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Republic Services

Republic ServicesRSG決算レポート

NYSE · 産業 · 環境及び施設サービス

Republic Services, Inc. is a North American waste disposal company whose services include non-hazardous solid waste collection, waste transfer, waste disposal, recycling, and energy services. It is the second largest provider of waste disposal in the United States after Waste Management. Its operations primarily consist of providing collection, transfer, and disposal of non-hazardous solid waste, recovering and recycling of certain materials, and energy services. The company is 35.

What changed in Republic Services's 10-K — 2024 vs 2025

Top changes in Republic Services's 2025 10-K

438 paragraphs added · 460 removed · 364 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

68 edited+6 added−5 removed40 unchanged
We believe customer demand for products and services that respond to evolving environmental trends, including decarbonization and circularity, should support above average growth rates and attractive returns in our sustainability innovation businesses.
In our sustainability innovation businesses, we believe customer demand for products and services that respond to evolving environmental trends, including circularity and decarbonization, should support above average growth rates and attractive returns.
Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, recycling centers, transfer stations, TSDFs, deep well injection facilities, and landfills.
Our goal is to create market-specific, vertically integrated operations typically consisting of one or more collection operations, transfer stations, recycling centers, TSDFs, deep well injection facilities, and landfills.
Additionally, our focus on preventative maintenance is improving the reliability of our fleet and enabling us to provide superior service to our customers, differentiating us from our competition. People and Talent Agenda Being human-centered is at the core of our robust people and talent agenda. We strive to maintain an environment that attracts and retains the best talent.
Additionally, our focus on preventative maintenance is improving the reliability of our fleet and enabling us to provide superior service to our customers, differentiating us from our competition. People and Talent Focus Being human-centered is at the core of our robust people and talent agenda. We strive to maintain an environment that attracts and retains the best talent.
Our 2030 Sustainability Goals As we grow, so does our opportunity to make a meaningful, positive impact on the environment and society. Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals (1) and our greenhouse gas reduction goal is aligned with The Paris Agreement. Each goal is aligned with one of the Company's elements of sustainability.
Our 2030 Sustainability Goal As we grow, so does our opportunity to make a meaningful, positive impact on the environment and society. Our ambitious 2030 goals are aligned with the UN Sustainable Development Goals (1) and our greenhouse gas reduction goal is aligned with the Paris Agreement. Each goal is aligned with one of the Company's elements of sustainability.
The program includes six initiatives to help us achieve our goal to have zero employee fatalities and reduce our OSHA Total Recordable Incident Rate. • Focus Together: This effort is the very core of our safety program and is designed to help frontline employees eliminate the six most common types of serious incidents. • Lead Together: We provide best-in-class communication channels and advanced training techniques for all frontline supervisors and managers to help them guide their teams. • Partner Together: Staying safe requires involvement by employees at all levels.
The program includes six initiatives to help us achieve our goal to have zero employee fatalities and reduce our OSHA Total Recordable Incident Rate. • Focus Together: This effort is the core of our safety program and is designed to help frontline employees eliminate the six most common types of serious incidents. • Lead Together: We provide best-in-class communication channels and advanced training techniques for all frontline supervisors and managers to help them guide their teams. • Partner Together: Staying safe requires involvement by employees at all levels.
Development projects, while generally less capital intensive than acquisitions, typically require extensive permitting efforts that can take years to complete with no assurance of success. We undertake development projects when we believe there is a reasonable probability of success and where reasonably priced acquisition opportunities are not available.
Development projects, while generally less capital intensive than acquisitions, typically require extensive permitting efforts that can take years to complete with no assurance of success. We undertake development projects when we believe there is a reasonable probability of success and reasonably priced acquisition opportunities are not available.
To help ensure a consistent customer experience, we have invested in our customer service capabilities and our centralized Customer Experience function. This modern technology provides our customer services employees with the tools and capabilities they need to provide better levels of service through a variety of communication channels.
To help ensure a consistent customer experience, we have invested in our customer service capabilities and our centralized Customer Experience function. This modern technology provides our customer service employees with the tools and capabilities they need to provide better levels of service through a variety of communication channels.
Within our recycling and waste business, we prioritize investments in market verticals with above average growth rates and higher return profiles. Environmental solutions remains fragmented, which provides consolidation opportunities to drive scale.
Within our recycling and waste business, we prioritize investments in market verticals with above-average growth rates and higher return profiles. The environmental solutions market remains fragmented, which provides consolidation opportunities to drive scale.
We also evaluate stand-alone opportunities to acquire businesses and/or facilities that are being divested by other publicly-owned companies. We continue to invest in value-enhancing acquisitions in existing markets.
We also evaluate stand-alone opportunities to acquire businesses and/or facilities that are being divested by other publicly-owned companies. We expect to continue to invest in value-enhancing acquisitions in existing markets.
Republic drivers have won 69% of the Driver of the Year awards issued for the large truck category since 2009. In addition, our best drivers are recognized and rewarded with competing in our National Road-EO competition. • Analyze Together: We analyze real-time data to make short- and long-term decisions and identify opportunities for improvement.
Republic drivers have won 66% of the Driver of the Year awards issued for the large truck category since 2009. In addition, our best drivers are recognized and rewarded with competing in our National Road-EO competition. • Analyze Together: We analyze real-time data to make short- and long-term decisions and identify opportunities for improvement.
To help ensure our efforts are making an impact and building customer loyalty, we solicit feedback from our customers, including Net Promoter Score℠, so that every General Manager receives recent, relevant feedback that allows him or her the ability to reach out to customers directly and address issues immediately.
To help ensure our efforts are making an impact and building customer loyalty, we solicit feedback from our customers, including Net Promoter Score℠, so that every General Manager receives timely, relevant feedback that allows him or her the ability to reach out to customers directly and address issues immediately.
Fleet Automation Approximately 77% of our residential routes have been converted to automated single-driver trucks. By converting our residential routes to automated service, we reduce labor costs, improve driver productivity, decrease emissions and create a safer work environment for our employees.
Fleet Automation Approximately 79% of our residential routes have been converted to automated single-driver trucks. By converting our residential routes to automated service, we reduce labor costs, improve driver productivity, decrease emissions and create a safer work environment for our employees.
We are committed to an efficient capital structure and maintaining our investment grade credit ratings on our senior debt, which was rated BBB+ by Standard & Poor’s Ratings Services, A- by Fitch Ratings, Inc. and Baa1 by Moody’s Investors Service, Inc. Such ratings have allowed us, and should continue to allow us, to readily access capital markets at competitive rates.
We are committed to an efficient capital structure and maintaining our investment grade credit ratings on our senior debt, which was rated A- by Standard & Poor’s Ratings Services, A- by Fitch Ratings, Inc. and A3 by Moody’s Investors Service, Inc. Such ratings have allowed us, and should continue to allow us, to readily access capital markets at competitive rates.
Foundational Elements Our strategy is designed to generate profitable growth by sustainably managing our customers’ needs, and it is underpinned by three foundational elements – (1) our market position, (2) our operating model and (3) our people and talent agenda.
Foundational Elements Our strategy is designed to generate profitable growth by sustainably managing our customers’ needs, and it is underpinned by three foundational elements – (1) our market position, (2) our operating model and (3) our people and talent focus.
These groups each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal. Safety Republic is dedicated to the safety of our employees, customers and the communities we serve.
These groups each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal. Safety Republic is committed to the safety of our employees, customers and the communities we serve.
We believe our Safety Amplified program provides additional benefits for our Company and stakeholders including: • further strengthening relationships within the communities we service; • enhancing customer trust; • streamlining operational processes and increasing productivity; • delivering a reputational advantage, including positioning our Company as an employer-of-choice; • building and sustaining a safety culture in all areas of our business; and • contributing to employee engagement.
We believe our Safety Amplified program provides additional benefits for our Company and stakeholders including: • further strengthening relationships within the communities we serve; • enhancing customer trust; • streamlining operational processes and increasing productivity; • delivering a reputational advantage, including positioning our Company as an employer-of-choice; • maintaining and sustaining a safety culture in all areas of our business; and • contributing to employee engagement.
We remain committed to expanding employee participation in learning programs that are relevant to our business strategy and contribute to career advancement for our employees. 6 Table of Contents Compensation and Benefits We offer compensation and benefits that help improve our employees' overall financial, physical and emotional wellbeing, as well as recognize hard work with opportunities to grow.
We remain committed to expanding employee participation in learning programs that are relevant to our business strategy and contribute to career advancement for our employees. Compensation and Benefits We offer compensation and benefits that help improve our employees' overall financial, physical and emotional wellbeing, as well as recognize hard work with opportunities to grow.
We have a dedicated team of safety professionals at our corporate headquarters and in our field operations, led by our Vice President of Environmental Health and Safety who reports directly to our Chief Operating Officer. Due to the nature of our industry, we make safety a top priority and we recognize and reward employees for outstanding safety records.
We have a dedicated team of safety professionals at our corporate headquarters and within our field operations, led by our Vice President of Environmental Health and Safety who reports directly to our Chief Operating Officer. Due to the nature of our industry, safety is a top priority, and we recognize and reward employees for outstanding safety records.
Over the past 10 years, our safety performance (based on OSHA recordable rates) has been 24% better than the industry average. Our Think, Choose, Live slogan encapsulates our everyday safety messaging to our employees to: Think about what you are doing, Choose the safe answer and Live to go home to your family.
Over the past 10 years, our safety performance (based on OSHA recordable rates) has been 23% better than the industry average. Our Think, Choose, Live motto encapsulates our everyday safety messaging to our employees to: Think about what you are doing, Choose the safe answer and Live to go home to your family.
Together they are designed to significantly benefit the environment and society, while enhancing the foundation and profitability of our business for the long-term. • Safety Amplified: Achieve zero annual employee fatalities • Incident Reduction: Reduce OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 • Engaged Workforce: Achieve and maintain employee engagement scores at or above 88 by 2030 • Science Based Target: Reduce absolute Scope 1 and 2 greenhouse gas emissions 35% by 2030 (2) , approved by SBTi (3) , with an interim goal of achieving a 10% reduction by 2025 (4) • Circular Economy: Increase recovery of key materials by 40% on a combined basis by 2030 (2) • Renewable Energy: Increase beneficial reuse of biogas by 50% by 2030 (2) • Charitable Giving: Create sustainable neighborhoods through strong community partnerships for 45 million people by 2030 (2) We believe that reducing our impact on the planet and improving the quality of life for its inhabitants are the right things to do, and they are also necessary actions to ensure a vibrant future for our organization.
Together they are designed to significantly benefit the environment and society, while enhancing the foundation and profitability of our business for the long-term. • Safety Amplified: Achieve zero annual employee fatalities • Incident Reduction: Reduce OSHA Total Recordable Incident Rate (TRIR) to 2.0 or less by 2030 • Engaged Workforce: Achieve and maintain employee engagement scores at or above 88 by 2030 • Emissions Reduction: Reduce absolute Scope 1 and 2 greenhouse gas emissions 35% by 2030 (2) , which was approved by SBTi (3, 4) • Circular Economy: Increase recovery of key materials by 40% on a combined basis by 2030 (2) • Renewable Energy: Increase beneficial reuse of biogas by 50% by 2030 (2) • Charitable Giving: Create sustainable neighborhoods through strong community partnerships for 45 million people by 2030 (2) We believe that reducing our impact on the planet and improving the quality of life for its inhabitants are the right things to do, and they are also necessary actions to ensure a vibrant future for our organization.
(1) We have aligned our 2030 goals with the following UN Sustainable Development Goals: (3) Good Health and Well-being, (4) Quality Education, (7) Affordable Clean Energy, (8) Decent Work and Economic Growth, (9) Industry, Innovation and Infrastructure, (10) Reduced Inequalities, (11) Sustainable Cities and Communities, (12) Responsible Consumption and Production, (13) Climate Action and (14) Peace, Justice and Strong Institutions.
(1) We have aligned our 2030 goals with the following UN Sustainable Development Goals: (3) Good Health and Well-being, (4) Quality Education, (6) Clean Water and Sanitation, (7) Affordable Clean Energy, (8) Decent Work and Economic Growth, (9) Industry, Innovation and Infrastructure, (10) Reduced Inequalities, (11) Sustainable Cities and Communities, (12) Responsible Consumption and Production, (13) Climate Action, (14) Life Below Water, and (16) Peace, Justice and Strong Institutions.
We offer a broad set of environmental services across the United States and Canada as the sole provider, which we believe sets us apart in the industry. Customers appreciate our track record of safe and environmentally compliant operations, with the expertise to manage complex waste streams.
We offer a broad set of environmental services across the United States and Canada and can thus serve as many of our customers' sole provider, which we believe sets us apart in the industry. Customers appreciate our track record of safe and environmentally compliant operations, with the expertise to manage complex waste streams.
We believe it will also improve our total cost of ownership while providing a competitive advantage in certain communities. We are partnering with multiple manufacturers to pilot electric-powered recycling and waste trucks. As electric vehicle technology continues to develop, we expect to further deploy electrification to our fleet.
We believe it will also improve our total cost of ownership through reduced operating costs and maintenance, while providing a competitive advantage in certain communities. We are partnering with multiple manufacturers to pilot electric-powered recycling and waste trucks. As electric-vehicle technology continues to develop, we expect to further deploy electrification within our fleet.
In addition, by securing long-term agreements, we are better able to help ensure we earn an appropriate return on the capital deployed. • Price Increases - We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in vehicles, equipment, recycling centers, transfer stations, TSDFs, deep well injection facilities, landfills, and other post-collection infrastructure. • Expansion of Recycling Capabilities - Based on the most recent United States Environmental Protection Agency (EPA) data, approximately 32% of municipal solid waste is recycled and/or composted.
In 2 T a b l e o f C o n t e n t s addition, by securing long-term agreements, we are better able to help ensure we earn an appropriate return on the capital deployed. • Price Increases - We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in vehicles, equipment, transfer stations, recycling centers, TSDFs, deep well injection facilities, landfills, and other post-collection infrastructure. • Expansion of Recycling Capabilities - Based on the most recent United States Environmental Protection Agency (EPA) data, approximately 32% of municipal solid waste is recycled and/or composted.
We also work with 4 Table of Contents equipment manufacturers to incorporate safety elements such as seat belt alarms, blind spot awareness, lane departure alarms and other potentially lifesaving equipment in our fleet.
We also work with equipment manufacturers to incorporate safety elements such as seat belt alarms, blind spot awareness, lane departure alarms and other potentially lifesaving equipment in our fleet.
We are dedicated to driving our people and talent agenda, which includes (1) representing the diversity of the communities we serve and sustaining a safe and inclusive culture, (2) maintaining a highly engaged workforce, (3) developing our talent through learning and development experiences and (4) offering rewards that attract and retain the best workforce.
We are dedicated to driving our people and talent agenda, which includes (1) sustaining a safe, inclusive and diverse culture, (2) maintaining a highly engaged workforce, (3) developing our talent through learning and development experiences and (4) offering rewards that attract and retain the best workforce.
As of December 31, 2024, our average fleet age for recycling and waste collection vehicles in years, by line of business, was as follows: Approximate Number of Vehicles Approximate Average Age Residential 7,300 7.7 Small-container 5,500 7.2 Large-container 4,800 9.0 Total 17,600 7.9 OneFleet, our standardized vehicle maintenance program, enables us to use best practices for fleet management, truck care and maintenance.
As of December 31, 2025, our average fleet age for recycling and waste collection vehicles in years, by service line of business, was as follows: Approximate Number of Vehicles Approximate Average Age Residential 7,300 7.7 Small-container 5,600 7.3 Large-container 4,900 8.8 Total 17,800 7.9 OneFleet, our standardized vehicle maintenance program, enables us to use best practices for fleet management, truck care and maintenance.
We are engaged in 79 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills.
We are engaged in 84 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 124 closed landfills.
We support inclusion and connectivity for our diverse populations through our Business Resource Groups (BRG) and focus on the involvement of our field locations in all of our BRGs, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), UNIDOS, the Black Employee Network and PRISM in support of the LGBTQ+ community.
We support inclusion and connectivity through our Business Resource Groups (BRG) and focus on the involvement of our field locations in all of our BRGs, including Women of Republic, VALOR (Veterans, Advocacy, Learning, Outreach and Recruiting), UNIDOS, the Black Employee Network, AAPI (Asian American and Pacific Islander) and PRISM in support of the LGBTQ+ community.
ITEM 1. BUSINESS Overview Republic is one of the largest providers of environmental services in the United States, as measured by revenue.
ITEM 1. BUSINESS Overview Republic Services is one of the largest providers of environmental services in North America, as measured by revenue.
Our Polymer Centers will enable us to produce food-grade drop-in substitutes for virgin plastics, while allowing us to expand recycling of plastics across North America.
We believe our Polymer Centers will enable us to produce food-grade drop-in substitutes for virgin plastics, while allowing us to expand plastics circularity across North America.
In 2023, we announced the development of Blue Polymers, a joint-venture with Ravago JV Holdings, LLC, creating vertical integration that will further advance circularity by acquiring all olefins produced by the Polymer Centers to further process and manufacture custom blended pellets for food-grade and non-food-grade packaging. Blue Polymers production facilities are currently being constructed in Indianapolis, Indiana, and Buckeye, Arizona.
In 2023, we announced the development of Blue Polymers, a joint-venture with Ravago JV Holdings, LLC, creating vertical integration that will further advance circularity by acquiring all olefins produced by the Polymer Centers to further process and manufacture custom blended pellets for food-grade and non-food-grade packaging.
We realize synergies from consolidating businesses into our existing operations, whether through acquisitions or public-private partnerships, which allows us to reduce capital expenditures and expenses associated with truck routing, personnel, fleet maintenance, inventories and back-office administration. 3 Table of Contents Operating Model Our operating model allows us to deliver a consistent, high-quality service to all our customers through the Republic Way: One Way.
We realize synergies from consolidating businesses into our existing operations, whether through acquisitions or public-private partnerships, which allows us to reduce capital expenditures and expenses associated with truck routing, personnel, fleet maintenance, inventories and back-office administration. 3 T a b l e o f C o n t e n t s Operating Model Our operating model enables us to deliver consistent, high-quality service to all our customers through the Republic Way: One Way.
We believe investments in our digital platforms support improved processes for our employees that lead to enhanced employee engagement and enable our customers to do business with us through more channels and with better access to information, ultimately driving increased customer loyalty.
Digital By prioritizing our digital capabilities, we seek to provide a consistent experience across our business. We believe investments in our digital platforms support improved processes for our employees that lead to enhanced employee engagement and enable our customers to do business with us through more channels and with better access to information, ultimately driving increased customer loyalty.
Dividends In July 2024, our Board of Directors approved an increase in the quarterly dividend to $0.580 per share, which represents an increase of approximately 8% over the prior year. This increase represented the 21 st consecutive year of a dividend increase. Over the last five years, our dividends have increased at a compounded annual growth rate of 6.4%.
