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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________________________________________

FORM 10-Q

_________________________________________________________

(Mark One)


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-14267

_________________________________________________________

REPUBLIC SERVICES, INC.

(Exact name of registrant as specified in its charter)

_________________________________________________________


Delaware		65-0716904
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

Registrant’s telephone number, including area code: (480) 627-2700

_________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	RSG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Smaller reporting company

☐

Non-accelerated filer

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of October 23, 2025, the registrant had outstanding 309,563,599 shares of Common Stock, par value $0.01 per share (excluding treasury shares of 4,017,787).

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REPUBLIC SERVICES, INC.

INDEX


PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024	3
	Unaudited Consolidated Statement of Income for the Three and Nine Months Ended September 30, 2025 and 2024	4
	Unaudited Consolidated Statement of Comprehensive Income for the Three and Nine Months Ended September 30, 2025 and 2024	5
	Unaudited Consolidated Statement of Stockholders' Equity for the Three and Nine Months Ended September 30, 2025 and 2024	6
	Unaudited Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2025, and 2024	8
	Notes to Unaudited Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	49

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds, and Issuer Purchases of Equity Securities	51
Item 3.	Defaults upon Senior Securities	51
Item 4.	Mine Safety Disclosures	51
Item 5.	Other Information	51
Item 6.	Exhibits	52
	Signatures	53

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

REPUBLIC SERVICES, INC.

CONSOLIDATED BALANCE SHEETS

(in millions, except per share data)


	September 30,		December 31,
	2025		2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	84	$	74
Accounts receivable, less allowance for doubtful accounts and other of $70 and $74, respectively	1,900		1,821
Prepaid expenses and other current assets	500		511

Total current assets	2,484		2,406
Restricted cash and marketable securities	225		208
Property and equipment, net	12,192		11,877
Goodwill	16,699		15,982
Other intangible assets, net	599		546
Other assets	1,590		1,383
Total assets	$	33,789	$	32,402
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,247	$	1,345
Notes payable and current maturities of long-term debt	921		862
Deferred revenue	504		485
Accrued landfill and environmental costs, current portion	145		159
Accrued interest	125		101
Other accrued liabilities	1,321		1,176
Total current liabilities	4,263		4,128
Long-term debt, net of current maturities	12,353		11,851
Accrued landfill and environmental costs, net of current portion	2,558		2,432
Deferred income taxes and other long-term tax liabilities, net	1,738		1,594
Insurance reserves, net of current portion	442		402
Other long-term liabilities	563		588
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $0.01 per share; 50 shares authorized; none issued	—		—
Common stock, par value $0.01 per share; 750 shares authorized; 313 and 313 issued including shares held in treasury, respectively	3		3
Additional paid-in capital	1,816		1,767
Retained earnings	10,810		9,774
Treasury stock, at cost; 3 and 1 shares, respectively	(727)		(113)
Accumulated other comprehensive loss, net of tax	(31)		(26)
Total Republic Services, Inc. stockholders’ equity	11,871		11,405
Non-controlling interests in consolidated subsidiary	1		2
Total stockholders’ equity	11,872		11,407
Total liabilities and stockholders’ equity	$	33,789	$	32,402

The accompanying notes are an integral part of these statements.

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REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	4,212	$	4,076	$	12,456	$	11,986
Expenses:
Cost of operations	2,463		2,367		7,226		7,033
Depreciation, depletion and amortization	459		422		1,356		1,234
Accretion	29		26		85		80
Selling, general and administrative	422		406		1,274		1,227

Loss (gain) on business divestitures and impairments, net	—		1		—		(1)
Restructuring charges	3		8		13		20
Operating income	836		846		2,502		2,393
Interest expense	(143)		(138)		(428)		(406)
Loss on extinguishment of debt	—		(2)		—		(2)
Loss from unconsolidated equity method investments	(57)		(73)		(72)		(116)
Interest income	2		4		6		7
Other income, net	7		10		22		23
Income before income taxes	645		647		2,030		1,899
Provision for income taxes	95		81		435		368
Net income	550		566		1,595		1,531
Net income attributable to non-controlling interests in consolidated subsidiary	—		—		—		—
Net income attributable to Republic Services, Inc.	$	550	$	566	$	1,595	$	1,531
Basic earnings per share attributable to Republic Services, Inc. stockholders:
Basic earnings per share	$	1.76	$	1.80	$	5.10	$	4.86
Weighted average common shares outstanding	311.7		314.0		312.6		314.7
Diluted earnings per share attributable to Republic Services, Inc. stockholders:
Diluted earnings per share	$	1.76	$	1.80	$	5.10	$	4.86
Weighted average common and common equivalent shares outstanding	312.0		314.4		312.9		315.1
Cash dividends per common share	$	0.625	$	0.580	$	1.785	$	1.650

The accompanying notes are an integral part of these statements.

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REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income	$	550	$	566	$	1,595	$	1,531











Other comprehensive loss, net of tax	(3)		(10)		(5)		(7)
Comprehensive income	547		556		1,590		1,524
Comprehensive income attributable to non-controlling interests	—		—		—		—
Comprehensive income attributable to Republic Services, Inc.	$	547	$	556	$	1,590	$	1,524

The accompanying notes are an integral part of these statements.

