Good day, and thank you for standing by. Welcome to WM's Second Quarter 2024 Earnings Conference Call. At this time, all participants are on a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. [Operator Instructions]. Please note that today's conference is being recorded. I will now hand the conference over to speaker host, Ed Egl, Vice President of Investor Relations. Please go ahead.

Thank you, Livia. Good morning, everyone, and thank you for joining us for our second quarter 2024 earnings conference call. With me this morning are Jim Fish, President and Chief Executive Officer, John Morris, Executive Vice President and Chief Operating Officer, and Devina Rankin, Executive Vice President and Chief Financial Officer. You will hear prepared comments from each of them today. Jim will cover high-level financials and provide a strategic update. John will cover an operating overview, and Devina will cover the details of the financials. Before we get started, please note that we have filed a Form 8K that includes the earnings press release and is available on our website at www.wm.com. In addition, we have published a supplemental presentation with additional information elaborating on the strategic rationale for the company's planned acquisition of Stericycle. The supplemental presentation is available on our website at investors.wm.com and as an exhibit to the Form 8K. The Form 8K, the press release, and the schedule for the press release include important information. During the call, you will hear forward-looking statements, which are based on current expectations, projections, or opinions about future periods. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially. Some of these risks and uncertainties are discussed in today's press release and in our filings with the SEC, including our most recent Form 10K and Form 10Qs. John will discuss our results in the areas of yield and volume, which, unless stated otherwise, are more specifically references to internal revenue growth or IRG from yield or volume. During the call, Jim, John, and Devina will discuss operating EBITDA, which is income from operations before depreciation and amortization. Any comparisons, unless otherwise stated, will be with the prior year. Net income, EPS, income from operations and margin, operating EBITDA and margin, and SG&A expense and margin results have been adjusted to enhance comparability by excluding certain items that management believes do not reflect our fundamental business performance or results of operations. These adjusted measures, in addition to free cash flow or non-GAAP measures, please refer to the earnings press release and tables, which can be found on the company's website at www.wm.com, for reconciliations to the most comparable GAAP measures and additional information about our use of non-GAAP measures and non-GAAP projections. This call is being recorded and will be available 24 hours a day, beginning approximately 1 p.m. Eastern time today. To hear a replay of the call, access the WM website at www.investors.wm.com. Time-sensitive information provided during today's call, which is occurring on July 25, 2024, may no longer be accurate at the time of a replay. Any redistribution, retransmission, or rebroadcast of this call in any form without the express written consent of WM is prohibited. Now I'll turn the call over to WM's President and CEO, Jim Fish.

Okay, thanks, Ed, and thanks for joining us. Our results for the quarter were fueled by strong operating performance in the collection and disposal business. We once again achieved double-digit operating EBITDA growth in the second quarter, keeping us on pace to achieve the full-year outlook that we provided last quarter. Quarterly operating EBITDA margin reached 30% for the first time in the company's history, driven by operating efficiencies from technology investments and the sustained effectiveness of our pricing strategy. We're pleased with our performance in the first half of 2024 and are well-positioned to deliver another year of strong financial results. Our team's executing very well on our strategic priorities, as evidenced by the expected growth in operating EBITDA, approaching 10% for the full year. A big part of our strategic approach to growth is to find future opportunities where we can leverage our own expertise, whether it's using technology to improve our routing efficiencies, turning landfill gas into renewable natural gas, or automating recycling plants to drive greater throughput and lower operating costs. Each of these recognizes a future need and capitalizes on it. And now our recently announced agreement to acquire Stericycle presents another opportunity to leverage our expertise to drive higher growth. Stericycle has a leading position in the growing medical waste industry. The planned acquisition adds complementary business platforms to further our leading suite of comprehensive waste and environmental solutions. And these strategic benefits are accompanied by attractive financial benefits. Our team is progressing through the regulatory approval process and integration planning, and we're excited to welcome Stericycle's team members to WM. Even as we add medical waste as a new vertical within our business to complement our existing collection and disposal business, we continue to position our solid waste network for future growth. As we've said, the pipeline for solid waste tuck-in acquisition opportunities was strong coming into 2024. Our teams worked hard to move tuck-in acquisitions to completion, and we've now closed more than $750 million of solid waste acquisitions through July. These transactions strengthen our core collection and disposal operations in North America in new geographies like Long Island, New York, and complement existing operations through tuck-in acquisitions in growth markets in Florida, North Carolina, and Arizona. We also continue to execute well on sustainability, our sustainability growth investments. We expect to bring five new renewable natural gas projects online in 2024, adding to the two new facilities completed in 2022 and 2023. We have another nine projects in active construction, with construction beginning or expected to begin on the remaining four facilities later this year. Momentum is building, and we're excited about the progress we're making. Investing directly in building our renewable natural gas platform meets all of our investment criteria. We're driving strong returns with expected payback periods of three years or four years at better multiples than traditional M&A. Plus, we're expanding environmental benefits by collecting and beneficially using more landfill gas, and we're strengthening our core business by positioning our landfill assets as community energy partners. Looking forward, we're exploring the scale of opportunity in future project development, and growth from our renewable energy business across our landfill network. At the same time, we continue to maximize the value of the renewable energy we produce through a balanced marketing strategy that leverages the transportation and voluntary markets to secure returns, reduce risk, and manage volatility. These efforts demonstrate our commitment to scaling this unique growth opportunity to create long-term value for the environment and shareholders alike. Turning to recycling our investments and automating our existing facilities and building capacity in new markets is helping differentiate WM with customers, unlocking new opportunities to further expand our network, such as recent success [indiscernible]. At the same time, our automation investments are providing consistent financial results, improving labor costs per ton by 30% to 35%, and increasing the blended value on commodity sales by 15% to 20%. We completed our Pittsburgh and Atlanta automation projects during the second quarter, and both facilities ramped up quickly. We're on track to complete another seven automation projects and add new facilities in New York, Florida, and Portland by year end. Our progress to date increases our capacity from our recycling investments by more than a 1 million tons. The WM story is one of delivering on our commitments. We achieved strong results in the first half of 2024, and are positioned to continue that trajectory during the balance of the year. As we kick off our planning process for next year, we have some early enthusiasm about 2025. Based on all the opportunities we discussed today, we're particularly bullish on the long term. It's our dedicated team that makes all of this possible, and I want to thank them for all of their contributions. And I'll now turn the call over to John to discuss our operational results.

