What changed in this filing

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Item 1. Financial Statements

2025-10-31 compared with 2025-07-30 · 178 added, 131 removed, 763 unchanged (29% of the section changed)

3 unchanged sentences

(in millions, except per share data)

June 30, December 31,

September 30, December 31,

Current assets:

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(in millions, except per share data)

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

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

2025 2024 2025 2024

8 unchanged sentences

Interest expense ( 143 ) ( 138 ) ( 428 ) ( 406 )

Loss on extinguishment of debt — ( 2 ) — ( 2 )

Loss from unconsolidated equity method investments ( 57 ) ( 73 ) ( 72 ) ( 116 )

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(in millions)

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

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

2025 2024 2025 2024

Net income $ 550 $ 566 $ 1,595 $ 1,531

Other comprehensive income (loss), net of tax 3 ( 4 ) ( 2 ) 3

Other comprehensive loss, net of tax ( 3 ) ( 10 ) ( 5 ) ( 7 )

Comprehensive income 547 556 1,590 1,524

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313 3 1,801 10,455 ( 1 ) ( 181 ) ( 28 ) 2 12,052

Net income — — — 550 — — — — 550

Other comprehensive loss — — — — — — ( 3 ) — ( 3 )

Cash dividends declared — — — ( 194 ) — — — — ( 194 )

Issuances of common stock — — 5 — — ( 1 ) — — 4

Stock-based compensation — — 10 ( 1 ) — — — — 9

Purchase of common stock for treasury — — — — ( 2 ) ( 545 ) — — ( 545 )

Distributions paid — — — — — — — ( 1 ) ( 1 )

Balance as of September 30, 2025

313 $ 3 $ 1,816 $ 10,810 ( 3 ) $ ( 727 ) $ ( 31 ) $ 1 $ 11,872

Republic Services, Inc.

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321 3 2,932 9,061 ( 7 ) ( 982 ) ( 9 ) 1 11,006

Net income — — — 566 — — — — 566

Other comprehensive loss — — — — — — ( 10 ) — ( 10 )

Cash dividends declared — — — ( 182 ) — — — — ( 182 )

Issuances of common stock — — 4 — — — — — 4

Stock-based compensation — — 10 ( 1 ) — — — — 9

Purchase of common stock for treasury — — — — ( 1 ) ( 163 ) — — ( 163 )

Balance as of September 30, 2024

321 $ 3 $ 2,946 $ 9,444 ( 8 ) $ ( 1,145 ) $ ( 19 ) $ 1 $ 11,230

The accompanying notes are an integral part of these statements.

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(in millions)

Six Months Ended June 30

Nine Months Ended September 30

Cash provided by operating activities:

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Stock-based compensation 33 31

Deferred tax (benefit) provision ( 8 ) 48

Deferred tax provision 130 70

Provision for doubtful accounts, net of adjustments 27 20

Loss on extinguishment of debt — 2

Loss on disposition of assets and asset impairments, net — 6

17 unchanged sentences

Sales of restricted marketable securities 13 16

Other ( 17 ) ( 1 )

Cash used in investing activities ( 2,571 ) ( 1,749 )

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Cash dividends paid ( 544 ) ( 505 )

Distributions paid to non-controlling interests in consolidated subsidiary ( 1 ) —

Contingent consideration payments ( 9 ) ( 14 )

1 unchanged sentence

Effect of foreign exchange rate changes on cash 1 1

Increase in cash, cash equivalents, restricted cash and restricted cash equivalents 60 364

Increase (decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents 22 ( 22 )

Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 203 228

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Accounting Standards Updates Issued but not yet Adopted

Targeted Improvements to the Accounting for Internal-Use Software

In September 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software .

This guidance removes references to prescriptive and sequential development stages, requiring companies to capitalize internal-use software costs when management commits to funding the software project and it is probable the project will be completed.

The amendments are effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

Entities may apply the guidance using a prospective, retrospective or modified transition approach.

We are currently assessing the effect this guidance may have on our consolidated financial statements.

Measurement of Credit Losses for Accounts Receivable and Contract Assets

In July 2025, the Financial Accounting Standards Board issued Accounting Standard Update 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05), which simplifies the application of the current expected credit loss model for current accounts receivable and current contract assets under Topic 606.