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REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)


	Republic Services, Inc. Stockholders’ Equity
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss, Net of Tax		Non-controlling Interests In Consolidated Subsidiary
	Shares	Amount						Shares	Amount						Total
Balance as of December 31, 2024	313	$	3	$	1,767	$	9,774	(1)	$	(113)	$	(26)	$	2	$	11,407

Net income	—	—		—		495		—	—		—		—		495
Other comprehensive loss	—	—		—		—		—	—		(5)		—		(5)
Cash dividends declared	—	—		—		(181)		—	—		—		—		(181)
Issuances of common stock	—	—		3		—		—	(22)		—		—		(19)
Stock-based compensation	—	—		14		(1)		—	—		—		—		13
Purchase of common stock for treasury	—	—		—		—		—	(45)		—		—		(45)

Balance as of March 31, 2025	313	3		1,784		10,087		(1)	(180)		(31)		2		11,665

Net income	—	—		—		550		—	—		—		—		550
Other comprehensive income	—	—		—		—		—	—		3		—		3
Cash dividends declared	—	—		—		(182)		—	—		—		—		(182)
Issuances of common stock	—	—		6		—		—	(1)		—		—		5
Stock-based compensation	—	—		11		—		—	—		—		—		11


Balance as of June 30, 2025	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

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	Republic Services, Inc. Stockholders’ Equity
	Common Stock			Additional Paid-In Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss, Net of Tax		Non-controlling Interests In Consolidated Subsidiary
	Shares	Amount						Shares	Amount						Total
Balance as of December 31, 2023	321	$	3	$	2,901	$	8,434	(6)	$	(784)	$	(12)	$	1	$	10,543

Net income	—	—		—		454		—	—		—		—		454
Other comprehensive income	—	—		—		—		—	—		7		—		7
Cash dividends declared	—	—		—		(169)		—	—		—		—		(169)
Issuances of common stock	—	—		3		—		—	(28)		—		—		(25)
Stock-based compensation	—	—		12		(1)		—	—		—		—		11


Balance as of March 31, 2024	321	3		2,916		8,718		(6)	(812)		(5)		1		10,821

Net income	—	—		—		512		—	—		—		—		512
Other comprehensive loss	—	—		—		—		—	—		(4)		—		(4)
Cash dividends declared	—	—		—		(168)		—	—		—		—		(168)
Issuances of common stock	—	—		5		—		—	(1)		—		—		4
Stock-based compensation	—	—		11		(1)		—	—		—		—		10
Purchase of common stock for treasury	—	—		—		—		(1)	(169)		—		—		(169)

Balance as of June 30, 2024	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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REPUBLIC SERVICES, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	Nine Months Ended September 30
	2025		2024
Cash provided by operating activities:
Net income	$	1,595	$	1,531
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion, amortization and accretion	1,442		1,314
Non-cash interest expense	57		54

Stock-based compensation	33		31
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


Loss from unconsolidated equity method investments	72		116

Other non-cash items	(6)		(11)
Change in assets and liabilities, net of effects from business acquisitions and divestitures:
Accounts receivable	(78)		(100)
Prepaid expenses and other assets	(93)		(59)
Accounts payable	23		(26)

Capping, closure and post-closure expenditures	(38)		(35)
Remediation expenditures	(31)		(45)
Other liabilities	182		22
Proceeds for retirement of certain hedging relationships	—		24
Cash provided by operating activities	3,315		2,914
Cash used in investing activities:
Purchases of property and equipment	(1,310)		(1,357)
Proceeds from sales of property and equipment	10		9
Cash used in acquisitions and investments, net of cash and restricted cash acquired	(1,259)		(400)
Cash received from business divestitures	7		2
Purchases of restricted marketable securities	(15)		(18)
Sales of restricted marketable securities	13		16
Other	(17)		(1)
Cash used in investing activities	(2,571)		(1,749)
Cash used in financing activities:
Proceeds from credit facilities and notes payable, net of fees	26,896		15,616
Proceeds from issuance of senior notes, net of discount and fees	1,183		889
Payments of credit facilities and notes payable	(27,639)		(16,835)


Issuances of common stock, net	(10)		(18)

Purchases of common stock for treasury	(599)		(321)
Cash dividends paid	(544)		(505)
Distributions paid to non-controlling interests in consolidated subsidiary	(1)		—
Contingent consideration payments	(9)		(14)
Cash used in financing activities	(723)		(1,188)
Effect of foreign exchange rate changes on cash	1		1
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
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period	$	225	$	206

The accompanying notes are an integral part of these statements.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

Republic Services, Inc., a Delaware corporation, and its consolidated subsidiaries (also referred to collectively as Republic, the Company, we, us, or our), is one of the largest providers of environmental services in the United States, as measured by revenue. Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3. Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada. These groups represent our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling, and disposal.

The unaudited consolidated financial statements include the accounts of Republic Services, Inc. and its wholly owned and majority owned subsidiaries in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). We account for investments in entities in which we do not have a controlling financial interest under the equity method of accounting or, for investments that do not meet the criteria to be accounted for under the equity method, we reflect these investments at their fair value when it is readily determinable. If fair value is not readily determinable, we use an alternative measurement approach. All material intercompany accounts and transactions have been eliminated in consolidation.

