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.

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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

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						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.

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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					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		%

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

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Average yield			4.0		%				4.6		%				4.2		%				5.4		%
Fuel recovery fees			—						(0.2)						(0.2)						(0.2)
Total price			4.0						4.4						4.0						5.2
Volume			(0.3)						(1.2)						(0.4)						(1.0)
Change in workdays			—						0.3						(0.2)						0.1
Recycling processing and commodity sales			(0.2)						0.7						—						0.5
Environmental solutions			(1.4)						—						(0.7)						(0.2)
Other(1)			(0.4)						—						(0.1)						—
Total internal growth			1.7						4.2						2.6						4.6
Acquisitions / divestitures, net			1.6						2.3						1.3						3.1
Total			3.3		%				6.5		%				3.9		%				7.7		%
Core price			5.9		%				6.2		%				5.9		%				6.6		%

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

Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. 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 and nine months ended September 30, 2025 and 2024:

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
			As a % of Related Business												As a % of Related Business
Core price			7.2		%				7.4		%				7.2		%				8.0		%
Average yield			4.9		%				5.5		%				5.1		%				6.5		%
Volume			(0.4)		%				(1.5)		%				(0.5)		%				(1.2)		%

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

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

• The fuel recovery fee program, which mitigates our exposure to changes in fuel prices, resulted in no change to revenue for the three months ended September 30, 2025, primarily due to the timing of implementing changes to the rates to reflect the increase in fuel prices compared to the same period in 2024. The fuel recovery fee program decreased revenue by 0.2% for the nine months ended September 30, 2025, due to a decrease in fuel prices compared to the same period in 2024.

• Volume decreased revenue for the three and nine months ended September 30, 2025 by 0.3% and 0.4%, respectively, primarily due to a decrease in volume in our collection lines of business as well as a decrease in solid waste volumes in our landfill line of business. The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity as well as adverse weather in January and February. The decline in our residential and small-container collection lines of business is primarily attributable to certain municipal contract losses and broker-related business.

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

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Helene recovery efforts and the Los Angeles area wildfire remediation. The increase in volume from these events increased revenue during the nine months ended September 30, 2025 by approximately $100 million.

• The impact of the number of workdays resulted in no change to revenue during the three months ended September 30, 2025, as compared to the same period in 2024. Revenue decreased by 0.2% due to the impact of the number of workdays during the nine months ended September 30, 2025, as compared to the same period in 2024, which drove a decrease in volumes in our collection, landfill, and transfer lines of business.

• Recycling processing and commodity sales decreased revenue by 0.2% during the three months ended September 30, 2025, primarily due to a decrease in price for recycled commodities compared to the same period 2024. This decrease was largely offset by increased volumes at the Las Vegas Polymer Center, the opening of the Indianapolis Polymer Center and reopening a recycling center on the west coast. There was no change to revenue as a result of recycling processing and commodity sales during the nine months ended September 30, 2025, as compared to the same period in 2024. The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and nine months ended September 30, 2025 was $126 and $143 per ton, respectively, compared to $177 and $168 per ton for the same periods in 2024, respectively.

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

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

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 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
Labor and related benefits			$	812					19.3		%				$	814					20.0		%				$	2,475					19.9		%				$	2,412					20.1		%
Transfer and disposal costs			275						6.5						280						6.9						808						6.5						832						7.0
Maintenance and repairs			384						9.1						380						9.3						1,122						9.0						1,106						9.2
Transportation and subcontract costs			302						7.2						304						7.4						896						7.2						885						7.4
Fuel			120						2.8						113						2.8						349						2.8						360						3.0
Disposal fees and taxes			95						2.3						91						2.2						275						2.2						265						2.2
Landfill operating costs			99						2.3						88						2.1						292						2.3						275						2.3
Risk management			109						2.6						103						2.5						321						2.6						300						2.5
Other			227						5.4						194						4.8						648						5.2						598						5.0
Subtotal			2,423						57.5						2,367						58.0						7,186						57.7						7,033						58.7
Labor disruption			40						1.0						—						—						40						0.3						—						—
Total cost of operations			$	2,463					58.5		%				$	2,367					58.0		%				$	7,226					58.0		%				$	7,033					58.7		%

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

• Labor and related benefits increased in aggregate dollars for the nine months ended September 30, 2025 due to higher hourly and salaried wages as a result of annual merit increases. Partially offsetting these increases was the impact of one less workday compared to the nine months ended September 30, 2024.

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

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

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

• Our fuel costs increased during the three months ended September 30, 2025 due to an increase in acquisition-related activity as well as the expiration of alternative fuel tax credits during the period. Our fuel costs decreased during the nine months ended September 30, 2025, primarily due to a decrease in the average diesel fuel price per gallon. The national average diesel fuel price per gallon for the three and nine months ended September 30, 2025 was $3.76 and $3.65, respectively, as compared to $3.69 and $3.83, respectively, for the same periods in 2024.