In developing reasonable and supportable forecasts as part of estimating expected credit losses, the amendments in this update provide entities with a practical expedient that assumes that the current conditions as of the balance sheet date do not change for the remaining life of the asset.

The update is effective for fiscal years beginning after December 15, 2025 and interim reporting periods within those annual reporting periods.

We are currently assessing the effect this guidance may have on our consolidated financial statements.

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity

In May 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

In May 2025, the FASB issued Accounting Standard Update 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810):

Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (ASU 2025-03), revising guidance on identifying the accounting acquirer in business combinations involving variable interest entities (VIEs).

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The amendments in this update are effective for fiscal years beginning after December 15, 2024.

We are currently assessing the effect this guidance may have on our consolidated financial statements.

The Company will adopt ASU 2023-09 for its financial statements for the annual period ending December 31, 2025.

We do not expect the adoption of this ASU to have a material impact on our consolidated financial statements and will disclose the required additional information starting in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, to modify the disclosure or presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the SEC's requirements, and to align the requirements in the FASB accounting standard codification with the SEC's regulations.

The effective date for each topic's amendment will be the date on which the SEC's removal of the topic's related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

The Company is currently evaluating the amendments and the impact on its future consolidated financial statements.

Codification Amendments in Response to the

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

SEC’s Disclosure Update and Simplification Initiative, to modify the disclosure or presentation requirements of a variety of topics, which will allow users to more easily compare entities subject to the SEC's existing disclosures with those entities that were not previously subject to the SEC's requirements, and to align the requirements in the FASB accounting standard codification with the SEC's regulations.

The effective date for each topic's amendment is the date on which the SEC's removal of the topic's related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

We acquired various environmental services businesses during the six months ended June 30, 2025 and 2024.

We acquired various environmental services businesses during the nine months ended September 30, 2025 and 2024.

The aggregate purchase price paid for these business acquisitions and the allocations of the aggregate purchase price follows:

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Cash used in acquisitions, net of cash acquired of $ 7 and $ 1 , respectively

Fair value, future minimum finance lease payments

Total $ 996 $ 77

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Environmental remediation liabilities

Closure and post-closure liabilities

Operating right-of-use lease liabilities

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The preliminary allocation of purchase price, including the value of certain tangible and intangible assets acquired as well as environmental liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations.

For the acquisitions that closed during the six months ended June 30, 2025, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will not be deductible for tax purposes.

For the acquisitions that closed during the nine months ended September 30, 2025, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will not be deductible for tax purposes.

These acquisitions are not material to the Company's results of operations, individually or in the aggregate.

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Shamrock's operations are primarily located in the northeastern and southeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business.

We invest in non-controlling equity interests in certain limited liability companies that qualify for investment tax credits under Section 48 of the Internal Revenue Code.

We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value method.

In exchange for our non-controlling interests, we made capital contributions of $ 50 million and $ 91 million, which were recorded to other assets in our unaudited consolidated balance sheets during the six months ended June 30, 2025 and 2024, respectively .

During the three and six months ended June 30, 2025 , the carrying value of these investments was increased by $ 3 million and decreased by $ 5 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements .

During the three and six months ended June 30, 2024 , we decreased the carrying value of these investments by $ 33 million and $ 42 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements .

For further discussion of the income tax

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

We invest in non-controlling equity interests in certain limited liability companies that qualify for investment tax credits under Section 48 of the Internal Revenue Code.

We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value method.

In exchange for our non-controlling interests, we made capital contributions of $ 170 million and $ 236 million, which were recorded to other assets in our unaudited consolidated balance sheets during the nine months ended September 30, 2025 and 2024, respectively .

During the three and nine months ended September 30, 2025 , the carrying value of these investments was decreased by $ 50 million and $ 55 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements .

During the three and nine months ended September 30, 2024 , we decreased the carrying value of these investments by $ 75 million and $ 117 million, respectively, as a result of our share of income and loss pursuant to the terms of the limited liability company agreements .

For further discussion of the income tax benefits, refer to Note 11, Income Taxes, in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2024.

In 2024, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct renewable natural gas projects at certain of our landfill locations in Illinois.

