Ed Egl - Director-Investor Relations David P. Steiner - President, Chief Executive Officer & Director James C.

Fish - Chief Financial Officer & Executive Vice President James E. Trevathan - Chief Operating Officer & Executive Vice President

Alex Ovshey - Goldman Sachs & Co. Joe G.

Box - KeyBanc Capital Markets, Inc. Corey Greendale - First Analysis Securities Corp.

Al Kaschalk - Wedbush Securities, Inc. Patrick Tyler Brown - Raymond James & Associates, Inc.

Michael E. Hoffman - Stifel, Nicolaus & Co., Inc.

Scott J. Levine - Imperial Capital LLC Barbara Noverini - Morningstar Research

Thank you, Janisha. Good morning, everyone, and thank you for joining us for our Fourth Quarter 2014 Earnings Conference Call.

With me this morning are David Steiner, President and Chief Executive Officer; Jim Fish, Executive Vice President and Chief Financial Officer; and Jim Trevathan, Executive Vice President and Chief Operating Officer. Before we get started, please note that we have filed a Form 8-K this morning that includes the earnings press release and is available on our website at www.wm.com.

The Form 8-K, the press release and the schedules to 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.

Such 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 10-K.

David and Jim will discuss our results in the areas of yield and volume, which unless otherwise stated, are more specifically references to internal revenue growth or IRG from yield or volume. Additionally, any comparisons unless otherwise stated, will be with the fourth quarter of 2013.

During the call, David and Jim will discuss our earnings per diluted share, which they may refer to as EPS or earnings per share. David and Jim will also address operating EBITDA and operating EBITDA margin as defined in the earnings press release and Form 8-K filed today.

EPS, effective tax rate, income from operations, income from operations margin, operating EBITDA, operating EBITDA margin, SG&A and SG&A as a percent revenue results discussed in the call have been adjusted, and EPS projections are anticipated to be adjusted to include items that management believe do not reflect our fundamental business performance or not indicative of our results of operations. These measures, in addition to free cash flow, are non-GAAP measures.

Please refer to our earnings press release footnote and schedules to the Form 8-K filed today, 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. This call is being recorded and will be available 24 hours a day beginning approximately 1:00 P.M.

Eastern Time today until 5:00 P.M. Eastern Time on March 3.

To hear a replay of the call over the Internet, access the Waste Management website at www.wm.com. To hear a telephonic replay of the call, dial 855-859-2056 and enter reservation code 64356817.

Time-sensitive information provided during today's call, which is occurring on February 17, 2015, 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 Waste Management is prohibited.

Now, I'll turn the call over to Waste Management's President and CEO, David Steiner.

Thanks, Ed, and good morning from Houston. 2014 was a very good year for us.

Our primary goals for the year were to continue to drive core price and focus on cost controls to drive growth in earnings, margins and free cash flow. We exceeded all of our goals, and we expect the momentum that we created to carry over into 2015.

In 2014, we achieved our highest adjusted earnings per share ever. And our traditional solid waste business grew income operation and operating EBITDA, and expanded margins in both of these measures.

For the full year of 2014, we achieved earnings per share of $2.48 and had total free cash flow of $3.4 billion. If we adjust free cash flow for divestiture proceeds and an approximate $210 million overpayment of taxes, we produced approximately $1.4 billion of free cash flow.

During 2014, we set the stage for increasing shareholder value by selling our Wheelabrator operations and operations in Puerto Rico and Eastern Canada for proceeds of about $2 billion. Those assets, primarily Wheelabrator, accounted for about $0.18 of earnings per share and $231 million of operating EBITDA in 2014.

In 2015, we expect to be able to enter into acquisition agreement to replace most, if not all, of that amount. However, we will be disciplined in our approach to buying an asset.

We want to buy assets that fit within our business at prices that are accretive to our current trading multiple. We believe that by being patient and disciplined we can replace the divested operating EBITDA at a multiple of about seven times, which would leave us about $400 million of proceeds from our Wheelabrator divestiture to apply the share buybacks or other accretive tuck-in acquisitions.

Combined with our strong operating free cash flow, we believe that we can apply significant cash to both of these areas, while maintaining a strong balance sheet. Although we believe that we will identify acquisition targets by midyear, given timing uncertainty of both negotiations and any necessary regulatory approvals, our guidance assumes that we will not close any acquisitions in 2015, other than the previously announced acquisition of Deffenbaugh Disposal and our normal tuck-in acquisitions.

We will also hold off on any significant share repurchases until we get a better feel for which acquisitions we'll be able to close and at what price. We would expect that by midyear, we'll be in a good position to begin to buy back shares, and we would expect to buy back enough shares to at least offset any 2015 dilution.

Of course, we'll buy back more if we cannot identify attractive acquisition targets at reasonable prices. Turning back to our operations.

Our pricing programs continued to drive earnings growth and margin expansion. At the beginning of 2014, we expected yields to be approximately 2% for the full year, and we exceeded that target.

For the full year, our collection and disposal core price was 4%, with yields of 2.3%. We've now seen seven consecutive quarters with yield of 2% or greater.

Each of our lines of business had positive yield for the full year, with the exception of landfill C&D. For the full year, core price in the commercial line of business was 6.2%; industrial was 8.1%; and we saw 1.8% in landfills.

This has had some effect on volumes, but we continue to see the tradeoff as positive, as the operating margin in our traditional solid waste business was up 130 basis points. Our pricing team in areas have done a fantastic job, and they have plans in place to continue that success in 2015.

For 2015, we expect that internal revenue growth from yield should again be 2% or more and for core price to be about 3.8%. Core price is more representative of our pricing activities because yield includes geographic and waste stream mix.

Ultimately, we're focused on using price to drive dollars to our bottom line and core price best estimates the bottom-line impact of pricing. At 3.8% or higher, core pricing will once again drive margin expansion in 2015.

As for volumes, we're starting to see some underlying positive trends. For the full year, our volume was a negative 1.4%, right about where we expected it to be.

However, since the fourth quarter of 2013, we've seen a sequential improvement in volumes, culminating with the fourth quarter being the best volume quarter of 2014 at negative 0.8%. We also saw volumes in every line of business improve sequentially from the third quarter of 2014.

