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Item 2. Management’s Discussion and Analysis

2026-05-08 compared with 2025-10-31 · 166 added, 237 removed, 351 unchanged (53% of the section changed)

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Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not 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 impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States, as well as our dependence on large, long-term collection, transfer and disposal contracts.

Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States and Canada, as well as our dependence on large, long-term collection, transfer and disposal contracts.

More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Part 1, Item 1A - Risk Factors.

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

As of September 30, 2025, we operated across the United States and Canada through 373 collection operations, 254 transfer stations, 79 recycling centers, 209 active landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 15 deep injection wells and 2 polymer centers.

We are engaged in 81 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills as of September 30, 2025.

Revenue for the nine months ended September 30, 2025 increased by 3.9% to $12,456 million compared to $11,986 million for the same period in 2024.

This change in revenue is due to increases in average yield of 4.2% and increased revenue from acquisitions, net of divestitures of 1.3%.

These increases were partially offset by a decrease in volume of 0.4%, a decrease in fuel recovery fees of 0.2%, a decrease in environmental solutions revenue of 0.7%, and a decrease of 0.2% due to the number of workdays during the nine months ended September 30, 2025, as compared to the same period in 2024.

The following table summarizes our revenue, expenses and operating income for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

As of March 31, 2026, we operated across the United States and Canada through 381 collection operations, 258 transfer stations, 81 recycling centers, 209 active landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 15 deep injection wells, 10 industrial wastewater treatment facilities and 2 polymer centers.

We are engaged in 85 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 124 closed landfills as of March 31, 2026.

Revenue for the three months ended March 31, 2026 increased by 2.6% to $4,113 million compared to $4,009 million for the same period in 2025.

This change in revenue is due to increases in average yield of 3.4%, increased revenue from acquisitions, net of divestitures of 1.1% and increased fuel recovery fees of 0.2%.

These increases were partially offset by a decrease in environmental solutions revenue of 1.3% and a decrease in volume of 0.8%.

The following table summarizes our revenue, expenses and operating income for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

Revenue $ 4,113 100.0 % $ 4,009 100.0 %

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Selling, general and administrative 425 10.3 427 10.7

Loss (gain) on business divestitures and impairments, net — — 1 — — — (1) —

Restructuring charges 2 — 4 —

Gain on business divestitures and impairments, net (1) — (2) —

Operating income $ 830 20.2 % $ 804 20.1 %

Our pre-tax income was $645 million and $2,030 million for the three and nine months ended September 30, 2025, respectively, compared to $647 million and $1,899 million for the same periods in 2024, respectively.

Our pre-tax income was $656 million for the three months ended March 31, 2026, compared to $665 million for the same period in 2025.

Our net income attributable to Republic Services, Inc.

was $550 million and $1,595 million for the three and nine months ended September 30, 2025, or $1.76 and $5.10 per diluted share, respectively, compared to $566 million and $1,531 million, or $1.80 and $4.86 per diluted share, for the same periods in 2024, respectively.

During each of the three and nine months ended September 30, 2025 and 2024, 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 $525 million for the three months ended March 31, 2026, or $1.70 per diluted share, compared to $495 million, or $1.58 per diluted share, for the same period in 2025.

During each of the three months ended March 31, 2026 and 2025, 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 and nine months ended September 30, 2025 and 2024.

Three Months Ended September 30, 2025 Three Months Ended September 30, 2024

Three Months Ended March 31, 2026 Three Months Ended March 31, 2025

Diluted Diluted

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As reported $ 656 $ 131 $ 525 $ 1.70 $ 665 $ 170 $ 495 $ 1.58

Loss on extinguishment of debt and other related costs — — — — 2 — 2 0.01

Restructuring charges (2)

Labor disruption 56 14 42 0.13 — — — —

Loss on business divestitures and impairments, net (2)

2 — 2 — 4 1 3 0.01

Settlements and withdrawals on pension plans — — — — (8) (2) (6) (0.02)

Total adjustments 59 15 44 0.14 3 1 2 0.01

As adjusted $ 704 $ 110 $ 594 $ 1.90 $ 650 $ 82 $ 568 $ 1.81

Nine Months Ended September 30, 2025

Nine Months Ended September 30, 2024

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 $ 2,030 $ 435 $ 1,595 $ 5.10 $ 1,899 $ 368 $ 1,531 $ 4.86

Gain on extinguishment of debt and other related costs — — — — (5) (1) (4) (0.01)

Restructuring charges 13 4 9 0.03 20 5 15 0.04

Labor disruption 56 14 42 0.13 — — — —

Gain on business divestitures and impairments, net (2)

(1) — (1) — (2) — (2) (0.01)

Settlements and withdrawals on pension plans — — — — (8) (2) (6) (0.02)

Total adjustments 1 — 1 — 2 1 1 —

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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 September 30, 2024.

(3) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the nine months ended September 30, 2024.

(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three months ended March 31, 2026.

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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Restructuring charges.

During the three and nine months ended September 30, 2025, we incurred restructuring charges of $3 million and $13 million, respectively, and during the three and nine months ended September 30, 2024, we incurred restructuring charges of $8 million and $20 million , respectively.

The 2025 charges primarily related to the design and implementation of a new accounts receivable system.

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

During the nine months ended September 30, 2025 and 2024, we paid $10 million and $18 million, respectively, related to these restructuring efforts.

