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 increasing interest rates, impacts from international trade restrictions, tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, 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 March 31, 2025, we operated across the United States and Canada through 369 collection operations, 251 transfer stations, 77 recycling centers, 208 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 80 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 124 closed landfills as of March 31, 2025.

Revenue for the three months ended March 31, 2025 increased by 3.8% to $4,009 million compared to $3,862 million for the same period in 2024. This change in revenue is due to increases in average yield of 4.5%, increased revenue from acquisitions, net of divestitures of 0.9%, an increase in recycling processing and commodity sales of 0.3% and an increase in environmental solutions revenue of 0.2%. These increases were partially offset by a decrease in volume of 1.2%, a decrease in fuel recovery fees of 0.4% and a decrease of 0.5% due to the number of workdays during the three months ended March 31, 2025, as compared to the same period in 2024.

The following table summarizes our revenue, expenses and operating income for the three months ended March 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

			Three Months Ended March 31,
			2025												2024
Revenue			$	4,009					100.0		%				$	3,862					100.0		%
Expenses:
Cost of operations			2,314						57.7						2,283						59.1
Depreciation, amortization and depletion of property and equipment			389						9.7						364						9.4
Amortization of other intangible assets			21						0.5						18						0.5
Amortization of other assets			24						0.6						17						0.4
Accretion			28						0.7						27						0.7
Selling, general and administrative			427						10.7						414						10.7
Gain on business divestitures and impairments, net			(2)						—						—						—
Restructuring charges			4						—						6						0.2
Operating income			$	804					20.1		%				$	733					19.0		%

Our pre-tax income was $665 million for the three months ended March 31, 2025, compared to $599 million for the same period in 2024. Our net income attributable to Republic Services, Inc. was $495 million for the three months ended March 31, 2025, or $1.58 per diluted share, compared to $454 million, or $1.44 per diluted share for the same period in 2024.

During each of the three months ended March 31, 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 months ended March 31, 2025 and 2024.

						Three Months Ended March 31, 2025																								Three Months Ended March 31, 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						$	665					$	170					$	495					$	1.58					$	599					$	145					$	454					$	1.44
Restructuring charges						4						1						3						0.01						6						2						4						0.01
Gain on business divestitures and impairments, net						(2)						—						(2)						(0.01)						—						—						—						—
Total adjustments						2						1						1						—						6						2						4						0.01
As adjusted						$	667					$	171					$	496					$	1.58					$	605					$	147					$	458					$	1.45

(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.

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 each of these adjustments is included below.

Restructuring charges. During the three months ended March 31, 2025 and 2024, we incurred restructuring charges of $4 million and $6 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 three months ended March 31, 2025 and 2024, we paid $3 million and $6 million, respectively, related to these restructuring efforts.

During the remainder of 2025, we expect to incur additional restructuring charges of approximately $10 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.

Gain on business divestitures and impairments, net. During the three months ended March 31, 2025, we recorded a gain on business divestitures and impairments of $2 million. During the three months ended March 31, 2024, we did not record a gain or loss on business divestitures and impairments.

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 months ended March 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

			Three Months Ended March 31,
			2025												2024
Collection:
Residential			$	743					18.6		%				$	723					18.7		%
Small-container			1,243						31.0						1,189						30.8
Large-container			739						18.4						733						19.0
Other			18						0.4						18						0.5
Total collection			2,743						68.4						2,663						69.0
Transfer			424												419
Less: intercompany			(236)												(236)
Transfer, net			188						4.7						183						4.7
Landfill			723												705
Less: intercompany			(302)												(301)
Landfill, net			421						10.5						404						10.4
Environmental solutions			466												440
Less: intercompany			(17)												(16)
Environmental solutions, net			449						11.2						424						11.0
Other:
Recycling processing and commodity sales			108						2.7						95						2.5
Other non-core			100						2.5						93						2.4
Total other			208						5.2						188						4.9
Total revenue			$	4,009					100.0		%				$	3,862					100.0		%