Thanks, Jim. And good morning. We're pleased with our second quarter results, particularly our ongoing optimization of operating costs. Our teams remain intently focused on delivering safe and reliable service to our customers, and I want to thank them for their dedication, especially those in areas impacted by Hurricane Beryl in early July. Second quarter operating expenses is a percentage of revenue improved by 130 basis points year-over-year to 60.9%. This improvement is a testament to our disciplined management of operating costs and our collection lines of business. Combining our strong operating expense performance with disciplined pricing, we significantly enhanced overall operating EBITDA margins. In the second quarter, operating EBITDA in our collection and disposal business grew by $203 million, with margin expanding to 37.3%. Our continued adoption of technology and automation was a key driver of these significant operating cost improvements. Specifically, in labor, the use of scheduling and planning tools, advanced mapping technology, expansion of our dynamic routing capabilities, and automation of our residential fleet resulted in improved efficiency across all three of our collection lines of business for the second consecutive quarter. In residential, efficiency improved by nearly 6% in Q2, largely due to fleet automation. Our automated routes achieved over 30% efficiency improvement, contributing to a significant increase in residential operating EBITDA margin when compared to last year. Additionally, our people-first focus led to reduced driver turnover, which improved 300 basis points from a year ago. Company-wide, the integration of technology and improved driver retention contributed to a 90 basis point reduction in labor costs as a percentage of revenue. We remain confident in the value of our technology and optimization efforts, and we expect to continue driving labor cost improvements throughout the year. Turning other operating costs, repair and maintenance spending as a percentage of revenue improved by 20 basis points, reflecting our continued adoption of technology-enabled processes and an improving truck delivery schedule. Lower fuel costs also contributed 20 basis point improvement to operating expenses as a percentage of revenue. We remain committed to optimizing our cost structure to meet both operational and financial objectives, and we're proud of the results we have achieved so far. And finally, turning to revenue growth, our customer lifetime value model continued to drive organic revenue growth from price in line with our full year expectations. Our pricing results relative to plan remain on track, reflecting our team's focus on using customer-specific data and insights to deliver price increases that keep pace with inflation and margin expansion objectives. Churn remains at 9%, and service increases continue to outpace decreases, further reinforcing our execution. On the volume front, trends in commercial collection, MSW, and special waste remain strong in the quarter and are generally aligned with expectations. As are C&D landfill volumes when adjusted for the lapping of volumes related to Hurricane Ian cleanup last year. However, volume in our roll-off line of business is one area where we continue to see a bit of softness. Similar to last quarter, we continue to see moderation in both a temporary business driven by home building, as well as a portion of our permanent roll-off business in the industrial segment. While a few segments of our collection volume are trending a bit behind our full year expectations, our discipline revenue management combined with our strong execution on cost optimization continue to give us ample confidence that we are positioned to deliver strong financial performance throughout the rest of the year. In closing, I want to thank the entire WM team again for their contributions. Their performance so far in 2024 sets us up for continued success. I'll now turn the call over to Devina to discuss our second quarter financial results in further detail.

Thanks, John, and good morning. We're pleased with the strong start to 2024, particularly when we focus on the three most important financial measures we track, operating EBITDA, operating EBITDA margin, and free cash flow. Starting with operating EBITDA, through the first six months, we have seen this metric grow more than 12%, with all of this growth being organic. This puts us on track to deliver our full year outlook of nearly 10% operating EBITDA growth, well above our long-range annual target of 5% to 7%. As a reminder, in setting our operating EBITDA target for 2024 and then quickly increasing it by $100 million in April, we projected that achieving this year's outsized growth would be driven by two things. The first is the benefits of price and cost optimization in the collection and disposal business, which we expected to be weighted toward the first half of the year. And the second is incremental earnings contributions from our investments in growing our recycling and renewable energy businesses, which would be weighted toward the back half of the year. This is exactly how 2024 is tracking, giving us confidence in meeting or exceeding the midpoint of our guidance range for operating EBITDA, with our current projection being $6.475 billion. This includes about $20 million to $30 million of incremental growth from tech-in solid waste acquisitions in 2024. Turning now to operating EBITDA margin, it's worth highlighting again that at 30%, Q2 is the best quarterly operating EBITDA margin result in our company's history. In the second quarter, total company operating EBITDA margin expanded 130 basis points, and this was driven by about 200 basis points of margin expansion from price and cost optimization efforts in the collection and disposal business, and then a benefit from the sale of non-strategic assets of about 50 basis points. These strong margin results were partially offset by higher risk management costs, an increase in incentive compensation costs, and a modest drag from the net impact of recycled commodity prices and fuel. The key takeaway from looking at these puts and takes is that we saw a 200 basis point lift in our core business versus last year, and we see the benefits of employee retention, truck deliveries, and the use of technology and process to optimize the business that started in the second half of 2023 holding. The significant margin expansion in operating EBITDA growth in 2024 is delivering robust operating and free cash flow growth. Through the first six months of 2024, we've generated cash flow from operations of $2.52 billion, and that's an increase of nearly $450 million or 22% compared to the same period in 2023. Our double-digit operating EBITDA growth, favorable working capital trends, and lower cash incentive compensation payments are driving this strong performance. For the first half of the year, capital expenditures to support the business totaled $947 million. Sustainability growth investments were about $388 million. Both are tracking a plan that we anticipate spending at or slightly above the high end of our prior guidance of between $850 million and $900 million for sustainability growth investments in 2024. Pulling this all together, we've generated $1.24 billion of free cash flow in the first six months of the year, and we're confident that we will achieve our guidance range of between $2 billion and $2.15 billion of free cash flow in 2024. As Jim mentioned, we've closed more than $750 million in Truck-In acquisitions through July, and we look forward to closing the acquisition of Stericycle as early as the fourth quarter of this year. Given our elevated M&A activity, we want to reiterate our capital allocation priorities and emphasize our commitment to a strong balance sheet. WM has a disciplined approach to allocating capital to strategic growth opportunities, including the capital needed to sustain and grow our core solid waste businesses and investments that we're making to grow our recycling and renewable energy assets. We prioritize return on invested capital in making these decisions, and we expect all of our investments to provide healthy returns above our cost of capital. We also remain committed to growing shareholder returns, which includes increasing the dividend as free cash flow grows. We intend to finance the Stericycle transaction using a combination of bank debt and senior notes. When combining the impacts of the $750 million of solid waste Tuck-In acquisitions with the funding of Stericycle, we now expect our leverage to be about 3.6 times post-close. In light of this elevated leverage, we're temporarily suspending our share repurchase program so that we can work our way back through our targeted leverage range of 2.75 times to 3 times, about 24 months after the close of Stericycle. The slight revisions in our projected leverage figures since our announcement of the planned acquisition of Stericycle are updates that reflect the impact of layering on the additional Tuck-In acquisition activity this year. We're steadfast in our commitment to debt investors and rating agencies because we know the value of our strong investment grade credit profile. To wrap up, we're very pleased with our strong results, and I know the WM team remains hard at work to deliver on all of our goals for 2024. With that, Livia, let's open the line for questions.