As of June 30, 2025 and December 31, 2024 , our carrying value in the joint venture was $ 39 million and $ 35 million, respectively.

During the six months ended June 30, 2025 and 2024, we contributed $ 4 million and $ 31 million, respectively, into the joint venture.

As of September 30, 2025 and December 31, 2024 , our carrying value in the joint venture was $ 39 million and $ 35 million, respectively.

During the nine months ended September 30, 2025 and 2024, we contributed $ 5 million and $ 34 million, respectively, into the joint venture.

This investment is an unconsolidated VIE for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting.

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Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code.

As of June 30, 2025 and December 31, 2024 , our carrying value in the joint venture was approximately $ 270 million .

During the nine months ended September 30, 2025 , we contributed approximately $ 50 million into the joint venture.

As of September 30, 2025 and December 31, 2024 , our carrying value in the joint venture was approximately $ 310 million and $ 270 million, respectively .

The investment is accounted for under the equity method of accounting.

In 2022 , we acquired a non-controlling equity interest in Blue Polymers, LLC, a joint venture with Ravago, intended to help create vertical integration in the recycling market, and to further advance circularity by acquiring all olefins produced by the Company's Polymer Centers and produce custom blended pellets for food-grade and non-food-grade packaging.

As of June 30, 2025 and December 31, 2024 , our carrying value in the joint venture was $ 72 million and $ 55 million, respectively.

During the six months ended June 30, 2025 and 2024, we contributed $ 21 million and $ 14 million, respectively, into the joint venture.

As of September 30, 2025 and December 31, 2024 , our carrying value in the joint venture was $ 88 million and $ 55 million, respectively.

During the nine months ended September 30, 2025 and 2024, we contributed $ 40 million and $ 28 million, respectively, into the joint venture.

This investment is an unconsolidated VIE for which we do not have the power to direct the significant activities of the business, and it is accounted for under the equity method of accounting.

Our risk of loss is materially consistent with our contributions to-date.

These investments were recorded as other assets in our unaudited consolidated balance sheet as of June 30, 2025.

These investments were recorded as other assets in our unaudited consolidated balance sheet as of September 30, 2025.

Restructuring Charges

During the three and six months ended June 30, 2025 , we incurred restructuring charges of $ 6 million and $ 9 million , respectively, and during the three and six months ended June 30, 2024 , we incurred restructuring charges of $ 6 million and $ 12 million , respectively.

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 six months ended June 30, 2025 and 2024, we paid $ 7 million and $ 10 million, respectively, related to these restructuring efforts.

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

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

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Balance as of December 31, 2024

Acquisitions Divestitures Adjustments and Other Balance as of June 30, 2025

Acquisitions Divestitures Adjustments and Other Balance as of September 30, 2025

Group 1 $ 7,492 $ 68 $ — $ 11 $ 7,571

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Total $ 15,982 $ 702 $ ( 2 ) $ 17 $ 16,699

Adjustments to acquisitions during the six months ended June 30, 2025 primarily related to changes in our valuation of property and equipment acquired as a result of obtaining new information regarding the acquisitions that closed in 2024.

REPUBLIC SERVICES, INC.

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Acquisitions Adjustments

Balance as of June 30, 2025

Balance as of September 30, 2025

Balance as of December 31, 2024

Additions Charged to Expense Adjustments

Balance as of June 30, 2025

Other Intangible Assets, Net as of June 30, 2025

Balance as of September 30, 2025

Other Intangible Assets, Net as of September 30, 2025

Customer relationships

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Prepaid Expenses and Other Current Assets

A summary of prepaid expenses and other current assets as of June 30, 2025 and December 31, 2024 follows:

A summary of prepaid expenses and other current assets as of September 30, 2025 and December 31, 2024 follows:

Prepaid expenses $ 170 $ 127

Other non-trade receivables 146 96

Parts and supplies 103 98

Prepaid expenses 99 127

Prepaid fees for cloud-based hosting arrangements, current 31 27

Reinsurance receivable 30 30

Prepaid fees for cloud-based hosting arrangements, current 28 27

Income taxes receivable 14 124

Total $ 500 $ 511

A summary of other assets as of June 30, 2025 and December 31, 2024 follows:

