Veolia Environnement SA (VIE.PA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Veolia Conference Call and Webcast with Estelle Brachlianoff, CEO. [Operator Instructions] This call is being recorded today, November 21, 2025. I would now like to turn the conference over to Ms. Estelle Brachlianoff. Please go ahead.

Good morning, everyone, and thank you for joining us for this conference call. I'm accompanied today by Emmanuelle Menning, our CFO; and Bob Cappadona, Head of our Hazardous Waste Activities in the U.S. We are meeting today to share what is one of the most important strategic moves of our GreenUp journey so far, an acquisition that accelerate our growth, strengthened 2 of our key boosters and position Veolia exactly where global demand is rising fastest. Yesterday, we signed the acquisition of Clean Earth, a prominent hazardous waste platform in the U.S. with prime assets. This deal doubles the size of our U.S. hazardous waste operations, making Veolia the #2 in the U.S., and further reinforcing our position as a worldwide leader in hazardous waste with $6 billion turnover. From a financial perspective, this acquisition is both strategic, accretive and transformative. We secured the deal below a 10x 2026 [ ev ] times EBITDA multiple, reflecting $120 million of synergies with our existing U.S. operations. This synergy target, as Bob will detail, is very much achievable with very limited risk of execution, given, first, the strong operational complementarity between Veolia and Clean Earth in the U.S.; and second, our excellent track record in terms of synergy delivery. Acquisition will be accretive to current net income in year 2. The deal is fully cash financed with leverage remaining around or slightly above 3x in '26 and below 3x in 2027. We aim at closing the deal mid next year. As part of this acquisition, we decided to target at least EUR 2 billion of new assets disposal within 2 years, typically in more mature activities. Considering the EUR 4 billion of asset rotation already realized in '24 and '25, the Clean Earth acquisition and our new divestment plan, we will have rotated EUR 8.5 billion since the launching of GreenUp. With this acquisition, Veolia accelerates its ongoing portfolio transformation towards the most dynamic markets. It strengthened the group financial profile and positions Veolia for sustainable growth towards 2030. I'm now on Slide 4. The acquisition of Clean Earth doubles the size of our U.S. hazardous waste operations, making Veolia the #2 in the U.S. and further reinforcing our position as a worldwide leader in hazardous waste with revenue will grow to $6 billion. Veolia business in the U.S. will reach almost $7 billion -- $6.3 billion post the transaction. With this acquisition, Veolia enters a new dimension, a step change in scale enrich in the world's most strategic market with sustained demand and in a timing which couldn't be more critical. I'm referring here to strategic sectors such as health care, pharma, semiconductors. Industry wide demand for our solution has never made higher today's reassuring context. I'm referring as well to industries across the U.S. grappling with new contaminants like PFAS and pharmaceutical residues and increasing pressure on aging waste and water systems. Hazardous waste treatment in the U.S. has reached a tipping point. The country and its industry needs safe, high-tech solutions, and we are stepping in at the moment it matters most. Leveraging 82 specialized sites and 700 permits across all the U.S. states, Clean Earth significantly strengthened our operational network in the U.S. This expanded platform not only reinforces hazardous waste, but the combination enables us to offer the full range of Veolia environmental services on a national basis. On Slide 5, Clean Earth sits at the exact intersection of our strategic priorities set by GreenUp. And as you know, 70% of our activities are strongholds, mostly municipal water, waste and district heating, offer resilience and anchoring. They generate long-term sustainable cash flows that are cost protective, large infrastructure base, macro immune and deliver steady growth coming from regulatory tailwinds and our long-standing capacity to deliver efficiency gains. The remaining 30% of the group's revenue comes from boosters, water technologies, hazardous waste and bioenergy, which have higher growth potential. Under GreenUp, we prioritize capital allocation to these boosters to capture that growth. I must add that boosters and strongholds go hand-in-hand, and by combining activities, which is the case of 25% of our revenue, it makes us unique. Geography growth will primarily come from outside Europe, notably in the U.S., in the Middle East and Australia. As you can see, Clean Earth is at the perfect intersection of these strategic priorities strengthening boosters, expanding in high-potential geographies and reinforcing our focus on areas where we create unique value. I'm on Page 6 now. Just to say Clean Earth represent a prime asset for Veolia. Clean Earth is a subsidiary of Enviri, a U.S. listed group, involving the treatment of specialized and hazardous waste and soil remediation in the U.S. Enviri decided to sell as part of their product strategy. Its operations span a comprehensive network of strategy located sites across the U.S. with 46 transfer stations, which are usually called 10-days, and 90 treatment facility called TSDF, collectively holding more than 700 active permits. It is, of course, a very regulated industry, augmented Veolia's immediate scale and reach in the U.S. hazardous waste with 10 more states that we can reach through the acquisition, becoming a very national player. Over the past 3 years, Clean Earth has significantly grown, achieving organic annual average revenue growth of almost 7%, while improving its EBITDA margin to 17% with over 60% EBITDA to free cash flow conversion. They enjoy an excellent reputation with 95% of customer retention rate. On a stand-alone basis, Clean Earth's growth is expected to continue at a solid pace. And by integrating with Veolia's [ agentic ] hazardous waste activities, we will be able to significantly accelerate both profitability and growth. I will explain that in a minute. I'm now on Slide 7. With Clean Earth, we are doubling our U.S. hazardous waste presence, taking revenue from $1 billion to $2 billion. This is more than just growth in numbers. It's a step change in capabilities and reach. The combination of activities and Clean Earth's footprint create a truly complementary network, unlocking strong operational synergies and positioning us to serve the market more efficiently than ever. Our combined activities will now rank #2 in the U.S. market with $2 billion revenue and even a bit more than that. With the full range of activities from collection to transfer treatment, including incineration and infilling to soil remediation or very specialized services. This is a real transformation of our U.S. platform, enabling Veolia to deliver more value to customers, accelerate great growth and strengthen our strategic position in a market where demand is surging. Take a look at this map on Slide 8. Together, Veolia and Clean Earth now form a truly nationwide complementary network across the U.S., both in terms of geography and treatment capabilities. This gives us presence across 39 states, reaching customers wherever they operate. A powerful operational complementarities unlocking significant efficiencies and expanding treatment capacities for liquid waste, medical waste and [indiscernible]. With a complete end-to-end solution able to handle any type of complex waste for any customer from collection to final treatments. Put simply, it's a strategic backbone for the U.S. hazardous waste market, gives Veolia scale, coverage and capabilities, positioning us to capture growth, drive synergies and deliver superior solution across the country. I'm now on Slide 9. With Clean Earth's acquisition, Veolia's hazardous waste globally now reached EUR 5.2 billion in revenue or around $6 billion with an EBITDA margin of 17%, up from 15% on a stand-alone basis. We're #1 in Europe, now #2 in the U.S. or soon #2 in the U.S., and hold strong positions across Asia, LatAm and in the Middle East, enjoying a truly robust footprint. Our customer base is very diversified and loyal, reflecting the trust we've built in every market. More importantly, and as I've explained to you during the deep dive in June, we will continue to grow significantly hazardous waste revenues, mid- to high single-digit rate per year, thanks to strong growth levers, which Clean Earth will enhance. We'll provide additional capacity to deliver tailored high value-added services while accelerating time to market for innovative with treatment solutions. We will also further enhance our EBITDA growth profile, thanks to significant synergies to now double digits. On Slide 10, we are really on a transformative journey in hazardous waste, which growth is supported by sustainable mega trends, advanced manufacturing, semiconductors, clean energy, pharmaceuticals, the strategic sectors are reshoring production and expanding rapidly, all while facing critical constraints in safe compliance complex waste treatment. Public health, environment security and regulatory compliance are nonnegotiables. Companies and communities need modern high-capacity, reliable solution, and the current infrastructure is struggling to keep up. With Clean Earth, Veolia is stepping in at the exact moment our customers need it most. This is a leap in scale in capability and in impact, allowing us to lead the market defined by sustained demand. On Page 11, you will see that in Clean Earth, we enhance our international footprint, which accounts for more than 80% of our revenue. The Clean Earth acquisition allows us to reach $6.3 billion turnover in the U.S., which is 12% of the group revenue now, making a clear step forward in our global GreenUp journey. Now handing over to Bob, Head of Hazardous Waste in the U.S. for Veolia. Bob, the floor is yours.