Certainly. [Operator Instructions]. And our first question coming from the line of Tyler Brown from Raymond James.

Hey, good morning.

Good morning.

Hey, Devina, so obviously, you know, solid quarter great start to the year. I think last call you mentioned north of 30% margins in Q2, possibly north of 31% in Q3. Looks like Q2 came in more around 30%. I just wanted to see if that north of 31% is still a good placeholder, or should we maybe think about moving that down a smidge?

So, I'll start by highlighting that the one item that was different than our expectations at the end of April when we spoke about that little north of 30% for Q2 is the risk management impact of 50 basis points in the quarter. So, if we had not had that item, which we couldn't have predicted, we would have come in at or above the target that I provided on the call last time. What I would say about when we look forward to Q3, what's changed a little bit, there's a couple of things. One is recycled commodity prices, and you guys know that we have a different geography than our competitors do with regard to the impact of recycled commodity prices. And that was a 40 basis point headwind in the quarter, and we expect elevated commodity prices to continue into the back half of the year. So, there is a little bit of a headwind that we weren't projecting from recycling brokerage in particular that would carry over. And then, in addition to that, with lower industrial volumes that John mentioned, the flow through on industrial volumes is generally strong 40% levels. And so, that again is one of the things that created a headwind in the quarter and that would impact Q3. The third item relates to the Tuck-In acquisition contributions. As you know, based on where we are in integration processes, integrated M&A revenue and activity tends to come in in early innings at a lower contribution margin than our base business. So, what I would say is that right now our Q3 outlook is in the range of 30.5% to 31% with all those things taken into account.

Yes, quite a few things. Okay, perfect. And then, as we think about EBITDA dollars, so I just want to make sure I understand some of the moving pieces to the guidance. So, because I believe at the end of Q1 you had only spent like maybe $10 million on acquisitions. You mentioned $750 million through July. I would have thought that that would have, you know, obviously including Winters Bros, so I would have thought that would have helped maybe the guidance. I assume there's some EBITDA associated with that. So, I guess one, can you talk about what the end year revenue contribution from M&A should be in '24? And then, can you just talk about, maybe some of the puts and takes? Because, again, I would have thought there would have been some EBITDA contributions there. Maybe there's something. You mentioned a few things breaking against you.

Yeah, Tyler, it's John. Good question. I mean, if you look at what we did in Q2, it was about $77 million of revenue that was acquired. The $750 that we put, that we've all talked about, represents about $300 million of acquired revenue by the end of the year. So, hopefully that clarifies a little bit. And then, what Devina and I talked about is there is some benefit we've talked about in the back half of the year, that $25-ish million that will be a contribution from some of the M&A we've referenced.

So, in terms of overall EBITDA growth for the year, what I would say is, when we look at the first half of the year, right, the first half of the year, Solid Waste EBITDA has grown $415 million. Quite remarkable. The headwind that I talked about in risk management, it shows up in the corporate and other category. And so, what you see is, you know, there was more of an offset to that Solid Waste growth in the first -- in the second quarter than what we experienced in the first quarter. But the sustainability businesses, we still expect to be on track to generate that $115 million of EBITDA contribution to the year. And when we think about what happened over the second quarter that may not be showing up as a direct increase in that amount, it really is a put-and-take story. One is the value, the incremental value we expect from higher commodity prices in the recycling business, partially offset by the impact of a slowdown in some of the construction projects on the renewable energy business. Now, we're talking weeks, not months here, right? This is contributions that we now expect to start to ramp more in the fourth quarter than what we were expecting earlier in the second half of the year. So, all-in-all, what I would tell you is the EBITDA growth story for us is approaching 10% in the year, and still most of that coming from the solid waste business, with the contributions coming from the sustainability business, in total tracking according to plan, though there was a put-and-take.

So, Tyler, Jim here, let me just give you a little bit of extra color here. The 25 that Devina referenced in kind of our forecast over the revised guidance number of 6,450 that we gave last quarter, that 25 has some of what John talked about, which is the Winter Bros acquisition. We'll get five months-ish of that. We already had baked into our original guidance some M&A EBITDA and revenue, but can't say we baked in Winter Bros. So, you're going to get part of that. You're going to get, as Devina said, you're going to get some of the sustainability stuff, which, by the way, is working both ways for us. I mean, we get some commodity pickup. We also are seeing a few minor delays in a couple of the R&G plants. We're still building five R&G plants for the year, as we said we would, but 30 days or so of delay is impacting us. So, all of that adds up to the 25. I think Devina's point, though, is really worth really reiterating here. I mean, you're talking about almost 10% EBITDA growth, and to some degree, I feel like we have a great story to tell, and sometimes we aren't great storytellers, because I feel like we've got 10%, which is the strongest EBITDA growth, probably back to the 1990s. I'm sure the company grew by more than 10% in 1982, but since the 1990s, that's the strongest EBITDA growth we've ever seen, and yet we're doing it. You remember in 2019, when we said we grew EBITDA between 5% and 7%, we said, at the top end of the range, that's going to be in a really robust economy, where we're seeing, you know, 2-plus percent volume growth. We're not seeing 2-plus percent volume growth. We're flat on volume, and yet, in an economy that's kind of stumbling along, honestly, and yet we're growing EBITDA by 10%. Almost all of that, except for that $25 million-ish or whatever that number is for us, almost all that's coming from organic growth. Same with last year. We grew by 7% last year, and it was almost all organic growth. It's coming from those things that we've talked about in the past. You know, you remember a couple years ago, we started talking about technology, probably five years ago. We're going to talk, we're going to bring technology to bear, and we're going to really make a commitment to sustainability, and we're going to put operating processes in place, improve efficiencies, we're going to get smarter with pricing through data analytics, all that stuff, and I remember on the earnings call getting questions like, okay, that's great, Jim. When are we going to see the impact on the bottom line? You are seeing the impact on the bottom line. When you see 10% EBITDA growth, 160 basis points of margin growth, and still 5-ish percent revenue growth, it's all coming from price, you are absolutely seeing that kind of strategic growth, and then at the same time, we're doing some acquisitions. I mentioned in my script where we're filling holes, either where we weren't before, or adding to really strong strategic positions like Texas, like Florida, like North Carolina, Tennessee, you could go down the list, Arizona, and then you've all seen a deck on Stericycle. I mean, Stericycle is basically a fourth line of business for us. We've got resi, we've got commercial, we've got industrial, now we've got medical. And with Stericycle comes significant opportunities for synergy and comes with a higher growth trajectory in medical waste than in the solid waste space. So we're very excited about that, which basically gets me to a 25 number, and 2025 we'll give you guidance in February. But I could not be more bullish when I think about 2025, when you add all those things up. I mean, think about these sustainability investments. Tara will tell you we've spent probably three-quarters of the capital, or we will have by the end of the year, and we will have only realized 15% of the EBITDA. So 2025, I don't care who gets elected in November. Well, I do, but it doesn't matter who gets elected in November. And it doesn't matter whether we have geopolitical problems. It doesn't matter whether the economy is up or down. We're going to have a blockbuster year in 2025. We'll talk about it in February. But that's on top of what we consider to be a blockbuster year this year. So a bit longer answer than I think you were bargaining for when you got on when you were first in the queue. But I just want to make sure everybody understands all that.

