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Item 2. Management’s Discussion and Analysis

2024-07-25 compared with 2024-05-01 · 255 added, 168 removed, 376 unchanged (53% of the section changed)

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We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Updated Full-Year 2024 Adjusted Earnings Per Share Guidance

The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, 2024.

Adjusted diluted earnings per share is not a measure determined in accordance with U.S.

(Anticipated)

December 31, 2024

Diluted earnings per share $ 6.10 to 6.15

(Gain) loss on extinguishment of debt and other related costs (0.02)

Restructuring charges 0.07

Adjusted diluted earnings per share $ 6.15 to 6.20

We believe that presenting adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items.

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, costs and recoveries 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.

The guidance set forth above constitutes forward-looking information and is not a guarantee of future performance.

The guidance is based upon the current beliefs and expectations of our management and is subject to significant risk and uncertainties that could cause actual results to differ materially from those shown above.

See “Disclosure Regarding Forward-Looking Statements.”

Republic is one of the largest providers of environmental services in the United States, as measured by revenue.

As of March 31, 2024, we operated across the United States and Canada through 364 collection operations, 246 transfer stations, 74 recycling centers, 207 active landfills, 3 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities (TSDF), 6 salt water disposal wells and 12 deep injection wells, and 1 polymer center.

We are engaged in 77 landfill gas-to-energy and renewable energy projects and had post-closure responsibility for 126 closed landfills as of March 31, 2024.

Revenue for the three months ended March 31, 2024 increased by 7.8% to $3,861.7 million compared to $3,581.1 million for the same period in 2023.

As of June 30, 2024, we operated across the United States and Canada through 362 collection operations, 246 transfer stations, 75 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities (TSDF), 5

salt water disposal wells 12 deep injection wells, and 1 polymer center.

We are engaged in 78 landfill gas-to-energy and renewable energy projects and had post-closure responsibility for 126 closed landfills as of June 30, 2024.

Revenue for the six months ended June 30, 2024 increased by 8.2% to $7,909.8 million compared to $7,307.0 million for the same period in 2023.

This change in revenue is due to increases in average yield of 5.8%, increased revenue from acquisitions, net of divestitures of 3.4%, and an increase in recycling processing and commodity sales of 0.4%.

Additionally, revenue increased 0.1% due to the impact of the number of workdays during the three months ended March 31, 2024, as compared to the same period in 2023.

Additionally, revenue increased 0.1% due to the impact of the number of workdays during the six months ended June 30, 2024, as compared to the same period in 2023.

These increases were partially offset by a decrease in volume of 0.9%, a decrease in environmental solutions revenue of 0.4%, and a decrease in fuel recovery fees of 0.2%.

The following table summarizes our revenue, expenses and operating income for the three months ended March 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

The following table summarizes our revenue, expenses and operating income for the three and six months ended June 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Revenue $ 4,048.0 100.0 % $ 3,725.9 100.0 % $ 7,909.8 100.0 % $ 7,307.0 100.0 %

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Selling, general and administrative 407.6 10.1 396.0 10.6 821.7 10.4 775.2 10.6

Gain on business divestitures and impairments, net (1.4) — — — (1.4) — — —

Restructuring charges 5.7 — 15.5 0.4 11.5 0.1 21.0 0.3

Operating income $ 813.8 20.1 % $ 707.2 19.0 % $ 1,546.6 19.6 % $ 1,351.4 18.5 %

Our pre-tax income was $598.9 million for the three months ended March 31, 2024, compared to $522.1 million for the same period in 2023.

Our pre-tax income was $654.0 million and $1,252.9 million for the three and six months ended June 30, 2024, respectively, compared to $580.2 million and $1,102.3 million for the same periods in 2023, respectively.

Our net income attributable to Republic Services, Inc.

was $453.8 million for the three months ended March 31, 2024, or $1.44 per diluted share, compared to $383.9 million, or $1.21 per diluted share, for the same period in 2023.

During each of the three months ended March 31, 2024 and 2023, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax expense, net income attributable to Republic Services, Inc.

was $511.5 million and $965.3 million for the three and six months ended June 30, 2024, or $1.62 and $3.06 per diluted share, respectively compared to $427.4 million and $811.2 million, or $1.35 and $2.56 per diluted share for the same periods in 2023, respectively.

During each of the three and six months ended June 30, 2024 and 2023, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax expense, 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 Results of Operations discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of other items that impacted our earnings during the three months ended March 31, 2024 and 2023.

Three Months Ended March 31, 2024

Three Months Ended March 31, 2023

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023

Diluted Diluted

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As reported $ 654.0 $ 142.5 $ 511.5 $ 1.62 $ 580.2 $ 152.8 $ 427.4 $ 1.35

Loss on extinguishment of debt and other related costs (2)

(Gain) loss on extinguishment of debt and other related costs (7.8) (2.1) (5.7) (0.02) — — — —

Restructuring charges 5.7 1.5 4.2 0.01 15.5 4.0 11.5 0.04

(Gain) loss on business divestitures and impairments, net (2)

(1.4) (0.3) (1.1) — — — — —

US Ecology acquisition integration and deal costs — — — — 10.6 2.8 7.8 0.02

Total adjustments (3.5) (0.9) (2.6) (0.01) 26.1 6.8 19.3 0.06

As adjusted $ 650.5 $ 141.6 $ 508.9 $ 1.61 $ 606.3 $ 159.6 $ 446.7 $ 1.41

Six Months Ended June 30, 2024

Six Months Ended June 30, 2023

Diluted Diluted

Net Earnings Net Earnings

Pre-tax Tax Income - per Pre-tax Tax Income - per

Income Impact (1)

Republic Share Income Impact (1)

Republic Share

As reported $ 1,252.9 $ 287.6 $ 965.3 $ 3.06 $ 1,102.3 $ 291.1 $ 811.2 $ 2.56

(Gain) loss on extinguishment of debt and other related costs (3)

(7.8) (2.1) (5.7) (0.02) 0.2 — 0.2 —

Restructuring charges 11.5 2.9 8.6 0.02 21.0 5.4 15.6 0.05

(Gain) loss on business divestitures and impairments, net (2)

(1.4) (0.3) (1.1) — — — — —

US Ecology acquisition integration and deal costs — — — — 18.2 4.8 13.4 0.04

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(1) The income tax effect related to our adjustments includes both the current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three months ended March 31, 2023.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three and six months ended June 30, 2024.

