UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT 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		1-14267		65-0716904
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

18500 North Allied Way Phoenix, Arizona		85054
(Address of principal executive offices)		(Zip Code)

Not Applicable
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EX-99.1

Item 2.02 Results of Operations and Financial Condition.

On April 29, 2010, Republic Services, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the three months ended March 31, 2010. A copy of this press release is incorporated herein by reference as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

Exhibit No.		Description
99.1		Press release of Republic Services, Inc. issued April 29, 2010 to announce the financial results for the three months ended March 31, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT 99.1

NEWS

Republic Contacts:

Media Inquiries: Will Flower (480) 718-6565

Investor Inquiries: Ed Lang (480) 627-7128

REPUBLIC SERVICES, INC. REPORTS
RECORD FIRST QUARTER RESULTS

	•		EBITDA margins expand to a record 31.7%, as adjusted
	•		Projected merger synergy savings increase to $185 — $190 million
	•		Earnings per share of $0.17 or $0.41, as adjusted

PHOENIX, AZ — April 29, 2010... Republic Services, Inc. (NYSE: RSG) today reported net income of $65.0 million, or $0.17 per diluted share, including a loss on the extinguishment of debt and other charges as further described in this release, for the three months ended March 31, 2010, versus $113.0 million, or $0.30 per diluted share, for the comparable period last year.

Republic’s adjusted net income for the three months ended March 31, 2010 increased $16.9 million, or $0.03 per diluted share, to $157.6 million, or $0.41 per diluted share, from $140.7 million, or $0.38 per diluted share, for the three months ended March 31, 2009. Adjusted net income excludes a loss on the extinguishment of debt, costs to achieve synergies, restructuring charges and loss on disposition of assets and impairments, net for the three months ended March 31, 2010 and exclude costs to achieve synergies, restructuring charges and loss on disposition of assets and impairments, net for the three months ended March 31, 2009. A detail of these costs and charges is contained in the Reconciliation of Certain Non-GAAP Measures section of this document.

Earnings before interest, taxes, depreciation, depletion, amortization and accretion (EBITDA) for the three months ended March 31, 2010 was $604.5 million compared to $598.1 million for the comparable period in 2009. Excluding certain costs and charges recorded during 2010 and 2009 as previously described, adjusted

EBITDA for the three months ended March 31, 2010 would have been $619.7 million or 31.7% as a percentage of revenue, compared to $647.1 million, or 31.4% as a percentage of revenue, for the comparable 2009 period.

Revenue for the three months ended March 31, 2010 was $1,957.7 million compared to $2,060.5 million for the same period in 2009. Core price for the three months ended March 31, 2010 increased 2.2%, commodity pricing increased 1.8% and fuel charges increased 0.3%. Core volume decreased by 7.0% during the period.

“During the quarter, Republic achieved the highest EBITDA margins in its history,” said James E. O’Connor, Chairman and Chief Executive Officer of Republic Services. “Our performance is a direct result of the organization’s continued focus on pricing, productivity improvements, customer service and synergy savings. Thus far, we have achieved approximately $180 million in annual run-rate synergy savings. I am especially pleased with the results of our recent $1.5 billion bond offering. Approximately $30 million of our annual run-rate synergies have been generated by refinancing debt at more favorable rates and we now expect total synergies to be in the range of $185 to $190 million.”

Don Slager, President and Chief Operating Officer stated, “Our continued focus on safety resulted in a significant reduction in our risk cost during the quarter. Also, we have begun to see signs of increased economic activity, including indications of greater industrial activity, throughout the United States. Implementation of programs designed to lower costs, drive efficiency and increase productivity will allow us to generate higher returns as economic conditions improve.”

Company Declares Quarterly Dividend

Republic also announced that its Board of Directors declared a regular quarterly dividend of $0.19 per share for shareholders of record on July 1, 2010. The dividend will be paid on July 15, 2010.

About Republic Services, Inc.