During the remainder of 2025, we expect to incur additional restructuring charges of approximately $3 million , primarily related to the design and implementation of a new accounts receivable system .

During the three months ended March 31, 2026 and 2025 , we incurred restructuring charges of $2 million and $4 million , respectively.

The charges related to the design and implementation of our new accounts receivable system.

During the three months ended March 31, 2026 and 2025, we paid $4 million and $3 million, respectively, related to these restructuring efforts.

During the remainder of 2026, we expect to incur additional restructuring charges of approximately $20 million, related primarily to the continuing design and implementation of our new accounts receivable system.

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

Labor disruption.

During the three and nine months ended September 30, 2025, we experienced labor disruptions in certain isolated markets.

The impact of these labor disruptions was $56 million during both the three and nine months ended September 30, 2025, including $16 million of customer credits and $40 million of cost of operations.

Gain on business divestitures and impairments, net.

During the three months ended March 31, 2026 and 2025, we recorded a net gain on business divestitures and impairments of $1 million and $2 million, respectively.

Results of Operations

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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 nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table reflects our revenue by service line for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

$ 747 18.2 % $ 743 18.6 %

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Total revenue $ 4,113 100.0 % $ 4,009 100.0 %

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Average yield 3.4 % 4.5 %

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Environmental solutions (1.3) 0.2

(0.4) — (0.1) —

Total internal growth 1.5 2.9

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Core price 5.7 % 6.1 %

(1) Other represents customer credits recognized in connection with recent labor disruptions.

Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage.

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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 and nine months ended September 30, 2025 and 2024:

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

As a % of Related Business 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 months ended March 31, 2026 and 2025:

Three Months Ended March 31,

As a % of Related Business

Core price 6.8 % 7.3 %

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Volume (1.0) % (1.5) %

During the three and nine months ended September 30, 2025, we experienced the following changes in our revenue as compared to the same periods in 2024:

• Average yield increased revenue by 4.0% and 4.2% for the three and nine months ended September 30, 2025, respectively, due to positive pricing changes in all lines of business.

• The fuel recovery fee program, which mitigates our exposure to changes in fuel prices, resulted in no change to revenue for the three months ended September 30, 2025, primarily due to the timing of implementing changes to the rates to reflect the increase in fuel prices compared to the same period in 2024.

The fuel recovery fee program decreased revenue by 0.2% for the nine months ended September 30, 2025, due to a decrease in fuel prices compared to the same period in 2024.

• Volume decreased revenue for the three and nine months ended September 30, 2025 by 0.3% and 0.4%, respectively, primarily due to a decrease in volume in our collection lines of business as well as a decrease in solid waste volumes in our landfill line of business.

The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity as well as adverse weather in January and February.

During the three months ended March 31, 2026, we experienced the following changes in our revenue as compared to the same period in 2025:

• Average yield increased revenue by 3.4% for the three months ended March 31, 2026 due to positive pricing changes in all lines of business.

• The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, increased revenue by 0.2% for the three months ended March 31, 2026, due to an increase in fuel prices compared to the same period in 2025.

• Volume decreased revenue by 0.8% during the three months ended March 31, 2026, primarily due to a decrease in volume in our collection lines of business.

The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity and certain manufacturing end markets.

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

The decrease in overall volume during the three and nine months ended September 30, 2025 was partially offset by an increase in construction and demolition and special waste volumes.

The increase was primarily related to Hurricane

Helene recovery efforts and the Los Angeles area wildfire remediation.

The increase in volume from these events increased revenue during the nine months ended September 30, 2025 by approximately $100 million.

• The impact of the number of workdays resulted in no change to revenue during the three months ended September 30, 2025, as compared to the same period in 2024.

Revenue decreased by 0.2% due to the impact of the number of workdays during the nine months ended September 30, 2025, as compared to the same period in 2024, which drove a decrease in volumes in our collection, landfill, and transfer lines of business.

• Recycling processing and commodity sales decreased revenue by 0.2% during the three months ended September 30, 2025, primarily due to a decrease in price for recycled commodities compared to the same period 2024.

This decrease was largely offset by increased volumes at the Las Vegas Polymer Center, the opening of the Indianapolis Polymer Center and reopening a recycling center on the west coast.

There was no change to revenue as a result of recycling processing and commodity sales during the nine months ended September 30, 2025, as compared to the same period in 2024.

The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and nine months ended September 30, 2025 was $126 and $143 per ton, respectively, compared to $177 and $168 per ton for the same periods in 2024, respectively.

The decrease in overall volume during the three months ended March 31, 2026 was partially offset by an increase in solid waste and special waste volumes in our landfill line of business.

The increase in overall landfill volumes was partially offset by a decline in construction and demolition volumes, which was primarily related to non-recurring Hurricane Helene recovery efforts in 2025.

• There was no net change to revenue as a result of recycling processing and commodity sales during the three months ended March 31, 2026.

For the three months ended March 31, 2026, volume increased at our Polymer Centers and from acquisitions.

The volume increase was offset by a decrease in overall commodity prices compared to the same

period in 2025.

The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three months ended March 31, 2026 was $120 per ton compared to $155 per ton for the same period in 2025.

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 $13 million.

• Environmental solutions decreased revenue by 1.4% and 0.7% during the three and nine months ended September 30, 2025, respectively, primarily due to a decline in manufacturing and emergency response activity as well as a decrease in event-based volumes into our landfills.