We certainly are encouraged to see movements in the right direction. For instance, volume losses in both commercial yards and residential owned service gradually improved during 2014.

While we're not ready to say that 2015 will have positive volumes, we do see improvement in 2015 such that volume should be between a negative 0.5% and flat for the full year. Of course, as recent storms on the East Coast demonstrate, our first quarter volumes can be affected by weather, but underlying trends have improved.

So the price and volume trade-off continues to be very positive for the full year as the company's income from operations grew more than 10% and our income from operations margin grew 190 basis points. In addition, operating EBITDA increased 4% and operating EBITDA margins increased 140 basis points to 25.9%.

We achieved those results despite a negative $0.02 per share impact to 2014 EPS from foreign currency translation, due to the impact of the strengthening dollar on our Canadian operations. On the recycling front, our operations performed well in the face of declining commodity prices.

For the full year, our recycling line of business increased about $0.03 per share when compared to 2013. This improvement was driven by better operating cost performance, offsetting a more than 5% decline in OCC prices.

Our managers did a great job managing their rebates and costs, as commodity prices declined throughout the year. Until recently, we had expected our recycling operations to remain flat in 2015.

However, the recent slowdown in Western U.S. ports has had a dramatic effect on the movement of commodities overseas.

We would join with others to encourage the federal government to take a more active role in the slowdown, which is not only having an effect on commodity prices, but on the entire U.S. economy.

Lower demand out of China has also affected commodity prices. In the last few weeks, we've seen another drop in commodity prices such that we now expect recycling to have a negative effect on 2015 earnings of between $0.03 and $0.05 per share.

That assumes that we do not see another drop in commodity prices, and given current uncertainty in the market, that's certainly possible. In the face of weaker commodity prices, we must continue to take actions to ensure the viability of recycling over the long-term.

Jim will talk about some of the specific actions to improve our recycling operations. Turning to free cash flow.

Our 2014 guidance was $1.4 billion to $1.5 billion, and we generated $3.4 billion of free cash flow in 2014. However, we had two fourth quarter events that we would adjust out to get a more normalized free cash flow number.

First was our sale of Wheelabrator; second, we overpaid about $210 million of 2014 cash taxes that will directly reduce 2015 cash tax requirements. Jim will go into more detail, but absent these actions, 2014 free cash flow would have been about $1.4 billion.

We expect that free cash flow will once again be between $1.4 billion and $1.5 billion in 2015, as we continue to focus on disciplined capital spending and driving earnings growth in our core business. Cash flow could be even higher if we're able to close any acquisitions to replace our Wheelabrator EBITDA, other than Deffenbaugh.

So 2015 will be a transition year in which we continue our pricing and cost efforts, while focusing on redeploying our Wheelabrator proceeds. Nevertheless, our guidance of full year adjusted EPS of between $2.48 and $2.55 represents an increase of between 8% and 11% when 2014 is adjusted for divestiture earnings, which is in line with our long-term target for EPS growth of between 8% and 12%.

Free cash flow is expected to be robust. And our redeployment of Wheelabrator proceeds will set the stage for accelerated earnings and free cash flow growth in 2016.

I'll now turn the call over to Jim to discuss our fourth quarter results and our 2015 outlook in more detail.

Thanks, David. I will review the results for the fourth quarter and expectations for 2015.

First, SG&A cost discipline has been a major focus for the company in the past year. At the beginning of 2014, we expected that SG&A dollars would be flat when compared to 2013 and that SG&A margin would improve.

The results for SG&A in 2014 were better than we expected. I'm pleased with the overall results as SG&A costs for the full year improved almost $40 million to $1.43 billion and improved as a percent of revenue by 30 basis points to 10.2%.

For the fourth quarter, SG&A costs were $376 million, essentially flat compared to 2013. As a percent of revenue, SG&A costs rose 20 basis points to 10.9%.

In the fourth quarter, we saw approximately $18 million in SG&A savings from our third quarter restructuring. These savings were offset by increases to long-term incentive compensation accruals and certain legal settlements.

These settlements not only affected SG&A, but they also reduced free cash flow by almost $30 million. Without these accruals, SG&A expense as a percent of revenue would have been 10.3% in the fourth quarter.

Based on preliminary information, for January we saw SG&A expenses improve $10 million when compared to January of 2014 on a base of $124 million. This is a good start to the year.

And for 2015, we anticipate saving $60 million from the restructuring and thus we expect SG&A as a percent of revenue to be below 10% for the full year. Turning to cash flow.

For the full year, we generated $3.4 billion of free cash flow. Without the divestitures and overpayment of cash taxes that David mentioned, free cash flow would have been about $1.4 billion.

The $210 million of tax overpayments is composed of two parts. First, because passage of the tax extenders legislation was after our fourth quarter estimated tax payment had been made, the approximately $60 million cash tax benefit of bonus depreciation was not reflected in our cash tax calculations for 2014.

The $60 million will result in a cash tax reduction in 2015. The remaining $150 million of overpayment relates to comparing our actual tax provision to the payments made throughout the year.

Our estimates changed late in the year because of the close date of the Wheelabrator transaction and the impacts from impairments. Therefore, we ended the year in an overpaid position.

This will be a free cash flow benefit in 2015, but will be largely offset by free cash flow from divested operations. For the fourth quarter, we returned $172 million to our shareholders through our dividend.

For the full year 2014, we returned about $1.3 billion to our shareholders, consisting of $693 million in dividends and share repurchases of $600 million. Our board has indicated its intention to increase dividends in 2015 by 2.7% to $1.54 per share on an annual basis.

This is the 12th consecutive year of increasing the dividend. For 2015, our anticipated annual dividends will result in approximately $700 million being returned to our shareholders.

We also have authorization from our Board of Directors to repurchase $1 billion of our shares. However as David mentioned, our preference is to replace the divested operating EBITDA from Wheelabrator at attractive multiples before we repurchase shares.

We believe we can accomplish this in 2015. At a minimum however, we would expect to be in the market repurchasing shares in the back half of the year to offset dilution.