(3) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the six months ended June 30, 2023.

We believe that presenting adjusted pre-tax income, adjusted tax impact, adjusted net income – Republic, and adjusted diluted earnings per share, which are not measures determined in accordance with U.S.

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Further information on each of these adjustments is included below.

Loss on extinguishment of debt.

During the three months ended March 31, 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility.

(Gain) loss on extinguishment of debt and other related costs.

During the three and six months ended June 30, 2024, we recognized a gain of $7.8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility.

The gain was recognized as a reduction of interest expense.

During the six months ended June 30, 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility.

We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of $0.2 million.

During the three months ended March 31, 2024, we did not incur any losses on extinguishment of debt.

Restructuring charges.

During the three months ended March 31, 2024 and 2023, we incurred restructuring charges of $5.9 million and $5.5 million, respectively.

T hese charges relate to the redesign of our asset management, and customer and order management software systems.

We paid $5.7 million and $5.0 million during the three months ended March 31, 2024 and 2023, respectively, related to these restructuring efforts.

During the three and six months ended June 30, 2024 , we incurred restructuring charges of $5.7 million and $11.5 million, respectively, and during the three and six months ended June 30, 2023, we incurred restructuring charges of $15.5 million and $21.0 million , respectively .

The 2024 charges related to the redesign of our asset management, and customer and order management software systems.

Of the 2023 charges, $9.4 million related to the early termination of certain leases and $6.1 million related to the redesign of our asset management, and customer and order management software systems.

During the six months ended June 30, 2024 and 2023, we paid $9.9 million and $26.1 million, respectively, related to these restructuring efforts.

During the remainder of 2024, we expect to incur additional restructuring charges of approximately $20 million , primarily related to the continued redesign of our asset management, and customer and order management software systems.

Substantially all of these restructuring charges will be recorded in Corporate entities and other.

(Gain) loss on business divestitures and impairments, net.

During the three and six months ended June 30, 2024, we recorded a net gain on business divestitures and impairments of $1.4 million.

During the three and six months ended June 30, 2023, we did not recognize a (gain) loss on business divestitures and impairments, net.

US Ecology, Inc.

acquisition integration and deal costs .

During the three months ended March 31, 2023, we incurred acquisition integration and deal costs of $7.6 million in connection with the acquisition of US Ecology, which included certain costs to integrate the business.

The acquisition closed on May 2, 2022 and our integration of the business was substantially complete as of December 31, 2023.

During the three and six months ended June 30, 2023, we incurred acquisition integration and deal costs of $10.6 million and $18.2 million, respectively, in connection with the acquisition of US Ecology, which included certain costs to integrate the business.

The acquisition closed on May 2, 2022.

Our integration of the business was substantially complete as of December 31, 2023.

Results of Operations

We generate revenue by providing environmental services to our customers, including the collection and processing of recyclable materials, the collection, treatment, consolidation, transfer and disposal of hazardous and non-hazardous waste and other environmental solutions.

Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities.

Our residential, small-container and large-container 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 a consumer price index.

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Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is 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 three months ended March 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

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 three and six months ended June 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

$ 733.4 18.1 % $ 700.2 18.8 % $ 1,456.6 18.4 % $ 1,385.3 18.9 %

Small-container

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Total revenue $ 4,048.0 100.0 % $ 3,725.9 100.0 % $ 7,909.8 100.0 % $ 7,307.0 100.0 %

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Average yield 5.5 % 5.9 % 5.8 % 6.2 %

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We also measure changes in core price, average yield and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue, to determine the effectiveness of our pricing and organic growth strategies.

The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

As a % of Related Business

The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

As a % of Related Business As a % of Related Business

Core price 8.1 % 8.8 % 8.3 % 9.1 %

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Volume (1.0) % 0.5 % (1.0) % 1.1 %

During the three months ended March 31, 2024, we experienced the following changes in our revenue as compared to the same period in 2023:

• Average yield increased revenue by 6.0% for the three months ended March 31, 2024 due to positive pricing changes in all our collection and disposal lines of business

• The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.4% for the three months ended March 31, 2024, due to a decrease in fuel prices compared to the same period in 2023.

• Volume decreased revenue by 0.9% during the three months ended March 31, 2024, primarily due to a decline in volume in our residential and large-container collection lines of business as well as volume declines in our landfill and transfer lines of business.

The decline in revenue in our large-container collection and landfill lines of business was partially driven by inclement weather in January across all field groups.

During the three and six months ended June 30, 2024, we experienced the following changes in our revenue as compared to the same period in 2023:

• Average yield increased revenue by 5.5% and 5.8% for the three and six months ended June 30, 2024, respectively, due to positive pricing changes in all lines of business.

• The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.2% for the six months ended June 30, 2024, due to a decrease in fuel prices compared to the same period in 2023.

• Volume decreased revenue by 0.8% and 0.9% during the three and six months ended June 30, 2024, respectively, primarily due to a decline in volume in our residential, small-container and large-container collection lines of business as well as volume declines in our landfill and transfer lines of business.

The decline in revenue in our large-container

collection line of business was partially driven by a slowing in construction related activity.

The decline in our residential and small-container lines of business is primarily attributable to certain municipal contract losses and broker-related business.

The decline in volume in our landfill line of business is primarily attributable to decreased special waste and construction and demolition volumes, partially offset by increased solid waste volumes.

• Revenue increased by 0.1% due the impact of the number of workdays during the three months ended March 31, 2024, as compared to the same period in 2023, which drove an increase in volumes in our large-container, landfill, and transfer lines of business.

• Recycling processing and commodity sales increased revenue by 0.4% during the three months ended March 31, 2024 primarily due to an increase in overall commodity prices as compared to the same period in 2023.

The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three months ended March 31, 2024 was $153 per ton compared to $105 per ton for the same period in 2023.

• Revenue increased by 0.1% due to the impact of the number of workdays during the six months ended June 30, 2024 as compared to the same period in 2023, which drove an increase in volumes in our large-container, landfill, and transfer lines of business.

• Recycling processing and commodity sales increased revenue by 0.5% and 0.4% during the three and six months ended June 30, 2024 primarily due to an increase in overall commodity prices as compared to the same period in 2023.