The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three months ended March 31, 2025 and 2024:

			Three Months Ended March 31,
			2025						2024
Average yield			4.5		%				6.0		%
Fuel recovery fees			(0.4)						(0.4)
Total price			4.1						5.6
Volume			(1.2)						(0.9)
Change in workdays			(0.5)						0.1
Recycling processing and commodity sales			0.3						0.4
Environmental solutions			0.2						(1.1)
Total internal growth			2.9						4.1
Acquisitions / divestitures, net			0.9						3.7
Total			3.8		%				7.8		%
Core price			6.1		%				7.0		%

Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain customers. We also measure changes in core price, average yield and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue, to determine the effectiveness of our pricing and organic growth strategies.

The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three months ended March 31, 2025 and 2024:

			Three Months Ended March 31,
			2025						2024
			As a % of Related Business
Core price			7.3		%				8.5		%
Average yield			5.4		%				7.3		%
Volume			(1.5)		%				(1.1)		%

During the three months ended March 31, 2025, we experienced the following changes in our revenue as compared to the same period in 2024:

• Average yield increased revenue by 4.5% for the three months ended March 31, 2025, due to positive pricing changes in all lines of business.

• The fuel recovery fee program, which mitigates our exposure to changes in fuel prices, decreased revenue by 0.4% for the three months ended March 31, 2025, due to a decrease in fuel prices compared to the same period in 2024.

• Volume decreased revenue by 1.2% during the three months ended March 31, 2025, primarily due to a decline in volume in our residential, large-container and small-container lines of business as well as our transfer line of business. The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity and certain manufacturing end markets as well as adverse weather in January and February. The decline in our residential and small-container lines of business is primarily attributable to certain municipal contract losses and broker-related business.

The volume decline was partially offset by an increase in overall volume in our landfill line of business primarily attributable to increased special waste and construction and demolition volumes. The increase in overall landfill volumes was partially offset by a decline in solid waste volumes due to adverse winter weather.

• Revenue decreased by 0.5% due to the impact of the number of workdays during the three months ended March 31, 2025, as compared to the same period in 2024, which drove a decrease in volumes in our large-container, landfill, and transfer lines of business.

• Recycling processing and commodity sales increased revenue by 0.3% during the three months ended March 31, 2025, primarily due to increased volumes at the Las Vegas Polymer Center and reopening a recycling center on the west coast. The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three months ended March 31, 2025 was $155 per ton, compared to $153 per ton for the same period in 2024.

Changing market demand for recycled commodities causes volatility in commodity prices. At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities would change both annual revenue and operating income by approximately $11 million.

• Environmental solutions increased revenue by 0.2% during the three months ended March 31, 2025, primarily due to an increase in event-based volumes and price increases relative to the same period in 2024.

• Acquisitions, net of divestitures, increased revenue by 0.9% during the three months ended March 31, 2025, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.

Cost of Operations

Cost of operations includes labor and related benefits, which consists of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes. It also includes transfer and disposal costs representing tipping fees paid to third party disposal facilities and transfer stations; maintenance and repairs relating to our vehicles, equipment and containers, including related labor and benefit costs; transportation and subcontractor costs, which include costs for independent haulers that transport our waste to disposal facilities and costs for local operators that provide waste handling services associated with our National Accounts in markets outside our standard operating areas; fuel, which includes the direct cost of fuel used by our vehicles, net of fuel tax credits; disposal fees and taxes, consisting of landfill taxes, host community fees and royalties; landfill operating costs, which includes financial assurance, leachate disposal, remediation charges and other landfill maintenance costs; risk management costs, which include insurance premiums and claims; cost of goods sold, which includes material costs paid to suppliers; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on sale of assets used in our operations.

