Republic Services Inc.

10/30/2026 | Press release | Distributed by Public on 10/30/2026 04:13

Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
You should read the following discussion in conjunction with the unaudited consolidated financial statements and notes thereto included under Part I, Item 1 of this Quarterly Report on Form 10-Q. In addition, you should refer to our audited consolidated financial statements and notes thereto and related Management's Discussion and Analysis of Financial Condition and Results of Operations appearing in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Disclosure Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains certain forward-looking information about us that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. Words such as "guidance," "expect," "will," "may," "anticipate," "plan," "estimate," "project," "intend," "should," "can," "likely," "could," "outlook" and similar expressions are intended to identify forward-looking statements. In particular, information appearing in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" includes forward-looking statements. These statements include information about our plans, strategies, and expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States and Canada, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2025, particularly under Part 1, Item 1A - Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for us to predict all such risk factors, or to assess the impact such risk factors might have on our business. We undertake no obligation to update publicly any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Recent Developments
Updated 2026 Financial Guidance
We continue to focus on pricing in excess of cost inflation, driving profitable volume growth, investing in sustainability to improve the environment and drive growth, investing in value-creating acquisitions and advancing technology to improve productivity and increase customer retention. Specific guidance follows:
Revenue
We anticipate revenue for the year ending December 31, 2026 to be in the range of $17.425 billion to $17.475 billion.
Our financial guidance is based on current economic conditions and does not assume any significant changes in the overall economy during the remainder of 2026. It is also subject to the Disclosure Regarding Forward-Looking Statements above.
Overview
Republic is one of the largest providers of environmental services in the United States, as measured by revenue. As of September 30, 2026, we operated across the United States and Canada through 389 collection operations, 260 transfer stations, 84 recycling centers, 208 active landfills, 2 treatment, recovery and disposal facilities, 24 treatment, storage and disposal facilities (TSDF), 5 salt water disposal wells, 16 deep injection wells, 10 industrial wastewater treatment facilities and 2 polymer centers. We are engaged in 87 landfill gas-to-energy and other renewable energy projects and had post-closure responsibility for 125 closed landfills as of September 30, 2026.
Revenue for the nine months ended September 30, 2026 increased by 5.2% to $13,103 million compared to $12,456 million for the same period in 2025. This change in revenue is due to increases in average yield of 3.2%, increased fuel recovery fees of 1.3%, increased revenue from acquisitions, net of divestitures of 1.2%, an increase in environmental solutions revenue of 0.3%, an increase in recycling processing and commodity sales of 0.1%, and the impact of revenue recognized from customer contracts impacted by prior year labor disruptions of 0.1%. These increases were partially offset by a decrease in volume of 1.0%.
The following table summarizes our revenue, expenses and operating income for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Revenue $ 4,559 100.0 % $ 4,212 100.0 % $ 13,103 100.0 % $ 12,456 100.0 %
Expenses:
Cost of operations 2,663 58.4 2,463 58.5 7,593 58.0 7,226 58.0
Depreciation, depletion and amortization of property and equipment 438 9.6 406 9.6 1,269 9.7 1,210 9.7
Amortization of other intangible assets 24 0.5 22 0.5 69 0.5 65 0.5
Amortization of other assets 32 0.7 31 0.7 104 0.8 81 0.7
Accretion 30 0.7 29 0.7 91 0.7 85 0.7
Selling, general and administrative 447 9.8 422 10.0 1,316 10.0 1,274 10.2
Restructuring charges 4 0.1 3 0.1 10 0.1 13 0.1
Gain on business divestitures and impairments, net - - - - (1) - - -
Operating income $ 921 20.2 % $ 836 19.9 % $ 2,652 20.2 % $ 2,502 20.1 %
Our pre-tax income was $719 million and $2,073 million for the three and nine months ended September 30, 2026, respectively, compared to $645 million and $2,030 million for the same periods in 2025, respectively. Our net income attributable to Republic Services, Inc. was $592 million and $1,683 million for the three and nine months ended September 30, 2026, or $1.93 and $5.47 per diluted share, respectively, compared to $550 million and $1,595 million, or $1.76 and $5.10 per diluted share, for the same periods in 2025, respectively.
During each of the three and nine months ended September 30, 2026 and 2025, we recorded a number of charges, other expenses and benefits that impacted our pre-tax income, tax expense, net income attributable to Republic Services, Inc. (net income - Republic) and diluted earnings per share as noted in the following table (in millions, except per share data). Additionally, see our Results of Operations discussion in this Management's Discussion and Analysis of Financial Condition and Results of Operations for a discussion of other items that impacted our earnings during the three and nine months ended September 30, 2026 and 2025.
Three Months Ended September 30, 2026 Three Months Ended September 30, 2025
Diluted Diluted
Net Earnings Net Earnings
Pre-tax Tax Income - per Pre-tax Tax Income - per
Income
Impact(1)
Republic Share Income
Impact(1)
Republic Share
As reported $ 719 $ 127 $ 592 $ 1.93 $ 645 $ 95 $ 550 $ 1.76
Restructuring charges 4 1 3 0.01 3 1 2 0.01
Labor disruption - - - - 56 14 42 0.13
Gain on business divestitures and impairments, net - - - - - - - -
Total adjustments 4 1 3 0.01 59 15 44 0.14
As adjusted $ 723 $ 128 $ 595 $ 1.94 $ 704 $ 110 $ 594 $ 1.90
Nine Months Ended September 30, 2026
Nine Months Ended September 30, 2025
Diluted Diluted
Net Earnings Net Earnings
Pre-tax Tax Income - per Pre-tax Tax Income - per
Income
Impact(1)
Republic Share Income
Impact(1)
Republic Share
As reported $ 2,073 $ 390 $ 1,683 $ 5.47 $ 2,030 $ 435 $ 1,595 $ 5.10
Restructuring charges 10 2 8 0.02 13 4 9 0.03
Labor disruption - - - - 56 14 42 0.13
Gain on business divestitures and impairments, net(2)
(1) - (1) - - - - -
Total adjustments 9 2 7 0.02 69 18 51 0.16
As adjusted $ 2,082 $ 392 $ 1,690 $ 5.49 $ 2,099 $ 453 $ 1,646 $ 5.26
(1) The income tax effect related to our adjustments includes both the current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.
(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the nine months ended September 30, 2026.
We believe that presenting adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share, which are not measures determined in accordance with U.S. GAAP, provides an understanding of operational activities before the financial impact of certain items. We use these measures, and believe investors will find them helpful, in understanding the ongoing performance of our operations separate from items that have a disproportionate impact on our results for a particular period. We have incurred comparable charges, costs and recoveries in prior periods, and similar types of adjustments can reasonably be expected to be recorded in future periods. Our definitions of adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share may not be comparable to similarly titled measures presented by other companies. Further information on these adjustments is included below.