Republic Services, Inc. provides recycling and solid waste collection, transfer and disposal services in the United States and Puerto Rico. The Company’s various operating units, including collection companies, transfer stations, recycling centers and landfills, are focused on providing reliable environmental services and solutions for commercial, industrial, municipal and residential customers. For more information, visit the Republic Services Web site at www.republicservices.com.

SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION
AND OPERATING DATA
(in millions, except per share amounts and percentages)

REPUBLIC SERVICES, INC.
CONSOLIDATED BALANCE SHEETS

		March 31,				December 31,
		2010				2009
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	81.4			$	48.0
Accounts receivable, less allowance for doubtful accounts of $52.7 and $55.2, respectively			850.7				865.1
Prepaid expenses and other current assets			135.7				156.5
Deferred tax assets			198.2				195.3
Total current assets			1,266.0				1,264.9
Restricted cash and marketable securities			221.8				240.5
Property and equipment, net			6,599.4				6,657.7
Goodwill, net			10,665.4				10,667.1
Other intangible assets, net			483.2				500.0
Other assets			229.5				210.1
Total assets		$	19,465.3			$	19,540.3
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable			412.2				592.8
Notes payable and current maturities of long-term debt			475.7				543.0
Deferred revenue			329.9				331.1
Accrued landfill and environmental costs, current portion			241.0				245.4
Accrued interest			84.2				96.2
Other accrued liabilities			711.9				740.2
Total current liabilities			2,254.9				2,548.7
Long-term debt, net of current maturities			6,638.3				6,419.6
Accrued landfill and environmental costs, net of current portion			1,399.2				1,383.2
Deferred income taxes and other long-term tax liabilities			989.3				1,040.5
Self-insurance reserves, net of current portion			300.3				302.0
Other long-term liabilities			314.6				279.2
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $0.01 per share; 50.0 shares authorized; none issued			—				—
Common stock, par value $0.01 per share; 750.0 shares authorized; 396.3 and 395.7 issued including shares held in treasury, respectively			4.0				4.0
Additional paid-in capital			6,332.6				6,316.1
Retained earnings			1,675.5				1,683.1
Treasury stock, at cost (14.9 shares)			(457.7	)			(457.7	)
Accumulated other comprehensive income, net of tax			12.2				19.0
Total Republic Services, Inc. stockholders’ equity			7,566.6				7,564.5
Noncontrolling interests			2.1				2.6
Total stockholders’ equity			7,568.7				7,567.1
Total liabilities and stockholders’ equity		$	19,465.3			$	19,540.3

REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share data)

		Three Months Ended March 31,
		2010				2009
Revenue		$	1,957.7			$	2,060.5
Expenses:
Cost of operations			1,136.8				1,208.7
Depreciation, amortization and depletion			203.0				221.8
Accretion			20.2				23.3
Selling, general and administrative			210.3				217.5
Loss on disposition of assets and impairments, net			0.5				4.9
Restructuring charges			5.6				31.3
Operating income			381.3				353.0
Interest expense			(134.5	)			(153.5	)
Loss on extinguishment of debt			(132.3	)			—
Interest income			—				0.7
Other income, net			1.7				0.2
Income before income taxes			116.2				200.4
Provision for income taxes			51.0				87.0
Net income			65.2				113.4
Less: net income attributable to noncontrolling interests			(0.2	)			(0.4	)
Net income attributable to Republic Services, Inc.		$	65.0			$	113.0
Basic earnings per share attributable to Republic Services, Inc. stockholders:
Basic earnings per share		$	0.17			$	0.30
Weighted average common shares outstanding			381.4				378.9
Diluted earnings per share attributable to Republic Services, Inc. stockholders:
Diluted earnings per share		$	0.17			$	0.30
Weighted average common and common equivalent shares outstanding			383.3				379.9
Cash dividends per common share		$	0.19			$	0.19

REPUBLIC SERVICES, INC.
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)