The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and

six months ended June 30, 2024 was $173 and $163 per ton, respectively, compared to $119 and $112 per ton for the same period in 2023.

Changing market demand for recycled commodities causes volatility in commodity prices.

At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities would change both annual revenue and operating income by approximately $10 million.

• Environmental solutions decreased revenue by 1.1% during the three months ended March 31, 2024, primarily due to rig declines impacting upstream business, lower event volumes and remediation work, and fewer large-scale projects when compared to the same period in 2023.

These variances were partially offset by price increases during the year.

• Acquisitions, net of divestitures, increased revenue by 3.7% during the three months ended March 31, 2024, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.

• Environmental solutions increased revenue by 0.4% during the three months ended June 30, 2024, primarily due to price increases.

Environmental solutions decreased revenue by 0.4% during the six months ended June 30, 2024, primarily due to rig count declines impacting the upstream E&P business and lower event volumes when compared to the same period in 2023, partially offset by price increases.

• Acquisitions, net of divestitures, increased revenue by 3.0% and 3.4% during the three and six months ended June 30, 2024, respectively, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.

Cost of Operations

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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 three months ended March 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

The following table summarizes the major components of our cost of operations for the three and six months ended June 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Labor and related benefits $ 809.2 20.0 % $ 750.8 20.1 % $ 1,598.6 20.2 % $ 1,488.9 20.4 %

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As such, you should take care when comparing our cost of operations by component to that of other companies and of ours for prior periods.

The most significant items impacting our cost of operations during the three months ended March 31, 2024 and 2023 are summarized below:

The most significant items impacting our cost of operations during the three and six months ended June 30, 2024 and 2023 are summarized below:

• Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases.

Acquisition-related growth also contributed to the increase in labor and related benefits.

• Transfer and disposal costs increased in aggregate dollars primarily due to higher disposal rates.

• During the three months ended March 31, 2024 and 2023, approximately 67% and 69%, respectively, of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).

• Maintenance and repairs expense increa se d due to higher hourly wages as a result of annual merit increases, an increase in third-party maintenance, and parts inflation.

• Transfer and disposal costs increased in aggregate dollars primarily due to acquisition activity and higher disposal rates.

• During the three and six months ended June 30, 2024 , approximately 67% , of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization), as compared to 68% for the same periods in 2023 .

• Maintenance and repairs expense increa se d in aggregate dollars due to higher hourly wages as a result of annual merit increases, an increase in third-party maintenance, and parts inflation.

Acquisition-related growth also contributed to the increase in maintenance and repairs expense.

• Transportation and subcontract costs decreased due to decreases in subcontract volumes, partially offset by an increase in transportation rates.

• Transportation and subcontract costs increased in aggregate dollars due to increases in subcontract volumes and transportation rates.

• Our fuel costs decreased due to a decrease in the average diesel fuel price per gallon.

The national average diesel fuel price per gallon for the three months ended March 31, 2024 and 2023 was $3.96 and $4.41, respectively.

The national average diesel fuel price per gallon for the three and six months ended June 30, 2024 was $3.86 and $3.91, respectively, as compared to $3.94 and $4.18, respectively, for the same periods in 2023.

At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel costs by approximately $27 million per year.

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• Landfill operating costs increased primarily due to increased leachate transportation and maintenance on our gas extraction systems due in part to increased rainfall in select geographic regions.

• Risk management expenses increased in aggregate dollars primarily due to higher premium costs.

• Risk management expenses increased in aggregate dollars primarily due to unfavorable claims development in our auto liability program as well as higher premium costs.

• Other costs of operations increased due to increased occupancy and facility related expenses as well as acquisition-related growth.

Depreciation, Amortization and Depletion of Property and Equipment

The following table summarizes depreciation, amortization and depletion of property and equipment for the three months ended March 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

The following table summarizes depreciation, amortization and depletion of property and equipment for the three and six months ended June 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Depreciation and amortization of property and equipment

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$ 375.5 9.3 % $ 326.8 8.8 % $ 739.7 9.4 % $ 655.1 9.0 %

Depreciation and amortization of property and equipment increased for the three months ended March 31, 2024 primarily due to assets added through acquisitions.

Landfill depletion and amortization expense increased in aggregate dollars for the three months ended March 31, 2024 due to an increase in our overall average depletion rate and increased solid waste landfill disposal volumes.

These increases were partially offset by lower special waste and construction and demolition disposal volumes.

Depreciation and amortization of property and equipment increased for the three and six months ended June 30, 2024 primarily due to assets added through acquisitions.

Landfill depletion and amortization expense increased for the three and six months ended June 30, 2024 due to an increase in our overall average depletion rate.

Amortization of Other Intangible Assets

Amortization of other intangible assets primarily relates to customer relationships and, to a lesser extent, non-compete agreements.

Expenses for amortization of other intangible assets were $17.8 million, or 0.5% of revenue, for the three months ended March 31, 2024, compared to $15.1 million, or 0.4% of revenue, for the same respective period in 2023.

Expenses for amortization of other intangible assets were $18.7 million and $36.5 million, or 0.5% of revenue, for the three and six months ended June 30, 2024, respectively, compared to $14.9 million and $30.1 million, or 0.4% of revenue, respectively, for the same respective periods in 2023.

Amortization expense increased due to assets added through acquisition activity.

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Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements.

Expenses for amortization of other assets were $17.2 million, or 0.4% of revenue, for the three months ended March 31, 2024, compared to $15.3 million, or 0.4% of revenue, for the same respective period in 2023.

Expenses for amortization of other assets were $18.8 million and $36.0 million, or 0.5% of revenue, respectively, for the three and six months ended June 30, 2024, compared to $16.6 million and $31.8 million, or 0.4% of revenue, respectively, for the same respective periods in 2023.

Amortization expense increased due to an increase in fees for cloud-based hosting arrangements.

Accretion Expense

Accretion expense was $26.6 million, or 0.7% of revenue, for the three months ended March 31, 2024, compared to $24.1 million, or 0.7% of revenue, for the same respective period in 2023.

Accretion expense was $26.7 million and $53.4 million, or 0.7% of revenue, for the three and six months ended June 30, 2024, respectively, compared to $24.5 million and $48.6 million, or 0.7% of revenue, respectively, for the same respective periods in 2023.

Selling, General and Administrative Expenses

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Restructuring charges are excluded from selling, general and administrative expenses and are discussed separately.