[Indiscernible]. It's great. I really appreciate it. I don't mean to split hairs too much, but we're kind of in that business. But I appreciate the call. Thank you.

Okay.

Thank you. And our next question coming from the line of Toni Kaplan from Morgan Stanley. Your line is open.

Hi, this is Hilary Leon for Toni Kaplan. Good morning, guys. Great quarter. So speaking of the election, sorry to bring it up, but we've had a couple number of inquiries surrounding potential implications of it. Depending on who's elected or who's in the House, how would you expect R&G and RINs to be affected or if at all? And what sort of increase, decrease do you see potentially in your R&G projects?

Sure, I'll answer that one. We've been obviously tracking this very closely. And I think what's important to note related to our R&G business is we're in a very different time than we were in the previous Trump administration. You've really seen a lot more development on plants. We've seen the voluntary market really shore up. And we also have the RVO that is in place through 2025. So if you look at analysts that really cover the R&G industry, by any measure, most are saying that they don't expect a significant decrease in RIN pricing really more solidly in that 250 range in a potential Trump presidency. And as you know, that is well above our investment thesis of $26 per MMBTU.

So, Toni, real quickly, you know, Tara did a great job of answering that and she's absolutely right. I would just tell you, we've always said, no matter who's in office, we're pretty agnostic about that. I mean, we all have our own personal preferences, but the business itself does really well in just about any regulatory environment, short of somebody coming in and saying, you know, landfills are closed all tomorrow morning. But short of that, we are pretty agnostic with respect to regulation, whether it's the Chevron doctrine, whatever it is, we do well in just about any environment.

Got it. Great. Appreciate the color. And just a minor question. So, you know, with Hurricane Beryl happening recently, do you expect any sort of volume impact or top line growth impact, or is that not really significant?

It's insignificant. We had our quarterly business reviews with the Texas market, who was hit the hardest, and they've made projections. But at this point, it's not expected to be material.

It wasn't insignificant to my heart [ph]

Yeah. We all felt more significant within the business world.

It was more significant at my house, but as far as the business, it's not going to be material.

Got it. All right. That's it for me. Thanks, guys. Great quarter.

Yeah.

Thanks.

Thank you. And our next question coming from the line of Jerry Revich from Goldman Sachs. Your line is open.

Yes, hi. Thank you. Good morning, everyone.

Good morning, Jerry.

Good morning, Jerry.

Jim, on Stericycle, you know, I'm wondering if you just weigh in because historically, the company has really struggled to push pricing. And I think that's been because of the autoclave business. And you folks in your businesses are obviously leaders in driving pricing and return. So I'm wondering if you could just maybe peel back the onion on your strategy for that business and how you folks can have an impact on pricing discipline in the market through your ownership.

Yeah, Jerry, it's a little hard to tell at this point. One thing I can tell you is that Stericycle has talked a lot about the fact that as they roll out new systems that those systems will give them better visibility. And boy, we absolutely concur with that. I mean, you know, we like the fact that our systems give us a lot of visibility all the way down at the customer level. So we don't really know what that means in terms of pricing at this point because we haven't had a chance to kind of stick our head under the covers. But we do know that the better the visibility, the smarter you can be with data and analytics and with pricing.

And in terms of the volume outlook, you know, I think historically the industry has had a much tougher volume result than what the forecast is going forward. Can you just talk about what's driving inflection in your view? And sorry, this is still on medical waste.

Yeah, you know, I mean, I think this is really kind of an outsider looking in because, again, we're not, you know, we don't own the business yet. And we really, for the most part, are looking at public documents. We're starting to go through an integration process where we get to look at some things. But I would tell you that if we look at kind of the medical industry, not just medical waste but medical services, and as you look at the United States or you look at Canada or you look at just about any country, the U.K., France, Germany, I mean, all those countries are getting older. And so that would seem to be a positive for the volume of services in that industry. And commensurate with that, you would expect to see medical waste increase at a similar pace. So why their volumes have been a bit slower than expected, it's hard for me to say. But I sure do look at the future of this and say, this is a business that should have a very strong volume trajectory to it. I do think it will be helpful as we start to look at their customer base. They have a lot of customers that are moving towards kind of larger national account-type customers. And we're very good at national accounts. Our national accounts business has really been a driver of our growth over the last kind of five years to ten years. So as you look at their business that's going, in large part, from these small-quantity generators to more large-quantity generators, the UNHs and the HCAs and companies like that, I think that's right in our wheelhouse.

Super. And can I ask one more, Devina? In terms of the risk management costs in the quarter, can you just expand on those, you know, or how much of that is non-recurring out of period versus what might linger with us? It looks like based on the sequential outlook for margins and 3Q, it feels like you're applying normal seasonality to this lower base in 2Q that includes the headwind from the risk costs. So I'm wondering if you could just expand on that, if you don't mind.

