DEBT | DEBT The carrying value of our credit facilities, finance leases and long-term debt as of March 31, 2022 and December 31, 2021 is listed in the following table, and is adjusted for the fair value of interest rate swaps, unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting. Original issue discounts, deferred issuance costs, and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method. March 31, 2022 December 31, 2021 Maturity Interest Rate Principal Adjustments Carrying Value Principal Adjustments Carrying Value Credit facilities: Uncommitted Credit Facility Variable $ 80.4 $ — $ 80.4 $ — $ — $ — $3.0 billion - August 2026 Variable — — — 24.3 — 24.3 Senior notes: May 2023 4.750 300.0 (2.8) 297.2 300.0 (0.1) 299.9 August 2024 2.500 900.0 (4.4) 895.6 900.0 (4.8) 895.2 March 2025 3.200 500.0 (2.1) 497.9 500.0 (2.2) 497.8 November 2025 0.875 350.0 (2.4) 347.6 350.0 (2.6) 347.4 July 2026 2.900 500.0 (2.6) 497.4 500.0 (2.8) 497.2 November 2027 3.375 650.0 (3.7) 646.3 650.0 (3.8) 646.2 May 2028 3.950 800.0 (12.0) 788.0 800.0 (12.4) 787.6 March 2030 2.300 600.0 (5.7) 594.3 600.0 (5.9) 594.1 February 2031 1.450 650.0 (7.7) 642.3 650.0 (7.9) 642.1 February 2032 1.750 750.0 (6.5) 743.5 750.0 (6.6) 743.4 March 2033 2.375 700.0 (7.6) 692.4 700.0 (7.6) 692.4 March 2035 6.086 181.9 (12.7) 169.2 181.9 (12.8) 169.1 March 2040 6.200 399.9 (3.5) 396.4 399.9 (3.6) 396.3 May 2041 5.700 385.7 (5.0) 380.7 385.7 (5.0) 380.7 March 2050 3.050 400.0 (7.1) 392.9 400.0 (7.1) 392.9 Debentures: September 2035 7.400 148.1 (30.8) 117.3 148.0 (31.1) 116.9 Tax-exempt: 2023 - 2051 0.170 - 1.120 1,189.1 (7.4) 1,181.7 1,189.1 (7.6) 1,181.5 Finance leases: 2022 - 2063 0.806 - 9.750 256.6 — 256.6 249.4 — 249.4 Total Debt $ 9,741.7 $ (124.0) 9,617.7 $ 9,678.3 $ (123.9) 9,554.4 Less: current portion (8.8) (8.2) Long-term portion $ 9,608.9 $ 9,546.2 Credit Facilities The Credit Facility In August 2021, we entered into a $3.0 billion unsecured revolving credit facility (the Credit Facility). Borrowings under the Credit Facility mature in August 2026. As permitted by the Credit Facility, we have the right to request two one At our option, borrowings under the Credit Facility bear interest at a Base Rate, a daily floating London Interbank Offered Rate (LIBOR), or a Eurodollar Rate, plus a current applicable margin of 0.910% based on our Debt Ratings (all as defined in the Credit Facility agreement). On the earliest of (i) the date that all available tenors of U.S. dollar LIBOR have permanently or indefinitely ceased to be provided or have been announced to be no longer representative, (ii) June 30, 2023 or (iii) the effective date of an election to opt into a secured overnight financing rate (SOFR), the LIBOR rate will be replaced by a forward-looking term rate based on SOFR or a daily rate based on SOFR published on such date. The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. Availability under our Credit Facility totaled $2,661.1 million and $2,633.8 million as of March 31, 2022 and December 31, 2021, respectively. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had no borrowings and $24.3 million outstanding under our Credit Facility as of March 31, 2022 and December 31, 2021, respectively. We had $338.9 million and $341.9 million of letters of credit outstanding under our Credit Facility as of March 31, 2022 and December 31, 2021, respectively. Uncommitted Credit Facility In January 2022, we entered into a $200.0 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility), which replaced the prior $135.0 million uncommitted credit facility (the Replaced Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit, and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. As of March 31, 2022 and December 31, 2021, we had $80.4 million and no borrowings outstanding under our Uncommitted Credit Facility and Replaced Uncommitted Credit Facility, respectively. Term Loan Credit Agreement On April 29, 2022, we entered into a $1.0 billion unsecured Term Loan Credit Agreement (Term Loan Facility). The Term Loan Facility will mature on April 29, 2025 and bears interest at a base rate or a forward-looking secured overnight financing rate, plus an applicable margin based on our debt ratings. On May 2, 2022, we completed the acquisition of US Ecology using proceeds from the Term Loan Facility and borrowings on the Credit Facility. Senior Notes and Debentures In November 2021, we issued $700.0 million of 2.375% senior notes due 2033 (the 2.375% Notes). We used the net proceeds for general corporate purposes, including repayment of amounts outstanding under our unsecured and uncommitted credit facilities. Prior to such use, Republic may have temporarily invested the net proceeds in marketable securities and short-term investments. During the second quarter of 2021, we paid the entire $35.3 million principal balance of our 9.250% debentures which matured in May 2021. Our senior notes and debentures are general unsecured obligations. Interest is payable semi-annually. 