and fixed	income	investments	are	used	to	maximize	the	long-term	return	of	plan	assets	for	what	we	consider	a	prudent	level	of	risk.	The	intent	of	this	strategy	is	to	minimize plan	expenses	by	outperforming	plan	liabilities	over	the	long	run.	Risk	tolerance	is	established	through	careful	consideration	of	plan	liabilities,	plan	funded	status	and our	financial	condition.	The	investment	portfolio	contains	a	diversified	blend	of	equity	and	fixed	income	investments.	Furthermore,	equity	investments	are	diversified across	U.S.	and	non-U.S.	stocks	as	well	as	growth,	value,	and	small	and	large	capitalizations.	Derivatives	may	be	used	to	gain	market	exposure	in	an	efficient	and	timely manner.	However,	derivatives	may	not	be	used	to	leverage	the	portfolio	beyond	the	market	value	of	the	underlying	investments.	Investment	risk	is	measured	and monitored	on	an	ongoing	basis	through	annual	liability	measurements,	periodic	asset	and	liability	studies,	and	quarterly	investment	portfolio	reviews.

The	following	table	summarizes	our	target	asset	allocation	for	2012	and	actual	asset	allocation	at	December	31,	2012	and	2011	for	our	defined	benefit	pension	plan:

|  | Target<br>Asset<br>Allocation | 2012<br>Actual<br>Asset<br>Allocation | 2011<br>Actual<br>Asset<br>Allocation |
| :--- | :--- | :--- | :--- |
| Debt\tsecurities | 70% | 70% | 66% |
| Equity\tsecurities | 30 | 30 | 33 |
| Cash\tor\tcash\tequivalents | — | — | 1 |
| Total | 100% | 100% | 100% |

For	2013,	the	investment	strategy	for	pension	plan	assets	is	to	maintain	a	broadly	diversified	portfolio	designed	to	achieve	our	target	of	an	average	long-term	rate	of return	of	6.00%.	While	we	believe	we	can	achieve	a	long-term	average	return	of	6.00%,	we	cannot	be	certain	that	the	portfolio	will	perform	to	our	expectations.	Assets are	strategically	allocated	among	debt	and	equity	portfolios	to	achieve	a	diversification	level	that	dampens	fluctuations	in	investment	returns.	Asset	allocation	target ranges	and	strategies	are	reviewed	periodically	with	the	assistance	of	an	independent	external	consulting	firm.

The	pension	assets	are	measured	at	fair	value.	The	following	table	summarizes,	by	level,	within	the	fair	value	hierarchy,	the	investments	of	the	Plan	at	fair	value	as	of December	31,	2012	and	2011:

|  |  |  | Fair	Value	Measurements	Using |  |
| :--- | :--- | :--- | :--- | :--- |
|  | Total\tas\tof\nDecember\t31,\t2012 | Quoted\nPrices\tin\nActive\nMarkets\n(Level\t1) | Significant\nOther\nObservable\nInputs\n(Level\t2) | Significant\nUnobservable\nInputs\n(Level\t\t3) |
| Money\tmarket\taccount | $8.5 | $8.5 | $— | $— |
| Common\tstock | 14.4 | 14.4 | — | — |
| Mutual\tfunds\tand\treal\testate\tinvestment\ttrusts | 184.1 | 140.6 | 43.5 | — |
| Bonds | 87.9 | — | 87.9 | — |
| Limited\tpartnerships | 0.4 | — | — | 0.4 |
| Total\tassets | $295.3 | $163.5 | $131.4 | $0.4 |

Estimated	future	benefit	payments	for	the	next	ten	years	under	the	Plan	are	as	follows:

# Multiemployer	Pension	Plans

We	contribute	to	27	multiemployer	pension	plans	under	collective	bargaining	agreements	covering	union-represented	employees.	Approximately	20%	of	our	total current	employees	are	participants	in	such	multiemployer	plans.	These	plans	generally	provide	retirement	benefits	to	participants	based	on	their	service	to	contributing employers.	We	do	not	administer	these	multiemployer	plans.	In	general,	these	plans	are	managed	by	a	board	of	trustees	with	the	unions	appointing	certain	trustees	and other	contributing	employers	of	the	plan	appointing	certain	members.	We	generally	are	not	represented	on	the	board	of	trustees.

Based	on	the	information	available	to	us,	we	believe	that	some	of	the	multiemployer	plans	to	which	we	contribute	are	either

"critical"	or	"endangered"	as	those	terms	are	defined	in	the	PPA.	The	PPA	requires	underfunded	pension	plans	to	improve	their	funding	ratios	within	prescribed	intervals based	on	the	level	of	their	underfunding.	Until	the	plan	trustees	develop	the	funding	improvement	plans	or	rehabilitation	plans	as	required	by	the	PPA,	we	cannot determine	the	amount	of	assessments	we	may	be	subject	to,	if	any.	Accordingly,	we	cannot	determine	at	this	time	the	impact	that	the	PPA	may	have	on	our	consolidated financial	position,	results	of	operations	or	cash	flows.

Furthermore,	under	current	law	regarding	multiemployer	benefit	plans,	a	plan's	termination,	our	voluntary	withdrawal	(which	we	consider	from	time	to	time),	or	the mass	withdrawal	of	all	contributing	employers	from	any	under-funded	multiemployer	pension	plan	would	require	us	to	make	payments	to	the	plan	for	our	proportionate share	of	the	multiemployer	plan's	unfunded	vested	liabilities.	It	is	possible	that	there	may	be	a	mass	withdrawal	of	employers	contributing	to	these	plans	or	plans	may terminate	in	the	near	future.	We	could	have	adjustments	to	our	estimates	for	these	matters	in	the	near	term	that	could	have	a	material	effect	on	our	consolidated	financial condition,	results	of	operations	or	cash	flows.

Republic's	participation	in	individually	significant	multiemployer	pension	plans	for	the	year	ended	December	31,	2012	is	outlined	in	the	table	below.	Only	with	respect to	multiemployer	pension	plans,	we	considered	contributions	in	excess	of	$3.0	million	in	any	period	disclosed	to	be	individually	significant.	The	most	recent	PPA	zone status	available	in	2012	and	2011	is	for	the	plans'	year	ended	September	30	or	December	31,	2011	and	2010,	respectively.	The	status	is	based	on	information	that Republic	received	from	the	plan	and	is	certified	by	the	plans'	actuary.	Among	other	factors,	plans	in	the	"critical"	red	zone	are	generally	less	than	65%	funded,	plans	in the	"endangered"	yellow	zone	are	less	than	80%	funded,	and	plans	in	the	"safe"	green	zone	are	at	least	80%	funded.	The	last	column	lists	the	expiration	dates	of	the collective-bargaining	agreements	(CBA)	to	which	the	plans	are	subject.	There	have	been	no	significant	changes	that	affect	the	comparability	of	the	2012,	2011	and	2010 contributions.

|  |  | Pension	Protection<br>Act	Zone	Status | Pension	Protection<br>Act	Zone	Status | Funding<br>Improvement<br>or	Rehabilitation<br>Plan	Status<br>Pending	/ |  | Republic<br>Contributions	to		Plan |  | Surcharge |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Legal\tPlan\tName | EIN | 2011 | 2010 | Implemented | 2012 | 2011 | 2010 | Imposed |
| Central\tStates,\tSoutheast |  |  |  |  |  |  |  |  |
| \t\tand\tSouthwest\tAreas |  |  |  |  |  |  |  |  |
| \t\tPension\tFund | 36-6044243 | Critical | Critical | Implemented | $3.5 | $3.9 | $4.1 | No |
| Local\t731\tPrivate |  |  |  |  |  |  |  |  |
| \t\tScavengers\tand\tGarage |  |  |  |  |  |  |  |  |
| \t\tAttendants\tPension |  |  |  |  |  |  |  |  |
| \t\tTrust\tFund | 36-6513567 | Endangered | Endangered | Implemented | 6.3 | 3.4 | 3.2 | No |
| Western\tConference\tof\n\t\tTeamsters\tPension\tPlan | 91-6145047 | Safe | Safe | No | 26.7 | 31.6 | 32.6 | No |
| Individually\tsignificant |  |  |  |  |  |  |  |  |
| \t\tplans |  |  |  |  | 36.5 | 38.9 | 39.9 |  |
| All\tother\tplans | N/A | N/A | N/A | N/A | 9.0 | 9.8 | 10.5 | N/A |
| Total |  |  |  |  | $45.5 | $48.7 | $50.4 |  |

We	are	listed	in	the	Form	5500	for	Local	731	Private	Scavengers	and	Garage	Attendants	Pension	Trust	Fund	as	providing	more	than	5	percent	of	the	total	contributions. At	the	date	the	financial	statements	were	issued,	Forms	5500	were	not	available	for	the	plan	years	ending	September	31,	2012	or	December	31,	2012.