We have prepared these unaudited consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information related to our organization, significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments that, unless otherwise disclosed, are of a normal recurring nature and necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Operating results for interim periods are not necessarily indicative of the results you can expect for a full year. You should read these financial statements in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

For comparative purposes, certain prior year amounts have been reclassified to conform to the current year presentation and are not material to our consolidated financial statements. All dollar amounts in tabular presentations are in millions, except per share amounts and unless otherwise noted.

Management’s Estimates and Assumptions

In preparing our financial statements, we make numerous estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. We must make these estimates and assumptions because certain information we use is dependent on future events, cannot be calculated with a high degree of precision from data available or simply cannot be readily calculated based on generally accepted methodologies. In preparing our financial statements, the more critical and subjective areas that deal with the greatest amount of uncertainty relate to our accounting for our long-lived assets, including recoverability, landfill development costs and final capping, closure and post-closure costs; our liabilities for potential litigation, claims and assessments; our liabilities for environmental remediation, deferred taxes, and uncertain tax positions; and our estimates of the fair values of assets acquired and liabilities assumed in certain acquisitions. For more detail on significant accounting policies, refer to Note 2, Summary of Significant Accounting Policies, of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Our actual results may differ significantly from our estimates.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

New Accounting Pronouncements

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 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). In accordance with ASU 2025-03, when a reporting entity exchanges equity interests in a business combination, it must evaluate specific factors to determine the accounting acquirer, irrespective of the legal acquiree's classification as a VIE. This may lead to the conclusion that a VIE involves a reverse acquisition, treating the legal acquirer as the acquiree for accounting purposes. This update improves comparability with combinations including voting interest entities (VOEs) and will be effective for fiscal years starting after December 15, 2026.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 requires an entity to disclose the amount of purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. It also requires an entity to include certain amounts that are already required to be disclosed under GAAP in the same disclosure. Additionally, it requires an entity to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and to disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. An entity may apply the amendments prospectively for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its future consolidated financial statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. 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

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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.

2. BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGES

Acquisitions

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:


	2025		2024
Purchase price:
Cash used in acquisitions, net of cash acquired of $7 and $1, respectively	$	977	$	77

Holdbacks	18		—
Fair value, future minimum finance lease payments	1		—

Total	$	996	$	77
Allocated as follows:

Accounts receivable	$	28	$	4
Prepaid expenses	2		—

Property and equipment	180		30
Operating right-of-use lease assets	15		—


Other assets	3		—

Accounts payable	(5)		—
Deferred revenue	(1)		(1)
Environmental remediation liabilities	(12)		—
Closure and post-closure liabilities	(1)		—
Operating right-of-use lease liabilities	(15)		—
Deferred income tax liabilities	(16)		(1)
Other liabilities	(3)		(1)
Fair value of tangible assets acquired and liabilities assumed	175		31
Excess purchase price to be allocated	$	821	$	46
Excess purchase price allocated as follows:
Other intangible assets	$	119	$	14
Goodwill	702		32

Total allocated	$	821	$	46

Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. 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 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. As a result, no pro forma financial information is provided.

In February 2025, we acquired all of the issued and outstanding shares of COP Shamrock Parent, Inc. (Shamrock). Shamrock is a leading provider of industrial waste and wastewater treatment services. 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.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Investments

We invest in non-controlling equity interests in certain limited liability companies that qualify for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments under the equity method of accounting utilizing the Hypothetical Liquidation at Book Value 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 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. Our risk of loss is materially consistent with our contributions to-date.

In 2022, we acquired a non-controlling equity interest in a joint venture with a landfill gas-to-energy developer to construct renewable natural gas projects at our landfills across the United States. Certain of these investments qualified for investment tax credits under Section 48 of the Internal Revenue Code. 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 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 September 30, 2025.

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.

3. GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

A summary of the activity and balances in goodwill accounts by reporting segment follows:


	Balance as of December 31, 2024		Acquisitions		Divestitures		Adjustments and Other		Balance as of September 30, 2025
Group 1	$	7,492	$	68	$	—	$	11	$	7,571
Group 2	6,438		108		(1)		3		6,548
Group 3	2,052		526		(1)		3		2,580
Total	$	15,982	$	702	$	(2)	$	17	$	16,699

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Other Intangible Assets, Net

Other intangible assets, net, is primarily comprised of values assigned to customer relationships, which are amortized over periods ranging from 1 to 15 years. A summary of the activity and balances by intangible asset type follows:


	Gross Intangible Assets								Accumulated Amortization
	Balance as of December 31, 2024		Acquisitions		Adjustments and Other		Balance as of September 30, 2025		Balance as of December 31, 2024		Additions Charged to Expense		Adjustments and Other		Balance as of September 30, 2025		Other Intangible Assets, Net as of September 30, 2025
Customer relationships	$	690	$	118	$	—	$	808	$	(215)	$	(59)	$	—	$	(274)	$	534

Other intangible assets	91		1		(1)		91		(20)		(6)		—		(26)		65
Total	$	781	$	119	$	(1)	$	899	$	(235)	$	(65)	$	—	$	(300)	$	599

4. OTHER ASSETS

Prepaid Expenses and Other Current Assets

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


	2025		2024
Prepaid expenses	$	170	$	127
Other non-trade receivables	146		96
Parts and supplies	103		98
Reinsurance receivable	30		30
Prepaid fees for cloud-based hosting arrangements, current	28		27
Income taxes receivable	14		124
Other	9		9