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. From time to time, we also have entered into interest rate swap and lock agreements to manage risk associated with interest rates, either to effectively convert specific fixed rate debt to a floating rate (fair value hedges), or to lock interest rates in anticipation of future debt issuances (cash flow hedges). Fair Value Hedges During the second half of 2013, we entered into various interest rate swap agreements relative to our 4.750% fixed rate senior notes due in May 2023 (4.750% Notes). The goal was to reduce overall borrowing costs and rebalance our debt portfolio's ratio of fixed-to-floating interest rates. As of March 31, 2022, these swap agreements had a total notional value of $300.0 million and mature in May 2023. We pay interest at floating rates based on changes in LIBOR and receive interest at a fixed rate of 4.750%. In 2013, these transactions were designated as fair value hedges because the swaps hedge against the changes in fair value of the 4.750% notes resulting from changes in interest rates. Contemporaneously with the $250.0 million partial redemption of the 4.750% Notes in November 2020, we dedesignated the proportional share of these swap agreements as fair value hedges. There was no ineffectiveness recognized in the dedesignation of these fair value hedges. Following the dedesignation, the fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of March 31, 2022 and December 31, 2021, these free-standing derivatives were reflected at their fair value of $1.2 million and $3.9 million, respectively, and are included in other assets in our consolidated balance sheets. For the three months ended March 31, 2022 and 2021, we recognized losses of $2.7 million and $1.1 million, respectively, directly in earnings as an adjustment to non-cash interest expense attributable to the change in fair value of the free-standing derivatives. As of March 31, 2022 and December 31, 2021, the interest rate swap agreements that were designated as fair value hedges are reflected at their fair value of $1.4 million and $4.7 million, respectively, and are included in other assets in our consolidated balance sheets. To the extent they are effective, the remaining hedged portion of these interest rate swap agreements is included as an adjustment to long-term debt in our consolidated balance sheets. We recognized net interest income of $1.9 million and $2.0 million during the three months ended March 31, 2022 and 2021, respectively, related to net swap settlements for these interest rate swap agreements, which is included as an offset to interest expense in our consolidated statements of income. For the three months ended March 31, 2022 and 2021, we recognized gains of $2.7 million and $1.5 million, respectively, related to the impact of changes in the benchmark interest rate on the fair value of the hedged senior notes and offsetting losses of $3.3 million and $1.4 million, respectively, on the related interest rate swaps attributable to changes in the benchmark interest rate. The difference of these fair value changes for the three months ended March 31, 2022 and 2021 was recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income. For further detail regarding the effect of our fair value hedging on interest expense, refer to Note 11, Financial Instruments , of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Cash Flow Hedges We have historically entered into multiple swap agreements designated as cash flow hedges to manage exposure to fluctuations in interest rates in anticipation of planned future issuances of senior notes. Upon the expected issuance of senior notes, we terminate the interest rate locks and settle with our counterparties. These transactions were accounted for as cash flow hedges. All of our cash flow hedges settled on or before December 31, 2020. The fair value of our interest rate locks is determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of March 31, 2022 and December 31, 2021, our previously terminated interest rate locks were recorded as components of accumulated other comprehensive loss of $24.7 million and $25.8 million, respectively, net of tax. The effective portion of the interest rate locks is amortized as