During 2015, we expect capital expenditures of approximately $1.2 billion to $1.3 billion and free cash flow in 2015 is expected to be between $1.4 billion and $1.5 billion. Looking at internal revenue growth for the total company in the fourth quarter, our collection and disposal core price was 3.9% and yield was 2%, with volumes declining 0.8% for an organic revenue growth of 1.2%.

This led to total company income from operations growing $54 million, operating income margin expanding 190 basis points, operating EBITDA growing $34 million, and operating EBITDA margin growing 140 basis points. Our collection lines of business continue to see the benefit of the price/volume tradeoff.

Our commercial core price was 6% with yield of 3.9%. Our industrial core price was 8% with yield of 3.7%.

And residential achieved 2.1% core price and 1.1% yield. Overall, collection core price was 5.1% and yield was 2.8%, with volumes declining 2.5%.

The volume change was 110-basis-point improvement from the third quarter. This core price and volume led to income from operations growing $16 million and margin expanding 130 basis points.

In the landfill line of business, we saw the benefits of both positive volume and positive yield in the fourth quarter, just as we have all year. We saw same-store average MSW rates increase year-over-year for the eighth consecutive quarter, up 1.3% from Q4 of 2013.

This also was the highest fourth quarter MSW rate that we've seen since 1998. Total landfill volumes increased 6.4%.

Combined special waste and revenue-generating cover volumes were a positive 8.9%. MSW volumes grew by 6.5% and C&D volume grew 17.7%.

This led to income from operations growing $13 million, which is the seventh consecutive quarter of growth. Margins grew 80 basis points.

Turning to recycling. As David mentioned, we need to further our current actions to ensure the long-term viability of recycling.

When we look at recycling, we look at three phases: inbound product, processing, and outbound product. With respect to inbound product, we will be more aggressive in setting contractual limitations on contamination levels and impose contractual remedies for contamination in excess of such limitations.

Contamination above 10% leaves to higher processing costs, and we need to continue to get assurances from our customers that they will either give us clean material or compensate us for higher processing costs. This will ensure that we only pay a rebate for the net volumes produced and not pay our customers for residue.

Glass has always been a difficult commodity to recycle and an economic challenge. Unlike other recycled materials, recycled glass must compete with an abundant supply of virgin materials.

As a result, glass recycling does not provide the same environmental benefits to the society and it's always been financially challenging for recyclers. In addition, glass is difficult to handle, hard on equipment, and as of today, only one company takes recycled glass for MRFs, so our options are significantly limited.

With most commodities, we get paid to deliver recycled materials. Glass is the only commodity where we aren't paid for the outbound product.

We actually have to pay to send it to a processor. We certainly recognize that our cities and communities want to divert glass because it is the second largest recyclable by weight.

But given the many challenges associated with glass, we need to charge extra if a customer wants to recycle. Next, with respect to processing costs, we need to take a stronger stance to ensure that we recover our full processing costs.

Processing costs increased due to circumstances beyond our control like the Chinese Green Fence. We need to recover those costs.

So as we've said in the past, our strategy in pricing our recycle business is to recover our processing costs before we split the commodity value. Our contracts will also contain force majeure language to cover increases in processing costs beyond our control, and if our processing costs are higher than the commodity values, our customers will have to pay for the difference.

With respect to outbound volumes, we need to ensure that our customers are paid their rebates based upon the rate we receive per tons sold and not on an indexed price that may or may not reflect reality. Finally, we need force majeure language for issues like the current port slowdown that can affect prices for commodities.

These actions will support the long-term financial viability of recycling, which will not only benefit Waste Management, but will also benefit the environment and our customers by motivating us to continue investing in our recycling assets. Moving now to operating expenses.

These expenses improved by $97 million in the fourth quarter and $110 million for the full year. For the full year, $50.5 million of savings were for costs associated with recently divested businesses.

On a component cost basis, fuel costs for the year improved by $47 million. As fuel surcharge levels declined with diesel prices, it will have a dampening impact on revenue, but will continue to benefit margins.

As a percent of revenue, operating expenses in the fourth quarter improved 170 basis points to 63.1%. For the full year, operating expenses as a percent of revenue improved 90 basis points to 64.3%.

In 2014, our focus on improving operating costs saw significant traction, and we expect that improvement to continue into 2015. Finally, looking at our financial metrics.

At the end of the fourth quarter, our weighted average cost of debt was 4.91%. The floating rate portion of our total debt portfolio was 9% at the end of the quarter.

The decline in the floating rate portion of our debt from the third quarter relates to the repayment of outstanding borrowings under our revolving credit facility. Lastly, in January, we redeemed three series of senior notes with a weighted average coupon rate of 7% and paid the related make-whole premium.

We used proceeds from the Wheelabrator divestiture to fund this transaction, pending consideration of potential debt refinancing options. The reported effective tax rate was approximately 0.3% in the fourth quarter and 23.6% for the full year.

The rates were lower than our expected rate of 35%, primarily due to the tax implications of divestitures. The tax benefit from divestitures is removed from our as adjusted results.

We did include in our as adjusted earnings per share a $0.02 per share tax benefit from adjustments to accruals and related deferred taxes and audit settlements. Adjusting a recorded rate for such items would have resulted in a rate of approximately 33%.

In conclusion, 2014 was a very good year for Waste Management, as our employees did a great job of focusing on pricing, cost and cost controls. And for that, I want to say thank you.

We were also able to successfully divest several operations in the year, which serves to both refocus the company on the core business and generate significant proceeds. As David mentioned, we will look to put those proceeds to work in 2015 with the intention of replacing the Wheelabrator operating EBITDA by early 2016.

We're excited for continued growth in 2015 and look to accelerate that growth into 2016 and beyond. And with that, Janisha, let's open the line for questions.

Thank you. Good morning, guys.

Good morning.

Good morning, Alex.

On the cost saves, you talked about $60 million benefit on the SG&A line. Is there any target for the cost of goods line for 2015 and expected cost saves from the cost initiatives you have in place right now?

Well, the cost of goods sold line, we certainly have seen an improvement in that line as we've taken some aggressive steps, but I don't have an exact number for you there, Alex. I think we can get something to you though.

But the key, Alex, is that as we manage those rebates better, our cost of goods sold as a percent of the commodity price that we achieve continues to improve. And so, we would expect that to continue to improve in 2015.