Total	$	500	$	511

Other Assets

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


	2025		2024
Investments	$	824	$	637
Operating right-of-use lease assets	220		232
Prepaid fees and capitalized implementation costs for cloud-based hosting arrangements	149		123
Deferred compensation plan	140		125
Reinsurance receivable	89		86
Deferred contract costs and sales commissions	81		82
Derivative and hedging assets	36		55
Amounts recoverable for capping, closure and post-closure obligations	28		24
Other	23		19
Total	$	1,590	$	1,383

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

5. OTHER LIABILITIES

Other Accrued Liabilities

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


	2025		2024
Accrued payroll and benefits	$	334	$	339
Accrued fees and taxes	257		206
Insurance reserves, current	250		220
Accrued dividends	194		181
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
Other	141		119
Total	$	1,321	$	1,176

Other Long-Term Liabilities

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


	2025		2024
Operating right-of-use lease liabilities	$	178	$	189
Deferred compensation plan liability	129		120
Ceded insurance reserves	89		86
Contingent purchase price and acquisition holdbacks	59		60
Derivative and hedging liabilities	51		72
Withdrawal liability - multiemployer pension funds	19		19

Other	38		42
Total	$	563	$	588

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

6. LANDFILL AND ENVIRONMENTAL COSTS

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 September 30, 2025 and December 31, 2024 follows:


	2025		2024
Landfill final capping, closure and post-closure liabilities	$	2,253	$	2,144
Environmental remediation	450		447
Total accrued landfill and environmental costs	2,703		2,591
Less: current portion	(145)		(159)
Long-term portion	$	2,558	$	2,432

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 nine months ended September 30, 2025 and 2024:


	2025		2024
Asset retirement obligation liabilities, beginning of year	$	2,144	$	1,937
Non-cash additions	57		45
Acquisitions, net of divestitures and other adjustments	1		4
Asset retirement obligation adjustments	4		3
Payments	(38)		(35)
Accretion expense	85		80

Asset retirement obligation liabilities, end of period	2,253		2,034
Less: current portion	(85)		(78)
Long-term portion	$	2,168	$	1,956

We review annually, in the fourth quarter, and update as necessary, our estimates of asset retirement obligation liabilities. However, if there are significant changes in the facts and circumstances related to a site during the year, we will update our assumptions prospectively in the period that we know all the relevant facts and circumstances and make adjustments as appropriate.

Landfill Operating Expenses

In the normal course of business, we incur various operating costs associated with environmental compliance. These costs include, among other things, leachate treatment and disposal, methane gas and groundwater monitoring, systems maintenance, interim cap maintenance, costs associated with the application of daily cover materials, and the legal and administrative costs of ongoing environmental compliance. These costs are expensed as cost of operations in the periods in which they are incurred.

Environmental Remediation Liabilities

We accrue for remediation costs when they become probable and can be reasonably estimated. There can sometimes be a range of reasonable estimates of the costs associated with remediation of a site. In these cases, we use the amount within the range that constitutes our best estimate. If no amount within the range appears to be a better estimate than any other, we use the amount that is at the low end of such range. 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 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.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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


	2025		2024
Environmental remediation liabilities, beginning of year	$	447	$	485

Payments	(31)		(45)
Accretion expense (non-cash interest expense)	13		13
Acquisitions, net of divestitures and other adjustments	21		1
Environmental remediation liabilities, end of period	450		454
Less: current portion	(60)		(63)
Long-term portion	$	390	$	391

Bridgeton Landfill. 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 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. Our subsidiary Bridgeton Landfill, LLC is one of several currently designated Potentially Responsible Parties for the West Lake Landfill Superfund site (West Lake) in Missouri. On September 27, 2018, the United States Environmental Protection Agency (EPA) issued a Record of Decision Amendment for West Lake that includes a total undiscounted cost estimate of $229 million over a four to five year design and construction timeline. On March 11, 2019, the EPA issued special notice letters under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) to Bridgeton Landfill, LLC and the other currently designated Potentially Responsible Parties to initiate negotiations to implement the remedy. On January 17, 2025, the EPA issued an Explanation of Significant Differences (ESD) applying the prior Record of Decision Amendment to an increased number of acres at the site found to contain radiologically-impacted material. The ESD includes a revised undiscounted cost estimate of $392 million. At this time we are neither able to predict the final design of that remedy, nor estimate how much of the future response costs of the site our subsidiary may agree or be required to pay. During any subsequent administrative proceedings or litigation, our subsidiary will vigorously contest liability for the costs of remediating radiologically-impacted materials generated on behalf of the federal government during the Manhattan Project and delivered to the site by an Atomic Energy Commission licensee and its subcontractor. However, subsequent events related to remedy design, divisibility, or allocation may require us to modify our expected remediation liability.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7. DEBT

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.