Good morning all. Thank you for the opportunity to be here. Very happy to be here today and announce this major acquisition. I'd like to share with you what makes this acquisition in the U.S. so strategic for the group and value creating, and hopefully to make you understand why I am so excited about it. In essence, we are buying a very profitable cash flow generative hazardous waste activity in the U.S. with complementarity with Veolia is very compelling. Therefore, I believe the $120 million in cost synergies delivery is very secure. To get to that number, we have had a detailed analysis on a bottom-up approach, depot by depot and waste flow by waste flow across the entire country to examine how we could be more efficient in our cost of waste disposal or transport while benefiting from the best of both worlds in terms of organizational model. The main synergies will come from waste disposal optimization across the facilities and transport optimization as well. We expect to also reduce IT, procurement expense and other G&A. Beyond these cost categories, we'll be able to deliver more in terms of new offers and our top line will grow faster. I believe this acquisition will create a lot of value for all of our stakeholders. First, because we're becoming 2 complementary leadership teams with different strengths but aligned values. We will expand the service offering of existing Veolia hazardous waste business into new markets like health care and retail. We will open the technology, research and development and treatment and recycling network of Veolia to an expanded customer base. The addition of 19 permitted transportation storage and disposal facilities improves the logistics and enables Veolia to further develop our business to underserved geographies like the Southeast and Pacific Northwest. The integration is an opportunity to build a unified culture focused on excellence, growth and long-term value creation for employees and customers so that we are not just adding assets, together, we are creating a more capable, more global and more competitive organization. Finally, our 2 organizations are built on a foundation of sustainability and making the environment a better place while supporting industry and society's ability to enjoy the best of our world. With our deep know-how of the U.S. hazardous waste market and ready to deploy the integration process and a strong cultural fit, I'm fully confident in delivering a smooth integration. Thank you. And now I'll turn it to Emmanuelle.