A summary of other assets as of September 30, 2025 and December 31, 2024 follows:

Investments $ 824 $ 637

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Other Accrued Liabilities

A summary of other accrued liabilities as of June 30, 2025 and December 31, 2024 follows:

A summary of other accrued liabilities as of September 30, 2025 and December 31, 2024 follows:

Accrued payroll and benefits $ 334 $ 339

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Operating right-of-use lease liabilities, current 54 55

Accrued professional fees and legal settlement reserves 31 12

Ceded insurance reserves, current 30 30

Contingent purchase price and acquisition holdbacks 30 14

Accrued professional fees and legal settlement reserves 17 12

Other 141 119

1 unchanged sentence

Other Long-Term Liabilities

A summary of other long-term liabilities as of June 30, 2025 and December 31, 2024 follows:

A summary of other long-term liabilities as of September 30, 2025 and December 31, 2024 follows:

Operating right-of-use lease liabilities $ 178 $ 189

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LANDFILL AND ENVIRONMENTAL COSTS

As of June 30, 2025, we owned or operated 208 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards.

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.

Additionally, we had post-closure responsibility for 125 closed landfills.

Accrued Landfill and Environmental Costs

A summary of accrued landfill and environmental liabilities as of June 30, 2025 and December 31, 2024 follows:

A summary of accrued landfill and environmental liabilities as of September 30, 2025 and December 31, 2024 follows:

Landfill final capping, closure and post-closure liabilities $ 2,253 $ 2,144

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Final Capping, Closure and Post-Closure Costs

The following table summarizes the activity in our asset retirement obligation liabilities, which includes liabilities for final capping, closure and post-closure, for the six months ended June 30, 2025 and 2024:

The following table summarizes the activity in our asset retirement obligation liabilities, which includes liabilities for final capping, closure and post-closure, for the nine months ended September 30, 2025 and 2024:

Asset retirement obligation liabilities, beginning of year $ 2,144 $ 1,937

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It is reasonably possible that we will need to adjust the liabilities recorded for remediation to reflect the effects of new or additional information, to the extent such information impacts the costs, timing or duration of the required actions.

If we used the reasonably possible high ends of our ranges, our aggregate potential remediation liability as of June 30, 2025 would be approximately $ 274 million higher than the amount recorded.

If we used the reasonably possible high ends of our ranges, our aggregate potential remediation liability as of September 30, 2025 would be approximately $ 274 million higher than the amount recorded.

Future changes in our estimates of the cost, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

1 unchanged sentence

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes the activity in our environmental remediation liabilities for the six months ended June 30, 2025 and 2024:

The following table summarizes the activity in our environmental remediation liabilities for the nine months ended September 30, 2025 and 2024:

Environmental remediation liabilities, beginning of year $ 447 $ 485

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Bridgeton Landfill.

During the six months ended June 30, 2025, we paid $ 5 million related to management and monitoring of the remediation area for our closed Bridgeton Landfill in Missouri.

During the nine months ended September 30, 2025, we paid $ 7 million related to management and monitoring of the remediation area for our closed Bridgeton Landfill in Missouri.

We continue to work with state and federal regulatory agencies on our remediation efforts.

From time to time, this may require us to modify our future operating timeline and procedures, which could result in changes to our expected liability.

As of June 30, 2025, the remediation liability recorded for this site was $ 57 million, of which approximately $ 5 million is expected to be paid during the remainder of 2025.

As of September 30, 2025, the remediation liability recorded for this site was $ 55 million, of which approximately $ 4 million is expected to be paid during the remainder of 2025.

West Lake Landfill Superfund Site .

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The carrying value of our credit facilities, finance leases and long-term debt as of June 30, 2025 and December 31, 2024 is listed in the following table, and is adjusted for unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting.

The carrying value of our credit facilities, finance leases and long-term debt as of September 30, 2025 and December 31, 2024 is listed in the following table, and is adjusted for unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting.

Original issue discounts and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method.

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Maturity Interest Rate Principal Adjustments Carrying Value Principal Adjustments Carrying Value

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

As of June 30, 2025, we had $ 32 million of borrowings outstanding under our Uncommitted Credit Facility.

