In February 2007, our Board of Directors approved the 2007 Stock Incentive Plan (the 2007 Plan), and in May 2007 our shareholders ratified the 2007 Plan. In March 2011, our Board of Directors approved the Amended and Restated 2007 Stock Incentive Plan (the Amended and Restated 2007 SIP), and in May 2011 our shareholders ratified the Amended and Restated 2007 SIP. In March 2013, our Board of Directors approved the Republic Services, Inc. Amended and Restated 2007 Stock Incentive Plan (the Republic Amended and Restated 2007 SIP), and in May 2013 our shareholders ratified the Republic Amended and Restated 2007 SIP (the 2007 Plan, the Amended and Restated 2007 SIP, and the Republic Amended and Restated 2007 SIP are collectively referred to in this Form 10-K as the Amended and Restated 2007 Stock Incentive Plan). We currently have 12.8 million shares of common stock reserved for future grants under the Amended and Restated 2007 Stock Incentive

In December 2008, our 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 shareholders approved the 2006 Plan in May 2006. The 2006 Plan was amended and restated in December 2008 to reflect Republic as the new sponsor of the 2006 Plan, to reflect that any references to shares of common stock are to shares of common stock of Republic, and to adjust outstanding awards and the number of shares available under the 2006 Plan to reflect the Allied acquisition. The 2006 Plan, as amended and restated, provided 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 non-forfeitable upon the closing of the Allied acquisition. No further awards will be made under the 2006 Plan.

In October 2020, our Board of Directors amended and restated the Republic Services, Inc. Executive Incentive Plan (the 2021 Plan) to remove references to the performance-based compensation exception that was previously permitted but is no longer applicable under Section 162(m) of the Code. The purposes of the Plan are to promote the success of the Company; to provide designated Executive Officers with an opportunity to receive incentive compensation dependent upon that success; and to attract, retain and motivate such individuals.


	Number of RSUs (in thousands)	Weighted-Average Grant Date Fair Value per Share		Weighted-Average Remaining Contractual Term (years)	Aggregate Intrinsic Value (in millions)
Unissued as of December 31, 2017	1,775.9	$	45.48
Granted	467.4	$	64.32
Vested and issued	(565.0)	$	41.50
Forfeited	(85.7)	$	54.84
Unissued as of December 31, 2018	1,592.6	$	51.88
Granted	392.8	$	75.11
Vested and issued	(409.8)	$	50.40
Forfeited	(76.1)	$	65.37
Unissued as of December 31, 2019	1,499.5	$	57.63
Granted	314.9	$	95.75
Vested and issued	(538.2)	$	50.63
Forfeited	(64.1)	$	79.77
Unissued as of December 31, 2020	1,212.1	$	69.47	0.8	$	116.7
Vested and unissued as of December 31, 2020	372.8	$	51.84

During the years ended December 31, 2020, 2019 and 2018, we awarded 258,661, 328,142 and 395,495 RSUs, respectively, to executives and employees that vest in four equal annual installments beginning on the anniversary date of the original grant or cliff vest after four years.

During December 31, 2020, 2019 and 2018, compensation expense related to RSUs totaled $26.2 million, $24.8 million and $24.4 million, respectively. As of December 31, 2020, total unrecognized compensation expense related to outstanding RSUs was $36.3 million, which will be recognized over a weighted average period of 2.4 years.


	Number of PSUs (in thousands)	Weighted Average Grant Date Fair Value per Share
Unissued as of December 31, 2017	798.7	$	50.52
Granted	374.9	$	62.26
Vested and issued	(150.7)	$	39.05
Forfeited	(23.2)	$	59.76
Unissued as of December 31, 2018	999.7	$	55.77
Granted	356.1	$	71.22
Vested and issued	(407.3)	$	47.11
Forfeited	(29.3)	$	67.77
Unissued as of December 31, 2019	919.2	$	65.92
Granted	247.0	$	98.01
Vested and issued	(285.0)	$	61.22
Forfeited	(27.6)	$	88.29
Unissued as of December 31, 2020	853.6	$	76.14

During the years ended December 31, 2020, 2019 and 2018, we awarded 127,278, 166,179 and 168,627 performance shares (PSUs) to our executive officers, respectively. These awards are performance-based as the number of shares ultimately earned depends on performance against pre-determined targets for return on invested capital (ROIC), cash flow value creation (CFVC), and total shareholder return relative to the S&P 500 index (RTSR). The PSUs are payable 50% in shares of common stock and 50% in cash after the end of a three-year performance period, when our financial performance for the entire performance period is reported, typically in February of the succeeding year. At the end of the performance period, the number of PSUs awarded can range from 0% to 150% of the targeted amount, depending on the performance against the pre-determined targets.