# Central	States,	Southeast	and	Southwest	Areas	Pension	Fund

We	have	collective	bargaining	agreements	(CBAs)	with	local	bargaining	units	of	the	Teamsters	under	which	we	have	obligations	to	contribute	to	the	Central	States, Southeast	and	Southwest	Areas	Pension	Fund	(the	Fund).	All	of	these	CBAs	were,	are	or	will	be	under	negotiation	in	2012	and	2013.	As	part	of	our	negotiations,	we have	proposed	or	intend	to	propose	to	withdraw	from	the	Fund.	Withdrawal	is	only	one	of	the	issues	in	these	negotiations,	and	we	do	not	know	what	the	ultimate outcome	of	the	negotiations	in	any	locale	will	be.	With	respect	to	each	CBA,	if	we	do	withdraw,	this	will	constitute	a	Withdrawal	Event	and	will	require	us	to	make payments	to	the	Fund	for	a	proportionate	share	of	its	unfunded	vested	liabilities.

In	2012,	we	withdrew	recognition	of	the	Teamsters	as	the	designated	representative	of	our	employees	in	our	Danville,	Illinois	facility	and	employees	in	our	Dayton, Ohio	facility	ratified	a	new	CBA	that	includes	a	provision	terminating	our	obligation	to	contribute	to	the	Fund.	Each	of	these	actions	constitutes	a	Withdrawal	Event. Based	on	information	provided	to	us	by	the	Fund,	our	actuarial	calculations	and	a	number	of	other	variable	factors	including	our	estimated	number	of	2013	contribution based	units,	we	have	estimated	our	liability	to	the	Fund	associated	with	these	two	Withdrawal	Events	will	be	approximately

# $31	million,	which	was	charged	to	earnings	in	2012.

If	we	do	have	an	additional	Withdrawal	Event	or	Events	with	respect	to	one	or	more	of	the	remaining	bargaining	units,	the	amount	ultimately	payable	would	depend upon	a	number	of	variable	factors	involving	valuations	and	actuarial	calculations.	We	do	not	presently	know	what	the	result	of	those	calculations	and	valuations	would be.	However,	we	believe	our	additional	liability	upon	a	complete	withdrawal	from	the	Fund	would	be	between	$113	million	and	$146	million	if	it	were	to	occur	in	2013, based	on	current	estimates.	In	the	future,	a	loss	may	become	probable,	at	which	time	or	times	we	will	incur	an	expense	that	will	reduce	earnings.	Any	such	expense	may be	material	to	our	results	of	operations	in	the	period	or	periods	incurred.	The	liability	associated	with	any	such	expense	or	expenses	ordinarily	would	be	due	in installments	over	a	period	of	20	years,	and	the	payments	are	unlikely	to	be	material	to	our	cash	flow	in	any	particular	period.

Based	on	information	received	from	the	27	multiemployer	pension	plans	to	which	we	contribute,	we	believe	that	our	potential	liability	in	the	event	of	a	complete withdrawal	from	the	Fund	is	(a)	much	greater	than	our	potential	liability	in	the	event	of	a	complete	withdrawal	from	any	of	the	26	other	multiemployer	pension	plans	in which	we	participate	and	(b)	greater	than	our	potential	aggregate	liability	in	the	event	of	complete	withdrawal	from	all	the	20	other	multiemployer	pension	plans	to which	we	contribute	and	that	are	either	"critical"	or	"endangered"	as	those	terms	are	defined	in	the	Pension	Protection	Act.

# Defined	Contribution	Plans

We	maintain	the	Republic	Services	401(k)	Plan	(401(k)	Plan),	which	is	a	defined	contribution	plan	covering	all	eligible	employees.	Under	the	provisions	of	the	401(k) Plan,	participants	may	direct	us	to	defer	a	portion	of	their	compensation	to	the	401(k)	Plan,	subject	to	Internal	Revenue	Code	limitations.	We	provide	for	an	employer matching	contribution	equal	to	100%	of	the	first	3%	of	eligible	compensation	and	50%	of	the	next	2%	of	eligible	compensation	contributed	by	each	employee,	which	is funded	in	cash.	All	contributions	vest	immediately.

# Deferred	Compensation	Plan

We	provide	eligible	employees,	officers	and	directors	of	Republic	with	the	opportunity	to	voluntarily	defer	base	salary,	bonus	payments,	long-term	incentive	awards	and other	compensation,	as	applicable,	on	a	pre-tax	basis	through	Republic	Services,	Inc.	Deferred	Compensation	Plan	(the	DCP).	The	DCP	is	a	nonqualified	deferred compensation	plan	that	conforms	to	Section	409A	of	the	Internal	Revenue	Code.	Eligible	participants	can	defer	up	to	80%	of	base	salary	and	up	to	100%	of	bonus,	long term	compensation	and	directors'	fees.	Under	the	deferred	compensation	plan,	some	participants	also	are	eligible	for	matching	contributions.	The	matching	contribution under	the	DCP	is	equal	to	the	lesser	of	two	percent	of	the	participant's	compensation	over	established	401(k)	limits	or	50%	of	the	amount	the	participant	has	deferred. DCP	participants	have	no	ownership	or	security	interest	in	any	of	the	amounts	deferred	or	the	measurement	funds	under	the	DCP.	The	right	of	each	participant	in	the DCP	is	solely	that	of	a	general,	unsecured	creditor	of	Republic	with	respect	to	his	or	her	own	interest	under	the	DCP.

Republic	invested	in	corporate-owned	life	insurance	policies	to	satisfy	future	obligations	under	the	DCP.	These	corporate-owned	life	insurance	policies	are	held	in	a Rabbi	Trust	and	are	recorded	at	the	amount	that	can	be	realized	under	insurance	contracts	at	the	balance	sheet	date,	which	is	the	cash	surrender	value	adjusted	for	other charges	or	other	amounts	due	that	are	probable	at	settlement.	The	aggregate	cash	surrender	value	of	these	life	insurance	policies	was	$49.9	million	and	$34.5	million	at December	31,	2012	and	2011,	respectively,	and	is	classified	in	other	assets	in	our	consolidated	balance	sheets.	The	DCP	liability	was	$50.0	million	and	$31.4	million	at December	31,	2012	and	2011,	respectively,	and	is	classified	in	other	long-term	liabilities	in	our	consolidated	balance	sheets.

# Employee	Stock	Purchase	Plan

Employees	of	Republic	are	eligible	to	participate	in	an	employee	stock	purchase	plan.	The	plan	allows	participants	to	purchase	the	Company's	common	stock	for	95%	of its	quoted	market	price	on	the	last	day	of	each	calendar	quarter.	For	the	years	ended	December	31,	2012,	2011	and	2010,	issuances	under	this	plan	totaled	169,624	shares, 136,621	shares	and	123,523	shares,	respectively.	At	December	31,	2012,	shares	reserved	for	issuance	to	employees	under	this	plan	totaled	1.0	million	and	Republic	held employee	contributions	of	approximately	$1.0	million	for	the	purchase	of	common	stock.

# Incentive	Compensation	Plans

Our	compensation	program	includes	a	management	incentive	plan,	which	uses	certain	performance	metrics	such	as	free	cash	flow,	earnings	per	share	and	return	on invested	capital	to	measure	performance.	In	addition,	in	connection	with	the	Allied

acquisition,	our	board	of	directors	approved	a	synergy	incentive	plan	that	provides	compensation	that	depends	on	our	achieving	targeted	synergies	of	approximately $150	million	by	the	end	of	2010.	Incentive	awards	are	payable	in	cash.	We	paid	$68.1	million	during	the	first	quarter	of	2012	related	to	the	synergy	incentive	plan.

# 12. STOCKHOLDERS'	EQUITY

We	have	had	a	share	repurchase	program	since	November	2010.	From	November	2010	to	December	31,	2012,	we	used	$825.6	million	to	repurchase	29.0	million	shares at	a	weighted	average	cost	per	share	of	$28.49.

We	initiated	a	quarterly	cash	dividend	in	July	2003.	The	dividend	has	been	increased	from	time	to	time	thereafter.	In	July	2012,	the	board	of	directors	approved	an increase	in	the	quarterly	dividend	to	$0.235	per	share.	Cash	dividends	declared	were	$332.5	million,	$314.1	million	and	$298.8	million	for	the	years	ended December	31,	2012,	2011	and	2010,	respectively.	As	of	December	31,	2012,	we	recorded	a	quarterly	dividend	payable	of	$84.9	million	to	stockholders	of	record	at	the close	of	business	on	January	2,	2013.