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

As of December 31, 2024, we had no borrowings outstanding under our Uncommitted Credit Facility.

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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 June 30, 2025 and December 31, 2024, C$ 213 million and C$ 232 million, respectively, were outstanding against the Canadian Sublimit.

As of September 30, 2025 and December 31, 2024, C$ 204 million and C$ 232 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 $ 156 million and $ 514 million of borrowings outstanding under the Credit Facility as of June 30, 2025 and December 31, 2024, respectively.

We had $ 322 million and $ 317 million of letters of credit outstanding under the Credit Facility as of June 30, 2025 and December 31, 2024, respectively.

We also had $ 318 million and $ 477 million of principal borrowings outstanding (net of related discount on issuance) under the commercial paper program as of June 30, 2025 and December 31, 2024, respectively.

As a result, availability under our Credit Facility was $ 2.7 billion and $ 2.2 billion as of June 30, 2025 and December 31, 2024, respectively.

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 the 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.

Commercial Paper Program

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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 June 30, 2025 is 4.568 % with a weighted average maturity of approximately 4 days.

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 $ 318 million and $ 477 million principal value of commercial paper issued and outstanding under the program as of June 30, 2025 and December 31, 2024, respectively.

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.

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 June 30, 2025 and December 31, 2024, respectively.

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

REPUBLIC SERVICES, INC.

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Tax-Exempt Financings

As of both June 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 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.

In June 2024, the Mission Economic Development Corporation issued, for our benefit, $ 50 million in principal amount of Solid Waste Disposal Revenue Bonds.

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

Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of June 30, 2025 and December 31, 2024.

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

Finance Leases and Other

As of June 30, 2025 and December 31, 2024, we had finance leases and other liabilities of $ 363 million and $ 315 million, respectively, with maturities ranging from 2025 to 2063 for both periods.

As of June 30, 2025, finance leases and other included $ 105 million related to the construction of an office building located in Phoenix, Arizona, which has been accounted for as a financing obligation.

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.

Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2025 was 23.6 % and 24.6 %, 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.

For the six months ended June 30, 2025 and 2024, net cash paid for income taxes was $ 150 million and $ 109 million, respectively.

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.

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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

We are evaluating the Act, and the total financial impact to the Company is unknown at this time.

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 have deferred tax assets related to state net operating loss carryforwards.

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When determining the need for a valuation allowance, we consider all positive and negative evidence, including recent financial results, scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies.

The realization of our deferred tax asset for state loss carryforwards ultimately depends upon the existence of sufficient taxable

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

income in the appropriate state taxing jurisdictions in future periods.

The realization of our deferred tax asset for state loss carryforwards ultimately depends upon the existence of sufficient taxable income in the appropriate state taxing jurisdictions in future periods.

The weight given to the positive and negative evidence is commensurate with the extent such evidence can be objectively verified.

We continue to regularly monitor both positive and negative evidence in determining the ongoing need for a valuation allowance.

As of June 30, 2025, the valuation allowance associated with our state loss carryforwards was $ 39 million.

As of September 30, 2025, the valuation allowance associated with our state loss carryforwards was $ 40 million.

We are subject to income tax in the United States and Canada, as well as multiple state jurisdictions.

Income tax in our foreign jurisdictions is not material for all years presented.

Income tax in our foreign jurisdictions is not material for all periods presented.

Our compliance with income tax rules and regulations is periodically audited by taxing authorities.

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However, a significant assessment against us in excess of the liabilities recorded could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

As of June 30, 2025, we are unable to estimate the resolution of our gross unrecognized benefits over the next 12 months.

As of September 30, 2025, we are unable to estimate the resolution of our gross unrecognized benefits over the next 12 months.

We recognize interest and penalties as incurred within the provision for income taxes in the consolidated statement of income.

As of June 30, 2025, we accrued a liability for penalties of $ 1 million and a liability for interest (including interest on penalties) of $ 6 million related to our uncertain tax positions.

STOCK REPURCHASES, DIVIDENDS AND EARNINGS PER SHARE

As of September 30, 2025, we accrued a liability for penalties of $ 1 million and a liability for interest (including interest on penalties) of $ 5 million related to our uncertain tax positions.