Thank you, Bob. As Estelle and Bob have just explained, Clean Earth's acquisition is very strategic and will create a lot of value for Veolia. This comes from a few main simple factors. First, we are buying a fast-growing, highly profitable and cash flow generative hazardous waste player in the U.S. Second, the U.S. hazardous waste market will continue to grow fast, fueled by reshoring, regulation in terms of PFAS for instance, and still scarcity of safe, modern, high-tech solutions. And third, the complementarity of our businesses is compelling. Hence, the $120 million cost synergy delivery is very secure, and we enjoy quite a track record in that matter. Synergy will be delivered in 4 years, $50 million in '27 and then around $25 million, additional per year to $120 million in 2030 and involves $90 million of implementation costs mostly in '27 and '28. Considering those synergies, the acquisition multiples stand at an attractive level below 10x 2026 estimated EBITDA. Besides, thanks to Clean Earth's acquisition, EBITDA to free cash flow conversion of the hazardous waste activity in the U.S. will grow from circa 35% to circa 55%. The combination of Veolia and Clean Earth's activities in the U.S. will deliver a sustained mid- to high single-digit top line growth, while the EBITDA growth of our combined global hazardous waste business will be now above 10% per year. Enhanced growth coupled with continued efficiencies and the $120 million synergies will enable the acquisition to be earnings accretive in year 2, 2028. Clean Earth will be fully financing cash through available cash and cash proceeds of future bond issuances. I remind you that we had EUR 6.9 billion of centralized cash at the end of June and an excellent access to the bond market as evidenced by the recent issuances. Until closing, we'll have sufficient time to size market opportunities and raise debt in good conditions. We, of course, reiterate our commitment to maintain our strong investment-grade rating. Including Clean Earth's acquisition, the FFO to net debt and RCF to net debt ratios calculated by S&P and Moody's will remain well within the range consistent with our BBB Baa1 rating. In terms of leverage, we expect leverage to remain around 3x or slightly above in 2026, depending on the divestiture program, and below 3x in 2027. Since the launch of GreenUp, we have already executed a significant rotation of assets around EUR 4 billion. This includes EUR 1 billion of divestiture in 2024, and EUR 2.3 billion of acquisitions in 2025, mostly in water technologies and tuck-in, in hazardous waste. The Clean Earth acquisition marks a new step in transforming Veolia's growth profile. Alongside this, we will continue to streamline our portfolio with more than EUR 2 billion additional disposal in 2 years, mostly in noncore or mature assets. And why? Because this is about continuously transforming our portfolio and shaping a stronger, more agile and more powerful Veolia by 2030. Taken together, post-Clean Earth and the plant disposal, we'll have executed EUR 8.5 billion of asset rotation in the start of GreenUp, as mentioned by Estelle, Among the EUR 5.5 billion of acquisition, more than 80% are in boosters and outside Europe, which is fully aligned with our GreenUp strategy. In short, this is disciplined and intentional portfolio management designed to accelerate growth and strengthen the group financial profile. It's not about divesting underperforming assets, it's about focusing our resources where Veolia has the strongest differentiation and can deliver unique value. We aim at closing the deal mid '26 once the carve-out of the non-hazardous waste activity from Enviri will have been completed and a regulatory approval granted.