		Three Months Ended March 31,
		2010				2009
Cash Provided by Operating Activities:
Net income		$	65.2			$	113.4
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of property and equipment			129.0				132.6
Landfill depletion and amortization			56.4				71.8
Amortization of intangible and other assets			17.6				17.4
Accretion			20.2				23.3
Non-cash interest expense — debt			16.2				25.7
Non-cash interest expense — other			12.2				12.7
Restructuring related charges			0.7				18.8
Stock-based compensation			6.2				4.7
Deferred tax (benefit) provision			(50.8	)			31.8
Provision for doubtful accounts, net of adjustments			2.5				5.8
Excess income tax benefit from stock option exercises			(0.8	)			0.3
Asset impairments			0.1				1.8
Loss on extinguishment of debt			132.3				—
Gain on disposition of assets, net			(4.3	)			—
Other non-cash items			0.6				(0.2	)
Change in assets and liabilities, net of effects from business acquisitions and divestitures:
Accounts receivable			11.9				62.6
Prepaid expenses and other assets			13.2				17.7
Accounts payable			(99.2	)			33.8
Restructuring and synergy related expenditures			(8.2	)			(8.8	)
Capping, closure and post-closure expenditures			(10.5	)			(13.6	)
Remediation expenditures			(11.5	)			(13.4	)
Other liabilities			0.1				(25.8	)
Cash Provided by Operating Activities			299.1				512.4
Cash Used in Investing Activities:
Purchases of property and equipment			(208.4	)			(193.4	)
Proceeds from sales of property and equipment			5.9				4.9
Cash used in acquisitions, net of cash acquired			(0.8	)			(0.1	)
Cash proceeds from divestitures, net of cash divested			—				0.3
Change in restricted cash and marketable securities			18.6				19.2
Other			0.6				—
Cash Used in Investing Activities			(184.1	)			(169.1	)
Cash Used in Financing Activities:
Proceeds from notes payable and long-term debt			731.5				230.9
Proceeds from issuance of senior notes, net of discount			1,499.4				—
Payments of notes payable and long-term debt			(2,198.4	)			(381.1	)
Premiums paid on extinguishment of debt			(30.4	)			—
Fees paid to issue and retire senior notes and certain hedging relationships			(20.8	)			—
Issuances of common stock			9.4				3.7
Excess income tax benefit from stock option exercises			0.8				0.3
Purchases of common stock for treasury			—				(0.3	)
Cash dividends paid			(72.4	)			(72.0	)
Distributions paid to noncontrolling interests			(0.7	)			—
Cash Used in Financing Activities			(81.6	)			(218.5	)
Increase in Cash and Cash Equivalents			33.4				124.8
Cash and Cash Equivalents at Beginning of Period			48.0				68.7
Cash and Cash Equivalents at End of Period		$	81.4			$	193.5

The following information should be read in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2009. All amounts below are in millions, except per share data.

REVENUE

The following table reflects our total revenue by line of business for the three months ended March 31, 2010 and 2009:

		Three Months Ended March 31,
		2010				2009
Collection:
Residential		$	534.7			$	546.1
Commercial			621.5				658.6
Industrial			348.1				382.9
Other			6.9				7.2
Total collection			1,511.2				1,594.8
Transfer and disposal			692.4				775.8
Less: Intercompany			(357.5	)			(389.3	)
Transfer and disposal, net			334.9				386.5
Other			111.6				79.2
Total revenue		$	1,957.7			$	2,060.5

The following table reflects changes in our core adjusted revenue for the three months ended March 31, 2010 and 2009. For comparative purposes, we have presented the components of our revenue changes for the three months ended March 31, 2009 assuming our merger with Allied occurred on January 1, 2008.