# 13. EARNINGS	PER	SHARE

Basic	earnings	per	share	is	computed	by	dividing	net	income	by	the	weighted	average	number	of	common	shares	(including	restricted	stock	and	vested	but	unissued restricted	stock	units)	outstanding	during	the	period.	Diluted	earnings	per	share	is	based	on	the	combined	weighted	average	number	of	common	shares	and	common share	equivalents	outstanding,	which	include,	where	appropriate,	the	assumed	exercise	of	employee	stock	options,	unvested	restricted	stock	awards	and	unvested restricted	stock	units.	In	computing	diluted	earnings	per	share,	we	utilize	the	treasury	stock	method.

Earnings	per	share	for	the	years	ended	December	31,	2012,	2011	and	2010	are	calculated	as	follows	(in	thousands,	except	per	share	amounts):

|  | 2012 | 2011 | 2010 |
| :--- | :--- | :--- | :--- |
| Basic\tearnings\tper\tshare: |  |  |  |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | $571,800 | $589,200 | $506,500 |
| Weighted\taverage\tcommon\tshares\toutstanding | 366,883 | 375,961 | 382,985 |
| Basic\tearnings\tper\tshare | $1.56 | $1.57 | $1.32 |
| Diluted\tearnings\tper\tshare: |  |  |  |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | $571,800 | $589,200 | $506,500 |
| Weighted\taverage\tcommon\tshares\toutstanding | 366,883 | 375,961 | 382,985 |
| Effect\tof\tdilutive\tsecurities: |  |  |  |
| Options\tto\tpurchase\tcommon\tstock | 1,008 | 1,495 | 1,895 |
| Unvested\trestricted\tstock\tawards | 129 | 149 | 231 |
| Weighted\taverage\tcommon\tand\tcommon\tequivalent\tshares\toutstanding | 368,020 | 377,605 | 385,111 |
| Diluted\tearnings\tper\tshare | $1.55 | $1.56 | $1.32 |
| Antidilutive\tsecurities\tnot\tincluded\tin\tthe\tdiluted\tearnings\tper\tshare\tcalculations: |  |  |  |
| Options\tto\tpurchase\tcommon\tstock | 7,876 | 4,546 | 2,825 |

# 14.	SEGMENT	REPORTING

Our	operations	are	managed	through	three	regions:	East,	Central,	and	West.	These	three	regions	and	corporate	entities	are	presented	below	as	our	reportable	segments. The	historical	results,	discussion	and	presentation	of	our	reportable	segments	as	set	forth	in	our	consolidated	financial	statements	for	all	periods	presented	reflect	the impact	of	the	realignment	of	our	operating	structure	in	the	fourth	quarter	of	2012.	These	reportable	segments	provide	integrated	waste	management	services	consisting of	collection,	transfer	station,	recycling	and	disposal	of	domestic	non-hazardous	solid	waste.	Summarized	financial	information	concerning	our	reportable	segments	for the	years	ended	December	31,	2012,	2011	and	2010	is	shown	in	the	following	table:

|  | Gross<br>Revenue | Intercompany<br>Revenue | Net<br>Revenue | Depreciation,<br>Amortization,<br>Depletion	and<br>Accretion | Operating<br>Income<br>(Loss) | Capital<br>Expenditures | Total	Assets |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| 2012: |  |  |  |  |  |  |  |
| East | $2,838.7 | $(392.9) | $2,445.8 | $244.6 | $474.6 | $223.2 | $4,916.6 |
| Central | 2,969.3 | (544.5) | 2,424.8 | 285.0 | 474.5 | 296.8 | 5,668.4 |
| West | 3,819.8 | (661.8) | 3,158.0 | 332.7 | 685.9 | 357.4 | 8,226.1 |
| Corporate\tentities | 103.7 | (14.0) | 89.7 | 64.6 | (314.4) | 26.1 | 805.8 |
| Total | $9,731.5 | $(1,613.2) | $8,118.3 | $926.9 | $1,320.6 | $903.5 | $19,616.9 |
| 2011: |  |  |  |  |  |  |  |
| East | $2,930.8 | $(405.1) | $2,525.7 | $246.5 | $550.7 | $242.7 | $4,930.9 |
| Central | 2,951.4 | (521.1) | 2,430.3 | 277.1 | 529.3 | 322.2 | 5,629.8 |
| West | 3,762.7 | (623.6) | 3,139.1 | 335.8 | 735.9 | 369.7 | 8,137.3 |
| Corporate\tentities | 114.0 | (16.2) | 97.8 | 62.2 | (263.2) | 1.9 | 853.5 |
| Total | $9,758.9 | $(1,566.0) | $8,192.9 | $921.6 | $1,552.7 | $936.5 | $19,551.5 |
| 2010: |  |  |  |  |  |  |  |
| East | $2,932.0 | $(397.0) | $2,535.0 | $236.4 | $594.4 | $200.1 | $4,949.3 |
| Central | 2,881.3 | (522.3) | 2,359.0 | 279.5 | 547.3 | 284.7 | 5,488.2 |
| West | 3,757.0 | (642.7) | 3,114.3 | 332.9 | 745.8 | 314.0 | 8,105.8 |
| Corporate\tentities | 115.7 | (17.4) | 98.3 | 65.4 | (348.4) | (4.1) | 918.6 |
| Total | $9,686.0 | $(1,579.4) | $8,106.6 | $914.2 | $1,539.1 | $794.7 | $19,461.9 |

Intercompany	revenue	reflects	transactions	within	and	between	segments	that	are	generally	made	on	a	basis	intended	to	reflect	the	market	value	of	such	services.

The	following	items	are	included	in	the	above	segment	information:

•East	Region.	For	2011,	operating	income	includes	gain	on	disposition	of	business	of	$17.3	million.	In	connection	with	the	disposition	of	these	businesses,	we closed	a	landfill	site	resulting	in	an	asset	impairment	charge	of	$28.7	million.	In	2011,	we	recorded	asset	impairments	of	$12.3	million	primarily	related	to	certain long-lived	assets	that	were	held	for	sale.

•Corporate	Entities.	Corporate	functions	include	legal,	tax,	treasury,	information	technology,	risk	management,	human	resources,	closed	landfills,	and	other typical	administrative	functions.	The	operating	loss	for	the	year	ended	December	31,	2012	was	unfavorably	impacted	by	remediation	adjustments	of	$74.1	million recorded	in	connection	with	environmental	conditions	at	a	closed	disposal	facility	in	Missouri	and	adjustments	to	landfill	amortization	expense	totaling	$13.3 million	for	asset	retirement	obligations	at	other	closed	landfills.	During	2012,	we	recorded	a	charge	to	earnings	of	$35.8	million	primarily	related	to	our	partial withdrawal	from	Central	States	Pension	Fund.	In	October	2012,	we	restructured	our	field	and	corporate	operations,	and	we	incurred	$11.1	million	of	restructuring charges.

For	2010,	operating	income	includes	$33.3	million	of	incremental	costs	to	achieve	our	synergy	plan	and	$11.4	million	of	restructuring	and	integration charges	related	to	our	acquisition	of	Allied	and	an	impairment	charge	of	$14.4	million	related	to	certain	long-lived	assets	that	were	held	and	used	for	2010.

The	following	table	shows	our	total	reported	revenue	by	line	of	business	for	the	respective	years	ended	December	31.	Intercompany	revenue	has	been	eliminated.

| Residential | $2,155.7 | 26.6% | $2,135.7 | 26.1% | $2,173.9 | 26.8% |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| Commercial | 2,523.2 | 31.1 | 2,487.5 | 30.4 | 2,486.8 | 30.7 |
| Industrial | 1,544.2 | 19.0 | 1,515.4 | 18.5 | 1,482.9 | 18.3 |
| Other | 33.4 | 0.4 | 32.9 | 0.4 | 29.6 | 0.4 |
| Total\tcollection | 6,256.5 | 77.1 | 6,171.5 | 75.4 | 6,173.2 | 76.2 |
| Transfer | 964.5 |  | 994.2 |  | 1,030.3 |  |
| Less:\tIntercompany | (575.3) |  | (572.8) |  | (587.9) |  |
| Transfer,\tnet | 389.2 | 4.8 | 421.4 | 5.1 | 442.4 | 5.4 |
| Landfill | 1,863.3 |  | 1,867.6 |  | 1,865.8 |  |
| Less:\tIntercompany | (862.5) |  | (846.9) |  | (861.7) |  |
| Landfill,\tnet | 1,000.8 | 12.3 | 1,020.7 | 12.5 | 1,004.1 | 12.4 |
| Sale\tof\trecyclable\tmaterials | 349.0 | 4.3 | 438.6 | 5.4 | 337.9 | 4.2 |
| Other\tnon-core | 122.8 | 1.5 | 140.7 | 1.6 | 149.0 | 1.8 |
| Other | 471.8 | 5.8 | 579.3 | 7.0 | 486.9 | 6.0 |
| Total\trevenue | $8,118.3 | 100.0% | $8,192.9 | 100.0% | $8,106.6 | 100.0% |

Other	revenue	consists	primarily	of	sales	of	recyclable	materials	and	revenue	from	National	Accounts.	National	Accounts	revenue	included	in	other	revenue	represents the	portion	of	revenue	generated	from	nationwide	contracts	in	markets	outside	our	operating	areas,	and	where	the	associated	waste	handling	services	are	subcontracted	to local	operators.	Consequently,	substantially	all	of	this	revenue	is	offset	with	related	subcontract	costs	which	are	recorded	in	cost	of	operations.