Sure. So in terms of what we experienced in the second quarter, you know, this is a business where we say safety is priority one and getting our team members home safe every day is the most important job that we all do. And I would tell you that, unfortunately, there were some incidents in the second quarter that resulted in reserves associated with some of the, you know, more significant incidences that we can, from time-to-time, incur in our business. It is not representative of long-term trends. It is not representative of something that we expect to repeat. So I would say non-recurring, not out of period. What I would say with regard to the seasonal trends, and I mentioned this when Tyler and I were talking about margins as well, is what's difficult about typical seasonal trends for us is that roll-off is really a big piece of what can drive seasonal trends upward. And we did not see the roll-off volume pickup that we would have expected to see, and we are cautious about that going into the third quarter. Aside from that, we do expect the traditional benefits that you get from higher MSW levels and the commercial collection line of business in particular continues to be really, really strong in terms of both volume growth, price execution, and really strong flow-through from those efficiency gains that we've had. So overall, seasonality expectations are very strong, and we expect that to continue with the exception of the muted roll-off impact.

I appreciate it. Thank you.

Thank you.

Our next question coming from the line of Noah Kaye from Oppenheimer. Your line is open.

Hey, good morning. Thanks for taking the questions and not trying to turn this into a stair cycle deal call, of course, but I just want to ask you one or two quick questions there, and thanks for the deck. The $125 million or greater cost synergies you're, again, referencing, just help us understand what the expected timeline is for realizing those? You talked about run rates. Is this basically something that you get to a run rate on at some point in 2025? Is it earlier in the year? Is it later in the year? How are you thinking about it currently?

Yeah, so it's a good question, Noah. You know, Rafa Carrasco, our officer here, is going to be running this for us, and Rafa is kind of right into the process of looking at what do the synergies look like for this deal. We said $125 at the start. We didn't really give kind of a breakdown of when we realized those. Some of those, obviously, you know you get up front, whether it is some internalization benefits on the disposal side. It's also, you know, some of the SG&A piece. But we do think that, as we said kind of early on, that the $125 is, you know, you can do some math to get to a point where you say that's pretty conservative, even if you're just looking at the SG&A line. We built in 300 basis points on the SG&A line, and their guidance for the year was 22% SG&A as a percent of revenue. And you know where ours is. I mean, we're at 9%. And by the way, as I think Davina said a couple of times, you probably should compare them not to the 9% but to what our areas run at. Our areas run at like 5%. So you can do some math and get to a much bigger number than 125, but that's what Rafa and his team are doing right now is determining, all right, what do the synergies look like? What comprises the $125? Is the $125 twice as big as that? I mean, what is that number? And then to your point, when do we get it? Is it, you know, we've kind of said three years to get there, but you may have most of it coming in year one. You may have most of it coming in year two. We don't quite know yet. That's where he's digging in. We will give quite a bit more color on this. First of all, once we own the business, we'll give a lot more color on it. And secondly, we'll give more color and we'll give guidance in February.

So one data point, Noah, that I think is really helpful in terms of thinking about timing and why it would differ from, you know, the timeline that we saw on ADS as an example is that when you think about Stericycle and where they are in their journey, they are just completing their ERP implementation, and we think that there's reason to be cautious with respect to the pace at which we could capture synergies with this business. And Jim did a great job of articulating, you know, some of the work that's going on right now in order for us to be able to fortify our expectations and outlook. But I think that the ERP implementation journey that the Stericycle team has been on is one of the reasons that we're not at a position that we can speak to how quickly we can get there, although you know us well enough to know that we're going to move as fast as we can.

Yeah, I think that those are both very fair points and well noted on the SG&A gap. That's something we look forward to hearing more about. A minor housekeeping question. It looked like in the investing line there was an outflow of roughly $800 million in other. What was that?

Yeah, so it was about $775 million of unusual activity, and it will be disclosed specifically in the 10Q. But basically because of with the lead up to the announcement of the Stericycle acquisition, we were in a period where we had material non-public information, and we could not remarket our tax-exempt bonds to the marketplace. So we had to repurchase our own tax-exempt bonds for a short period of time. That's what that relates to. We've since already successfully remarketed the ones that have been in place or that could have gone back to the market through July, and then we have additional remarketing activity that will happen in the third quarters and fourth quarters where we expect to fully place those back into the marketplace by the end of the year.

Okay. Thank you for that. And I guess just one high-level overarching question on the business. I think it speaks to, Jim, what you got into before around the outlook. Organically, you're still continuing to deliver growth. You're seeing this kind of price-cost spread continue. The market seems to be somewhat soft volume-wise around parts of the economy, industrial. How's the strength of the consumer, and what's your view into being able to continue to get a healthy level of price and an outside spread to your cost as we get into $25 million?

Yeah, that's a great question. And I think the consumer has been pretty resilient through all of this, through COVID, through kind of the rebound, and through a bit of a -- look, it's not been a bad economy, but it just hasn't been a -- it certainly hasn't been a blockbuster economy. The consumer has been very resilient, and that's been the encouraging part. I think it shows up when you look at our kind of more small and medium businesses, which are reflected in our commercial. You know, the commercial line of business has been fairly strong for us on the volume side. Resi has been soft, but Resi is not really driven by consumer behavior. Resi has really been driven by John Morris, and John's been really working on improving margins in that line of business. The real softness has been in that temp roll-off, more industrial space. You know, if you look at our numbers, C&D has been soft, but a lot of that is just difficult comps because of the big Florida hurricane last year. Special waste has been pretty good. MSW has been quite good. So we're actually not that disappointed with flat volume, but it's just not the 2% to 3% that we kind of talked about, you know, in 2019 at the last investor day. I would tell you that the consumer seems to be resilient, seems to be fairly strong, so all of that's good for us.

Thank you very much.

One last quick point here when you talk about Stericycle. We really haven't talked that much about the operating side of this, but look, I think there's a real opportunity on the operating side. John's talked a lot about the efficiencies that we're bringing in the solid waste space, the technology that we're bringing to bear. All of that has application in the medical waste space, too, because they really run trucks the same way we run trucks.

Yep. Yep, well taken. Thank you.

Yep.

Thank you. Our next question coming from the line of Bryan Burgmeier from Citi. Your line is open.