Thank you, Emmanuelle. In a nutshell, the strategic acquisition of Clean Earth doubles the size of hazardous waste business for Veolia in the U.S. and creates a new major player in a high-growth market. This is an acquisition which is fully aligned with GreenUp strategy and objectives. As mentioned earlier, we are not just adding assets together. We are creating a more capable, more global and more competitive organization. The Clean Earth acquisition is a new step in transforming Veolia's growth profile and optimizing our portfolio of assets. Building on the successful integration of Suez, it enhances the group's financial strength and resilience as we move towards 2030. Thank you for your attention, and we are now ready to take your questions.

[Operator Instructions] And your first question comes from Ajay Patel with Goldman Sachs.

Congratulations on the announcement this morning. I have 2 questions, please. I think one is just very specific with this acquisition. Could you help us just understand the growth -- the longer-term growth potential in the acquisition? I wanted to more focus on development sites, the permitting. To what degree could this really add to the growth picture of the U.S. beyond the 3-year horizon that you're outlining? I just want to appreciate that scale. And then secondly, on just more high level on the asset rotation. This is a sizable step-up in asset rotation more towards the growth areas of your business. Is this maybe a statement of intention that if Veolia finds the opportunities to rotate assets more aggressively, you'll take advantage of them and that this may be the balance of the business between boosters and strongholds may change as a result? I just wanted to understand that strategic level as well.

I will start with the first question, and maybe Bob can elaborate following me and the asset rotation will -- answer to that with Emmanuelle. So the long-term growth potential and permitting, so in a nutshell, the hazardous waste business in the U.S., to start with that, is a very sustained demand, and I'm very confident it will go on for years, not only the next 3 years, but years with a lot of assets to come. And why is that so? Because the demand is supported by trends which are very sustainable. One is health and the environment. We're talking about removing pollutants to protect the health of inhabitants, and I think that's something which is absolutely paramount to anybody, in particular in the U.S. So we are talking PFAS. We're talking endocrine disruptors and many other things that you don't want to end up finding nearby you, but you'd rather be destroyed by this in a way. The second one is really the reshoring the strategic industries because it's not a nice to have. It's not here as an environmental protection, it's a license to operate for industries like semiconductors or pharma or biotech. They all need our service. So those are very important megatrends. That's why we said hazardous waste all together is a 5% to 10% growth year-on-year, and I don't expect that to go down, quite the opposite in the years to come. And you can have a look at the performance of our hazardous waste business in the last few years in the U.S. which has enjoyed a more than 5% CAGR for the last 3 years and which is, I guess, enhancing this number is really what we are aiming at here. So merging the 2, of course, you have a national footprint, so it opens new geographies in the country, in the U.S. plus new type of services, I would say, decontamination and PFAS is one. We are very good at treating PFAS at Veolia. Clean Earth is very good at decontamination. If you combine the 2 decontamination as in soil decontamination. So if you combine the 2, you can imagine that beyond the -- what each of the 2 businesses can deliver in terms of growth, the combination of the 2, I guess it's -- there is a little bit of 1 plus 1 makes 3, if you want here. But Bob, maybe you want to elaborate on this, the potential for growing faster by combining the forces.

Sure. Thanks, Estelle. And kind of taking a lot of the things that Estelle mentioned, put them in a 1-year, 3-year, 5-year time frame, the initial -- just the opportunity of having the 2 organizations together and enhancing the national footprint, getting reach into geographies that we currently don't have immediate growth from that. In the 3-year time frame, you've also got open to markets that we currently don't operate in, things like retail and health care that have definite good long-term growth opportunities. They grow at rates greater than inflation, the resistance of some of the overall economic trends, those are good businesses for us to be in, much like other businesses that we currently occupy within Veolia. And the 5-year trend is one of the things very unique about Veolia, very proud of the work that Veolia does in terms of R&D. If you've seen some of the work that we've done on PFAS within the last few years, the opportunities that we've had as a result of that, frankly, being invited to the Pentagon to present the results of the work that we've done at Port Arthur, that opens up the longer-term opportunities on emerging pollutants, development of regulations, new technologies within our network. We've got those under development like processes that we have underway at our facility in Gum Springs, and now we've got a wider customer base to apply those to.