• Acquisitions, net of divestitures, increased revenue by 1.6% and 1.3% during the three and nine months ended September 30, 2025, respectively, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.

• Environmental solutions decreased revenue by 1.3% during the three months ended March 31, 2026, primarily due to a decline in emergency response activity.

• Acquisitions, net of divestitures, increased revenue by 1.1% during the three months ended March 31, 2026, 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 and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes the major components of our cost of operations for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

Labor and related benefits $ 831 20.2 % $ 818 20.4 %

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221 5.4 201 5.0

Subtotal 2,423 57.5 2,367 58.0 7,186 57.7 7,033 58.7

Labor disruption 40 1.0 — — 40 0.3 — —

Total cost of operations $ 2,366 57.5 % $ 2,314 57.7 %

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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 and nine months ended September 30, 2025 and 2024 are summarized below:

• Labor and related benefits increased in aggregate dollars for the nine months ended September 30, 2025 due to higher hourly and salaried wages as a result of annual merit increases.

Partially offsetting these increases was the impact of one less workday compared to the nine months ended September 30, 2024.

• Transfer and disposal costs decreased primarily due to a decrease in collection volumes.

During both the three and nine months ended September 30, 2025 and 2024, approximately 67% of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).

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

• Our fuel costs increased during the three months ended September 30, 2025 due to an increase in acquisition-related activity as well as the expiration of alternative fuel tax credits during the period.

Our fuel costs decreased during the nine months ended September 30, 2025, primarily due to a decrease in the average diesel fuel price per gallon.

The national average diesel fuel price per gallon for the three and nine months ended September 30, 2025 was $3.76 and $3.65, respectively, as compared to $3.69 and $3.83, respectively, for the same periods in 2024.

The most significant items impacting our cost of operations during the three months ended March 31, 2026 and 2025 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 as well as acquisition related growth, partially offset by lower collection volumes.

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

During the three months ended March 31, 2026 and 2025, approximately 68% and 67%, respectively, of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).

• Our fuel costs increased during the three months ended March 31, 2026, primarily due to an increase in the average diesel fuel price per gallon.

The national average diesel fuel price per gallon for the three months ended March 31, 2026 and 2025 was $4.12 and $3.63, respectively.

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 $26 million per year.

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At current participation rates, a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $42 million per year.

• Landfill operating costs increased primarily due to an increase in monitoring and maintenance costs on our gas and leachate extraction systems.

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

• Other costs of operations increased due to increased occupancy and facility related expenses as well as a favorable non-recurring insurance recovery recognized during the nine months ended September 30, 2024.

• During the three and nine months ended September 30, 2025, we experienced labor disruptions in certain isolated markets.

We incurred $40 million of cost of operations primarily as a result of an increase in labor and other cost of operations.

• Other costs of operations increased due to increased occupancy and facility related expenses as well as a favorable non-recurring insurance recovery recognized during 2025 that did not repeat in 2026.

Depreciation, Depletion and Amortization of Property and Equipment

The following table summarizes depreciation, depletion and amortization of property and equipment for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes depreciation, depletion and amortization of property and equipment for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

Depreciation and amortization of property and equipment

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$ 403 9.8 % $ 389 9.7 %

Depreciation and amortization of property and equipment increased for the three and nine months ended September 30, 2025, largely due to an increased investment in trucks and the supporting infrastructure as well as the addition of assets through acquisitions.

Landfill depletion and amortization expense increased for the three and nine months ended September 30, 2025 due to increased construction and demolition volumes related to the Hurricane Helene recovery efforts and increased special waste volumes attributable to the Los Angeles area wildfire remediation.

Landfill depletion and amortization expense also increased due to an increase in our overall average depletion rate.

Depreciation and amortization of property and equipment increased for the three months ended March 31, 2026, largely due to an increased investment in trucks and the supporting infrastructure as well as the addition of assets through acquisitions.

Landfill depletion and amortization expense decreased for the three months ended March 31, 2026, primarily due to recognition of certain favorable amortization adjustments related to our asset retirement obligations, partially offset by increased volumes and a higher overall depletion rate.

Amortization of Other Intangible Assets

Amortization of other intangible assets primarily relates to customer relationships.

Expenses for amortization of other intangible assets were $22 million and $65 million, or 0.5% of revenue, for the three and nine months ended September 30, 2025, respectively, compared to $18 million and $54 million, or 0.4% of revenue, for the same periods in 2024, respectively.

Expenses for amortization of other intangible assets were $23 million, or 0.6% of revenue, for the three months ended March 31, 2026, compared to $21 million, or 0.5% of revenue, for the same period in 2025.

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 $31 million and $81 million, or 0.7% of revenue, for the three and nine months ended September 30, 2025, respectively, compared to $21 million and $58 million, or 0.6% and 0.5% of revenue, for the same periods in 2024, respectively.

Expenses for amortization of other assets were $35 million, or 0.9% of revenue, for the three months ended March 31, 2026, compared to $24 million, or 0.6% of revenue, for the same period in 2025.

Accretion Expense

Accretion expense was $29 million and $85 million, or 0.7% of revenue, for the three and nine months ended September 30, 2025, respectively, compared to $26 million and $80 million, or 0.7% of revenue, for the same periods in 2024, respectively.

Accretion expense was $30 million, or 0.7% of revenue, for the three months ended March 31, 2026, compared to $28 million, or 0.7% of revenue, for the same period in 2025.