Good morning. Thank you for taking the question. Just a couple of housekeeping items. So maybe just following up on Jerry's question. It sounds like the risk management margin headwind is going to roll off at the end of 3Q, if that's correct. And then can you provide any clarity on the tax rate for 2024? The 1Q, I think, was in the high teens, and it kind of moved into the low 20s in 2Q. What do you think we shake out for the remainder of the year?

Yeah, so what I would say is, I would describe the risk management item as a Q2 only item in terms of the magnitude of the 50 basis points headwinds because it was activity-based. It's not something that will be recurring in nature. With regard to tax rate, this is actually a little more complicated question to answer than you might anticipate. But what I would tell you is when we exited Q2, our projection for that is 22%. I'd clarify for you two important things. One is that it includes $145 million of investment tax credit benefits that we expect for the year. And if there is any change in the timing or place and service dates of our renewable natural gas facilities, you could see that change. But that's our best estimate as of right now. And then the second item is, there was a change in accounting in 2024 related to our low-income housing tax credit investment, and that actually has a slight impact on the effective tax rate because of a change in geography on the income statement. And Ed and Heather are happy to talk through that with you in more detail if you would like.

Got it. Got it. Thanks for that detail. And just one more kind of housekeeping item is there's a comment in the press release on a small write-down from waste diversion technology. I know it's not exactly material, but just for our own knowledge, what are those investments? I think there was a similar write-down last year? How many of these type of maybe venture capital style investments does WM have out there at the moment? Thank you, and I'll turn it over.

Sure. So I would tell you in terms of the portfolio, this was the largest investment of its kind that was remaining in our what you call venture capital type suite of investments. So there's not anything significant that I would tell you is looming here for similar investments. For this one in particular, it relates to the continuous investment that we had made, and you'll recall that this was all about looking for opportunities to divert MSW and see what we could do to create sustainable solutions for MSW. We continue to be focused on ensuring that we are thoughtful about what opportunities exist in the marketplace, and we were optimistic about this one, but the viability of it proved to be different than our initial expectations.

Thank you. And our next question coming from the line of Kevin Chen from CIBC. Your line is open.

Hi. Good morning, everyone. Maybe just a few questions here on the Winter Bros acquisition. Just wondering strategically, if you could just walk me through. It looks like they have some waste-to-rail assets. Just wondering if that creates a platform for other opportunities for you. I think they were also a carter for an operator in New York City as part of these commercial zones. Does that do something? And then I know it's a multi-part question here, but I guess the third part would be it looks like they also have some shredding services. I'm just wondering how that plays into your proposed acquisition of Stericycle and its shredded assets. Thank you.

Well, I'll start backwards, Kevin. I think with respect to New York City, we've been a long-term licensed Operator in New York City since the mid-'90s. So that's not the reason why Winter Bros was attracted to us. They're certainly the premier environmental service provider on Long Island. I think you hit on a couple of key things. One, it's a white space for us. It was sort of new real estate. It's not a secret that the Long Island market has got some disposal constraints that are growing at the end of this year with the planned closure of Brookhaven Landfill. They've got intermodal assets and capabilities that play very well into our network capabilities. And on top of that, the business runs really well standalone. So for us, we're really fortunate to have those folks join the WM team. They run about 150 routes out there. It's about 500 employees. So we're excited about that. In terms of the commercial waste zone thing, we've obviously followed it like a lot of other folks, but that was not reasonable for our interest in Winter Bros.

Okay. And just maybe a clarification, just those intermodal assets, does that create a platform for future? I mean, I know you have a lot on your plate now, just kind of thinking further out, or is that primarily something you'd use for kind of internalizing waste, diversion -- sorry, go ahead.

Certainly their ability to move waste off of Long Island in modes other than truck transportation was certainly something that was appealing to us, and we view that as, like I said, as some of the disposal constraints continue to grow on Long Island. Their capabilities on Long Island, in addition to the network of assets we have that can receive intermodal waste, was a key contributor in terms of the strategic outlook for us acquiring that business.

Perfect. That's it for me. Best of luck in the back half of this year.

Thank you. And our next question, coming from the line of James Schumm from TD Cowen. Your line is open.

Hey, thanks for taking my questions. Just curious on the landfill revenues are sort of just up modestly, look like the tons were mostly flat. It's just curious what you're seeing in pricing trends for landfills?

I think, you know, we talked earlier about C&D is actually positive net of the lapping of the, and the volume's continued to be strong. If you're talking about the yield spread clearly there's a little difference in our yield outlook for landfill volume this quarter versus last quarter. But that's really, that was really distinctive and showed up in one of our areas that took on a good chunk of volume, great business, but an average lower rate. And that has more to do with the geography of where the volume came in from. So we see, in terms of our overall landfill volume, they're still positive. We still see decent trends on the landfill volume side. And if you look at it from a core price standpoint, which is really what we were focused on. If you look at both the landfill and the transfer station core price, you don't see any deviation there. So we're continuing to drive value in terms of the quality of revenue we're bringing into our post collection facilities.

Yeah. James, I just to add a little bit to that, I, what John said there, I mean, sometimes it gets lost, but, but these different geographies have different rates and this happened to be a pretty big pickup about 20% pickup in MSW. And as John said, it was, it was good, very good for this area, but that area happens to have an average rate well below the average rate for the company. And that's driven by market conditions. That's driven by, by capacity competition, all of those things, this area, which picked up this, this nice bump in MSW is well below that market rate. So when you look at yield, which includes mix, the yield calculation reflects that. That's why John talks about core price because core price takes out the mix effect. Core price is essentially flat. If you look at Q2 of '23 versus Q2 of '24, essentially flat. Well, yield was down a bit and the yield was really mixed related.

And the last thing I would add is, look at our special waste volume that continued to be strong through Q2 as well. Right.

Okay, great. Thank you for that. With, with respect to R&G, there were some news reports out there that I think misled some investors a little bit. There was a report that said you could potentially sell your R&G portfolio for $3 billion. You later said you were offended by that price, which made sense to us because the price would seem way too low, but is there any color you can provide about the strategy going forward with the R&G assets, you know, given the large purchase of Stericycle now?