Thanks, Bob. And I would add to that, that, of course, we're talking about hazardous waste in the U.S. But we do have a lot of other activities in the U.S., water technologies or water altogether. And of course, this national footprint, which will enable us to get access to customer and to offer them the full range of services, not only the hazardous waste but the full range of services for Veolia going forward. We are not as national as we will become. It's a fair statement. Asset rotation, so asset rotation, it's a continuous process that we're speeding up today, as you see in the graph presented on the slide. We've already done like disposals and acquisitions in the last 2 years. Now we are stepping up as you rightly mentioned it. Altogether, since the priority of investment is in boosters, it means that naturally, the group will go from, say, 70-30 in terms of stronghold than boosters to something a bit more balanced, but because one is growing faster than the other. But I want to highlight the fact that the strongholds have a very big merit for Veolia. They offer sustainability of like cash flows. They are very strong, as their name alludes to it. They offer resilience, plus they are in combination of the boosters. So don't think of them as a totally separate. Actually, they work hand-in-hand. And 25% of our revenue actually comes from combining forces rather than just be very good at every single of the activities we operate in. So I guess, yes, progressively, the group is enhancing its growth profile, but we will still keep a good footprint in our stronghold activities for the reason I just mentioned.

And the next question comes from Olly Jeffery with Deutsche Bank.

Two questions for me, please. The first one is just coming on to the cost synergies and I guess, potentially some of the revenue synergies you mentioned. Given this is the first cut of the synergy targets, and you think they're quite relatively achievable given your track record, I presume we should see this as a floor with the hope to go ahead of that over time? And then the second question is on -- just regarding your 2027 targets of EUR 8 billion of EBITDA. Given this acquisition and the time since those targets were set, was that something you'll be looking to update at the full year results?

Cost synergies. So Bob, I was smiling, he will be on the spot, the $120 million, I will start with asking Bob to deliver the $120 million first, right? But it's fair to say, it's a minimum target I gave to Bob. We are very confident you said, to achieve it. And that's a fair statement to say we're very confident about. But we'll start by delivering on our promises, that's always Veolia's way. I want to focus on the delivery of them. And you're right, the $120 million is only cost synergies. The rest will come on top as enhancing our growth profile. And of course, this is the intention of today. In terms of our GreenUp strategic plan, we are well on our trajectory, as I said this morning, to achieve all our targets for 2027, as they were set by GreenUp, including, for instance, the 10% CAGR in net result or the ROCE above 9%. So I'm very proud that we are really full speed on our trajectory to have a very specific delivery of GreenUp. And as far as the guidance for '26, for instance, will be concerned, we'll wait for the result of '25 to be released to give you a color about '26.

And the next question comes from Arnaud Palliez with CIC Market Solutions.

Yes. Congratulations for this acquisition. I have a first question regarding your incineration capacities in the U.S. I would like to know if these acquisition is going to change the capacity utilization rate of your incinerators. And if following this acquisition, you will need to add more CapEx to your U.S. incineration operations.

Bob, do you want to answer this one?

Sure. With the -- as you may know, we've got 3 incineration sites currently with 6 incinerators. In '26 into '27, we will open up our new 100,000-ton incinerator in Gum Springs, Arkansas. Our work with the Gum Springs, Arkansas incinerator is that 50% of the capacity the incinerator will be with preferred partners, essentially selling in advance the capacity of that incinerator. The second half of that incinerator will be much like we operate our other incinerators, market opportunities for the incinerator based on the type of materials that are available within the market. And we don't believe that, that will have an impact on CapEx investment within that network in the next several years, not at all.

So there is no intention to add another incineration post Gum Spring because it would be needed or whatever flowing today's announcement. So no, it's exactly what we said when we were at the Deep Dive a few months ago. So we are happy with what we have for a few more years. What we have or what we're building because it's the 2.

Maybe one thing to add to that. Clean Earth was one of our preferred providers for the Gum Springs incinerator for a portion of the incinerable materials that they generate. The second half of those incinerables, we would also look to utilize the Gum Springs incinerator, but a portion of that was already with the preferred provider agreement that we had with Clean Earth.

Does it change something in terms of incinerating the PFAS, this acquisition?

I guess, Clean Earth didn't have any specific incineration you need at all and none for PFAS. That was really and is Veolia's like prime assets. But what brings Clean Earth is not on the incineration. It's more on the decontamination of the soils because Veolia was not so much present in the soil decontamination and one-off works, which goes with it. And this is a big capability of Clean Earth among hazards, of course, but just to confirm the specific PFAS one.

The next question comes from Jenny Ping with Citi.

