Republic Services RSG · USD

SEGMENT REPORTINGOur senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3. Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada. These groups are presented below as our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal.We generated $188 million, $182 million and $170 million of revenue in Canada for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025 and 2024, we had $136 million and $128 million, respectively, of long-lived assets in Canada. The remainder of our revenue and assets were related to our United States operations.Our chief operating decision maker (CODM) is Jon Vander Ark, President and Chief Executive Officer of Republic Services, Inc. Adjusted EBITDA is the single financial measure our CODM uses to evaluate segment profitability and returns, which informs resource allocation. For all segments, the CODM uses adjusted EBITDA to evaluate income generated from segment assets (return on invested capital). The CODM considers budget-to-actual variances and year-over-year growth on a monthly basis to assess the performance of each segment. Cost of operations and selling, general and administrative expenses are significant segment expenses used in the evaluation.

REVENUEOur operations primarily consist of providing environmental services. The following table disaggregates our revenue by service line for the years ended December 31 (in millions of dollars and as a percentage of revenue): 202520242023Collection:Residential$3,010 18.1 %$2,939 18.3 %$2,823 18.9 %Small-container5,055 30.5 4,820 30.1 4,439 29.7 Large-container3,098 18.7 3,024 18.9 2,922 19.5 Other70 0.4 72 0.4 69 0.4 Total collection11,233 67.7 10,855 67.7 10,253 68.5 Transfer1,833 1,780 1,699 Less: intercompany(985)(975)(933)Transfer, net848 5.1 805 5.0 766 5.1 Landfill3,202 2,981 2,885 Less: intercompany(1,282)(1,240)(1,206)Landfill, net1,920 11.6 1,741 10.9 1,679 11.2 Environmental solutions1,828 1,907 1,701 Less: intercompany(62)(64)(76)Environmental solutions, net1,766 10.6 1,843 11.5 1,625 10.9 Other:Recycling processing and commodity sales433 2.6 409 2.5 312 2.1 Other non-core391 2.4 379 2.4 330 2.2 Total other824 5.0 788 4.9 642 4.3 Total revenue$16,591 100.0 %$16,032 100.0 %$14,965 100.0 %Other non-core revenue consists primarily of revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. Intercompany revenue reflects transactions within and between lines of business.See Note 15, Segment Reporting, for additional information regarding revenue by reportable segment. Revenue by Service LineCollection ServicesOur collection business involves the collection of material for transport to transfer stations, or directly to landfills or recycling centers. Our collection services business includes both recurring and temporary customer relationships. Our standard contract duration is three years, although some of our exclusive franchises are for significantly longer periods. The fees received for collection services are based primarily on the market, collection frequency, type of service, type and volume or weight of the material collected, the distance to the disposal facility and the cost of disposal. In general, small-container and residential collection fees are billed monthly or quarterly in advance. Our large-container customers are typically billed on a monthly basis based on the nature of the services provided during the period.

COMMITMENTS AND CONTINGENCIESLegal ProceedingsWe are subject to extensive and evolving laws and regulations and have implemented safeguards to respond to regulatory requirements. In the normal course of our business, we become involved in legal proceedings. Some may result in fines, penalties or judgments against us, or settlements, which may impact earnings and cash flows for a particular period. Although we cannot predict the ultimate outcome of any legal matter with certainty, we do not believe the outcome of any of our pending legal proceedings will have a material adverse impact on our consolidated financial position, results of operations or cash flows.As used herein, the term legal proceedings refers to litigation and similar claims against us and our subsidiaries, excluding: (1) ordinary course accidents, general commercial liability and workers' compensation claims, which are covered by insurance programs, subject to customary deductibles, and which, together with insured employee health care costs, are discussed in Note 7, Other Liabilities; and (2) environmental remediation liabilities, which are discussed in Note 8, Landfill and Environmental Costs.We accrue for legal proceedings when losses become probable and reasonably estimable. As of the end of each applicable reporting period, we review each of our legal proceedings and, where it is probable that a liability has been incurred, we accrue for all probable and reasonably estimable losses. Where we can reasonably estimate a range of losses we may incur regarding such a matter, we record an accrual for the amount within the range that constitutes our best estimate. If we can reasonably estimate a range but no amount within the range appears to be a better estimate than any other, we use the amount that is the low end of such range. As of 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.Multiemployer Pension PlansWe participate in multiemployer pension plans that generally provide retirement benefits to participants of contributing employers. We do not administer these plans.

DEBTThe carrying value of our credit facilities, finance leases and long-term debt as of December 31, 2025 and 2024 is listed in the following table, and is adjusted for unamortized discounts, deferred issuance costs and the unamortized portion of adjustments to fair value recorded in purchase accounting. Original issue discounts and adjustments to fair value recorded in purchase accounting are amortized to interest expense over the term of the applicable instrument using the effective interest method. December 31, 2025December 31, 2024MaturityInterest RatePrincipalAdjustmentsCarrying ValuePrincipalAdjustmentsCarrying ValueCredit facilities:Uncommitted Credit FacilityVariable$— $— $— $— $— $— The Credit FacilityVariable425 — 425 514 — 514 Commercial PaperVariable1,000 (1)999 477 — 477 Senior notes:March 20253.200— — — 500 — 500 November 20250.875— — — 350 — 350 July 20262.900500 — 500 500 (1)499 November 20273.375650 (1)649 650 (2)648 May 20283.950800 (5)795 800 (7)793 April 20294.875750 (5)745 750 (6)744 November 20295.000400 (3)397 400 (4)396 March 20302.300600 (3)597 600 (4)596 July 20304.750500 (5)495 — — — February 20311.450650 (5)645 650 (5)645 February 20321.750750 (4)746 750 (5)745 March 20332.375700 (5)695 700 (6)694 December 20335.000650 (8)642 650 (9)641 April 20345.000800 (9)791 800 (10)790 November 20345.200500 (5)495 500 (6)494 March 20356.086182 (10)172 182 (11)171 March 20355.150700 (10)690 — — — March 20406.200400 (3)397 400 (3)397 May 20415.700386 (5)381 386 (5)381 March 20503.050400 (7)393 400 (7)393 Debentures:September 20357.400148 (26)122 148 (27)121 Tax-exempt:2026 - 20543.000 - 4.3751,378 (9)1,369 1,418 (9)1,409 Finance leases and other:2026 - 20631.726 - 9.750441 — 441 315 — 315 Total Debt$13,710 $(129)13,581 $12,840 $(127)12,713 Less: current portion(596)(862)Long-term portion$12,985 $11,851 Future Maturities of DebtAggregate principal maturities of notes payable, finance leases and other long-term debt as of December 31, 2025 follow: 2026$596 2027663 2028845 20292,614 20301,128 Thereafter7,864 $13,710 Credit FacilitiesUncommitted Credit FacilityIn January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit and other general corporate purposes.

INCOME TAXESThe components of the provision for income taxes for the years ended December 31 follow:202520242023Current:Federal$81 $204 $260 Foreign10 13 9 State95 84 90 Deferred:Federal240 55 72 Foreign(11)2 (3)State40 30 32 Provision for income taxes$455 $388 $460 On July 4, 2025, the One Big Beautiful Bill Act (the "Act”) was signed into law. The Act, among other things, implemented changes to the tax treatment relating to bonus depreciation, research and experimental expenditures and interest expense, and included phase-outs and restrictions on several clean energy tax incentives. The Act did not have a material impact on our effective tax rate.The reconciliations of the statutory federal income tax rate to our effective tax rate for the years ended December 31 follow:202520242023US Federal Statutory Tax Rate$545 21.0 %$510 21.0 %$460 21.0 %State and Local Income Taxes, Net of Federal Income Tax Effect(1)110 4.2 107 4.4 97 4.4 Tax CreditsRenewable energy assets(189)(7.3)(238)(9.8)(100)(4.6)Other(46)(1.8)(23)(0.9)(3)(0.1)Nontaxable or Nondeductible Items42 1.6 37 1.5 36 1.6 Other Adjustments(7)(0.2)(5)(0.2)(30)(1.3)Effective Tax Rate$455 17.5 %$388 16.0 %$460 21.0 %(1) State taxes in California, Illinois, Massachusetts, & Texas made up the majority (greater than 50 percent) of the tax effect in this category for 2025, 2024, and 2023.The impact of foreign tax effects, effect of changes in tax laws or rates enacted in the current period, effect of cross-border tax laws, changes in valuation allowances and changes in unrecognized tax benefits were each immaterial to the periods presented.During 2023 through 2025, we acquired non-controlling interests in limited liability companies established to own renewable energy assets that qualified for investment tax credits under Section 48 of the Internal Revenue Code. We account for these investments under the equity method of accounting utilizing the HLBV method and recognize our share of income or loss and other reductions or increases in the value of our investment in loss from unconsolidated equity method investments within our consolidated statements of income. For further discussion regarding our equity method accounting, see Note 3, Business Acquisitions, Investments and Restructuring Charges of the notes to our consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

LEASESA summary of the lease classification on our consolidated balance sheet as of December 31, 2025 and 2024 follows:20252024AssetsOperating right-of-use lease assetsOther assets$208 $232 Finance lease assetsProperty and equipment, net318 294 Total leased assets$526 $526 LiabilitiesCurrentOperatingOther accrued liabilities$48 $55 FinanceNotes payable and current maturities of long-term debt15 13 Long-termOperatingOther long-term liabilities177 189 FinanceLong-term debt, net of current maturities278 249 Total lease liabilities$518 $506 A summary of the lease cost reflected in our consolidated statements of income for the years ended December 31, 2025 and 2024 follows:20252024Operating lease costFixed lease costCost of operations$62 $50 Short-term lease costCost of operations86 105 Variable lease costCost of operations26 26 Finance lease costAmortization of leased assetsDepreciation, depletion and amortization16 17 Interest on lease liabilitiesInterest expense11 9 Variable lease costInterest expense25 26 Total lease cost$226 $233 During the years ended December 31, 2025 and 2024, we recognized changes in our operating right-of-use lease liabilities and assets, resulting from the recognition of non-cash lease expense of $47 million and $46 million, respectively.As of December 31, 2025, maturities for operating and finance lease liabilities were as follows:Operating LeasesFinance LeasesTotal2026$59 $23 $82 202750 23 73 202842 23 65 202932 22 54 203022 20 42 Thereafter43 374 417 Total lease payments248 485 733 Less: interest(23)(192)(215)Present value of lease liabilities$225 $293 $518 A summary of the weighted-average remaining lease term and weighted-average discount rate as of December 31, 2025 and 2024 follows:20252024Weighted-average remaining lease term (years)Operating leases5.76.1Finance leases26.027.8Weighted-average discount rateOperating leases3.7 %3.3 %Finance leases4.2 %4.

BUSINESS ACQUISITIONS, INVESTMENTS AND RESTRUCTURING CHARGESWe acquired various environmental services businesses during the years ended December 31, 2025 and 2024. The purchase price paid for these business acquisitions and the allocations of the purchase price follows:20252024Purchase price:Cash used in acquisitions, net of cash acquired of $8 and $1, respectively$1,063 $274 Holdbacks20 7 Fair value, future minimum lease payments1 — Total$1,084 $281 Allocated as follows:Accounts receivable29 6 Property and equipment189 57 Other assets23 4 Accounts payable(5)— Accrued landfill and environmental costs(24)— Other liabilities(44)(6)Fair value of tangible assets acquired and liabilities assumed168 61 Excess purchase price to be allocated$916 $220 Excess purchase price allocated as follows:Other intangible assets$199 $44 Goodwill717 176 Total allocated$916 $220 Certain of the purchase price allocations are preliminary and based on information existing at the acquisition dates. Accordingly, the purchase price allocations are subject to change. For the acquisitions that closed during the year ended December 31, 2025, we expect that a majority of the goodwill and intangible assets recognized as a result of these acquisitions will not be deductible for tax purposes. These acquisitions are not material to the Company's results of operations, individually or in the aggregate. As a result, no pro forma financial information is provided.In February 2025, we acquired all of the issued and outstanding shares of COP Shamrock Parent, Inc. (Shamrock). Shamrock is a leading provider of environmental solutions offering industrial waste and wastewater treatment services. Shamrock’s environmental solutions operations are primarily located in the northeastern and southeastern United States and provide us with a platform to pursue additional growth in our environmental solutions line of business. The preliminary purchase price allocation for the Shamrock acquisition is reflected in the table above and remains subject to revisions as additional information is obtained about the facts and circumstances that existed at the valuation date. The preliminary allocation of purchase price, including the value of certain tangible and intangible assets acquired, such as property and equipment, other intangible assets, and environmental remediation liabilities assumed, is based on the best estimates of management and is subject to revision based on the final valuations.

Republic’s technology and cybersecurity programs are crucial to maintaining secure operations, which enable us to deliver on our promise to customers and maintain stakeholder trust. Our Cybersecurity organization, led by our Chief Information Security Officer (CISO), is responsible for establishing, implementing and executing our cybersecurity program and strategy. Our CISO has over 20 years of information technology, information technology audit, and cybersecurity experience, and is involved in assessing the latest developments in cybersecurity, including potential threats and innovative risk management techniques.Our cybersecurity program is a critical component of our enterprise risk management process overseen by our Board of Directors, and we have integrated cybersecurity-related risks into our overall enterprise risk management framework. Additionally, cybersecurity-related risks are included in the risk universe that the risk management function evaluates to assess top risks to the enterprise on an annual basis.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.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.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. A primary element of our cybersecurity program is the implementation of controls that are aligned with industry guidelines and applicable regulations to identify threats, deter attacks, and protect our information security assets. We have procedures in place for selecting and managing our relationships with third-party service providers and other business partners, including to monitor compliance with our agreements and regulatory and legal requirements.