The following table summarizes our selling, general and administrative expenses for the three months ended March 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

The following table summarizes our selling, general and administrative expenses for the three and six months ended June 30, 2024 and 2023 (in millions of dollars and as a percentage of revenue):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Salaries and related benefits $ 276.1 6.8 % $ 264.0 7.1 % $ 555.7 7.0 % $ 516.5 7.1 %

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As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies and of ours for prior periods.

The most significant items affecting our selling, general and administrative expenses during the three months ended March 31, 2024 and 2023 are summarized below:

• Salaries and related benefits increased primarily due to higher wages and benefits resulting from annual merit increases as well as acquisition-related growth.

• Provision for doubtful accounts decreased in aggregate dollars primarily due to prioritized collection efforts.

As of March 31, 2024 , our days sales outstanding were 41.5, or 30.4 days net of deferred revenue, compared to 42.9, or 31.0 days net of deferred revenue, as of March 31, 2023.

• Other selling, general and administrative expenses increased for the three months ended March 31, 2024, primarily due to an increase in professional fees, meeting and travel costs and acquisition-related growth.

The most significant items affecting our selling, general and administrative expenses during the three and six months ended June 30, 2024 and 2023 are summarized below:

• Salaries and related benefits increased in aggregate dollars primarily due to higher wages and benefits resulting from annual merit increases as well as acquisition-related growth.

• Provision for doubtful accounts increased in aggregate dollars.

As of June 30, 2024 , our days sales outstanding were 40.9, or 30.2 days net of deferred revenue, compared to 42.5, or 31.1 days net of deferred revenue, as of June 30, 2023.

• Other selling, general and administrative expenses increased for the three and six months ended June 30, 2024, primarily due to an increase in professional fees and acquisition-related growth, partially offset by a favorable legal settlement.

• We incurred various acquisition integration and deal costs in connection with the acquisition of US Ecology.

During the three months ended March 31, 2023, these charges totaled $7.6 million.

During the three and six months ended June 30, 2023, these charges totaled $10.6 million and $18.2 million, respectively.

The 2023 costs primarily related to the integration of certain software systems as well as rebranding of the business.

The acquisition closed on May 2, 2022 and our integration of the business was substantially complete as of December 31, 2023.

The acquisition closed on May 2, 2022.

Our integration of the business was substantially complete as of December 31, 2023.

(Gain) Loss on Business Divestitures and Impairments, Net

We strive to have a number one or number two market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time.

Where we cannot establish a leading market position, or where operations are not generating acceptable returns, we may decide to divest of certain assets and reallocate resources to other markets.

Business divestitures could result in gains, losses or impairment charges that may be material to our results of operations in a given period.

During the three and six months ended June 30, 2024, we recorded a net gain on business divestitures and impairments of $1.4 million.

During the three and six months ended June 30, 2023 we did not recognize a net gain (loss) on business divestitures and impairments.

Restructuring Charges

For a discussion of Restructuring Charges incurred during the three months ended March 31, 2024 and 2023, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

For a discussion of Restructuring Charges incurred during the three and six months ended June 30, 2024 and 2023, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

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 risk insurance liabilities assumed in acquisitions, for the three months ended March 31, 2024 and 2023 (in millions of dollars):

Three Months Ended March 31,

The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three and six months ended June 30, 2024 and 2023 (in millions of dollars):

Three Months Ended June 30, Six Months Ended June 30,

2024 2023 2024 2023

Interest expense on debt

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Total interest expense $ 128.3 $ 124.4 $ 267.6 $ 251.1

Total interest expense for the three months ended March 31, 2024 increased primarily due to the issuance of additional senior notes used to refinance amounts outstanding under our term loan and revolving lines of credit and for general corporate purposes.

For the three months ended March 31, 2024 and 2023, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swap, was $117.8 million and $124.0 million, respectively.

As of March 31, 2024, we had $2,385.2 million of principal floating rate debt including interest rate swap contracts.

Total interest expense for the three and six months ended June 30, 2024 increased primarily due to an increase in the overall principal balance of our fixed rate debt portfolio as a result of issuances of new senior notes and tax-exempt financings.

This increase was partially offset by a gain of $7.8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility.

The gain was recognized as a reduction of non-cash interest expense.

For the six months ended June 30, 2024 and 2023, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swap, was $238.1 million and $203.6 million, respectively.

As of June 30, 2024, we had $1,551.8 million of principal floating rate debt.

If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $16 million.

Loss on Extinguishment of Debt

During three months ended March 31, 2023 we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility.

(Gain) Loss on Extinguishment of Debt and Other Related Costs

During both the three and six months ended June 30, 2024, we recognized a gain of $7.8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility.

During the six months ended June 30, 2023, we incurred a loss on the early extinguishment of debt related to the early repayment of a portion of our Term Loan Facility.

We incurred non-cash charges related to the proportional share of unamortized deferred issuance costs of $0.2 million.

During the three months ended March 31, 2024, we did not incur any losses on extinguishment of debt

Our effective tax rate, exclusive of non-controlling interests, for the three months ended March 31, 2024 and 2023 was 24.2% and 26.5%, respectively.

Our effective tax rate for the three months ended March 31, 2024 reflected benefits from investments in renewable energy assets qualifying for tax credits under Section 48 of the Internal Revenue Code.

Net cash paid for income taxes was $7.8 million and $7.7 million for the three months ended March 31, 2024 and 2023, respectively.

Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2024 was 21.7% and 22.9%, respectively.

Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2023 was 26.3% and 26.4%, respectively.

Net cash paid for income taxes was $109.3 million and $88.0 million for the six months ended June 30, 2024 and 2023, respectively.

Our effective tax rate for the three and six months ended June 30, 2024 reflects a benefit of $32.6 million and $41.0 million, respectively, due to our investments in renewable energy assets qualifying for tax credits under Section 48 of the Internal Revenue Code.

For additional discussion and detail regarding our income taxes, see Note 8, Income Taxes , to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations.

Summarized financial information regarding our reportable segments for the three months ended March 31, 2024 and 2023 (in millions of dollars) follows.

Summarized financial information regarding our reportable segments for the three months ended June 30, 2024 and 2023 (in millions of dollars) follows.