The following table summarizes the major components of our cost of operations for the three months ended March 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

			Three Months Ended March 31,
			2025												2024
Labor and related benefits			$	818					20.4		%				$	789					20.4		%
Transfer and disposal costs			253						6.3						263						6.8
Maintenance and repairs			359						9.0						356						9.2
Transportation and subcontract costs			292						7.3						280						7.3
Fuel			114						2.8						126						3.3
Disposal fees and taxes			83						2.1						84						2.2
Landfill operating costs			90						2.2						91						2.3
Risk management			104						2.6						96						2.5
Other			201						5.0						198						5.1
Total cost of operations			$	2,314					57.7		%				$	2,283					59.1		%

These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our cost of operations by component to that of other companies and of ours for prior periods.

The most significant items impacting our cost of operations during the three months ended March 31, 2025 and 2024 are summarized below:

• Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases as well as acquisition-related growth. Partially offsetting these increases was the impact of one less workday during 2025.

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

• During both the three months ended March 31, 2025 and 2024, approximately 67% of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).

• Our fuel costs decreased due to a decrease in the average diesel fuel price per gallon. The national average diesel fuel price per gallon for the three months ended March 31, 2025 and 2024 was $3.63 and $3.96, respectively.

At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel costs by approximately $27 million per year. Offsetting these changes in fuel expense would be changes in our fuel recovery fee charged to our customers. At current participation rates, a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $38 million per year.

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

Depreciation, Depletion and Amortization of Property and Equipment

The following table summarizes depreciation, amortization and depletion of property and equipment for the three months ended March 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

			Three Months Ended March 31,
			2025												2024
Depreciation and amortization of property and equipment			$	260					6.5		%				$	244					6.3		%
Landfill depletion and amortization			128						3.2						120						3.1
Depreciation, amortization and depletion expense			$	388					9.7		%				$	364					9.4		%

Depreciation and amortization of property and equipment increased for the three months ended March 31, 2025 primarily due to assets added through acquisitions.

Landfill depletion and amortization expense increased for the three months ended March 31, 2025 due to an increase in our overall average depletion rate.

Amortization of Other Intangible Assets

Amortization of other intangible assets primarily relates to customer relationships. Expenses for amortization of other intangible assets were $21 million, or 0.5% of revenue for the three months ended March 31, 2025, compared to $18 million, or 0.5% of revenue, for the same period in 2024. Amortization expense increased due to assets added through acquisition activity.

Amortization of Other Assets

Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Expenses for amortization of other assets were $24 million, or 0.6% of revenue for the three months ended March 31, 2025, compared to $17 million, or 0.4% of revenue for the same period in 2024.

Accretion Expense

Accretion expense was $28 million, or 0.7% of revenue, for the three months ended March 31, 2025, compared to $27 million, or 0.7% of revenue for the same period in 2024.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include salaries, health and welfare benefits, and incentive compensation for corporate and field general management, field support functions, sales force, accounting and finance, legal, management information systems, and clerical and administrative departments. Other expenses include rent and office costs, fees for professional services provided by third parties, legal settlements, marketing, investor and community relations services, directors’ and officers’ insurance, general employee relocation, travel, entertainment and bank charges. Restructuring charges are excluded from selling, general and administrative expenses and are discussed separately.

The following table summarizes our selling, general and administrative expenses for the three months ended March 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue):

			Three Months Ended March 31,
			2025												2024
Salaries and related benefits			$	293					7.3		%				$	280					7.2		%
Provision for doubtful accounts			10						0.3						7						0.2
Other			124						3.1						127						3.3
Total selling, general and administrative expenses			$	427					10.7		%				$	414					10.7		%

These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies and of ours for prior periods.

The most significant items affecting our selling, general and administrative expenses during the three months ended March 31, 2025 and 2024 are summarized below:

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

• Provision for doubtful accounts increased primarily due to an increase in days sales outstanding. As of March 31, 2025, our days sales outstanding were 42.1, or 30.7 days net of deferred revenue, compared to 41.5, or 30.4 days net of deferred revenue, as of March 31, 2024.

