Republic Services, Inc.
A major environmental services company, Republic Services provides trash and recycling pickup for homes and businesses across the United States, running the landfills, transfer stations, and recycling centers where the waste ends up. The company grew out of Republic Waste Industries, a trash firm that entrepreneur Wayne Huizenga — famous for building Blockbuster and Waste Management — began investing in during the mid-1990s. In 1998 the waste division was spun off on its own, while its former parent renamed itself AutoNation, the car-dealer chain.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
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…
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, 2025. 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 and Canada, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Part 1, Item 1A - Risk Factors. 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. Recent Developments Updated 2026 Financial Guidance We continue to focus on pricing in excess of cost inflation, driving profitable volume growth, investing in sustainability to improve the environment and drive growth, investing in value-creating acquisitions and advancing technology to improve productivity and increase customer retention. Specific guidance follows: Revenue We anticipate revenue for the year ending December 31, 2026 to be in the range of $17.200 billion to $17.300 billion. Adjusted Diluted Earnings per Share The following is a summary of anticipated adjusted diluted earnings per share for the year ending December 31, 2026. Adjusted diluted earnings per share is not a measure determined in accordance with U.S. GAAP: (Anticipated) Year Ending December 31, 2026 Diluted earnings per share $ 7.18 - 7.23 Restructuring charges 0.05 Adjusted diluted earnings per share $ 7.23 - 7.28 We believe that presenting adjusted diluted earnings per share provides an understanding of operational activities before the financial impact of certain items. We use this measure, and believe investors will find it 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 28 Table of Contents expected to be recorded in future periods. Our definition of adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies. Overview Republic is one of the largest providers of environmental services in the United States, as measured by revenue. As of June 30, 2026, we operated across the United States and Canada through 389 collection operations, 260 transfer stations, 84 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 16 deep injection wells, 10 industrial wastewater treatment facilities and 2 polymer centers. We are engaged in 87 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills as of June 30, 2026. Revenue for the six months ended June 30, 2026 increased by 3.6% to $8,544 million compared to $8,244 million for the same period in 2025. This change in revenue is due to increases in average yield of 3.4%, increased revenue from acquisitions, net of divestitures of 1.1% and increased fuel recovery fees of 1.0%. These increases were partially offset by a decrease in environmental solutions revenue of 0.7% and a decrease in volume of 1.2%. The following table summarizes our revenue, expenses and operating income for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue $ 4,430 100.0 % $ 4,235 100.0 % $ 8,544 100.0 % $ 8,244 100.0 % Expenses: Cost of operations 2,563 57.9 2,449 57.9 4,929 57.7 4,763 57.8 Depreciation, depletion and amortization of property and equipment 428 9.7 415 9.8 830 9.7 804 9.8 Amortization of other intangible assets 23 0.5 22 0.5 46 0.5 43 0.5 Amortization of other assets 37 0.8 26 0.6 73 0.8 50 0.6 Accretion 30 0.7 28 0.7 60 0.7 57 0.7 Selling, general and administrative 444 10.0 425 10.0 870 10.2 852 10.3 Restructuring charges 4 0.1 6 0.1 6 0.1 9 0.1 (Gain) loss on business divestitures and impairments, net — — 3 0.1 (1) — 1 — Operating income $ 901 20.3 % $ 861 20.3 % $ 1,731 20.3 % $ 1,665 20.2 % Our pre-tax income was $699 million and $1,355 million for the three and six months ended June 30, 2026, respectively, compared to $720 million and $1,385 million for the same periods in 2025, respectively. Our net income attributable to Republic Services, Inc. was $566 million and $1,092 million for the three and six months ended June 30, 2026, or $1.84 and $3.54 per diluted share, respectively, compared to $550 million and $1,045 million, or $1.75 and $3.33 per diluted share, for the same periods in 2025, respectively. During each of the three and six months ended June 30, 2026 and 2025, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax expense, net income attributable to Republic Services, Inc. (net income – Republic) and diluted earnings per share as noted in the following table (in millions, except per share data). Additionally, see our Results of Operations discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of other items that impacted our earnings during the three and six months ended June 30, 2026 and 2025. Three Months Ended June 30, 2026 Three Months Ended June 30, 2025 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 $ 699 $ 133 $ 566 $ 1.84 $ 720 $ 170 $ 550 $ 1.75 Restructuring charges 4 1 3 0.01 6 2 4 0.01 Loss on business divestitures and impairments, net — — — — 3 1 2 0.01 Total adjustments 4 1 3 0.01 9 3 6 0.02 As adjusted $ 703 $ 134 $ 569 $ 1.85 $ 729 $ 173 $ 556 $ 1.77 29 Table of Contents Six Months Ended June 30, 2026 Six Months Ended June 30, 2025 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 $ 1,355 $ 263 $ 1,092 $ 3.54 $ 1,385 $ 340 $ 1,045 $ 3.33 Restructuring charges 6 2 4 0.01 9 2 7 0.03 (Gain) loss on business divestitures and impairments, net(2) (1) — (1) — 1 — 1 — Total adjustments 5 2 3 0.01 10 2 8 0.03 As adjusted $ 1,360 $ 265 $ 1,095 $ 3.55 $ 1,395 $ 342 $ 1,053 $ 3.36 (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 six months ended June 30, 2026 and 2025. 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 six months ended June 30, 2026, we incurred restructuring charges of $4 million and $6 million, respectively. During the three and six months ended June 30, 2025, we incurred restructuring charges of $6 million and $9 million, respectively. The charges related to the design and implementation of our new accounts receivable system. During the remainder of 2026, we expect to incur additional restructuring charges of approximately $14 million, related primarily to the continuing design and implementation of our new accounts receivable system. Substantially all of these restructuring charges will be recorded in Corporate entities and other. (Gain) loss on business divestitures and impairments, net. During the six months ended June 30, 2026, we recorded a net gain on business divestitures and impairments of $1 million. During the three and six months ended June 30, 2025, we recorded a loss on business divestitures and impairments of $3 million and $1 million, respectively. 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. 30 Table of Contents The following table reflects our revenue by service line for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Collection: Residential $ 767 17.3 % $ 752 17.8 % $ 1,515 17.7 % $ 1,496 18.1 % Small-container 1,369 30.9 1,259 29.7 2,675 31.3 2,502 30.3 Large-container 839 19.0 794 18.7 1,607 18.8 1,532 18.6 Other 18 0.4 17 0.4 35 0.4 35 0.4 Total collection 2,993 67.6 2,822 66.6 5,832 68.2 5,565 67.4 Transfer 495 479 935 903 Less: intercompany (264) (258) (503) (494) Transfer, net 231 5.2 221 5.2 432 5.1 409 5.0 Landfill 858 854 1,622 1,577 Less: intercompany (341) (338) (652) (640) Landfill, net 517 11.7 516 12.2 970 11.4 937 11.4 Environmental solutions 473 478 891 944 Less: intercompany (15) (16) (28) (33) Environmental solutions, net 458 10.3 462 10.9 863 10.1 911 11.1 Other: Recycling processing and commodity sales 122 2.7 114 2.7 234 2.7 222 2.7 Other non-core 109 2.5 100 2.4 213 2.5 200 2.4 Total other 231 5.2 214 5.1 447 5.2 422 5.1 Total revenue $ 4,430 100.0 % $ 4,235 100.0 % $ 8,544 100.0 % $ 8,244 100.0 % The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Average yield 3.4 % 4.1 % 3.4 % 4.3 % Fuel recovery fees 1.8 (0.3) 1.0 (0.4) Total price 5.2 3.8 4.4 3.9 Volume (1.6) 0.2 (1.2) (0.5) Change in workdays — — — (0.2) Recycling processing and commodity sales 0.1 — — 0.1 Environmental solutions (0.2) (0.9) (0.7) (0.3) Total internal growth 3.5 3.1 2.5 3.0 Acquisitions / divestitures, net 1.1 1.5 1.1 1.2 Total 4.6 % 4.6 % 3.6 % 4.2 % Core price 5.3 % 5.7 % 5.5 % 5.9 % 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. 31 Table of Contents The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and six months ended June 30, 2026 and 2025: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 As a % of Related Business As a % of Related Business Core price 6.4 % 7.0 % 6.6 % 7.2 % Average yield 4.0 % 5.0 % 4.1 % 5.2 % Volume (1.9) % 0.2 % (1.5) % (0.6) % During the three and six months ended June 30, 2026, we experienced the following changes in our revenue as compared to the same period in 2025: •Average yield increased revenue by 3.4% for the three and six months ended June 30, 2026 due to positive pricing changes in all lines of business. •Fuel recovery fees, which mitigate our exposure to changes in fuel prices, increased revenue by 1.8% and 1.0% for the three and six months ended June 30, 2026, respectively, due to an increase in fuel prices compared to the same periods in 2025. •Volume decreased revenue by 1.6% and 1.2% during the three and six months ended June 30, 2026, respectively, primarily due to a decrease in volume in our collection lines of business. The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity and certain manufacturing end markets. The decline in our residential and small-container collection lines of business is primarily attributable to certain municipal contract losses. Landfill volume decreased during the three and six months ended June 30, 2026 primarily due to a decrease in construction and demolition volumes which was primarily related to non-recurring Hurricane Helene recovery efforts in 2025. This decrease in landfill volume during the six months ended June 30, 2026 was partially offset by an increase in solid waste and special waste landfill volumes. •Recycling processing and commodity sales increased revenue by 0.1% during the three months ended June 30, 2026, primarily due to increased volume at our Polymer Centers. The volume increase was partially offset by a decrease in overall commodity prices compared to the same period in 2025. There was no net change to revenue as a result of recycling processing and commodity sales during the six months ended June 30, 2026 as compared to the same period in 2025. For the six months ended June 30, 2026, volume increased at our Polymer Centers. The volume increase was offset by a decrease in overall commodity prices compared to the same period in 2025. The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and six months ended June 30, 2026 was $136 and $128 per ton, respectively, compared to $149 and $152 per ton for the same periods in 2025, 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 $13 million. •Environmental solutions decreased revenue by 0.2% and 0.7% during the three and six months ended June 30, 2026, respectively, due to a decline in event-based volumes relative to the same periods in 2025. •Acquisitions, net of divestitures, increased revenue by 1.1% during the three and six months ended June 30, 2026, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform. Cost of Operations 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 32 Table of Contents 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 six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Labor and related benefits $ 864 19.5 % $ 844 19.9 % $ 1,695 19.8 % $ 1,662 20.2 % Transfer and disposal costs 285 6.4 279 6.6 542 6.3 533 6.5 Maintenance and repairs 381 8.6 379 9.0 742 8.7 738 8.9 Transportation and subcontract costs 333 7.5 302 7.1 626 7.3 594 7.2 Fuel 171 3.9 116 2.7 295 3.5 230 2.8 Disposal fees and taxes 95 2.2 96 2.3 179 2.1 179 2.2 Landfill operating costs 107 2.4 104 2.5 199 2.3 193 2.3 Risk management 102 2.3 109 2.6 206 2.4 213 2.6 Other 225 5.1 220 5.2 445 5.3 421 5.1 Total cost of operations $ 2,563 57.9 % $ 2,449 57.9 % $ 4,929 57.7 % $ 4,763 57.8 % 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 six months ended June 30, 2026 and 2025 are summarized below: •Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases as well as acquisition related growth, partially offset by lower collection volumes. •Transfer and disposal costs increased in aggregate dollars primarily due to activity from acquisitions. During both the three and six months ended June 30, 2026 and 2025 , approximately 67%, of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization). •Transportation and subcontract costs increased primarily due to an increase in transportation rates and fuel surcharges. Transportation surcharges increased due to an increase in fuel prices during the period. •Our fuel costs increased due to an increase in the average diesel fuel cost per gallon. The national average diesel fuel cost per gallon for the three and six months ended June 30, 2026 was $5.35 and $4.73, respectively, compared to $3.56 and $3.59 for the same periods in 2025, respectively. •For the six months ended June 30, 2026, other costs of operations increased due to increased occupancy and facility related expenses as well as a favorable non-recurring insurance recovery recognized during 2025 that did not repeat in 2026. Depreciation, Depletion and Amortization of Property and Equipment The following table summarizes depreciation, depletion and amortization of property and equipment for the three and six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Depreciation and amortization of property and equipment $ 282 6.4 % $ 265 6.3 % $ 561 6.6 % $ 525 6.4 % Landfill depletion and amortization 146 3.3 150 3.5 269 3.1 279 3.4 Depreciation, depletion and amortization expense $ 428 9.7 % $ 415 9.8 % $ 830 9.7 % $ 804 9.8 % Depreciation and amortization of property and equipment increased for the three and six months ended June 30, 2026, largely due to asset additions at one of of our Polymer Centers and amortization associated with internally developed software. Depreciation and amortization of property and equipment also increased due to the addition of assets through acquisitions. Landfill depletion and amortization expense decreased for the three months ended June 30, 2026 primarily due to decreased volumes, partially offset by a higher overall depletion rate. For the six months ended June 30, 2026, landfill depletion and 33 Table of Contents amortization expense decreased primarily due to recognition of certain favorable amortization adjustments related to our asset retirement obligations compared to unfavorable amortization adjustments in the same period in 2025. Amortization of Other Intangible Assets Amortization of other intangible assets primarily relates to customer relationships. Expenses for amortization of other intangible assets were $23 million and $46 million, or 0.5% of revenue, for the three and six months ended June 30, 2026, respectively, compared to $22 million and $43 million, or 0.5% of revenue, for the same periods in 2025, respectively. 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 $37 million and $73 million, or 0.8% of revenue, for the three and six months ended June 30, 2026, respectively, compared to $26 million and $50 million, or 0.6% of revenue, for the same periods in 2025, respectively. Accretion Expense Accretion expense was $30 million and $60 million, or 0.7% of revenue, for the three and six months ended June 30, 2026, respectively, compared to $28 million and $57 million, or 0.7% of revenue, for the same periods in 2025, 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 six months ended June 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Salaries and related benefits $ 292 6.6 % $ 280 6.6 % $ 593 7.0 % $ 573 6.9 % Provision for doubtful accounts 15 0.3 8 0.2 27 0.3 18 0.2 Other 137 3.1 137 3.2 250 2.9 261 3.2 Total selling, general and administrative expenses $ 444 10.0 % $ 425 10.0 % $ 870 10.2 % $ 852 10.3 % 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 six months ended June 30, 2026 and 2025 are summarized below: •Salaries and related benefits increased primarily due to higher wages and benefits resulting from annual merit increases as well as acquisition-related growth. •Other selling, general and administrative expenses decreased during the six months ended June 30, 2026 primarily due to a favorable legal settlement, partially offset by professional services recognized during the period. Restructuring Charges For a discussion of Restructuring Charges incurred during the three and six months ended June 30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations. (Gain) Loss on Business Divestitures and Impairments, Net For additional information on gain on business divestitures and impairments, net incurred during the three and six months ended June 30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations. 34 Table of Contents 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 six months ended June 30, 2026 and 2025 (in millions of dollars): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Interest expense on debt $ 134 $ 128 $ 265 $ 252 Non-cash interest 19 19 40 37 Less: capitalized interest (2) (2) (3) (4) Total interest expense $ 151 $ 145 $ 302 $ 285 Total interest expense for the three and six months ended June 30, 2026 increased primarily due to a higher overall debt balance and higher interest rates on our debt compared to the same periods in 2025. For the six months ended June 30, 2026 and 2025, cash paid for interest was $260 million and $243 million, respectively. As of June 30, 2026, we had $1.8 billion of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $18 million. Income Taxes Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2026 was 19.0% and 19.4%, respectively. Our effective tax rate, exclusive of non-controlling interests, for the three and six months ended June 30, 2025 was 23.6% and 24.6%, respectively. Our effective tax rate for the three and six months ended June 30, 2026 reflects net benefits of $41 million and $78 million, respectively, from investments in renewable energy assets, and benefits of $10 million and $13 million, respectively, from investments in renewable natural gas projects and electric vehicle infrastructure. Our effective tax rate for the three and six months ended June 30, 2025 reflects net benefits of $7 million and $9 million, respectively, from investments in renewable natural gas projects and commercial electric vehicles. For the six months ended June 30, 2026 and 2025, net cash paid for income taxes was $79 million and $150 million, respectively. For additional discussion and detail regarding our income taxes, see Note 8, Income Taxes, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. 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 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 six months ended June 30, 2026 and 2025 (in millions of dollars) follows. For totals as well as further detail regarding our reportable segments and the adjustments used to calculate Adjusted EBITDA for each segment, see Note 11, Segment Reporting, of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. 35 Table of Contents Group 1 Group 2 Recycling & Waste Subtotal (1) Group 3 (Environmental Solutions) Corporate entities and other Total Three Months Ended June 30, 2026 Gross revenue $ 2,325 $ 2,180 $ 4,505 $ 463 $ 108 $ 5,076 Intercompany revenue (337) (290) (627) (13) (6) (646) Revenue allocations 49 45 94 8 (102) — Net revenue 2,037 1,935 3,972 458 — 4,430 Cost of operations 1,131 1,132 2,263 300 — 2,563 Selling, general and administrative 199 180 379 65 — 444 Adjusted EBITDA $ 707 $ 623 $ 1,330 $ 93 $ — $ 1,423 Capital expenditures $ 189 $ 137 $ 326 $ 25 $ 38 $ 389 Total assets $ 15,154 $ 11,764 $ 26,918 $ 5,320 $ 2,921 $ 35,159 Three Months Ended June 30, 2025 Gross revenue $ 2,180 $ 2,138 $ 4,318 $ 466 $ 98 $ 4,882 Intercompany revenue (329) (284) (613) (12) (22) (647) Revenue allocations 35 33 68 8 (76) — Net revenue 1,886 1,887 3,773 462 — 4,235 Cost of operations 1,081 1,083 2,164 285 — 2,449 Selling, general and administrative 185 176 361 64 — 425 Adjusted EBITDA $ 620 $ 628 $ 1,248 $ 113 $ — $ 1,361 Capital expenditures $ 231 $ 169 $ 400 $ 40 $ (33) $ 407 Total assets $ 14,108 $ 11,429 $ 25,537 $ 5,130 $ 2,730 $ 33,397 (1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments. 36 Table of Contents Group 1 Group 2 Recycling & Waste Subtotal (1) Group 3 (Environmental Solutions) Corporate entities and other Total Six Months Ended June 30, 2026 Gross revenue $ 4,527 $ 4,175 $ 8,702 $ 871 $ 203 $ 9,776 Intercompany revenue (656) (543) (1,199) (22) (11) (1,232) Revenue allocations 94 84 178 14 (192) — Net revenue 3,965 3,716 7,681 863 — 8,544 Cost of operations 2,199 2,165 4,364 565 — 4,929 Selling, general and administrative 391 352 743 127 — 870 Adjusted EBITDA $ 1,375 $ 1,199 $ 2,574 $ 171 $ — $ 2,745 Capital expenditures $ 450 $ 298 $ 748 $ 56 $ 64 $ 868 Total assets $ 15,154 $ 11,764 $ 26,918 $ 5,320 $ 2,921 $ 35,159 Six Months Ended June 30, 2025 Gross revenue $ 4,243 $ 4,114 $ 8,357 $ 920 $ 196 $ 9,473 Intercompany revenue (632) (533) (1,165) (25) (39) (1,229) Revenue allocations 72 69 141 16 (157) — Net revenue 3,683 3,650 7,333 911 — 8,244 Cost of operations 2,093 2,099 4,192 571 — 4,763 Selling, general and administrative 372 346 718 134 — 852 Adjusted EBITDA $ 1,218 $ 1,205 $ 2,423 $ 206 $ — $ 2,629 Capital expenditures $ 409 $ 284 $ 693 $ 77 $ 96 $ 866 Total assets $ 14,108 $ 11,429 $ 25,537 $ 5,130 $ 2,730 $ 33,397 (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 six months ended June 30, 2026 and 2025 are discussed below. Group 1 Adjusted EBITDA in Group 1 increased from $620 million and $1,218 million for the three and six months ended June 30, 2025, respectively, to $707 million and $1,375 million for the three and six months ended June 30, 2026, respectively. The most significant items impacting Adjusted EBITDA in Group 1 during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 include: •Net revenue for the three and six months ended June 30, 2026 increased 8.0% and 7.7%, respectively, due to an increase in average yield in all lines of business. Net revenue also increased due to higher solid waste volumes in our landfill line of business, as well as an increase in our small-container collection line of business. The increases were partially offset by decreased volume in our residential and large-container collection lines of business. Construction and demolition and special waste volumes also decreased in our landfill lines of business. •Cost of operations increased primarily due to an increase in labor and fuel costs. Group 2 Adjusted EBITDA in Group 2 decreased from $628 million and $1,205 million for the three and six months ended June 30, 2025, respectively, to $623 million and $1,199 million for the three and six months ended June 30, 2026, respectively. The most significant items impacting Adjusted EBITDA in Group 2 during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 include: •Net revenue for the three and six months ended June 30, 2026 increased 2.5% and 1.8%, respectively, due to an increase in average yield in all lines of business and increased special waste volume in our landfill line of business. These increases were partially offset by decreased volumes in our collection lines of business. Construction and 37 Table of Contents demolition volume also decreased in our landfill line of business primarily related to non-recurring Hurricane Helene recovery efforts in 2025. •Cost of operations increased primarily due to an increase in fuel, subcontract and labor costs. Group 3 Adjusted EBITDA in Group 3 decreased from $113 million and $206 million for the three and six months ended June 30, 2025, respectively, to $93 million and $171 million for the three and six months ended June 30, 2026, respectively. The most significant items impacting Adjusted EBITDA in Group 3 during the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025 include: •Net revenue for the three and six months ended June 30, 2026 decreased primarily due to a decline in event-based volumes relative to the same periods in 2025. •Cost of operations increased for the three months ended June 30, 2026 primarily due to an increase in subcontract and fuel costs relative to the same period in 2025. •Cost of operations decreased for the six months ended June 30, 2026 primarily due to a decrease in subcontract costs. Landfill and Environmental Matters Available Airspace As of June 30, 2026, we owned or operated 208 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, 2025 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of June 30, 2026 Cubic yards (in millions): Permitted airspace 4,872 — 51 5 (43) — 4,885 Probable expansion airspace 155 41 — — — — 196 Total cubic yards (in millions) 5,027 41 51 5 (43) — 5,081 Number of sites: Permitted airspace 207 — 2 (1) 208 Probable expansion airspace 12 2 — — 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 June 30, 2026, 14 of our landfills met all of our criteria for including their probable expansion airspace in our total available disposal capacity. At projected annual volumes, these 14 landfills have an estimated remaining average site life of 34 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. 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. 38 Table of Contents Property and Equipment The following tables reflect the activity in our property and equipment accounts for the six months ended June 30, 2026: Gross Property and Equipment Balance as of December 31, 2025 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 June 30, 2026 Land $ 1,016 $ 5 $ (1) $ 20 $ — $ — $ (2) $ 1,038 Landfill development costs 11,335 4 — 151 34 (17) 220 11,727 Vehicles and equipment 11,785 453 (274) 79 — — 106 12,149 Buildings and improvements 2,578 20 (2) 37 — — 126 2,759 Construction-in-progress - landfill 326 211 — — — — (228) 309 Construction-in-progress - other 423 127 — 1 — — (234) 317 Total $ 27,463 $ 820 $ (277) $ 288 $ 34 $ (17) $ (12) $ 28,299 Accumulated Depreciation, Depletion and Amortization Balance as of December 31, 2025 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 June 30, 2026 Landfill development costs $ (6,578) $ (277) $ — $ — $ 8 $ — $ (6,847) Vehicles and equipment (7,191) (497) 268 1 — 6 (7,413) Buildings and improvements (1,055) (66) 1 — — (3) (1,123) Total $ (14,824) $ (840) $ 269 $ 1 $ 8 $ 3 $ (15,383) 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: June 30, 2026 December 31, 2025 Cash and cash equivalents $ 107 $ 76 Restricted cash and marketable securities 285 259 Less: restricted marketable securities (86) (86) Cash, cash equivalents, restricted cash and restricted cash equivalents $ 306 $ 249 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: June 30, 2026 December 31, 2025 Financing proceeds $ 11 $ — Capping, closure and post-closure obligations 69 67 Insurance 205 192 Total restricted cash and marketable securities $ 285 $ 259 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 39 Table of Contents 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 of our debt should market conditions be favorable. Early extinguishment of debt will result in a loss in the period in which the debt is repaid. The loss on early extinguishment of debt relates to premiums paid to effectuate the repurchase and the relative portion of unamortized note discounts and debt issue costs. 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 expect to invest at least $1.2 billion in acquisitions in 2026. 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 six months ended June 30, 2026 and 2025: Six Months Ended June 30, 2026 2025 Cash provided by operating activities $ 2,380 $ 2,134 Cash used in investing activities $ (1,727) $ (1,815) Cash used in financing activities $ (595) $ (260) 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 six months ended June 30, 2026 and 2025 are summarized below. Changes in assets and liabilities, net of effects from business acquisitions and divestitures, increased our cash flows from operations by $17 million during the six months ended June 30, 2026, compared to an increase of $55 million during the same period in 2025, primarily as a result of the following: •Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $147 million during the six months ended June 30, 2026 due to the timing of billings, net of collections, compared to a $51 million increase in the same period in 2025. As of June 30, 2026, our days sales outstanding were 41.7, or 31.8 days net of deferred revenue, compared to 40.4, or 29.9 days net of deferred revenue, as of June 30, 2025. •Our prepaid expenses and other assets decreased $41 million during the six months ended June 30, 2026, compared to a $21 million decrease in the same period in 2025. The decrease in prepaid expenses and other assets during the six months ended June 30, 2026 is primarily driven by a decrease of tax receivables due to the timing of our estimated tax payments, partially offset by an increase in prepaid licensing and capitalized implementation costs for our cloud-based hosting arrangements. •Our accounts payable increased $123 million during the six months ended June 30, 2026, compared to a $13 million decrease in the same period in 2025, primarily due to the timing of payments. •Cash paid for capping, closure and post-closure obligations was $27 million during the six months ended June 30, 2026, compared to $21 million in the same period in 2025. •Cash paid for remediation obligations was $7 million higher during the six months ended June 30, 2026, compared to the same period in 2025. •Our other liabilities increased $53 million during the six months ended June 30, 2026, compared to a $138 million increase in the same period in 2025, primarily due to timing of payments for income taxes payable. In addition, cash paid for interest was $260 million and $243 million for the six months ended June 30, 2026 and 2025, respectively. Cash paid for income taxes was $79 million and $150 million for the six months ended June 30, 2026 and 2025, respectively. 40 Table of Contents Cash Flows Used in Investing Activities The most significant items affecting the comparison of our cash flows used in investing activities for the six months ended June 30, 2026 and 2025 are summarized below: •Capital expenditures during the six months ended June 30, 2026 were $868 million, compared with $866 million for the same period in 2025. •During the six months ended June 30, 2026 and 2025, we paid $865 million and $963 million, respectively, for acquisitions and investments. We intend to finance future capital expenditures, acquisitions and investments 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 six months ended June 30, 2026 and 2025 are summarized below: •During the six months ended June 30, 2026, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,185 million. During the six months ended June 30, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million. Additionally, net payments for notes payable and long-term debt were $711 million during the six months ended June 30, 2026, compared to net payments of $1,005 million during the same period in 2025. 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 six months ended June 30, 2026, we repurchased 3.1 million shares of our common stock for $659 million, which included the cash paid for excise tax on share repurchases, compared to repurchases of 0.3 million shares for $59 million, which included the cash paid for excise tax on share repurchases, during the same period in 2025. •Dividends paid were $385 million and $362 million during the six months ended June 30, 2026 and 2025, respectively. Financial Condition Debt Obligations As of June 30, 2026, we had $548 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 June 30, 2026, we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully. In the event of a failed re-borrowing under our commercial paper program, as of June 30, 2026, we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully. Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our unaudited consolidated balance sheet as of June 30, 2026. For further discussion of the components of our overall debt, see Note 7, Debt, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. 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 June 30, 2026, we had $72 million of borrowings outstanding under our Uncommitted Credit Facility. As of December 31, 2025, 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. As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of 41 Table of Contents the lenders are committed to participate in such extensions. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders. All loans to the Canadian Borrower and all loans denominated in Canadian dollars cannot exceed $1.0 billion (the Canadian Sublimit). The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Facility. Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.805% based on our Debt Ratings (all as defined in the Credit Facility agreement). The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate (all as defined in the Credit Facility agreement) plus a current applicable margin of 0.805% based on our Debt Ratings. As of June 30, 2026 and December 31, 2025, C$257 million and C$204 million, respectively, were outstanding against the Canadian Sublimit. The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. 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 $182 million and $425 million outstanding under the Credit Facility as of June 30, 2026 and December 31, 2025, respectively. We had $314 million and $319 million of letters of credit outstanding under the Credit Facility as of June 30, 2026 and December 31, 2025, respectively. We also had $420 million and $1.0 billion of principal borrowings outstanding under our commercial paper program as of June 30, 2026 and December 31, 2025, respectively. As a result, availability under the Credit Facility was $2.6 billion and $1.8 billion as of June 30, 2026 and December 31, 2025, respectively. Credit Facility 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 June 30, 2026, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed. As of June 30, 2026, 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. 42 Table of Contents 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 2023, was increased to $1.5 billion. The weighted average interest rate for borrowings outstanding as of June 30, 2026 was 3.974%. The weighted average interest rate for borrowings outstanding as of December 31, 2025 was 4.044%. We had $420 million and $1.0 billion principal value of commercial paper issued and outstanding under the program as of June 30, 2026 and December 31, 2025, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheets as of June 30, 2026 and December 31, 2025, respectively. On August 6, 2026, the Company amended its commercial paper program to increase the Commercial Paper Cap from $1.5 billion to $2.0 billion. Senior Notes and Debentures 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 under our credit facilities and a portion of outstanding borrowings under our commercial paper program. In June 2026, we issued $700 million of 4.750% senior notes due 2031 and $500 million of 5.000% senior notes due 2036. We used the proceeds from the June 2026 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under our credit facilities and a portion of outstanding borrowings under our 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 June 30, 2026 and December 31, 2025, we had $1.4 billion of tax-exempt financings outstanding with maturities ranging from 2026 to 2056 and 2026 to 2054, respectively. In March 2026, the California Municipal Finance Authority issued, for our benefit, $100 million in principal amount of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, will be used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California, of which $89 million had been incurred and reimbursed to us as of June 30, 2026. As of June 30, 2026, we had $285 million of restricted cash and marketable securities, of which $11 million represented proceeds from the issuance of the tax-exempt bonds. We have $250 million of tax-exempt financings that have an initial remarketing period of 10 years. Our remaining tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us. In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully. Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of June 30, 2026 and December 31, 2025. Finance Leases and Other As of June 30, 2026 and December 31, 2025, we had finance leases and other liabilities of $443 million and $441 million, respectively, with maturities ranging from 2026 to 2063 for both periods, respectively. As of June 30, 2026 and December 31, 2025, finance leases and other included $156 million and $148 million, respectively, related to construction costs for our corporate office building located in Phoenix, Arizona, which has been accounted for as a financing obligation. Credit Ratings Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings. As of June 30, 2026, our credit ratings were A- by Standard & Poor's Ratings Services, A- by Fitch Ratings, Inc. and A3 by Moody’s Investors Service, Inc. If our credit ratings were downgraded, especially any downgrade to below investment grade, our ability to access the debt markets with the same flexibility that we have experienced historically, our cost of funds and other terms for new debt issuances could be adversely impacted. 43 Table of Contents 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 13, 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, 2025. 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.
Fuel Price Risk Fuel costs represent a significant operating expense. When economically practical, we may enter into new fuel hedges, renew contracts, or engage in other strategies to mitigate market risk. As of June 30, 2026, we had no fuel hedges in place. While we charge fuel…
Fuel Price Risk Fuel costs represent a significant operating expense. When economically practical, we may enter into new fuel hedges, renew contracts, or engage in other strategies to mitigate market risk. As of June 30, 2026, we had no fuel hedges in place. While we charge fuel recovery fees to a majority of our customers, we are unable to charge such fees to all customers. At current consumption levels, we believe a twenty-cent per gallon change in the price of diesel fuel would change our combined fuel expense and transportation surcharges by approximately $31 million per year. We expect fuel recovery fees charged to our customers to offset these changes in expense. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fees by approximately $37 million per year. Our operations also require the use of certain petrochemical-based products (such as liners at our landfills), the cost of which may vary with the price of petrochemicals. An increase in the price of petrochemicals could increase the cost of those products, which would increase our operating and capital costs. We are susceptible to increases in fuel surcharges from our vendors. Our fuel costs were $295 million during the six months ended June 30, 2026, or 3.5% of revenue, compared to $230 million, or 2.8% of revenue, during the comparable period in 2025. Commodities Price Risk We market recovered materials such as old corrugated containers and old newsprint from our recycling centers. Changes in market supply and demand for recycled commodities causes volatility in commodity prices. In prior periods, we have entered into derivative instruments such as swaps and costless collars designated as cash flow hedges to manage our exposure to changes in prices of these commodities. As of June 30, 2026, we had no recycling commodity hedges in place. At current volumes and mix of materials, we believe a $10 change in the price of recycled commodities would change both annual revenue and operating income by approximately $13 million. Revenue from recycling processing and commodity sales during the six months ended June 30, 2026 and 2025 was $234 million and $222 million, respectively. 44 Table of Contents Interest Rate Risk We are subject to interest rate risk on our variable rate long-term debt. Additionally, we enter into various interest rate swap agreements with the goal of reducing overall borrowing costs, as well as interest rate locks to manage exposure to fluctuations in anticipation of future debt issuances. Our interest rate swap and lock contracts have been authorized pursuant to our policies and procedures. We do not use financial instruments for trading purposes and are not a party to any leveraged derivatives. As of June 30, 2026, we had $1.8 billion of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $18 million. This analysis does not reflect the effect that interest rates would have on other items, such as new borrowings and the impact on the economy. 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 for further information regarding how we manage interest rate risk.
Read original filing text →General Legal Proceedings We are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or ju…
General Legal Proceedings We are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or judgments against us, or settlements, which may impact earnings and cash flows for a particular period. Although we cannot predict the ultimate outcome of any legal matter with certainty, we do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows. As used in the immediately following paragraph, the term legal proceedings refers to litigation and similar claims against us and our subsidiaries, excluding: (1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with self-insured employee health care costs, are discussed in Note 5, Other Liabilities, to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q; and (2) environmental remediation liabilities, which totaled $429 million at June 30, 2026 and which are discussed in Note 6, Landfill and Environmental Costs, to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q. We accrue for legal proceedings when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses. Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate. If we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range. As of June 30, 2026, we estimate that the probable and reasonably estimable outcomes of any such legal proceedings, as well as the aggregate potential liability using reasonably possible high ends of our ranges, are immaterial to the Company's consolidated financial statements. Legal Proceedings over Certain Environmental Matters Involving Governmental Authorities with Possible Sanctions of $1,000,000 or More Item 103 of the SEC's Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and the proceedings involve potential monetary sanctions unless we reasonably believe the monetary sanctions will not equal or exceed a threshold which we determine is reasonably designed to result in disclosure of any such proceeding that is material to our business or financial condition. We have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement.
Read original filing text →There have been no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. 46 Table of Contents
There have been no material changes to the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. 46 Table of Contents
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