As Jim said, we got to take some steps to really fix the recycling business because if you look at not just at Waste Management, but across the entire recycling industry, you're seeing a divestment in recycling assets. And so, for the benefit not just of Waste Management, but I think for the viability of recycling in the United States, we have to have some core fundamental changes that Jim described to make the business long-term viable.

Makes sense, David. And on the Deffenbaugh acquisition, can you say when you expect that to close?

And what you expect the contribution should be to the 2015 earnings number?

Yes. We'll give the contribution number once we actually close it.

And we would expect to be able to close it likely within the next 30 days.

Very good. Thank you.

I'll turn it over.

Thank you.

Hey. Good morning, guys.

Good morning.

Good morning, Joe.

So Jim, thanks for the rundown on the recycling business. I guess I'm just curious what your guys' views are on the market.

If you look a couple years out, let's say hypothetically, commodity prices remain at this low level. I know a lot of operators are kind of intermingled with their businesses.

So if you start to see guys really struggle in the recycling space, what is this space look like a couple years from now and how does that impact you?

So Joe, as David mentioned in his script, I mean, we've done a good job of compensating for some of this price declines. In fact, he said that we just recently changed to this 3% to 5% negative guidance and that was because for the month of January, we felt pretty good about compensating for what was, at the time, about a $10 decline in pricing.

We've seen an additional decline in February and hence the negative guidance for recycling. As far as what it looks like going forward, boy, we have not been real successful in projecting the outlook for recycling over years.

So the only thing we can do to control that is take an aggressive stance on changing these contracts and then take a tough stance on cost control. Projecting the commodity price is something we haven't been very adept at.

And Joe, again, look, the viability of recycling is, at its core, very simple. You sell the commodity for a certain price, right.

In the past, what the industry has done is said we'll sell the commodity for a certain price and then whatever our processing cost is we'll be able to pocket the difference. The reality is as commodity prices have come down, you got instances where our processing cost is higher than what we are selling the commodity for.

And so you can't have the business model where it says we'll sell the commodity, split the proceeds and hopefully cover our operating costs. The way we're changing the contracts is to say: look, we are going to recover our operating costs, whatever those might be and however those might be affected by things that we can't control like the Chinese Green Fence.

So we're going to recover our processing costs. And if we're able to sell the commodity for more than our processing costs, then we'll split the proceeds with the customer.

If our processing costs are higher than what we can sell the commodities for, we're going to have to charge our customers in order to recycle. And that's the only way that we can make recycling viable for the long-term.

Joe, we might add one other quick point and that's that the commodities that are being recycled over the long-term we think need to change. An example is the substantial city in Pennsylvania that just announced not recycling glass in the future.

They recognize that the value of recycling the material is just not just positive. There's no real market for it, and they've decided not recycle glass.

They made that announcement earlier this week. So that's a positive sign for us.

Great. I appreciate the color on that.

Can you guys talk about your coal ash business, maybe how it's different versus some of your other peers? And then I've seen a couple of awards for coal ash to be shipped to some of your landfills.

I'm just curious what the quoting pipeline looks like right now for coal ash? Are utilities starting to look at remediating old surface impoundments outside of South Carolina and North Carolina?

Or is it still too soon to start thinking about that?

Yes. It's really too soon.

We need to really try to put numbers around the coal ash. But what I'd tell you, Joe, is that we saw this coming three years ago, two-and-a-half years ago when the regulations were first proposed and we've been out in front of customers trying to work on solutions ever since.

And so, we're not new to the party here. We've been doing it for a long time.

We've developed those customer relationships, and so we would expect to do – I mean, to the extent that there is revenue generated from the new coal ash regulations, we would expect to get more than our fair share.

Thanks for the color, guys. Take care.

Thank you.

Hey, good morning.

Good morning.

First, I had more of a historical question. So you touched on the cost of ops.

I'm not sure that I have a complete grasp of why the cost of ops was down so much. So I know that press release cites divestitures.

I think Wheelabrator wasn't divested to the very end of the quarter. So could you just maybe elaborate a little bit on what drove the strong improvement in cost of ops both on a dollar basis and as a percent of revenue?

Yes. I think there were a couple things that drove the cost of operations down.

First of all, we've taken a tough stance on – but the right stance to take on managing labor in operations. That will continue going forward.

We've used some routing technology and that has started to bear some fruit. Additionally, of course, as everyone knows, fuel prices affect the cost of operations.

And so while you see it coming off of the operating expense line, you'll also see it coming off the top line in the form of a fuel surcharge.

Yes, Corey, Jim Trevathan here. We're about halfway through at implementing our, what we call, service delivery optimization: the onboard computers that we put on all of our routed trucks and getting the value out of those through the routing tools that Jim mentioned.

And the labor reductions, we've done a much better job recently at getting both labor and routes out as volume changes have occurred. And you see the results of that, in addition to fuel.

So Jim or Jim then, if you look at the 2015 guidance, you said you expect SG&A to be below 10% of revenue. Can you get some sense of what cost of ops assumption is baked into the guidance?

Gosh, cost of operations, look, I think for 2015 operating costs, we expect that we will be able to continue the progress we've made in 2014. I don't see a big increase in OpEx as a percent of revenue.

Yes, we would expect to see some modest improvement in costs as a percent of revenue. The big issue that we've got is volume, right.

I mean, I think you all know that the ability to leverage costs from new commercial volumes is dramatic. We haven't seen commercial volumes turn positive.

So we would expect to see some modest improvement in cost of operations as a percent of revenue, but we'll really see that improve as we start to see commercial volumes pick up in 2015 going through 2016. And then, we'd also expect to continue to see improvement in our operating costs at the recycling line.

So we'll see some modest improvement in operating costs. As Jim said, we'll see some good improvement on SG&A.

So we should see that 100 basis point plus improvement to margins next year.

Okay. Great.

And then, David, to your point on volume, first of all, I think you made a comment about storms in the East. Does that suggest that we should be expecting a somewhat softer than the trend line on volume in Q1?

And then, the comment you just made about lines improving on the commercial side. Does that suggest that you think overall volumes could go positive at some point during 2015 and then in 2016?

Yes. I wouldn't be surprised at all to see at the back half of 2015 that we start to see the trend line turning positive from a volume point of view.