Gain on Business Divestitures and Impairments, Net

We strive to have a number one or number two market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time. Where we cannot establish a leading market position, or where operations are not generating acceptable returns, we may decide to divest of certain assets and reallocate resources to other markets. Business divestitures could result in gains, losses or impairment charges that may be material to our results of operations in a given period. During the three months ended March 31, 2025, we recorded a net gain on business divestitures and impairments of $2 million. During the three months ended March 31, 2024, we did not recognize a gain or loss on business divestitures and impairments.

Restructuring Charges

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

Interest Expense

The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three months ended March 31, 2025 and 2024 (in millions of dollars):

			Three Months Ended March 31,
			2025						2024
Interest expense on debt			$	124					$	119
Non-cash interest			18						22
Less: capitalized interest			(2)						(2)
Total interest expense			$	140					$	139

Total interest expense for the three months ended March 31, 2025 increased primarily due to higher interest rates on our fixed rate debt.

For the three months ended March 31, 2025 and 2024, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swap, was $105 million and $118 million, respectively.

As of March 31, 2025, we had $2,022 million of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $20 million.

Income Taxes

Our effective tax rate, exclusive of non-controlling interests, for the three months ended March 31, 2025 and 2024 was 25.6% and 24.2%, respectively.

Net cash paid for income taxes was $2 million and $8 million for the three months ended March 31, 2025 and 2024, respectively.

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

Reportable Segments

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 primarily 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.

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. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate Adjusted EBITDA.

Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation. Summarized financial information regarding our reportable segments for the three months ended March 31, 2025 and 2024 (in millions of dollars) follows. For totals as well as further detail regarding our reportable segments and the adjustments used to calculate Adjusted EBITDA for each segment, see Note 12, Segment Reporting, of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

			Group 1						Group 2						Recycling & Waste Subtotal (1)						Group 3 (Environmental Solutions)						Corporate entities and other						Total
Three Months Ended March 31, 2025
Gross Revenue			$	2,065					$	1,978					$	4,043					$	455					$	95					$	4,593
Intercompany Revenue			(304)						(251)						(555)						(13)						(16)						(584)
Revenue allocations			37						35						72						7						(79)						—
Net Revenue			1,798						1,762						3,560						449						—						4,009
Cost of Operations			1,012						1,017						2,029						285						—						2,314
SG&A			185						168						353						74						—						427
Adjusted EBITDA			$	601					$	577					$	1,178					$	90					$	—					$	1,268
Capital Expenditures			$	150					$	91					$	241					$	34					$	184					$	459
Total Assets			$	14,007					$	11,308					$	25,315					$	5,126					$	2,662					$	33,103
Three Months Ended March 31, 2024
Gross Revenue			$	1,971					$	1,960					$	3,931					$	429					$	79					$	4,439
Intercompany Revenue			(294)						(255)						(549)						(11)						(17)						(577)
Revenue allocations			29						27						56						6						(62)						—
Net Revenue			1,706						1,732						3,438						424						—						3,862
Cost of Operations			989						1,028						2,017						266						—						2,283
SG&A			174						169						343						71						—						414
Adjusted EBITDA			$	543					$	535					$	1,078					$	87					$	—					$	1,165
Capital Expenditures			$	180					$	127					$	307					$	35					$	173					$	515
Total Assets			$	13,364					$	11,198					$	24,562					$	4,419					$	2,401					$	31,382

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

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three months ended March 31, 2025 and 2024 are discussed below.

Group 1

Adjusted EBITDA in Group 1 increased from $543 million for the three months ended March 31, 2024 to $601 million for the three months ended March 31, 2025.

The most significant items impacting adjusted EBITDA in Group 1 during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 include:

• Net revenue for the three months ended March 31, 2025 increased 5.4% due to an increase in average yield in all lines of business and volume increases in our landfill special waste line of business. The increases were partially offset by

decreased volume in our collection and transfer lines of business. The decrease in volume was also negatively impacted by lower solid waste volumes in our landfill line of business.