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 and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

The following table summarizes our selling, general and administrative expenses for the three months ended March 31, 2026 and 2025 (in millions of dollars and as a percentage of revenue):

Three Months Ended March 31,

Salaries and related benefits $ 301 7.3 % $ 293 7.3 %

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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 and nine months ended September 30, 2025 and 2024 are summarized below:

• Salaries and related benefits decreased for the three months ended September 30, 2025 primarily due to a decrease in management incentive compensation.

Salaries and related benefits increased in aggregate dollars for the nine months ended September 30, 2025 primarily due to higher wages and benefits resulting from annual merit increases, partially offset by a decrease in management incentive compensation.

• Other selling, general and administrative expenses increased during the three and nine months ended September 30, 2025 primarily due to an unfavorable legal settlement recognized during the period.

The most significant items affecting our selling, general and administrative expenses during the three months ended March 31, 2026 and 2025 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.

• Other selling, general and administrative expenses decreased during the three months ended March 31, 2026 primarily due to a favorable legal settlement recognized during the period.

Restructuring Charges

For a discussion of Restructuring Charges incurred during the three and nine months ended September 30, 2025 and 2024, 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 months ended March 31, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

Gain on business divestitures and impairments, net

For additional information on Gain on business divestitures and impairments, net incurred during the three months ended March 31, 2026 and 2025, 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 and nine months ended September 30, 2025 and 2024 (in millions of dollars):

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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, 2026 and 2025 (in millions of dollars):

Three Months Ended March 31,

Interest expense on debt

$ 126 $ 121 $ 378 $ 357

Non-cash interest 21 18

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Total interest expense $ 151 $ 140

Total interest expense for the three and nine months ended September 30, 2025 increased primarily due to a higher overall debt balance as well as higher interest rates on our debt compared to the same periods in 2024.

For the nine months ended September 30, 2025 and 2024, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swap, was $355 million and $345 million, respectively.

As of September 30, 2025, we had $1,941 million of principal floating rate debt.

Total interest expense for the three months ended March 31, 2026 increased primarily due to a higher overall debt balance, partially offset by lower interest rates on our debt compared to the same period in 2025.

For the three months ended March 31, 2026 and 2025, cash paid for interest was $117 million and $105 million, respectively.

As of March 31, 2026, we had $2.8 billion 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 $28 million.

Our effective tax rate, exclusive of non-controlling interests, for the three and nine months ended September 30, 2025 was 14.7% and 21.4%, respectively.

Our effective tax rate, exclusive of non-controlling interests, for the three and nine months ended September 30, 2024, was 12.5% and 19.4%, respectively.

Our effective tax rate for the three and nine months ended September 30, 2025 reflects a benefit of $65 million due to our investments in renewable energy assets, $8 million and $18 million, respectively, due to investments in renewable natural gas projects and commercial electric vehicles, and $9 million due to the realization of additional federal and state tax benefits, as well as adjustments to deferred taxes due to the completion of our 2024 tax returns.

Our effective tax rate for the three and nine months ended September 30, 2024 reflected a benefit of $81 million and $122 million, respectively, due to our investments in renewable energy assets qualifying for tax credits under Section 48 of the Internal Revenue Code, $6 million due to the realization of additional federal and state tax benefits, as well as adjustments to deferred taxes due to the completion of our 2023 tax returns.

For the nine months ended September 30, 2025 and 2024, net cash paid for income taxes was $166 million and $183 million, respectively.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act”) was signed into law.

The Act, among other things, implemented changes to the tax treatment relating to bonus depreciation, research and experimental expenditures and interest expense, and included phase-outs and restrictions on several clean energy tax incentives.

The Company does not expect the Act to have a material impact on our effective tax rate.

We expect to recognize approximately $80 million of cash tax benefit during the year ended December 31, 2025 as a result of changes to bonus depreciation.

Our effective tax rate, exclusive of non-controlling interests, for the three months ended March 31, 2026 and 2025 was 19.9% and 25.6%, respectively.

Our effective tax rate for the three months ended March 31, 2026 reflects a benefit of $37 million due to our investments in renewable energy assets and $3 million due to investments in renewable natural gas projects and electric vehicle infrastructure.

Our effective tax rate for the three months ended March 31, 2025 reflects a benefit of $2 million due to investments in renewable natural gas projects and commercial electric vehicles.

For the three months ended March 31, 2026 and 2025, net cash paid for income taxes was $4 million and $2 million, respectively.

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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Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.

overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate Adjusted EBITDA.

Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate Adjusted EBITDA.

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

Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation.

Summarized financial information regarding our reportable segments for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars) follows.

Summarized financial information regarding our reportable segments for the three months ended March 31, 2026 and 2025 (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 11, 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.