For totals as well as further detail regarding our reportable segments and the adjustments used to calculate Adjusted EBITDA for each segment, see Note 12, Segment Reporting , of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Group 1 Group 2 Recycling & Waste Subtotal (1)

Group 1 Group 2 Recycling & Waste Subtotal (1) Group 3

(Environmental Solutions) Corporate entities and other Total

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Gross Revenue $ 2,090.8 $ 2,004.5 $ 4,095.3 $ 480.5 $ 87.4 $ 4,663.2

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Total Assets $ 13,659.3 $ 10,954.4 $ 24,613.7 $ 4,448.1 $ 2,872.3 $ 31,934.1

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Gross Revenue $ 1,933.7 $ 1,907.6 $ 3,841.3 $ 419.5 $ 60.6 $ 4,321.4

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(1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments.

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three months ended March 31, 2024 and 2023 are discussed below.

Adjusted EBITDA in Group 1 increased in aggregate dollars from $489.4 million for the three months ended March 31, 2023 to $558.8 million for the three months ended March 31, 2024.

The most significant items impacting adjusted EBITDA in Group 1 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 include:

• Net revenue for the three months ended March 31, 2024 increased 10.8% due to an increase in average yield in all lines of business and volume in our small-container collection and landfill lines of business.

The increase in landfill volume was attributable to an increase in special waste, solid waste and construction and demolition volumes.

Additionally, net revenue increased due the impact of the number of workdays during the three months ended March 31, 2024, as compared to the same period in 2023.

These increases were partially offset by volume declines in our large-container and residential collection and transfer lines of business.

Group 1 Group 2 Recycling & Waste Subtotal (1) Group 3

(Environmental Solutions) Corporate entities and other Total

Six Months Ended June 30, 2024

Gross Revenue $ 4,108.8 $ 3,917.7 $ 8,026.5 $ 909.5 $ 166.5 $ 9,102.5

Intercompany Revenue (615.1) (518.3) (1,133.4) (24.5) (34.8) (1,192.7)

Revenue allocations 62.5 58.3 120.8 10.9 (131.7) —

Net Revenue $ 3,556.2 $ 3,457.7 $ 7,013.9 $ 895.9 $ — $ 7,909.8

Adjusted EBITDA $ 1,149.2 $ 1,074.2 $ 2,223.4 $ 198.9 $ — $ 2,422.3

Capital Expenditures $ 318.1 $ 257.8 $ 575.9 $ 60.6 $ 281.4 $ 917.9

Total Assets $ 13,659.3 $ 10,954.4 $ 24,613.7 $ 4,448.1 $ 2,872.3 $ 31,934.1

Six Months Ended June 30, 2023

Gross Revenue $ 3,774.0 $ 3,725.9 $ 7,499.9 $ 840.6 $ 128.0 $ 8,468.5

Intercompany Revenue (586.5) (502.5) (1,089.0) (29.4) (43.1) (1,161.5)

Revenue allocations 45.6 43.9 89.5 (4.6) (84.9) —

Net Revenue $ 3,233.1 $ 3,267.3 $ 6,500.4 $ 806.6 $ — $ 7,307.0

Adjusted EBITDA $ 1,016.6 $ 964.3 $ 1,980.9 $ 175.3 $ — $ 2,156.2

Capital Expenditures $ 247.3 $ 241.8 $ 489.1 $ 38.2 $ 187.0 $ 714.3

Total Assets $ 13,024.0 $ 10,780.1 $ 23,804.1 $ 3,971.5 $ 2,047.7 $ 29,823.3

(1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments.

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three and six months ended June 30, 2024 and 2023 are discussed below.

Adjusted EBITDA in Group 1 increased from $527.1 million and $1,016.6 million for the three and six months ended June 30, 2023, respectively, to $590.3 million and $1,149.2 million for the three and six months ended June 30, 2024, respectively.

The most significant items impacting adjusted EBITDA in Group 1 during the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 include:

• Net revenue for the three months ended June 30, 2024 increased 9.2% due to an increase in average yield in all lines of business.

These increases were partially offset by decreased volume in the collection and landfill lines of business.

Net revenue for the six months ended June 30, 2024 increased 10.0% due to an increase in average yield in all lines of business.

These increases were partially offset by volume declines in our residential and large-container collection, landfill and transfer lines of business.

The decline in volume in our landfill line of business is primarily attributable to decreased special waste volumes, partially offset by increased solid waste volumes.

• Cost of operations increased due to an increase in labor costs and higher third-party maintenance costs due to inflationary pressures.

The unfavorable impact was partially offset by a decrease in fuel costs due to a decrease in average fuel price per gallon.

Adjusted EBITDA in Group 2 increased in aggregate dollars from $464.9 million for the three months ended March 31, 2023, to $519.0 million for the three months ended March 31, 2024.

The most significant items impacting adjusted EBITDA in Group 2 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 include:

• Net revenue for the three months ended March 31, 2024 increased 5.9% due to an increase in average yield in all lines of business.

These increases were partially offset by a decrease in volume in all lines of business.

Adjusted EBITDA in Group 2 increased from $499.2 million and $964.3 million for the three and six months ended June 30, 2023, respectively, to $555.2 million and $1,074.2 million for the three and six months ended June 30, 2024, respectively.

The most significant items impacting adjusted EBITDA in Group 2 during the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 include:

• Net Revenue for the three months ended June 30, 2024 increased 5.7% due to an increase in average yield in all lines of business as well as increased volume in our landfill line of business.

The increase in landfill volume was attributable to an increase in solid and special waste volumes, partially offset by declines in construction and demolition volumes.

Net Revenue for the six months ended June 30, 2024 increased 5.8% due to an increase in average yield in all lines of business.

The increase was partially offset by a decrease in volume in our residential, small-container, and large-container collection lines of business as well as our transfer and landfill lines of business.The decrease in landfill volumes was attributable to a decrease in special waste and construction and demolition volumes.

• Cost of operations increased due to an increase in labor costs and higher third-party maintenance costs due to inflationary pressures.

The unfavorable impact was partially offset by a decrease in fuel costs due to a decrease in average fuel price per gallon.

Adjusted EBITDA in Group 3 increased in aggregate dollars from $85.7 million for the three months ended March 31, 2023, to $86.7 million for the three months ended March 31, 2024.