During the years ended December 31, 2020, 2019 and 2018, we awarded 102,994, 172,341, and 187,036 PSUs to our employees other than our executive officers, respectively. The PSUs are payable 100% in shares of common stock after the end of a three-year performance period, when our financial performance for the entire performance period is reported, typically in February of the succeeding year. At the end of the performance period, the number of PSUs awarded can range from 0% to 150% of the targeted amount, depending on the performance against the pre-determined targets.

For the stock-settled portion of the award that vests based on future ROIC and CFVC performance, compensation expense is measured using the fair value of our common stock at the grant date. For the cash-settled portion of the award that vests based on future ROIC and CFVC performance, compensation expense is recorded based on the fair value of our common stock at the end of each reporting period. Compensation expense is recognized ratably over the performance period based on our estimated achievement of the established performance criteria. Compensation expense is only recognized for the portion of the award that we expect to vest, which we estimate based on an assessment of the probability that the performance criteria will be achieved.

For the stock-settled portion of the award that vests based on RTSR, the grant date fair value is based on a Monte Carlo valuation and compensation expense is recognized on a straight-line basis over the vesting period. For the cash-settled portion of the award that vests based on RTSR, compensation expense also incorporates the fair value of our PSUs at the end of each reporting period. Compensation expense is recognized for the RTSR portion of the award whether or not the market conditions are achieved.

During December 31, 2020, 2019 and 2018, compensation expense related to PSUs totaled $17.2 million, $22.5 million, and $20.3 million, respectively. As of December 31, 2020, total unrecognized compensation expense related to outstanding PSUs was $16.9 million, which will be recognized over a weighted average period of 0.9 years.

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 plan in 1993.

Prior to the conversion to 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.

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 enacted in 2006 (the PPA). No contributions were made in 2020 or 2019.

We must separately recognize the overfunded or underfunded status of the 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 equal to the accumulated benefit obligation (ABO) as the Plan is frozen, and the present value of liabilities is not affected by future salary increases. We use a measurement date that coincides with our year end of December 31.


	Defined Benefit Pension Plan
	2020			2019
Accumulated benefit obligation	$	219.2		$	218.0
Change in projected benefit obligation:
Projected benefit obligation at beginning of year	$	218.0		$	220.7
Interest cost	6.4			8.9
Actuarial (gain) loss	11.3			19.0
Benefits paid	(16.5)			(30.6)
Projected benefit obligation at end of year	$	219.2		$	218.0
Change in plan assets:
Fair value of plan assets at beginning of year	$	226.6		$	230.1
Actual return on plan assets	24.5			29.0
Estimated expenses	(2.1)			(1.9)
Benefits paid	(16.5)			(30.6)
Fair value of plan assets at end of year	$	232.5		$	226.6
Over funded status	$	13.3		$	8.6
Amounts recognized in the statement of financial position consist of:
Noncurrent assets	$	13.3		$	8.6
Net amount recognized	$	13.3		$	8.6
Weighted average assumptions used to determine benefit obligations:
Discount rate	2.24		%	3.06		%
Rate of compensation increase	N/A			N/A


	2020			2019			2018
Components of net periodic benefit cost:

Interest cost	$	6.4		$	8.9		$	8.2
Expected return on plan assets	(8.0)			(9.7)			(11.3)
Recognized net actuarial (gain)	(0.1)			(0.1)			(1.1)
Amortization of prior service cost	0.1			0.1			0.1
Net periodic benefit (income)	$	(1.6)		$	(0.8)		$	(4.1)
Weighted average assumptions used to determine net periodic benefit cost:
Discount rate	2.24		%	4.21		%	3.55		%
Expected return on plan assets	3.45		%	5.20		%	5.35		%
Rate of compensation increase	N/A			N/A			N/A

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 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. The term of our obligation, based on the expected retirement dates of our workforce, is approximately seven 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 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.

Asset allocations are reviewed and rebalanced periodically based on funded status. For 2021, the investment strategy for Plan assets is to maintain a broadly diversified portfolio designed to achieve our target of an average long-term rate of return of 3.45%. While we believe we can achieve a long-term average return of 3.45%, 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 reduces fluctuations in investment returns. Asset allocation target ranges and strategies are reviewed periodically with the assistance of an independent external consulting firm.