		September 30, 2025						December 31, 2024
Maturity	Interest Rate	Principal		Adjustments		Carrying Value		Principal		Adjustments		Carrying Value
Credit facilities:
Uncommitted Credit Facility	Variable	$	68	$	—	$	68	$	—	$	—	$	—
The Credit Facility	Variable	147		—		147		514		—		514

Commercial Paper	Variable	598		—		598		477		—		477
Senior notes:

March 2025	3.200	—		—		—		500		—		500
November 2025	0.875	350		—		350		350		—		350
July 2026	2.900	500		(1)		499		500		(1)		499
November 2027	3.375	650		(1)		649		650		(2)		648
May 2028	3.950	800		(6)		794		800		(7)		793
April 2029	4.875	750		(5)		745		750		(6)		744
November 2029	5.000	400		(3)		397		400		(4)		396
March 2030	2.300	600		(3)		597		600		(4)		596
July 2030	4.750	500		(6)		494		—		—		—
February 2031	1.450	650		(5)		645		650		(5)		645
February 2032	1.750	750		(4)		746		750		(5)		745
March 2033	2.375	700		(5)		695		700		(6)		694
December 2033	5.000	650		(8)		642		650		(9)		641
April 2034	5.000	800		(9)		791		800		(10)		790
November 2034	5.200	500		(6)		494		500		(6)		494
March 2035	6.086	182		(10)		172		182		(11)		171
March 2035	5.150	700		(11)		689		—		—		—
March 2040	6.200	400		(3)		397		400		(3)		397
May 2041	5.700	386		(5)		381		386		(5)		381
March 2050	3.050	400		(7)		393		400		(7)		393
Debentures:
September 2035	7.400	148		(26)		122		148		(27)		121
Tax-exempt:
2026 - 2054	3.200 - 4.375	1,378		(9)		1,369		1,418		(9)		1,409
Finance leases and other:
2025 - 2063	1.726 - 9.750	400		—		400		315		—		315
Total Debt		$	13,407	$	(133)	13,274		$	12,840	$	(127)	12,713
Less: current portion						(921)						(862)
Long-term portion						$	12,353					$	11,851

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Credit Facilities

Uncommitted Credit Facility

In January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit, and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. 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 December 31, 2024, we had no borrowings outstanding under our Uncommitted Credit Facility.

The Credit Facility

In July 2024, we and our subsidiary, USE Canada Holdings, Inc. (the Canadian Borrower), entered into the Second Amended and Restated Credit Agreement (the Credit Facility), which amended and restated the unsecured revolving credit facility we entered into in August 2021. 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. 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.

All loans to the Canadian Borrower and all loans denominated in Canadian dollars cannot exceed $1.0 billion (the Canadian Sublimit). The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Facility.

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 Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. 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 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

In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper in an aggregate principal amount not to exceed $500 million outstanding at any one time (the Commercial Paper Cap). 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. 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 sheets as of September 30, 2025 and December 31, 2024, respectively.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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. We used the proceeds from the March 2025 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding on our Credit Facility and a portion of outstanding borrowings under the Commercial Paper Program.

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

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.

In June 2024, the Mission Economic Development Corporation issued, for our benefit, $50 million in principal amount of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within Texas.

In March 2024, 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, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California.

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 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 September 30, 2025 and December 31, 2024.

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.

8. INCOME TAXES

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.

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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, 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. We provide a partial valuation allowance due to uncertainty surrounding the future utilization of these carryforwards in the taxing jurisdictions where the loss carryforwards exist. 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 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 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 periods presented. Our compliance with income tax rules and regulations is periodically audited by taxing authorities. These authorities may challenge the positions taken in our tax filings. Thus, to provide for certain potential tax exposures, we maintain liabilities for uncertain tax positions for our estimate of the final outcome of these examinations. Our federal statute of limitations is closed through 2021, except for an acquired subsidiary for which the statute of limitations is closed through 2020. In addition, we are currently under state examination or administrative review in various jurisdictions for tax years 2013 through 2023.

We believe the recorded liabilities for uncertain tax positions are adequate. 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 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 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.

9. SHARE REPURCHASES, DIVIDENDS AND EARNINGS PER SHARE

Available Shares

We currently have approximately 10 million shares of common stock reserved for future grants under the Republic Services, Inc. 2021 Stock Incentive Plan.

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. Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws. While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. On a quarterly basis, our Board of Directors reviews the parameters around which we repurchase our shares. The share repurchase program may be extended, suspended or discontinued at any time.

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
Number of shares repurchased	2.3		0.8		2.6		1.7
Amount paid	$	539	$	153	$	594	$	321
Weighted average cost per share	$	232.00	$	194.14	$	228.81	$	189.93

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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 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.

Dividends

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.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Earnings per Share

Basic earnings per share is computed by dividing net income attributable to Republic Services, Inc. by the weighted average number of common shares (including vested but unissued restricted stock units and performance stock units) outstanding during the period. Diluted earnings per share is based on the combined weighted average number of common shares and common share equivalents outstanding, which include, where appropriate, the unvested restricted stock units (RSUs) and the unvested performance stock units (PSUs) at the expected attainment levels. We use the treasury stock method in computing diluted earnings per share.

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
Basic earnings per share:
Net income attributable to Republic Services, Inc.	$	549,672	$	565,669	$	1,594,573	$	1,530,999
Weighted average common shares outstanding	311,729		314,002		312,590		314,735
Basic earnings per share	$	1.76	$	1.80	$	5.10	$	4.86
Diluted earnings per share:
Net income attributable to Republic Services, Inc.	$	549,672	$	565,669	$	1,594,573	$	1,530,999
Weighted average common shares outstanding	311,729		314,002		312,590		314,735
Effect of dilutive securities:

Unvested RSU awards	86		130		99		123
Unvested PSU awards	196		239		195		291
Weighted average common and common equivalent shares outstanding	312,011		314,371		312,884		315,149
Diluted earnings per share	$	1.76	$	1.80	$	5.10	$	4.86

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.

10. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE LOSS BY COMPONENT

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
Balance as of December 31, 2024	$	(13)	$	—	$	(13)	$	(26)
Other comprehensive income (loss) before reclassifications	—		2		(6)		(4)
Amounts reclassified from accumulated other comprehensive loss	1		(2)		—		(1)
Net current period other comprehensive loss	1		—		(6)		(5)

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 nine months ended September 30, 2025 and 2024 follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Details about Accumulated Other Comprehensive Loss Components	Amount Reclassified from Accumulated Other Comprehensive Loss				Amount Reclassified from Accumulated Other Comprehensive Loss				Affected Line Item in the Statement where Net Income is Presented
Gain (loss) on cash flow hedges:


Terminated interest rate locks	$	—	$	(1)	$	(1)	$	(3)		Interest expense
2022 interest rate swap	—		—		—		14			Interest expense
Total before tax	—		(1)		(1)		11
Tax provision	—		—		—		(3)
Net of tax	—		(1)		(1)		8
Pension gains:
Pension settlement	—		8		2		8			Other income, net
Tax provision	—		(2)		—		(2)
Net of tax	—		6		2		6
Total income reclassified into earnings, net of tax	$	—	$	5	$	1	$	14

11. FINANCIAL INSTRUMENTS

Fair Value Measurements

In measuring fair values of assets and liabilities, we use valuation techniques that maximize the use of observable inputs (Level 1) and minimize the use of unobservable inputs (Level 3). We also use market data or assumptions that we believe market participants would use in pricing an asset or liability, including assumptions about risk when appropriate.

The carrying value for certain of our financial instruments, including cash, accounts receivable, current investments, accounts payable and certain other accrued liabilities, approximates fair value because of their short-term nature.

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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
			Fair Value
	Carrying Amount		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market mutual funds - restricted cash and marketable securities and other assets	$	70	$	70	$	70	$	—	$	—
Bonds and fixed income - restricted cash and marketable securities and other assets	96		96		—		96		—
Derivative and hedging assets - other assets	36		36		—		36		—
Total assets	$	202	$	202	$	70	$	132	$	—
Liabilities:
Derivative and hedging liabilities - other long-term liabilities	$	51	$	51	$	—	$	51	$	—
Contingent consideration - other accrued liabilities and other long-term liabilities	64		64		—		—		64
Total liabilities	$	115	$	115	$	—	$	51	$	64


	December 31, 2024
			Fair Value
	Carrying Amount		Total		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market mutual funds - restricted cash and marketable securities and other assets	$	62	$	62	$	62	$	—	$	—
Bonds and fixed income - restricted cash and marketable securities and other assets	90		90		—		90		—
Derivative and hedging assets - other assets	55		55		—		55		—
Total assets	$	207	$	207	$	62	$	145	$	—
Liabilities:
Derivative and hedging liabilities - other long-term liabilities	$	72	$	72	$	—	$	72	$	—
Contingent consideration - other accrued liabilities and other long-term liabilities	65		65		—		—		65
Total liabilities	$	137	$	137	$	—	$	72	$	65

Total Debt

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 September 30, 2025 and December 31, 2024. See Note 7, Debt, for further information related to our debt.

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12. SEGMENT REPORTING

Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3. Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada. These groups are presented below as our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling, and disposal.

Our chief operating decision maker (CODM) is Jon Vander Ark, President and Chief Executive Officer of Republic Services, Inc. Adjusted EBITDA is the single financial measure our CODM uses to evaluate segment profitability and returns, which informs resource allocation. For all segments, the CODM uses adjusted EBITDA to evaluate income generated from segment assets (return on invested capital). The CODM considers budget-to-actual variances and year-over-year growth on a monthly basis to assess the performance of each segment. 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 September 30, 2025 and 2024 follows:


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

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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)		Group 3 (Environmental Solutions)		Corporate entities and other		Total
Nine Months Ended September 30, 2025
Gross revenue	$	6,439	$	6,228	$	12,667	$	1,360	$	273	$	14,300
Intercompany revenue	(953)		(810)		(1,763)		(38)		(43)		(1,844)
Revenue allocations	107		101		208		22		(230)		—
Net revenue	5,593		5,519		11,112		1,344		—		12,456
Cost of operations	3,169		3,209		6,378		848		—		7,226
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
Capital expenditures	$	554	$	444	$	998	$	118	$	194	$	1,310
Total assets	$	14,207	$	11,495	$	25,702	$	5,140	$	2,947	$	33,789

Nine Months Ended September 30, 2024
Gross revenue	$	6,083	$	6,068	$	12,151	$	1,375	$	258	$	13,784
Intercompany revenue	(907)		(805)		(1,712)		(36)		(50)		(1,798)
Revenue allocations	94		92		186		22		(208)		—
Net revenue	5,270		5,355		10,625		1,361		—		11,986
Cost of operations	3,037		3,153		6,190		843		—		7,033
Selling, general and administrative	523		502		1,025		202		—		1,227

Adjusted EBITDA	$	1,710	$	1,700	$	3,410	$	316	$	—	$	3,726
Capital expenditures	$	554	$	426	$	980	$	92	$	285	$	1,357
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.