The most significant items impacting adjusted EBITDA in Group 3 during the three months ended March 31, 2024 compared to the three months ended March 31, 2023 include:

• Net revenue for the three months ended March 31, 2024 increased in aggregate dollars due to acquisition-related growth partially offset by rig declines impacting upstream business, lower event volumes and remediation work, and fewer large-scale projects.

• Cost of operations decreased primarily due to a decrease in subcontract volumes .

Adjusted EBITDA in Group 3 increased from $89.8 million and $175.3 million for the three and six months ended June 30, 2023, respectively, to $112.3 million and $198.9 million for the three and six months ended June 30, 2024, respectively.

The most significant items impacting adjusted EBITDA in Group 3 during the three and six months ended June 30, 2024 compared to the three and six months ended June 30, 2023 include:

• Net revenue for both the three and six months ended June 30, 2024 increased due to acquisition-related growth and favorable pricing.

• Cost of operations increased primarily due to an increase in labor costs, partially offset by a decrease in subcontract volumes .

Landfill and Environmental Matters

Available Airspace

As of March 31, 2024 , we owned or operated 207 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards.

As of June 30, 2024 , we owned or operated 208 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards.

For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace:

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Net of Closures Airspace

Consumed Changes in Engineering Estimates Balance as of March 31, 2024

Consumed Changes in Engineering Estimates Balance as of June 30, 2024

Cubic yards (in millions):

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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.

As of March 31, 2024 , 15 of our landfills met all of our criteria for including their probable expansion airspace in their total available disposal capacity.

As of June 30, 2024 , 15 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 15 landfills have an estimated remaining average site life of 51 years, including probable expansion airspace.

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Property and Equipment

The following tables reflect the activity in our property and equipment accounts for the three months ended March 31, 2024:

The following tables reflect the activity in our property and equipment accounts for the six months ended June 30, 2024:

Gross Property and Equipment

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Transfers, Foreign Currency Translation

Adjustments Balance as of March 31, 2024

Adjustments Balance as of June 30, 2024

Land $ 878.1 $ 11.8 $ — $ 3.5 $ — $ — $ 2.3 $ 895.7

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Divestitures Adjustments

Obligations Impairments, Transfers, Foreign Currency Translation and Other Adjustments Balance as of March 31, 2024

Obligations Impairments, Transfers, Foreign Currency Translation and Other Adjustments Balance as of June 30, 2024

Landfill development costs $ (5,516.2) $ (247.2) $ — $ — $ (3.8) $ 0.1 $ (5,767.1)

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The following is a summary of our cash and cash equivalents and restricted cash and marketable securities balances as of:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Cash and cash equivalents $ 490.6 $ 140.0

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The following table summarizes our restricted cash and marketable securities:

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Capping, closure and post-closure obligations $ 42.8 $ 43.2

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Material Cash Requirements and Intended Uses of Cash

We expect existing cash, cash equivalents, restricted cash and marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

activities for at least the next 12 months and thereafter for the foreseeable future.

Our known current- and long-term uses of cash include, among other possible demands:

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We continue to invest in value-enhancing acquisitions in existing markets.

We expect to invest at least $500 million in acquisitions in 2024.

In 2024, we expect to invest up to $500 million in acquisitions, including an investment in a post-collection business.

Summary of Cash Flow Activity

The major components of changes in cash flows are discussed in the following paragraphs.

The following table summarizes our cash flow from operating activities, investing activities and financing activities for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31,

The following table summarizes our cash flow from operating activities, investing activities and financing activities for the six months ended June 30, 2024 and 2023:

Six Months Ended June 30,

Cash Provided by Operating Activities $ 1,910.9 $ 1,766.2

Cash Used in Investing Activities $ (1,112.7) $ (1,674.3)

Cash (Used in) Provided by Financing Activities $ (201.2) $ (42.0)

Cash Used in Financing Activities $ (434.6) $ (33.7)

Cash Flows Provided by Operating Activities

We use cash flows from operations to fund capital expenditures and leases, acquisitions, dividend payments, share repurchases, interest payments and repayments of debt and other long-term obligations, and payments for asset retirement obligations and environmental liabilities.

The most significant items affecting the comparison of our cash flows provided by operating activities for the three months ended March 31, 2024 and 2023 are summarized below.

Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $164.5 million during the three months ended March 31, 2024, compared to a decrease of $133.8 million during the same period in 2023, primarily as a result of the following:

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $1.1 million during the three months ended March 31, 2024 due to the timing of billings net of collections, compared to a $3.3 million increase in the same period in 2023.

As of March 31, 2024, our days sales outstanding were 41.5, or 30.4 days net of deferred revenue, compared to 42.9, or 31.0 days net of deferred revenue, as of March 31, 2023.

• Our prepaid expenses and other assets decreased $18.1 million during the three months ended March 31, 2024, compared to an $87.2 million decrease in the same period in 2023, primarily driven by a decrease of tax receivables

due to the timing of our estimated tax payments.

Cash paid for incomes taxes was $7.8 million and $7.7 million for the three months ended March 31, 2024 and 2023, respectively.

• Our accounts payable decreased $1.2 million during the three months ended March 31, 2024, compared to a $71.1 million decrease in the same period in 2023, due to the timing of payments.

• Cash paid for capping, closure and post-closure obligations was $8.9 million during the three months ended March 31, 2024, compared to $8.8 million in the same period in 2023.

• Cash paid for remediation obligations was $1.8 million lower during the three months ended March 31, 2024, compared to the same period in 2023.

• Our other liabilities decreased $161.6 million during the three months ended March 31, 2024, compared to a $126.2 million decrease in the same period in 2023, primarily due to the payment of incentive compensation accruals.

In addition, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swaps, was $117.8 million and $124.0 million for the three months ended March 31, 2024 and 2023, respectively.

The most significant items affecting the comparison of our cash flows provided by operating activities for the six months ended June 30, 2024 and 2023 are summarized below.

Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $109.9 million during the six months ended June 30, 2024, compared to an increase of $70.5 million during the same period in 2023, primarily as a result of the following:

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $69.4 million during the six months ended June 30, 2024 due to the timing of billings net of collections, compared to a $52.0 million increase in the same period in 2023.

As of June 30, 2024, our days sales outstanding were 40.9, or 30.2 days net of deferred revenue, compared to 42.5, or 31.1 days net of deferred revenue, as of June 30, 2023.