A couple of questions, please. Firstly, just on the long-term plans, now that you've acquired this growth both from a cost synergies point of view but also revenue synergies as we go forward. How do you envisage to show the market some of those numbers? Because clearly, again, I think I asked about this before post your last acquisition, some of your multiples, which your shares are trading are still very much below the acquired levels when you're paying for deals. So I'm very keen to understand how you show the market some of the values in your business. So that's the first question. And then the second one, just the answer to Olly's question earlier in terms of the EUR 8 billion EBITDA target and the 10% growth, it doesn't sound like this deal necessarily changes that. Is that my -- is that a correct understanding? Or are you saying you're going to come back to update that for us at some stage? And then just very lastly, on the EUR 2 billion asset disposal. Can you help us to understand the type or the geography these assets are going to be based in just to sort of define a little bit what old or mature growth assets look like?

I will start, and maybe Emmanuelle can complement the share price. At one point, I think there is a value creation and value appreciation in the share price, of course, considering the quality of the assets we have and the portfolio, which is really unique. So that there is a potential for increase. Of course, I would agree with that. That's why the transformation of the portfolio is something which enhances the group's profile progressively and which should come to fruition. So I think this is really an important point for me. In terms of the trajectory, I answered earlier to that question. We are on the trajectory of GreenUp. And I confirm it today with all the various elements of the acquisition we announced today, the disposals as well, the enhanced profile altogether. So we are on our trajectory for GreenUp. So we'll give you the guidance for '26 when it comes. But I think that the main thing is GreenUp is exactly what we -- I mean, we are doing what we said we would with investing more in the boosters whilst keeping very strong strongholds, aiming at creating EPS growth and 10% net result growth on average over the duration of the plan. This is exactly what we are on our way of delivering. In terms of the disposals, what are the good candidates for disposal. It's mature asset. And by mature assets, I mean, those who don't have a big prospect for growing the profits in the next few years or growing EPS, if you want, on the equivalent. So that's a typical one. So it's either they are not growing fast as in revenue or that they are growing okay, but there is no profit more to be extracted from them typically in geographies which are more mature and therefore, like there is no value creation ahead of us. That's the value creation ahead is my definition of mature or, of course, and you can have a few of what I call noncore, which are more not as aligned with our strategy and defined as GreenUp as you could have hoped for. But do you want to complement on that, Emmanuelle?

Yes, maybe one word. Jenny, thank you for joining us this morning. We have continuously reinforced our growth profile in the start of the year. As you know, 90% of investments, including M&A in boosters. And today, we are accelerating and we are pushing the capital allocation with an acquisition, which will boost the underlying EBITDA growth of the group. Thanks as mentioned during the presentation of our improvement and further improvement of margin of our hazardous waste. We mentioned more than 10% increased EBITDA per year and margin accretion. On top of that, you may have seen the very attractive cash conversion of this transaction, which will also continue to boost the growth profile of Veolia. We are, therefore, well on track to deliver our promises. For instance, the current net income CAGR of 10% on average on the planned duration. For us, this acquisition is very strategic, and it's a significant step. We would even say is the perfect timing. It's the most transformative transaction after the merger with Suez on the perimeter, which is stabilized and running faster than before. So now we are becoming the leader in the fast-growing hazardous waste market in the U.S. and we continue, we are pursuing the rotation to create value attrition for all our investors.

And the next question comes from [indiscernible] with Bernstein.

The question will be, does the acquisition include landfills? And if so, what is the capacity?

So no, it doesn't include landfill or incineration, which was the previous question of your colleagues. It includes nevertheless, a very highly regulated permitted sites. So typically, it's -- 19, sorry, 19 TSDFs, which are treatment capabilities. So it's not landfill nor -- neither landfill nor incineration. But in a way, everything else. You can see on the map, we've seen on slide -- whatever, there is a defined list of the typical assets. So by treatment capabilities. So maybe Bob, what type of treatment does Clean Earth hold. So the electronic waste, whatever, I can't remember. You know best.

Also a key part of the 10-day network and the TSDFs provide a collection and consolidation opportunity for materials that are fed either into the incineration network or into the Gum Springs landfill. The Gum Springs landfill, the largest hazardous waste landfill permitted in the United States. And that's some of the work that we've done with Clean Earth over the last several years of opening up the commercial opportunity at that landfill. So we utilize those 2 assets. Within the Clean Earth network, they have fuel blending capabilities, sovereign recycling capabilities, metals recycling capabilities, all within those TSDFs. They have a niche kind of opportunity or treatment technology where they treat aerosol cans, which may seem like a small percentage of the waste spectrum. Aerosol cans are managed at our incinerators, they have an impact on our ability to optimize on the capacity at the incinerator. So by taking that inventory out of the incinerator, we actually free up incineration capacity by taking the aerosol cans out. So that, although small, very attractive because the utilization increase at our incinerators.