# 15. FINANCIAL	INSTRUMENTS

We	have	entered	into	multiple	swap	agreements	designated	as	cash	flow	hedges	to	mitigate	some	of	our	exposure	related	to	changes	in	diesel	fuel	prices.	The	swaps qualified	for,	and	were	designated	as,	effective	hedges	of	changes	in	the	prices	of	forecasted	diesel	fuel	purchases	(fuel	hedges).

The	following	fuel	hedges	were	outstanding	as	of	December	31,	2012	and	2011:

| Inception	Date | Commencement	Date | Termination	Date | Notional	Amount<br>(in	Gallons	per<br>Month) | Contract	Price<br>per	Gallon |
| :--- | :--- | :--- | :--- | :--- |
| November\t5,\t2007 | January\t5,\t2009 | December\t30,\t2013 | 60,000 | $3.28 |
| March\t17,\t2008 | January\t5,\t2009 | December\t31,\t2012 | 50,000 | 3.72 |
| March\t17,\t2008 | January\t5,\t2009 | December\t31,\t2012 | 50,000 | 3.74 |
| July\t10,\t2009 | January\t1,\t2012 | December\t31,\t2012 | 100,000 | 3.20 |
| August\t8,\t2011 | July\t1,\t2012 | December\t31,\t2012 | 500,000 | 3.84 |
| August\t8,\t2011 | July\t2,\t2012 | December\t31,\t2012 | 500,000 | 3.84 |
| August\t8,\t2011 | January\t1,\t2013 | December\t31,\t2013 | 500,000 | 3.83 |
| August\t8,\t2011 | January\t1,\t2014 | December\t31,\t2014 | 500,000 | 3.82 |
| August\t8,\t2011 | January\t7,\t2013 | December\t30,\t2013 | 500,000 | 3.82 |
| August\t9,\t2011 | July\t1,\t2012 | December\t31,\t2012 | 250,000 | 3.80 |
| August\t9,\t2011 | January\t1,\t2013 | December\t31,\t2013 | 250,000 | 3.83 |
| August\t9,\t2011 | January\t1,\t2014 | December\t31,\t2014 | 250,000 | 3.82 |
| August\t9,\t2011 | January\t6,\t2014 | December\t29,\t2014 | 500,000 | 3.83 |
| September\t30,\t2011 | January\t6,\t2014 | December\t29,\t2014 | 250,000 | 3.69 |
| September\t30,\t2011 | January\t7,\t2013 | December\t30,\t2013 | 250,000 | 3.70 |
| October\t3,\t2011 | January\t5,\t2015 | December\t28,\t2015 | 250,000 | 3.68 |
| November\t2,\t2012 | January\t1,\t2013 | December\t31,\t2013 | 250,000 | 3.83 |
| November\t2,\t2012 | January\t1,\t2014 | December\t31,\t2014 | 250,000 | 3.78 |
| November\t2,\t2012 | January\t1,\t2015 | December\t31,\t2015 | 250,000 | 3.73 |
| November\t2,\t2012 | January\t1,\t2016 | December\t31,\t2016 | 250,000 | 3.70 |
| December\t7,\t2012 | July\t1,\t2013 | December\t31,\t2013 | 250,000 | 3.83 |

If	the	national	U.S.	on-highway	average	price	for	a	gallon	of	diesel	fuel	(average	price)	as	published	by	the	Department	of	Energy	exceeds	the	contract	price	per	gallon, we	receive	the	difference	between	the	average	price	and	the	contract	price	(multiplied	by	the	notional	gallons)	from	the	counter-party.	If	the	national	U.S.	on-highway average	price	for	a	gallon	of	diesel	fuel	is	less	than	the	contract	price	per	gallon,	we	pay	the	difference	to	the	counter-party.

The	fair	values	of	our	fuel	hedges	are	determined	using	standard	option	valuation	models	with	assumptions	about	commodity	prices	being	based	on	those	observed	in underlying	markets	(Level	2	in	the	fair	value	hierarchy).	The	aggregated	fair	values	of	our	outstanding	fuel	hedges	at	December	31,	2012	and	2011	were	current	assets	of $3.1	million	and	1.6	million,	respectively,	and	current	liabilities	of	$0.4	million	and	$4.7	million,	respectively,	and	have	been	recorded	in	other	current	assets	and	other accrued	liabilities	in	our	consolidated	balance	sheets,	respectively.	The	ineffective	portions	of	the	changes	in	fair	values	resulted	in	(losses)	gains	of	less	than	$0.1 million	for	the	years	ended	December	31,	2012,	2011	and	2010,	respectively,	and	have	been	recorded	in	other	income	(expense),	net	in	our	consolidated	statements	of income.

The	following	table	summarizes	the	impact	of	our	fuel	hedges	on	our	results	of	operations	and	comprehensive	income	for	the	years	ended	December	31,	2012,	2011	and 2010:

Our	revenue	from	sale	of	recycling	commodities	is	primarily	from	sales	of	old	corrugated	cardboard	(OCC)	and	old	newspaper	(ONP).	We	use	derivative	instruments such	as	swaps	and	costless	collars	designated	as	cash	flow	hedges	to	manage	our	exposure	to	changes	in	prices	of	these	commodities.	We	have	entered	into	multiple agreements	related	to	the	forecasted	OCC	and	ONP	sales.	The	agreements	qualified	for,	and	were	designated	as,	effective	hedges	of	changes	in	the	prices	of	certain forecasted	recycling	commodity	sales	(recycling	commodity	hedges).

There	were	no	outstanding	commodity	swaps	at	December	31,	2012.	The	following	table	summarizes	our	outstanding	commodity	swaps	as	of	December	31,	2011:

| Inception	Date | Commencement	Date | Termination	Date | Transaction<br>Hedged | Notional<br>Amount<br>(in	Short	Tons<br>per	Month) | Contract	Price<br>Per	Short<br>Ton |
| :--- | :--- | :--- | :--- | :--- | :--- |
| January\t27,\t2010 | February\t1,\t2010 | January\t31,\t2012 | OCC | 1,000 | \t $90.00 |
| October\t11,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 1,500 | 115.00 |

If	the	price	per	short	ton	of	the	hedging	instrument	(average	price)	as	reported	on	the	Official	Board	Market	is	less	than	the	contract	price	per	short	ton,	we	receive	the difference	between	the	average	price	and	the	contract	price	(multiplied	by	the	notional	short	tons)	from	the	counter-party.	If	the	price	of	the	commodity	exceeds	the contract	price	per	short	ton,	we	pay	the	difference	to	the	counter-party.

The	fair	values	of	our	commodity	swaps	are	determined	using	standard	option	valuation	models	with	assumptions	about	commodity	prices	being	based	on	those	observed in	underlying	markets	(Level	2	in	the	fair	value	hierarchy).

We	entered	into	costless	collar	agreements	on	forecasted	sales	of	OCC	and	ONP.	The	agreements	involve	combining	a	purchased	put	option	giving	us	the	right	to	sell OCC	and	ONP	at	an	established	floor	strike	price	with	a	written	call	option	obligating	us	to	deliver	OCC	and	ONP	at	an	established	cap	strike	price.	The	puts	and	calls have	the	same	settlement	dates,	are	net	settled	in	cash	on	such	dates	and	have	the	same	terms	to	expiration.	The	contemporaneous	combination	of	options	resulted	in	no net	premium	for	us	and	represent	costless	collars.	Under	the	agreements,	no	payments	will	be	made	or	received	by	us,	as	long	as	the	settlement	price	is	between	the	floor price	and	cap	price.	However,	if	the	settlement	price	is	above	the	cap,	we	will	be	required	to	pay	the	counterparty	an	amount	equal	to	the	excess	of	the	settlement	price over	the	cap	times	the	monthly	volumes	hedged.	Also,	if	the	settlement	price	is	below	the	floor,	the	counterparty	will	be	required	to	pay	us	the	deficit	of	the	settlement price	below	the	floor	times	the	monthly	volumes	hedged.	The	objective	of	these	agreements	is	to	reduce	the	variability	of	the	cash	flows	of	the	forecasted	sales	of	OCC and	ONP	between	two	designated	strike	prices.