• Cost of operations increased primarily due to an increase in labor costs. The unfavorable impact was partially offset by a decrease in fuel costs due to a decrease in average fuel price per gallon.

Group 2

Adjusted EBITDA in Group 2 increased from $535 million for the three months ended March 31, 2024 to $577 million for the three months ended March 31, 2025.

The most significant items impacting adjusted EBITDA in Group 2 during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 include:

• Net revenue for the three months ended March 31, 2025 increased 1.7% due to an increase in average yield in all lines of business and increased volumes in our landfill line of business. The increase in volume in our landfill line of business was primarily due to increased construction and demolition and special waste volumes. These increases were partially offset by decreased volumes in our collection and transfer lines of business.

• Cost of operations decreased primarily due to a decrease in fuel costs due to a decrease in average fuel price per gallon.

Group 3

Adjusted EBITDA in Group 3 increased from $87 million for the three months ended March 31, 2024 to $90 million for the three months ended March 31, 2025.

The most significant items impacting adjusted EBITDA in Group 3 during the three months ended March 31, 2025 compared to the three months ended March 31, 2024 include:

• Net revenue for the three months ended March 31, 2025 increased due to an increase in event-based volumes, acquisition related growth and price increases relative to the same period in 2024.

• Cost of operations increased primarily due to an increase in labor costs and subcontract costs, and the impact of acquisitions.

Landfill and Environmental Matters

Available Airspace

As of March 31, 2025, we owned or operated 208 active landfills with total available disposal capacity estimated to be 5.0 billion in-place cubic yards. For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace:

			Balance as of December 31, 2024						New Expansions Undertaken						Landfills Acquired, Net of Divestitures						Permits Granted / New Sites, Net of Closures						Airspace Consumed						Changes in Engineering Estimates						Balance as of March 31, 2025
Cubic yards (in millions):
Permitted airspace			4,745						—						—						2						(20)						—						4,727
Probable expansion airspace			282						—						—						(2)						—						—						280
Total cubic yards (in millions)			5,027						—						—						—						(20)						—						5,007
Number of sites:
Permitted airspace			208						—						—						—																		208
Probable expansion airspace			14						—						—						—																		14

Total available disposal capacity represents the sum of estimated permitted airspace plus an estimate of probable expansion airspace. Engineers develop these estimates at least annually using information provided by annual aerial surveys. Before airspace included in an expansion area is determined to be probable expansion airspace and, therefore, included in our calculation of total available disposal capacity, it must meet all of our expansion criteria.

As of March 31, 2025, 14 of our landfills met all of our criteria for including their probable expansion airspace in their total available disposal capacity. At projected annual volumes, these 14 landfills have an estimated remaining average site life of 49 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 55 years. We have other expansion opportunities that are not included in our total available airspace because they do not meet all of our criteria for treatment as probable expansion airspace.

Remediation and Other Charges for Landfill Matters

It is reasonably possible that we will need to adjust our accrued landfill and environmental liabilities to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing or duration of the required actions. Future changes in our estimates of the costs, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

For a description of our significant remediation matters, see Note 6, Landfill and Environmental Costs, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Property and Equipment

The following tables reflect the activity in our property and equipment accounts for the three months ended March 31, 2025:

			Gross Property and Equipment
			Balance as of December 31, 2024						Capital Additions						Retirements						Acquisitions, Net of Divestitures						Non-cash Additions for Asset Retirement Obligations						Adjustments for Asset Retirement Obligations						Impairments, Transfers, Foreign Currency Translation and Other Adjustments						Balance as of March 31, 2025
Land			$	897					$	5					$	—					$	28					$	—					$	—					$	23					$	953
Landfill development costs			10,518						3						—						—						17						—						121						10,659
Vehicles and equipment			10,998						166						(56)						49						—						—						57						11,214
Buildings and improvements			2,119						—						—						43						—						—						61						2,223
Construction-in-progress - landfill			437						67						—						—						—						—						(125)						379
Construction-in-progress - other			575						86						—						—						—						—						(140)						521
Total			$	25,544					$	327					$	(56)					$	120					$	17					$	—					$	(3)					$	25,949