Restructuring charges. During the three and nine months ended September 30, 2026, we incurred restructuring charges of $4 million and $10 million, respectively. During the three and nine months ended September 30, 2025, we incurred restructuring charges of $3 million and $13 million, respectively. The charges in all periods related to the design and implementation of our new accounts receivable system.
During the remainder of 2026, we expect to incur additional restructuring charges of approximately $5 million, related primarily to the continuing design and implementation of our new accounts receivable system. Substantially all of these restructuring charges will be recorded in Corporate entities and other.
Labor disruption. During the three and nine months ended September 30, 2025, we experienced labor disruptions in certain isolated markets. The impact of these labor disruptions was $56 million during both the three and nine months ended September 30, 2025, including $16 million of customer credits and $40 million of cost of operations.
Gain on business divestitures and impairments, net. During the nine months ended September 30, 2026, we recorded a net gain on business divestitures and impairments of $1 million. We did not record a gain or loss on business divestitures and impairments during the three months ended September 30, 2026. During both the three and nine months ended September 30, 2025, we did not record a gain or loss on business divestitures and impairments.
Results of Operations
Revenue
We generate revenue by providing environmental services to our customers, including the collection and processing of recyclable materials, the collection, treatment, consolidation, transfer and disposal of hazardous and non-hazardous waste and other environmental solutions. Our residential, small-container and large-container collection operations in some markets are based on long-term contracts with municipalities. Certain of our municipal contracts have annual price escalation clauses that are tied to changes in an underlying base index such as a consumer price index. We generally provide small-container and large-container collection services to customers under contracts with terms up to three years. Our transfer stations and landfills generate revenue from disposal or tipping fees charged to third parties. Our recycling centers generate revenue from tipping fees charged to third parties and the sale of recycled commodities. Our revenue from environmental solutions is primarily generated by (1) fees we charge for the collection, treatment, transfer and disposal of hazardous and non-hazardous waste, (2) field and industrial services, (3) equipment rental, (4) emergency response and standby services, (5) in-plant services, such as transportation and logistics, including at our TSDFs and (6) in-plant services such as high-pressure cleaning, tank cleaning, decontamination, remediation, transportation, spill cleanup and emergency response at refineries, chemical, steel and automotive plants and other governmental, commercial and industrial facilities. Other non-core revenue consists primarily of
revenue from National Accounts, which represents the portion of revenue generated from nationwide or regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations.
The following table reflects our revenue by service line for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Collection:
Residential
$ 782 17.2 % $ 754 17.9 % $ 2,297 17.5 % $ 2,249 18.0 %
Small-container
1,379 30.2 1,267 30.1 4,054 30.9 3,768 30.3
Large-container
859 18.9 797 18.9 2,466 18.8 2,330 18.7
Other
19 0.4 17 0.4 54 0.5 53 0.4
Total collection
3,039 66.7 2,835 67.3 8,871 67.7 8,400 67.4
Transfer 510 472 1,444 1,376
Less: intercompany (268) (248) (771) (741)
Transfer, net
242 5.3 224 5.3 673 5.1 635 5.1
Landfill 857 845 2,479 2,421
Less: intercompany (341) (329) (993) (968)
Landfill, net
516 11.3 516 12.3 1,486 11.3 1,453 11.7
Environmental solutions 544 449 1,435 1,393
Less: intercompany (15) (16) (43) (49)
Environmental solutions, net
529 11.6 433 10.3 1,392 10.6 1,344 10.8
Other:
Recycling processing and commodity sales
122 2.7 107 2.5 356 2.7 328 2.6
Other non-core
111 2.4 97 2.3 325 2.6 296 2.4
Total other
233 5.1 204 4.8 681 5.3 624 5.0
Total revenue $ 4,559 100.0 % $ 4,212 100.0 % $ 13,103 100.0 % $ 12,456 100.0 %
The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Average yield 2.9 % 4.0 % 3.2 % 4.2 %
Fuel recovery fees 1.8 - 1.3 (0.2)
Total price 4.7 4.0 4.5 4.0
Volume (0.6) (0.3) (1.0) (0.4)
Change in workdays - - - (0.2)
Recycling processing and commodity sales 0.3 (0.2) 0.1 -
Environmental solutions 2.1 (1.4) 0.3 (0.7)
Other(1)
0.4 (0.4) 0.1 (0.1)
Total internal growth 6.9 1.7 4.0 2.6
Acquisitions / divestitures, net 1.3 1.6 1.2 1.3
Total 8.2 % 3.3 % 5.2 % 3.9 %
Core price 5.3 % 5.9 % 5.4 % 5.9 %
(1) Other represents customer credits recognized in connection with labor disruptions for the three and nine months ended September 30, 2025, and the impact of revenue recognized from the related customer contracts during the three and nine months ended September 30, 2026.
Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain
customers. We also measure changes in core price, average yield and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue, to determine the effectiveness of our pricing and organic growth strategies.
The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and nine months ended September 30, 2026 and 2025:
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
As a % of Related Business As a % of Related Business
Core price 6.3 % 7.2 % 6.5 % 7.2 %
Average yield 3.5 % 4.9 % 3.9 % 5.1 %
Volume (0.7) % (0.4) % (1.2) % (0.5) %
During the three and nine months ended September 30, 2026, we experienced the following changes in our revenue as compared to the same periods in 2025:
•Average yield increased revenue by 2.9% and 3.2%, respectively, for the three and nine months ended September 30, 2026, due to positive pricing changes in all lines of business.
•Fuel recovery fees, which mitigate our exposure to changes in fuel prices, increased revenue by 1.8% and 1.3% for the three and nine months ended September 30, 2026, respectively, due to an increase in fuel prices compared to the same periods in 2025.
•Volume decreased revenue by 0.6% during the three months ended September 30, 2026, due to a decline in our residential collection line of business. Volume decreased revenue by 1.0% during the nine months ended September 30, 2026, due to a decline in our residential and large-container collection lines of business. The decline in our residential collection line of business in both periods was primarily attributable to certain municipal contract losses. The decline in revenue in our large-container collection line of business was primarily driven by a slowing in construction-related activity and certain manufacturing end markets.
Landfill volume also decreased during the three and nine months ended September 30, 2026, due to a decrease in construction and demolition volumes which was primarily related to non-recurring Hurricane Helene recovery efforts in 2025. This decrease in landfill volume was partially offset by an increase in event-based special waste landfill volumes.
•Recycling processing and commodity sales increased revenue by 0.3% during the three months ended September 30, 2026, primarily due to increased volume at our Polymer Centers and an increase in overall commodity prices. Recycling processing and commodity sales increased revenue by 0.1%, during the nine months ended September 30, 2026, primarily due to increased volume at our Polymer Centers, which was partially offset by a decrease in overall commodity prices. The average price for recycled commodities at our recycling centers, excluding glass and organics, for the three and nine months ended September 30, 2026, was $142 and $133 per ton, respectively, compared to $126 and $143 per ton for the same periods in 2025, respectively.
Changing market demand for recycled commodities causes volatility in commodity prices. At current volumes and mix of materials, we believe a $10 per ton change in the price of recycled commodities would change both annual revenue and operating income by approximately $13 million.
•Environmental solutions increased revenue by 2.1% and 0.3% during the three and nine months ended September 30, 2026, respectively, primarily due to an increase in emergency response activity relative to the same periods in 2025.
•Acquisitions, net of divestitures, increased revenue by 1.3% and 1.2% during the three and nine months ended September 30, 2026, respectively, reflecting the results of our continued growth strategy of acquiring environmental services companies that complement and expand our existing business platform.
Cost of Operations
Cost of operations includes labor and related benefits, which consists of salaries and wages, health and welfare benefits, incentive compensation and payroll taxes. It also includes transfer and disposal costs representing tipping fees paid to third party disposal facilities and transfer stations; maintenance and repairs relating to our vehicles, equipment and containers, including related labor and benefit costs; transportation and subcontractor costs, which include costs for independent haulers that transport our waste to disposal facilities and costs for local operators that provide waste handling services associated with our National Accounts in markets outside our standard operating areas; fuel, which includes the direct cost of fuel used by our vehicles, net of fuel tax credits; disposal fees and taxes, consisting of landfill taxes, host community fees and royalties; landfill
operating costs, which includes financial assurance, leachate disposal, remediation charges and other landfill maintenance costs; risk management costs, which include insurance premiums and claims; cost of goods sold, which includes material costs paid to suppliers; and other, which includes expenses such as facility operating costs, equipment rent and gains or losses on sale of assets used in our operations.
The following table summarizes the major components of our cost of operations for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Labor and related benefits $ 881 19.3 % $ 812 19.3 % $ 2,576 19.7 % $ 2,475 19.9 %
Transfer and disposal costs 299 6.6 275 6.5 841 6.4 808 6.5
Maintenance and repairs 398 8.7 384 9.1 1,140 8.7 1,122 9.0
Transportation and subcontract costs
363 8.0 302 7.2 989 7.6 896 7.2
Fuel 180 4.0 120 2.8 475 3.6 349 2.8
Disposal fees and taxes
95 2.1 95 2.3 273 2.1 275 2.2
Landfill operating costs 111 2.4 99 2.3 310 2.4 292 2.3
Risk management 100 2.2 109 2.6 305 2.3 321 2.6
Other
236 5.1 227 5.4 684 5.2 648 5.2
Subtotal 2,663 58.4 2,423 57.5 7,593 58.0 7,186 57.7
Labor disruption - - 40 1.0 - - 40 0.3
Total cost of operations $ 2,663 58.4 % $ 2,463 58.5 % $ 7,593 58.0 % $ 7,226 58.0 %
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our cost of operations by component to that of other companies and of ours for prior periods.
The most significant items impacting our cost of operations during the three and nine months ended September 30, 2026 and 2025 are summarized below:
•Labor and related benefits increased in aggregate dollars due to higher hourly and salaried wages as a result of annual merit increases, increased benefits costs, as well as acquisition related growth.
•Transfer and disposal costs increased in aggregate dollars primarily due to activity from acquisitions and an increase in disposal rates.
During both the three and nine months ended September 30, 2026 and 2025, approximately 67%, of the total solid waste volume we collected was disposed at landfill sites that we owned or operated (internalization).
•Maintenance and repairs expense increased in aggregate dollars primarily due to acquisition related growth and higher costs associated with our fleet and equipment. As a percentage of revenue, maintenance and repairs expense decreased 40 basis points and 30 basis points, respectively, primarily due to revenue growth.
•Transportation and subcontract costs increased primarily due to an increase in transportation rates and fuel surcharges. Transportation surcharges increased due to an increase in fuel prices during the period.
•Our fuel costs increased due to an increase in the average diesel fuel cost per gallon. The national average diesel fuel cost per gallon for the three and nine months ended September 30, 2026 was $5.56 and $5.01, respectively, compared to $3.76 and $3.65 for the same periods in 2025, respectively.
•Risk management expenses decreased primarily due to favorable actuarial developments.
•For the nine months ended September 30, 2026, other cost of operations increased due to increased occupancy and facility related expenses as well as a favorable non-recurring insurance recovery recognized during 2025 that did not repeat in 2026.
•During the three and nine months ended September 30, 2025, we experienced labor disruptions in certain isolated markets. We incurred $40 million of cost of operations primarily as a result of an increase in labor and other cost of operations.
Depreciation, Depletion and Amortization of Property and Equipment
The following table summarizes depreciation, depletion and amortization of property and equipment for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Depreciation and amortization of property and equipment
$ 293 6.4 % $ 267 6.3 % $ 854 6.5 % $ 792 6.4 %
Landfill depletion and amortization
145 3.2 139 3.3 415 3.2 418 3.3
Depreciation, depletion and amortization expense
$ 438 9.6 % $ 406 9.6 % $ 1,269 9.7 % $ 1,210 9.7 %
Depreciation and amortization of property and equipment increased for the three and nine months ended September 30, 2026, largely due to asset additions at one of our Polymer Centers, purchases of vehicles and equipment, and increased amortization associated with internally developed software. Depreciation and amortization of property and equipment also increased due to the addition of assets through acquisitions.
Landfill depletion and amortization expense increased for the three months ended September 30, 2026, primarily due to a higher overall depletion rate, partially offset by decreased volumes. For the nine months ended September 30, 2026, landfill depletion and amortization expense decreased primarily due to the recognition of certain favorable amortization adjustments related to our asset retirement obligations compared to unfavorable amortization adjustments in the same period in 2025.
Amortization of Other Intangible Assets
Amortization of other intangible assets primarily relates to customer relationships. Expenses for amortization of other intangible assets were $24 million and $69 million, or 0.5% of revenue, for the three and nine months ended September 30, 2026, respectively, compared to $22 million and $65 million, or 0.5% of revenue, for the same periods in 2025, respectively. Amortization expense increased due to assets added through acquisition activity.
Amortization of Other Assets
Our other assets primarily relate to the prepayment of fees and capitalized implementation costs associated with cloud-based hosting arrangements. Expenses for amortization of other assets were $32 million and $104 million, or 0.7% and 0.8% of revenue, for the three and nine months ended September 30, 2026, respectively, compared to $31 million and $81 million, or 0.7% of revenue, for the same respective periods in 2025.
Accretion Expense
Accretion expense was $30 million and $91 million, or 0.7% of revenue, for the three and nine months ended September 30, 2026, respectively, compared to $29 million and $85 million, or 0.7% of revenue, for the same respective periods in 2025.
Selling, General and Administrative Expenses
Selling, general and administrative expenses include salaries, health and welfare benefits, and incentive compensation for corporate and field general management, field support functions, sales force, accounting and finance, legal, management information systems, and clerical and administrative departments. Other expenses include rent and office costs, fees for professional services provided by third parties, legal settlements, marketing, investor and community relations services, directors' and officers' insurance, general employee relocation, travel, entertainment and bank charges. Restructuring charges are excluded from selling, general and administrative expenses and are discussed separately.
The following table summarizes our selling, general and administrative expenses for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars and as a percentage of revenue):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Salaries and related benefits $ 295 6.5 % $ 269 6.4 % $ 889 6.8 % $ 842 6.8 %
Provision for doubtful accounts
12 0.3 9 0.2 39 0.3 27 0.2
Other 140 3.0 144 3.4 388 2.9 405 3.2
Total selling, general and administrative expenses
$ 447 9.8 % $ 422 10.0 % $ 1,316 10.0 % $ 1,274 10.2 %
These cost categories may change from time to time and may not be comparable to similarly titled categories presented by other companies. As such, you should take care when comparing our selling, general and administrative expenses by cost component to those of other companies and of ours for prior periods.
The most significant items affecting our selling, general and administrative expenses during the three and nine months ended September 30, 2026 and 2025 are summarized below:
•Salaries and related benefits increased primarily due to higher wages and benefits resulting from annual merit increases as well as acquisition-related growth.
•Other selling, general and administrative expenses decreased during the three months ended September 30, 2026 primarily due to an unfavorable legal settlement in 2025, partially offset by increased professional service costs. Other selling, general and administrative expenses decreased during the nine months ended September 30, 2026 primarily due to a favorable legal settlement in 2026, partially offset by increased professional service costs.
Restructuring Charges
For a discussion of Restructuring Charges incurred during the three and nine months ended September 30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Gain on Business Divestitures and Impairments, Net
For additional information on gain on business divestitures and impairments, net incurred during the three and nine months ended September 30, 2026 and 2025, see Overview of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
Interest Expense
The following table provides the components of interest expense, including accretion of debt discounts and accretion of discounts primarily associated with environmental and risk insurance liabilities assumed in acquisitions, for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars):
Three Months Ended September 30, Nine Months Ended September 30,
2026 2025 2026 2025
Interest expense on debt
$ 143 $ 126 $ 407 $ 378
Non-cash interest 18 20 59 57
Less: capitalized interest (4) (3) (7) (7)
Total interest expense $ 157 $ 143 $ 459 $ 428
Total interest expense for the three and nine months ended September 30, 2026 increased primarily due to a higher overall debt balance and higher interest rates on our debt compared to the same periods in 2025.
For the nine months ended September 30, 2026 and 2025, cash paid for interest was $380 million and $355 million, respectively.
As of September 30, 2026, we had $2.3 billion of principal floating rate debt. If interest rates increased or decreased by 100 basis points on our floating rate debt, annualized interest expense and net cash payments for interest would increase or decrease by approximately $23 million.
Income Taxes
Our effective tax rate, exclusive of non-controlling interests, for the three and nine months ended September 30, 2026 was 17.6% and 18.8%, respectively. Our effective tax rate, exclusive of non-controlling interests, for the three and nine months ended September 30, 2025 was 14.7% and 21.4%, respectively.
Our effective tax rate for the three months ended September 30, 2026, reflects net benefits of $41 million from investments in renewable energy assets and $11 million from investments in renewable natural gas projects and electric vehicle infrastructure. Our effective tax rate for the nine months ended September 30, 2026, reflects net benefits of $119 million from investments in renewable energy assets and $24 million from investments in renewable natural gas projects and electric vehicle infrastructure. The effective tax rate for both the three and nine months ended September 30, 2026, reflects a benefit of $11 million from the realization of additional federal and state tax benefits and adjustments to deferred taxes resulting from the completion of our 2025 tax returns.
Our effective tax rate for the three and nine months ended September 30, 2025 reflects a benefit of $65 million due to our investments in renewable energy assets, $8 million and $18 million, respectively, due to investments in renewable natural gas projects and commercial electric vehicles, and $9 million due to the realization of additional federal and state tax benefits, as well as adjustments to deferred taxes resulting from the completion of our 2024 tax returns.
For the nine months ended September 30, 2026 and 2025, net cash paid for income taxes was $122 million and $166 million, respectively.
For additional discussion and detail regarding our income taxes, see Note 8, Income Taxes, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Reportable Segments
Our senior management evaluates, oversees and manages the financial performance of our operations through three field groups, referred to as Group 1, Group 2 and Group 3. Group 1 is our recycling and waste business operating primarily in geographic areas located in the western United States. Group 2 is our recycling and waste business operating primarily in geographic areas located in the southeastern and mid-western United States, the eastern seaboard of the United States, and Canada. Group 3 is our environmental solutions business operating in geographic areas located across the United States and Canada. These groups are presented below as our reportable segments, which each provide integrated environmental services, including but not limited to collection, transfer, recycling and disposal.
Corporate entities and other includes marketing, operations support, business development, legal, tax, treasury, information technology, risk management, human resources and other administrative functions. National Accounts revenue included in Corporate entities and other represents the portion of revenue generated from nationwide and regional contracts in markets outside our operating areas where the associated material handling is subcontracted to local operators. Consequently, substantially all of this revenue is offset with related subcontract costs, which are recorded in cost of operations. Revenue and overhead costs of Corporate entities and other are either specifically assigned or allocated on a rational and consistent basis among our reportable segments to calculate Adjusted EBITDA.
Adjusted EBITDA is the single financial measure our chief operating decision maker (CODM) uses to evaluate operating segment profitability and determine resource allocations. Cost of operations and selling, general and administrative are significant segment expenses used in the evaluation. Other segment items consist of the impact from labor disruptions that we experienced in certain isolated markets during the three and nine months ended September 30, 2025. Summarized financial information regarding our reportable segments for the three and nine months ended September 30, 2026 and 2025 (in millions of dollars) follows. For totals as well as further detail regarding our reportable segments and the adjustments used to calculate Adjusted EBITDA for each segment, see Note 11, Segment Reporting, of the notes to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Group 1 Group 2
Recycling & Waste Subtotal (1)
Group 3
(Environmental Solutions) 		Corporate entities and other Total
Three Months Ended September 30, 2026
Gross revenue $ 2,392 $ 2,189 $ 4,581 $ 532 $ 92 $ 5,205
Intercompany revenue (341) (287) (628) (11) (7) (646)
Revenue allocations 41 36 77 8 (85) -
Net revenue 2,092 1,938 4,030 529 - 4,559
Cost of operations 1,174 1,160 2,334 329 - 2,663
Selling, general and administrative 197 184 381 66 - 447
Other segment items - - - - - -
Adjusted EBITDA $ 721 $ 594 $ 1,315 $ 134 $ - $ 1,449
Capital expenditures $ 228 $ 169 $ 397 $ 45 $ 54 $ 496
Total assets $ 15,224 $ 11,768 $ 26,992 $ 5,569 $ 2,951 $ 35,512
Three Months Ended September 30, 2025
Gross revenue $ 2,190 $ 2,106 $ 4,296 $ 440 $ 91 $ 4,827
Intercompany revenue (319) (274) (593) (13) (9) (615)
Revenue allocations 39 37 76 6 (82) -
Net revenue 1,910 1,869 3,779 433 - 4,212
Cost of operations 1,077 1,110 2,187 276 - 2,463
Selling, general and administrative 185 171 356 66 - 422
Other segment items (11) (45) (56) - - (56)
Adjusted EBITDA $ 659 $ 633 $ 1,292 $ 91 $ - $ 1,383
Capital expenditures $ 176 $ 176 $ 352 $ 47 $ 45 $ 444
Total assets $ 14,207 $ 11,492 $ 25,699 $ 5,142 $ 2,948 $ 33,789
(1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments.
Group 1 Group 2
Recycling & Waste Subtotal (1)
Group 3
(Environmental Solutions) 		Corporate entities and other Total
Nine Months Ended September 30, 2026
Gross revenue $ 6,920 $ 6,365 $ 13,285 $ 1,403 $ 295 $ 14,983
Intercompany revenue (997) (831) (1,828) (33) (19) (1,880)
Revenue allocations 134 120 254 22 (276) -
Net revenue 6,057 5,654 11,711 1,392 - 13,103
Cost of operations 3,373 3,325 6,698 895 - 7,593
Selling, general and administrative 586 537 1,123 193 - 1,316
Other segment items - - - - - -
Adjusted EBITDA $ 2,098 $ 1,792 $ 3,890 $ 304 $ - $ 4,194
Capital expenditures $ 678 $ 467 $ 1,145 $ 101 $ 117 $ 1,363
Total assets $ 15,224 $ 11,768 $ 26,992 $ 5,569 $ 2,951 $ 35,512
Nine Months Ended September 30, 2025
Gross revenue $ 6,433 $ 6,220 $ 12,653 $ 1,360 $ 287 $ 14,300
Intercompany revenue (951) (807) (1,758) (38) (48) (1,844)
Revenue allocations 111 106 217 22 (239) -
Net revenue 5,593 5,519 11,112 1,344 - 12,456
Cost of operations 3,170 3,209 6,379 847 - 7,226
Selling, general and administrative 558 517 1,075 199 - 1,274
Other segment items (11) (45) (56) - - (56)
Adjusted EBITDA $ 1,876 $ 1,838 $ 3,714 $ 298 $ - $ 4,012
Capital expenditures $ 581 $ 465 $ 1,046 $ 125 $ 139 $ 1,310
Total assets $ 14,207 $ 11,492 $ 25,699 $ 5,142 $ 2,948 $ 33,789
(1) The Recycling & Waste Subtotal represents the combined results of our Group 1 and Group 2 reportable segments.
Significant changes in the revenue and Adjusted EBITDA of our reportable segments comparing the three and nine months ended September 30, 2026 and 2025 are discussed below.
Group 1
Adjusted EBITDA in Group 1 increased from $659 million and $1,876 million for the three and nine months ended September 30, 2025, respectively, to $721 million and $2,098 million for the three and nine months ended September 30, 2026, respectively.
The most significant items impacting Adjusted EBITDA in Group 1 during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 include:
•Net revenue for the three and nine months ended September 30, 2026 increased 9.5% and 8.3%, respectively, due to an increase in average yield in all lines of business. Net revenue also increased due to higher solid waste and special waste volumes in our landfill lines of business, as well as an increase in our small-container and large-container collection lines of business. The increases were partially offset by decreased volume in our residential collection line of business, as well as decreased volume in our construction and demolition landfill line of business.
•Cost of operations increased primarily due to an increase in labor and fuel costs as well as transfer and disposal costs.
Group 2
Adjusted EBITDA in Group 2 decreased from $633 million and $1,838 million for the three and nine months ended September 30, 2025, respectively, to $594 million and $1,792 million for the three and nine months ended September 30, 2026, respectively.
The most significant items impacting Adjusted EBITDA in Group 2 during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 include:
•Net revenue for the three and nine months ended September 30, 2026 increased 3.7% and 2.4%, respectively, due to an increase in average yield in all lines of business and increased special waste volume in our landfill line of business. These increases were partially offset by decreased volumes in our collection lines of business. Construction and demolition volume also decreased in our landfill line of business primarily related to non-recurring Hurricane Helene recovery efforts in 2025.
•Cost of operations increased primarily due to an increase in fuel and subcontract costs as well as transfer and disposal costs.
Group 3
Adjusted EBITDA in Group 3 increased from $91 million and $298 million for the three and nine months ended September 30, 2025, respectively, to $134 million and $304 million for the three and nine months ended September 30, 2026, respectively.
The most significant items impacting Adjusted EBITDA in Group 3 during the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025 include:
•Net revenue for the three and nine months ended September 30, 2026 increased primarily due to an increase in emergency response activity relative to the same periods in 2025.
•Cost of operations increased for the three and nine months ended September 30, 2026 primarily due to an increase in subcontract and fuel costs.
Landfill and Environmental Matters
Available Airspace
As of September 30, 2026, we owned or operated 208 active landfills with total available disposal capacity estimated to be 5.1 billion in-place cubic yards. For these landfills, the following table reflects changes in capacity and remaining capacity, as measured in cubic yards of airspace:
Balance as of December 31, 2025
New Expansions Undertaken Landfills Acquired, Net of Divestitures Permits Granted /
New Sites,
Net of Closures 		Airspace
Consumed 		Changes in Engineering Estimates
Balance as of September 30, 2026
Cubic yards (in millions):
Permitted airspace 4,872 - 51 25 (65) - 4,883
Probable expansion airspace 155 41 - (12) - - 184
Total cubic yards (in millions) 5,027 41 51 13 (65) - 5,067
Number of sites:
Permitted airspace 207 - 2 (1) 208
Probable expansion airspace 12 2 - (2) 12
Total available disposal capacity represents the sum of estimated permitted airspace plus an estimate of probable expansion airspace. Engineers develop these estimates at least annually using information provided by annual aerial surveys. Before airspace included in an expansion area is determined to be probable expansion airspace and, therefore, included in our calculation of total available disposal capacity, it must meet all of our expansion criteria.
As of September 30, 2026, 12 of our landfills met all of our criteria for including their probable expansion airspace in our total available disposal capacity. At projected annual volumes, these 12 landfills have an estimated remaining average site life of 36 years, including probable expansion airspace. The average estimated remaining life of all of our landfills is 56 years. We have other expansion opportunities that are not included in our total available airspace because they do not meet all of our criteria for treatment as probable expansion airspace.
Remediation and Other Charges for Landfill Matters
It is reasonably possible that we will need to adjust our accrued landfill and environmental liabilities to reflect the effects of new or additional information, to the extent that such information impacts the costs, timing or duration of the required actions.
Future changes in our estimates of the costs, timing or duration of the required actions could have a material adverse effect on our consolidated financial position, results of operations and cash flows.
For a description of our significant remediation matters, see Note 6, Landfill and Environmental Costs, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Property and Equipment
The following tables reflect the activity in our property and equipment accounts for the nine months ended September 30, 2026:
Gross Property and Equipment
Balance as of December 31, 2025 Capital
Additions 		Retirements Acquisitions,
Net of
Divestitures 		Non-cash
Additions
for Asset
Retirement
Obligations 		Adjustments
for Asset
Retirement
Obligations 		Impairments,
Transfers, Foreign Currency Translation
and Other
Adjustments 		Balance as of September 30, 2026
Land $ 1,016 $ 5 $ (1) $ 23 $ - $ - $ (3) $ 1,040
Landfill development costs 11,335 4 - 146 48 (17) 303 11,819
Vehicles and equipment 11,785 612 (364) 93 - - 167 12,293
Buildings and improvements 2,578 12 (2) 42 - - 172 2,802
Construction-in-progress - landfill 326 378 - - - - (314) 390
Construction-in-progress - other 423 263 - 4 - - (337) 353
Total $ 27,463 $ 1,274 $ (367) $ 308 $ 48 $ (17) $ (12) $ 28,697
Accumulated Depreciation, Depletion and Amortization
Balance as of December 31, 2025 Additions
Charged
to
Expense 		Retirements Acquisitions,
Net of
Divestitures 		Adjustments
for Asset
Retirement
Obligations 		Impairments, Transfers, Foreign Currency Translation and Other Adjustments Balance as of September 30, 2026
Landfill development costs $ (6,578) $ (422) $ - $ - $ 8 $ - $ (6,992)
Vehicles and equipment (7,191) (755) 355 1 - 7 (7,583)
Buildings and improvements (1,055) (101) 1 - - (4) (1,159)
Total $ (14,824) $ (1,278) $ 356 $ 1 $ 8 $ 3 $ (15,734)
Liquidity and Capital Resources
Cash and Cash Equivalents
The following is a summary of our cash and cash equivalents and restricted cash and marketable securities balances as of:
September 30, 2026 December 31, 2025
Cash and cash equivalents $ 92 $ 76
Restricted cash and marketable securities 279 259
Less: restricted marketable securities (83) (86)
Cash, cash equivalents, restricted cash and restricted cash equivalents $ 288 $ 249
Our restricted cash and marketable securities includes amounts pledged to regulatory agencies and governmental entities as financial guarantees of our performance under certain collection, landfill and transfer station contracts and permits and relating to our final capping, closure and post-closure obligations at our landfills as well as restricted cash and marketable securities related to our insurance obligations.
The following table summarizes our restricted cash and marketable securities:
September 30, 2026 December 31, 2025
Capping, closure and post-closure obligations $ 69 $ 67
Insurance 210 192
Total restricted cash and marketable securities $ 279 $ 259
Material Cash Requirements and Intended Uses of Cash
We expect existing cash, cash equivalents, restricted cash and marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future. Our known current- and long-term uses of cash include, among other possible demands: (1) capital expenditures and leases; (2) acquisitions; (3) dividend payments; (4) payments to service debt and other long-term obligations; (5) payments for asset retirement obligations and environmental liabilities; and (6) share repurchases.
We may choose to voluntarily retire certain portions of our outstanding debt before their maturity dates using cash from operations or additional borrowings. We may also explore opportunities in the capital markets to fund redemptions of our debt should market conditions be favorable. Early extinguishment of debt will result in a loss in the period in which the debt is repaid. The loss on early extinguishment of debt relates to premiums paid to effectuate the repurchase and the relative portion of unamortized note discounts and debt issue costs.
Acquisitions
Our acquisition growth strategy focuses primarily on acquiring privately held recycling and waste companies and environmental solutions businesses that complement our existing business platform.
We expect to invest at least $1.2 billion in acquisitions in 2026.
Summary of Cash Flow Activity
The major components of changes in cash flows are discussed in the following paragraphs. The following table summarizes our cash flow from operating activities, investing activities and financing activities for the nine months ended September 30, 2026 and 2025:
Nine Months Ended September 30,
2026 2025
Cash provided by operating activities $ 3,519 $ 3,315
Cash used in investing activities $ (2,473) $ (2,571)
Cash used in financing activities $ (1,006) $ (723)
Cash Flows Provided by Operating Activities
We use cash flows from operations to fund our operating activities, capital expenditures and leases, acquisitions, dividend payments, share repurchases, interest payments and repayments of debt and other long-term obligations, and payments for asset retirement obligations and environmental liabilities.
The most significant items affecting the comparison of our cash flows provided by operating activities for the nine months ended September 30, 2026 and 2025 are summarized below.
Changes in assets and liabilities, net of effects from business acquisitions and divestitures, decreased our cash flows from operations by $112 million during the nine months ended September 30, 2026, compared to a decrease of $35 million during the same period in 2025, primarily as a result of the following:
•Our accounts receivable, exclusive of the change in allowance for doubtful accounts and customer credits, increased $254 million during the nine months ended September 30, 2026, due to an increase in revenue and the timing of related billings and collections, compared to a $78 million increase in the same period in 2025. As of September 30, 2026, our days sales outstanding were 42.4, or 32.8 days net of deferred revenue, compared to 41.0, or 30.2 days net of deferred revenue, as of September 30, 2025.
•Our prepaid expenses and other assets increased $49 million during the nine months ended September 30, 2026, compared to a $93 million increase in the same period in 2025, primarily due to exiting one of our reinsurance arrangements and a decrease in our tax receivables due to the timing of our estimated tax payments. This was partially offset by an increase in prepaid licensing and capitalized implementation costs for our cloud-based hosting arrangements.
•Our accounts payable increased $176 million during the nine months ended September 30, 2026, compared to a $23 million increase in the same period in 2025, primarily due to the timing of payments.