Corporate entities and other includes marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources and other administrative functions. National Accounts revenue included in Corporate entities and other represents the portion of revenue generated from nationwide and regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. 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.

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 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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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Group 1 Adjusted EBITDA	$	660	$	597	$	1,882	$	1,710
Group 2 Adjusted EBITDA	635		589		1,843		1,700
Group 3 Adjusted EBITDA	88		117		287		316
Total Adjusted EBITDA	1,383		1,303		4,012		3,726
Other income, net	(7)		(10)		(22)		(23)
Interest income	(2)		(4)		(6)		(7)
Interest expense	143		138		428		406
Depreciation, depletion and amortization	459		422		1,356		1,234
Accretion	29		26		85		80
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

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REPUBLIC SERVICES, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

13. 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 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
Collection:
Residential	$	754	17.9	%	$	740	18.1	%	$	2,249	18.0	%	$	2,196	18.3	%
Small-container	1,267		30.1		1,209		29.7		3,768		30.3		3,599		30.0
Large-container	797		18.9		775		19.0		2,330		18.7		2,278		19.0
Other	17		0.4		18		0.5		53		0.4		54		0.5
Total collection	2,835		67.3		2,742		67.3		8,400		67.4		8,127		67.8
Transfer	472				459				1,376				1,336
Less: intercompany	(248)				(247)				(741)				(733)
Transfer, net	224		5.3		212		5.2		635		5.1		603		5.0
Landfill	845				768				2,421				2,234
Less: intercompany	(329)				(315)				(968)				(937)
Landfill, net	516		12.3		453		11.1		1,453		11.7		1,297		10.8
Environmental solutions	449				480				1,393				1,408
Less: intercompany	(16)				(15)				(49)				(47)
Environmental solutions, net	433		10.3		465		11.4		1,344		10.8		1,361		11.4
Other:
Recycling processing and commodity sales	107		2.5		107		2.6		328		2.6		311		2.6
Other non-core	97		2.3		97		2.4		296		2.4		287		2.4
Total other	204		4.8		204		5.0		624		5.0		598		5.0
Total revenue	$	4,212	100.0	%	$	4,076	100.0	%	$	12,456	100.0	%	$	11,986	100.0	%

Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.

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.

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

Revenue Recognition

Our service obligations of a long-term nature, e.g., certain collection service contracts, are satisfied over time, and we recognize revenue based on the value provided to the customer during the period. The amount billed to the customer is based on variable elements such as the number of residential homes or businesses for which collection services are provided, the volume of material collected, treated, transported and disposed, and the nature of the material accepted. We do not disclose the value of unsatisfied performance obligations for these contracts as our right to consideration corresponds directly to the value provided to the customer for services completed to date and all future variable consideration is allocated to wholly unsatisfied performance obligations.

Additionally, certain elements of our long-term customer contracts are unknown upon entering into the contract, including the amount that will be billed in accordance with annual price escalation clauses, our fuel recovery fee program and commodity prices. The amount to be billed is often tied to changes in an underlying base index such as a consumer price index or a fuel or commodity index, and revenue can be recognized once the index is established for the period.

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

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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. For certain field and industrial services contracts, we have a right to consideration from our customers in an amount that corresponds directly with the value to the customer of the Company's performance completed to date. Therefore, we have applied the practical expedient to recognize revenue in the amount to which we have the right to invoice.

Deferred Revenue

The factors that impact the timing and amount of revenue recognized for each service line may vary based on the nature of the service performed. Generally, we recognize revenue at the time we perform a service. In the event that we bill for services in advance of performance, we recognize deferred revenue for the amount billed and subsequently recognize revenue at the time the service is provided. 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 nine months ended September 30, 2025 when the service was performed.

Deferred Contract Costs

We incur certain upfront payments to acquire customer contracts which are recognized as other assets in our consolidated balance sheet, and we amortize the asset over the respective contract life. 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 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

Accounts receivable represent receivables from customers for environmental services, including collection and processing of recyclable materials, collection, transfer, and disposal of solid waste, and environmental solutions. Our receivables are recorded when billed or when the related revenue is earned and represent claims against third parties that will be settled in cash. The carrying value of our receivables, net of the allowance for doubtful accounts and customer credits, represents their estimated net realizable value.

We establish an allowance for doubtful accounts based on various factors including the age of receivables outstanding, historical trends, economic conditions and other information. We also review outstanding balances on an account-specific basis based on the credit risk of the customer. We determined that all of our accounts receivable share similar risk characteristics. We monitor our credit exposure on an ongoing basis and assess whether assets in the pool continue to display similar risk characteristics. We perform ongoing credit evaluations of our customers, but generally do not require collateral to support customer receivables.

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


	2025		2024
Balance at beginning of year	$	74	$	83
Additions charged to expense	27		20
Accounts written-off	(31)		(28)
Balance at end of period	$	70	$	75

14. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

We are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or judgments against us, or settlements, which may impact earnings and cash flows for a particular period. Although we cannot predict the ultimate outcome of any legal matter with certainty, we do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows.

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

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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. 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. Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate. 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. 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

We participate in multiemployer pension plans that generally provide retirement benefits to participants of contributing employers. We do not administer these plans.