SHARE REPURCHASES, DIVIDENDS AND EARNINGS PER SHARE

Available Shares

1 unchanged sentence

2021 Stock Incentive Plan.

Stock Repurchases

Share Repurchases

In October 2023, our Board of Directors approved a $ 3.0 billion share repurchase authorization effective January 1, 2024 and extending through December 31, 2026.

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The share repurchase program may be extended, suspended or discontinued at any time.

Stock repurchase activity during the three and six months ended June 30, 2025 and 2024 follows (in millions, except per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

Share repurchase activity during the three and nine months ended September 30, 2025 and 2024 follows (in millions, except per share amounts):

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

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Weighted average cost per share $ 232.00 $ 194.14 $ 228.81 $ 189.93

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The average price paid per share, total repurchase costs and approximate maximum dollar value of the shares that may yet be purchased under the plans or programs exclude a 1% excise tax.

As of June 30, 2025 and 2024, there were no repurchased shares pending settlement.

As of June 30, 2025, the remaining authorized purchase capacity under our October 2023 repurchase program was $ 2.5 billion.

In April 2025, our Board of Directors approved a quarterly dividend of $ 0.580 per share.

Cash dividends declared were $ 363 million for the six months ended June 30, 2025.

As of June 30, 2025, we recorded a quarterly dividend payable of $ 182 million to shareholders of record at the close of business on July 2, 2025.

As of September 30, 2025, there were no repurchased shares pending settlement.

As of September 30, 2024, there were less than 0.1 million repurchased shares pending settlement, resulting in an associated $ 9 million of share repurchases unpaid and included within other accrued liabilities.

As of September 30, 2025, the remaining authorized purchase capacity under our October 2023 repurchase program was $ 1.9 billion.

In July 2025, our Board of Directors approved a quarterly dividend of $ 0.625 per share.

Cash dividends declared were $ 557 million for the nine months ended September 30, 2025.

As of September 30, 2025, we recorded a quarterly dividend payable of $ 194 million to shareholders of record at the close of business on October 2, 2025.

REPUBLIC SERVICES, INC.

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We use the treasury stock method in computing diluted earnings per share.

Earnings per share for the three and six months ended June 30, 2025 and 2024 are calculated as follows (in thousands, except per share amounts):

Three Months Ended June 30,

Six Months Ended June 30,

Earnings per share for the three and nine months ended September 30, 2025 and 2024 are calculated as follows (in thousands, except per share amounts):

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

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Diluted earnings per share $ 1.76 $ 1.80 $ 5.10 $ 4.86

During the three and six months ended June 30, 2025 and 2024, there were no antidilutive securities outstanding.

During the three and nine months ended September 30, 2025, there were less than 0.1 million antidilutive securities outstanding.

During the three and nine months ended September 30, 2024, there were no antidilutive securities outstanding.

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

A summary of changes in accumulated other comprehensive loss, net of tax, by component, for the six months ended June 30, 2025 follows:

A summary of changes in accumulated other comprehensive loss, net of tax, by component, for the nine months ended September 30, 2025 follows:

Cash Flow Hedges Defined Benefit Pension Items Foreign Currency Translation Total

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Net current period other comprehensive loss 1 — ( 6 ) ( 5 )

Balance as of June 30, 2025

Balance as of September 30, 2025

$ ( 12 ) $ — $ ( 19 ) $ ( 31 )

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

A summary of reclassifications out of accumulated other comprehensive loss for the three and six months ended June 30, 2025 and 2024 follows:

Three Months Ended June 30,

Six Months Ended June 30,

A summary of reclassifications out of accumulated other comprehensive loss for the three and nine months ended September 30, 2025 and 2024 follows:

Three Months Ended September 30,

Nine Months Ended September 30,

2025 2024 2025 2024

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

As of June 30, 2025 and December 31, 2024, our assets and liabilities that are measured at fair value on a recurring basis include the following:

June 30, 2025

As of September 30, 2025 and December 31, 2024, our assets and liabilities that are measured at fair value on a recurring basis include the following:

September 30, 2025

Carrying Amount Total Quoted

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Total liabilities $ 137 $ 137 $ — $ 72 $ 65

As of June 30, 2025 and December 31, 2024, the carrying value of our total debt was $ 13.0 billion and $ 12.7 billion, respectively, and the fair value of our total debt was $ 12.7 billion and $ 12.2 billion, respectively.