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.

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

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

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

• During the three and nine months ended September 30, 2025, we experienced labor disruptions in certain isolated markets. We incurred $40 million of cost of operations primarily as a result of an increase in labor and other cost of operations.

Depreciation, Depletion and Amortization of Property and Equipment

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

			Three Months Ended September 30,																								Nine Months Ended September 30,
			2025												2024												2025												2024
Depreciation and amortization of property and equipment			$	267					6.3		%				$	255					6.3		%				$	792					6.4		%				$	744					6.2		%
Landfill depletion and amortization			139						3.3						128						3.1						418						3.3						378						3.2
Depreciation, depletion and amortization expense			$	406					9.6		%				$	383					9.4		%				$	1,210					9.7		%				$	1,122					9.4		%

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

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

Amortization of Other Intangible Assets

Amortization of other intangible assets primarily relates to customer relationships. Expenses for amortization of other intangible assets were $22 million and $65 million, or 0.5% of revenue, for the three and nine months ended September 30, 2025, respectively, compared to $18 million and $54 million, or 0.4% of revenue, for the same periods in 2024, respectively. Amortization expense increased due to assets added through acquisition activity

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

Accretion Expense

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

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 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
Salaries and related benefits			$	269					6.4		%				$	278					6.9		%				$	842					6.8		%				$	834					6.9		%
Provision for doubtful accounts			9						0.2						—						—						27						0.2						20						0.2
Other			144						3.4						128						3.1						405						3.2						373						3.1
Total selling, general and administrative expenses			$	422					10.0		%				$	406					10.0		%				$	1,274					10.2		%				$	1,227					10.2		%

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

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

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

Restructuring Charges

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

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Interest Expense

The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars):

			Three Months Ended September 30,												Nine Months Ended September 30,
			2025						2024						2025						2024
Interest expense on debt			$	126					$	121					$	378					$	357
Non-cash interest			20						19						57						54
Less: capitalized interest			(3)						(2)						(7)						(5)
Total interest expense			$	143					$	138					$	428					$	406

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

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

As of September 30, 2025, we had $1,941 million of principal floating rate debt. 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 $19 million.

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.

On July 4, 2025, the One Big Beautiful Bill Act (the "Act”) was signed into law. The Act, among other things, implemented changes to the tax treatment relating to bonus depreciation, research and experimental expenditures and interest expense, and included phase-outs and restrictions on several clean energy tax incentives. The Company does not expect the Act to have a material impact on our effective tax rate. We expect to recognize approximately $80 million of cash tax benefit during the year ended December 31, 2025 as a result of changes to bonus depreciation.

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 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

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

Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation. Summarized financial information regarding our reportable segments for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars) follows. 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 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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			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.

Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three and nine months ended September 30, 2025 and 2024 are discussed below.

Group 1

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

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

• Net revenue for the three and nine months ended September 30, 2025 increased 6.2% and 6.1%, respectively, due to an increase in average yield in all lines of business and higher special waste volumes in our landfill line of business. The increase in special waste volumes was primarily driven by the Los Angeles area wildfire remediation. The increases were partially offset by decreased volume in our large-container and residential collection lines of business. The decrease in volume was also negatively impacted by lower solid waste and construction and demolition volumes in our landfill line of business.

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

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Group 2

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

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

• Net revenue for the three and nine months ended September 30, 2025 increased 3.1% and 3.0%, respectively, due to an increase in average yield in all lines of business and increased volumes in our landfill line of business. The increase in volume in our landfill line of business was primarily due to increased construction and demolition volume related to the Hurricane Helene recovery efforts as well as increased special waste. These increases were partially offset by decreased volumes in our collection and transfer lines of business.

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

Group 3

Adjusted EBITDA in Group 3 decreased from $117 million for the three months ended September 30, 2024 to $88 million for the three months ended September 30, 2025. Adjusted EBITDA in Group 3 decreased from $316 million for the nine months ended September 30, 2024 to $287 million for the nine months ended September 30, 2025.

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

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

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

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

Landfill and Environmental Matters

Available Airspace

As of September 30, 2025, we owned or operated 209 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards. 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 September 30, 2025
Cubic yards (in millions):
Permitted airspace			4,745						—						72						146						(66)						(2)						4,895
Probable expansion airspace			282						15						—						(142)						—						—						155
Total cubic yards (in millions)			5,027						15						72						4						(66)						(2)						5,050
Number of sites:
Permitted airspace			208						—						2						(1)																		209
Probable expansion airspace			14						1						—						(3)																		12

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 September 30, 2025, 12 of our landfills met all of our criteria for including their probable expansion airspace in our total available disposal capacity. At projected annual volumes, these 12 landfills have an estimated remaining average site life of 30 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 56 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.

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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 nine months ended September 30, 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 September 30, 2025
Land			$	897					$	28					$	(2)					$	35					$	—					$	—					$	24					$	982
Landfill development costs			10,518						21						—						37						57						4						306						10,943
Vehicles and equipment			10,998						491						(296)						65						—						—						157						11,415
Buildings and improvements			2,119						18						—						47						—						—						191						2,375
Construction-in-progress - landfill			437						354						—						—						—						—						(309)						482
Construction-in-progress - other			575						368						—						6						—						—						(371)						578
Total			$	25,544					$	1,280					$	(298)					$	190					$	57					$	4					$	(2)					$	26,775

			Accumulated Depreciation, Depletion and Amortization
			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 September 30, 2025
Landfill development costs			$	(6,031)					$	(413)					$	—					$	—					$	(5)					$	—					$	(6,449)
Vehicles and equipment			(6,692)						(709)						288						2						—						4						(7,107)
Buildings and improvements			(944)						(84)						—						2						—						(1)						(1,027)
Total			$	(13,667)					$	(1,206)					$	288					$	4					$	(5)					$	3					$	(14,583)

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:

			September 30, 2025						December 31, 2024
Cash and cash equivalents			$	84					$	74
Restricted cash and marketable securities			225						208
Less: restricted marketable securities			(84)						(79)
Cash, cash equivalents, restricted cash and restricted cash equivalents			$	225					$	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.

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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

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 at least $1.1 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 nine months ended September 30, 2025 and 2024:

			Nine Months Ended September 30,
			2025						2024
Cash Provided by Operating Activities			$	3,315					$	2,914
Cash Used in Investing Activities			$	(2,571)					$	(1,749)
Cash Used in Financing Activities			$	(723)					$	(1,188)

Cash Flows Provided by Operating Activities

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

The most significant items affecting the comparison of our cash flows provided by operating activities for the nine months ended September 30, 2025 and 2024 are summarized below.

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

• Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $78 million during the nine months ended September 30, 2025 due to the timing of billings net of collections, compared to a $100 million increase in the same period in 2024. As of September 30, 2025, our days sales outstanding were 41.0, or 30.2 days net of deferred revenue, compared to 41.2, or 30.4 days net of deferred revenue, as of September 30, 2024.

• Our prepaid expenses and other assets increased $93 million during the nine months ended September 30, 2025, compared to a $59 million increase in the same period in 2024. The increase in prepaid expenses and other assets during the nine months ended September 30, 2025 is primarily driven by an increase in costs associated with cloud-

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

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

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

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

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

In addition, cash paid for interest, excluding net swap settlements for our floating-to-fixed interest rate swaps, was $355 million and $345 million for the nine months ended September 30, 2025 and 2024, respectively. Cash paid for incomes taxes was $166 million and $183 million for the nine months ended September 30, 2025 and 2024, respectively.

Cash Flows Used in Investing Activities

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

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

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

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

Cash Flows Used in Financing Activities

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

• During the nine months ended September 30, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million. During the nine months ended September 30, 2024, we issued $900 million of senior notes for cash proceeds, net of discounts and fees, of $889 million. Net payments from notes payable and long-term debt were $743 million during the nine months ended September 30, 2025, compared to net payments of $1,219 million during the same period in 2024. For a more detailed discussion, see the Financial Condition section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

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

Financial Condition

Debt Obligations

As of September 30, 2025, we had $921 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations. 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 September 30, 2025, we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully. In the event of a failed re-borrowing under our commercial paper program, as of September 30, 2025, we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully. Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our unaudited consolidated balance sheet as of September 30, 2025.

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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 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 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 0.805% 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 our Credit Facility as of September 30, 2025 and December 31, 2024, respectively. We also had $598 million and $477 million of principal borrowings outstanding (net of related discount on issuance) under our commercial paper program as of September 30, 2025 and December 31, 2024, respectively. As a result, availability under our Credit Facility was $2.4 billion and $2.2 billion as of September 30, 2025 and December 31, 2024, respectively.

Financial and Other Covenants

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 September 30, 2025, our total debt to EBITDA ratio was approximately 2.5 compared to the 3.75 maximum allowed. As of September 30, 2025, we were in compliance with all other covenants 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.

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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 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 sheet as of September 30, 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, 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.

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.

Credit Ratings

Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings. As of September 30, 2025, our credit ratings were A-, A3 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc, respectively. 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.

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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.