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(Environmental Solutions) Corporate entities and other Total

Three Months Ended September 30, 2025

Gross revenue $ 2,191 $ 2,108 $ 4,299 $ 440 $ 88 $ 4,827

Intercompany revenue (320) (274) (594) (13) (8) (615)

Revenue allocations 39 35 74 6 (80) —

Net revenue 1,910 1,869 3,779 433 — 4,212

Cost of operations 1,077 1,110 2,187 276 — 2,463

Selling, general and administrative 184 169 353 69 — 422

Other segment items (11) (45) (56) — — (56)

Adjusted EBITDA $ 660 $ 635 $ 1,295 $ 88 $ — $ 1,383

Capital expenditures $ 171 $ 171 $ 342 $ 45 $ 57 $ 444

Total assets $ 14,207 $ 11,495 $ 25,702 $ 5,140 $ 2,947 $ 33,789

Three Months Ended September 30, 2024

Gross revenue $ 2,071 $ 2,056 $ 4,127 $ 467 $ 86 $ 4,680

Intercompany revenue (304) (274) (578) (12) (14) (604)

Revenue allocations 31 31 62 10 (72) —

Net revenue 1,798 1,813 3,611 465 — 4,076

Cost of operations 1,028 1,057 2,085 282 — 2,367

Selling, general and administrative 173 167 340 66 — 406

Adjusted EBITDA $ 597 $ 589 $ 1,186 $ 117 $ — $ 1,303

Capital expenditures $ 244 $ 161 $ 405 $ 33 $ 16 $ 454

Total assets $ 13,515 $ 11,240 $ 24,755 $ 4,470 $ 2,589 $ 31,814

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

Group 1 Group 2 Recycling & Waste Subtotal (1)

(Environmental Solutions) Corporate entities and other Total

Nine Months Ended September 30, 2025

Three Months Ended March 31, 2026

Gross revenue $ 2,202 $ 1,995 $ 4,197 $ 407 $ 95 $ 4,699

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Selling, general and administrative 191 173 364 61 — 425

Other Segment Items (11) (45) (56) — — (56)

Adjusted EBITDA $ 669 $ 575 $ 1,244 $ 78 $ — $ 1,322

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Total assets $ 14,716 $ 11,646 $ 26,362 $ 5,241 $ 2,997 $ 34,600

Nine Months Ended September 30, 2024

Three Months Ended March 31, 2025

Gross revenue $ 2,064 $ 1,977 $ 4,041 $ 454 $ 98 $ 4,593

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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 and nine months ended September 30, 2025 and 2024 are discussed below.

Adjusted EBITDA in Group 1 increased from $597 million and $1,710 million for the three and nine months ended September 30, 2024, respectively, to $660 million and $1,882 million for the three and nine months ended September 30, 2025, respectively.

The most significant items impacting adjusted EBITDA in Group 1 during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 include:

• Net revenue for the three and nine months ended September 30, 2025 increased 6.2% and 6.1%, respectively, due to an increase in average yield in all lines of business and higher special waste volumes in our landfill line of business.

The increase in special waste volumes was primarily driven by the Los Angeles area wildfire remediation.

The increases were partially offset by decreased volume in our large-container and residential collection lines of business.

The decrease in volume was also negatively impacted by lower solid waste and construction and demolition volumes in our landfill line of business.

• Cost of operations increased primarily due to an increase in labor costs, equipment maintenance and insurance premiums.

Adjusted EBITDA in Group 2 increased from $589 million and $1,700 million for the three and nine months ended September 30, 2024, respectively, to $635 million and $1,843 million for the three and nine months ended September 30, 2025, respectively.

The most significant items impacting adjusted EBITDA in Group 2 during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 include:

• Net revenue for the three and nine months ended September 30, 2025 increased 3.1% and 3.0%, respectively, due to an increase in average yield in all lines of business and increased volumes in our landfill line of business.

The increase in volume in our landfill line of business was primarily due to increased construction and demolition volume related to the Hurricane Helene recovery efforts as well as increased special waste.

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three months ended March 31, 2026 and 2025 are discussed below.

Adjusted EBITDA in Group 1 increased from $598 million for the three months ended March 31, 2025 to $669 million for the three months ended March 31, 2026.

The most significant items impacting Adjusted EBITDA in Group 1 during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include:

• Net revenue for the three months ended March 31, 2026 increased 7.3% due to an increase in average yield in all lines of business.

Net revenue also increased due to higher special waste and solid waste volumes in our landfill line of business, as well as an increase in our small-container collection line of business.

The increases were partially offset by decreased volume in our residential collection line of business.

Construction and demolition volume also decreased in our landfill line of business.

• Cost of operations increased primarily due to an increase in labor costs and fuel costs.

Adjusted EBITDA in Group 2 decreased from $577 million for the three months ended March 31, 2025 to $575 million for the three months ended March 31, 2026.

The most significant items impacting Adjusted EBITDA in Group 2 during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include:

• Net revenue for the three months ended March 31, 2026 increased 1.0% due to an increase in average yield in all lines of business and increased special waste volumes in our landfill line of business.

These increases were partially offset by decreased volumes in our collection and transfer lines of business.

• Cost of operations increased primarily due to an increase in our insurance premiums.

Adjusted EBITDA in Group 3 decreased from $117 million for the three months ended September 30, 2024 to $88 million for the three months ended September 30, 2025.

Adjusted EBITDA in Group 3 decreased from $316 million for the nine months ended September 30, 2024 to $287 million for the nine months ended September 30, 2025.

The most significant items impacting adjusted EBITDA in Group 3 during the three and nine months ended September 30, 2025 compared to the three and nine months ended September 30, 2024 include:

• Net revenue for the three and nine months ended September 30, 2025 decreased primarily due to a decline in manufacturing and emergency response activity as well as a decrease in event-based volumes into our landfills, partially offset by acquisition related growth and price increases relative to the same respective periods in 2024.

• Cost of operations decreased for the three months ended September 30, 2025 primarily due to a decrease in subcontract costs partially offset by higher labor costs relative to the same respective period in 2024.