Probably not till later in the year, but given what we've seen from the economy and housing starts, I wouldn't be surprised to see that at all coming out of 2015 and into 2016. With respect to the first quarter, no look, we see volume reports on a very frequent basis.

You've seen a little bit of a drop-off in volumes, but as you know, sometimes those volumes bounce back real quickly in March because of the weather. So no, we're not trying to say that we will definitely see down volumes in the first quarter.

But given what you all, particularly up on the East Coast, in Boston and other parts of the East Coast, what you're going through, we just wanted to make sure that everybody understands that you really can't judge the full year by first quarter volumes.

Yes. Understood.

Thank you.

Thank you.

Good morning.

Good morning, Al.

I just wanted to follow up on the volume question. It just strikes me as, I don't know if it's sending out a warning sign or what, but you guys are collecting trash, so I don't think, the weather has never stopped you before, so what's behind the comment, David?

There is absolutely nothing behind that comment, other than the fact that we say it every year, which is when you start to see the seasonal uptick from March through June, we'll get a real good feel for the prior question, which is will we see positive volumes in the back half of the year. But the only point we're making is that we're not going to make any assumptions on full year volumes based on the first quarter because the first quarter always has a weather impact.

Great. And then on the volume side again, just what's ticking higher better than your expectations?

Because I would have thought the volume guidance range would have been a little bit wider than 50 basis points to flat. In other words, closer to the down 1% to flat.

So what's ticking up for you? And obviously, it showed up in the fourth quarter as well.

Yes. Look, when we look across the various lines, let's take them one line at a time.

On the commercial line, we're seeing net service increases improve. We're seeing pounds per yard improve.

And I think we're seeing generally sort of overall economic improvement, whether it's new business starts or new housing starts. And so we've been waiting for the pick-up in commercial volumes for a long time.

And I guess for the first time in the last three years, what I would say is we're pretty optimistic they're going to improve. Now, we're not going to try to say they're going to turn positive in 2015.

But we haven't said in three years that we're pretty optimistic that they're going to improve in 2015. On the industrial line, again looking at the general economy, looking at housing starts, that's all good.

A big part of our industrial line is our energy services, and I think everybody would acknowledge that energy services is a big question mark for 2015. But we've done a spectacular job in energy services of increasing our market share where we have assets.

And so, we expect to see increased market share at least partially offset some of the volumes on the industrial line of business. So we're fairly positive there.

On the residential side, we've lost a lot of residential contracts in the last few years, some of those intentionally, some of those not intentionally. And so the contracts that we wanted to lose on the residential side, we've basically gone through those.

And so we should start to see some year-over-year at least a decline or an improvement in the rate of decline on the residential line. And then finally, looking at our national account business, again the national accounts that we wanted to lose, we've lost.

We've got some, what I'd call, low-margin national accounts that we'll still look at in 2015, but we would expect our national account volume to begin to stabilize and grow toward the back half of 2015. So what I would say is that overall, we're very optimistic that we're going to see an improvement in volumes.

Look, you're absolutely right about the 50 basis points. Is that a narrow range, yes, it's a narrow range.

But what we really wanted to impart was that we're seeing volumes moving back closer to flat. And again going back to the prior question, we would expect them to actually start to turn positive toward the back half of the year.

And so we gave that narrow range because we didn't want people to think they were going to turn positive, so you've got to start out with flat. And we wanted people to know that we think they're improving.

So we didn't want to say negative 1%. So the point of going 50 basis points, I think it's a great question.

The point is we wanted to impart that we're seeing improvement, but we're not ready quite yet to call positive volumes for 2015.

Al, I think the fact that a lot of that volume growth is coming on the collections side of the business highlights why it's so important on operating expense to really make sure that we continue with the efforts that Jim has put into place to really improve our operating expense as a percent of revenue, because as you know from 2014, really for us not a great year on collection volumes, a decent year on landfill volumes. But collection volumes come with a bit higher operating cost as a percent of revenue.

So it is very important for us that we continue those efforts on the OpEx side.

And that was, sorry Jim, that was to drive or recover collection volumes to gain the operating leverage, was that the point?

Right. As we see collection volumes start to improve, which was what we've seen with 110 basis point improvement sequentially from Q3 to Q4, we need to make sure that we have all of the pieces in place operating-wise to control costs.

Collection volumes have a higher operating cost, variable operating cost than do landfill volumes. So we feel good about going into 2015 with those pieces in place.

Okay. And finally, if I may, I don't know if I heard correctly what the benefit in Q4 was on fuel, but what maybe have you baked into 2015 whether that's a dollar volume or a dollar level or versus margin benefit?

And then secondly in regards to that, how do you expect the competitors to react, particularly in the highly competitive markets, on this lower fuel price because isn't that simply an incentive for them to perhaps even lower price? So do you see that as a particular option?

And then finally, I think, David, congratulations to you on this past weekend's performance. Thanks.

So setting aside that congratulations, let me address the – we beat you to it. Let me address the first question, Al.

Look, as far as fuel goes – I mean, look, large price declines as we've seen recently, large price spikes, put us into an under-recovery or over-recovery position. Large price declines put us into an over-recovery position.

But over time, our fuel surcharge program fully recovers cost increases for us. So for the most part, we're generally agnostic with respect to the price of fuel.

In 2015, we expect there would be a slight benefit to margin, maybe 10 basis points from lower fuel cost. But for the most parts, we would expect that that fuel surcharge, which has a lag to it, will catch up and we'll be in kind of a full recovery position where we aren't over-recovering or under-recovering depending on the direction of fuel.

And to the competitive question, I think generally what we've seen in declining fuel markets is that the competition doesn't generally take that as an opportunity to go out and lower price. They take it as an opportunity to improve their bottom line.

And the other part is that, for the most part, our largest competitors also have a fuel surcharge, so it shouldn't have any difference to them whatsoever.

Thank you, David and Jim.

Thank you.

Hey. Good morning, guys.

Good morning.

Hey. Jim, just at a very high level, can you just kind of bridge the $2.4 billion in pro forma operating cash flow to the midpoint here in 2015 to $2.7 billion?