As of September 30, 2025 and December 31, 2024, the carrying value of our total debt was $ 13.3 billion and $ 12.7 billion, respectively, and the fair value of our total debt was $ 13.2 billion and $ 12.2 billion, respectively.

The estimated fair value of our fixed rate senior notes, debentures and certain tax-exempt financings is based on quoted market prices.

The fair value of our remaining notes payable, tax-exempt financings and borrowings under our credit facilities approximates the carrying value because the interest rates are variable.

The fair value estimates were based on Level 2 inputs of the fair value hierarchy as of June 30, 2025 and December 31, 2024.

The fair value estimates were based on Level 2 inputs of the fair value hierarchy as of September 30, 2025 and December 31, 2024.

See Note 7, Debt , for further information related to our debt.

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

Summarized financial information concerning our reportable segments for the three months ended June 30, 2025 and 2024 follows:

Summarized financial information concerning our reportable segments for the three months ended September 30, 2025 and 2024 follows:

Group 1 Group 2 Recycling & Waste Subtotal (1)

(Environmental Solutions) Corporate entities and other Total

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

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

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

SG&A 183 174 357 68 — 425

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

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

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

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

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

SG&A 174 166 340 67 — 407

Selling, general and administrative 173 167 340 66 — 406

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

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Summarized financial information concerning our reportable segments for the six months ended June 30, 2025 and 2024 follows:

Summarized financial information concerning our reportable segments for the nine months ended September 30, 2025 and 2024 follows:

Group 1 Group 2 Recycling & Waste Subtotal (1)

(Environmental Solutions) Corporate entities and other Total

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Gross revenue $ 6,439 $ 6,228 $ 12,667 $ 1,360 $ 273 $ 14,300

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Cost of operations 3,169 3,209 6,378 848 — 7,226

SG&A 369 342 711 141 — 852

Selling, general and administrative 553 512 1,065 209 — 1,274

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

Adjusted EBITDA $ 1,882 $ 1,843 $ 3,725 $ 287 $ — $ 4,012

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

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Gross revenue $ 6,083 $ 6,068 $ 12,151 $ 1,375 $ 258 $ 13,784

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Cost of operations 3,037 3,153 6,190 843 — 7,033

SG&A 348 336 684 138 — 822

Selling, general and administrative 523 502 1,025 202 — 1,227

Adjusted EBITDA $ 1,710 $ 1,700 $ 3,410 $ 316 $ — $ 3,726

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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.

As presented in the table below, Adjusted EBITDA reflects certain adjustments for losses from unconsolidated equity method investments, restructuring expenses, and loss (gain) on business divestitures and impairments, net.

This presentation is consistent with how our CODM reviews our results of operations to make resource allocation decisions.

Intercompany revenue reflects transactions within and between segments that generally are made on a basis intended to reflect the market value of such services.

Capital expenditures for Corporate entities and other for the three and six months ended June 30, 2025 largely included investments in our third polymer center as well as investments in our digital platforms.

Capital expenditures for Corporate entities and other for the three and six months ended June 30, 2024 primarily included vehicle inventory acquired but not yet assigned to operating locations and facilities.

Capital expenditures for Corporate entities and other for the three and nine months ended September 30, 2025 largely included investments in our digital platforms and our third polymer center.

Capital expenditures for Corporate entities and other for the three and nine months ended September 30, 2024 primarily included vehicle inventory acquired but not yet assigned to operating locations and facilities.

As presented in the table below, Adjusted EBITDA reflects certain adjustments for losses from unconsolidated equity method investments, loss on extinguishment of debt and other related costs, restructuring charges, loss (gain) on business divestitures and impairments, net, and labor disruption.

This presentation is consistent with how our CODM reviews our results of operations to make resource allocation decisions.

Other segment items consist of the impact from labor disruptions that we experienced in certain isolated markets during the three and nine months ended September 30, 2025.