I'm still offended by that number. I think the way I we'd look at that is as we've said all along, this business is really a natural byproduct of our landfills. It's one that provides significant margin accretion for a strong EBITDA to free cash flow conversion. All of those good things that we like, that we talk about it. And last but certainly not least, it adds to our sustainability focus that we really made, kind of a tenant of our strategy a few years back. So all of those things are really good. We've said kind of all along, everything is for sale at a price, but I would tell you $3 billion is not that price. In fact, it's a long way from that price. So right now our focus has been those 20 plants. I talked about kind of where we are on those, and, you know, we've got two that are out there, three I guess that are out there, and we'll have another four coming online this year. We're in process of construction on all of those. As I said in kind of my extra comments to Tyler's question, almost three-quarters of that CapEx is going to be spent by the end of the year, and only 15% of the EBITDA will have been realized. So that's why 2025 and '26 really look like there's going to be a big step up there, not just from R&G, but also the recycling investments. So, again, I know the Reuters article was out there, $3 billion, anything that we own is for sale at the right price. And if somebody threw a gigantic number at us, we would look at it. But for now we're focused on building out the remainder of those 20 plants. Tara has talked about the fact that we've got potential for kind of phase 2, some of these other landfills that are not in that 20. We're evaluating those as well. We're super excited about the R&G business and the recycling rebuilds that we're doing.

Yep. That makes sense. That's clear. Thank you, guys. Appreciate it.

Yep.

Thank you. And our next question coming from the line of Stephanie Moore from Jefferies. Your line is open.

Hi. Good morning. Thank you. I do want to follow-up on maybe Tyler's question at the beginning, and I don't mean to beat a dead horse here, but I think it's important. You know, and I agree. I think, you know, Jim, you're exactly right. It's certainly a blockbuster year with 10% growth. It's really strong. I think, where we're coming from, and this is probably part of all of our problems is that we're always kind of looking for more or where you could see that kind of incremental EBITDA growth. And I think, as you alluded to and Tyler alluded to M&A seems to be a little bit better. Commodity dollars are a little bit better. The underlying business is performing well. So I think, what would be helpful is maybe if you could talk through areas where it's been a little bit maybe worse than expected or slightly negative. Obviously, we call that a little on the volume front, but anything else that suggests potentially maybe not as strong as everything else, which clearly, quite frankly firing kind of on all cylinders. So helpful there. Sorry for it's long-winded. Thank you.

No, no, no. It's a good question. Look, there's always ups and downs, puts and takes in the business. There's hardly ever, in fact, there may never be a year where every single thing we look at goes up. And you touched on the one which we've talked about a bit this morning, which is volume. Volume is softer than we expected coming into the year. We thought it would be approaching 1%. Now it's more flat, but we've offset that. And that's the encouraging part for us is not only have we offset it, but expecting 1% volume growth and 7% -- I think 7.6% was our original guidance on the EBITDA line. And now we're saying, okay, oops, volume is not going to be approaching 1%. It's going to be flat. Oh, but by the way, EBITDA is going to be 10%, approaching 10%. So while not everything is going in the right direction, and there's a couple of other things. We did mention the fact that some minor delays in some of these plants. They're minor delays, but they're not opening exactly when we said they would open. They're still, you know, the five that we committed to opening in '24 are still going to open in '24, but slightly minor delays. I think the impact of that is about $11 million negative. So that's been a negative force, but in no way, shape, or form does that indicate that we're experiencing long-term delays in these projects where we feel like we're on a really good track for construction of those plants. So, yeah, you know, there's been a couple of things. One thing that we don't talk about, for example, is the fact that when you rebuild these recycle plants, there's a shutdown cost for that. And by the way, you're shutting down in a really good commodity price environment. So that ends up in kind of a strange way being a pickup for us. As we get into 2025, there won't be as much of a shutdown cost as there was in 2024. But '24, it's why I've kind of tried to pound the table a little bit on how impressive 10% is. We've got some delays that have amounted to call it 11 million bucks. We've got some shutdown costs that are, you know, you're going to have a shutdown cost because you have to shut the plant down in order to retool it. So there are a few negatives out there. You know, could we have a higher tax rate depending on who gets in office in November? Yes. But really the only thing that to us that looks kind of negative and doesn't seem to have prospects for improvement is that kind of industrial temp roll off business. I'm not sure I see that bouncing back in 2025, but I am. That doesn't mean I'm not incredibly bullish about 2025. I just think we have to offset it just the way we've done this year.

Got it. I'll leave it at that. Thank you so much.

Yep.

Thank you. And our next question coming from the line of Toby [indiscernible]. Your line is open.

Thanks. On the acquisition front, I'm wondering if you could kind of look through the lens of the other people that you're speaking with in terms of prospects and what are the pressures they're feeling on the business over the last couple of years? You know, supply chain technology investments and some others have been pressuring them, and perhaps driving them to the table to have dialogues with yourselves and others. How do you see that currently and into next year?

I think Toby, you hit on one of them on a supply chain and we go back to that for a second. But first let's start with labor. I mean, you know, we still see pressure on a lot of those frontline contributing jobs and I'm sure that they're enduring some of the same pressure there. We've been fortunate and had the capacity to really make some big changes in terms of wages and overall comp packages, etc. And you're seeing it show up in our turnover, which reduces training, improves safety, reduces our labor, etc. I'm sure that's one area where they're seeing pressure. I think there's still a little bit of overhang. You talk to some of these folks on the supply chain side where they've got to recapitalize their fleet or their business. That cost is certainly not getting any cheaper. So those are a few areas we think about when we're seeing some of this activity. But I think Jim really hit on something that was important. I mean, the pipeline is strong. You know, we're on track probably to finish around a $1billion-plus of tuck in acquisitions. We've got obviously three quarters of that done already, but we've continued to be disciplined and make sure that we're, we're filling in white space or buying assets and companies in areas where we see real growth opportunities. And that's why you hear about Arizona, Texas, the Carolinas, Florida, etc.

I want to dig into something you said, can the labor expense trend and that decelerating growth related to, you know, retention and less training expense, et cetera. Can that momentum continue into next year?

Well, I think I would, I would tell you is, is if you look at our labor trend over the last handful of quarters, it's certainly trended through Q2 and it's a handful of things. It's lower turnover. That leads to some of that labor pressure, easy, right? You're, you're hiring less people. You're training less people. Your efficiency is naturally better with someone who's experienced behind the wheel of a vehicle as is your safety performance. And that's why you continue to hear us talk about it. And the fact that we're, you know, hovering in the, in the, in the high teens for turnover, not only is that low considering what we were dealing with post COVID, but those are historic lows. So we're going to continue to stay intently focused on that. Cause that is driving the labor benefit.