I mean, I'm just kind of looking for the big puts and takes. I mean, presumably, you've got a drag from commodities, FX, but then you do have some offsets with Deffenbaugh, the tuck-ins, internal growth, the cash taxes, et cetera.

But just trying to help us understand the components of that $300 million?

Yes. So as you said, there's going to be a number of pluses and minuses there.

On the minus side, as we talked about, we've got some recycling challenges potentially. We have a little bit of added capital expenditures versus where we finished the year, mostly related to the big contracts coming on board.

We have a year-over-year working capital hit from the fact that last year we accelerated bonus. But we also have some working capital pick-up as well: the fact that hopefully we won't have another big legal settlements this year.

And we're making quite a bit of progress on working capital, as well on DSO and DPO. So on the plus side, we've got the restructuring impact.

We have lower interest expense. We've got those working capital items.

And then, really, at that point, you get to our core business, which includes the aggressive approach to cost control. It includes pricing.

And so I think when you combine all of those, while there's a lot of kind of puts and takes, I think we feel comfortable with getting to the cash from operations growth figures.

Okay. And so of that $300 million, though, how much of it is this – the prepayment on the cash taxes?

I mean, is that effectively a $200 million benefit in 2015?

$210 million.

Okay. Okay.

Good. And then on CapEx, how does that break down between maintenance and growth?

And then can you break it down between trucks, landfill development, containers, et cetera, et cetera?

Yes, I mean, on the first question, maintenance and growth, probably, Jim, I would guess, $900 million.

In both fleet and in landfills, approximately $900 million, $950 million split relatively equally, Tyler, with collection. We're moving it forward slightly versus the last three years.

But on average, we bought about 1,000, a little over 1,000 trucks the last three years. And in 2015, we'll buy 1,020 trucks.

So the plan moving forward roughly evenly split...

Yes.

Okay. Perfect.

That's very helpful. And then, I think in the press release you guys noted that you would do a normal pace of tuck-ins.

What exactly is that? I mean, how much are you looking to deploy there on that this would be excluding Deffenbaugh?

Yes. I mean, excluding kind of use of proceeds for Wheelabrator, it's typically between $100 million and $200 million.

Okay. Perfect.

All right. Thank you.

Thank you.

Hi. Thank you very much for taking my questions this morning.

Nice end to the 2014. On recycling, just so I understand all the data you're sharing with us on your guidance, giving the negative $0.03 to $0.05, but there's an offset.

And if I look at the offset you recorded in – and the offset you trying to run the business better that you recorded in the fourth quarter, down about proportionally the same in 4Q as we are sort of going into 2015. So am I right in you've got about $0.12 you're trying to drive savings – or I mean, sorry, there's $0.12 of loss from paper and there's $0.07 to $0.09 of savings that you're trying to drive.

So the question is how much more do you have to play in that sort of $0.07 to $0.09 range to work with going forward? If we're structurally in a long-term low paper price environment, and we got a long tail on the solution – I get you're working on the solution.

But how much more do you have to play with in driving incremental improvements?

Yes. I guess, Michael, when I look at this on a blended basis, so I'm not breaking it out, my answer won't be on a OCC versus plastics versus other commodities.

But on a blended basis, we finished the year 2014 at $98, and we saw a January drop about $10, so to $89 and that impacts us on the 6 million tons that we actually pick up and take to our MRFs, about $60 million in revenue, which equates to somewhere in that $0.03 to $0.05 range on the EPS line. We think in January, the cost control that we put into place fully compensated for that which is why we were prepared to come on a call and say we thought it'd be flat.

And then with the February decline, we just have not been able to put the more stringent contract changes and cost controls in place yet. So can we do that?

That is our plan. But at this point we're trying to be a little conservative because of the kind of the falling knife here, so to speak.

So we think there's probably $0.03 to $0.05 in the $80 number, which is where we may finish the month of February in that blended rate. If things go to heck from there and fall to $60, then I think all bets are off with respect to that $0.03 to $0.05.

But right now, we feel good about the contract changes that I went through in detail in my script. We feel good about the cost controls that we put into place, not only in January, but in all of 2014.

Okay. Fair enough.

If the port strike – and I know this is a tough one because too much guessing I suppose. But if the port strike ends, say at the end of this month, lots of things can change quickly.

But how long does it – excuse me, if the port strike is prolonged, how long can it go before you miss the seasonal uptick, in your mind? Like if it runs into March, even to the middle of March, have we just missed the seasonal window because Asia has to find a source of paper and they go looking elsewhere?

Yes. A couple things, Michael, first of all, it's difficult to disaggregate the effect of the port strike into its component parts in that $0.03 to $0.05.

So it's tough to tell. There are a couple of different moving parts.

There's a weaker Chinese economy. There's quality issues with outbound product.

And there is, of course, the port strike. One of the concerns we have, honestly, about the port strike is that there's a lot of products sitting idle at this point.

When that does eventually get resolved, all that product ends up out on the market, which could have a dampening effect on commodity pricing. So I didn't do a very good job of answering kind of your seasonal uptick question there, and I'm not sure I know how to answer that because it's hard to predict what's going to happen with the port strike.

It's also hard to separate the port strike in that $0.03 to $0.05 negative guidance that we gave you because there's a couple of different moving parts.

Fair enough.

Yes. Michael.

Yes. Hi, David.

Back when we saw the energy price drop, I heard an oil man say something that I thought was a pretty good quote. He said nothing solves low energy prices like low energy prices because, at some point in time, the market stabilizes and you find equilibrium.

And I would say nothing solves low commodity prices like low commodity prices. I mean, you're seeing a pretty stark disinvestment in recycling assets.

And you're seeing a lot of the smaller players starting to close up shop. That gives us a great opportunity to restructure the recycling business, to restructure it to where we can make a guaranteed return every year, which means we can invest in recycling assets.

Look, we cannot invest in recycling assets in a situation like what you and Jim were just talking about, where nobody has any idea where commodity prices are going. And so, we're going to use the opportunity to make sure that we restructure our business such that we can make it profitable come hell or high water.

And so, that's really where our focus is, is driving out the operating cost that we can today and then reorganizing the business and only bidding contracts that follow our statement of how we need to make a profitable business out of recycling. We're just not going to sign contracts that put so much risk of commodity prices on our back.