• Our prepaid expenses and other assets decreased $36.2 million during the six months ended June 30, 2024, compared to a $138.5 million decrease in the same period in 2023, primarily driven by a decrease of tax receivables due to the timing of our estimated tax payments and an increase in capitalized implementation costs for our cloud-based hosting arrangements.

Cash paid for incomes taxes was $109.3 million and $88.0 million for the six months ended June 30, 2024 and 2023, respectively.

• Our accounts payable increased $19.5 million during the six months ended June 30, 2024, compared to a $35.1 million increase in the same period in 2023, due to the timing of payments.

• Cash paid for capping, closure and post-closure obligations was $22.2 million during the six months ended June 30, 2024, compared to $24.5 million in the same period in 2023.

• Cash paid for remediation obligations was $5.5 million higher during the six months ended June 30, 2024, compared to the same period in 2023.

• Our other liabilities decreased $47.3 million during the six months ended June 30, 2024, compared to a $5.4 million decrease in the same period in 2023, primarily due to the payment of incentive compensation accruals.

In addition, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swaps, was $238.1 million and $203.6 million for the six months ended June 30, 2024 and 2023, respectively.

Cash Flows Used in Investing Activities

The most significant items affecting the comparison of our cash flows used in investing activities for the three months ended March 31, 2024 and 2023 are summarized below:

• Capital expenditures during the three months ended March 31, 2024 were $514.5 million, compared with $378.6 million for the same period in 2023.

• During the three months ended March 31, 2024 and 2023, we paid $166.3 million and $290.9 million, respectively, for acquisitions and investments.

The most significant items affecting the comparison of our cash flows used in investing activities for the six months ended June 30, 2024 and 2023 are summarized below:

• Capital expenditures during the six months ended June 30, 2024 were $917.9 million, compared with $714.3 million for the same period in 2023.

• During the six months ended June 30, 2024 and 2023, we paid $201.0 million and $987.7 million, respectively, for acquisitions and investments.

We intend to finance future 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.

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Cash Flows Used in Financing Activities

The most significant items affecting the comparison of our cash flows (used in) provided by financing activities for the three months ended March 31, 2024 and 2023 are summarized below:

• Net payments from notes payable and long-term debt and senior notes were $4.0 million during the three months ended March 31, 2024, compared to net proceeds of $129.6 million during the same period in 2023.

• Dividends paid were $168.3 million and $156.4 million during the three months ended March 31, 2024 and 2023, respectively.

The most significant items affecting the comparison of our cash flows (used in) provided by financing activities for the six months ended June 30, 2024 and 2023 are summarized below:

• During the six months ended June 30, 2024, we issued $900.0 million of senior notes for cash proceeds, net of discounts and fees, of $888.9 million.

During the six months ended June 30, 2023, we issued $1,200.0 million of senior notes for cash proceeds, net of discounts and fees, of $1,183.6 million.

Net payments from notes payable and long-term debt were $789.8 million during the six months ended June 30, 2024, compared to net payments of $885.7 million during the same period in 2023.

For a more detailed discussion, see the Financial Condition section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

• During the six months ended June 30, 2024, we repurchased 0.9 million shares of our stock for $167.6 million.

We did not repurchase any shares of our common stock during the same period in 2023.

• Dividends paid were $336.8 million and $313.0 million during the six months ended June 30, 2024 and 2023, respectively.

Financial Condition

Debt Obligations

As of March 31, 2024 , we had $1,431.9 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations.

All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of two tax-exempt financings each with an initial remarketing period of 10 years.

As of June 30, 2024 , we had $1,432.9 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations.

All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of three tax-exempt financings each with an initial remarketing period of 10 years.

The holders of the bonds can put them back to the remarketing agents at the end of each interest period.

If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us.

In the event of a failed remarketing, as of March 31, 2024 , we had availability under our Credit Facility to fund these bonds until they are remarketed successfully.

In the event of a failed re-borrowing under our commercial paper program, as of March 31, 2024 , we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully.

Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our consolidated balance sheet as of March 31, 2024 .

In the event of a failed remarketing, as of June 30, 2024 , we had availability under our Credit Facility to fund these bonds until they are remarketed successfully.

In the event of a failed re-borrowing under our commercial paper program, as of June 30, 2024 , we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully.

Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our consolidated balance sheet as of June 30, 2024 .

For further discussion of the components of our overall debt, see Note 7, Debt, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

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The Uncommitted Credit Facility may be terminated by either party at any time.

As of March 31, 2024, we had $24.2 million of

borrowings outstanding under our Uncommitted Credit Facility.

As of December 31, 2023, we had no borrowings outstanding under our Uncommitted Credit Facility.

As of both June 30, 2024 and December 31, 2023, we had no borrowings outstanding under our Uncommitted Credit Facility.

The Credit Facility

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Borrowings under the Credit Facility mature in August 2026.

As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions.

As permitted by the Credit Facility, we have the right to request two one-year

extensions of the maturity date, but none of the lenders are committed to participate in such extensions.

The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders.

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In February 2023, we entered into Amendment No.

1 to the Credit Facility to add our subsidiary, USE Canada Holdings, Inc.

(the Canadian Borrower), as an additional borrower under the Credit Facility, and provided that the aggregate of (i) all loans to the Canadian Borrower and (ii) all loans denominated in Canadian dollars cannot exceed $500.0 million (the Canadian Sublimit).

1 to the Credit Facility to add our subsidiary, USE Canada Holdings, Inc (the Canadian Borrower), as an additional borrower under the Credit Facility, and provided that the aggregate of (i) all loans to the Canadian Borrower and (ii) all loans denominated in Canadian dollars cannot exceed $500.0 million (the Canadian Sublimit).

In October 2023, we entered into Amendment No.

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The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.910% based on our Debt Ratings.

As of March 31, 2024 and December 31, 2023, C$220.6 million and C$201.5 million, respectively, were outstanding against the Canadian Sublimit.

The weighted average interest rate for borrowings outstanding as of March 31, 2024 was 6.225%.

As of June 30, 2024 and December 31, 2023, C$249.9 million and C$201.5 million, respectively, were outstanding against the Canadian Sublimit.

The weighted average interest rate for borrowings outstanding as of June 30, 2024 was 6.223%.

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.

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We may pay dividends and repurchase common stock if we are in compliance with these covenants.

We had $162.9 million and $297.1 million of borrowings outstanding under the Credit Facility as of March 31, 2024 and December 31, 2023, respectively.