			Fair Value Measurements Using
	Total as of December 31, 2020		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market accounts	$	4.8	$	4.8	$	—	$	—

Mutual funds	227.7		—		227.7		—


Total assets	$	232.5	$	4.8	$	227.7	$	—


			Fair Value Measurements Using
	Total as of December 31, 2019		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money market accounts	$	11.3	$	11.3	$	—	$	—

Mutual funds	215.3		—		215.3		—


Total assets	$	226.6	$	11.3	$	215.3	$	—

We participate in multiemployer pension plans that generally provide retirement benefits to participants of contributing employers. We do not administer these 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 Pension Protection Act (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 any additional contribution or other financial obligations that we may be subject to, if any. Accordingly, we cannot presently determine the effect 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 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. During the course of operating our business, we may incur withdrawal events regarding certain of the multiemployer pension plans in which we participate. We accrue for such events when losses become probable and reasonably estimable.

Republic’s participation in individually significant multiemployer pension plans for the year ended December 31, 2020 is outlined in the table below. Only with respect to multiemployer pension plans, we considered contributions in excess of $2.0 million in any period disclosed to be individually significant. The most recent PPA zone status available in 2020 and 2019 is for the plans’ year ended September 30, or December 31, 2019 and 2018, respectively. The status is based on information that Republic received from the plans 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. Plans in the critical and declining zone are classified as critical and projected to be insolvent in the current year or any of the 14 following plan years. The last column lists the expiration dates of the CBAs to which the plans are subject.


		Pension Protection Act Zone Status		Funding Improvement or Rehabilitation Plan Status Pending /	Republic Contributions to Plan						Surcharge	Expiration Dates
Legal Plan Name	EIN	2019	2018	Implemented	2020		2019		2018		Imposed	of CBAs
Western Conference of Teamsters Pension Plan	91-6145047	Safe	Safe	No	$	49.4	$	45.1	$	44.3	No	Various dates through 9/30/25
Local No. 731 I.B. of T. Pension Fund	36-6513567	Safe	Safe	No	8.8		9.3		9.7		No	Various dates through 1/31/24
New England Teamsters & Trucking Industry Pension	04-6372430	Critical and Declining	Critical and Declining	Implemented	2.8		3.5		3.2		No	06/30/25
Midwest Operating Engineers Pension Fund	36-6140097	Safe	Endangered	Implemented	2.6		2.4		2.1		No	Various dates through 11/30/23
Individually significant plans					63.6		60.3		59.3
All other plans	N/A	N/A	N/A	N/A	9.6		11.8		10.1		N/A
Total					$	73.2	$	72.1	$	69.4

The COVID-19 pandemic has created significant volatility and disruption of financial markets, which has negatively impacted companies across the globe. We will continue to monitor the Pension Protection Act zone status of the multiemployer pension plans in which we participate, noting that the current economic environment may impact certain contributing employers' ability to fulfill their obligations under the plans. We believe the largest risk is attributable to plans in the critical red zone. In the event other contributing employers default on their obligations under the plans, we could be required to adjust our estimates for these matters, which could have a material and adverse effect on our consolidated financial position, results of operations and cash flows.

We maintain the Republic Services 401(k) Plan (the 401(k) Plan), which is a defined contribution plan covering all eligible employees. Under 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.

We provide eligible Republic employees, officers and directors 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 the 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 DCP, some participants also are eligible for matching contributions. The matching contribution under the DCP is equal to the lesser of 2% of the participant’s compensation over established 401(k) limits or 50% of the amount the participant has deferred. The 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. Deferred amounts may be subject to forfeiture and are deemed invested among investment funds offered under the DCP, as directed by each participant. Payments of deferred amounts are payable following separation from service or at a date or dates elected by the participant when the deferral is elected. Payments of deferred amounts are made in either a lump sum or in annual installments over a period not exceeding 15 years.

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 $131.8 million and $118.0 million as of December 31, 2020 and 2019, respectively, and is classified in other assets in our consolidated balance sheets. The DCP liability was $126.6 million and $116.1 million as of December 31, 2020 and 2019, respectively, and is classified in other long-term liabilities in our consolidated balance sheets.

Republic employees are eligible to participate in an employee stock purchase plan. The plan allows participants to purchase our common stock for 95% of its quoted market price on the last day of each calendar quarter. For the years ended December 31, 2020, 2019 and 2018, issuances under this plan totaled 116,865 shares, 107,522 shares and 117,153 shares, respectively. As of December 31, 2020, shares reserved for issuance to employees under this plan totaled 2.7 million and Republic held employee contributions of $2.4 million for the purchase of common stock.