I guess a key word here is complementarity. Complementarity of the teams, complementarity of the assets, complementarity of the portfolio, of customers as well. Complementarity, it's really paramount. That's why it's a prime asset for us. It's really totally complementary to what we do in the U.S. You can see it on the map, Page 8 in our presentation. You have lots of dots on the map, but there are 700 permits associated with those dots on the map, and permits, which, as I said, we are highly regulated.

And the next question comes from Juan Rodriguez with Kepler.

I have one follow-up, if I may. It's mainly on the $120 million of synergies, which seems quite ambitious target compared of the size of the company of the earnings today, this represents more than 60% upside potential from current levels. So what makes you so confident that you're going to be able to get to these levels? And I want to double check as well. These are outside growth potential that is from revenue synergies that you're expecting from combining the forces?

So it is cost synergies only, the $120 million. Yes, it is. Why are we confident? Bob will elaborate in a minute. But first, to say that it's 4% of the combined turnover of our 2 businesses in Haz in the U.S. That's another benchmark you can have a look rather than just a proportion of the Clean Earth one. Two, we have a great track record of delivery, starting with Suez, of course, which we really performed very well and even beyond the EUR 500 million initial number, which was set. So we have a habit of it, method and a good capability there. But maybe, Bob, you want to elaborate a little bit on the -- why are you so confident about the $120 million, which is a big number. Yes, it is, but very confident. I said it's a minimum for me. Bob?

No pressure, it's set at the minimum. I think it starts with the level of knowledge that we have with the Clean Earth organization. This is not a business that we're unfamiliar with. We've worked very closely with Clean Earth as a customer for many, many years. So we know the team. We know the assets that they have within their network. From that, we looked at, during the due diligence process, all the transportation and disposal spend and evaluated how -- what alternative ways we can manage that transportation and disposal spend. Also mentioned earlier the overlap of the national network, that national network in and of itself provides a significant logistics synergy just by making sure that every vehicle that we move across the United States, a lot of miles knows to have floor ceiling when we're shipping trucks across the United States, maximum efficiency in how we manage the transportation. When we looked at that T&D spend, we evaluated where the material was coming from, both from Clean Earth facilities as well as from the customers. And then the proximity of those generating locations to ultimate treatment locations versus how they were being handled today. Again, very complicated analysis, but a lot of data available to do that. So we spent time, a lot of time in evaluating that to look at what our synergy would be on transportation and disposal. From that, we also went to a third party to evaluate our work. So we had someone from outside Veolia, outside Clean Earth evaluate the assumptions that we were making to ensure that those were within reasonable assumptions of what we thought we would make and they concurred with our assumptions relative to the management of transportation and disposal. We also looked at other things in terms of on a national level, how we could procure the basic supplies that we utilize to deliver the services that we do. Can we do that better than we do that today, leveraging the scale that the 2 organizations will have together. And then just generally, how the organizations operate, what's the operating model of the 2 organizations and candidly looking at the strengths and weaknesses of the organizations. I've been with the company for 34.5 years. So I believe I've got a pretty good perspective on self-awareness of things that I'm absolutely very, very proud of in terms of strengths within our group. But like anything, we also have those areas that we've been focused on for improvement. One area for improvement was our IT network. Our IT network, we had outgrown the infrastructure that we had in place in terms of our IT network. We've been working on a redevelopment plan, transcelerate, transform to accelerate the business, transcelerate. And Clean Earth has been working on a very similar type activity. The combination of those 2 activities will provide a significant synergy as well. So in evaluating all the different pieces, as much as Estelle has clearly indicated that it's the minimum, we're very, very confident that we'll be able to achieve that.

And I guess you've understood from Bob's answer that it's a very detailed plan, which is ready already.

Definitely.

The next question comes from Philippe Ourpatian with ODDO BHF.

Yes. I have only 4, but very short one. The first one is concerning -- could you just indicate to us the additional CapEx maintenance or, let's say, the needs of CapEx of this company added to Veolia, just to have an idea about where we're going to be in terms of consolidation CapEx for the coming year, starting '26 and beyond? That's the first question. The second question is concerning, is there any implementation costs for extracting the synergies? Are you going to provision some, let's say, millions or hundreds of millions -- hundreds of thousand USD for -- to implement this cost synergies program. The third one is in your disposal plan, are we think also about the fact that as Bob says, there is sometimes some overlap. Those overlap could come from Clean Earth or from Veolia. Is there something coming from this deal, which would be included in the EUR 2 billion of disposal, just to have an idea? And what's going to be, let's say, the portion in terms of percentage of the deal currently? And the last question is mainly concerning Gum Spring because Gum Spring is under work. It seems that Clean Earth is already a client, you mentioned it several times. And I was wondering if this acquisition could speed up, I would say, the capacity of Gum Spring, when it's going to be fully commissioned to reach its full speed faster than expected; and two, to saturate the installation in order to generate the maximum value of the different installations you have in Gum Spring? That's the fourth question.

