v3.26.1
Business Acquisitions, Investments and Restructuring Charges
 6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES
Acquisitions
We acquired various environmental services businesses during the six months ended June 30, 2026 and 2025. The aggregate purchase price paid for these business acquisitions and the allocations of the aggregate purchase price follows:
20262025
Purchase price:
Cash used in acquisitions, net of cash acquired of $2 and $7, respectively
$850 $862 
Holdbacks
10 11 
Total$860 $873 
Allocated as follows:
Restricted cash
$1 $— 
Accounts receivable
12 $27 
Property and equipment
287 136 
Other assets
4 21 
Accounts payable
(3)(5)
Accrued landfill and environmental costs
(10)(12)
Deferred income tax liabilities(4)(16)
Other liabilities
(7)(20)
Fair value of tangible assets acquired and liabilities assumed280 131 
Excess purchase price to be allocated$580 $742 
Excess purchase price allocated as follows:
Other intangible assets
$101 $110 
Goodwill
479 632 
Total allocated$580 $742 
Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. For the acquisitions that closed during the six months ended June 30, 2026, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will be deductible for tax purposes.
These acquisitions are not material to the Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.
In February 2026, we acquired certain assets and assumed certain liabilities from Hamm, LLC, N.R. Hamm Quarry, LLC, N.R. Hamm Contractor, LLC, and Cornejo & Sons, LLC constituting a vertically-integrated recycling and waste business located in Kansas. The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date. The preliminary allocation of purchase price, including the value assigned to certain tangible assets acquired as well as certain landfill and environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations. We expect our valuations to be substantially complete by the end of 2026.
In May 2026, we acquired the equity interests of Robinson Waste Holdings Group, LLC (Robinson). Robinson's vertically integrated recycling and waste services operations are located in Utah and complement Republic's existing core competencies and expertise in the environmental services industry. The purchase price allocation is preliminary and remains subject to revision as additional information is obtained about the facts and circumstances that existed at the valuation date. The preliminary allocation of purchase price, including the value assigned to certain tangible and intangible assets acquired, is based on the best estimates of management and is subject to revision based on the final valuations. We expect our valuations to be substantially complete by the end of 2026.
In July 2026, we acquired certain assets from TD*X Associates LP, constituting a hazardous waste thermal treatment business located on one of our landfills in Texas.
Investments
We invest in non-controlling equity interests in certain limited liability companies that qualify for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value ("HLBV") method. During the six months ended June 30, 2026 and 2025, we decreased the carrying value of these investments by $87 million and $5 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements. Additionally, our tax provision reflects a benefit of approximately $41 million and $78 million for the three and six months ended June 30, 2026, respectively, due to tax credits net of nondeductible items, related to these investments. No benefit was recognized in our tax provision for the three and six months ended June 30, 2025. For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.
In 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct renewable natural gas projects at our landfills across the United States. Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code. As of June 30, 2026 and December 31, 2025, our carrying value in the joint venture was approximately $305 million and $314 million, respectively. The investment is accounted for under the equity method of accounting.
In 2022, we acquired a non-controlling equity interest in Blue Polymers, LLC, a joint venture with Ravago, intended to help create vertical integration in the recycling market, and to further advance circularity by acquiring all olefins produced by the Company's Polymer Centers and producing custom blended pellets for food-grade and non-food-grade packaging. As of June 30, 2026 and December 31, 2025, our carrying value in the joint venture was $95 million and $101 million, respectively. This investment is an unconsolidated variable interest entity ("VIE") for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting. Our risk of loss is materially consistent with our contributions to date.
These investments were recorded as other assets in our unaudited consolidated balance sheet as of June 30, 2026.
Restructuring Charges
During the three and six months ended June 30, 2026, we incurred restructuring charges of $4 million and $6 million, respectively, and during the three and six months ended June 30, 2025, we incurred restructuring charges of $6 million and $9 million, respectively. The charges in these periods related primarily to the design and implementation of our new accounts receivable system. During both the six months ended June 30, 2026 and 2025, we paid $7 million related to these restructuring efforts.