The	following	costless	collar	hedges	were	outstanding	as	of	December	31,	2012	and	2011:

| Inception	Date | Commencement	Date | Termination	Date | Transaction<br>Hedged | Notional<br>Amount<br>(in	Short	Tons<br>per	Month) | Floor<br>Strike	Price<br>Per	Short<br>Ton | Cap<br>Strike	Price<br>Per	Short<br>Ton |
| :--- | :--- | :--- | :--- | :--- | :--- | :--- |
| December\t8,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | $80.00 | $180.00 |
| December\t8,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 86.00 | 210.00 |
| December\t8,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 81.00 | 190.00 |
| December\t8,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 85.00 | 195.00 |
| December\t8,\t2010 | January\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 87.00 | 195.00 |
| January\t19,\t2011 | February\t1,\t2011 | December\t31,\t2012 | OCC | 2,500 | 90.00 | 155.00 |
| January\t19,\t2011 | February\t1,\t2011 | December\t31,\t2012 | OCC | 2,500 | 90.00 | 155.00 |
| April\t15,\t2011 | July\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 90.00 | 155.00 |
| April\t15,\t2011 | July\t1,\t2011 | December\t31,\t2012 | OCC | 2,000 | 90.00 | 155.00 |
| April\t26,\t2011 | July\t1,\t2011 | December\t31,\t2012 | ONP | 1,000 | 90.00 | 165.00 |
| April\t26,\t2011 | July\t1,\t2011 | December\t31,\t2012 | ONP | 1,000 | 90.00 | 165.00 |
| August\t1,\t2011 | January\t1,\t2012 | December\t31,\t2012 | ONP | 2,000 | 85.00 | 135.00 |
| August\t1,\t2011 | January\t1,\t2012 | December\t31,\t2012 | ONP | 2,000 | 85.00 | 135.00 |
| January\t11,\t2012 | February\t1,\t2012 | December\t31,\t2012 | OCC | 1,000 | 85.00 | 135.00 |
| January\t11,\t2012 | February\t1,\t2012 | December\t31,\t2012 | OCC | 1,000 | 85.00 | 135.00 |
| January\t11,\t2012 | February\t1,\t2012 | December\t31,\t2012 | OCC | 1,000 | 80.00 | 125.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | OCC | 2,000 | 85.00 | 136.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | OCC | 2,000 | 85.00 | 165.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | OCC | 2,000 | 85.00 | 156.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | ONP | 2,000 | 80.00 | 106.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | ONP | 2,000 | 80.00 | 110.00 |
| January\t31,\t2012 | April\t1,\t2012 | March\t31,\t2013 | ONP | 2,000 | 80.00 | 110.00 |
| June\t7,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,000 | 90.00 | 138.00 |
| June\t7,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,000 | 95.00 | 140.00 |
| June\t7,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,000 | 95.00 | 148.00 |
| August\t21,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,500 | 80.00 | 128.00 |
| August\t21,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,500 | 80.00 | 128.00 |
| August\t21,\t2012 | January\t1,\t2013 | December\t31,\t2013 | OCC | 2,500 | 75.00 | 123.00 |

The	costless	collar	hedges	are	recorded	on	the	balance	sheet	at	fair	value.	The	fair	values	of	the	costless	collars	are	determined	using	standard	option	valuation	models with	assumptions	about	commodity	prices	based	upon	forward	commodity	price	curves	in	underlying	markets	(Level	2	in	the	fair	value	hierarchy).

The	aggregated	fair	values	of	the	outstanding	recycling	commodity	hedges	at	December	31,	2012	and	2011	were	current	assets	of	$1.0	million	and	$1.4	million, respectively,	and	current	liabilities	of	$1.2	million	and	$0.7	million,	respectively,	and	have	been	recorded	in	other	current	assets	and	other	accrued	liabilities	in	our consolidated	balance	sheets,	respectively.	The	ineffective	portions	of	the	changes	in	fair	values	resulted	in	(losses)	gains	of	less	than	$0.1	million	for	the	years	ended December	31,	2012,	2011,	and	2010,	respectively,	and	have	been	recorded	in	other	income	(expense),	net	in	our	consolidated	statements	of	income.

The	following	table	summarizes	the	impact	of	our	recycling	commodity	hedges	on	our	results	of	operations	and	comprehensive	income	for	the	years	ended December	31,	2012,	2011	and	2010:

In	measuring	fair	values	of	assets	and	liabilities,	we	used	quoted	prices	in	active	markets	where	available	(Level	1),	as	well	as	valuation	techniques	that	maximize	the	use of	observable	inputs	(Level	2)	and	minimize	the	use	of	unobservable	inputs	(Level	3).	Also,	we	use	market	data	or	assumptions	that	we	believe	market	participants would	use	in	pricing	an	asset	or	liability,	including	assumptions	about	risk	when	appropriate.

As	of	December	31,	2012	and	2011,	our	assets	and	liabilities	that	are	measured	at	fair	value	on	a	recurring	basis	include	the	following:

|  | Total	as	of<br>December	31,	2012 | Quoted<br>Prices	in<br>Active<br>Markets<br>(Level	1) | Fair	Value	Measurements	Using<br>Significant<br>Other<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tmutual\tfunds | $62.8 | $62.8 | $— | $— |
| Bonds | 40.1 | — | 40.1 | — |
| Fuel\thedges\t-\tother\tcurrent\tassets | 3.1 | — | 3.1 | — |
| Commodity\thedges\t-\tother\taccrued\tassets | 1.0 | — | 1.0 | — |
| Total\tassets | $107.0 | $62.8 | $44.2 | $— |
| Liabilities: |  |  |  |  |
| Fuel\thedges\t-\tother\taccrued\tliabilities | $0.4 | $— | $0.4 | $— |
| Commodity\thedges\t-\tother\taccrued\tliabilities | 1.2 | — | 1.2 | — |
| Total\tliabilities | $1.6 | $— | $1.6 | $— |

# Fair	Value	Measurements	Using

|  | Total	as	of<br>December	31,	2011 | Quoted<br>Prices	in<br>Active<br>Markets<br>(Level	1) | Fair	Value	Measurements	Using<br>Significant<br>Other<br>Observable<br>Inputs<br>(Level	2) | Significant<br>Unobservable<br>Inputs<br>(Level	3) |
| :--- | :--- | :--- | :--- | :--- |
| Assets: |  |  |  |  |
| Money\tmarket\tmutual\tfunds | $100.8 | $100.8 | $— | $— |
| Bonds | 34.6 | — | 34.6 | — |
| Fuel\thedges\t-\tother\tcurrent\tassets | 1.6 | — | 1.6 | — |
| Commodity\thedges\t-\tother\taccrued\tassets | 1.4 | — | 1.4 | — |
| Total\tassets | $138.4 | $100.8 | $37.6 | $— |
| Liabilities: |  |  |  |  |
| Fuel\thedges\t-\tother\taccrued\tliabilities | $4.7 | $— | $4.7 | $— |
| Commodity\thedges\t-\tother\taccrued\tliabilities | 0.7 | — | 0.7 | — |
| Total\tliabilities | $5.4 | $— | $5.4 | $— |

# 16. COMMITMENTS	AND

As	used	herein,	the	term	legal	proceedings	refers	to	litigation	and	similar	claims	against	us	and	our	subsidiaries,	excluding:	(1)	ordinary	course	accidents,	general commercial	liability	and	workers	compensation	claims,	which	are	covered	by	insurance	programs,	subject	to	customary	deductibles,	and	which,	together	with	self- insured	employee	health	care	costs,	are	discussed	in	Note	7,	Other	Liabilities;	(2)	environmental	remediation	liabilities,	which	are	discussed	in	Note	8,	Landfill	and Environmental	Costs;	and	(3)	tax-related	matters,	which	are	discussed	in	Note	10,	Income	Taxes.

We	accrue	for	legal	proceedings	when	losses	become	probable	and	reasonably	estimable.	We	have	recorded	an	aggregate	accrual	of	approximately	$66	million	relating to	our	outstanding	legal	proceedings	as	of	December	31,	2012,	including	those	described	herein	and	others	not	specifically	identified	herein.	As	of	the	end	of	each applicable	reporting	period,	we	review	each	of	our	legal	proceedings	and,	where	it	is	probable	that	a	liability	has	been	incurred,	we	accrue	for	all	probable	and reasonably	estimable	losses.	Where	we	are	able	to	reasonably	estimate	a	range	of	losses	we	may	incur	with	respect	to	such	a	matter,	we	record	an	accrual	for	the	amount within	the	range	that	constitutes	our	best	estimate.	If	we	are	able	to	reasonably	estimate	a	range	but	no	amount	within	the	range	appears	to	be	a	better	estimate	than	any other,	we	use	the	amount	that	is	the	low	end	of	such	range.	If	we	used	the	high	ends	of	such	ranges,	our	aggregate	potential	liability	would	have	been	approximately	$79 million	higher	than	the	amount	recorded	as	of	December	31,	2012.