Fair enough. And I get that.

I saw that, what you did with Philadelphia. Foreign exchange was $0.02 in 2014.

It's about the same change year-over-year. So thinking it's about $0.02 in 2015, that's the right way to think about it?

I'm not sure I'd give it $0.02 in 2015. Again, kind of hard to predict what the dollar will do versus the Canadian dollar, but we didn't put anything in for foreign currency impact in 2015.

So I would say, it's flat. If we do have an impact, then...

We'll find another way to overcome it.

...we'll find a way to overcome it.

Got it. Okay.

Fair enough. And then, Jim, you said that you paid down some debt in January.

Just so we get the right sort of run rate on the interest expense either based on that revised total debt, can you talk about what you think the interest expense number is? Or tell me what the total debt number is, I'll work backwards into it myself?

But what am I looking at starting in January, now that you paid down more debt?

So cash interest decreased by $17 million in 2014 and that was due largely to a couple things, first of all, the Q2 recycling of the $350 million senior notes. We also had some tax exemplary marketings that came in at lower rates.

And then of course in January, we made whole those three senior notes with a weighted average coupon of 7%. So what will the interest rate be?

It's kind of yet to be determined on what the rates will be on the refinancing. And the cash impact is our cost of debt is coming down.

Wouldn't surprise me if the cash impact is similar to 2014.

Okay. All right.

And then when you frame Wheelabrator, are you going to either provide restated numbers on a quarterly basis, so we know what it looks like year-over-year comparing without it? Or can you at least tell us what was the revenue number that I should be pulling out of my quarters or at least for the full year in 2015?

Yes, the supplemental schedule that came out pretty much is all. It's divested operations.

But for the most part, it's Wheelabrator. So revenue – the way we've adjusted out to kind of get you to an apple-to-apples is $852 million.

Now that's Wheelabrator plus Puerto Rico and the Maritimes, but largely Wheelabrator. And then adjusting out $231 million in EBITDA, $220 million of that was Wheelabrator.

So again, largely on every one of those metrics on that schedule, it's for the most part a Wheelabrator adjustment.

Okay.

And I think, Michael, I think last quarter we mentioned when we announced the divestiture, we mentioned that, obviously, Wheelabrator, the $0.18 that's coming out of earnings doesn't come out equal every quarter. I think we mentioned last quarter that electricity prices last year in the first quarter were very high.

So there was – I think it was $0.05 of earnings per share from Wheelabrator in the first quarter of last year. And so it won't come out equally every quarter.

It'll come out a little bit more weighted toward the first quarter than the other quarters.

Fair enough. And then cash taxes paid in 2014?

Cash taxes in 2014?

Yes.

Let's see here. Cash taxes in 2014, $763 million, and then we expect 2015 cash taxes to be about $517 million, something like that.

Right. And that delta on the one, well actually the whole $210 million, that's I mean, if we don't get another extension bonus accretion, that doesn't repeat, and then the $150 million is all about having done divestments.

So that's a one-time. Those are both one-time events, right?

That's right.

Okay. And then special waste activity, are you seeing volumes that would indicate that non-residential construction may be starting to percolate in a positive direction?

Yes. We've seen special waste volume pretty strong all year.

And I think it really is the untold story of the lower energy prices. It started out with natural gas and then it's moved to oil.

You've seen a lot of construction projects, particularly along the Gulf Coast where we have great positioned assets. And so you've seen great strength in it in 2014.

We'd expect that to continue in 2015.

Okay. And then I'm surprised you haven't been asked it yet, David, but the price gate for 2015.

So you had a different type of bonusing program for the last couple years. What are you doing differently in 2015?

And can you share some of the hurdles that you've set for bonuses and how the bonus accrual would work in 2015?

Yes. It's a great question, Michael.

As I've said before, you've got two options with the pricing gate. You can either – well, you can do nothing, but doing nothing for us is not an option.

So you've got the opportunity to do the carrot or the stick. The last two years, we had a pretty big carrot out there, where we said if you can get over 2% yield, we're going to basically pay the 2012 bonus that everybody missed out on because we didn't do pricing very well in 2012.

And so, in 2015, we'll go back. I hate to use the word, but we'll go back more toward the stick side.

We've paid out those bonuses. Everybody is very happy, but that doesn't mean that you can now sit back and rest on your laurels.

And so, we'll go back to a price gate where everybody – we basically give a target to every area, and every area has got to meet their price target. And if they don't meet their price target, we can adjust their bonus by up to 50%.

Okay. And will the gate this year include both a landfill driver and a collection?

Or it doesn't matter how they get it?

Yes. When we do it, we basically go to back to what I talked about before, core price, right.

Look, the reality is as you know, we've been putting a lot of emphasis on landfill pricing, and we'll continue to put an emphasis on landfill pricing. But from a bonus point of view, what we're really looking for is dollars to the bottom line.

And so one market might be able to drive that with the landfill, another market might be able to drive it through industrial, and another market might be able to drive it through their commercial business, another one might have to look to their franchise business to drive it. And so there's as many ways to drive it as there are lines of business.

We just want to make sure that they get the total dollars to the bottom line. But I can promise you that from a management focus point of view, we've got a lot of management focus on the landfill line.

Michael, Jim Trevathan. I would tell you though that Dave's exactly right that they can get it in any line of business.

However, the targets are comparable to last year by area, and they can't get it unless they hit all lines of business. They can't totally load up on one as opposed to touching all of the lines of business.

So I think you'll see it come in just about the same as last year, as 2014.

Got it. Okay.

Great. And then Jim Fish, on cash flow from ops, you finished 2014 at $2.331 billion.

If I'm understanding the comments that were made earlier, I can take $90 million and say that's a permanent change on a year-over-year basis and $210 million is a one-time. And so looking sort of modeling out multi-year cash flow from ops, I'm not going from 16.5% to 20% of revs.

I'm still, 16.5% is improving by about $90 million to maybe 17%. But I'm making improvement, but that's the way to think about it, right?

Yes. I think that's right.

Okay. Great.

Hey look, Michael, I think the piece that you wrote hit the nail right on the head. We're going to see good cash flow improvement.