			Accumulated Depreciation, Amortization and Depletion
			Balance as of December 31, 2024						Additions Charged to Expense						Retirements						Acquisitions, Net of Divestitures						Adjustments for Asset Retirement Obligations						Impairments, Transfers, Foreign Currency Translation and Other Adjustments						Balance as of March 31, 2025
Landfill development costs			$	(6,031)					$	(128)					$	—					$	—					$	—					$	—					$	(6,159)
Vehicles and equipment			(6,692)						(232)						53						1						—						2						(6,868)
Buildings and improvements			(944)						(29)						—						—						—						—						(973)
Total			$	(13,667)					$	(389)					$	53					$	1					$	—					$	2					$	(14,000)

Liquidity and Capital Resources

Cash and Cash Equivalents

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

			March 31, 2025						December 31, 2024
Cash and cash equivalents			$	83					$	74
Restricted cash and marketable securities			222						208
Less: restricted marketable securities			(81)						(79)
Cash, cash equivalents, restricted cash and restricted cash equivalents			$	224					$	203

Our restricted cash and marketable securities includes 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 as well as restricted cash and marketable securities related to our insurance obligations.

The following table summarizes our restricted cash and marketable securities:

			March 31, 2025						December 31, 2024
Capping, closure and post-closure obligations			$	63					$	59
Insurance			159						149
Total restricted cash and marketable securities			$	222					$	208

Material Cash Requirements and Intended Uses of Cash

We expect existing cash, cash equivalents, restricted cash and marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future. Our known current- and long-term uses of cash include, among other possible demands: (1) capital expenditures and leases; (2) acquisitions; (3) dividend payments; (4) payments to service debt and other long-term obligations; (5) payments for asset retirement obligations and environmental liabilities; and (6) share repurchases.

We may choose to voluntarily retire certain portions of our outstanding debt before their maturity dates using cash from operations or additional borrowings. We may also explore opportunities in the capital markets to fund redemptions should market conditions be favorable. Early extinguishment of debt will result in an impairment charge in the period in which the debt is repaid. The loss on early extinguishment of debt relates to premiums paid to effectuate the repurchase and the relative portion of unamortized note discounts and debt issue costs.

Acquisitions

Our acquisition growth strategy focuses primarily on acquiring privately held recycling and waste companies and environmental solutions businesses that complement our existing business platform. We continue to invest in value-enhancing acquisitions in existing markets.

We expect to invest approximately $1 billion in acquisitions in 2025.

Summary of Cash Flow Activity

The major components of changes in cash flows are discussed in the following paragraphs. The following table summarizes our cash flow from operating activities, investing activities and financing activities for the three months ended March 31, 2025 and 2024:

			Three Months Ended March 31
			2025						2024
Cash Provided by Operating Activities			$	1,025					$	811
Cash Used in Investing Activities			$	(1,288)					$	(679)
Cash Provided by (Used in) Financing Activities			$	284					$	(201)

Cash Flows Provided by Operating Activities

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

The most significant items affecting the comparison of our cash flows provided by operating activities for the three months ended March 31, 2025 and 2024 are summarized below.

Changes in assets and liabilities, net of effects from business acquisitions and divestitures, increased our cash flow from operations by $19 million during the three months ended March 31, 2025, compared to a decrease of $165 million during the same period in 2024, primarily as a result of the following:

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $18 million during the three months ended March 31, 2025 due to the timing of billings net of collections, compared to a $1 million increase in the same period in 2024. As of March 31, 2025, our days sales outstanding were 42.1, or 30.7 days net of deferred revenue, compared to 41.5, or 30.4 days net of deferred revenue, as of March 31, 2024.