# Countywide	Matters

As	is	discussed	in	Note	8,	Landfill	and	Environmental	Costs,	in	September	2009,	Republic	Services	of	Ohio	II,	LLC	(Republic-Ohio)	entered	into	Final	Findings	and Orders	with	the	Ohio	Environmental	Protection	Agency	that	require	us	to	implement	a	comprehensive	operation	and	maintenance	program	to	manage	the	remediation area	at	the	Countywide	Recycling	and	Disposal	Facility.	The	remediation	liability	for	Countywide	recorded	as	of	December	31,	2012	is	$52.4	million,	of	which	$4.4 million	is	expected	to	be	paid	during	2013.	We	believe	the	reasonably	possible	range	of	loss	for	remediation	costs	is	$50	million	to	$71	million.

In	a	suit	filed	on	October	8,	2008	in	the	Tuscarawas	County	Ohio	Court	of	Common	Pleas,	approximately	700	individuals	and	businesses	located	in	the	area	around	the Countywide	Recycling	and	Disposal	Facility	sued	Republic	Services,	Inc.	(Republic),	Republic-Ohio,	Waste	Management,	Inc.	(WMI)	and	Waste	Management	Ohio, Inc.	(WMO)	for	alleged	negligence	and	nuisance.	Republic-Ohio	has	owned	and	operated	the	landfill	since	February	1,	1999.	Plaintiffs	allege	that	due	to	the	acceptance of	a	specific	waste	stream	and	operational	issues	and	conditions,	the	landfill	has	generated	odors	and	other	unsafe

emissions	that	have	impaired	the	use	and	value	of	their	property	and	may	have	adverse	health	effects.	A	second	almost	identical	lawsuit	was	filed	by	approximately	82 plaintiffs	on	October	13,	2009	in	the	Tuscarawas	County	Ohio	Court	of	Common	Pleas	against	Republic,	Republic-Ohio,	WMI	and	WMO.	The	court	has	consolidated the	two	actions.	We	have	assumed	both	the	defense	and	the	liability	of	WMI	and	WMO	in	the	consolidated	action.	The	relief	requested	on	behalf	of	each	plaintiff	in	the consolidated	action	is:	(1)	an	award	of	compensatory	damages	according	to	proof	in	an	amount	in	excess	of	$25,000	for	each	of	the	three	counts	of	the	amended complaint;	(2)	an	award	of	punitive	damages	in	the	amount	of	two	times	compensatory	damages,	pursuant	to	applicable	statute,	or	in	such	amount	as	may	be	awarded	at trial	for	each	of	the	three	counts	of	the	amended	complaint;	(3)	costs	for	medical	screening	and	monitoring	of	each	plaintiff;	(4)	interest	on	the	damages	according	to	law; (5)	costs	and	disbursements	of	the	lawsuit;	(6)	reasonable	fees	for	attorneys	and	expert	witnesses;	and	(7)	any	further	relief	the	court	deems	just,	proper	and	equitable. Plaintiffs	filed	an	amended	consolidated	complaint	on	September	9,	2010,	which	no	longer	asserts	a	claim	for	medical	monitoring.	Plaintiffs	also	have	abandoned	any claims	for	adverse	health	effects.	As	a	result	of	various	dismissals	of	plaintiffs,	this	case	presently	consists	of	approximately	600	plaintiffs.	Discovery	is	ongoing.	In February	2011,	the	court	granted	our	motion	to	dismiss	plaintiffs'	qualified	statutory	nuisance	claims.	Republic,	WMI	and	WMO	have	been	dismissed	from	the	litigation. A	trial	for	10	of	the	plaintiffs	has	been	scheduled	for	March	2013.

# Congress	Development	Landfill	Matters

Congress	Development	Co.	(CDC)	is	a	general	partnership	that	owns	and	operates	the	Congress	Landfill.	The	general	partners	in	CDC	are	our	subsidiary,	Allied	Waste Transportation,	Inc.	(Allied	Transportation),	and	an	unaffiliated	entity,	John	Sexton	Sand	&	Gravel	Corporation	(Sexton).	Sexton	was	the	operator	of	the	landfill	through early	2007,	when	Allied	Transportation	took	over	as	the	operator.	The	general	partners	likely	will	be	jointly	and	severally	liable	for	the	costs	associated	with	the following	matters	relating	to	the	Congress	Landfill.

As	is	discussed	in	Note	8,	Landfill	and	Environmental	Costs,	in	August	2010,	CDC	agreed	with	the	State	of	Illinois	to	have	a	Final	Consent	Order	(Final	Order)	entered by	the	Circuit	Court	of	Illinois,	Cook	County.	Pursuant	to	the	Final	Order,	we	have	agreed	to	continue	to	implement	certain	remedial	activities	at	the	landfill.	The remediation	liability	for	the	landfill	recorded	as	of	December	31,	2012	is	$83.4	million,	of	which	$7.5	million	is	expected	to	be	paid	during	the	next	twelve	months.	We believe	the	reasonably	possible	range	of	loss	for	remediation	costs	is	$53	million	to	$153	million.

# Lease	Commitments

We	and	our	subsidiaries	lease	real	property,	equipment	and	software	under	various	operating	leases	with	remaining	terms	from	one	month	to	20	years.	Rent	expense during	the	years	ended	December	31,	2012,	2011	and	2010	was	$46.0	million,	$49.9	million	and	$51.6	million,	respectively.

Future	minimum	lease	obligations	under	non-cancelable	operating	leases	with	initial	terms	in	excess	of	one	year	at	December	31,	2012	are	as	follows:

| 2013 | $26.1 |
| :--- | :--- |
| 2014 | 20.8 |
| 2015 | 17.4 |
| 2016 | 15.5 |
| 2017 | 14.8 |
| Thereafter | 81.2 |

# Unconditional	Purchase	Commitments

# Royalties

We	have	entered	into	agreements	to	pay	royalties	to	prior	landowners,	lessors	or	host	communities,	based	on	waste	tonnage	disposed	at	specified	landfills.	These royalties	are	generally	payable	quarterly	and	amounts	incurred,	but	not	paid,	are	accrued	in	our	consolidated	balance	sheets.	Royalties	are	accrued	as	tonnage	is	disposed of	in	the	landfills.

# Disposal	Agreements

We	have	several	agreements	expiring	at	various	dates	through	2030	that	require	us	to	dispose	of	a	minimum	number	of	tons	at	third-party	disposal	facilities.	Under	these put-or-pay	agreements,	we	must	pay	for	agreed-upon	minimum	volumes	regardless	of	the	actual	number	of	tons	placed	at	the	facilities.

Future	minimum	payments	under	unconditional	purchase	commitments,	consisting	primarily	of	(1)	disposal	related	agreements,	which	include	fixed	or	minimum royalty	payments,	host	agreements,	and	take-or-pay	and	put-or-pay	agreements,	and	(2)	other	obligations	including	committed	capital	expenditures	and	consulting service	agreements	at	December	31,	2012	are	as	follows:

# Restricted	Cash	and	Other	Financial	Guarantees

We	must	provide	financial	assurance	to	governmental	agencies	and	a	variety	of	other	entities	under	applicable	environmental	regulations	relating	to	our	landfill operations	for	capping,	closure	and	post-closure	costs,	and	our	performance	under	certain	collection,	landfill	and	transfer	station	contracts.	We	satisfy	our	financial assurance	requirements	by	providing	surety	bonds,	letters	of	credit,	insurance	policies	or	trust	deposits.	The	amount	of	the	financial	assurance	requirements	for	capping, closure	and	post-closure	costs	is	determined	by	applicable	state	environmental	regulations,	which	vary	by	state.	The	financial	assurance	requirements	for	capping, closure	and	post-closure	costs	can	either	be	for	costs	associated	with	a	portion	of	the	landfill	or	the	entire	landfill.	Generally,	states	will	require	a	third-party	engineering specialist	to	determine	the	estimated	capping,	closure	and	post-closure	costs	that	are	used	to	determine	the	required	amount	of	financial	assurance	for	a	landfill.	The amount	of	financial	assurance	required	can,	and	generally	will,	differ	from	the	obligation	determined	and	recorded	under	U.S.	GAAP.	The	amount	of	the	financial assurance	requirements	related	to	contract	performance	varies	by	contract.	Additionally,	we	are	required	to	provide	financial	assurance	for	our	self-insurance	program and	collateral	for	certain	performance	obligations.

We	had	the	following	financial	instruments	and	collateral	in	place	to	secure	our	financial	assurances	at	December	31:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Letters\tof\tcredit | $972.0 | $987.8 |
| Surety\tbonds | 2,741.5 | 2,728.2 |

The	letters	of	credit	use	$909.4	million	and	$950.2	million	as	of	December	31,	2012	and	2011,	respectively,	of	availability	under	our	Credit	Facilities.	Surety	bonds expire	on	various	dates	through	2026.