• Cost of operations increased for the nine months ended September 30, 2025 primarily due to an increase in labor costs partially offset by a decrease in subcontract costs relative to the same period in 2024.

Construction and demolition volume also decreased in our landfill line of business primarily related to non-recurring Hurricane Helene recovery efforts in 2025.

• Cost of operations increased primarily due to an increase in labor costs and fuel costs.

Adjusted EBITDA in Group 3 decreased from $93 million for the three months ended March 31, 2025 to $78 million for the three months ended March 31, 2026.

The most significant items impacting Adjusted EBITDA in Group 3 during the three months ended March 31, 2026 compared to the three months ended March 31, 2025 include:

• Net revenue for the three months ended March 31, 2026 decreased 9.8% primarily due to a decline in emergency response activity, partially offset by acquisition related growth and price increases relative to the same period in 2025.

• Cost of operations decreased for the three months ended March 31, 2026 primarily due to a decrease in subcontract costs relative to the same period in 2025.

Landfill and Environmental Matters

Available Airspace

As of September 30, 2025 , we owned or operated 209 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards.

As of March 31, 2026 , we owned or operated 209 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 September 30, 2025

Consumed Changes in Engineering Estimates Balance as of March 31, 2026

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 September 30, 2025 , 12 of our landfills met all of our criteria for including their probable expansion airspace in our total available disposal capacity.

As of March 31, 2026 , 14 of our landfills met all of our criteria for including their probable expansion airspace in our total available disposal capacity.

At projected annual volumes, these 14 landfills have an estimated remaining average site life of 31 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 nine months ended September 30, 2025:

The following tables reflect the activity in our property and equipment accounts for the three months ended March 31, 2026:

Gross Property and Equipment

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Transfers, Foreign Currency Translation

Adjustments Balance as of September 30, 2025

Adjustments Balance as of March 31, 2026

Land $ 1,016 $ 2 $ (1) $ 9 $ — $ — $ (1) $ 1,025

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Divestitures Adjustments

Obligations Impairments, Transfers, Foreign Currency Translation and Other Adjustments Balance as of September 30, 2025

Obligations Impairments, Transfers, Foreign Currency Translation and Other Adjustments Balance as of March 31, 2026

Landfill development costs $ (6,578) $ (131) $ — $ — $ 8 $ — $ (6,701)

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

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Cash and cash equivalents $ 118 $ 76

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The following table summarizes our restricted cash and marketable securities:

September 30, 2025 December 31, 2024

March 31, 2026 December 31, 2025

Financing proceeds $ 19 $ —

Capping, closure and post-closure obligations 69 67

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We may choose to voluntarily retire certain portions of our outstanding debt before their maturity dates using cash from operations or additional borrowings.

We may also explore opportunities in the capital markets to fund redemptions should market conditions be favorable.

Early extinguishment of debt will result in an impairment charge in the period in which the debt is repaid.

We may also explore opportunities in the capital markets to fund redemptions of our debt should market conditions be favorable.

Early extinguishment of debt will result in a loss in the period in which the debt is repaid.

The loss on early extinguishment of debt relates to premiums paid to effectuate the repurchase and the relative portion of unamortized note discounts and debt issue costs.

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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 nine months ended September 30, 2025 and 2024:

Nine Months Ended September 30,

The following table summarizes our cash flow from operating activities, investing activities and financing activities for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Cash provided by operating activities $ 1,227 $ 1,025

Cash used in investing activities $ (910) $ (1,288)

Cash Used in Financing Activities $ (723) $ (1,188)

Cash (used in) provided by financing activities $ (238) $ 284

Cash Flows Provided by Operating Activities

We use cash flows from operations to fund our operating activities, 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 nine months ended September 30, 2025 and 2024 are summarized below.

Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $35 million during the nine months ended September 30, 2025, compared to a decrease of $243 million during the same period in 2024, primarily as a result of the following:

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $78 million during the nine months ended September 30, 2025 due to the timing of billings net of collections, compared to a $100 million increase in the same period in 2024.

As of September 30, 2025, our days sales outstanding were 41.0, or 30.2 days net of deferred revenue, compared to 41.2, or 30.4 days net of deferred revenue, as of September 30, 2024.

• Our prepaid expenses and other assets increased $93 million during the nine months ended September 30, 2025, compared to a $59 million increase in the same period in 2024.

The increase in prepaid expenses and other assets during the nine months ended September 30, 2025 is primarily driven by an increase in costs associated with cloud-

based hosting arrangements and prepaid insurance premiums, partially offset by a decrease of income tax receivables due to the timing of our estimated tax payments.

• Our accounts payable increased $23 million during the nine months ended September 30, 2025, compared to a $26 million decrease in the same period in 2024, due to the timing of payments.

• Cash paid for capping, closure and post-closure obligations was $38 million during the nine months ended September 30, 2025, compared to $35 million in the same period in 2024.

• Cash paid for remediation obligations was $14 million lower during the nine months ended September 30, 2025, compared to the same period in 2024.

• Our other liabilities increased $182 million during the nine months ended September 30, 2025, compared to a $22 million increase in the same period in 2024, primarily due to the timing of payments for accrued payroll and an increase in insurance reserves.

In addition, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swaps, was $355 million and $345 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash paid for incomes taxes was $166 million and $183 million for the nine months ended September 30, 2025 and 2024, respectively.

The most significant items affecting the comparison of our cash flows provided by operating activities for the three months ended March 31, 2026 and 2025 are summarized below.