an adjustment to interest expense over the life of the issued debt using the effective interest method. Over the next 12 months, we expect to amortize approximately $4.3 million, net of tax, from accumulated other comprehensive loss to interest expense as a yield adjustment of our senior notes. For further detail regarding the effect of our cash flow hedging on interest expense, refer to Note 11, Financial Instruments , of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. Derivative Contracts Contemporaneously with the issuance of our 2.300% Notes in February 2020, we amended interest rate lock agreements with an aggregate notional value of $550.0 million, extending the mandatory maturity date from 2020 to 2030, and dedesignated them as cash flow hedges (the 2020 Extended Interest Rate Locks). Contemporaneously with the issuance of our 2.500% Notes in August 2019, we amended interest rate lock agreements with an aggregate notional value of $375.0 million, extending the mandatory maturity date from 2019 to 2024, and dedesignated them as cash flow hedges (2019 Extended Interest Rate Locks and collectively with the 2020 Extended Interest Rate Locks referred to as the Extended Interest Rate Locks). There was no ineffectiveness recognized in the termination of these cash flow hedges. In addition, we entered into offsetting interest rate swaps to offset future exposures to fair value fluctuations of the Extended Interest Rate Locks (the 2019 Offsetting Interest Rate Swap and the 2020 Offsetting Interest Rate Swap, or collectively the Offsetting Interest Rate Swaps). The fair value of these free-standing derivatives was determined using standard valuation models with assumptions about interest rates being based on those observed in underlying markets (Level 2 in the fair value hierarchy). As of March 31, 2022 and December 31, 2021, the fair values of the 2019 Extended Interest Rate Locks were liabilities of $3.2 million and $20.9 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets. As of March 31, 2022, the fair value of the 2020 Extended Interest Rate Locks were assets of $12.9 million, which were included in other assets in our consolidated balance sheet, and as of December 31, 2021, the fair value of the 2020 Extended Interest Rate Locks were liabilities of $29.0 million, which were included in other long-term liabilities in our consolidated balance sheet. As of March 31, 2022, the fair value of the 2019 Offsetting Interest Rate Swap was a liability of $6.9 million, which was included in other long-term liabilities in our consolidated balance sheet, and as of December 31, 2021, the fair value of the 2019 Offsetting Interest Rate Swap was an asset of $11.1 million, which was included in other assets in our consolidated balance sheet. As of March 31, 2022 and December 31, 2021, the fair value of the 2020 Offsetting Interest Rate Swap was a liability of $37.2 million and $0.8 million, respectively, which were included in other long-term liabilities in our consolidated balance sheets. For the three months ended March 31, 2022 and 2021, we recognized gains of $53.1 million and $47.1 million, respectively, on the change in fair value of the Extended Interest Rate Locks with offsetting losses of $51.8 million and $46.7 million, respectively, on the change in fair value of the Offsetting Interest Rate Swaps. The changes in fair value were recorded directly in earnings as an adjustment to interest expense in our consolidated statements of income. Tax-Exempt Financings As of March 31, 2022 and December 31, 2021 we had $1,181.7 million and $1,181.5 million of certain variable rate tax-exempt financings outstanding respectively, with maturities ranging from 2023 to 2051. During 2021, we issued $205.0 million of tax exempt financings. In the fourth quarter of 2021, the Pennsylvania Economic Development Financing Authority issued, for our benefit, $30.0 million of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, will be used to fund qualifying landfill-related expenditures in the Commonwealth of Pennsylvania, of which $23.4 million and $17.2 million was incurred and reimbursed to us as of March 31, 2022 and December 31, 2021, respectively . As of March 31, 2022 and December 31, 2021 , we had $117.2 million and $139.0 million, respectively, of restricted cash and marketable securities, of which $6.2 million and $12.4 million, respectively, represented proceeds from the issuance of the tax-exempt bonds. All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully. Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of March 31, 2022 and December 31, 2021. Finance Leases |