These	financial	instruments	are	issued	in	the	normal	course	of	business	and	are	not	debt.	Because	we	currently	have	no	liability	for	this	financial	assurance,	it	is	not reflected	in	our	consolidated	balance	sheets.	However,	we	have	recorded	capping,	closure	and	post-closure	obligations	and	self-insurance	reserves	as	they	are	incurred. The	underlying	financial	assurance	obligations,	in	excess	of	those	already	reflected	in	our	consolidated	balance	sheets,	would	be	recorded	if	it	is	probable	that	we	would be	unable	to	fulfill	our	related	obligations.	We	do	not	expect	this	to	occur.

Our	restricted	cash	and	marketable	securities	deposits	include,	among	other	things,	restricted	cash	and	marketable	securities	held	for	capital	expenditures	under	certain debt	facilities,	and	restricted	cash	and	marketable	securities	pledged	to	regulatory	agencies	and	governmental	entities	as	financial	guarantees	of	our	performance	related to	our	final	capping,	closure	and	post-closure	obligations	at	our	landfills.	The	following	table	summarizes	our	restricted	cash	and	marketable	securities	as	of December	31:

|  | 2012 | 2011 |
| :--- | :--- | :--- |
| Financing\tproceeds | $24.7 | $22.5 |
| Capping,\tclosure\tand\tpost-closure\tobligations | 54.8 | 54.9 |
| Self-insurance | 81.3 | 75.2 |
| Other | 3.4 | 37.0 |
| Total\trestricted\tcash\tand\tmarketable\tsecurities | $164.2 | $189.6 |

We	own	a	19.9%	interest	in	a	company	that,	among	other	activities,	issues	financial	surety	bonds	to	secure	capping,	closure	and	post-closure	obligations	for	companies operating	in	the	solid	waste	industry.	We	account	for	this	investment	under	the	cost	method	of	accounting.	There	have	been	no	identified	events	or	changes	in circumstances	that	may	have	a	significant	adverse	effect	on	the	recoverability	of	the	investment.	This	investee	company	and	the	parent	company	of	the	investee	had written	surety	bonds	for	us	relating	primarily	to	our	landfill	operations	for	capping,	closure	and	post-closure,	of	which	$1,152.1	million	was	outstanding	as	of December	31,	2012.	Our	reimbursement	obligations	under	these	bonds	are	secured	by	an	indemnity	agreement	with	the	investee	and	letters	of	credit	totaling	$23.4 million	and	$45.0	million	as	of	December	31,	2012	and	2011.

We	have	no	off-balance	sheet	debt	or	similar	obligations,	other	than	operating	leases	and	the	financial	assurances	discussed	above,	which	are	not	classified	as	debt.	We have	no	transactions	or	obligations	with	related	parties	that	are	not	disclosed,	consolidated	into	or	reflected	in	our	reported	financial	position	or	results	of	operations.	We have	not	guaranteed	any	third-party	debt.

We	enter	into	contracts	in	the	normal	course	of	business	that	include	indemnification	clauses.	Indemnifications	relating	to	known	liabilities	are	recorded	in	the consolidated	financial	statements	based	on	our	best	estimate	of	required	future	payments.	Certain	of	these	indemnifications	relate	to	contingent	events	or	occurrences, such	as	the	imposition	of	additional	taxes	due	to	a	change	in	the	tax	law	or	adverse	interpretation	of	the	tax	law,	and	indemnifications	made	in	divestiture	agreements where	we	indemnify	the	buyer	for	liabilities	that	relate	to	our	activities	prior	to	the	divestiture	and	that	may	become	known	in	the	future.	We	do	not	believe	that	these contingent	obligations	will	have	a	material	effect	on	our	consolidated	financial	position,	results	of	operations	or	cash	flows.

We	have	entered	into	agreements	with	property	owners	to	guarantee	the	value	of	property	that	is	adjacent	to	certain	of	our	landfills.	These	agreements	have	varying terms.	We	do	not	believe	that	these	contingent	obligations	will	have	a	material	effect	on	our	consolidated	financial	position,	results	of	operations	or	cash	flows.

# Other	Matters

Our	business	activities	are	conducted	in	the	context	of	a	developing	and	changing	statutory	and	regulatory	framework.	Governmental	regulation	of	the	waste management	industry	requires	us	to	obtain	and	retain	numerous	governmental	permits	to	conduct	various	aspects	of	our	operations.	These	permits	are	subject	to revocation,	modification	or	denial.	The	costs	and	other	capital	expenditures	that	may	be	required	to	obtain	or	retain	the	applicable	permits	or	comply	with	applicable regulations	could	be	significant.	Any	revocation,	modification	or	denial	of	permits	could	have	a	material	adverse	effect	on	us.

# 17.	SELECTED	QUARTERLY	FINANCIAL	DATA	(unaudited)

The	following	tables	summarize	our	unaudited	consolidated	quarterly	results	of	operations	as	reported	for	2012	and	2011:

|  | First<br>Quarter | Second<br>Quarter | Third<br>Quarter | Fourth<br>Quarter |
| :--- | :--- | :--- | :--- | :--- |
| 2012: |  |  |  |  |
| Revenue | $1,982.4 | $2,060.6 | $2,046.9 | $2,028.3 |
| Operating\tincome | 326.9 | 387.0 | 317.9 | 288.8 |
| Net\tincome | 142.8 | 149.5 | 152.8 | 127.0 |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | 142.9 | 149.2 | 152.7 | 127.0 |
| Diluted\tearnings\tper\tcommon\tshare | 0.38 | 0.40 | 0.42 | 0.35 |
| 2011: |  |  |  |  |
| Revenue | $1,964.9 | $2,086.6 | $2,116.2 | $2,025.2 |
| Operating\tincome | 376.2 | 401.2 | 408.5 | 366.7 |
| Net\tincome | 158.1 | 46.2 | 193.6 | 191.0 |
| Net\tincome\tattributable\tto\tRepublic\tServices,\tInc. | 158.2 | 46.5 | 193.5 | 191.0 |
| Diluted\tearnings\tper\tcommon\tshare | 0.41 | 0.12 | 0.52 | 0.51 |

# ITEM	9. CHANGES	IN	AND	DISAGREEMENTS	WITH	ACCOUNTANTS	ON	ACCOUNTING	AND	FINANCIAL

# DISCLOSURE

# ITEM	9A. CONTROLS	AND

# PROCEDURES

# REPORT	OF	MANAGEMENT	ON	REPUBLIC	SERVICES,	INC.'S	INTERNAL	CONTROL	OVER	FINANCIAL	REPORTING

We,	as	members	of	management	of	Republic	Services,	Inc.,	are	responsible	for	establishing	and	maintaining	adequate	internal	control	over	financial	reporting,	as	such term	is	defined	in	Exchange	Act	Rule	13a-15(f).	Internal	control	over	financial	reporting	is	a	process	designed	to	provide	reasonable	assurance	regarding	the	reliability of	financial	reporting	and	the	preparation	of	financial	statements	for	external	purposes	in	accordance	with	generally	accepted	accounting	principles.	Internal	control	over financial	reporting	includes	those	policies	and	procedures	that	(1)	pertain	to	the	maintenance	of	records	that,	in	reasonable	detail,	accurately	and	fairly	reflect transactions	and	dispositions	of	our	assets;	(2)	provide	reasonable	assurance	that	transactions	are	recorded	as	necessary	to	permit	preparation	of	financial	statements	in accordance	with	generally	accepted	accounting	principles,	and	that	our	receipts	and	expenditures	are	being	made	only	in	accordance	with	authorizations	of	our management	and	directors;	and	(3)	provide	reasonable	assurance	regarding	prevention	or	timely	detection	of	unauthorized	acquisition,	use,	or	disposition	of	our	assets that	could	have	a	material	effect	on	the	financial	statements.

Because	of	its	inherent	limitations,	our	internal	control	systems	and	procedures	may	not	prevent	or	detect	misstatements.	An	internal	control	system,	no	matter	how	well conceived	and	operated,	can	provide	only	reasonable,	not	absolute,	assurance	that	the	objectives	of	the	control	system	are	met.	Because	of	the	inherent	limitations	in	all control	systems,	no	evaluation	of	controls	can	provide	absolute	assurance	that	all	control	issues	and	instances	of	fraud,	if	any,	have	been	detected.	Also,	projections	of any	evaluation	of	effectiveness	to	future	periods	are	subject	to	the	risks	that	controls	may	become	inadequate	because	of	changes	in	conditions,	or	that	the	degree	of compliance	with	the	policies	and	procedures	may	deteriorate.

We,	under	the	supervision	of	and	with	the	participation	of	our	management,	including	the	Chief	Executive	Officer,	Chief	Financial	Officer	and	Chief	Accounting Officer,	assessed	the	effectiveness	of	our	internal	control	over	financial	reporting	as	of	December	31,	2012,	based	on	criteria	for	effective	internal	control	over	financial reporting	described	in	"Internal	Control	—	Integrated	Framework"	issued	by	the	Committee	of	Sponsoring	Organizations	of	the	Treadway	Commission.	Based	on	this assessment,	we	concluded	that	we	maintained	effective	internal	control	over	financial	reporting	as	of	December	31,	2012,	based	on	the	specified	criteria.