•Cash paid for capping, closure and post-closure obligations was $54 million during the nine months ended September 30, 2026, compared to $38 million in the same period in 2025.
•Cash paid for remediation obligations was $5 million higher during the nine months ended September 30, 2026, compared to the same period in 2025.
•Our other liabilities increased $105 million during the nine months ended September 30, 2026, compared to a $182 million increase in the same period in 2025, primarily due to exiting one of our reinsurance arrangements.
In addition, cash paid for interest was $380 million and $355 million for the nine months ended September 30, 2026 and 2025, respectively. Cash paid for income taxes was $122 million and $166 million for the nine months ended September 30, 2026 and 2025, respectively.
Cash Flows Used in Investing Activities
The most significant items affecting the comparison of our cash flows used in investing activities for the nine months ended September 30, 2026 and 2025 are summarized below:
•Capital expenditures during the nine months ended September 30, 2026 were $1,363 million, compared with $1,310 million for the same period in 2025.
•During the nine months ended September 30, 2026 and 2025, we paid $1,117 million and $1,259 million, respectively, for acquisitions and investments.
We intend to finance future capital expenditures, acquisitions and investments through cash on hand, restricted cash held for capital expenditures, cash flows from operations, our revolving credit facilities, and tax-exempt bonds and other financings.
Cash Flows Used in Financing Activities
The most significant items affecting the comparison of our cash flows used in financing activities for the nine months ended September 30, 2026 and 2025 are summarized below:
•During the nine months ended September 30, 2026, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million. During the nine months ended September 30, 2025, we issued $1,200 million of senior notes for cash proceeds, net of discounts and fees, of $1,183 million. Additionally, net payments for notes payable and long-term debt were $731 million during the nine months ended September 30, 2026, compared to net payments of $743 million during the same period in 2025. For a more detailed discussion, see the Financial Condition section of this Management's Discussion and Analysis of Financial Condition and Results of Operations.
•During the nine months ended September 30, 2026, we repurchased 4.0 million shares of our common stock for $856 million, which included the cash paid for excise tax on share repurchases, compared to repurchases of 2.6 million shares for $599 million, which included the cash paid for excise tax on share repurchases, during the same period in 2025.
•Dividends paid were $577 million and $544 million during the nine months ended September 30, 2026 and 2025, respectively.
Financial Condition
Debt Obligations
As of September 30, 2026, we had $48 million of principal debt maturing within the next 12 months, which includes certain finance lease obligations. All of our tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield, with the exception of three tax-exempt financings each with initial remarketing periods of 10 years. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us. In the event of a failed remarketing, as of September 30, 2026, we had availability under our Credit Facility to fund the repurchase of these bonds until they are remarketed successfully. In the event of a failed re-borrowing under our commercial paper program, as of September 30, 2026, we had availability under our Credit Facility to fund the commercial paper program until it is re-borrowed successfully. Accordingly, we have classified these tax-exempt financings and commercial paper program borrowings as long-term in our unaudited consolidated balance sheet as of September 30, 2026.
For further discussion of the components of our overall debt, see Note 7, Debt, of the notes to our unaudited consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Credit Facilities
Uncommitted Credit Facility
In January 2022, we entered into a $200 million unsecured uncommitted revolving credit facility (the Uncommitted Credit Facility). The Uncommitted Credit Facility bears interest at an annual percentage rate to be agreed upon by both parties. Borrowings under the Uncommitted Credit Facility can be used for working capital, letters of credit, and other general corporate purposes. The agreement governing our Uncommitted Credit Facility requires us to comply with certain covenants. The Uncommitted Credit Facility may be terminated by either party at any time. As of September 30, 2026, we had $80 million
of borrowings outstanding under our Uncommitted Credit Facility. As of December 31, 2025, we had no borrowings outstanding under our Uncommitted Credit Facility.
The Credit Facility
In July 2024, we and our subsidiary, USE Canada Holdings, Inc. (the Canadian Borrower) entered into the Second Amended and Restated Credit Agreement (the Credit Facility) which amended and restated the unsecured revolving credit facility we entered into in August 2021. The total outstanding principal amount that we may borrow under the Credit Facility may not exceed the current aggregate lenders' commitments of $3.5 billion, and borrowings under the Credit Facility mature in July 2029. As permitted by the Credit Facility, we have the right to request two one-year extensions of the maturity date, but none of the lenders are committed to participate in such extensions. The Credit Facility also includes a feature that allows us to increase availability, at our option, by an aggregate amount of up to $1.0 billion through increased commitments from existing lenders or the addition of new lenders.
All loans to the Canadian Borrower and all loans denominated in Canadian dollars cannot exceed $1.0 billion (the Canadian Sublimit). The Canadian Sublimit is part of, and not in addition to, the aggregate commitments under the Credit Facility.
Borrowings under the Credit Facility in United States dollars bear interest at a Base Rate, a daily floating SOFR or a term SOFR, plus a current applicable margin of 0.805% based on our Debt Ratings (all as defined in the Credit Facility agreement). The Canadian dollar-denominated loans bear interest based on the Canadian Prime Rate or the Canadian Dollar Offered Rate (all as defined in the Credit Facility agreement) plus a current applicable margin of 0.805% based on our Debt Ratings. As of September 30, 2026 and December 31, 2025, C$260 million and C$204 million, respectively, were outstanding against the Canadian Sublimit.
The Credit Facility is subject to facility fees based on applicable rates defined in the Credit Facility agreement and the aggregate commitment, regardless of usage. The Credit Facility can be used for working capital, capital expenditures, acquisitions, letters of credit and other general corporate purposes. The Credit Facility agreement requires us to comply with financial and other covenants. We may pay dividends and repurchase common stock if we are in compliance with these covenants.
We had $183 million and $425 million outstanding under the Credit Facility as of September 30, 2026 and December 31, 2025, respectively. We had $315 million and $319 million of letters of credit outstanding under the Credit Facility as of September 30, 2026 and December 31, 2025, respectively. We also had $899 million and $1.0 billion of principal borrowings outstanding under our commercial paper program as of September 30, 2026 and December 31, 2025, respectively. As a result, availability under the Credit Facility was $2.1 billion and $1.8 billion as of September 30, 2026 and December 31, 2025, respectively.
Credit Facility Financial and Other Covenants
The Credit Facility requires us to comply with financial and other covenants. To the extent we are not in compliance with these covenants, we cannot pay dividends or repurchase common stock. Compliance with covenants also is a condition for any incremental borrowings under the Credit Facility, and failure to meet these covenants would enable the lenders to require repayment of any outstanding loans (which would adversely affect our liquidity). Additionally, if we are not in compliance with these covenants, we could not use the availability under our Credit Facility to fund borrowings we currently make under our commercial paper program, if there is a failed reborrowing under that program. The Credit Facility provides that our total debt to EBITDA ratio may not exceed 3.75 to 1.00 as of the last day of any fiscal quarter. In the case of an "elevated ratio period", which may be elected by us if one or more acquisitions during a fiscal quarter involve aggregate consideration in excess of $200.0 million (the Trigger Quarter), the total debt to EBITDA ratio may not exceed 4.25 to 1.00 during the Trigger Quarter and for the three fiscal quarters thereafter. The Credit Facility also provides that there may not be more than two elevated ratio periods during the term of the Credit Facility agreement. As of September 30, 2026, our total debt to EBITDA ratio was approximately 2.6 compared to the 3.75 maximum allowed. As of September 30, 2026, we were in compliance with all covenants under our Credit Facility.
EBITDA, which is a non-U.S. GAAP measure, is calculated as defined in our Credit Facility agreement. In this context, EBITDA is used solely to provide information regarding the extent to which we are in compliance with debt covenants and is not comparable to EBITDA used by other companies or used by us for other purposes.
Failure to comply with the financial and other covenants under the Credit Facility, as well as the occurrence of certain material adverse events, would constitute defaults and would allow the lenders under the Credit Facility to accelerate the maturity of all indebtedness under the Credit Facility. This could have an adverse effect on the availability of financial assurances. In addition, maturity acceleration on the Credit Facility constitutes an event of default under certain of our other debt and derivative instruments. If such acceleration were to occur, we would not have sufficient liquidity available to repay the indebtedness. We would likely have to seek an amendment under the Credit Facility for relief from the financial covenant or repay the debt with proceeds from the issuance of new debt or equity, or asset sales, if necessary. We may be unable to amend the Credit Facility or raise sufficient capital to repay such obligations in the event the maturity is accelerated.
Commercial Paper Program
In May 2022, we entered into a commercial paper program for the issuance and sale of unsecured commercial paper that stipulates a maximum principal amount that can be outstanding at any one time (the Commercial Paper Cap). In 2025, the Commercial Paper Cap was $1.5 billion. In August 2026, the Commercial Paper Cap was increased to $2.0 billion. The weighted average interest rate for borrowings outstanding as of September 30, 2026 was 4.094%. The weighted average interest rate for borrowings outstanding as of December 31, 2025 was 4.044%.
We had $899 million and $1.0 billion principal value of commercial paper issued and outstanding under the program as of September 30, 2026 and December 31, 2025, respectively. In the event of a failed re-borrowing, we currently have availability under our Credit Facility to fund amounts currently borrowed under the commercial paper program until they are re-borrowed successfully. Accordingly, we have classified these borrowings as long-term in our consolidated balance sheets as of September 30, 2026 and December 31, 2025, respectively.
Senior Notes and Debentures
In March 2025, we issued $500 million of 4.750% senior notes due 2030 and $700 million of 5.150% senior notes due 2035. We used the proceeds from the March 2025 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under our credit facilities and a portion of outstanding borrowings under our commercial paper program.
In June 2026, we issued $700 million of 4.750% senior notes due 2031 and $500 million of 5.000% senior notes due 2036. We used the proceeds from the June 2026 notes issuance for general corporate purposes, including the repayment of a portion of amounts outstanding under our credit facilities and a portion of outstanding borrowings under our commercial paper program.
Our senior notes and debentures are general unsecured and unsubordinated obligations and rank equally with our other unsecured obligations.
Tax-Exempt Financings
As of both September 30, 2026 and December 31, 2025, we had $1.4 billion of tax-exempt financings outstanding with maturities ranging from 2026 to 2056 and 2026 to 2054, respectively.
In March 2026, the California Municipal Finance Authority issued, for our benefit, $100 million in principal amount of Solid Waste Disposal Revenue Bonds. The proceeds from the issuance, after deferred issuance costs, were used to fund the acquisition, construction, improvement, installation, and/or equipping of certain solid waste disposal facilities located within California.
We have $250 million of tax-exempt financings that have an initial remarketing period of 10 years. Our remaining tax-exempt financings are remarketed either quarterly or semiannually by remarketing agents to effectively maintain a variable yield. The holders of the bonds can put them back to the remarketing agents at the end of each interest period. If the remarketing agents are unable to remarket our bonds, the remarketing agents can put the bonds to us. In the event of a failed remarketing, we currently have availability under our Credit Facility to fund these bonds until they are remarketed successfully. Accordingly, we classified these borrowings as long-term in our consolidated balance sheets as of September 30, 2026 and December 31, 2025.
Finance Leases and Other
As of September 30, 2026 and December 31, 2025, we had finance leases and other liabilities of $440 million and $441 million, respectively, with maturities ranging from 2026 to 2063 for both periods, respectively.
As of September 30, 2026 and December 31, 2025, finance leases and other included $156 million and $148 million, respectively, related to construction costs for our corporate office building located in Phoenix, Arizona, which has been accounted for as a financing obligation.
Credit Ratings
Our continued access to the debt capital markets and to new financing facilities, as well as our borrowing costs, depend on multiple factors, including market conditions, our operating performance and maintaining strong credit ratings. As of September 30, 2026, our credit ratings were A- by Standard & Poor's Ratings Services, A- by Fitch Ratings, Inc. and A3 by Moody's Investors Service, Inc. If our credit ratings were downgraded, especially any downgrade to below investment grade, our ability to access the debt markets with the same flexibility that we have experienced historically, our cost of funds and other terms for new debt issuances could be adversely impacted.
Off-Balance Sheet Arrangements
We have no off-balance sheet debt or similar obligations, other than short-term operating leases and financial assurances, which are not classified as debt. We have no transactions or obligations with related parties that are not disclosed, consolidated into or reflected in our reported financial position or results of operations. We have not guaranteed any third-party debt.
Seasonality and Severe Weather
Our operations can be adversely affected by periods of inclement or severe weather, which could increase the volume of waste collected under our existing contracts (without corresponding compensation), delay the collection and disposal of waste, reduce the volume of waste delivered to our disposal sites, or delay the construction or expansion of our landfills and other facilities. Our operations also can be favorably affected by severe weather, which could increase the volume of waste in situations where we are able to charge for our additional services.
Contingencies
For a description of our commitments and contingencies, see Note 6, Landfill and Environmental Costs, Note 8, Income Taxes, and Note 13, Commitments and Contingencies, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Critical Accounting Judgments and Estimates
We identified and discussed our critical accounting judgments and estimates in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Although we believe our estimates and judgments are reasonable, they are based upon information available at the time the judgment or estimate is made. Actual results may differ significantly from estimates under different assumptions or conditions.
New Accounting Pronouncements
For a description of new accounting standards that may affect us, see Note 1, Basis of Presentation, to our unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
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