		Three Months Ended March 31,
		2010				2009
Core price			2.2	%			3.5	%
Fuel surcharges			0.3				(1.2	)
Commodities			1.8				(2.9	)
Total price			4.3				(0.6	)
Core volume			(7.0	)			(8.0	)
Total internal growth			(2.7	)			(8.6	)
Acquisitions / divestitures, net			(2.3	)			—
Intercompany eliminations			—				(0.4	)
Total			(5.0)	%			(9.0)	%

RECONCILIATION OF CERTAIN NON-GAAP MEASURES

Earnings before Interest, Taxes, Depreciation, Depletion, Amortization and Accretion

Earnings before interest, taxes, depreciation, depletion, amortization and accretion (EBITDA), which is not a measure determined in accordance with GAAP, for the three months ended March 31, 2010 and 2009 is calculated as follows:

		Three Months Ended March 31,
		2010				2009
Net income attributable to Republic Services, Inc.		$	65.0			$	113.0
Net income attributable to noncontrolling interest			0.2				0.4
Provision for income taxes			51.0				87.0
Other income, net			(1.7	)			(0.2	)
Interest income			—				(0.7	)
Loss on extinguishment of debt			132.3				—
Interest expense			134.5				153.5
Depreciation, amortization and depletion			203.0				221.8
Accretion			20.2				23.3
EBITDA		$	604.5			$	598.1

We believe that the presentation of EBITDA is useful to investors because it provides important information concerning our operating performance exclusive of certain non-cash costs. EBITDA 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 credit rating and minimizing debt, paying cash dividends, and maintaining and improving our market position through business optimization. This measure has limitations. Although depreciation, amortization, depletion and accretion are considered operating costs in accordance with GAAP, they represent the allocation of non-cash costs generally associated with long-lived assets acquired or constructed in prior years. Our definition of EBITDA may not be comparable to similarly titled measures presented by other companies.

Adjusted Earnings

Reported diluted earnings per share were $0.17 and $0.30 for the three months ended March 31, 2010 and 2009, respectively. During the three months ended March 31, 2010 and 2009, we recorded a number of charges and other expenses that impacted our EBITDA, pre-tax income, net income attributable to Republic Services, Inc., (Net Income – Republic) and diluted earnings per share. These items primarily consist of the following:

		Three Months Ended March 31, 2010																Three Months Ended March 31, 2009
										Net				Diluted												Net				Diluted
						Pre-tax				Income -				Earnings								Pre-tax				Income -				Earnings
		EBITDA				Income				Republic				per Share				EBITDA				Income				Republic				per Share
As reported		$	604.5			$	116.2			$	65.0			$	0.17			$	598.1			$	200.4			$	113.0			$	0.30
Loss on extinguishment of debt			—				132.3				83.4				0.22				—				—				—				—
Costs to achieve synergies			9.1				9.1				5.5				0.01				12.8				12.8				7.2				0.02
Restructuring charges			5.6				5.6				3.4				0.01				31.3				31.3				17.7				0.05
Loss on disposition of assets and impairments, net			0.5				0.5				0.3				—				4.9				4.9				2.8				0.01
Adjusted		$	619.7			$	263.7			$	157.6			$	0.41			$	647.1			$	249.4			$	140.7			$	0.38

We believe that the presentation of adjusted EBITDA, 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 GAAP, provide an understanding of operational activities before the financial impact of certain 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 EBITDA, 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.

Cash Flow

We define free cash flow, which is not a measure determined in accordance with 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 three months ended March 31, 2010 and 2009 is calculated as follows:

		Three Months Ended March 31,
		2010				2009
Cash provided by operating activities		$	299.1			$	512.4
Purchases of property and equipment			(208.4	)			(193.4	)
Proceeds from sales of property and equipment			5.9				4.9
Free cash flow		$	96.6			$	323.9

We define adjusted free cash flow, which is not a measure determined in accordance with GAAP, as cash provided by operating activities, less property and equipment received, plus proceeds from sales of property and equipment, plus merger related expenditures, net of tax, plus tax settlement related to BFI risk management companies. Our adjusted free cash flow for the three months ended March 31, 2010 is calculated as follows:

		Three Months
		Ended
		March 31,
		2010
Cash provided by operating activities		$	299.1
Property and equipment received			(128.3	)
Proceeds from sales of property and equipment			5.9
Merger related expenditures, net of tax			7.7
Tax settlement related to BFI risk management companies			60.1
Adjusted free cash flow		$	244.5

We believe that the presentation of adjusted 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, plus merger related expenditures, net of tax, plus tax settlement related to BFI risk management companies. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary expenditures because it excludes certain expenditures that are required or to which we have committed such as debt service requirements and dividend payments. Our definition of adjusted free cash flow may not be comparable to similarly titled measures presented by other companies.