• Our prepaid expenses and other assets decreased $90 million during the three months ended March 31, 2025, compared to an $18 million decrease in the same period in 2024. The decrease in prepaid expenses and other assets during the three months ended March 31, 2025 is primarily driven by a decrease of tax receivables due to the timing of our estimated tax payments, partially offset by an increase in capitalized implementation costs for our cloud-based hosting arrangements.

• Our accounts payable decreased $42 million during the three months ended March 31, 2025, compared to a $1 million decrease in the same period in 2024, due to the timing of payments.

• Cash paid for capping, closure and post-closure obligations was $8 million during the three months ended March 31, 2025, compared to $9 million in the same period in 2024.

• Cash paid for remediation obligations was $1 million lower during the three months ended March 31, 2025, compared to the same period in 2024.

• Our other liabilities increased $6 million during the three months ended March 31, 2025, compared to a $162 million decrease in the same period in 2024, primarily due to the timing of payments for accrued payroll, income taxes payable and insurance reserves as well as a decrease in payment for certain incentive compensation accruals.

In addition, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swaps, was $105 million and $118 million for the three months ended March 31, 2025 and 2024, respectively. Cash paid for incomes taxes was $2 million and $8 million for the three months ended March 31, 2025 and 2024, respectively.

Cash Flows Used in Investing Activities

The most significant items affecting the comparison of our cash flows used in investing activities for the three months ended March 31, 2025 and 2024 are summarized below:

• Capital expenditures during the three months ended March 31, 2025 were $459 million, compared with $515 million for the same period in 2024.

• During the three months ended March 31, 2025 and 2024, we paid $834 million and $166 million, respectively, for acquisitions and investments.

We intend to finance future capital expenditures and acquisitions through cash on hand, restricted cash held for capital expenditures, cash flows from operations, our revolving credit facilities, and tax-exempt bonds and other financings. We expect to primarily use cash and borrowings under our revolving credit facilities to pay for future acquisitions.

Cash Flows Provided by (Used in) Financing Activities

The most significant items affecting the comparison of our cash flows provided by (used in) financing activities for the three months ended March 31, 2025 and 2024 are summarized below:

• During the three months ended March 31, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,186 million. We issued no senior notes during the three months ended March 31, 2024. Net payments from notes payable and long-term debt were $646 million during the three months ended March 31, 2025, compared to net payments of $4 million during the same period in 2024. For a more detailed discussion, see the Financial Condition section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

• During the three months ended March 31, 2025, we repurchased 0.3 million shares of our common stock for $55 million, compared to no repurchases during the same period in 2024.

• Dividends paid were $181 million and $168 million during the three months ended March 31, 2025 and 2024, respectively.

Financial Condition

Debt Obligations

As of March 31, 2025, we had $421 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations. All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of three tax-exempt financings each with initial remarketing periods of 10 years. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us. In the event of a failed remarketing, as of March 31, 2025, we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully. In the event of a failed re-borrowing under our commercial paper program, as of March 31, 2025, we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully. Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our consolidated balance sheet as of March 31, 2025.

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

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 March 31, 2025, we had $62 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 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 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 0.920% based on our Debt Ratings (all as defined in the Credit Facility agreement). The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate, plus a current applicable margin of 0.920% based on our Debt Ratings. As of March 31, 2025 and December 31, 2024, C$216 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 $151 million and $514 million of borrowings outstanding under the Credit Facility as of March 31, 2025 and December 31, 2024, respectively. We had $322 million and $317 million of letters of credit outstanding under our Credit Facility as of March 31, 2025 and December 31, 2024, respectively. We also had $640 million and $477 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of March 31, 2025 and December 31, 2024, respectively. As a result, availability under our Credit Facility was $2.4 billion and $2.2 billion as of March 31, 2025 and December 31, 2024, respectively.