A reconciliation of the Company's single measure of segment profitability (segment Adjusted EBITDA) to Income before income tax provision in the Consolidated Statements of Net Income is as follows:

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

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

2025 2024 2025 2024

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Loss from unconsolidated equity method investment 57 73 72 116

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

Restructuring charges 3 8 13 20

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

Labor disruption 56 — 56 —

Income before income taxes $ 645 $ 647 $ 2,030 $ 1,899

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

REVENUE AND CREDIT LOSSES

Our operations primarily consist of providing environmental services.

The following table disaggregates our revenue by service line for the three and six months ended June 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

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

The following table disaggregates 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

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Intercompany revenue reflects transactions within and between lines of business that generally are made on a basis intended to reflect the market value of such services.

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

See Note 12, Segment Reporting , for additional information regarding revenue by reportable segment.

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Environmental solutions revenue is primarily generated from the fees we charge for the collection, treatment, consolidation, disposal and recycling of hazardous and non-hazardous waste, field and industrial services, equipment rental, emergency response and standby services and in-plant services, such as transportation and logistics, including at our treatment, storage and disposal facilities (TSDF).

Activity for this service line varies across markets and reflects the regulatory environment, pricing and disposal alternatives available in any given market.

Activity for this service line varies across markets and reflects the regulatory environment, pricing

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

and disposal alternatives available in any given market.

Revenue recognized is variable in nature and primarily based on the volume and type of waste accepted or processed during the period.

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Depending on the nature of the contract, we may also generate revenue through the collection of fuel recovery fees and environmental fees which are designed to recover our internal costs of providing services to our customers.

Substantially all of the deferred revenue recognized as of December 31, 2024 was recognized as revenue during the six months ended June 30, 2025 when the service was performed.

Substantially all of the deferred revenue recognized as of December 31, 2024 was recognized as revenue during the nine months ended September 30, 2025 when the service was performed.

Deferred Contract Costs

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In addition, we recognize sales commissions that represent an incremental cost of the contract as other assets in our consolidated balance sheets, and we amortize the asset over the average life of the customer relationship.

For the periods ended June 30, 2025 and December 31, 2024, we recognized $ 81 million and $ 82 million, respectively, of deferred contract costs and capitalized sales commissions.

For the periods ended September 30, 2025 and December 31, 2024, we recognized $ 81 million and $ 82 million, respectively, of deferred contract costs and capitalized sales commissions.

Credit Losses

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We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables.

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table reflects the activity in our allowance for doubtful accounts for the six months ended June 30, 2025 and 2024:

The following table reflects the activity in our allowance for doubtful accounts for the nine months ended September 30, 2025 and 2024:

Balance at beginning of year $ 74 $ 83

9 unchanged sentences

As used herein, the term legal proceedings refers to litigation and similar claims against us and our subsidiaries, excluding:

(1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with insured employee health care costs, are discussed in Note 5, Other Liabilities;

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

5, Other Liabilities;

and (2) environmental remediation liabilities, which are discussed in Note 6, Landfill and Environmental Costs.

We accrue for legal proceedings when losses become probable and reasonably estimable.

We have recorded an aggregate accrual of approximately $ 16 million relating to our outstanding legal proceedings as of June 30, 2025.

As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses.

1 unchanged sentence

If we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range.

If we had used the high ends of such ranges, our aggregate potential liability would be approximately $ 7 million higher than the amount recorded as of June 30, 2025.

As of September 30, 2025, we estimate that the probable and reasonably estimable outcomes of any such legal proceedings, as well as the aggregate potential liability using reasonably possible high ends of our ranges, are immaterial to the Company's consolidated financial statements.

Multiemployer Pension Plans

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We accrue for such events when losses become probable and reasonably estimable.

REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

1 unchanged sentence

Beginning-of-period and end-of-period cash, cash equivalents, restricted cash and restricted cash equivalents as presented in the statement of cash flows is reconciled as follows:

June 30, 2025 December 31, 2024 June 30, 2024 December 31, 2023

September 30, 2025 December 31, 2024 September 30, 2024 December 31, 2023

Cash and cash equivalents $ 84 $ 74 $ 83 $ 140

4 unchanged sentences

The following table summarizes our restricted cash and marketable securities:

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Capping, closure and post-closure obligations $ 66 $ 59

7 unchanged sentences

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 1. Financial Statements