Dividends In July 2025, our Board of Directors approved an increase in the quarterly dividend to $0.625 per share, which represents an increase of approximately 8% over the prior year. This increase represented the 22 nd consecutive year of a dividend increase. Over the last five years, our dividends have increased at a compounded annual growth rate of 6.3%.
As a key player in the circular economy, we are strategically focused on expanding recycling volume through innovative material handling processes and programs to help our customers achieve their goals related to sustainability and environmentally sound waste practices while also generating an appropriate return.
As a key player in the circular economy, we are strategically focused on expanding recycling volume through innovative material handling processes and programs to help our customers achieve their goals related to sustainability and environmentally sound practices while also generating an appropriate return. In 2024, we commenced operations at our first Polymer Center in Las Vegas, Nevada.
We introduced our Elements of Sustainability, the foundation of our sustainability platform, in 2014. Our elements, Safety, Talent, Climate Leadership and Communities, are deeply integrated into our business and anchor our ambitious 2030 sustainability goals.
We have long been a leader in environmental services and sustainability. We introduced our Elements of Sustainability, the foundation of our sustainability platform, in 2014. Our elements, Safety, Talent, Climate Leadership and Communities, are deeply integrated into our business and anchor our ambitious 2030 sustainability goals.
As of December 31, 2024, we operated 52 electric collection vehicles and had 22 commercial scale electric charging facilities. Standardized Maintenance Based on an industry trade publication, we operate the third largest vocational fleet in the United States.
As of December 31, 2025, we operated more than 180 electric-collection vehicles and had 32 commercial-scale electric charging facilities. Standardized Maintenance Based on an industry trade publication, we operate the third largest vocational truck fleet in the United States.
Examples include analysis of roadway awareness training, data mapping and other employee protection and preparedness insights. • Innovate Together: We employ the latest technologies in our fleet, including automation, rear cameras, in-cab backup alarms and event recording systems, and we take a data-driven approach to support our employees.
Examples include analysis of roadway awareness training, data mapping and other employee protection and preparedness insights. • Innovate Together: We employ the latest technologies in our fleet, including driver-supported automation, rear cameras, in-cab backup alarms and event recording systems, and we take a data-driven approach to support our 4 T a b l e o f C o n t e n t s employees.
With the roll-out of this technology we have improved productivity through more real-time routing information and data visualization tools, increasing customer connectivity and enabling automated service verification communications and enhancing the employee experience by providing better tools and technology designed around employee interaction.
With the roll-out of this technology we have improved productivity through more real-time routing information and data visualization tools, increasing customer connectivity and enabling automated 7 T a b l e o f C o n t e n t s service verification communications and enhancing the employee experience by providing better tools and technology designed around employee interaction.
We believe the total addressable North American environmental services market in which we operate generates approximately $165 billion of annual revenue, which includes the $105 billion United States and Canada recycling and waste industry, $35 billion of the broader environmental solutions industry, and $25 billion in sustainability innovation (described below) and emerging waste and recycling technologies.
We believe the total addressable United States and Canada environmental services market in which we operate generates approximately $163 billion of annual revenue, which includes the $110 billion recycling and waste industry, $37 billion of the broader environmental solutions industry, and $16 billion in sustainability innovation (described below) and emerging waste and recycling technologies.
We review key 5 Table of Contents progress metrics such as engagement and turnover and regularly report on these metrics to our Board of Directors. This level of reporting holds all of our leaders accountable for the continued growth and development of our people.
We review key progress metrics such as engagement and turnover 5 T a b l e o f C o n t e n t s and regularly report on these metrics to our Board of Directors. This level of reporting holds all of our leaders accountable for the continued growth and development of our people.
These tools reinforce to our customers that they can rely on us to handle their recycling and waste service needs in a way that is easy and convenient for them. • Our website and mobile app are online account management tools, allowing customers access to their accounts and our services. • Our e-commerce sales channel allows customers to secure services on a real-time basis, provides capabilities to meet our customers' evolving buying preferences and provides a lower cost sales channel. 7 Table of Contents We are leveraging technology to digitally connect our customers, drivers, logistics analysts, supervisors and trucks via our "RISE" dispatch platform and in-cab technology.
These tools reinforce to our customers that they can rely on us to handle their recycling and waste services needs in a way that is easy and convenient for them. • Our website and mobile app are online account management tools, allowing customers access to their accounts and our services. • Our e-commerce sales channel allows customers to secure services on a real-time basis, provides capabilities to meet our customers' evolving buying preferences and provides a lower cost sales channel.
In 2024, we commenced operation at our first Polymer Center in Las Vegas, Nevada, and completed construction at our Polymer Center in Indianapolis, Indiana. Our Polymer Centers are part of a vertical integration that will advance circularity for plastics and help us manage the plastics stream from curbside collection to delivery of recycled content for consumer packaging.
In 2025, we commenced operations at our second Polymer Center in Indianapolis, Indiana and construction began at our third Polymer Center in Allentown, Pennsylvania. Our Polymer Centers are part of a vertical integration that will advance circularity for plastics and help us manage the plastics stream from curbside collection to delivery of recycled content for consumer packaging.
We continue to expand our offering of products and services to meet customer demand for a single provider for their environmental service needs. We have made progress on this front, including through the expansion of our environmental solutions segment supported by the acquisition of US Ecology, along with subsequent acquisitions.
We continue to expand our offering of products and services to meet customer demand for a single provider for their environmental services needs. We have made progress on this front, including through our continued expansion of our environmental solutions segment.
Cash Utilization Strategy We take a consistent and balanced approach to capital allocation to drive long-term, sustainable value for our shareholders. The predictability of our free cash flows allows us to efficiently execute our capital allocation strategy, which includes investing in value-creating acquisitions and returning free cash flow to our shareholders through dividends and share repurchases.
The predictability of our free cash flows allows us to efficiently execute our capital allocation strategy, which includes investing in value-creating acquisitions and returning free cash flow to our shareholders through dividends and share repurchases.
We operate throughout North America, but the physical collection and recycling or disposal of material is very much a local business, and the dynamics and opportunities differ in each of the markets we serve.
We operate throughout the United States and Canada, but the physical collection and recycling or disposal of material is largely a local business, and the dynamics and opportunities differ in each market we serve.
Additionally, our market planning process allows us to analyze market conditions and proactively adjust to trends as they emerge, including the effects of legislation, demographic shifts and changes in the market and the competitive landscape. Internal Growth • Volume Growth - We believe volumes are driven by population growth, household formation and new business formation.
Additionally, our market planning process allows us to analyze market conditions and proactively adjust to trends as they emerge, including the effects of legislation, demographic shifts and changes in the market and the competitive landscape.
The MOSAIC Council consists of leaders from across the Company who serve as ambassadors and thought partners for inclusion and diversity. This enables us to continue to develop new strategies and activities that are tied to the needs of our employees, customers and business with the goal of creating an even more inclusive work environment and diverse workforce.
This enables us to continue to develop new strategies and activities that are tied to the needs of our employees, customers and business with the goal of creating an even more inclusive work environment and diverse workforce.
We operate across the United States and Canada through 367 collection operations, 248 transfer stations, 75 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 14 deep injection wells, and 1 polymer center.
We operate across the United States and Canada through 377 collection operations, 255 transfer stations, 79 recycling centers, 207 active landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 15 deep injection wells, 9 industrial wastewater treatment facilities, and 2 polymer centers.
We have installed advanced technology on recycling and waste collection vehicles that utilizes cameras to identify recycling contamination and overfilled containers. We expect this technology will reduce recycling contamination over time and drive incremental revenue.
We have installed advanced technology on recycling and waste collection vehicles that utilizes cameras to identify recycling contamination and overfilled containers. We expect this technology will reduce recycling contamination over time and drive incremental revenue. In 2025, we advanced the deployment of our “MPower” enterprise asset management system to digitally connect our maintenance team to our collection fleet of vehicles.
We continue to improve representation of diverse groups across all levels of the Company. Our commitment to inclusion and diversity starts at the top of our organization, as outlined in our Mission of Supporting an Inclusive Culture (MOSAIC), established in 2013 and supported by the MOSAIC Council.
Our commitment to inclusion and diversity starts at the top of our organization, as outlined in our Mission of Supporting an Inclusive Culture (MOSAIC), established in 2013 and supported by the MOSAIC Council. The MOSAIC Council consists of leaders from across the Company who serve as ambassadors and thought partners for inclusion and diversity.
The information contained on our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K or in any other filing we make under the Exchange Act.
The information contained on our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K or in any other filing we make under the Exchange Act. Cash Utilization Strategy We take a consistent and balanced approach to capital allocation to drive long-term, sustainable value for our shareholders.
We also look to enter into long-term disposal and recycling contracts with municipalities and other third parties. By obtaining such long-term agreements, we can grow our contracted revenue base at a rate consistent with the underlying economic growth in 2 Table of Contents these markets.
By obtaining such long-term agreements, we can grow our contracted revenue base at a rate consistent with the underlying economic growth in these markets.
We also found that employees whose leaders are highly inclusive are more likely to speak up and share their perspective. Regularly hearing from our employees allows us to understand how to support and strengthen an exceptional employee experience. Our goal is to achieve and maintain employee engagement scores at or above 88 by 2030.
Our data reinforces that business units with a highly engaged workforce experience less turnover. We also found that employees whose leaders are highly inclusive are more likely to speak up and share their perspective. Regularly hearing from our employees enables us to understand how to support and strengthen an exceptional employee experience.
Refer to our Sustainability Report for our progress toward our 2030 sustainability goals, and refer to our full suite of climate-related sustainability reporting for updates regarding our progress toward our climate goals, including the Task Force on Climate-Related Financial Disclosures (TCFD), SASB, Global Reporting Initiative and CDP Climate Change, all of which can be found at republicservices.com/sustainability/reporting.
(4) Interim goal of achieving 10% emissions reduction by 2025 was achieved in fiscal year 2023. 8 T a b l e o f C o n t e n t s Refer to our Sustainability Report for our progress toward our 2030 sustainability goals, and refer to our full suite of climate-related sustainability reporting for updates regarding our progress toward our climate goals, including the Task Force on Climate-Related Financial Disclosures (TCFD), Sustainability Accounting Standards Board (SASB), Global Reporting Initiative (GRI) and CDP Climate Change, all of which can be found at republicservices.com/sustainability.
We measure employee engagement through a third-party survey, assessing employee sentiment on a variety of topics such as pride for the Company, job satisfaction and intention to stay. Our data reinforces that business units with a highly engaged workforce experience less turnover.
Employee Engagement We believe an engaged workforce is a key element of our success as engaged employees deliver better customer service and are more productive. We measure employee engagement through a third-party survey, assessing employee sentiment on a variety of topics such as pride for the Company, job satisfaction and intention to stay.
Employee engagement is a core part of our business strategy, which is why we compensate our General Managers, in part, on their employee engagement scores. This reinforces our commitment for leaders to listen and take action on employee feedback and helps to ensure that our leaders are held accountable and rewarded for their efforts to drive a more engaged workforce.
This reinforces our commitment for leaders to listen and take action on employee feedback and helps to ensure that our leaders are held accountable and rewarded for their efforts to drive a more engaged workforce. Talent Development We are committed to providing our employees with opportunities to develop throughout their careers.
We believe these programs provide the fundamental skills necessary to be successful across roles. Additionally, to meet the specific needs of the business, we opened a comprehensive Technical Training Institute in April 2021 where we train and develop our technicians. We have had 267 participants in the course since its inception.
Additionally, to meet the specific needs of the business, we opened a comprehensive Technical Training Institute in April 2021 where we train and develop our technicians. We have had 398 participants in the course since its inception. Our leadership programs are a critical part of growing our people. We remain focused on attracting, hiring and developing early career leaders.
Additionally, our MBA intern program, with 51 participants since 2019, introduces strong talent to the organization and is a path of opportunity into the GMAP program. We have found that these programs and experiences help ensure that the next generation of leaders build the necessary skills and experiences to be successful in their roles today and in the future.
Since the beginning of these programs in 2017, 135 leaders have graduated into leadership positions. Additionally, our MBA intern program, with 60 participants since 2019, introduces strong talent to the organization and is a path of opportunity into the GMAP program.
Our leadership programs are a critical part of growing our people. We remain focused on attracting, hiring and developing early career leaders. Our rotational training and development programs, including our General Manager Acceleration Program (GMAP) and Operations Manager Acceleration Program, help us attract, develop and advance a diverse and talented pool of individuals from across our organization.
Our rotational training and development programs, including our General Manager Acceleration Program (GMAP) and Operations Manager Acceleration Program, help us attract, develop and advance a diverse and talented pool of individuals from across our organization. Our Executive Leadership team sponsors these programs, providing visibility and support for the career advancement of our high-potential talent across the organization.
Volume growth through increases in our customer base and service offerings is the most capital efficient method to grow our business. We seek to obtain long-term contracts for collecting recyclable, solid waste and industrial waste material under residential collection contracts with municipalities, exclusive franchise agreements, small-container and large-container contracts and environmental solutions service contracts.
We seek to obtain long-term contracts for collecting recyclables, solid waste and industrial waste under residential collection contracts with municipalities, exclusive franchise agreements, small-container and large-container contracts and environmental solutions service contracts. We also look to enter into long-term recycling and disposal contracts with municipalities and other third parties.
Talent Development We are committed to providing our employees with opportunities to develop throughout their careers. Our programs, including new hire onboarding and new leader assimilation, reinforce our Company values, expectations and business approach. We relaunched our successful Leadership Fundamentals program in 2022, targeting field leaders.
Our programs, including new hire onboarding and new leader assimilation, reinforce our Company values, expectations and business approach. We relaunched our successful Leadership Fundamentals program in 2022, targeting field leaders. With a goal of reaching all leaders through this program, more than 1,200 leaders completed this training in 2025, with approximately 650 additional leaders slated to participate in 2026.
Our commitment to paying market competitive wages enables us to attract and hire talent all across the country, including an expansion of many opportunities to work remotely. Our approach to paying for performance supports our focus on pay equity. Our compensation packages are designed to provide employees with a stable and livable wage and growth potential.
Our commitment to paying market competitive wages enables us to 6 T a b l e o f C o n t e n t s attract and hire talent all across the country. Our approach to paying for performance supports our focus on pay equity.
We continue to leverage innovative training methods using mixed mediums to deliver trainings and instruction to our employees across the country.
We have found that these programs and experiences help ensure that the next generation of leaders build the necessary skills and experiences to be successful in their roles today and in the future. We continue to leverage innovative training methods using mixed mediums to deliver trainings and instruction to our employees across the country.
We expect the deployment of this technology to be complete in late 2025. Sustainability The goal of our differentiating sustainability capabilities is to provide our customers with fully integrated sustainable solutions that support a cleaner, safer and healthier world. We have long been a leader in environmental services and sustainability.
This technology is designed to streamline our fleet maintenance record keeping and parts management processes and allow improved technician efficiency and enhanced warranty recovery across our fleet. Sustainability The goal of our differentiating sustainability capabilities is to provide our customers with fully integrated sustainable solutions that support a cleaner, safer and healthier world.
With a goal of reaching all leaders through this program, approximately 1,226 leaders completed this training in 2024, with approximately 1,600 more slated to participate in 2025. Targeted development experiences support the growth of people in key roles, including Driver Training, Technician Training, Supervisor Training, Sales Acceleration and General Manager Onboarding, among others.
Targeted development experiences support the growth of people in key roles, including Driver Training, Technician Training, Supervisor Training, Sales Acceleration and General Manager Onboarding, among others. We believe these programs provide the fundamental skills necessary to be successful across roles.
Our employee engagement score was 86 in 2024, which is above a national benchmark by seven points. Approximately 99% of our employees participated in the engagement survey process in March and September 2024, which represented an all-time high participation rate and is 24% higher than the national benchmark.
Approximately 99% of our employees participated in the engagement survey process in March 2025 and 97% in September 2025, which are 24% and 22% higher than the national benchmark, respectively. Employee engagement is a core part of our business strategy, which is why we compensate our General Managers, in part, on their employee engagement scores.
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In May 2024, we launched a new BRG called AAPI in support of the Asian American and Pacific Islander community. Employee Engagement We believe an engaged workforce is a key element of our success as engaged employees deliver better customer service and are more productive.
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Internal Growth Several key drivers of internal growth are discussed below: • Volume Growth - Volume growth through increases in our customer base and service offerings is the most capital efficient method to grow our business. We believe volumes are driven by population growth, household formation and new business formation.
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Our Executive Leadership team sponsors these programs, providing visibility and support for the career advancement of our high-potential talent across the organization. Since the beginning of these programs in 2017, 109 leaders have graduated into leadership positions.
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In 2025, operations commenced at the first Blue Polymers facility in Indianapolis, Indiana, and a second Blue Polymers facility is currently being constructed in Buckeye, Arizona.
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Digital The goal of prioritizing our digital capabilities is to allow us to provide a consistent experience across our business.
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Our goal is to achieve and maintain employee engagement scores at or above 88 by 2030. Our average employee engagement score was 87 in 2025, which is above a national benchmark by eight points.
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We are in the early stages of deploying our “MPower” enterprise asset management system to digitally connect our maintenance team to our collection fleet of vehicles. This technology is designed to streamline our fleet maintenance record keeping and parts management processes and allow improved technician efficiency and enhanced warranty recovery across our fleet.
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Our compensation packages are designed to provide employees with a stable and livable wage and growth potential.
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(2) Targets are relative to the 2017 baseline year. (3) SBTi, or Science Based Targets initiative, is a collaboration between CDP, the United Nations Global Compact, World Resources Institute and the World Wide Fund for Nature. 8 Table of Contents (4) Interim target achieved early, in fiscal year 2023.
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We are leveraging technology to digitally connect our customers, drivers, logistics analysts, supervisors and trucks via our "RISE" dispatch platform and in-cab technology.
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(2) Targets are relative to the 2017 baseline year. (3) SBTi, or Science Based Targets initiative, is a corporate climate action organization that helps companies set targets to reduce their GHG emissions in line with the goals of the Paris Agreement.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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The execution of our plans and achievement of our goals are subject to risks and uncertainties, including our ability to develop, obtain, license or scale the innovations, technologies and modeling and measurement tools that may be necessary to achieve our plans and the availability, cost and benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energy and other renewable energy projects.
The execution of our plans and achievement of our goals are subject to risks and uncertainties, including our ability to develop, obtain, license or scale the innovations, technologies and modeling and measurement tools that may be necessary to achieve our plans and the availability, cost and benefits of materials and infrastructure associated with our sustainability projects, such as our CNG vehicles, fleet electrification, recycling, circularity of key materials, landfill gas-to-energy, solar and other renewable energy projects.
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. Among other sections of this Form 10-K, the Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements.
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. Among other sections of this Form 10-K, the Business, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations include forward-looking statements.