We had $332.8 million and $336.5 million of letters of credit outstanding under our Credit Facility as of March 31, 2024 and December 31, 2023, respectively.

We also had $508.3 million and $495.3 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of March 31, 2024 and December 31, 2023, respectively.

As a result, availability under our Credit Facility was $2,495.3 million and $2,371.2 million as of March 31, 2024 and December 31, 2023, respectively.

We had $182.7 million and $297.1 million of borrowings outstanding under the Credit Facility as of June 30, 2024 and December 31, 2023, respectively.

We had $315.4 million and $336.5 million of letters of credit outstanding under our Credit Facility as of June 30, 2024 and December 31, 2023, respectively.

We also had $179.9 million and $495.3 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of June 30, 2024 and December 31, 2023, respectively.

As a result, availability under our Credit Facility was $2,821.9 million and $2,371.2 million as of June 30, 2024 and December 31, 2023, respectively.

Financial and Other Covenants

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The Credit Facility also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement.

As of March 31, 2024, our total debt to EBITDA ratio was approximately 2.8 compared to the 3.75 maximum allowed by the covenants.

As of March 31, 2024, we were in compliance with the covenants unde r our Credit Facility, and we exp ect to be in compliance throughout the remainder of 2024.

As of June 30, 2024, our total debt to EBITDA ratio was approximately 2.8 compared to the 3.75 maximum allowed by the covenants.

As of June 30, 2024, we were in compliance with the covenants unde r our Credit Facility, and we exp ect to be in compliance throughout the remainder of 2024.

EBITDA, which is a non-U.S.

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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 the Credit Facility for relief from the financial covenant or repay the debt with proceeds from the

issuance of new debt or equity, or asset sales, if necessary.

We would likely have to seek an amendment under the Credit Facility for relief from the financial covenant 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 the Credit Facility or raise sufficient capital to repay such obligations in the event the maturity is accelerated.

Term Loan Facility

On April 29, 2022, we entered into a $1.0 billion term loan facility (the Term Loan Facility).

The Term Loan Facility will mature on April 29, 2025 and bears interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings.

The weighted average interest rate for borrowings outstanding as of March 31, 2024 was 6.227%.

We may prepay, without penalty, all or any part of the borrowings under the Term Loan Facility at any time.

We had $500.0 million in borrowings outstanding under the Term Loan Facility as of both March 31, 2024 and December 31, 2023.

On April 29, 2022, we entered into a $1.0 billion term loan facility (the Term Loan Facility) which bears interest at a base rate or a forward-looking SOFR, plus an applicable margin based on our debt ratings.

We had $500.0 million of borrowings

outstanding under the Term Loan Facility as of December 31, 2023.

During the six months ended June 30, 2024, we paid down the remaining balance of the Term Loan Facility.

Commercial Paper Program

In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500.0 million outstanding at any one time (the Commercial Paper Cap).

In October 2023, the Commercial Paper Cap was increased to $1.5 billion.

The weighted average interest rate for borrowings outstanding as of March 31, 2024 was 5.483% with a weighted average maturity of 18 days.

We had $509.0 million and $496.0 million in aggregate principal amount of commercial paper issued and outstanding under the program as of March 31, 2024 and December 31, 2023, respectively.

We have entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $1.5 billion outstanding at any one time.

The weighted average interest rate for borrowings outstanding as of June 30, 2024 was 5.515% with a weighted average maturity of 24 days.

We had $180.0 million and $496.0 million in aggregate principal amount of commercial paper issued and outstanding under the program as of June 30, 2024 and December 31, 2023, respectively.

In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully.

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of March 31, 2024.

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of June 30, 2024.

Senior Notes and Debentures

In March 2023, we issued $400.0 million of 4.875% senior notes due 2029 (the Existing 2029 Notes) and $800.0 million of 5.000% senior notes due 2034 (the 2034 Notes, and together, the Notes).

We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

In March 2023, we issued $400.0 million of 4.875% senior notes due 2029 (the Existing 2029 Notes) and $800.0 million of 5.000% senior notes due 2034.

We used the proceeds from the March 2023 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

As a result of the Term Loan Facility repayment, we incurred a non-cash loss on the early extinguishment of debt related to the ratable portion of unamortized deferred issuance costs of $0.2 million.

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In December 2023, we also issued $650.0 million of 5.000% senior notes due 2033 (the 5.000% 2033 Notes).

The proceeds of the New 2029 Notes and the 2033 Notes were used for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

The proceeds of the December 2023 notes issuance were used for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.

In June 2024, we issued $400.0 million of 5.000% senior notes due 2029 (the 5.000% 2029 Notes) and $500.0 million of 5.200% senior notes due 2034, (the 5.200% 2034 Notes).

We used the proceeds from the June 2024 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under the Commercial Paper Program and the Credit Facility;

and repayment of the remaining amount outstanding under the Term Loan Facility and the Uncommitted Credit Facility.

Our senior notes and debentures are general unsecured and unsubordinated obligations and rank equally with our other unsecured obligations.

Interest is payable semi-annually.

Derivative Instruments and Hedging Relationships

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Tax-Exempt Financings

As of March 31, 2024 and December 31, 2023, we had $1,379.8 million and $1,280.6 million, respectively, of certain variable rate tax-exempt financings outstanding, with maturities ranging from 2024 to 2054 and from 2024 to 2053, respectively.

As of June 30, 2024 and December 31, 2023, we had $1,429.4 million and $1,280.6 million, respectively, of certain variable rate tax-exempt financings outstanding, with maturities ranging from 2024 to 2054 and from 2024 to 2053, respectively.

Finance Leases

As of March 31, 2024 and December 31, 2023, we had finance lease liabilities of $259.0 million and $251.3 million, respectively, with maturities ranging from 2024 to 2063 for both periods.

As of June 30, 2024 and December 31, 2023, we had finance lease liabilities of $276.5 million and $251.3 million, respectively, with maturities ranging from 2024 to 2063 for both periods.

Credit Ratings

Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings.

As of March 31, 2024, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc, respectively.

As of June 30, 2024, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc, respectively.

If our credit ratings were downgraded, especially any downgrade to below investment grade, our ability to access the debt markets with the same flexibility that we have experienced historically, our cost of funds and other terms for new debt issuances, could be adversely impacted.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis