8-K
REPUBLIC SERVICES, INC. (RSG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 30, 2025
Republic Services, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-14267 | 65-0716904 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 18500 North Allied Way | ||
| --- | --- | --- |
| Phoenix, | Arizona | 85054 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 627-2700
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | RSG | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ |
|---|---|
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o |
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition. | 3 |
|---|---|
| Item 8.01 Other Events. | 3 |
| Item 9.01 Financial Statements and Exhibits. | 3 |
| SIGNATURES | 4 |
| EX-99.1 | |
| EX-104 |
Item 2.02 Results of Operations and Financial Condition.
On October 30, 2025, Republic Services, Inc. (the Company) issued a press release containing information about the Company’s financial results for the three and nine months ended September 30, 2025. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
Full-Year 2025 Revenue Guidance
The Company expects revenue to be near the low end of its updated full-year 2025 guidance range of $16.675 billion to $16.750 billion.
Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking information about the Company 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. These statements include information about the Company’s plans, strategies and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of the Company’s 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 the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot assure you that the expectations will prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in the Company’s reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024, particularly under Part I, Item 1A – Risk Factors. Additionally, new risk factors emerge from time to time and it is not possible for the Company to predict all such risk factors, or to assess the impact such risk factors might have on its business. The Company undertakes 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release of Republic Services, Inc. issued October 30, 2025 to announce the financial results for the three and nine months ended September 30, 2025. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REPUBLIC SERVICES, INC. | |||
|---|---|---|---|
| Date: | October 30, 2025 | By: | /s/ BRIAN DELGHIACCIO |
| Brian DelGhiaccio | |||
| Executive Vice President,<br>Chief Financial Officer<br>(Principal Financial Officer) | |||
| Date: | October 30, 2025 | By: | /s/ ELYSE M. CARLSEN |
| Elyse M. Carlsen | |||
| Vice President and<br>Chief Accounting Officer<br>(Principal Accounting Officer) |
4
Document
EXHIBIT 99.1
Republic Services, Inc. Reports
Third Quarter 2025 Results
| ● | Reported Earnings Per Share of $1.76 and Adjusted Earnings Per Share of $1.90 |
|---|---|
| ● | Reported Net Income Margin of 13.1 Percent and Adjusted EBITDA Margin of 32.8 Percent |
| ● | Generated Year-to-Date Cash Flow from Operations of $3.32 Billion and Adjusted Free Cash Flow of $2.19 Billion |
| ● | Invested More Than $1 Billion in Value-Creating Acquisitions Year-to-Date |
| ● | Certified as a Great Place to Work® for Ninth Consecutive Year |
PHOENIX (October 30, 2025) – Republic Services, Inc. (NYSE: RSG) today reported net income of $550 million, or $1.76 per diluted share, for the three months ended September 30, 2025, versus $566 million, or $1.80 per diluted share, for the comparable 2024 period. Excluding certain expenses and other items, on an adjusted basis, net income for the three months ended September 30, 2025, was $594 million, or $1.90 per diluted share, versus $568 million, or $1.81 per diluted share, for the comparable 2024 period.
“We delivered strong third-quarter results as we continue to execute our strategy for sustainable, profitable growth,” said Jon Vander Ark, president and chief executive officer. “Despite ongoing cyclical volume pressures, our ability to price ahead of cost inflation and disciplined operational execution drove an 80-basis-point expansion in adjusted EBITDA margin. These results underscore the resiliency of our business model and the value from continued investments in our differentiated capabilities."
Third-Quarter and Year-to-Date 2025 Highlights:
•Total revenue growth of 3.3 percent includes 1.7 percent organic growth and 1.6 percent growth from acquisitions.
•Core price on total revenue increased revenue by 5.9 percent. Core price on related business revenue increased revenue by 7.2 percent, which consisted of 8.6 percent in the open market and 4.8 percent in the restricted portion of the business.
•Revenue growth from average yield on total revenue was 4.0 percent, and volume decreased total revenue by 0.3 percent. Revenue growth from average yield on related business revenue was 4.9 percent, and volume decreased related business revenue by 0.4 percent.
•Net income was $550 million, or a margin of 13.1 percent.
•EPS was $1.76 per share.
•Adjusted EPS, a non-GAAP measure, was $1.90 per share.
•Adjusted EBITDA, a non-GAAP measure, was $1.38 billion, and adjusted EBITDA margin, a non-GAAP measure, was 32.8 percent of revenue, an increase of 80 basis points over the prior year.
•Year-to-date cash flow from operations was $3.32 billion.
•Year-to-date adjusted free cash flow, a non-GAAP measure, was $2.19 billion.
•Year-to-date cash invested in acquisitions was $1.01 billion.
•Year-to-date cash returned to shareholders was $1.13 billion, which included $584 million of share repurchases and $544 million of dividends paid.
•The Company's average recycled commodity price per ton sold at its recycling centers during the third quarter was $126. This represents a decrease of $51 per ton over the prior year.
•The Company completed and commenced operations on one renewable natural gas project during the quarter.
•The Company expects revenue to be near the low end of its full-year 2025 guidance range. The Company reiterates all other financial components of its 2025 guidance.
Company Declared Quarterly Dividend
Republic previously announced that its Board of Directors declared a regular quarterly dividend of $0.625 per share for shareholders of record on January 2, 2026. The dividend will be paid on January 15, 2026.
Presentation of Certain Performance Metrics and Non-GAAP Measures
Adjusted diluted earnings per share, adjusted net income - Republic, EBITDA, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA by business type, adjusted EBITDA margin by business type and adjusted free cash flow are described in the Performance Metrics and Reconciliations of Certain Non-GAAP Measures section of this document.
About Republic Services
Republic Services, Inc. is a leader in the environmental services industry. Through its subsidiaries, the Company provides customers with the most complete set of products and services, including recycling, solid waste, special waste, hazardous waste and field services. Republic’s industry-leading commitments to advance circularity and support decarbonization are helping deliver on its vision to partner with customers to create a more sustainable world. For more information, please visit RepublicServices.com.
| For more information, contact: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Media Inquiries | Investor Inquiries | |||||||
| Roman Blahoski (480) 718-0328 | Aaron Evans (480) 718-0309 | |||||||
| media@RepublicServices.com | investor@RepublicServices.com | |||||||
| SUPPLEMENTAL UNAUDITED FINANCIAL INFORMATION | ||||||||
| --- | --- | --- | --- | --- | ||||
| AND OPERATING DATA | ||||||||
| REPUBLIC SERVICES, INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (in millions, except per share amounts) | ||||||||
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 84 | $ | 74 | ||||
| Accounts receivable, less allowance for doubtful accounts and other of $70 and $74, respectively | 1,900 | 1,821 | ||||||
| Prepaid expenses and other current assets | 500 | 511 | ||||||
| Total current assets | 2,484 | 2,406 | ||||||
| Restricted cash and marketable securities | 225 | 208 | ||||||
| Property and equipment, net | 12,192 | 11,877 | ||||||
| Goodwill | 16,699 | 15,982 | ||||||
| Other intangible assets, net | 599 | 546 | ||||||
| Other assets | 1,590 | 1,383 | ||||||
| Total assets | $ | 33,789 | $ | 32,402 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 1,247 | $ | 1,345 | ||||
| Notes payable and current maturities of long-term debt | 921 | 862 | ||||||
| Deferred revenue | 504 | 485 | ||||||
| Accrued landfill and environmental costs, current portion | 145 | 159 | ||||||
| Accrued interest | 125 | 101 | ||||||
| Other accrued liabilities | 1,321 | 1,176 | ||||||
| Total current liabilities | 4,263 | 4,128 | ||||||
| Long-term debt, net of current maturities | 12,353 | 11,851 | ||||||
| Accrued landfill and environmental costs, net of current portion | 2,558 | 2,432 | ||||||
| Deferred income taxes and other long-term tax liabilities, net | 1,738 | 1,594 | ||||||
| Insurance reserves, net of current portion | 442 | 402 | ||||||
| Other long-term liabilities | 563 | 588 | ||||||
| Commitments and contingencies | ||||||||
| Stockholders' equity: | ||||||||
| Preferred stock, par value $0.01 per share; 50 shares authorized; none issued | — | — | ||||||
| Common stock, par value $0.01 per share; 750 shares authorized; 313 and 313 issued including shares held in treasury, respectively | 3 | 3 | ||||||
| Additional paid-in capital | 1,816 | 1,767 | ||||||
| Retained earnings | 10,810 | 9,774 | ||||||
| Treasury stock, at cost; 3 and 1 shares, respectively | (727) | (113) | ||||||
| Accumulated other comprehensive loss, net of tax | (31) | (26) | ||||||
| Total Republic Services, Inc. stockholders' equity | 11,871 | 11,405 | ||||||
| Non-controlling interests in consolidated subsidiary | 1 | 2 | ||||||
| Total stockholders' equity | 11,872 | 11,407 | ||||||
| Total liabilities and stockholders' equity | $ | 33,789 | $ | 32,402 | ||||
| REPUBLIC SERVICES, INC. | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| UNAUDITED CONSOLIDATED STATEMENTS OF INCOME | ||||||||
| (in millions, except per share data) | ||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue | $ | 4,212 | $ | 4,076 | $ | 12,456 | $ | 11,986 |
| Expenses: | ||||||||
| Cost of operations | 2,463 | 2,367 | 7,226 | 7,033 | ||||
| Depreciation, depletion and amortization | 459 | 422 | 1,356 | 1,234 | ||||
| Accretion | 29 | 26 | 85 | 80 | ||||
| Selling, general and administrative | 422 | 406 | 1,274 | 1,227 | ||||
| Loss (gain) on business divestitures and impairments, net | — | 1 | — | (1) | ||||
| Restructuring charges | 3 | 8 | 13 | 20 | ||||
| Operating income | 836 | 846 | 2,502 | 2,393 | ||||
| Interest expense | (143) | (138) | (428) | (406) | ||||
| Loss on extinguishment of debt | — | (2) | — | (2) | ||||
| Loss from unconsolidated equity method investments | (57) | (73) | (72) | (116) | ||||
| Interest income | 2 | 4 | 6 | 7 | ||||
| Other income, net | 7 | 10 | 22 | 23 | ||||
| Income before income taxes | 645 | 647 | 2,030 | 1,899 | ||||
| Provision for income taxes | 95 | 81 | 435 | 368 | ||||
| Net income | 550 | 566 | 1,595 | 1,531 | ||||
| Net income attributable to non-controlling interests in consolidated subsidiary | — | — | — | — | ||||
| Net income attributable to Republic Services, Inc. | $ | 550 | $ | 566 | $ | 1,595 | $ | 1,531 |
| Basic earnings per share attributable to Republic Services, Inc. stockholders: | ||||||||
| Basic earnings per share | $ | 1.76 | $ | 1.80 | $ | 5.10 | $ | 4.86 |
| Weighted average common shares outstanding | 311.7 | 314.0 | 312.6 | 314.7 | ||||
| Diluted earnings per share attributable to Republic Services, Inc. stockholders: | ||||||||
| Diluted earnings per share | $ | 1.76 | $ | 1.80 | $ | 5.10 | $ | 4.86 |
| Weighted average common and common equivalent shares outstanding | 312.0 | 314.4 | 312.9 | 315.1 | ||||
| Cash dividends per common share | $ | 0.625 | $ | 0.580 | $ | 1.785 | $ | 1.650 |
| REPUBLIC SERVICES, INC. | ||||||||
| --- | --- | --- | --- | --- | ||||
| UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
| (in millions) | ||||||||
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash provided by operating activities: | ||||||||
| Net income | $ | 1,595 | $ | 1,531 | ||||
| Adjustments to reconcile net income to cash provided by operating activities: | ||||||||
| Depreciation, depletion, amortization and accretion | 1,442 | 1,314 | ||||||
| Non-cash interest expense | 57 | 54 | ||||||
| Stock-based compensation | 33 | 31 | ||||||
| Deferred tax provision | 130 | 70 | ||||||
| Provision for doubtful accounts, net of adjustments | 27 | 20 | ||||||
| Loss on extinguishment of debt | — | 2 | ||||||
| Loss on disposition of assets and asset impairments, net | — | 6 | ||||||
| Loss from unconsolidated equity method investments | 72 | 116 | ||||||
| Other non-cash items | (6) | (11) | ||||||
| Change in assets and liabilities, net of effects from business acquisitions and divestitures: | ||||||||
| Accounts receivable | (78) | (100) | ||||||
| Prepaid expenses and other assets | (93) | (59) | ||||||
| Accounts payable | 23 | (26) | ||||||
| Capping, closure and post-closure expenditures | (38) | (35) | ||||||
| Remediation expenditures | (31) | (45) | ||||||
| Other liabilities | 182 | 22 | ||||||
| Proceeds for retirement of certain hedging relationships | — | 24 | ||||||
| Cash provided by operating activities | 3,315 | 2,914 | ||||||
| Cash used in investing activities: | ||||||||
| Purchases of property and equipment | (1,310) | (1,357) | ||||||
| Proceeds from sales of property and equipment | 10 | 9 | ||||||
| Cash used in acquisitions and investments, net of cash and restricted cash acquired | (1,259) | (400) | ||||||
| Cash received from business divestitures | 7 | 2 | ||||||
| Purchases of restricted marketable securities | (15) | (18) | ||||||
| Sales of restricted marketable securities | 13 | 16 | ||||||
| Other | (17) | (1) | ||||||
| Cash used in investing activities | (2,571) | (1,749) | ||||||
| Cash used in financing activities: | ||||||||
| Proceeds from credit facilities and notes payable, net of fees | 26,896 | 15,616 | ||||||
| Proceeds from issuance of senior notes, net of discount and fees | 1,183 | 889 | ||||||
| Payments of credit facilities and notes payable | (27,639) | (16,835) | ||||||
| Issuances of common stock, net | (10) | (18) | ||||||
| Purchases of common stock for treasury | (599) | (321) | ||||||
| Cash dividends paid | (544) | (505) | ||||||
| Distributions paid to non-controlling interests in consolidated subsidiary | (1) | — | ||||||
| Contingent consideration payments | (9) | (14) | ||||||
| Cash used in financing activities | (723) | (1,188) | ||||||
| Effect of foreign exchange rate changes on cash | 1 | 1 | ||||||
| Increase in cash, cash equivalents, restricted cash and restricted cash equivalents | 22 | (22) | ||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 203 | 228 | ||||||
| Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | $ | 225 | $ | 206 |
You should read the following information in conjunction with our audited consolidated financial statements and notes thereto appearing in our Annual Report on Form 10-K as of and for the year ended December 31, 2024. All amounts below are in millions and as a percentage of our revenue, except per share data.
REVENUE
The following table reflects our total revenue by line of business for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Collection: | ||||||||||||||||
| Residential | $ | 754 | 17.9 | % | $ | 740 | 18.1 | % | $ | 2,249 | 18.0 | % | $ | 2,196 | 18.3 | % |
| Small-container | 1,267 | 30.1 | 1,209 | 29.7 | 3,768 | 30.3 | 3,599 | 30.0 | ||||||||
| Large-container | 797 | 18.9 | 775 | 19.0 | 2,330 | 18.7 | 2,278 | 19.0 | ||||||||
| Other | 17 | 0.4 | 18 | 0.5 | 53 | 0.4 | 54 | 0.5 | ||||||||
| Total collection | 2,835 | 67.3 | 2,742 | 67.3 | 8,400 | 67.4 | 8,127 | 67.8 | ||||||||
| Transfer | 472 | 459 | 1,376 | 1,336 | ||||||||||||
| Less: intercompany | (248) | (247) | (741) | (733) | ||||||||||||
| Transfer, net | 224 | 5.3 | 212 | 5.2 | 635 | 5.1 | 603 | 5.0 | ||||||||
| Landfill | 845 | 768 | 2,421 | 2,234 | ||||||||||||
| Less: intercompany | (329) | (315) | (968) | (937) | ||||||||||||
| Landfill, net | 516 | 12.3 | 453 | 11.1 | 1,453 | 11.7 | 1,297 | 10.8 | ||||||||
| Environmental solutions | 449 | 480 | 1,393 | 1,408 | ||||||||||||
| Less: intercompany | (16) | (15) | (49) | (47) | ||||||||||||
| Environmental solutions, net | 433 | 10.3 | 465 | 11.4 | 1,344 | 10.8 | 1,361 | 11.4 | ||||||||
| Other: | ||||||||||||||||
| Recycling processing and commodity sales | 107 | 2.5 | 107 | 2.6 | 328 | 2.6 | 311 | 2.6 | ||||||||
| Other non-core | 97 | 2.3 | 97 | 2.4 | 296 | 2.4 | 287 | 2.4 | ||||||||
| Total other | 204 | 4.8 | 204 | 5.0 | 624 | 5.0 | 598 | 5.0 | ||||||||
| Total revenue | $ | 4,212 | 100.0 | % | $ | 4,076 | 100.0 | % | $ | 12,456 | 100.0 | % | $ | 11,986 | 100.0 | % |
The following table reflects changes in components of our revenue, as a percentage of total revenue, for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Average yield | 4.0 | % | 4.6 | % | 4.2 | % | 5.4 | % |
| Fuel recovery fees | — | (0.2) | (0.2) | (0.2) | ||||
| Total price | 4.0 | 4.4 | 4.0 | 5.2 | ||||
| Volume | (0.3) | (1.2) | (0.4) | (1.0) | ||||
| Change in workdays | — | 0.3 | (0.2) | 0.1 | ||||
| Recycling processing and commodity sales | (0.2) | 0.7 | — | 0.5 | ||||
| Environmental solutions | (1.4) | — | (0.7) | (0.2) | ||||
| Other(1) | (0.4) | — | (0.1) | — | ||||
| Total internal growth | 1.7 | 4.2 | 2.6 | 4.6 | ||||
| Acquisitions / divestitures, net | 1.6 | 2.3 | 1.3 | 3.1 | ||||
| Total | 3.3 | % | 6.5 | % | 3.9 | % | 7.7 | % |
| Core price | 5.9 | % | 6.2 | % | 5.9 | % | 6.6 | % |
(1) Other represents customer credits recognized in connection with recent labor disruptions.
Average yield is defined as revenue growth from the change in average price per unit of service, expressed as a percentage. Core price is defined as price increases to our customers and fees, excluding fuel recovery fees, net of price decreases to retain customers. We also measure changes in core price, average yield and volume as a percentage of related-business revenue, defined as total revenue excluding recycled commodities, fuel recovery fees and environmental solutions revenue, to determine the effectiveness of our pricing and organic growth strategies. The following table reflects core price, average yield and volume as a percentage of related-business revenue for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| As a % of Related Business | As a % of Related Business | |||||||
| Core price | 7.2 | % | 7.4 | % | 7.2 | % | 8.0 | % |
| Average yield | 4.9 | % | 5.5 | % | 5.1 | % | 6.5 | % |
| Volume | (0.4) | % | (1.5) | % | (0.5) | % | (1.2) | % |
The following table reflects changes in average yield and volume, as a percentage of related business revenue by line of business, for the three and nine months ended September 30, 2025 and 2024:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Yield | Volume | Yield | Volume | Yield | Volume | Yield | Volume | |||||||||
| Collection: | ||||||||||||||||
| Residential | 4.4 | % | (2.4) | % | 5.4 | % | (2.9) | % | 5.0 | % | (2.9) | % | 6.0 | % | (2.7) | % |
| Small-container | 6.3 | % | (1.2) | % | 7.5 | % | (0.4) | % | 6.2 | % | (1.1) | % | 9.2 | % | (0.2) | % |
| Large-container | 5.4 | % | (3.9) | % | 5.3 | % | (3.6) | % | 5.5 | % | (3.5) | % | 6.2 | % | (3.8) | % |
| Landfill: | ||||||||||||||||
| Municipal solid waste | 5.6 | % | (3.4) | % | 5.1 | % | 0.3 | % | 5.9 | % | (3.0) | % | 5.4 | % | 1.0 | % |
| Construction and demolition waste | 3.7 | % | 45.2 | % | 4.5 | % | 2.7 | % | 3.9 | % | 36.2 | % | 4.6 | % | (0.4) | % |
| Special waste | — | % | 17.8 | % | — | % | (1.8) | % | — | % | 15.6 | % | — | % | (1.9) | % |
COST OF OPERATIONS
The following table summarizes the major components of our cost of operations for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Labor and related benefits | $ | 812 | 19.3 | % | $ | 814 | 20.0 | % | $ | 2,475 | 19.9 | % | $ | 2,412 | 20.1 | % |
| Transfer and disposal costs | 275 | 6.5 | 280 | 6.9 | 808 | 6.5 | 832 | 7.0 | ||||||||
| Maintenance and repairs | 384 | 9.1 | 380 | 9.3 | 1,122 | 9.0 | 1,106 | 9.2 | ||||||||
| Transportation and subcontract costs | 302 | 7.2 | 304 | 7.4 | 896 | 7.2 | 885 | 7.4 | ||||||||
| Fuel | 120 | 2.8 | 113 | 2.8 | 349 | 2.8 | 360 | 3.0 | ||||||||
| Disposal fees and taxes | 95 | 2.3 | 91 | 2.2 | 275 | 2.2 | 265 | 2.2 | ||||||||
| Landfill operating costs | 99 | 2.3 | 88 | 2.1 | 292 | 2.3 | 275 | 2.3 | ||||||||
| Risk management | 109 | 2.6 | 103 | 2.5 | 321 | 2.6 | 300 | 2.5 | ||||||||
| Other | 227 | 5.4 | 194 | 4.8 | 648 | 5.2 | 598 | 5.0 | ||||||||
| Subtotal | 2,423 | 57.5 | 2,367 | 58.0 | 7,186 | 57.7 | 7,033 | 58.7 | ||||||||
| Labor disruption | 40 | 1.0 | — | — | 40 | 0.3 | — | — | ||||||||
| Total cost of operations | $ | 2,463 | 58.5 | % | $ | 2,367 | 58.0 | % | $ | 7,226 | 58.0 | % | $ | 7,033 | 58.7 | % |
These cost categories may change from time to time and may not be comparable to similarly titled categories used by other companies. As such, you should take care when comparing our cost of operations by cost component to that of other companies and of ours for prior periods.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
The following table summarizes our selling, general and administrative expenses for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Salaries and related benefits | $ | 269 | 6.4 | % | $ | 278 | 6.9 | % | $ | 842 | 6.8 | % | $ | 834 | 6.9 | % |
| Provision for doubtful accounts | 9 | 0.2 | — | — | 27 | 0.2 | 20 | 0.2 | ||||||||
| Other | 144 | 3.4 | 128 | 3.1 | 405 | 3.2 | 373 | 3.1 | ||||||||
| Total selling, general and administrative expenses | $ | 422 | 10.0 | % | $ | 406 | 10.0 | % | $ | 1,274 | 10.2 | % | $ | 1,227 | 10.2 | % |
These cost categories may change from time to time and may not be comparable to similarly titled categories used 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.
PERFORMANCE METRICS AND RECONCILIATIONS OF CERTAIN NON-GAAP MEASURES
The following tables calculate EBITDA, EBITDA margin, adjusted EBITDA, adjusted EBITDA margin, adjusted EBITDA and adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, adjusted diluted earnings per share, and adjusted free cash flow, which are not measures determined in accordance with U.S. generally accepted accounting principles (U.S. GAAP), for the three and nine months ended September 30, 2025 and 2024. Our definitions of the foregoing non-GAAP financial measures may not be comparable to similarly titled measures presented by other companies.
Adjusted EBITDA and Adjusted EBITDA Margin
The following table calculates adjusted EBITDA and adjusted EBITDA margin for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and as a percentage of revenue):
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income attributable to Republic Services, Inc. and net income margin | $ | 550 | 13.1 | % | $ | 566 | 13.9 | % | 1,595 | 12.8 | % | $ | 1,531 | 12.8 | % | |
| Net income attributable to non-controlling interests | — | — | — | — | ||||||||||||
| Provision for income taxes | 95 | 81 | 435 | 368 | ||||||||||||
| Other income, net | (7) | (10) | (22) | (23) | ||||||||||||
| Interest income | (2) | (4) | (6) | (7) | ||||||||||||
| Interest expense | 143 | 138 | 428 | 406 | ||||||||||||
| Depreciation, depletion and amortization | 459 | 422 | 1,356 | 1,234 | ||||||||||||
| Accretion | 29 | 26 | 85 | 80 | ||||||||||||
| EBITDA and EBITDA margin | $ | 1,267 | 30.1 | % | $ | 1,219 | 29.9 | % | $ | 3,871 | 31.1 | % | $ | 3,589 | 29.9 | % |
| Loss from unconsolidated equity method investments | 57 | 73 | 72 | 116 | ||||||||||||
| Loss on extinguishment of debt and other related costs | — | 2 | — | 2 | ||||||||||||
| Restructuring charges | 3 | 8 | 13 | 20 | ||||||||||||
| Loss (gain) on business divestitures and impairments, net | — | 1 | — | (1) | ||||||||||||
| Labor disruption | 56 | — | 56 | — | ||||||||||||
| Total adjustments | 116 | 84 | 141 | 137 | ||||||||||||
| Adjusted EBITDA and adjusted EBITDA margin | $ | 1,383 | 32.8 | % | $ | 1,303 | 32.0 | % | $ | 4,012 | 32.2 | % | $ | 3,726 | 31.1 | % |
Adjusted EBITDA and Adjusted EBITDA Margin by Business Type
The following table summarizes revenue, adjusted EBITDA and adjusted EBITDA margin by business type for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars and adjusted EBITDA margin as a percentage of revenue):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Recycling & Waste | Environmental Solutions | Total | Recycling & Waste | Environmental Solutions | Total | |||||||||||||||||||||||||||||||||
| Revenue | $ | 3,779 | $ | 433 | $ | 4,212 | $ | 3,611 | $ | 465 | $ | 4,076 | ||||||||||||||||||||||||||
| Adjusted EBITDA(a) | $ | 1,295 | $ | 88 | $ | 1,383 | $ | 1,186 | $ | 117 | $ | 1,303 | ||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 34.3 | % | 20.3 | % | 32.8 | % | 32.8 | % | 25.2 | % | 32.0 | % | Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | ||||||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||||||||||
| Recycling & Waste | Environmental Solutions | Total | Recycling & Waste | Environmental Solutions | Total | |||||||||||||||||||||||||||||||||
| Revenue | $ | 11,112 | $ | 1,344 | $ | 12,456 | $ | 10,625 | $ | 1,361 | $ | 11,986 | ||||||||||||||||||||||||||
| Adjusted EBITDA(a) | $ | 3,725 | $ | 287 | $ | 4,012 | $ | 3,410 | $ | 316 | $ | 3,726 | ||||||||||||||||||||||||||
| Adjusted EBITDA Margin | 33.5 | % | 21.4 | % | 32.2 | % | 32.1 | % | 23.2 | % | 31.1 | % |
(a) Certain corporate expenses, including selling, general and administrative expenses, and National Accounts revenue are allocated to the two business types.