Other Risks Relevant to Our Business Price increases may not be adequate to offset the effect of increased costs and may cause us to lose volume. We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in assets such as our landfills.
Other Risks Relevant to Our Business Price increases may not be adequate to offset the effect of increased costs and may cause us to lose volume and customers. We seek to secure price increases necessary to offset increased costs, improve our operating margins and earn an appropriate return on our substantial investments in assets such as our landfills.
Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.
Our business is directly affected by changes in local, national, global and general economic factors and overall economic activity that are outside of our control, including changes in governmental monetary policies, tariffs and international trade restrictions, consumer confidence, slowing economic growth, inflation, pandemics, supply chain issues and interest ra tes.
The environmental services industry is a capital-intensive industry and our capital expenditures may exceed current expectations, which could require us to obtain additional funding for our operations or impair our ability to grow our business. Our ability to remain competitive and to grow our business largely depends on our cash flow from operations and access to capital.
The environmental services industry is capital-intensive and our capital expenditures may exceed current expectations, which could require us to obtain additional funding for our operations or impair our ability to grow our business. Our ability to remain competitive and to grow our business largely depends on our cash flow from operations and access to capital.
The business and assets we operate expose us to safety, operational and other risks, including the risk of personal injury to our employees or third parties. The provision of environmental services, including the operation of our facilities, a substantial fleet of trucks and other waste-related assets, involves risks.
The business and assets we operate expose us to safety, operational and other risks, including the risk of personal injury to our employees or third parties. The provision of environmental services, including the operation of our facilities, a substantial fleet of trucks and other environmental services-related assets, involves risks.
CERCLA liability also extends to parties who were site owners and operators at the time hazardous substances were disposed and on persons who arrange for the disposal of such substances at the facility (e.g., generators of the waste and transporters who selected the disposal site).
CERCLA liability also extends to parties who were site owners and operators at the time hazardous substances were disposed and to persons who arrange for the disposal of such substances at the facility (e.g., generators of the waste and transporters who selected the disposal site).
In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting, diligence and disclosure on topics such as climate change, waste production, water usage, talent management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.
In addition, increasing governmental and societal attention to sustainability matters, including expanding mandatory and voluntary reporting in certain jurisdictions, diligence and disclosure on topics such as climate change, waste production, water usage, talent management and risk oversight, could expand the nature, scope and complexity of matters that we are required to control, assess and report.
We have invested higher upfront capital costs in order to purchase and support our CNG vehicles and fueling stations in order to reduce our overall fleet operating costs through lower fuel expenses and to create a competitive advantage in communities that focus on protecting the environment. CNG is not yet widely adopted in North America.
We have invested significant upfront capital costs to purchase and support our CNG vehicles and fueling stations in order to reduce our overall fleet operating costs through lower fuel expenses and to create a competitive advantage in communities that focus on protecting the environment. CNG is not yet widely adopted in North America.
These statements include statements about our plans, strategies 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.
These statements include statements about our plans, strategies 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 risks 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.
We could underestimate such accruals. Such shortfalls could result in significant unanticipated charges to income. Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments. We are engaged in 79 landfill gas-to-energy and other renewable energy projects.
We could underestimate such accruals. Such shortfalls could result in significant unanticipated charges to income. Changes to federal renewable fuel policies could affect our financial performance in that sector as a renewable fuel producer and impact our projected future investments. We are engaged in 84 landfill gas-to-energy and other renewable energy projects.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities change both annual revenue and operating income by approximately $11 million. Accordingly, a substantial rise or drop in recycled commodity prices could materially affect our revenue and operating income.
At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities change both annual revenue and operating income by approximately $13 million. Accordingly, a substantial rise or drop in recycled commodity prices could materially affect our revenue and operating income.
If our capital efficiency programs cannot offset the effect of inflation and business growth, it may be necessary to increase the amount we spend. Additionally, if we make acquisitions or further expand our operations, the amount we spend on capital, capping, closure, post-closure, environmental remediation and other items will increase.
If our capital efficiency programs cannot offset the effect of inflation and business growth, it may be necessary to increase the amount we spend. Additionally, as we make acquisitions and further expand our operations, the amount we spend on capital, capping, closure, post-closure, environmental remediation and other items will increase.
At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel changes our fuel recovery fee by approximately $38 million. A substantial rise or drop in fuel costs could materially affect our revenue and cost of operations.
At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel changes our fuel recovery fee by approximately $42 million. A substantial rise or drop in fuel costs could materially affect our revenue and cost of operations.
At current consumption levels, a twenty-cent per gallon change in the price of diesel fuel changes our fuel costs by approximately $27 million on an annual basis. Offsetting these changes in fuel expense would be changes in our fuel recovery fee charged to our customers.
At current consumption levels, a twenty-cent per gallon change in the price of diesel fuel changes our fuel costs by approximately $26 million on an annual basis. Offsetting these changes in fuel expense would be changes in our fuel recovery fee charged to our customers.
In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, 30 Table of Contents depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide.
In addition, we have certain fixed costs (e.g., facility expense associated with long-term leases, depreciation expense and accretion expense), which may be difficult to adjust quickly to match declining volume levels. Consumer uncertainty and the loss of consumer confidence may decrease overall economic activity and thereby limit the amount of services we provide.
This federal system imposes a carbon levy to the sale of fuel and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry.
This federal system imposed a carbon levy to the sale of fuel (fuel charge) and sets out an output-based pricing system that applies to industrial emitters that meet certain criteria set out in the statute and its regulations, which creates a price incentive for industrial emitters to reduce greenhouse gas emissions by establishing a regulatory trading system for industry.
Efforts to curtail the emission of greenhouse gases and to ameliorate the effects of climate change continue to progress. Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, 25 Table of Contents carbon dioxide, which also is a greenhouse gas.
Efforts to curtail the emission of greenhouse gases and to ameliorate the effects of climate change continue to progress. Our landfill operations emit anthropogenic methane, identified as a greenhouse gas, and our vehicle fleet emits, among other things, carbon dioxide, which also is a greenhouse gas.
Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are: • general economic and market conditions, including inflation and changes in fuel, interest rates, international trade restrictions, labor, risk, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk; • fluctuations in prices for recycled commodities that we sell to customers; • whether our estimates and assumptions concerning critical accounting issues are correct or appropriate, including estimates and assumptions concerning selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions and labor, fuel rates and economic and inflationary trends; • competition and demand for services in the environmental services industry; 20 Table of Contents • price increases to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume; • our ability to manage growth and execute our growth strategy; • our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills and other facilities; • the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements; • our ability to retain our investment grade ratings for our debt; • our dependence on key personnel; • our dependence on large, long-term collection, transfer and disposal contracts; • the capital intensive nature of our business, which may consume cash in excess of cash flow from operations; • exposure to liabilities or losses, to the extent not adequately covered by insurance, which could result in substantial expenses; • risks associated with undisclosed liabilities of acquired businesses; • risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body; • severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations; • compliance with existing and future legal and regulatory requirements, including changes relating to PFAS and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures; • our ability to achieve reduction in our greenhouse gas emissions and our other sustainability goals; • safety and operational risks, including the risk of personal injury to our employees or third parties; • potential increases in our costs if we are required to provide additional funding to any multiemployer pension plan to which we contribute or if a withdrawal event (including our voluntary withdrawal, which we consider from time to time, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan) occurs with respect to any such plan; • the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages; • the negative effect that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills; • changes by the Financial Accounting Standards Board or other accounting regulatory bodies to generally accepted accounting principles or policies; • the impact of United States and international tax laws and regulations on our business; • risks related to interruptions and breaches of our information technology systems that could adversely affect, or temporarily disable, all or a portion of our operations or have a negative effect on our infrastructure; • the negative impact that a cyber-security incident could have on our business and our relationships with customers and employees; and • acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism and the impact of these acts on economic, financial and social conditions in the United States.
Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are: • general economic and market conditions, including inflation and changes in fuel costs, interest rates, tariffs and international trade restrictions, labor, health insurance and other variable costs that generally are not within our control, and our exposure to credit and counterparty risk; • fluctuations in prices and demand for recycled commodities that we sell to customers; • whether our estimates and assumptions concerning critical accounting issues are correct or appropriate, including estimates and assumptions concerning selected balance sheet accounts, income tax accounts, final capping, closure, post-closure and remediation costs, available airspace, projected costs and expenses related to our landfills and property and equipment, fair values of acquired assets and liabilities assumed in our acquisitions and labor, fuel rates and economic and inflationary trends; • competition and demand for services in the environmental services industry; • our ability to increase prices to our customers, which may not be adequate to offset the impact of increased costs, including labor, third-party disposal and fuel and may cause us to lose volume; • our ability to manage growth and execute our growth strategy; • our compliance with, and future changes in, environmental and flow control regulations and our ability to obtain approvals from regulatory agencies in connection with operating and expanding our landfills and other facilities; • the impact on us of our substantial indebtedness, including on our ability to obtain financing on acceptable terms to finance our operations and growth strategy and to operate within the limitations imposed by financing arrangements; • our ability to retain our investment grade ratings for our debt; • our dependence on key personnel; • our dependence on large, long-term collection, transfer and disposal contracts; • the capital intensive nature of our business, which may consume cash in excess of cash flow from operations; • exposure to liabilities or losses, to the extent not adequately covered by insurance, which could result in substantial expenses; • risks associated with undisclosed liabilities of acquired businesses; 19 T a b l e o f C o n t e n t s • risks associated with pending and future legal proceedings, including litigation, audits or investigations brought by or before any governmental body; • severe weather conditions, including those brought about by climate change, which could impair our financial results by causing increased costs, loss of revenue, reduced operational efficiency or disruptions to our operations; • compliance with existing and future legal and regulatory requirements, including changes relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern and limitations or bans on disposal of certain types of wastes or on the transportation of waste, which could limit our ability to conduct or grow our business, increase our costs to operate or require additional capital expenditures; • our ability to achieve reduction in our greenhouse gas emissions and our other sustainability goals; • safety and operational risks, including the risk of personal injury to our employees or third parties; • potential increases in our costs if we are required to provide additional funding to any multiemployer pension plan to which we contribute or if a withdrawal event (including our voluntary withdrawal, which we consider from time to time, or the mass withdrawal of all contributing employers from any underfunded multiemployer pension plan) occurs with respect to any such plan; • the negative impact on our operations of union organizing campaigns, work stoppages or labor shortages; • the negative effect on our revenues that trends toward requiring recycling, waste reduction at the source and prohibiting the disposal of certain types of wastes could have on volumes of waste going to landfills; • changes to generally accepted accounting principles or policies; • the impact of United States and international tax laws and regulations on our business; • risks related to interruptions and breaches of our information technology systems that could adversely affect, or temporarily disable, all or a portion of our operations or have a negative effect on our infrastructure; • the negative impact that a significant cyber-security incident could have on our business and our relationships with our employees, customers and vendors; and • acts of war, riots or terrorism, including the continuing war on terrorism, as well as actions taken or to be taken by the United States or other governments as a result of further acts or threats of terrorism and the impact of these acts on economic, financial and social conditions in the United States.
Competition for collection accounts is typically based on the quality of services, ease of doing business and/or price. Competition for disposal business is primarily based on geographic location, quality of operations and price. One of our competitors may have greater financial and operational resources than we do.
Competition for collection accounts is typically based on the quality of services, ease of doing business and/or price. Competition for disposal business is primarily based on geographic location, quality of operations and price. Certain competitors may have greater financial and operational resources than we do.
Our Group 3 operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business.
Our environmental solutions operations and facilities also are subject to Canadian environmental laws and regulations, including federal and provincial regulations governing the management of hazardous waste, as well as various treaties, laws and regulations governing the ownership, operation and maintenance of maritime vessels used in the business.
As we assume more risk for insurance through higher retention levels, we may experience more variability in our insurance reserves and expense. 26 Table of Contents Despite our efforts, we may incur additional liability under environmental laws in excess of amounts presently known and accrued.
As we assume more risk for insurance through higher retention levels, we may experience more variability in our insurance reserves and expense. Despite our efforts, we may incur additional liability under environmental laws in excess of amounts presently known and accrued.
Also, the 29 Table of Contents regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs.
Also, the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements. This changing regulatory landscape may cause increasingly complex compliance challenges, which may increase our compliance costs.
Fluctuations in prices for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows. 22 Table of Contents We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties.
Fluctuations in prices and demand for recycled commodities that we sell to customers may adversely affect our consolidated financial condition, results of operations and cash flows. We purchase or collect and process recyclable materials such as paper, cardboard, plastics, aluminum and other metals for sale to third parties.
In recent years, for example, the COVID-19 pandemic, inflation, the Ukraine-Russia conflict, United States -China relations, the Israel-Gaza conflict, monetary policy changes, and the resulting increases in interest rates negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets.
In recent years, for example, inflation, the Ukraine-Russia conflict, United States -China relations, the Israel-Gaza conflict, monetary policy changes, and the resulting increases in interest rates have negatively impacted the economy, disrupted supply chains and created significant volatility and disruption of financial markets.
We may not be able to find and train qualified personnel, or do so on a timely basis, or to expand or otherwise modify our operations and systems to the extent, and in the time, required. 28 Table of Contents We may be unable to execute our acquisition growth strategy.
We may not be able to find and train qualified personnel, or do so on a timely basis, or to expand or otherwise modify our operations and systems to the extent, and in the time, required. We may be unable to execute our acquisition growth strategy.
Local communities and citizen groups, adjacent landowners, governmental agencies and others may oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage.
Local communities and citizen groups, adjacent landowners, governmental agencies and others have in the past opposed and may in the future oppose the issuance of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage.
If we fail to assess and identify cybersecurity threats associated with acquisitions and new initiatives, we may become increasingly vulnerable to such threats. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventive measures and incident response efforts may not be entirely effective.
If we fail to assess and identify cybersecurity threats associated with acquisitions and new initiatives, we may become increasingly vulnerable to such threats. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, like many companies we have periodically experienced cyber incidents, and our preventive measures and incident response efforts may not be entirely effective.
In addition, environmental regulatory changes, including those relating to per- and polyfluoroalkyl substances (commonly referred to as PFAS) and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at our waste facilities and obligate us to spend sums in addition to those presently accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows.
In addition, environmental regulatory changes, including those relating to PFAS and other chemicals of emerging concern, could accelerate or increase expenditures for capping, closure, post-closure and environmental and remediation activities at our waste facilities and obligate us to spend sums in addition to those accrued for such purposes, which could have a negative effect on our consolidated financial position, results of operations and cash flows.
Complying with new accounting rules, laws or regulations, such as, for example, those related to our asset retirement obligations and environmental liabilities, could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods. In September 2024, the U.S.
Complying with new accounting rules, laws or regulations, such as, for example, those related to our asset retirement obligations and environmental liabilities, could adversely impact our results of operations or cause unanticipated fluctuations in our results of operations or financial conditions in future periods.
The costs associated with developing or investing in emerging technologies could require substantial capital and adversely affect our results of operations and cash flows. Delays in the development or implementation of such emerging technologies and difficulties in marketing new products or services based on emerging technologies could have similar negative impacts.
The costs associated with developing or investing in emerging technologies, particularly data-intensive and compute-intensive AI applications, could require substantial capital and adversely affect our results of operations and cash flows. Delays in the development or implementation of such emerging technologies and difficulties in marketing new products or services based on emerging technologies could have similar negative impacts.
Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion and amortization of landfill development costs, accruals for final capping, closure and post-closure costs, valuation allowances for accounts receivable and deferred tax assets, liabilities for potential litigation, claims and assessments and liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions, insurance and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.
Significant items requiring management to make subjective or complex judgments that are inherently uncertain include the recoverability of long-lived assets, the depletion 26 T a b l e o f C o n t e n t s and amortization of landfill development costs, accruals for final capping, closure and post-closure costs, valuation allowances for accounts receivable and deferred tax assets, liabilities for potential litigation, claims and assessments and liabilities for environmental remediation, multiemployer pension plans, employee benefit plans, deferred taxes, uncertain tax positions, insurance and our estimates of the fair values of assets acquired and liabilities assumed in any acquisition.
We could underestimate such costs and our financial obligations for capping, closure, post-closure or remediation costs could exceed the amounts accrued or amounts otherwise receivable pursuant to trust funds established for this purpose.
We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation obligations. We could underestimate such costs and our financial obligations for capping, closure, post-closure or remediation costs could exceed the amounts accrued or amounts otherwise receivable pursuant to trust funds established for this purpose.
If we do not comply with these covenants, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital.
If we do not comply with these covenants, we may be required to take actions such as reducing or delaying capital expenditures, reducing or eliminating dividends or stock repurchases, selling assets, restructuring or refinancing all or part of our existing debt, or seeking additional equity capital. We may be unable to maintain our credit ratings or execute our financial strategy.
Due to contractual or market factors, we may not be able to offset increased fuel costs resulting from such volatility through fuel recovery fees. Our fuel costs were $470 million in 2024, or 2.9% of revenue, compared to $542 million in 2023, or 3.6% of revenue.
Due to contractual or market factors, we may not be able to offset increased fuel costs resulting from such volatility through fuel recovery fees. Our fuel costs were $466 million in 2025, or 2.8% of revenue, compared to $470 million in 2024, or 2.9% of revenue.
Our Group 3 operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.
Our environmental solutions operations are also subject to federal statutes regulating the treatment, storage and disposal of certain radioactive materials.
As a result, we may be required to pay fines or judgments or implement corrective measures, or we may have our permits and licenses modified or revoked.
As a result, we have in the past been required and may in the future be required to pay fines or judgments or implement corrective measures, or we may have our permits and licenses modified or revoked.
Climate change and other sustainability matters are embedded in our core value and vision. As part of our strategic long-term plans to address sustainability, among other sustainability goals, we are committed to reducing our absolute Scope 1 and Scope 2 greenhouse gas emissions 35% by 2030 relative to the 2017 baseline year.
As part of our strategic long-term plans to address sustainability, among other sustainability goals, we are committed to reducing our absolute Scope 1 and Scope 2 greenhouse gas emissions 35% by 2030 relative to the 2017 baseline year.
If our capping, closure, post-closure or remediation costs exceed the amounts accrued, or if such accruals are required to be accelerated, this could have a material adverse effect on our consolidated financial condition, results of operations and cash flows. Alternatives to landfill disposal could reduce our disposal volumes and cause our revenues and operating results to decline.
If our capping, closure, post-closure or remediation costs exceed the amounts accrued, or if such accruals are required to be accelerated, this could have a material adverse effect on our consolidated financial condition, results of operations and cash flows.
As of December 31, 2024, we had approximately $13 billion in principal value of debt and finance leases outstanding.
As of December 31, 2025, we had approximately $14 billion in principal value of debt and finance leases outstanding.
The risks included here are not exhaustive. Refer to the Risk Factors in this Item 1A for further discussion regarding our exposure to risks. You should be aware that any forward-looking statement in this Annual Report on Form 10-K and the documents incorporated herein by reference or elsewhere, speaks only as of the date on which we make it.
The risks identified in the bullet points above are not exhaustive. Refer to the Risk Factors below in this Item 1A for further discussion regarding our exposure to risks. Any forward-looking statement in this Annual Report on Form 10-K and the documents incorporated herein by reference or elsewhere, speaks only as of the date on which we make it.
Many of the largest companies in the United States are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations.
Many of the largest companies in 22 T a b l e o f C o n t e n t s the United States are setting zero-waste goals in which they strive to send no waste to landfills and some jurisdictions have enacted or are considering waste reduction regulations such as extended producer responsibility, organic diversion and minimum recycled content regulations.
Our financial results may suffer if we are not able to develop or license emerging technologies, or if a competitor obtains exclusive rights to an emerging technology that disrupts the current methods used in the environmental services industry. A cybersecurity incident could negatively impact our business and our relationships with customers.
Our financial results may suffer if we are not able to develop or license emerging technologies, or if a competitor obtains exclusive rights to an emerging technology that disrupts the current methods used in the environmental services industry.
Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials are volatile due to changes in economic conditions and numerous other factors beyond our control.
Our results of operations may be affected by changing prices or market requirements for recyclable materials. The resale and purchase prices of, and market demand for, recyclable materials are volatile due to changes in economic conditions and numerous other factors beyond our control. For instance, several states have passed legislation commonly referred to as Extended Producer Responsibility.
We use information technology and operational technology assets, including computer and information networks, in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees and our customers. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information.
We also use mobile devices, social networking and other online activities to connect with our employees, customers and vendors. Such uses give rise to cybersecurity risks, including security breach, espionage, system disruption, theft and inadvertent release of information.
You should not place undue reliance on any forward- 21 Table of Contents looking statement.
You should not place undue reliance on any forward-looking statement.
We have experienced interrupted service when our union-represented employees have engaged in strikes and work stoppages in the past, and we would expect the same to occur as a result of any future strikes or work stoppages. Additional groups of employees may seek union representation in the future which could result in increased operating costs.
We have experienced interrupted service when our union-represented employees have engaged in strikes and work stoppages in the past, including in 2025, and we would expect the same to occur as a result of any future strikes or work stoppages.
We may be subject to work stoppages and other workforce effects, which could increase our operating costs and disrupt our operations. As of December 31, 2024, approximately 22% of our workforce was covered by collective bargaining agreements.
We are periodically subject to work stoppages and other workforce effects, which increases our operating costs and disrupts our operations. As of December 31, 2025, approximately 22% of our workforce was covered by collective bargaining agreements.
If our union-represented employees engage in strikes, work stoppages or other slowdowns, we could experience a significant disruption of 24 Table of Contents our operations and an increase in our operating costs, which could have an adverse effect on our consolidated financial condition, results of operations and cash flows.
When our union-represented employees engage in strikes, work stoppages or other slowdowns, we typically experience disruptions of our operations and increases in our operating costs, which may be significant, and which may have an adverse effect on our consolidated financial condition, results of operations and cash flows.
These and other rapidly changing laws, regulations, policies and related interpretations, as well as increased enforcement actions by various governmental and regulatory agencies, create challenges for us.
These and other rapidly changing laws, regulations, policies and related interpretations, as well as 23 T a b l e o f C o n t e n t s increased enforcement actions by various governmental and regulatory agencies, create challenges for us.
For example, we have operations in multiple states that are affected by hurricanes and/or wildfires, and we have seen the impact of storms and associated flooding or other damage in our day-to-day operations and to our infrastructure. Changing weather patterns and rising temperatures are expected to result in more severe heat waves, fires, storms and other extreme weather events.
For example, we have operations in multiple states that are affected by hurricanes and/or wildfires, and we have seen the impact of storms and associated flooding or other damage in our day-to-day operations and to our infrastructure.
We may not be able to maintain our investment grade ratings in the future. If we were unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.
If we are unable to do so, our interest expense would increase and our ability to obtain financing on favorable terms may be adversely affected.
Permits often take years to obtain as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other regulations. These permits are also often subject to resistance from citizen or other groups and other political pressures.
Permits often take years to obtain as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other regulations.
We may be unable to maintain our credit ratings or execute our financial strategy. 27 Table of Contents Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt. The credit rating process is contingent upon a number of factors, many of which are beyond our control.
Our ability to execute our financial strategy depends in part on our ability to maintain investment grade ratings on our debt. Our credit ratings depend on a number of factors, many of which are beyond our control, and we may not be able to maintain our investment grade ratings.
We have significant financial obligations relating to capping, closure, post-closure and remediation costs at our existing owned or operated landfills, and will have material financial obligations with respect to any future owned or operated landfills. We establish accruals for the estimated costs associated with capping, closure, post-closure and remediation obligations.
Further, we undertake remediation activities at some of our solid waste facilities. We have significant financial obligations relating to capping, closure, post-closure and remediation costs at our existing owned or operated landfills, and will have material financial obligations with respect to any future owned or operated landfills.
Most of the states in which we operate landfills require counties and municipalities to formulate comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs.
Alternatives to landfill disposal, and increasing customer preferences for these alternatives, could reduce our disposal volumes and cause our revenues and operating results to decline. Most of the states in which we operate landfills require counties and municipalities to formulate comprehensive plans to reduce the volume of solid waste deposited in landfills through waste planning, composting, recycling or other programs.
In addition, we may have to transport and dispose collected waste at facilities operated by our competitors or haul the waste long distances at a higher cost to one of our other facilities, either of which could significantly increase our waste transportation and disposal costs. 23 Table of Contents If we do not appropriately estimate landfill capping, closure, post-closure and remediation costs, our consolidated financial condition and results of operations may be adversely affected.
In addition, we may have to transport and dispose collected waste at facilities operated by our competitors or haul the waste long distances at a higher cost to one of our other facilities, either of which could significantly increase our waste transportation and disposal costs.
Further, any systems failures could impede our ability to timely collect and report financial results in accordance with applicable laws. Emerging technologies, including those that are used to recycle and process waste as an alternative to disposal of waste in landfills, represent risks, as well as opportunities, to our current business model.
Emerging technologies, including those that are used to recycle and process waste as an alternative to disposal of waste in landfills, represent risks, as well as opportunities, to our current business model.
If a greater percentage of our workforce becomes union-represented, our consolidated financial condition, results of operations and cash flows could be adversely impacted due to the potential for increased operating costs. We may not be able to achieve reduction of our greenhouse gas emissions and our other sustainability goals.
Additional groups of employees may seek union representation in the future which could result in further increased operating costs. If a greater percentage of our workforce becomes union-represented, our consolidated financial condition, results of operations and cash flows could be adversely impacted due to the potential for increased operating costs.
We depend on fuel purchased in the open market to operate our collection and transfer trucks and other equipment used for collection, transfer, disposal and other environmental services.
Increases in the cost of fuel or petrochemicals increase our operating expenses, and we may not be able to recover such cost increases from our customers. We depend on fuel purchased in the open market to operate our collection and transfer trucks and other equipment used for collection, transfer, disposal and other environmental services.
GAAP), we capitalize certain expenditures relating to the development and expansion of landfills, transfer stations and other projects.
In accordance with the accounting principles generally accepted in the United States of America (U.S. GAAP), we capitalize certain expenditures relating to the development and expansion of landfills, transfer stations and other projects.
The application of these or other greenhouse gas regulations to our landfills could have a material adverse effect on our landfill operations and on our consolidated financial condition, results of operations and cash flows. We cannot predict what other actions or regulations the current administration may undertake that would affect our industry.
The application of these or other greenhouse gas 24 T a b l e o f C o n t e n t s regulations to our landfills could have a material adverse effect on our landfill operations and on our consolidated financial condition, results of operations and cash flows.
A landfill must be closed and capped, and post-closure maintenance commenced, once the landfill's permitted capacity is reached and additional capacity is not authorized. Further, we undertake remediation activities at some of our solid waste facilities.
If we do not appropriately estimate landfill capping, closure, post-closure and remediation costs, our consolidated financial condition and results of operations may be adversely affected. A landfill must be closed and capped, and post-closure maintenance commenced, once the landfill's permitted capacity is reached and additional capacity is not authorized.
However, we may not be able to obtain indemnification, insurance coverage or other security, and such indemnification, insurance coverage or other security obtained may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset any undisclosed liabilities arising from our acquisitions.
However, we may not be able to obtain indemnification, insurance coverage or other security, and such indemnification, insurance coverage or other security obtained may not be enforceable, collectible or sufficient in amount, scope or duration to fully offset any undisclosed liabilities arising from our acquisitions. 27 T a b l e o f C o n t e n t s Risks Related to Technology and Intellectual Property Our strategy includes an increasing dependence on technology, including the use of artificial intelligence (AI), in our operations.
For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage.
Further, the possible outcomes or resolutions to these matters could include adverse judgments, fines or settlements, any of which could require substantial payments and adversely affect our consolidated financial condition, results of operations and cash flows. 25 T a b l e o f C o n t e n t s For example, we incur costs to defend against litigation brought by government agencies and private parties who allege we are in violation of our permits and applicable environmental laws and regulations, or who assert claims alleging nuisance, environmental damage, personal injury or property damage.
If we were to lose market share or if we were to lower prices to address competitive issues, it could negatively impact our consolidated financial condition, results of operations and cash flows. Increases in the cost of fuel or petrochemicals increase our operating expenses, and we may not be able to recover such cost increases from our customers.
If we were to lose market share or if we were to 20 T a b l e o f C o n t e n t s lower prices to address competitive issues, it could negatively impact our consolidated financial condition, results of operations and cash flows.
As a result, we may be unable to offset increases in costs, improve our operating margins and obtain adequate investment returns through price increases. Price increases also might cause us to lose volume to lower-cost competitors. The loss of key personnel could have a material adverse effect on our consolidated financial condition, results of operations, cash flows and growth prospects.
Price increases also might cause us to lose volume to lower-cost competitors. 28 T a b l e o f C o n t e n t s The loss of key personnel or the inability to attract, hire or retain key team members and a high-quality workforce could have a material adverse effect on our consolidated financial condition, results of operations, cash flows and growth prospects.
Further, even if we can develop such service offerings and lines of business, disposal alternatives nonetheless could have a negative effect on our consolidated financial condition, results of operations and cash flows.
Further, even if we can develop such service offerings and lines of business, disposal alternatives nonetheless could negatively affect our consolidated financial condition, results of operations and cash flows. We could incur charges to income, which could be material, if landfill and transfer station site development projects or expansion projects are not completed, or certain other events occur.
Risks Related to Technology and Intellectual Property Our strategy includes an increasing dependence on technology in our operations. If any of our key technology fails, our business could be adversely affected. Our operations are increasingly dependent on technology.
If any of our key technology fails, our business could be adversely affected. Our operations are increasingly dependent on technology, including AI and machine learning tools that we deploy or that are embedded in systems provided by third parties.
Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows. In 2024, approximately 82% of our recycling center volume was fiber-based and included OCC, ONP and other mixed paper.
These laws are intended to shift the cost of recycling from consumers to producers while also mandating increased supply, which could lead to lower commodity prices. Significant price fluctuations or increased operating costs may affect our consolidated financial condition, results of operations and cash flows.
Removed
For instance, in 2017 the Chinese government imposed strict limits on the import of recyclable materials, including by restricting the amount of contaminants allowed in imported recycled paper. These limitations significantly decreased the global demand for recyclable materials and resulted in lower commodity prices.
Added
Changing weather patterns and rising temperatures are expected to result in more 21 T a b l e o f C o n t e n t s severe heat waves, fires, storms and other extreme weather events.
Removed
We could incur charges to income, which could be material, if landfill and transfer station site development projects or expansion projects are not completed, or certain other events occur. In accordance with the accounting principles generally accepted in the United States of America (U.S.
Added
We may not be able to achieve reduction of our greenhouse gas emissions and our other sustainability goals. Climate change and other sustainability matters are embedded in our core value and vision.
Removed
The carbon levy on fuel is administered by the Canada Revenue Agency and is a carbon tax that applies to the sale of 22 different types of fuel as set out in the statute and its regulations.
Added
We cannot predict what other actions or regulations the current administration may undertake that would affect our industry. At the U.S. state level, California has taken action to require greenhouse gas emission disclosure, as well as information on climate-related financial risks, some of which are subject to legal challenge.
Removed
As of 2024, the Fuel Charge is $80 per ton of CO2e and will increase to $95 per ton on April 1, 2025 and to $170 per ton by 2030. Additionally, the Canadian federal government proposed draft regulations in June 2024 intended to reduce methane emissions from solid waste landfills, the consultation period for which closed on August 28, 2024.
Added
Similar bills have been introduced in other U.S. states; to-date, none have passed into law.
Removed
Further, the possible outcomes or resolutions to these matters could include adverse judgments, fines or settlements, any of which could require substantial payments and adversely affect our consolidated financial condition, results of operations and cash flows.
Added
In April 2025, the Canadian federal government effectively eliminated the fuel charge but the output-based pricing system remains. Additionally, the Canadian federal government finalized new Landfill Methane Regulations in December 2025, which are intended to reduce waste sector methane emissions by 42% below 2019 levels by 2030.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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On an annual basis, our Board of Directors meets with our CISO and our third-party cybersecurity consultant to review our cybersecurity strategy and the results of our NIST CSF assessment. In accordance with our cybersecurity incident response plan, our Board is promptly informed of potentially material cybersecurity incidents, including with respect to our third-party service providers.
On an annual basis, our Board of Directors meets with our CISO and our third-party cybersecurity consultant to review our cybersecurity strategy and the results of our consultant's NIST CSF assessment. In accordance with our cybersecurity incident response plan, our Board is promptly informed of potentially material cybersecurity incidents, including with respect to our third-party service providers.
The monthly SecOps reviews and related actions are aggregated into a subset of key metrics reviewed quarterly by the Audit Committee. Cybersecurity Governance 31 Table of Contents Our Audit Committee oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.
The monthly SecOps reviews and related actions are aggregated into a subset of key metrics reviewed quarterly by the Audit Committee. Cybersecurity Governance Our Audit Committee oversees the management of our cybersecurity risk exposures and the steps management has taken to monitor and control such exposures.
For a discussion regarding risks from cybersecurity threats that have or are reasonably likely to affect the company, see our risk factors, including the risk factors titled “Our strategy includes an increasing dependence on technology in our operations.
For a discussion regarding risks from cybersecurity threats that have affected or are reasonably likely to affect the company, see our risk factors, including the risk factors titled “Our strategy includes an increasing dependence on technology, including the use of artificial intelligence (AI), in our operations.
Our Cybersecurity organization proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to: a. A formal enterprise-wide cybersecurity policy and related standards; b. Cybersecurity training and employee phishing simulations; c. Scheduled and ad hoc internal and external penetration tests; d. Cyber incident response, IT disaster recovery, and business continuity plans; e.
Our Cybersecurity organization proactively identifies, manages, and mitigates cyber risk in a variety of ways, including but not limited to: a. A formal enterprise-wide cybersecurity policy and related standards; b. Cybersecurity training and employee phishing simulations; c. Scheduled and ad hoc internal and external penetration tests; d.
If any of our key technology fails, our business could be adversely affected.” and “A cybersecurity incident could negatively impact our business and our relationships with customers.” in Item 1A of this Annual Report on Form 10-K.
If any of our key technology fails, our business could be adversely affected.” and “A significant cybersecurity incident could negatively impact our business and our relationships with employees, customers and vendors and expose us to increased liability." in Item 1A of this Annual Report on Form 10-K.
Cybersecurity assessments and remediation planning as part of our M&A due diligence process; f. Identity and access management controls; g. Third-party risk assessment and management for vendors and third-party service providers; and h. Cyber incident tabletop exercises for our Board of Directors and management.
Identity and access management controls; i. Third-party risk assessment and management for vendors and third-party service providers; and j. Cyber incident tabletop exercises for our Board of Directors and management.
Added
Cyber incident response, IT disaster recovery, and business continuity plans; 29 T a b l e o f C o n t e n t s e. Operational technology assessments, testing, and incident response; f. Assessing and securing artificial intelligence (AI) enabled services and technologies; g. Cybersecurity assessments and remediation planning as part of our M&A due diligence process; h.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Our corporate office is located at 18500 North Allied Way, Phoenix, Arizona 85054, where we currently lease approximately 150,000 square feet of office space. Our principal property and equipment consists of land, landfills, buildings, vehicles and equipment. We own or lease real property in the United States and Canada where we conduct operations.
ITEM 2. PROPERTIES Our corporate office is located at 5353 East City North Drive, Phoenix, Arizona 85054, where we lease approximately 250,000 square feet of office space. Our principal property and equipment consists of land, landfills, buildings, vehicles and equipment. We own or lease real property in the United States and Canada where we conduct operations.
In the aggregate, our active solid waste landfills total 118,938 acres, including 41,158 permitted acres. We are engaged in 79 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills. We believe that our property and equipment are adequate for our current needs.
In the aggregate, our active solid waste landfills total 118,918 acres, including 41,158 permitted acres. We are engaged in 84 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 124 closed landfills.
As of December 31, 2024, we operated across the United States and Canada through 367 collection operations, 248 transfer stations, 75 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 23 TSDFs, 5 salt water disposal wells, 14 deep injection wells and 1 polymer center.
As of December 31, 2025, we operated across the United States and Canada through 377 collection operations, 255 transfer stations, 79 recycling centers, 207 active landfills, 2 treatment, recovery and disposal facilities, 24 TSDFs, 5 salt water disposal wells, 15 deep injection wells, 9 industrial wastewater treatment facilities, and 2 polymer centers.
Added
We believe that our property and equipment are adequate for our current needs. 30 T a b l e o f C o n t e n t s

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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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 7, Other Liabilities, to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K; and (2) environmental remediation liabilities, which totaled $447 million at December 31, 2024 and which are discussed in Note 8, Landfill and Environmental Costs, to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K .
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 7, Other Liabilities, to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K; and (2) environmental remediation liabilities, which totaled $443 million at December 31, 2025 and which are discussed in Note 8, Landfill and Environmental Costs, to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K .
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.
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.
If we are able to reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range.
If we 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.
Where we are able to reasonably estimate a range of losses we may incur with respect to a matter, we record an accrual for the amount within the range that constitutes our best estimate.
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 had used the high ends of such ranges, our aggregate potential liability would be approximately $6 million higher than the amount recorded as of December 31, 2024. 32 Table of Contents 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.
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. ITEM 4. MINE SAFETY DISCLOSURES None. 33 Table of Contents PART II ITEM 5.
We have determined such disclosure threshold to be $1,000,000. We have no matters to disclose in accordance with that requirement.
Removed
We accrue for legal proceedings when losses become probable and reasonably estimable. We have recorded an aggregate accrual of approximately $13 million relating to our outstanding legal proceedings as of December 31, 2024.
Added
As of December 31, 2025, we estimate that the probable and reasonably estimable outcomes of any such legal proceedings, as well as the aggregate potential liability using reasonably possible high ends of our ranges, are immaterial to the Company's consolidated financial statements.
Removed
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information, Holders and Dividends The principal market for our common stock is the New York Stock Exchange, and it is traded under the symbol RSG.
Removed
There were 460 holders of record of our common stock at February 6, 2025, which does not include beneficial owners for whom Cede & Co. or others act as nominees. In January 2025, our Board of Directors declared a regular quarterly dividend of $0.580 per share for shareholders of record on January 2, 2025.
Removed
We expect to continue to pay quarterly cash dividends, and we may consider increasing our dividends if we believe it will enhance shareholder value. We have the ability under our credit facilities to pay dividends and repurchase our common stock if we are in compliance with the financial covenants in our credit facilities.
Removed
As of December 31, 2024, we were in compliance with those financial covenants.
Removed
Issuer Purchases of Equity Securities The following table provides information relating to our purchases of shares of our common stock during the three months ended December 31, 2024: Total Number of Shares Purchased (a) Average Price Paid per Share (a) (d) Total Number of Shares Purchased as Part of Publicly Announced Program (b) Dollar Value of Shares that May Yet Be Purchased Under the Program (c) (d) October 1 – 31 213,887 $ 199.63 213,887 $ 2,636,641,614 November 1 – 30 175,021 $ 199.14 175,021 $ 2,601,787,584 December 1 – 31 400,000 $ 203.41 400,000 $ 2,520,421,874 788,908 788,908 (a) In October 2023, our Board of Directors approved a $3 billion share repurchase authorization effective starting January 1, 2024 and extending through December 31, 2026.
Removed
Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
Removed
While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time.
Removed
As of December 31, 2024, there were less than 1 million repurchased shares pending settlement. (b) The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October 2023 authorization.
Removed
(c) Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees. (d) Excludes a 1% excise tax imposed by the Inflation Reduction Act.
Removed
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the three months ended December 31, 2024. 34 Table of Contents Performance Graph The following graph compares the performance of our common stock to the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Dow Jones Waste & Disposal Services Index (DJ W&DS Index).
Removed
The graph covers the period from December 31, 2019 to December 31, 2024 and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, 2019 and that all dividends were reinvested.
Removed
The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
Removed
Indexed Returns for the Years Ended December 31, 2019 2020 2021 2022 2023 2024 Republic Services, Inc. $ 100 $ 110 $ 161 $ 151 $ 196 $ 241 S&P 500 Index $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 DJ W&DS Index $ 100 $ 107 $ 149 $ 141 $ 166 $ 198 Note: Prepared by Zacks Investment Research, Inc.
Removed
Used with permission. All rights reserved. Copyright 1980-2024. Index data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved. Index data: Copyright Dow Jones, Inc. Used with permission. All rights reserved.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Removed
Item 4. Mine Safety Disclosures 33 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6. [Reserved] 35 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 59 Item 8.
Added
ITEM 4. MINE SAFETY DISCLOSURES None. 31 T a b l e o f C o n t e n t s PART II ITEM 5.
Added
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information, Holders and Dividends The principal market for our common stock is the New York Stock Exchange, and it is traded under the symbol RSG.
Added
There were 440 holders of record of our common stock at February 10, 2026, which does not include beneficial owners for whom Cede & Co. or others act as nominees. In October 2025, our Board of Directors declared a regular quarterly dividend of $0.625 per share for shareholders of record on January 2, 2026.
Added
We expect to continue to pay quarterly cash dividends, and we may consider increasing our dividends if we believe it will enhance shareholder value. We have the ability under our credit facilities to pay dividends and repurchase our common stock if we are in compliance with the financial covenants in our credit facilities.
Added
As of December 31, 2025, we were in compliance with those financial covenants.
Added
Issuer Purchases of Equity Securities The following table provides information relating to our purchases of shares of our common stock during the three months ended December 31, 2025: Total Number of Shares Purchased (a) Average Price Paid per Share (a) (d) Total Number of Shares Purchased as Part of Publicly Announced Program (b) Dollar Value of Shares that May Yet Be Purchased Under the Program (c) (d) October 1 – 31 678,563 $ 223.65 678,563 $ 1,774,604,691 November 1 – 30 525,000 $ 205.83 525,000 $ 1,666,544,939 December 1 – 31 50,000 $ 208.21 50,000 $ 1,656,134,454 1,253,563 1,253,563 (a) In October 2023, our Board of Directors approved a $3 billion share repurchase authorization effective January 1, 2024 and extending through December 31, 2026.
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Share repurchases under the program may be made through open market purchases or privately negotiated transactions in accordance with applicable federal securities laws.
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While the Board of Directors has approved the program, the timing of any purchases, the prices and the number of shares of common stock to be purchased will be determined by our management, at its discretion, and will depend upon market conditions and other factors. The share repurchase program may be extended, suspended or discontinued at any time.
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As of December 31, 2025, there were no repurchased shares pending settlement. (b) The total number of shares purchased as part of the publicly announced program were all purchased pursuant to the October 2023 authorization.
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(c) Shares that may be purchased under the program exclude shares of common stock that may be surrendered to satisfy statutory minimum tax withholding obligations in connection with the vesting of restricted stock units and performance stock units issued to employees. (d) Excludes a 1% excise tax imposed by the Inflation Reduction Act.
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Recent Sales of Unregistered Securities There were no sales of unregistered securities during the three months ended December 31, 2025. 32 T a b l e o f C o n t e n t s Performance Graph The following graph compares the performance of our common stock to the Standard & Poor’s 500 Stock Index (S&P 500 Index) and the Dow Jones Waste & Disposal Services Index (DJ W&DS Index).
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The graph covers the period from December 31, 2020 to December 31, 2025 and assumes that the value of the investment in our common stock and in each index was $100 as of December 31, 2020 and that all dividends were reinvested.
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The following performance graph and related information shall not be deemed "soliciting material" or to be "filed" with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
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Indexed Returns for the Years Ended December 31, 2020 2021 2022 2023 2024 2025 Republic Services, Inc. $ 100 $ 147 $ 138 $ 179 $ 220 $ 234 S&P 500 Index $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 DJ W&DS Index $ 100 $ 140 $ 132 $ 156 $ 186 $ 196 Note: Prepared by Zacks Investment Research, Inc.
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Used with permission. All rights reserved. Copyright 1980-2025. Index data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved. Index data: Copyright Dow Jones, Inc. Used with permission. All rights reserved.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

62 edited+9 added−33 removed111 unchanged
We are also subject to a number of safety, security and environmental laws and regulations, including the Oil Pollution Act of 1990, CERCLA, the Clean Air Act, and the International Ship and Port Facility Security Code (ISPFS Code), an amendment to the International Convention for the Safety of Life at Sea (SOLAS) as implemented in the Maritime Transportation and Security Act of 2002 to align United States regulations with those of SOLAS and the ISPS Code.
We are also subject to a number of safety, security and environmental laws and regulations, including the Oil Pollution Act of 1990, CERCLA, the Clean Air Act, and the International Ship and Port Facility Security Code (ISPS Code), an amendment to the International Convention for the Safety of Life at Sea (SOLAS) as implemented in the Maritime Transportation and Security Act of 2002 to align United States regulations with those of SOLAS and the ISPS Code.
Our operations can also be favorably affected by severe weather and natural disasters, which could increase the volume of material in situations where we are able to charge for our additional services. Refer to our TCFD Report for more information on climate impacts and our risk management strategies, available at investor.republicservices.com/sustainability.
Our operations can also be favorably affected by severe weather and natural disasters, which could increase the volume of material in situations where we are able to charge for our additional services. Refer to our TCFD Report for more information on climate impacts and our risk management strategies, available at republicservices.com/sustainability.
Our sustainability commitments, as well as our progress toward our current goals, are published in our Sustainability Report and accompanying reports and can be found at investor.republicservices.com/sustainability. The information contained on our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K or in any other filing we make under the Exchange Act.
Our sustainability commitments, as well as our progress toward our current goals, are published in our Sustainability Report and accompanying reports and can be found at republicservices.com/sustainability. The information contained on our website shall not be deemed incorporated by reference in this Annual Report on Form 10-K or in any other filing we make under the Exchange Act.
The Canadian provinces also have jurisdiction over environmental matters within their respective boundaries, including primary responsibility for regulation and management of hazardous and non-hazardous waste. The main federal laws governing waste management are the Canadian Environmental Protection Act, 1999 (CEPA) and the Transportation of Dangerous Goods Act, 1992.
The Canadian provinces and territories also have jurisdiction over environmental matters within their respective boundaries, including primary responsibility for regulation and management of hazardous and non-hazardous waste. The main federal laws governing waste management are the Canadian Environmental Protection Act, 1999 (CEPA) and the Transportation of Dangerous Goods Act, 1992.
Federal, state and local laws and regulations vary, but generally govern wastewater or storm water discharges, air emissions, the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous waste and the remediation of contamination associated with the release or threatened release of hazardous substances.
Federal, state, provincial and local laws and regulations vary, but generally govern wastewater or storm water discharges, air emissions, the handling, transportation, treatment, storage and disposal of hazardous and non-hazardous waste and the remediation of contamination associated with the release or threatened release of hazardous substances.
It also allows us to manage costs associated with material disposal because: (1) transfer trucks have larger capacities than collection trucks, allowing us to deliver more material to the landfill or processing center in each trip; (2) material is accumulated and compacted at strategically located transfer stations to increase efficiency; and (3) we can retain volume by managing the material to one of our own landfills or processing centers rather than to a competitor’s.
It also allows us to manage costs associated with material disposal because: (1) transfer trucks have larger capacities than collection trucks, allowing us to deliver more material to the landfill or processing center in each trip; (2) material is accumulated and compacted at strategically located transfer stations to increase efficiency; and (3) we can retain volume by transporting the material to one of our own landfills or processing centers rather than to a competitor’s.
We also are producing renewable energy at our landfills through solar projects we host at six sites, which generate clean electricity for local communities. Other Services Other revenue consists primarily of National Accounts revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling services are subcontracted to local operators.
We also are producing renewable energy at our landfills through solar projects we host at seven sites, which generate clean electricity for local communities. Other Services Other revenue consists primarily of National Accounts revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling services are subcontracted to local operators.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for repurchase authority remaining as of December 31, 2024. Shareholder Value We are committed to creating long-term shareholder value by generating consistent earnings and cash flow growth while continually improving returns on invested capital.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for repurchase authority remaining as of December 31, 2025. Shareholder Value We are committed to creating long-term shareholder value by generating consistent earnings and cash flow growth while continually improving returns on invested capital.
Where appropriate, we seek to achieve a high rate of internalization by managing material streams from the point of collection through recycling processing or disposal. During the year ended December 31, 2024, approximately 67% of the total solid waste volume we collected was disposed at landfills we own or operate (internalization).
Where appropriate, we seek to achieve a high rate of internalization by managing material streams from the point of collection through recycling processing or disposal. During the year ended December 31, 2025, approximately 67% of the total solid waste volume we collected was disposed at landfills we own or operate (internalization).
Hazardous waste transporters are required to hold permits to operate under the provincial statutes and regulations and are also subject to safety documentation and reporting requirements under provincial law and the federal Transportation of Dangerous Goods Act, 1992. Maritime Regulations Our Group 3 operations own and use 63 vessels registered under the United States flag.
Hazardous waste transporters are required to hold permits to operate under the provincial statutes and regulations and are also subject to safety documentation and reporting requirements under provincial law and the federal Transportation of Dangerous Goods Act, 1992. Maritime Regulations Our Group 3 operations own and use 68 vessels registered under the United States flag.
Other governments may enact similar regulations in the future. These regulations may cause a decline in volumes of waste delivered to our landfills or transfer stations and may increase our costs of disposal, thereby adversely affecting our operations and our financial results. We are engaged in 79 landfill gas-to-energy and other renewable energy projects.
Other governments may enact similar regulations in the future. These regulations may cause a decline in volumes of waste delivered to our landfills or transfer stations and may increase our costs of disposal, thereby adversely affecting our operations and our financial results. We are engaged in 84 landfill gas-to-energy and other renewable energy projects.
We also operate recycling centers in markets where diversion of waste is a priority, customers are willing to pay for the service and we can earn an appropriate return on our investment. Collection Services We provide residential, small-container and large-container collection services through 367 collection operations.
We also operate recycling centers in markets where diversion of waste is a priority, customers are willing to pay for the service and we can earn an appropriate return on our investment. Collection Services We provide residential, small-container and large-container collection services through 377 collection operations.
For example, robotics and advanced sorting equipment, such as disk screens, magnets and optical sorters, identify and separate different kinds of paper, metals, plastics and other materials to increase efficiency and maximize our recycling efforts. Landfill Services We own or operate 208 active landfills.
For example, robotics and advanced sorting equipment, such as disk screens, magnets and optical sorters, identify and separate different kinds of paper, metals, plastics and other materials to increase efficiency and maximize our recycling efforts. Landfill Services We own or operate 207 active landfills.
Canadian Waste Regulation Certain of our Group 3 operations and facilities are subject to, among other regulations, Canadian hazardous and non-hazardous waste regulations. The Canadian federal government regulates issues within federal jurisdiction, including activities that cross provincial boundaries or affect Canada’s relations with other nations.
Canadian Waste Regulation Certain of our operations and facilities are subject to, among other regulations, Canadian hazardous and non-hazardous waste regulations. The Canadian federal government regulates issues within federal jurisdiction, including activities that cross provincial boundaries or affect Canada’s relations with other nations.
These statutes and regulations regulate the generation, collection, characterization, documentation, transport, storage, treatment, recovery and disposal of hazardous and non-hazardous wastes, establish the requirements for waste management facilities and waste transportation systems and govern actual or potential releases of contaminants in the environment, such as air emissions and soil, groundwater 17 Table of Contents and surface water contamination issues.
These statutes and regulations regulate the generation, collection, characterization, documentation, transport, storage, treatment, recovery and disposal of hazardous and non-hazardous wastes, establish the requirements for waste management facilities and waste transportation systems and govern actual or potential releases of contaminants in the environment, such as air emissions and soil, groundwater and surface water contamination issues.
While we believe the amount of insurance is appropriate for our type of business, 19 Table of Contents such insurance may not be adequate, in scope or amount, in the event of a major loss, and we may be exposed to uninsured liabilities that could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
While we believe the amount of insurance is appropriate for our type of business, such insurance may not be adequate, in scope or amount, in the event of a major loss, and we may be exposed to uninsured liabilities that could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
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.
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.
In 2024, approximately 68% of our total revenue was derived from our collection business, of which approximately 18% of our total revenue related to residential services, approximately 30% related to small-container services, approximately 19% related to large-container services and approximately 1% related to other collection services.
In 2025, approximately 68% of our total revenue was derived from our collection business, of which approximately 18% of our total revenue related to residential services, approximately 30% related to small-container services, approximately 19% related to large-container services and approximately 1% related to other collection services.
Our collection operations deposit material at these transfer stations, as do other private and municipal haulers, for compaction and transfer to disposal sites or recycling centers. 11 Table of Contents Transfer stations provide collection operations with a cost-effective means to consolidate material and reduce transportation costs while providing our landfills with an additional mechanism to extend their geographic reach.
Our collection operations deposit material at these transfer stations, as do other private and municipal haulers, for compaction and transfer to disposal sites or recycling centers. Transfer stations provide collection operations with a cost-effective means to consolidate material and reduce transportation costs while providing our landfills with an additional mechanism to extend their geographic reach.
We provide temporary collection services on a contractual basis with terms ranging from a single pickup to one-year or longer. Transfer Services We own or operate 248 transfer stations. Revenue at our transfer stations is primarily generated by charging tipping or disposal fees, which accounted for approximately 5% of our revenue during 2024.
We provide temporary collection services on a contractual basis with terms ranging from a single pickup to one-year or longer. Transfer Services We own or operate 255 transfer stations. Revenue at our transfer stations is primarily generated by charging tipping or disposal fees, which accounted for approximately 5% of our revenue during 2025.
Under the authority of CERCLA and its implementing regulations, detailed requirements apply to the manner and degree of investigation and remediation of 15 Table of Contents facilities and sites where hazardous substances have been or are threatened to be released into the environment.
Under the authority of CERCLA and its implementing regulations, detailed requirements apply to the manner and degree of investigation and remediation of facilities and sites where hazardous substances have been or are threatened to be released into the environment.
Our landfill tipping fees charged to third parties accounted for approximately 11% of our revenue during 2024. As of December 31, 2024, we had 41,158 estimated permitted acres and estimated total available disposal capacity of 5.0 billion in-place cubic yards.
Our landfill tipping fees charged to third parties accounted for approximately 12% of our revenue during 2025. As of December 31, 2025, we had 41,158 estimated permitted acres and estimated total available disposal capacity of 5.0 billion in-place cubic yards.
Various state and local government authorities have adopted, or are considering adopting, laws and 18 Table of Contents regulations that would restrict the transportation of solid waste across state, county, or other jurisdictional lines.
Various state and local government authorities have adopted, or are considering adopting, laws and regulations that would restrict the transportation of solid waste across state, county, or other jurisdictional lines.
Additionally, we have developed security annexes for those United States-flag vessels that transit or work in waters designated as high risk by the United States Coast Guard pursuant to the latest revision of Marsec Directive 104-6.
Additionally, we have developed security annexes for those United States-flag vessels that transit or work in waters designated as high risk by the United States Coast Guard pursuant to the latest revision of the U.S. Coast Guard’s Maritime Security (MARSEC) Directive 104-6.
Approximately 82% of our total recycling center volume is fiber based and includes OCC, ONP and other mixed paper. During 2024, we processed and sold 2.1 million tons, excluding glass and organics, from our recycling centers. An additional 2.2 million tons were collected by us and delivered to third parties.
Approximately 83% of our total recycling center volume is fiber based and includes OCC, ONP and other mixed paper. During 2025, we processed and sold 2.2 million tons, excluding glass and organics, from our recycling centers. An additional 1.8 million tons were collected by us and delivered to third parties.
Sustainability Innovation We are uniquely positioned to offer products and services to address the complex sustainability needs of our customers. Our sustainability innovation product and service offerings include operations that allow for greater material circularity and support decarbonization. We believe demand for post-consumer content in consumer packaging and low carbon energy alternatives continues to increase.
Sustainability Innovation We are uniquely positioned to offer products and services to address the complex sustainability needs of our customers, including offerings that allow for greater material circularity and support decarbonization. We believe demand for post-consumer content in consumer packaging and low carbon energy alternatives continues to increase.
Recycling Processing Services We own or operate 75 recycling centers. These centers generate revenue through the processing and sale of old corrugated containers (OCC), old newsprint (ONP), aluminum, glass and other materials, which accounted for approximately 2% of our total revenue during 2024.
Recycling Processing Services We own or operate 79 recycling centers. These centers generate revenue through the processing and sale of old corrugated containers (OCC), old newsprint (ONP), aluminum, glass and other materials, which accounted for approximately 3% of our total revenue during 2025.
These regulations may present new opportunities to offer sustainable environmental services to our customers but may require investment of time, effort and money to be able to offer these new solutions and expose us to additional regulatory requirements and competition from others offering these services.
These regulations may present new opportunities to offer sustainable environmental services to our customers but may require investment of time, effort and money to be able to offer these new solutions, may expose us to additional regulatory requirements and competition from others offering these services, and could involve loss of volume at our landfills.
Any revocation, modification or denial of permits could have a material 14 Table of Contents adverse effect on us.
Any revocation, modification or denial of permits could have a material adverse effect on us.
We make available on that website, free of charge, access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished with the Securities and Exchange Commission (SEC) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934.
We make available on that website, free of charge, access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and amendments to those materials filed or furnished with the Securities and Exchange Commission (SEC) pursuant to Section 18 T a b l e o f C o n t e n t s 13(a) or 15(d) of the Securities Exchange Act of 1934.
In 2024, approximately 11% of our revenue was derived from environmental solutions. Waste Treatment & Disposal We own or operate 6 active hazardous waste landfills, 9 active energy waste landfills, 2 treatment, recovery and disposal facilities, 23 treatment, storage and disposal facilities, 5 salt water disposal wells and 14 deep injection wells.
In 2025, approximately 11% of our revenue was derived from environmental solutions. Waste Treatment & Disposal We own or operate 6 active hazardous waste landfills, 9 active energy waste landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities, 5 salt water disposal wells, 15 deep injection wells, and 9 industrial wastewater treatment facilities.
Seasonality and Severe Weather Our operating revenues tend to be somewhat higher in the summer months, primarily due to higher volumes of construction and demolition waste. The volumes of large-container and residential recycling and waste in certain regions of the country also tend to increase during the summer months.
This may have an effect on our future revenue and profitability. Seasonality and Severe Weather Our operating revenues tend to be somewhat higher in the summer months, primarily due to higher volumes of construction and demolition waste. The volumes of large-container and residential recycling and waste in certain regions of the country also tend to increase during the summer months.
Runoff from our landfills and transfer stations that is discharged into surface waters through discrete conveyances must be covered by discharge permits that generally require us to conduct sampling and monitoring, and, under certain circumstances, to reduce the quantity of pollutants in those discharges.
Runoff from our landfills and transfer stations that is discharged into surface waters through discrete conveyances must be covered by discharge permits that generally require us to conduct sampling and monitoring, and, 14 T a b l e o f C o n t e n t s under certain circumstances, to reduce the quantity of pollutants in those discharges.
This is a protected market that is subject to United States cabotage laws that impose certain restrictions on the ownership and operation of vessels in the United States coastwise trade. These laws are principally contained in 46 U.S.C.
A portion of the operations of our standby services business within Group 3 is conducted in the United States coastwise trade. This is a protected market that is subject to United States cabotage laws that impose certain restrictions on the ownership and operation of vessels in the United States coastwise trade. These laws are principally contained in 46 U.S.C.
The AEA assigns the United States Nuclear Regulatory Commission (USNRC) regulatory authority over receipt, possession, use and transfer of certain radioactive materials, including disposal. The USNRC has adopted regulations for licensing commercial low-level radioactive waste regulated under the AEA for disposal and has delegated regulatory authority to certain states, including states where one or more of our facilities are located.
The USNRC has adopted regulations for licensing commercial low-level radioactive waste regulated under the AEA for disposal and has delegated regulatory authority to certain states, including states where one or more of our facilities are located. The USNRC and United States Department of Transportation regulate the transport of radioactive materials.
Our United States-flag vessels are subject to the direct jurisdiction of the United States Coast Guard, the United States Customs and Border Protection and the United States Maritime Administration as well as other federal and state agencies.
Our United States-flag vessels are subject to the direct jurisdiction of the United States Coast Guard, the United States Customs and Border Protection and the United States Maritime Administration as well as other federal and state agencies. We are also subject to international laws and conventions and the laws of foreign jurisdictions when we operate outside of the United States.
In a separate rule finalized at the same time, the EPA issued updates to its 1996 Emission Guidelines to reduce emissions of landfill gas from existing active landfills. Both actions were part of the Obama Administration's Climate Action Plan - Strategy to Reduce Methane Emissions.
In a separate rule finalized at the same time, the EPA issued updates to its 1996 Emission Guidelines to reduce emissions of landfill gas from existing active landfills.
We are able to invest independently or through joint ventures to create solutions for the evolving marketplace. Circularity In 2024, we commenced operations at our first Polymer Center in Las Vegas and completed construction of our second Polymer Center in Indianapolis.
We are able to invest independently or through joint ventures to create solutions for the evolving marketplace. Circularity In 2025, we commenced operations at our second Polymer Center in Indianapolis, Indiana and began construction at our third Polymer Center in Allentown, Pennsylvania.
From time-to-time, our competitors reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. Our ability to maintain and increase prices in certain markets may be impacted by our competitors’ pricing policies. This may have an effect on our future revenue and profitability.
We compete for collection accounts primarily based on our product offering, quality of service and price. From time-to-time, our competitors reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. Our ability to maintain and increase prices in certain markets may be impacted by our competitors’ pricing policies.
Over the past decade, the EPA and the National Highway Traffic Safety Administration (NHTSA) have adopted regulations mandating the reduction of vehicle tail pipe emissions as a means of reducing greenhouse gas emissions. The regulations take the form of fuel economy standards.
In addition, our vehicle fleet may become subject to higher efficiency standards or other carbon-emission restrictions. Over the past decade, the EPA and the National Highway Traffic Safety Administration (NHTSA) have adopted regulations mandating the reduction of vehicle tail pipe emissions as a means of reducing greenhouse gas emissions. The regulations take the form of fuel economy standards.
If underground storage tanks we own or operate leak, we could be liable for response costs and, if the leakage migrates onto the property of others, we could be liable for damages to third parties.
In the event of leaks or releases from these tanks, these regulations require that polluted groundwater and soils be remediated. If underground storage tanks we own or operate leak, we could be liable for response costs and, if the leakage migrates onto the property of others, we could be liable for damages to third parties.
EPA and NHTSA periodically issue rules covering additional model years, typically increasing the stringency of the relevant vehicle standards, and those rules are frequently challenged in court. • The Occupational Safety and Health Act of 1970 (OSHA). This act authorizes the Occupational Safety and Health Administration of the United States Department of Labor to promulgate occupational safety and health standards.
We own and operate vehicles in both categories. EPA and NHTSA periodically issue rules covering additional model years, typically increasing the stringency of the relevant vehicle standards, and those rules are frequently challenged in court. • The Occupational Safety and Health Act of 1970 (OSHA).
We plan to commence operations at the Indianapolis Polymer Center during 2025 and anticipate opening two additional Polymer Centers in the coming years. In 2023, we announced the creation of Blue Polymers, LLC, a joint venture with Ravago, that will further advance circularity in the plastics industry.
We plan to commence operations at our Allentown, Pennsylvania Polymer Center in 2027. In 2023, we announced the creation of Blue Polymers, LLC, a joint venture with Ravago, that will further advance circularity in the plastics industry.
As of December 31, 2024, we operated 79 landfill gas-to-energy projects. The majority of these projects were developed and are owned by a third party, where we earn a royalty based on renewable energy sold. We presently have 45 landfill gas-to-renewable natural gas (RNG) projects in development that are expected to begin operations in the coming years.
The majority of these projects were developed and are owned and operated by a third party, where we earn a royalty from our supply of landfill gas to the renewable energy production facilities. We presently have more than 30 landfill gas-to-energy projects in development that are expected to begin operations in the coming years.
State and municipal governments also have enacted or may enact “organic diversion” regulations that require food waste to be managed separately from the other waste streams, similar to the rules recently enacted in California. Several states have also enacted or are considering “minimum recycled content” regulations mandating certain minimum post-consumer recycled content in certain types of packaging, including California.
State and municipal governments also have enacted or may enact “organic diversion” regulations that require food waste to be managed separately from the other waste streams, similar to the rules recently enacted in California.
In any given market, competitors may have larger operations and greater resources. In addition, we compete with municipalities that maintain material collection or disposal operations. These municipalities may have financial advantages due to the availability of tax revenue and greater opportunities for tax-exempt financing. We compete for collection accounts primarily based on our product offering, quality of service and price.
In any given market, competitors may have larger operations and greater resources. In addition, we 12 T a b l e o f C o n t e n t s compete with municipalities that maintain material collection or disposal operations. These municipalities may have financial advantages due to the availability of tax revenue and greater opportunities for tax-exempt financing.
The EPA and the NHTSA have developed fuel economy 16 Table of Contents standards in two vehicle categories: (1) passenger automobiles and light-duty trucks (collectively, light-duty vehicles); and (2) heavy-duty trucks, including solid waste collection vehicles and tractor trailers. We own and operate vehicles in both categories.
The EPA and the NHTSA have developed fuel economy standards in two vehicle categories: (1) passenger automobiles and light-duty trucks (collectively, light-duty vehicles); and (2) heavy-duty trucks, including solid waste collection vehicles and tractor trailers. The Trump Administration has proposed to repeal certain EPA vehicle emissions standards and decrease certain NHTSA fuel economy standards.
A number of these standards, including standards for notices of hazardous chemicals and the handling of asbestos, apply to our facilities and operations.
This act authorizes the Occupational Safety and Health Administration of the United States Department of Labor to promulgate occupational safety and health standards. A number of these standards, including standards for notices of hazardous chemicals and the handling of asbestos, apply to our facilities and operations.
The USNRC and United States Department of Transportation regulate the transport of radioactive materials. Shippers must comply with both the general requirements for hazardous materials transportation and specific requirements for transporting radioactive materials. Many of our facilities own and operate underground storage tanks that are generally used to store petroleum-based products.
Shippers must comply with both the general requirements for hazardous materials transportation and specific requirements for transporting radioactive materials. Many of our facilities own and operate underground storage tanks that are generally used to store petroleum-based products. These tanks can be subject to federal, state and local laws and regulations that mandate their periodic testing, upgrading, closure and removal.
As an integral part of our services, we employ highly trained staff and operate a network of service centers that characterize, package and collect hazardous and non-hazardous wastes from customers and transport such wastes to and between our facilities for treatment or bulking for shipment to final disposal locations.
These services include industrial cleaning and maintenance, retail services, lab pack, site remediation, equipment cleaning and maintenance services, specialty equipment rental, transportation and emergency response. 11 T a b l e o f C o n t e n t s As an integral part of our services, we employ highly trained staff and operate a network of service centers that characterize, package and collect hazardous and non-hazardous wastes from customers and transport such wastes to and between our facilities for treatment or bulking for shipment to final disposal locations.
See Item 1A, Risk Factors – Regulation of greenhouse gas emissions and other governmental regulations could impose costs on our operations, the magnitude of which is difficult to estimate , in this Annual Report on Form 10-K. In addition, our vehicle fleet may become subject to higher efficiency standards or other carbon-emission restrictions.
Certain of these state agencies are also implementing greenhouse gas control regulations that would also apply to landfill gas emissions. See Item 1A, Risk Factors – Regulation of greenhouse gas emissions and other governmental regulations could impose costs on our operations, the magnitude of which is difficult to estimate , in this Annual Report on Form 10-K.
As part of the Biden Administration's focus on climate change, the EPA has taken further steps to implement these regulations. These and other efforts to curtail the emission of greenhouse gases and to ameliorate the effect of climate change may require our landfills to deploy more stringent emission controls and monitoring systems, with resulting capital or operating costs.
These and other efforts to curtail the emission of greenhouse gases and to ameliorate the effect of climate change may require our landfills to deploy more stringent emission controls and monitoring systems, with resulting capital or operating costs. Many state regulatory agencies also currently require monitoring systems for the collection and control of certain landfill gas.
We have compliance mechanisms in place designed to assist with monitoring and maintaining compliance with the ownership requirements of the Jones Act. All of our offshore vessels are subject to either United States or international safety and classification standards and sometimes both.
We have compliance mechanisms in place designed to assist with monitoring and maintaining compliance with the ownership requirements of the Jones Act.
Climate and Sustainability Trends Jurisdictions have been updating climate policies toward the goal of reporting and reducing greenhouse gas (GHG) emissions through a broad range of sustainability initiatives. We believe reducing our impact on the planet and improving the quality of life of its inhabitants are the right things to do, and have committed to heightened emissions reduction goals.
Climate and Sustainability Trends Certain jurisdictions have been updating climate policies toward the goal of reporting and reducing greenhouse gas (GHG) emissions through a broad range of sustainability initiatives.
Our fully integrated markets generally have a lower cost of operations and more favorable cash flows than our markets that are not fully integrated. Through acquisitions, landfill operating agreements and other market development activities, we create market-specific, vertically-integrated operations typically consisting of one or more collection operations, transfer stations and landfills.
Through acquisitions, landfill operating agreements and other market development activities, we create market-specific, vertically-integrated operations typically consisting of one or more collection operations, 9 T a b l e o f C o n t e n t s transfer stations and landfills.
Other Regulations Some of our facilities and operations are subject to the Toxic Substances Control Act of 1976 (TSCA) and the Atomic Energy Act of 1954, as amended (AEA). TSCA regulates the treatment, storage and disposal of polychlorinated biphenyls and asbestos.
We believe that additional security and environmental related regulations could be imposed on the maritime industry affecting our Group 3 operations. Other Regulations Some of our facilities and operations are subject to the Toxic Substances Control Act of 1976 (TSCA) and the Atomic Energy Act of 1954, as amended (AEA).
We also have responsibility for 125 closed landfills, for which we have associated closure and post-closure obligations. 12 Table of Contents Environmental Solutions We have the capabilities to address the complex environmental and sustainability needs of our customers.
To satisfy future disposal demand, we are seeking to expand permitted capacity at certain landfills; however, all proposed or future expansions may not be permitted. We also have responsibility for 124 closed landfills, for which we have associated closure and post-closure obligations. Environmental Solutions We have the capabilities to address the complex environmental and sustainability needs of our customers.
The majority of the development portfolio is part of a joint venture with Archaea Energy, a bp company, in which Republic is a minority equity owner. RNG is a low-carbon, pipeline-quality fuel that’s fully interchangeable with fossil fuel-derived natural gas; it can be used as a transportation fuel in commercial fleets, including our own.
Many of these projects produce or are expected to produce renewable natural gas, a low carbon, pipeline-quality fuel that’s fully interchangeable with fossil fuel-derived natural gas; it can be used as a transportation fuel in commercial fleets, including our own.
Republic is committed to harnessing landfill gas, a natural byproduct of decomposing waste, and converting it to energy. More than 87% of our landfill acreage is covered by gas collection systems. Collecting and converting landfill gas into renewable energy provides economic and environmental benefits, including reducing fugitive greenhouse gas emissions.
Decarbonization Our customers are increasingly looking for decarbonization solutions, and we are leveraging our network of landfills to meet that need. Republic is committed to harnessing landfill gas, a natural byproduct of decomposing waste, and converting it to energy. More than 89% of our landfill acreage is covered by gas collection systems.
We are investing in innovative recycling technology and have expanded our organics operations to help customers meet their diversion goals. We processed 1.1 million and sold 0.3 million tons of organic materials, respectively, from our recycling centers in 2024. Changing market demand for recycled commodities causes volatility in commodity prices.
We are investing in innovative recycling technology and have expanded our organics operations to help customers meet their diversion goals.
Products are expected to include custom-blended and compounded materials for individual customers to help them achieve their sustainability goals and comply with federal, state or local requirements for recycled content. 13 Table of Contents Decarbonization Our customers are increasingly looking for decarbonization solutions, and Republic is leveraging our network of landfills to meet that need.
In 2025, operations commenced at the first Blue Polymers facility in Indianapolis, Indiana, and additional Blue Polymers facilities are planned to open over the coming years. Products are expected to include custom-blended and compounded materials for individual customers to help them achieve their sustainability goals and comply with federal, state or local requirements for recycled content.
Citations and notices may be issued in the future, notwithstanding our strong regulatory compliance efforts. We have established final capping, closure, post-closure and remediation reserves that we believe, based on currently available information, will be adequate to cover our current estimates of regulatory costs; however, actual costs may exceed our reserves.
We have established final capping, closure, post-closure and remediation reserves that we believe, based on currently available information, will be adequate to cover our current estimates of regulatory costs; however, actual costs may exceed our reserves. 13 T a b l e o f C o n t e n t s Federal Regulation The following summarizes the primary federal, environmental and occupational health and safety-related statutes that affect our facilities and operations: • The Solid Waste Disposal Act, including the Resource Conservation and Recovery Act (RCRA).
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Management Team We believe that building and blending a diverse team of strong industry veterans, along with talented people from other industries who bring unique skill sets, will contribute to what we call our Composite Strength. Composite Strength combines the vast, varied experience and capability of both strong environmental services industry veterans and talented people from other industries.
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Our fully integrated markets generally have a lower cost of operations and more favorable cash flows than our markets that are not fully integrated.
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Additionally, Composite Strength helps ensure the continuity of leadership and preservation of institutional knowledge, while also bringing in skills and new ideas from other companies outside of our industry - many of them from leading companies. Jon Vander Ark was named Chief Executive Officer in 2021. Since joining Republic in 2013, Mr.
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We processed 1.1 million tons and sold 0.4 million tons of organic materials, respectively, through our organics infrastructure in 2025. 10 T a b l e o f C o n t e n t s Changing market demand for recycled commodities causes volatility in commodity prices.
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Vander Ark has held management roles of increasing responsibility, including Executive Vice President, Chief Marketing Officer, Executive Vice President, Operations, Executive Vice President, Chief Operating Officer, President and his current role as President and Chief Executive Officer.
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Collecting and converting landfill gas into renewable energy provides economic and environmental benefits, including reducing fugitive greenhouse gas emissions. As of December 31, 2025, we were engaged in 77 landfill gas-to-energy projects at our landfills.
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Prior to joining the Company, he served as a partner at McKinsey & Company’s Detroit office, managing clients across a variety of industries, including transportation, logistics, manufacturing and consumer products. Mr. Vander Ark serves on the Board of Directors of Lennox International Inc. Brian Bales was named Executive Vice President, Chief Development Officer in February 2015. Mr.
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Citations and notices may be issued in the future, notwithstanding our strong regulatory compliance efforts.
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Bales has been with Republic for over 25 years, serving as Executive Vice President, Business Development from December 2008 to February 2015 and Vice President, Corporate Development from 1998 to December 2008. Prior to his time at Republic, Mr.
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Several states have also enacted or are considering “minimum recycled content” regulations mandating certain minimum post-consumer 15 T a b l e o f C o n t e n t s recycled content in certain types of packaging, including California.
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Bales held roles of increasing responsibility in finance and business development for Ryder System, Inc. from 1993 to 1998 and served as chief financial officer for EDIFEX & VTA Communications from 1988 through 1993. Prior to that, Mr. Bales was an accountant for PwC (formerly Price Waterhouse) from 1986 to 1988. Mr.
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Failure to maintain compliance with these ownership requirements could adversely impact our Group 3 operations. 16 T a b l e o f C o n t e n t s All of our offshore vessels are subject to either United States or international safety and classification standards and sometimes both.
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Bales serves on the Board of Directors of RB Global, Inc. 9 Table of Contents Gregg Brummer was named Executive Vice President, Chief Operating Officer in August 2023. Prior to his current role, Mr.
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TSCA regulates the treatment, storage and disposal of polychlorinated biphenyls and asbestos. The AEA assigns the United States Nuclear Regulatory Commission (USNRC) regulatory authority over receipt, possession, use and transfer of certain radioactive materials, including disposal.
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Brummer served as Senior Vice President, Operations from June 2019 to August 2023 where he was responsible for maximizing field performance, ensuring superior service delivery, executing the operating plan, and achieving financial and operational results across the Company. Mr. Brummer joined the Company in January 2014 as Area President, a role he held until June 2019.
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For example, in 2023, California became the first U.S. state to 17 T a b l e o f C o n t e n t s require annual greenhouse gas emission disclosure, as well as biennial disclosure of information on climate-related financial risks. These laws are currently subject to legal challenge.
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Prior to joining the Company, Mr. Brummer was a Regional Vice President as well as General Manager at BlueLinx Corporation and held various leadership positions at Georgia Pacific Corporation. Brian DelGhiaccio was named Executive Vice President, Chief Financial Officer in June 2020. Mr. DelGhiaccio has over 25 years of experience with Republic in a variety of roles of increasing responsibility.
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Similar bills have been introduced in other U.S. states; to-date, none have been passed into law. We believe reducing our impact on the planet and improving the quality of life of its inhabitants are the right things to do, and have committed to heightened emissions reduction goals.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

138 edited+31 added−32 removed92 unchanged
Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating primarily in geographic areas located across the United States and Canada.
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.
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.
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.
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 include marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources and other administrative functions.
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 functions include marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources and other administrative functions.
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 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).
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 subsequently increased to $1.5 billion.
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.
Changes in these estimates may be sensitive to the following factors: (1) changes to environmental laws and regulations and/or circumstances affecting our operations could result in a significant change to our estimates, which could have a significant impact on our result of operations, (ii) we do not expect to incur most of these costs for a number of years, which requires us to estimate the timing of projected cash flows and make assumptions regarding inflation rates, and (iii) actual future costs of materials and third-party labor could differ from the costs we have estimated because of the level of demand and the availability of the required materials and labor.
Changes in these estimates may be sensitive to the following factors: (i) changes to environmental laws and regulations and/or circumstances affecting our operations could result in a significant change to our estimates, which could have a significant impact on our result of operations, (ii) we do not expect to incur most of these costs for a number of years, which requires us to estimate the timing of projected cash flows and make assumptions regarding inflation rates, and (iii) actual future costs of materials and third-party labor could differ from the costs we have estimated because of the level of demand and the availability of the required materials and labor.
We discuss in more detail various factors that could cause actual results to differ from expectations in Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K. For further discussion regarding our results of operations for the year ended December 31, 2023 as compared to the year ended December 31, 2022, refer to Part II, Item 7.
We discuss in more detail various factors that could cause actual results to differ from expectations in Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K. For further discussion regarding our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023, refer to Part II, Item 7.
(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 section of 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 years ended December 31, 2024 and 2023.
(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 section of 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 years ended December 31, 2025 and 2024.
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 December 31, 2024, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed.
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 December 31, 2025, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed.
If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, as of December 31, 2024 , we had availability under our Credit Facility (defined below) to fund these bonds until they are remarketed successfully.
If the remarketing agent is unable to remarket our bonds, the remarketing agent can put the bonds to us. In the event of a failed remarketing, as of December 31, 2025 , we had availability under our Credit Facility (defined below) to fund these bonds until they are remarketed successfully.
Recent Developments 2025 Financial Guidance In 2025, we will 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.
Recent Developments 2026 Financial Guidance In 2026, we will 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.
Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR plus a current applicable margin of 0.920% based on our Debt Ratings (all as defined in the Credit Facility agreement).
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).
Contingencies For a description of our commitments and contingencies, see Note 8, Landfill and Environmental Costs , Note 11, Income Taxes and Note 19, Commitments and Contingencies , to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
Contingencies For a description of our commitments and contingencies, see Note 8, Landfill and Environmental Costs , Note 11, Income Taxes and Note 18, Commitments and Contingencies , to our audited consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K.
The Uncommitted Credit Facility may be terminated by either party at any time. As of December 31, 2024 and 2023, 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 Uncommitted Credit Facility may be terminated by either party at any time. As of December 31, 2025 and 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.
In the event of a failed re-borrowing under our commercial paper program, as of December 31, 2024, we had availability under our Credit Facility to fund the amounts borrowed under the commercial paper program until it is re-borrowed successfully.
In the event of a failed re-borrowing under our commercial paper program, as of December 31, 2025, we had availability under our Credit Facility to fund the amounts borrowed under the commercial paper program until it is re-borrowed successfully.
As of December 31, 2024, we were in compliance with all other covenants unde r our Credit Facility . EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement.
As of December 31, 2025, we were in compliance with all other covenants unde r our Credit Facility . EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement.
We do not expect a material increase in financial assurance requirements during 2025, although the mix of Financial Assurance Instruments may change. These Financial Assurance Instruments are issued in the normal course of business and are not classified as indebtedness.
We do not expect a material increase in financial assurance requirements during 2026, although the mix of Financial Assurance Instruments may change. These Financial Assurance Instruments are issued in the normal course of business and are not classified as indebtedness.
The most significant items impacting adjusted EBITDA in Group 2 during the year ended December 31, 2024 compared to the year ended December 31, 2023 include: • Net revenue for the year ended December 31, 2024 increased 4.9% from 2023 due to an increase in average yield in all lines of business and increased volume in our landfill line of business.
The most significant items impacting adjusted EBITDA in Group 2 during the year ended December 31, 2025 compared to the year ended December 31, 2024 include: • Net revenue for the year ended December 31, 2025 increased 2.4% from 2024 due to an increase in average yield in all lines of business and increased volume in our landfill line of business.
Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 .
Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .
Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our consolidated balance sheet as of December 31, 2024 .
Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our consolidated balance sheet as of December 31, 2025 .
As of December 31, 2024, we recorded a quarterly dividend payable of $181 million to shareholders of record at the close of business on January 2, 2025, which was paid on January 15, 2025. Debt and other long-term obligations Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise.
As of December 31, 2025, we recorded a quarterly dividend payable of $193 million to shareholders of record at the close of business on January 2, 2026, which was paid on January 15, 2026. Debt and other long-term obligations Debt repayments may include purchases of our outstanding indebtedness in the secondary market or otherwise.
We believe that it is more likely than not that the benefit from some of our state net operating loss carryforwards will not be realized due to limitations on these loss carryforwards in certain states. In recognition of this risk, as of December 31, 2024, we have provided a valuation allowance of $45 million.
We believe that it is more likely than not that the benefit from some of our state net operating loss carryforwards will not be realized due to limitations on these loss carryforwards in certain states. In recognition of this risk, as of December 31, 2025, we have provided a valuation allowance of $40 million.
Landfill retirement obligations are capitalized as the related liabilities are recognized and amortized using the units-of-consumption method over the airspace consumed within the capping event or the airspace consumed within the entire landfill, depending on the nature of the obligation. Landfill amortization expense for the years ended December 31, 2024 and 2023 was $106 million and $92 million, respectively.
Landfill retirement obligations are capitalized as the related liabilities are recognized and amortized using the units-of-consumption method over the airspace consumed within the capping event or the airspace consumed within the entire landfill, depending on the nature of the obligation. Landfill amortization expense for the years ended December 31, 2025 and 2024 was $114 million and $106 million, respectively.
For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace as of December 31, 2024.
For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace, as of December 31, 2025.
(the Canadian Borrower) entered into the Second Amended and Restated Credit Agreement (the Credit Facility) which amends and restates the unsecured revolving credit facility we entered into in August 2021.
(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.
We have noted examples of the estimates that are subject to uncertainty in the accounting for these areas below. Landfill Development Asset Depletion Landfill depletion expense for the years ended December 31, 2024 and 2023 was $408 million and $379 million, respectively.
We have noted examples of the estimates that are subject to uncertainty in the accounting for these areas below. Landfill Development Asset Depletion Landfill depletion expense for the years ended December 31, 2025 and 2024 was $433 million and $408 million, respectively.
Total landfill depletion and amortization expense for the years ended December 31, 2024 and 2023 was $514 million and $471 million, respectively. See our Results of Operations section in this Management's Discussion and Analysis of Financial Condition and Results of Operations for discussion on changes to our landfill depletion and amortization.
Total landfill depletion and amortization expense for the years ended December 31, 2025 and 2024 was $547 million and $514 million, respectively. See our Results of Operations section in this Management's Discussion and Analysis of Financial Condition and Results of Operations for discussion on changes to our landfill depletion and amortization.
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $378 million in 2024, compared to a decrease of $91 million during the same period in 2023, primarily as a result of the following: • Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $76 million during 2024, due to the timing of billings net of collections, compared to a $71 million increase in the same period in 2023.
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flow from operations by $359 million in 2025, compared to a decrease of $378 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 $87 million during 2025, due to the timing of billings net of collections, compared to a $76 million increase in the same period in 2024.
Investment in Landfills As of December 31, 2024, we expect to spend an estimated additional $12 billion on existing landfills, primarily related to cell construction and environmental structures, over their remaining lives.
Investment in Landfills As of December 31, 2025, we expect to spend an estimated additional $13 billion on existing landfills, primarily related to cell construction and environmental structures, over their remaining lives.
Our total expected investment, excluding non-depletable land, estimated to be $17 billion , or $3.36 per cubic yard, is used in determining our depletion and amortization expense based on airspace consumed using the units-of-consumption method.
Our total expected investment, excluding non-depletable land, estimated to be $18.2 billion , or $3.62 per cubic yard, is used in determining our depletion and amortization expense based on airspace consumed using the units-of-consumption method.
The following table summarizes our restricted cash and marketable securities as of December 31: 2024 2023 Capping, closure and post-closure obligations $ 59 $ 43 Insurance 149 121 Total restricted cash and marketable securities $ 208 $ 164 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.
The following table summarizes our restricted cash and marketable securities as of December 31: 2025 2024 Capping, closure and post-closure obligations $ 67 $ 59 Insurance 192 149 Total restricted cash and marketable securities $ 259 $ 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.
We continue to invest in value-enhancing acquisitions in existing markets. We expect to invest approximately $1 billion in acquisitions in 2025. Dividend Payments In October 2024 our Board of Directors approved a quarterly dividend of $0.580 per share. Aggregate cash dividends declared were $699 million for the year ended December 31, 2024.
We continue to invest in value-enhancing acquisitions in existing markets. We expect to invest approximately $1 billion in acquisitions in 2026. Dividend Payments In October 2025 our Board of Directors approved a quarterly dividend of $0.625 per share. Aggregate cash dividends declared were $749 million for the year ended December 31, 2025.
As of December 31, 2024, the remaining authorized purchase capacity under our October 2023 repurchase program was $2.5 billion. Summary of Cash Flow Activity The major components of changes in cash flows for 2024 and 2023 are discussed in the following paragraphs.
As of December 31, 2025, the remaining authorized purchase capacity under our October 2023 repurchase program was $1.7 billion. Summary of Cash Flow Activity The major components of changes in cash flows for 2025 and 2024 are discussed in the following paragraphs.
The average price for recycled commodities, excluding glass and organics, for 2024 was $164 per ton compared to $117 per ton for 2023. Changing market demand for recycled commodities causes volatility in commodity prices.
The average price for recycled commodities, excluding glass and organics, for 2025 was $135 per ton compared to $164 per ton for 2024. Changing market demand for recycled commodities causes volatility in commodity prices.
The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer station and operating equipment. As of December 31, 2024, the amount of total future lease payments under operating and finance leases was $269 million and $445 million, respectively.
The most significant lease obligations are for real property and equipment specific to our industry, including property operated as a landfill or transfer station and operating equipment. As of December 31, 2025, the amount of total future lease payments under operating and finance leases was $248 million and $485 million, respectively.
Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2024. As of December 31, 2024, the total principal value of our debt was $12.8 billion, of which $862 million is due in 2025. We have several agreements that require us to dispose of a minimum number of tons at third-party disposal facilities.
Accordingly, we have classified these borrowings as long-term in our consolidated balance sheet as of December 31, 2025. As of December 31, 2025, the total principal value of our debt was $13.7 billion, of which $596 million is due in 2026. We have several agreements that require us to dispose of a minimum number of tons at third-party disposal facilities.
As of December 31, 2024, our days sales outstanding were 40.9, or 30.0 days net of deferred revenue, compared to 42.0, or 30.9 days net of deferred revenue, as of December 31, 2023. • Our prepaid expenses and other assets increased $171 million in 2024 compared to a $30 million increase in 2023.
As of December 31, 2025, our days sales outstanding were 41.8, or 30.8 days net of deferred revenue, compared to 40.9, or 30.0 days net of deferred revenue, as of December 31, 2024. • Our prepaid expenses and other assets increased $174 million in 2025 compared to a $171 million increase in 2024.
The national average diesel fuel cost per gallon for 2024 was $3.76 compared to $4.21 for 2023. 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.
The national average diesel fuel cost per gallon for 2025 was $3.66 compared to $3.76 for 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 $26 million per year.
We had $477 million and $496 million principal value of commercial paper issued and outstanding under the program as of December 31, 2024 and 2023, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined above) to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully.
We had $1.0 billion and $477 million principal value of commercial paper issued and outstanding under the program as of December 31, 2025 and 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.
As we obtain updated information regarding multiemployer pension funds, the factors used in deriving our estimated withdrawal liabilities will be subject to change, which may adversely impact our reserves for withdrawal costs. 43 Table of Contents Income Taxes Our provision for income taxes was $388 million and $460 million for 2024 and 2023, respectively.
As we obtain updated information regarding multiemployer pension funds, the factors used in deriving our estimated withdrawal liabilities will be subject to change, which may adversely impact our reserves for withdrawal costs. Income Taxes Our provision for income taxes was $455 million and $388 million for 2025 and 2024, respectively.
The following table summarizes our cash flow from operating activities, investing activities and financing activities for the years ended December 31, 2024 and 2023 (in millions of dollars): 2024 2023 Net cash provided by operating activities $ 3,936 $ 3,618 Net cash used in investing activities $ (2,561) $ (3,667) Net cash (used in) provided by financing activities $ (1,398) $ 62 Cash Flows Provided by Operating Activities The most significant items affecting the comparison of our operating cash flows for 2024 and 2023 are summarized below.
The following table summarizes our cash flow from operating activities, investing activities and financing activities for the years ended December 31, 2025 and 2024 (in millions of dollars): 2025 2024 Net cash provided by operating activities $ 4,296 $ 3,936 Net cash used in investing activities $ (3,313) $ (2,561) Net cash used in financing activities $ (938) $ (1,398) Cash Flows Provided by Operating Activities The most significant items affecting the comparison of our operating cash flows for 2025 and 2024 are summarized below.
The weighted average interest rate for borrowings outstanding as of December 31, 2024 was 4.646% with a weighted average maturity of approximately 18 days. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined below) to fund the amounts borrowed under the commercial paper program until they are re-borrowed successfully.
The weighted average interest rate for borrowings outstanding as of December 31, 2025 was 4.044%. In the event of a failed re-borrowing, we currently have availability under our Credit Facility (as defined below) to fund the amounts borrowed under the commercial paper program until they are re-borrowed successfully.
Corresponding retirement obligation assets are recorded for the same value as the additions to the capping, closure and post-closure liabilities. The retirement obligation assets are amortized to expense on a per-ton basis as disposal capacity is consumed.
Actual cash expenditures reduce the asset retirement obligation liabilities as they are made. Corresponding retirement obligation assets are recorded for the same value as the additions to the capping, closure and post-closure liabilities. The retirement obligation assets are amortized to expense on a per-ton basis as disposal capacity is consumed.
During 2024, we recorded a net gain on certain divestitures and impairments of $30 million, of which $29 million was due to a gain on the sale of a transfer station facility and $1 million related to a gain on business divestitures and impairments. During 2023, we recorded a net gain of $4 million related to business divestitures and impairments.
During 2024, we recorded a net gain on certain divestitures and impairments of $30 million, of which $29 million was due to a gain on the sale of a transfer station facility and $1 million related to a gain on other business divestitures and impairments. Settlements and withdrawals on pension plans.
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; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on the sale of assets used in our operations. 40 Table of Contents The following table summarizes the major components of our cost of operations for the years ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue): 2024 2023 Labor and related benefits $ 3,213 20.0 % $ 2,994 20.0 % Transfer and disposal costs 1,101 6.9 1,055 7.1 Maintenance and repairs 1,468 9.2 1,388 9.3 Transportation and subcontract costs 1,212 7.6 1,171 7.8 Fuel 470 2.9 542 3.6 Disposal fees and taxes 351 2.2 348 2.3 Landfill operating costs 367 2.3 335 2.2 Risk management 401 2.4 385 2.6 Other 796 5.5 725 4.9 Subtotal 9,379 59.0 8,943 59.8 Gain on certain divestitures and impairments, net (29) (0.7) — — Total cost of operations $ 9,350 58.3 % $ 8,943 59.8 % These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
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; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on the sale of assets used in our operations. 38 T a b l e o f C o n t e n t s The following table summarizes the major components of our cost of operations for the years ended December 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue): 2025 2024 Labor and related benefits $ 3,306 19.9 % $ 3,213 20.0 % Transfer and disposal costs 1,074 6.5 1,101 6.9 Maintenance and repairs 1,495 9.0 1,468 9.2 Transportation and subcontract costs 1,194 7.2 1,212 7.6 Fuel 466 2.8 470 2.9 Disposal fees and taxes 364 2.2 351 2.2 Landfill operating costs 389 2.3 367 2.3 Risk management 431 2.6 401 2.4 Other 871 5.3 796 5.0 Subtotal 9,590 57.8 9,379 58.5 Gain on certain divestitures and impairments, net — — (29) (0.2) Labor disruption 40 0.2 — — Total cost of operations $ 9,630 58.0 % $ 9,350 58.3 % These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies.
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 December 31, 2024 was 4.646% with a weighted average maturity of approximately 18 days.
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 December 31, 2025 was 4.044%. The weighted average interest rate for borrowings outstanding as of December 31, 2024 was 4.646%.
We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had $514 million and $297 million outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively. We had $317 million and $337 million of letters of credit outstanding under our Credit Facility as of December 31, 2024 and 2023, respectively.
We may pay dividends and repurchase common stock if we are in compliance with these covenants. We had $425 million and $514 million outstanding under the Credit Facility as of December 31, 2025 and 2024, respectively. We had $319 million and $317 million of letters of credit outstanding under the Credit Facility as of December 31, 2025 and 2024, respectively.
Our net income attributable to Republic Services, Inc. was $2,043 million, or $6.49 per diluted share, for 2024, compared to $1,731 million, or $5.47 per diluted share, for 2023. During 2024 and 2023, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax impact, net income attributable to Republic Services, Inc.
Our net income attributable to Republic Services, Inc. was $2.1 billion, or $6.85 per diluted share, for 2025, compared to $2.0 billion, or $6.49 per diluted share, for 2024. During 2025 and 2024, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax impact, net income attributable to Republic Services, Inc.
Our recycling centers generate revenue from tipping fees charged to third parties and the sale of recycled commodities.
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.
Landfill Asset Retirement Obligations We have two types of retirement obligations related to landfills: (1) capping and (2) closure and post-closure. As of December 31, 2024 and 2023, our asset retirement obligations related to capping, closure and post-closure were $2,144 million and $1,937 million, respectively.
Landfill Asset Retirement Obligations We have two types of retirement obligations related to landfills: (1) capping and (2) closure and post-closure. As of December 31, 2025 and 2024, our asset retirement obligations related to capping, closure and post-closure were $2.3 billion and $2.1 billion, respectively.
Significant changes in the revenue and Adjusted EBITDA of our reportable segments for 2024 compared to 2023 are discussed below. Group 1 Adjusted EBITDA in Group 1 increased from $2,135 million for the year ended December 31, 2023 to $2,353 million for the year ended December 31, 2024.
Significant changes in the revenue and adjusted EBITDA of our reportable segments for 2025 compared to 2024 are discussed below. Group 1 Adjusted EBITDA in Group 1 increased from $2.3 billion for the year ended December 31, 2024 to $2.5 billion for the year ended December 31, 2025.
We expect to receive between $1.86 billion to $1.90 billion of property and equipment, net of proceeds from the sale of property and equipment, in 2025. We lease property and equipment in the ordinary course of business under various lease agreements.
We expect to receive between $1.96 billion to $2.00 billion of property and equipment, net of proceeds from the sale of property and equipment, in 2026. We lease property and equipment in the ordinary course of business under various lease agreements.
For further discussion of the components of our overall debt, see Note 9, Debt , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. 53 Table of Contents Credit Facilities Uncommitted Credit Facility In January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility).
For further discussion of the components of our overall debt, see Note 9, Debt , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K. 51 T a b l e o f C o n t e n t s Credit Facilities Uncommitted Credit Facility In January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility).
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.
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.
Cash Flows (Used in) Provided by Financing Activities The most significant items affecting the comparison of our cash flows used in financing activities for 2024 and 2023 are summarized below: • During 2024, we issued $900 million of senior notes for cash proceeds, net of discounts and fees, of $889 million.
Cash Flows Used in Financing Activities The most significant items affecting the comparison of our cash flows used in financing activities for 2025 and 2024 are summarized below: • During 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million.
Our integration of the business was substantially complete as of December 31, 2023. Gain on Business Divestitures and Impairments, Net We strive to have a leading market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time.
Gain on Business Divestitures and Impairments, Net We strive to have a leading market position in each of the markets we serve, or have a clear path on how we will achieve a leading market position over time.
Balance as of December 31, 2023 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of December 31, 2024 Cubic yards (in millions): Permitted airspace 4,821 — — 7 (87) 4 4,745 Probable expansion airspace 283 4 — (5) — — 282 Total cubic yards (in millions) 5,104 4 — 2 (87) 4 5,027 Number of sites: Permitted airspace 207 — 1 — 208 Probable expansion airspace 14 1 — (1) 14 The following table reflects changes in capacity and remaining capacity for these landfills, as measured in cubic yards of airspace, as of December 31, 2023 .
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 December 31, 2025 Cubic yards (in millions): Permitted airspace 4,745 — 71 145 (86) (3) 4,872 Probable expansion airspace 282 15 — (142) — — 155 Total cubic yards (in millions) 5,027 15 71 3 (86) (3) 5,027 Number of sites: Permitted airspace 208 — 2 (3) 207 Probable expansion airspace 14 1 — (3) 12 The following table reflects changes in capacity and remaining capacity for these landfills, as measured in cubic yards of airspace, as of December 31, 2024 .
As of December 31, 2024, our credit ratings were BBB+, Baa1 and A- by Standard & Poor’s Ratings Services, Moody’s Investors Service and Fitch Ratings, Inc., respectively.
As of December 31, 2025, our credit ratings were A- by Standard & Poor’s Ratings Services, A- by Fitch Ratings, Inc. and A3 by Moody’s Investors Service, Inc.
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 years ended December 31, 2024 and 2023 (in millions of dollars): 2024 2023 Interest expense on debt $ 479 $ 430 Non-cash interest 71 86 Less: capitalized interest (11) (8) Total interest expense $ 539 $ 508 Total interest expense for 2024 increased compared to 2023 primarily due to higher interest rates on our fixed rate debt.
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 years ended December 31, 2025 and 2024 (in millions of dollars): 2025 2024 Interest expense on debt $ 510 $ 479 Non-cash interest 75 71 Less: capitalized interest (11) (11) Total interest expense $ 574 $ 539 Total interest expense for 2025 increased primarily due to a higher overall debt balance as well as higher interest rates on our debt compared to 2024.
For additional detail regarding our asset retirement obligations and environmental liabilities, see Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
As of December 31, 2025, our environmental liabilities totaled $443 million, of which $61 million was short-term. For additional detail regarding our asset retirement obligations and environmental liabilities, see Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.
During 2023, we issued $2,200 million of senior notes for cash proceeds, net of discounts and fees, of $2,172 million. Net payments of notes payable and long-term debt were $1,089 million during 2024, compared to net payments of $1,190 million in 2023.
During 2024, we issued $900 million of senior notes for cash proceeds, net of discounts and fees, of $889 million. Net payments of notes payable and long-term debt were $491 million during 2025, compared to net payments of $1,089 million in 2024.
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.
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 initial terms up to three years.
We also measure changes in average yield and core price 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 strategies. 39 Table of Contents The following table reflects average yield, core price and volume as a percentage of related-business revenue for the years ended December 31, 2024 and 2023: Years Ended December 31, 2024 2023 As a % of Related Business Average yield 6.2 % 7.3 % Core price 7.8 % 8.9 % Volume (1.3) % 0.7 % During 2024, we experienced the following changes in our revenue as compared to 2023: • Average yield increased revenue by 5.1% due to positive pricing changes in all lines of business. • The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.4%, primarily due to a decrease in fuel prices compared to 2023. • Volume decreased revenue by 1.1% during 2024 as compared to 2023 primarily driven by a decrease in volume in our large container collection line of business, primarily driven by a slowing in construction-related activity.
We also measure changes in average yield, core price 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 strategies. 37 T a b l e o f C o n t e n t s The following table reflects average yield, core price and volume as a percentage of related-business revenue for the years ended December 31, 2025 and 2024: Years Ended December 31, 2025 2024 As a % of Related Business Average yield 4.9 % 6.2 % Core price 7.1 % 7.8 % Volume (0.7) % (1.3) % During 2025, we experienced the following changes in our revenue as compared to 2024: • Average yield increased revenue by 4.1% due to positive pricing changes in all lines of business. • The fuel recovery fee program, which mitigates our exposure to increases in fuel prices, decreased revenue by 0.1%, primarily due to a decrease in fuel prices compared to 2024. • Volume decreased revenue by 0.6% during 2025 as compared to 2024 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 increase in prepaid expenses and other assets during 2024 is primarily driven by an increase in capitalized implementation costs for our cloud-based hosting arrangements and higher insurance premium costs. • Our accounts payable decreased $27 million during 2024 compared to an $83 million increase during 2023, due to the timing of payments. • Cash paid for capping, closure and post-closure obligations was $56 million during 2024 compared to $61 million for 2023.
The increase in prepaid expenses and other assets during 2025 is primarily driven by an increase in costs associated with cloud-based hosting arrangements and prepaid insurance premiums. • Our accounts payable decreased $14 million during 2025 compared to a $27 million decrease during 2024, due to the timing of payments. • Cash paid for capping, closure and post-closure obligations was $70 million during 2025 compared to $56 million for 2024.
During the year ended December 31, 2024, we repaid the remaining balance of the Term Loan Facility. 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).
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).
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) 50 Table of Contents payments to service debt and other long-term obligations, (5) payments for asset retirement obligations and environmental liabilities and (6) share repurchases.
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) 48 T a b l e o f C o n t e n t s payments to service debt and other long-term obligations, (5) payments for asset retirement obligations and environmental liabilities and (6) share repurchases.
Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that was used to calculate each layer of the recorded liabilities. This accretion is charged to operating expenses. Actual cash expenditures reduce the asset retirement obligation liabilities as they are made.
These liabilities are incurred as disposal capacity is consumed at the landfill. Retirement obligations are increased each year to reflect the passage of time by accreting the balance at the weighted average credit-adjusted risk-free rate that was used to calculate each layer of the recorded liabilities. This accretion is charged to operating expenses.
The following table summarizes our selling, general and administrative expenses for the years ended December 31, 2024 and 2023 (in millions of dollars and as a percentage of revenue): 2024 2023 Salaries and related benefits $ 1,129 7.0 % $ 1,050 7.0 % Provision for doubtful accounts 27 0.2 53 0.4 Other 518 3.2 472 3.1 Subtotal 1,674 10.4 1,575 10.5 US Ecology, Inc. acquisition integration and deal costs — — 34 0.2 Total selling, general and administrative expenses $ 1,674 10.4 % $ 1,609 10.7 % These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies.
The following table summarizes our selling, general and administrative expenses for the years ended December 31, 2025 and 2024 (in millions of dollars and as a percentage of revenue): 2025 2024 Salaries and related benefits $ 1,127 6.8 % $ 1,129 7.0 % Provision for doubtful accounts 40 0.2 27 0.2 Other 543 3.3 518 3.2 Total selling, general and administrative expenses $ 1,710 10.3 % $ 1,674 10.4 % These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies.
See Note 2, Summary of Significant Accounting Policies, and Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Item 8 of this Annual Report on Form 10-K for further information. Also see our Critical Accounting Judgments and Estimates section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
See Note 2, Summary of Significant Accounting Policies, and Note 8, Landfill and Environmental Costs , of the notes to our audited consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K for further information.
During 2024 , we recognized a loss of $2 million due to the amendment and restatement of the Credit Facility. Additionally, we recorded a net gain of $8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility. The gain was recognized as a reduction of interest expense.
Gain on extinguishment of debt and other related costs, net . During 2024 we recognized a loss of $2 million due to the amendment and restatement of the Credit Facility, and a net gain of $8 million attributable to the early settlement of certain cash flow hedges related to the Term Loan Facility.
Changes in engineering estimates typically include modifications to the available disposal capacity of a landfill based on a refinement of the capacity calculations resulting from updated information. 46 Table of Contents Available Airspace As of December 31, 2024 , we owned or operated 208 active landfills with total available disposal capacity estimated to be 5 billion in-place cubic yards.
Changes in engineering estimates typically include modifications to the available disposal capacity of a landfill based on a refinement of the capacity calculations resulting from updated information. 44 T a b l e o f C o n t e n t s Available Airspace As of December 31, 2025 , we owned or operated 207 active landfills with total available disposal capacity estimated to be 5 billion in-place cubic yards.
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 years ended December 31, 2024 and 2023 (in millions of dollars) follows.
Cost of operations and selling, general and administrative expenses are significant segment expenses used in the evaluation. 42 T a b l e o f C o n t e n t s Summarized financial information regarding our reportable segments for the years ended December 31, 2025 and 2024 (in millions of dollars) follows.
We base our estimates on past experience and other assumptions that 56 Table of Contents we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Such critical accounting policies, estimates and judgments are applicable to all of our operating segments.
We base our estimates on past experience and other assumptions that 54 T a b l e o f C o n t e n t s we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Such critical accounting policies, estimates and judgments are applicable to all of our operating segments.
Cash paid for interest, excluding net swap settlements for our fixed-to-floating and floating-to-fixed interest rate swaps, was $487 million and $423 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had $2,160 million of floating rate debt including floating rate swap contracts.
Cash paid for interest, excluding net swap settlements for interest rate swaps, was $500 million and $487 million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025, we had $2.6 billion of floating rate debt.
Balance as of December 31, 2022 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of December 31, 2023 Cubic yards (in millions): Permitted airspace 4,817 — 40 47 (86) 3 4,821 Probable expansion airspace 198 124 — (39) — — 283 Total cubic yards (in millions) 5,015 124 40 8 (86) 3 5,104 Number of sites: Permitted airspace 206 — 3 (2) 207 Probable expansion airspace 13 3 — (2) 14 Total available disposal capacity represents the sum of estimated permitted airspace plus an estimate of probable expansion airspace.
Balance as of December 31, 2023 New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted / New Sites, Net of Closures Airspace Consumed Changes in Engineering Estimates Balance as of December 31, 2024 Cubic yards (in millions): Permitted airspace 4,821 — — 7 (87) 4 4,745 Probable expansion airspace 283 4 — (5) — — 282 Total cubic yards (in millions) 5,104 4 — 2 (87) 4 5,027 Number of sites: Permitted airspace 207 — 1 208 Probable expansion airspace 14 1 — (1) 14 Total available disposal capacity represents the sum of estimated permitted airspace plus an estimate of probable expansion airspace.
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.
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.
The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.920% based on our Debt Ratings. As of December 31, 2024, $232 million was outstanding against the Canadian Sublimit, with an average interest rate of 5.309%.
The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate plus a current applicable margin of 0.805% based on our Debt Ratings. As of December 31, 2025 and 2024, C$204 million and C$232 million, respectively, were outstanding against the Canadian Sublimit.
The estimates include inflation, the specific timing of future cash outflows and the anticipated waste flow into the capping events. Our cost estimates are inflated to the period of 57 Table of Contents performance using an estimated inflation rate, which is updated annually.
The estimates include inflation, the specific timing of future 55 T a b l e o f C o n t e n t s cash outflows and the anticipated waste flow into the capping events. Our cost estimates are inflated to the period of performance using an estimated inflation rate, which is updated annually.
We used the proceeds from the Notes for general corporate purposes, including the repayment of a portion of amounts outstanding under the Uncommitted Credit Facility, the Commercial Paper Program, the Credit Facility, and the Term Loan Facility.
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 all amounts then outstanding under the Uncommitted Credit Facility and certain other debt obligations.
Settlements and withdrawals on pension plans. During 2024, we recognized a settlement of our defined benefit pension plan. The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of benefit obligations to a third-party insurance company under a group annuity contract.
The settlement included a combination of lump-sum payments to participants who elected to receive them and the transfer of benefit obligations to a third-party insurance company under a group annuity contract.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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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 fuel costs by approximately $27 million per year.
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 fuel costs by approximately $26 million per year.
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 December 31, 2024, we had no fuel hedges in place.
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 December 31, 2025, we had no fuel hedges in place.
We have historically entered into multiple swap agreements designated as cash flow hedges to manage exposure to fluctuations in interest rates on our variable rate debt. The table below provides information about certain of our market-sensitive financial instruments and constitutes a forward-looking statement.
In the past, we have entered into swap agreements designated as cash flow hedges to help manage exposure to fluctuations in interest rates on our variable rate debt. The table below provides information about certain of our market-sensitive financial instruments and constitutes a forward-looking statement.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our major market risk exposure of our financial instruments is changing interest rates in the United States and fluctuations in SOFR. We intend to manage interest rate risk through the use of a combination of fixed and floating rate debt.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk Our major market risk exposure of our financial instruments is changing interest rates in the United States and fluctuations in SOFR. We seek to manage interest rate risk through the use of a combination of fixed and variable rate debt.
Offsetting these changes in fuel expense would result in changes in our fuel recovery fee charged to our customers. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $38 million per year.
Changes in fuel expense would be offset by changes in our fuel recovery fee charged to our customers. At current participation rates, we believe a twenty-cent per gallon change in the price of diesel fuel would change our fuel recovery fee by approximately $42 million per year.
As of December 31, 2024, we had $2,160 million of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our variable rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $22 million.
As of December 31, 2025, we had $2.6 billion of principal variable rate debt. If interest rates increased or decreased by 100 basis points on our variable rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $26 million.
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 December 31, 2024, we had no recycling commodity hedges in place.
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 December 31, 2025, we had no recycling commodity hedges in place.
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, 59 Table of Contents which would increase our operating and capital costs.
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.
Expected Maturity Date 2025 2026 2027 2028 2029 Thereafter Total Fair Value as of December 31, 2024 Fixed rate debt: Amount outstanding (in millions) $ 863 $ 512 $ 663 $ 814 $ 1,163 $ 6,666 $ 10,681 $ 10,029 Variable rate debt: Amount outstanding (in millions) $ — $ 82 $ — $ 30 $ 1,016 $ 1,032 $ 2,160 $ 2,152 The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling $127 million.
Expected Maturity Date 2026 2027 2028 2029 2030 Thereafter Total Fair Value as of December 31, 2025 Fixed rate debt: Amount outstanding (in millions) $ 514 $ 663 $ 815 $ 1,164 $ 1,113 $ 6,888 $ 11,157 $ 10,945 Variable rate debt: Amount outstanding (in millions) $ 82 $ — $ 30 $ 1,450 $ 15 $ 976 $ 2,553 $ 2,546 The fixed and variable rate debt amounts above exclude the remaining non-cash discounts, premiums and adjustments to fair value totaling $129 million.
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. Revenue from recycling processing and commodity sales during the years ended December 31, 2024 and 2023 was $409 million and $312 million, respectively. 60 Table of Contents
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.
We also are susceptible to increases in fuel recovery fees from our vendors. Our fuel costs were $470 million during 2024, or 3% of revenue, compared to $542 million, or 4% of revenue, during 2023. Commodities Price Risk We market recovered materials such as old corrugated containers and old newsprint from our recycling centers.
Our fuel costs were $466 million during 2025, or 2.8% of revenue, compared to $470 million, or 2.9% of revenue, during 2024. 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.
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An increase in the price of petrochemicals could increase the cost of those products, 57 T a b l e o f C o n t e n t s which would increase our operating and capital costs. We also are susceptible to increases in fuel recovery fees from our vendors.
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Revenue from recycling processing and commodity sales during the years ended December 31, 2025 and 2024 was $433 million and $409 million, respectively. 58 T a b l e o f C o n t e n t s

Other RSG 10-K year-over-year comparisons