Under current law regarding multiemployer pension plans, our withdrawal (which we consider from time to time) or the mass withdrawal from any under-funded multiemployer pension plan (each, a Withdrawal Event) could require us to make payments to the plan for our proportionate share of the plan’s unfunded vested liabilities. During the course of operating our business, we incur Withdrawal Events regarding certain of the multiemployer pension plans in which we participate. We accrue for such events when losses become probable and reasonably estimable.

Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents

Restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. 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:


	September 30, 2025		December 31, 2024		September 30, 2024		December 31, 2023
Cash and cash equivalents	$	84	$	74	$	83	$	140
Restricted cash and marketable securities	225		208		203		164
Less: restricted marketable securities	(84)		(79)		(80)		(76)
Cash, cash equivalents, restricted cash and restricted cash equivalents	$	225	$	203	$	206	$	228

Our restricted cash and marketable securities include amounts pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits and relating to our final capping, closure and post-closure obligations at our landfills and restricted cash and marketable securities related to our insurance obligations.

The following table summarizes our restricted cash and marketable securities:


	September 30, 2025		December 31, 2024

Capping, closure and post-closure obligations	$	66	$	59
Insurance	159		149


Total restricted cash and marketable securities	$	225	$	208

Off-Balance Sheet Arrangements

We have no off-balance sheet debt or similar obligations, other than short-term operating leases and financial assurances, which are not classified as debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported financial position or results of operations. We have not guaranteed any third-party debt.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion in conjunction with the unaudited consolidated financial statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, you should refer to our audited consolidated financial statements and notes thereto and related Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking information about us that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as “guidance,” “expect,” “will,” “may,” “anticipate,” “plan,” “estimate,” “project,” “intend,” “should,” “can,” “likely,” “could,” “outlook” and similar expressions are intended to identify forward-looking statements. In particular, information appearing in this “Management's Discussion and Analysis of Financial Condition and Results of Operations” includes forward-looking statements. These statements include information about our plans, strategies, and expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, 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. 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, 2024, particularly under Part 1, Item 1A - Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Overview

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.

Table of Contents

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
Revenue	$	4,212	100.0	%	$	4,076	100.0	%	$	12,456	100.0	%	$	11,986	100.0	%
Expenses:
Cost of operations	2,463		58.5		2,367		58.0		7,226		58.0		7,033		58.7
Depreciation, depletion and amortization of property and equipment	406		9.6		383		9.4		1,210		9.7		1,122		9.4
Amortization of other intangible assets	22		0.5		18		0.4		65		0.5		54		0.4
Amortization of other assets	31		0.7		21		0.6		81		0.7		58		0.5
Accretion	29		0.7		26		0.7		85		0.7		80		0.7
Selling, general and administrative	422		10.0		406		10.0		1,274		10.2		1,227		10.2

Loss (gain) on business divestitures and impairments, net	—		—		1		—		—		—		(1)		—
Restructuring charges	3		0.1		8		0.1		13		0.1		20		0.1
Operating income	$	836	19.9	%	$	846	20.8	%	$	2,502	20.1	%	$	2,393	20.0	%

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 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. (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
							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	$	645	$	95	$	550	$	1.76	$	647	$	81	$	566	$	1.80
Loss on extinguishment of debt and other related costs	—		—		—		—		2		—		2		0.01
Restructuring charges	3		1		2		0.01		8		2		6		0.02
Labor disruption	56		14		42		0.13		—		—		—		—
Loss on business divestitures and impairments, net(2)	—		—		—		—		1		1		—		—
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

Table of Contents


	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(3)	—		—		—		—		(1)		—		(1)		—
Settlements and withdrawals on pension plans	—		—		—		—		(8)		(2)		(6)		(0.02)


Total adjustments	69		18		51		0.16		6		2		4		0.01
As adjusted	$	2,099	$	453	$	1,646	$	5.26	$	1,905	$	370	$	1,535	$	4.87

(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.

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. GAAP, provides an understanding of operational activities before the financial impact of certain items. We use these measures, and believe investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definitions of adjusted pre-tax income, adjusted tax impact, adjusted net income – Republic, and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies. Further information on these adjustments is included below.

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. 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.

Table of Contents

Results of Operations

Revenue

We generate revenue by providing environmental services to our customers, including the collection and processing of recyclable materials, the collection, treatment, consolidation, transfer and disposal of hazardous and non-hazardous waste and other environmental solutions. Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index. We generally provide small-container and large-container collection services to customers under contracts with terms up to three years. Our transfer stations and landfills generate revenue from disposal or tipping fees charged to third parties. Our recycling centers generate revenue from tipping fees charged to third parties and the sale of recycled commodities. Our revenue from environmental solutions is primarily generated by (1) fees we charge for the collection, treatment, transfer and disposal of hazardous and non-hazardous waste, (2) field and industrial services, (3) equipment rental, (4) emergency response and standby services, (5) in-plant services, such as transportation and logistics, including at our TSDFs and (6) in-plant services such as high-pressure cleaning, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries, chemical, steel and automotive plants and other governmental, commercial and industrial facilities. Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. The following table reflects our revenue by service line for the three 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
Collection:
Residential	$	754	17.9	%	$	740	18.1	%	$	2,249	18.0	%	$	2,196

REPUBLIC SERVICES, INC. 10-Q