The amounts shown for Recycling & Waste represent the sum of our Group 1 and Group 2 reportable segments, and Environmental Solutions represents our Group 3 reportable segment.
Adjusted Earnings Per Share
The following table calculates adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share for the three and nine months ended September 30, 2025 and 2024 (in millions of dollars except per share data):
| Three Months Ended September 30, 2025 | Three Months Ended September 30, 2024 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Diluted | Diluted | |||||||||||||||
| Net | Earnings | Net | Earnings | |||||||||||||
| Pre-tax | Tax | Income - | per | Pre-tax | Tax | Income - | per | |||||||||
| Income | Impact(1) | Republic | Share | Income | Impact(1) | Republic | Share | |||||||||
| As reported | $ | 645 | $ | 95 | $ | 550 | $ | 1.76 | $ | 647 | $ | 81 | $ | 566 | $ | 1.80 |
| Loss on extinguishment of debt and other related costs | — | — | — | — | 2 | — | 2 | 0.01 | ||||||||
| Restructuring charges | 3 | 1 | 2 | 0.01 | 8 | 2 | 6 | 0.02 | ||||||||
| Labor disruption | 56 | 14 | 42 | 0.13 | — | — | — | — | ||||||||
| Loss on business divestitures and impairments, net(2) | — | — | — | — | 1 | 1 | — | — | ||||||||
| Settlements and withdrawals on pension plans | — | — | — | — | (8) | (2) | (6) | (0.02) | ||||||||
| Total adjustments | 59 | 15 | 44 | 0.14 | 3 | 1 | 2 | 0.01 | ||||||||
| As adjusted | $ | 704 | $ | 110 | $ | 594 | $ | 1.90 | $ | 650 | $ | 82 | $ | 568 | $ | 1.81 |
| Nine Months Ended September 30, 2025 | Nine Months Ended September 30, 2024 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Diluted | Diluted | |||||||||||||||
| Net | Earnings | Net | Earnings | |||||||||||||
| Pre-tax | Tax | Income - | per | Pre-tax | Tax | Income - | per | |||||||||
| Income | Impact(1) | Republic | Share | Income | Impact(1) | Republic | Share | |||||||||
| As reported | $ | 2,030 | $ | 435 | $ | 1,595 | $ | 5.10 | $ | 1,899 | $ | 368 | $ | 1,531 | $ | 4.86 |
| Gain on extinguishment of debt and other related costs | — | — | — | — | (5) | (1) | (4) | (0.01) | ||||||||
| Restructuring charges | 13 | 4 | 9 | 0.03 | 20 | 5 | 15 | 0.04 | ||||||||
| Labor disruption | 56 | 14 | 42 | 0.13 | — | — | — | — | ||||||||
| Loss (gain) on business divestitures and impairments, net(3) | — | — | — | — | (1) | — | (1) | — | ||||||||
| Settlements and withdrawals on pension plans | — | — | — | — | (8) | (2) | (6) | (0.02) | ||||||||
| Total adjustments | 69 | 18 | 51 | 0.16 | 6 | 2 | 4 | 0.01 | ||||||||
| As adjusted | $ | 2,099 | $ | 453 | $ | 1,646 | $ | 5.26 | $ | 1,905 | $ | 370 | $ | 1,535 | $ | 4.87 |
(1) The income tax effect related to our adjustments includes both current and deferred income tax impact and is individually calculated based on the statutory rates applicable to each adjustment.
(2) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the three months ended September 30, 2024.
(3) The aggregate impact to adjusted diluted earnings per share totals to less than $0.01 for the nine months ended September 30, 2024.
We believe that presenting EBITDA and EBITDA margin is useful to investors because they provide important information concerning our operating performance exclusive of certain non-cash and other costs. EBITDA and EBITDA margin demonstrate our ability to execute our financial strategy, which includes reinvesting in existing capital assets to ensure a high level of customer service, investing in capital assets to facilitate growth in our customer base and services provided, maintaining our investment grade credit ratings and minimizing debt, paying cash dividends, repurchasing our common stock, and maintaining and improving our market position through business optimization. Although depreciation, depletion, amortization and accretion are considered operating costs in accordance with U.S. GAAP, they represent the allocation of non-cash costs generally associated with long-lived assets acquired or constructed in prior years.