We'll start to see great cash flow improvement when we get the recycling business straightened out.

Right.

One last answer for you that you asked initially was revenue for Wheelabrator, revenue for Wheelabrator $817 million of that $852 million that we show on the schedule.

Okay. Great.

Thank you so much and good luck in 2015.

Thank you.

Hey. Good morning, guys.

Morning.

I just wanted to be clear on the comments regarding the thoughts on replacing the Wheelabrator or the lost business in general at seven times multiple. Firstly, should we be assuming that – what should we be assuming for share repurchase in your 2015 guidance, should I say?

And then the seven times multiple you expect to pay, is that strictly on the solid waste side of the business? Or maybe a little update with regard to your interest in energy waste and additional color regarding your assumptions there.

Yes. So for the share repurchase, you can assume that we offset dilution, but that we're going to do it in the back half of the year.

So obviously, there will be a little bit of an earnings effect because you're not replacing dilution right at the beginning of the year. And so, we would expect to do share repurchases to offset dilution.

And as far as energy services goes, look, there's two things going on with energy services right now. On the price side, and I think you may have heard that from some of the other calls earlier or last week I guess, on the price side, we're working with E&P companies on addressing their price concession requests.

We'll see where that ends up. On the volume side, we do expect to see a slowdown in drilling.

I guess the good news is though that it seems to be hitting the big three the hardest, those being Permian, Bakken and Eagle Ford. And we have no exposure in Permian and limited exposure in Bakken and Eagle Ford.

So it's also important to understand that our energy services business, while it's a great business for us, is still small as a percentage of our overall business. And while we will feel some price and volume pressures there in 2015, I think we'll be able to make up that in the other parts of our manufacturing and industrial business such as coal ash and petrochemical plant production, things like that.

Got it.

And then, Scott, to the question of the replacement of the EBITDA, the acquisitions that we do will be core solid waste or very closely related to core solid waste. So we feel pretty comfortable that we can look at those type of acquisitions and understand exactly what kind of synergies we're going to get out of those, right.

And so what we've always said is that we're not going to go out and pay a higher multiple than what we're trading at. If I'm going to buy something at the multiple we're trading at, and we've always used sort of the long-term 8.5 times EBITDA, I'd rather buy back our own stock than buying a business I don't know.

And so, post synergies, we'd expect those type of acquisitions to, on the high end, come in at sort of the 7 to 8 times EBITDA, and on the low end, come in at sort of the 5 to 6 times EBITDA. So somewhere between, I would say generally when we're looking to replace the Wheelabrator divested EBITDA, I would say that generally, we're looking at larger acquisitions which trade a little bit higher than normal tuck-in acquisitions.

So I would say that the EBITDA there is going to be somewhere between 6 and 8 times. We used 7 for our assumption, and that assumption is made at least to us being able to replace the full amount of Wheelabrator EBITDA and still have a significant amount of cash proceeds left.

Right. So to be clear, you do see enough within the pipeline of that larger acquisition type you're talking within core solid waste to assign a high probability to your chances of replacing the bulk of that, with good visibility, by the middle of the year?

Yes. I would say – I wouldn't put high probability on it quite yet.

I think by midyear we'll know if there's a high probability. We've got some good acquisition candidates, but we've got to make sure that we can do a deal that works for both of them and for us.

And so we've talked to a few larger acquisition targets that it seems like we're on the same page. We've talked to at least one where we're not on the same page, where they wanted more like 11 to 12 times EBITDA.

And we basically said look, we've got two choices. We can either buy your business at 11 to 12 times EBITDA or we can go in and buy smaller businesses that mirror your geographic footprint and we could go in and do that.

And so we're not going to pay 11 to 12 times EBITDA. We'd rather go out and buy smaller – in that geographic area, we'd rather buy smaller companies.

So we do think there's some targets, but before I say that I'm confident, we can replace the Wheelabrator EBITDA, we want to make sure that we're on the same page from a valuation point of view. And like we said, we should have a very good feel for that by midyear.

Okay. We'll stay tuned.

Thanks.

Thank you.

Hey. Good morning, everybody.

Morning.

When analyzing the acquisition landscape, can you give us a general sense for the health of the recycling operations of tuck-in candidates that are similar in size to a Deffenbaugh, for instance. So if these businesses come with existing recycling contracts that are unattractive from a rebate standpoint, let's say, do you have to wait for these contracts to be rebid?

Or can you improve the recycling economics of these tuck-ins immediately, despite instituting some of the costs control you've talked about today?

Yes. Generally, frankly, the acquisitions that we're looking at really don't have a recycling component associated with them.

And quite honestly, if they did have a recycling component associated with them, we're either going to pay very little for it or we're actually going to subtract from it. I think you hit the nail right on the head.

If they have bad recycling contracts that they can't get out of, we're just not going to pay them for it. Or we might even reduce the price because of those recycling contracts.

So when we look at the acquisition candidate, what we're going to is we're going to pay for the business that we know. We're going to pay for the business that we can very easily find out what kind of synergies we get.

And then we're not going to pay for the businesses where we don't have the synergies. But you're also correct that if they did have a recycling component, there's plenty of places where geographically we can then consolidate with our facilities.

So what I would say as a quick summation is that most of the assets that we're looking at buying don't have a strong residential recycling component to them. To the extent that they do, we would take that into account in connection with the value we pay for the business.

Got it. That's helpful.

And then, what is your appetite for acquisitions within energy services? So you had mentioned increasing market share, so are you looking at this area in particular to deploy some of the Wheelabrator proceeds?

Yes. We're probably looking at it a lot harder at $80 oil then $50 oil.

But look, over the long-term, I think that's going to be a very good business. If we could get assets in that line of business at the right price, we would certainly look at doing that.

But I would tell you that the right price today is not what the right price was six months ago. And so, it would have to be something where we would feel fairly confident that over the long-term, we could make the business profitable.

Got it. Thanks and great job this year.

Thank you.

Thank you.

Thank you all for joining our earnings call. As you can see, our team here at corporate and our team out in the field created some great momentum in 2014.

We fully expect that to continue through 2015. And as we replace the Wheelabrator EBITDA in 2015, we're going to accelerate that growth into 2016.

So thank you all and we'll talk to you soon.