Well, in addition, sorry, I was just going to say, in addition to what John said there, you know, we, we still have call it 50% of the, the way to go on our conversion from rear load to ASL. And in just about every one of those cases, you have a labor benefit. Well, in every case you have a labor benefit. In most cases, you have a labor benefit because you don't have a helper on the back of that truck. So that helper comes off, but at the same time you're picking up 30% more homes with an automated side loader versus a rear loader. So in addition to the technology that John and team have brought on board that, that is producing efficiency growth in these lines of business and, and you know, technology driven pickup, you also get this, this pickup when you're shifting from manual collection to automated collection.

So the last point I would make on that is we've talked over the last two-plus years about reducing some of the labor intensity from those frontline individual contributor roles that are getting harder to fill and more expensive. You know, we're closing in on 2000 of those positions that we don't need to fill anymore. And we'll be over 2000, call it 2200 to 2300 by the end of the year. And we're approaching sort of the halfway point of what we projected that we could remove the need for as many as 5,000 of those roles. And those are really frontline contributor roles. And again, it's important. It's not like we're walking a single person out the door. Those are folks who are not necessarily lined up anymore to come in the front door. And we're finding ways to use technology and automation to, to replace that.

Thank you very much.

Thank you. And our next question coming from the line of David Manson [ph] from Baird. Your line is open.

Hi, good morning. Thank you for the time. Relative to your strategic intent. For Stericycle, about a third of what you're planning to acquire is document destruction. Could you provide some thoughts on how shredded fits in the WM portfolio?

Yeah. Look, I think the shredded business, we look at that as being complimentary to our own recycling business. It, it wasn't a reason to buy stair cycle, but it certainly wasn't a reason to not buy Stericycle either. I think there, you know, the automation that the terrorists talked about coming into those plants can really be a benefit to the Stericycle business. And by the way, the fact that we're. We're the biggest recycler out there is it matters to size matters in this respect. So we're able to potentially command a better price that we get paid for our material than might a smaller customer of, of those companies like a stair cycle. We process a lot of paper in addition to other commodities. So, so I think there's a couple of places where we really feel like this is going to where we can bring expertise, but we also bring size, which, which makes a difference on, on potentially on price.

And you made the point earlier, Jim, it's routes and customers. It's worth line of business, got a lot of similarities to what we already do in our three collection lines of business. And that's an opportunity for us to get under the covers here. Once we, once we get to that point.

Yep. Thank you. Best of luck.

Thank you.

Thank you. And our next question coming from the line of Brian Butler from Stifel. Your line is open.

Hey, thanks for squeezing me in. I'll try to just make it quick. Most of my questions have been answered just on that, that thought about kind of document destruction, Stericycle, you know, as well as the document destruction. There's also a handful of assets internationally. What are your thoughts on the international assets? Is it just going to keep those and run them? Or is that an opportunity for growth that you're looking at? Or, or maybe is that really more of a divestiture scenario?

So, as Jim said on the document destruction side, you know, it certainly wasn't the reason to buy Stericycle, but it's also not something that we're looking at from a divestiture perspective. I would tell you that when we think about the, the role that their international footprint can play for WM, we've always been intentional about keeping our eye on the U.K. in particular, with respect to traction that they get from a sustainability and recycling perspective. And we've done that more from afar. And this gives us a more active position in an important market to be sure that we're keeping pace with sustainability objectives, more broadly.

Excellent question, Michael. I mean, Brian, sorry.

That's a compliment. I'll take it. I'll leave it there though. Thank you very much.

You bet.

Thank you. Now, next question coming from the line of Sabahat Khan from RBC. Your line is open.

Great. Thanks. So just one, one on my part, I'm afraid a lot of color on just your optimism on '25, you know, as you think about next year, you're able to share maybe some color on, are there, you know, maybe it's the cyclical side of the volume market that might be picking up some areas of improvement. Is it the pricing that you have some visibility? If you can maybe just hash out to the extent possible on, you know, what's driving the optimism on '25, as you, as you head into the back end of this year. Thanks.

Yeah. I mean, it's, you know, we're, we're just in end of July here. So it's a little bit hard to say. I did say that. I don't, I can't tell you I'm super optimistic about the industrial side of, of the business, the roll off side. But by the way, I mean, you know, there's kind of no room to the only direction is up on that business. At this point, it's been pretty soft. But everything else seems to be, I think pretty good. Pricing is, is, you know, something we're, we're pretty good at. And, and, and we use data and analytics, I think quite well as we, as we implement, you know, kind of our -- our pricing changes. So I don't, I don't see any reason to, to, to be concerned about pricing for next year. Volume itself. We'll know a bit more as we get to, you know, get closer to 25 and how the overall kind of economy is, what's the, what the economy is going to look like. But look, I, I think, I think roll off is, is, you know, I don't think it's going to be worse. Commercial is a, one of the early questions was about the consumer. I think the consumer looks pretty strong and I don't see any reason why the consumer won't continue to be strong next year. And then, you know, look, we're adding a business in Stericycle that we do think has a, a stronger growth trajectory, even in the solid waste business, just by nature of where they're, where they are. So I, I'm, you know, fairly encouraged by the volume outlook, but I'll, I'll be able to tell you more as we get closer.

The only, the only other thing I would add is 2025 really should be a big year for us and the sustainability related investment, seeing them roll through. Jim mentioned the seven of the 20 plans that will be online by the end of '24 will represent roughly 30% of our, our EBITDA of the $510 million that we had had told you about. And we have a similar story on the recycling plants, and we should get a bit of a tailwind from the shutdown costs that we've been incurring in 2024. So a lot of momentum, I would say on the sustainability investment side.

Great. Thanks very much for the color.

You bet.

Thank you. And I'm showing no further questions in the queue at this time. I will now turn the call back over to Mr. Jim Fish, President and CEO for any closing remarks.

Okay, well, thank you all for your questions this morning. I hope we gave a sufficient amount of color and we're able to demonstrate our, our reasons for our optimism, both for this year and for the coming years beyond '24. So thanks again for joining us, and we look forward to talking to you next quarter.

Ladies and gentlemen, that does our conference for today. Thank you for your participation. You may now disconnect.