Purchases of property and equipment as reflected on our consolidated statements of cash flows and the free cash flow presented above represent amounts paid during the period for such expenditures. A reconciliation of property and equipment reflected on our consolidated statements of cash flows to property and equipment received during the period is as follows:

		Three Months Ended March 31,
		2010				2009
Purchases of property and equipment per the unaudited consolidated statements of cash flows		$	208.4			$	193.4
Adjustments for property and equipment received during the prior period but paid for in the following period, net			(80.1	)			(45.0	)
Property and equipment received during the period		$	128.3			$	148.4

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

As of March 31, 2010, accounts receivable was $850.7 million, net of allowance for doubtful accounts of $52.7 million, resulting in days sales outstanding of approximately 40 (or 24 net of deferred revenue).

CASH DIVIDENDS

In January 2010, we paid a cash dividend of $72.4 million to stockholders of record as of January 4, 2010. As of March 31, 2010, we recorded a dividend payable of $72.5 million to stockholders of record at the close of business on April 1, 2010, which was paid on April 15, 2010. In April 2010, our Board of Directors declared a regular quarterly dividend of $0.19 per share payable to stockholders of record as of July 1, 2010, which will be paid on July 15, 2010.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements and information included herein constitute 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,” “could,” “projected” and similar expressions are intended to identify forward-looking statements. These statements include statements about the expected benefits of the merger, our plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that 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 can give no assurance that the expectations will prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are:

	•		the impact on us of our substantial post-merger indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements and the fact that any downgrade in our bond ratings could adversely impact us;
	•		general economic and market conditions including, but not limited to, the current global economic and financial market crisis, inflation and changes in commodity pricing, fuel, labor, risk and health insurance and other variable costs that are generally not within our control, and our exposure to credit and counterparty risk;
	•		whether our estimates and assumptions concerning our selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, and projected costs and expenses related to our landfills and property and equipment (including our estimates of the fair values of the assets and liabilities acquired in our acquisition of Allied), and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate;
	•		competition and demand for services in the solid waste industry;
	•		the fact that price increases or changes in commodity prices may not be adequate to offset the impact of increased costs, including but not limited to labor, third-party disposal and fuel, and may cause us to lose volume;
	•		our ability to manage growth and execute our growth strategy;
	•		our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills;
	•		our ability to retain our investment grade ratings for our debt;
	•		our dependence on key personnel;
	•		our dependence on large, long-term collection, transfer and disposal contracts;
	•		the fact that our business is capital intensive and may consume cash in excess of cash flow from operations;
	•		that any exposure to environmental liabilities, to the extent not adequately covered by insurance, could result in substantial expenses;
	•		risks associated with undisclosed liabilities of acquired businesses;
	•		risks associated with pending and any future legal proceedings, including our matters currently pending with the Department of Justice and Internal Revenue Service;
	•		severe weather conditions, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations;
	•		compliance with existing and future legal and regulatory requirements, including limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures;
	•		any litigation, audits or investigations brought by or before any governmental body;
	•		workforce factors, including potential increases in our costs if we are required to provide additional funding to any multi-employer pension plan to which we contribute and the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages;
	•		the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills;

	•		changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies;
	•		acts of war, riots or terrorism, including the events taking place in the Middle East and the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism, and the impact of these acts on economic, financial and social conditions in the United States; and
	•		the timing and occurrence (or non-occurrence) of transactions and events which may be subject to circumstances beyond our control.

The risks included here are not exhaustive. Refer to “Part I, Item 1A — Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2009, for further discussion regarding our exposure to risks. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor to assess the impact such risk factors might have on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof. 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 hereof or to reflect the occurrence of unanticipated events.