We believe that presenting adjusted EBITDA and adjusted EBITDA margin, adjusted EBITDA margin by business type, adjusted pre-tax income, adjusted tax impact, adjusted net income - Republic, and adjusted diluted earnings per share provide 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.
Restructuring charges. During the three and nine months ended September 30, 2025, we incurred restructuring charges of $3 million and $13 million, respectively, and during the three and nine months ended September 30, 2024, we incurred restructuring charges of $8 million and $20 million, respectively. The 2025 charges primarily related to the design and implementation of a new accounts receivable system. The 2024 charges primarily related to the redesign of our asset
management, and customer and order management software systems. During the nine months ended September 30, 2025 and 2024, we paid $10 million and $18 million, respectively, related to these restructuring efforts.
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 during both the three and nine months ended September 30, 2025 was $56 million, including $16 million of customer credits and $40 million of cost of operations.
Adjusted Free Cash Flow
The following table calculates our adjusted free cash flow, which is not a measure determined in accordance with U.S. GAAP, for the nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Cash provided by operating activities | $ | 3,315 | $ | 2,914 | |
| Property and equipment received | (1,183) | (1,199) | |||
| Proceeds from sales of property and equipment | 10 | 9 | |||
| Restructuring payments, net of tax | 7 | 14 | |||
| Labor disruption, net of tax | 42 | — | |||
| Cash tax benefit for debt extinguishment and other related costs | — | (1) | |||
| Adjusted free cash flow | $ | 2,191 | $ | 1,737 |
We believe that presenting adjusted free cash flow provides useful information regarding our recurring cash provided by operating activities after certain expenditures or recoveries. It also demonstrates our ability to execute our financial strategy and is a key metric we use to determine compensation. The presentation of adjusted free cash flow has material limitations. Adjusted free cash flow does not represent our cash flow available for discretionary payments because it excludes certain payments that are required or to which we have committed, such as debt service requirements and dividend payments.
Purchases of property and equipment as reflected on our consolidated statements of cash flows represent amounts paid during the period for such expenditures. A reconciliation of property and equipment expenditures reflected on our consolidated statements of cash flows to property and equipment received during the period follows for the nine months ended September 30, 2025 and 2024 (in millions of dollars):
| Nine Months Ended September 30, | |||||
|---|---|---|---|---|---|
| 2025 | 2024 | ||||
| Purchases of property and equipment per the unaudited consolidated statements of cash flows | $ | 1,310 | $ | 1,357 | |
| Adjustments for property and equipment received in a different period | (127) | (158) | |||
| Property and equipment received during the period | $ | 1,183 | $ | 1,199 |
The adjustments noted above do not affect our net change in cash, cash equivalents, restricted cash and restricted cash equivalents as reflected in our consolidated statements of cash flows.
ACCOUNTS RECEIVABLE
As of September 30, 2025 and December 31, 2024, accounts receivable were $1,900 million and $1,821 million, net of allowance for doubtful accounts of $70 million and $74 million, respectively, resulting in days sales outstanding of 41.0, or 30.2 days net of deferred revenue, compared to 40.9, or 30.0 days net of deferred revenue, respectively.
CASH DIVIDENDS
In July 2025, we paid a cash dividend of $182 million to shareholders of record as of July 2, 2025. As of September 30, 2025, we recorded a quarterly dividend payable of $194 million to shareholders of record at the close of business on October 2, 2025, which was paid on October 15, 2025.
SHARE REPURCHASE PROGRAM
During the three months ended September 30, 2025, we repurchased 2.3 million shares of our common stock for $539 million at a weighted average cost per share of $232.00. As of September 30, 2025, the remaining authorized purchase capacity under
our October 2023 repurchase program was approximately $1.9 billion.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This press release 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. These statements include information about our plans, strategies, and expectations of future financial performance and prospects. Forward-looking statements are not guarantees of performance. These statements are based upon the current beliefs and expectations of our management and are subject to risk and uncertainties that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may not prove to be correct. Among the factors that could cause actual results to differ materially from the expectations expressed in the forward-looking statements are the impacts of the overall global economy and changing interest rates, impacts from international trade restrictions and tariffs, our ability to effectively integrate and manage companies we acquire, and to realize the anticipated benefits of any such acquisitions, the impact of prolonged work stoppages or other labor disruptions, the amount of the financial contribution of our sustainability initiatives, acts of war, riots or terrorism, and the impact of these acts on economic, financial and social conditions in the United States, as well as our dependence on large, long-term collection, transfer and disposal contracts. More information on factors that could cause actual results or events to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, particularly under Part I, 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.
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