Our	internal	control	over	financial	reporting	has	been	audited	by	Ernst	&	Young	LLP,	an	independent	registered	public	accounting	firm,	as	stated	in	their	attestation report	which	is	included	herein.

# Disclosure	Controls	and	Procedures

We	carried	out	an	evaluation,	under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	of the	effectiveness	of	our	disclosure	controls	and	procedures	(as	defined	in	Exchange	Act	Rules	13a-15(e),	and	15d-15(e))	as	of	the	end	of	the	period	covered	by	this Annual	Report.	Based	upon	that	evaluation,	our	Chief	Executive	Officer	and	Chief	Financial	Officer	concluded	that	our	disclosure	controls	and	procedures	were effective	as	of	the	end	of	the	period	covered	by	this	Annual	Report.

# Changes	in	Internal	Control	Over	Financial	Reporting

Based	on	an	evaluation,	under	the	supervision	and	with	the	participation	of	our	management,	including	our	Chief	Executive	Officer	and	Chief	Financial	Officer,	there has	been	no	change	in	our	internal	control	over	financial	reporting	during	our	last	fiscal	quarter	identified	in	connection	with	that	evaluation,	that	has	materially	affected, or	is	reasonably	likely	to	materially	affect,	our	internal	control	over	financial	reporting.

# ITEM	9B. OTHER	INFORMATION

# PART	III

# ITEM	10. DIRECTORS,	EXECUTIVE	OFFICERS	AND	CORPORATE	GOVERNANCE

Information	required	by	this	item	is	incorporated	by	reference	to	the	material	appearing	under	the	headings	"Election	of	Directors,"	"Biographical	Information	Regarding Directors/Nominees	and	Executive	Officers,"	"Board	of	Directors	and

Corporate	Governance	Matters,"	"Section	16(a)	Beneficial	Ownership	Reporting	Compliance"	and	"Executive	Officers"	in	the	Proxy	Statement	for	the	2013	Annual Meeting	of	Stockholders.

# ITEM	11. EXECUTIVE	COMPENSATION

Information	required	by	this	item	is	incorporated	by	reference	to	the	material	appearing	under	the	headings	"Executive	Compensation"	and	"Director	Compensation"	in the	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders.

# ITEM	12. SECURITY	OWNERSHIP	OF	CERTAIN	BENEFICIAL	OWNERS	AND	MANAGEMENT	AND	RELATED	STOCKHOLDER MATTERS

Information	required	by	this	item	is	incorporated	by	reference	to	the	material	appearing	under	the	headings	"Security	Ownership	of	Five	Percent	Stockholders"	and "Security	Ownership	of	the	Board	of	Directors	and	Management"	in	the	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders.

The	following	table	sets	forth	certain	information	regarding	equity	compensation	plans	as	of	December	31,	2012	(number	of	securities	in	millions):

| Plan	Category | Number	of<br>Securities<br>to	be<br>Issued	Upon<br>Exercise	of<br>Outstanding<br>Options<br>and	Rights	(b) | Weighted<br>Average<br>Exercised	Price	of<br>Outstanding<br>Options<br>and	Rights	(c) | Number	of<br>Securities<br>Remaining<br>Available<br>for	Future	Issuance<br>Under	Equity<br>Compensation<br>Plans	(excluding<br>securities<br>reflected	in<br>the	first	column)	(d) |
| :--- | :--- | :--- | :--- |
| Equity\tcompensation\tplans\tapproved\tby\tsecurity\tholders\t(a) | 13.7 | $27.51 | 36.3 |
| Equity\tcompensation\tplans\tnot\tapproved\tby\tsecurity\tholders | — | — | — |
| Total | 13.7 | $27.51 | 36.3 |

(a) Includes	our	Amended	and	Restated	1998	Stock	Incentive	Plan,	2006	Incentive	Stock	Plan	and	Amended	and	Restated	2007	Stock	Incentive	Plan	(the	Plans). Also	includes	our	2009	Employee	Stock	Purchase	Plan	(ESPP).

(b) Includes	13,536,913	stock	options,	905,279	shares	of	restricted	stock	and	shares	underlying	restricted	stock	units,	and	37,186	shares	underlying	purchase	rights that	accrue	under	the	ESPP.

(c) Excludes	restricted	stock	and	restricted	stock	units	as	these	awards	do	not	have	exercise prices.

(d) The	shares	remaining	available	for	future	issuances	include	35,289,179	shares	under	our	Plans	and	1,011,431	shares	under	our ESPP.

# ITEM	13. CERTAIN	RELATIONSHIPS	AND	RELATED	TRANSACTIONS,	AND	DIRECTOR	INDEPENDENCE

Information	required	by	this	item	is	incorporated	by	reference	to	the	material	appearing	under	the	heading	"Board	of	Directors	and	Corporate	Governance	Matters"	in the	Proxy	Statement	for	the	2013	Annual	Meeting	of	Stockholders.

# ITEM	14. PRINCIPAL	ACCOUNTING	FEES	AND

# SERVICES

Information	required	by	this	item	is	incorporated	by	reference	to	the	material	appearing	under	the	heading	"Audit	and	Related	Fees"	in	the	Proxy	Statement	for	the	2013 Annual	Meeting	of	Stockholders.

# PART	IV

# ITEM	15. EXHIBITS,	FINANCIAL	STATEMENT	SCHEDULES

(a)	The	following	documents	are	filed	as	part	of	this	report:

# 1.	Financial	Statements

Our	consolidated	financial	statements	are	set	forth	under	Item	8	of	this	Form	10-K.

# 2.	Financial	Statement	Schedules

All	schedules	are	omitted	as	the	required	information	is	not	applicable	or	the	information	is	presented	in	the	consolidated	financial	statements	and	notes	thereto	in Item	8.

# 3.	Exhibits

The	following	exhibits	are	filed	herewith	or	are	incorporated	by	reference	to	exhibits	previously	filed	with	the	Commission,	as	indicated	in	the	description	of	each,	File No.	1-14267	in	the	case	of	Republic	and	File	No.	1-14705	and	No.	0-19285	in	the	case	of	Allied.

10.16+ Form	of	Employee	Restricted	Stock	Unit	Agreement	under	the	Republic	Services,	Inc.	Amended	and	Restated	2007	Stock	Incentive	Plan	(for awards	on	or	after	December	27,	2011)	(incorporated	by	reference	to	Exhibit	10.1	of	the	Company's	Current	Report	on	Form	8-K	dated December	27,	2011).

10.24+ Executive	Employment	Agreement,	dated	as	of	March	2,	2007,	by	and	between	Donald	W.	Slager	and	Allied	Waste	Industries,	Inc. (incorporated	by	reference	to	Exhibit	10.3	of	Allied's	Quarterly	Report	on	Form	10-Q	for	the	period	ended	June	30,	2008).

10.35+ Third	Amendment	to	the	Allied	Waste	Industries,	Inc.	1991	Incentive	Stock	Plan,	effective	February	5,	2004	(incorporated	by	reference	to Exhibit	10.6	of	Allied's	Quarterly	Report	on	Form	10-Q	for	the	period	ended	March	31,	2004).

10.61*	+ 	 Amended	and	Restated	Employment	Agreement,	effective	December	8,	2008,	by	and	between	Jeffrey	A.	Hughes	and	Republic	Services,	Inc.

21.1* Subsidiaries	of	the	Company.

101.PRE** 	 XBRL	Taxonomy	Extension	Presentation	Linkbase	Document

# 101.DEF** 	 XBRL	Taxonomy	Extension	Definition	Linkbase	Document

This	exhibit	is	being	furnished	rather	than	filed,	and	shall	not	be	deemed	incorporated	by	reference	into	any	filing,	in

+ Indicates	a	management	or	compensatory	plan	or	arrangement.

# Signatures

Pursuant	to	the	requirements	of	Sections	13	or	15(d)	of	the	Securities	Exchange	Act	of	1934,	the	Registrant,	has	duly	caused	this	report	to	be	signed	on	its	behalf	by	the undersigned,	thereunto	duly	authorized.

Donald	W.	Slager

President	and

Chief	Executive	Officer

(Principal	Executive	Officer)

Pursuant	to	the	requirements	of	the	Securities	Exchange	Act	of	1934,	this	report	has	been	signed	below	by	the	following	persons	on	behalf	of	the	Registrant	and	in	the capacities	and	on	the	dates	indicated.



Question: what was the change in the allowance for doubtful accounts in 2012
Calculation:   allowance_2012 = 45.3
 decrease = allowance_2012 - 48.1
 answer = decrease
Answer: -2.8