Financial and Other Covenants

The Credit Facility requires us to comply with financial and other covenants. To the extent we are not in compliance with these covenants, we cannot pay dividends or repurchase common stock. Compliance with covenants also is a condition for any incremental borrowings under the Credit Facility, and failure to meet these covenants would enable the lenders to require repayment of any outstanding loans (which would adversely affect our liquidity). Additionally, if we are not in compliance with these covenants, we could not use the availability under our Credit Facility to fund borrowings we currently make under our commercial paper program, if there is a failed reborrowing under that program. The Credit Facility provides that our total debt to EBITDA ratio may not exceed 3.75 to 1.00 as of the last day of any fiscal quarter. In the case of an "elevated ratio period", which may be elected by us if one or more acquisitions during a fiscal quarter involve aggregate consideration in excess of $200.0 million (the Trigger Quarter), the total debt to EBITDA ratio may not exceed 4.25 to 1.00 during the Trigger Quarter and for the three fiscal quarters thereafter. The Credit Facility also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement. As of March 31, 2025, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed. As of March 31, 2025, we were in compliance with all other covenants under our Credit Facility.

EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement. In this context, EBITDA is used solely to provide information regarding the extent to which we are in compliance with debt covenants and is not comparable to EBITDA used by other companies or used by us for other purposes.

Failure to comply with the financial and other covenants under the Credit Facility, as well as the occurrence of certain material adverse events, would constitute defaults and would allow the lenders under the Credit Facility to accelerate the maturity of all

indebtedness under the Credit Facility. This could have an adverse effect on the availability of financial assurances. In addition, maturity acceleration on the Credit Facility constitutes an event of default under certain of our other debt and derivative instruments. If such acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would likely have to seek an amendment under the Credit Facility for relief from the financial covenant or repay the debt with proceeds from the issuance of new debt or equity, or asset sales, if necessary. We may be unable to amend the Credit Facility or raise sufficient capital to repay such obligations in the event the maturity is accelerated.

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 March 31, 2025 is 4.633% with a weighted average maturity of approximately 12 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 $640 million and $477 million principal value of commercial paper issued and outstanding under the program as of March 31, 2025 and December 31, 2024, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of March 31, 2025 and December 31, 2024, respectively.

Senior Notes and Debentures

In June 2024, we issued $400 million of 5.000% senior notes due 2029 and $500 million of 5.200% senior notes due 2034. We used the proceeds from the June 2024 notes issuance for general corporate purposes, repayment of a portion of amounts outstanding on our Credit Facility and a portion of outstanding borrowings under the Commercial Paper Program, and repayment of the remaining amount outstanding under the Term Loan Facility and the Uncommitted Credit Facility.

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 on our Credit Facility and a portion of amounts outstanding 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 March 31, 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.

Finance Leases and Other

As of March 31, 2025 and December 31, 2024, we had finance lease and other liabilities of $333 million and $315 million, respectively, with maturities ranging from 2025 to 2063 for both periods.

As of March 31, 2025, finance leases and other included $76 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.

Credit Ratings

Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings. As of March 31, 2025, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc, respectively. If our credit ratings were downgraded, especially any downgrade to below investment grade, our ability to access the debt markets with the same flexibility that we have experienced historically, our cost of funds and other terms for new debt issuances, could be adversely impacted.

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.

Seasonality and Severe Weather

Our operations can be adversely affected by periods of inclement or severe weather, which could increase the volume of waste collected under our existing contracts (without corresponding compensation), delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, or delay the construction or expansion of our landfills and other facilities. Our operations also can be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services.

Contingencies

For a description of our commitments and contingencies, see Note 6, Landfill and Environmental Costs, Note 8, Income Taxes, and Note 14, Commitments and Contingencies, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Judgments and Estimates

We identified and discussed our critical accounting judgments and estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Although we believe our estimates and judgments are reasonable, they are based upon information available at the time the judgment or estimate is made. Actual results may differ significantly from estimates under different assumptions or conditions.

New Accounting Pronouncements

For a description of new accounting standards that may affect us, see Note 1, Basis of Presentation, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.