Changes in assets and liabilities, net of effects from business acquisitions and divestitures, increased our cash flow from operations by $83 million during the three months ended March 31, 2026, compared to an increase of $19 million during the same period in 2025, primarily as a result of the following:

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $25 million during the three months ended March 31, 2026 due to the timing of billings, net of collections, compared to an $18 million increase in the same period in 2025.

As of March 31, 2026, our days sales outstanding were 42.4, or 31.8 days net of deferred revenue, compared to 42.1, or 30.7 days net of deferred revenue, as of March 31, 2025.

• Our prepaid expenses and other assets decreased $49 million during the three months ended March 31, 2026, compared to a $90 million decrease in the same period in 2025.

The decrease in prepaid expenses and other assets during the three months ended March 31, 2026 is primarily driven by a decrease of tax receivables due to the timing of our estimated tax payments, partially offset by an increase in capitalized implementation costs for our cloud-based hosting arrangements.

The decrease in our tax receivable during the three months ended March 31, 2026 was favorably impacted by changes to the tax treatment of bonus depreciation resulting from the One Big Beautiful Bill Act that was signed into law in July 2025, as well as the timing of estimated benefits from investments in renewable energy assets qualifying for tax credits under Section 48 of the Internal Revenue Code, compared to the same period in 2025.

• Our accounts payable increased $49 million during the three months ended March 31, 2026, compared to a $42 million decrease in the same period in 2025, primarily due to the timing of payments.

• Cash paid for capping, closure and post-closure obligations was $9 million during the three months ended March 31, 2026, compared to $8 million in the same period in 2025.

• Cash paid for remediation obligations was $2 million higher during the three months ended March 31, 2026, compared to the same period in 2025.

• Our other liabilities increased $30 million during the three months ended March 31, 2026, compared to a $6 million increase in the same period in 2025, primarily due to a decrease in payment for certain incentive compensation accruals.

In addition, cash paid for interest was $117 million and $105 million for the three months ended March 31, 2026 and 2025, respectively.

Cash paid for incomes taxes was $4 million and $2 million for the three months ended March 31, 2026 and 2025, respectively.

Cash Flows Used in Investing Activities

The most significant items affecting the comparison of our cash flows used in investing activities for the nine months ended September 30, 2025 and 2024 are summarized below:

• Capital expenditures during the nine months ended September 30, 2025 were $1,310 million, compared with $1,357 million for the same period in 2024.

• During the nine months ended September 30, 2025 and 2024, we paid $1,259 million and $400 million, respectively, for acquisitions and investments.

The most significant items affecting the comparison of our cash flows used in investing activities for the three months ended March 31, 2026 and 2025 are summarized below:

• Capital expenditures during the three months ended March 31, 2026 were $476 million, compared with $459 million for the same period in 2025.

• During the three months ended March 31, 2026 and 2025, we paid $437 million and $834 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.

Cash Flows Used in Financing Activities

The most significant items affecting the comparison of our cash flows used in financing activities for the nine months ended September 30, 2025 and 2024 are summarized below:

• During the nine months ended September 30, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million.

During the nine months ended September 30, 2024, we issued $900 million of senior notes for cash proceeds, net of discounts and fees, of $889 million.

Net payments from notes payable and long-term debt were $743 million during the nine months ended September 30, 2025, compared to net payments of $1,219 million during the same period in 2024.

Cash Flows (Used in) Provided by 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, 2026 and 2025 are summarized below:

• Net proceeds from notes payable and long-term debt were $275 million during the three months ended March 31, 2026, compared to net payments of $646 million during the same period in 2025.

Additionally, during the three months ended March 31, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,186 million.

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 nine months ended September 30, 2025, we repurchased 2.6 million shares of our common stock for $599 million, which included the cash paid for excise tax on share repurchases, compared to repurchases of 1.7 million shares for $321 million during the same period in 2024.

• Dividends paid were $544 million and $505 million during the nine months ended September 30, 2025 and 2024, respectively.

• During the three months ended March 31, 2026, we repurchased 1.3 million shares of our common stock for $292 million compared to repurchases of 0.3 million shares for $55 million during the same period in 2025.

• Dividends paid were $193 million and $181 million during the three months ended March 31, 2026 and 2025, respectively.

Financial Condition

Debt Obligations

As of September 30, 2025 , we had $921 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations.

As of March 31, 2026 , we had $547 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 initial remarketing periods of 10 years.

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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 September 30, 2025 , we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully.

In the event of a failed re-borrowing under our commercial paper program, as of September 30, 2025 , 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 unaudited consolidated balance sheet as of September 30, 2025 .

In the event of a failed remarketing, as of March 31, 2026 , we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully.

In the event of a failed re-borrowing under our commercial paper program, as of March 31, 2026 , 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 unaudited consolidated balance sheet as of March 31, 2026 .

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 September 30, 2025, we had $68 million of borrowings outstanding under our Uncommitted Credit Facility.

As of March 31, 2026, we had $50 million of borrowings outstanding under our Uncommitted Credit Facility.

As of December 31, 2025, we had no borrowings outstanding under our Uncommitted Credit Facility.

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The total outstanding principal amount that we may borrow under the Credit Facility may not exceed the current aggregate lenders' commitments of $3.5 billion, and borrowings under the Credit Facility mature in July 2029.

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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Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.805% based on our Debt Ratings (all as defined in the Credit Facility agreement).

Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate, plus a current applicable margin of 0.805% based on our Debt Ratings.

As of September 30, 2025 and December 31, 2024, C$204 million and C$232 million, respectively, were outstanding against the Canadian Sublimit.

The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate (all as defined in the Credit Facility agreement) plus a current applicable margin of 0.805% based on our Debt Ratings.

As of March 31, 2026 and December 31, 2025, C$261 million and C$204 million, respectively, were outstanding against the Canadian Sublimit.

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 $147 million and $514 million of borrowings outstanding under the Credit Facility as of September 30, 2025 and December 31, 2024, respectively.

We had $320 million and $317 million of letters of credit outstanding under our Credit Facility as of September 30, 2025 and December 31, 2024, respectively.

We also had $598 million and $477 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of September 30, 2025 and December 31, 2024, respectively.

As a result, availability under our Credit Facility was $2.4 billion and $2.2 billion as of September 30, 2025 and December 31, 2024, respectively.

Financial and Other Covenants

We had $188 million and $425 million outstanding under the Credit Facility as of March 31, 2026 and December 31, 2025, respectively.

We had $315 million and $319 million of letters of credit outstanding under the Credit Facility as of March 31, 2026 and December 31, 2025, respectively.

We also had $1.4 billion and $1.0 billion of principal borrowings outstanding under

our commercial paper program as of March 31, 2026 and December 31, 2025, respectively.

As a result, availability under the Credit Facility was $1.6 billion and $1.8 billion as of March 31, 2026 and December 31, 2025, respectively.

Credit Facility Financial and Other Covenants

The Credit Facility requires us to comply with 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 September 30, 2025, our total debt to EBITDA ratio was approximately 2.5 compared to the 3.75 maximum allowed.

As of September 30, 2025, we were in compliance with all other covenants unde r our Credit Facility .

As of March 31, 2026, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed.

As of March 31, 2026, we were in compliance with all other covenants unde r our Credit Facility .

EBITDA, which is a non-U.S.

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In August 2022, the Commercial Paper Cap was increased to $1.0 billion, and in October 2023, was increased to $1.5 billion.

The weighted average interest rate for borrowings outstanding as of September 30, 2025 is 4.249% with a weighted average maturity of approximately 8 days.

The weighted average interest rate for borrowings outstanding as of December 31, 2024 is 4.646% with a weighted average maturity of approximately 18 days.

We had $598 million and $477 million principal value of commercial paper issued and outstanding under the program as of September 30, 2025 and December 31, 2024, respectively.

The weighted average interest rate for borrowings outstanding as of March 31, 2026 was 4.069%.

The weighted average interest rate for borrowings outstanding as of December 31, 2025 was 4.044%.

We had $1.4 billion and $1.0 billion principal value of commercial paper issued and outstanding under the program as of March 31, 2026 and December 31, 2025, respectively.

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

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of September 30, 2025 and December 31, 2024, respectively.

Accordingly, we have classified these borrowings as long-term in our consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.

Senior Notes and Debentures

In June 2024, we issued $400 million of 5.000% senior notes due 2029 and $500 million of 5.200% senior notes due 2034.

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 Uncommitted Credit Facility and certain debt obligations.

In March 2025, we issued $500 million of 4.750% senior notes due 2030 and $700 million of 5.150% senior notes due 2035.

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Tax-Exempt Financings

As of both September 30, 2025 and December 31, 2024, we had $1.4 billion of tax-exempt financings outstanding, with maturities ranging from 2026 to 2054 for both periods.

As of both March 31, 2026 and December 31, 2025, we had $1.4 billion of tax-exempt financings outstanding with maturities ranging from 2026 to 2056 and 2026 to 2054, respectively.

In March 2026, the California Municipal Finance Authority issued, for our benefit, $100 million in principal amount of Solid Waste Disposal Revenue Bonds.

The proceeds from the issuance, after deferred issuance costs, will be used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California, of which $81 million had been incurred and reimbursed to us as of March 31, 2026.

As of March 31, 2026, we had $292 million of restricted cash and marketable securities, of which $19 million represented proceeds from the issuance of the tax-exempt bonds.

We have $250 million of tax-exempt financings that have an initial remarketing period of 10 years.

Our remaining tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield.

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

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

In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully.

Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Finance Leases and Other

As of September 30, 2025 and December 31, 2024, we had finance leases and other liabilities of $400 million and $315 million, respectively, with maturities ranging from 2025 to 2063 for both periods.

In our unaudited consolidated balance sheet as of September 30, 2025, finance leases and other included $120 million related to the construction of an office building located in Phoenix, Arizona, which has been accounted for as a financing obligation.

The amount is recorded within long-term debt, net of current maturities.

As of March 31, 2026 and December 31, 2025, we had finance leases and other liabilities of $443 million and $441 million, respectively, with maturities ranging from 2026 to 2063 for both periods, respectively.

As of March 31, 2026 and December 31, 2025, finance leases and other included $154 million and $148 million, respectively, related to construction costs for our corporate office building located in Phoenix, Arizona, which has been accounted for as a financing obligation.

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 September 30, 2025, our credit ratings were A-, A3 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc, respectively.

As of March 31, 2026, our credit ratings were A- by Standard & Poor's Ratings Services, A- by Fitch Ratings, Inc.

and A3 by Moody’s Investors Service, Inc.

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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What changed 10-Q

Item 2. Management’s Discussion and Analysis