I hope I've noted them right. If not, you can complement. So Emmanuelle, on the CapEx question first, maybe.

Yes, on the CapEx question. [Foreign Language] Philippe, thank you for your questions. Starting with CapEx, you have noticed, as we have mentioned before, that thanks to the Clean Earth acquisition, the EBITDA to free cash flow conversion of the hazardous waste activity in the U.S., we grow from circa 35% to circa 50%, thanks to the very attractive cash profile of Clean Earth. So meaning that coming to CapEx, it's limited. We are speaking around roughly $50 million, meaning that it will enhance the free cash flow profile of the hazardous waste in the U.S. and also of Veolia to finance our future growth. Coming to your second question, which were on integration costs, if I'm not mistaken. So we have pencil integration cost of roughly $90 million on the 4-year duration. And it will be mainly in '27 and '28. And the split is 10, 40, 30, 10.

So on your third question, no, there is no disposal in the EUR 2 billion associated with the merger. The word overlap, which Bob just mentioned was more on the geographical basis as in one of the treatment, the other one as a transport, if you wish. So it's more complementarity than overlap as in -- and therefore, you would have to sell it. We don't anticipate any disposals associated with the merger. So the disposal in the EUR 2 billion will be more mature assets as in mature geographies or activities where we don't see the profile of the growth of the profits be as good as what we would expect. So that's more this type of criteria. In terms of the fourth one, actually, to build a high-temperature incinerator takes time, it takes time to get permit. It takes time to build it. It takes time to be ramping up. We've been explaining that in detail during our Deep Dive. So the ramping up is as much a technical something. You just don't press the button and it's on, off. You have to progressively ramp up the furnace, if you want, one by one, and the heat is increasing by the day and so on and so forth. I'm trying to explain, and it takes a while. So of course, it will help, though, the fact of the capacity is going to be probably very much happy to welcome the new Clean Earth material in addition to the one Bob explained, which was already anticipated to be in. But the technical aspect will stay as it is. So the type of timing we put in our Deep Dive last year are exactly the ones we anticipate to maintain now.

If I may, just one clarification. When you say for your last -- the last question concerning Gum Spring, that's going to help because there is potentially let's say, there were some capacities already contracted in Gum Spring coming from Clean Earth. Does it mean that, let's say, the full potential capacities of Clean Earth will now be driven to Gum Spring versus some, I don't know, other contract the company has had previously? That's correct to understand?

I guess we will try, of course, to direct everything we can into our own treatment facilities. But it will depend on the geographies as well. And each time, we are trying to see the best destination depending on the characteristics of the ton because, as you know, you have tons and tons, and some tons which get into an incinerator at what, $2,000, $3,000, and others which are almost at 0. So it's -- the waste mix is as important as anything, plus the -- and it's all that, which Bob has analyzed as well in his synergies, very detailed plan.

Much like I mentioned about the footprint of the service offering, it enables us to have access to customers and geographies where we may not have had facilities or logistics to support it in the past. So that's the opportunity there. Within the incineration network, and frankly, for all of our treatment network, the process that Estelle described where we, based on the chemical composition of material, identify the type of facility that we would manage it at and then logistics to get the material from the customer to the facility. In most cases, we'd like that to be with the Veolia facility. But if that's not the case, we also have a network of third-party facilities that we work with, and we would plan to continue to do that. Part of that evaluation, of course would be with that new network on whether that material could be directed into the Veolia network.

Which means in addition, there will be new customers as well. And that's intentionally when I say, enhanced growth, it means it's not only to put the tons of one into the incinerator of the other one, it's to have a broader range of offers to our customers in new states where we couldn't be -- get access to yet, but with the new asset network of Clean Earth, we will be able to. So in a way, our customers will have more options. The customers in the U.S. will have more options. I think this is the way to look at it. And so I guess the first intention is to grow the revenue, and not only what we just said on the cost of disposal.

And we do have a follow-up question coming from Olly Jeffery with Deutsche Bank.

So just 2 questions. Just going back to the rotation. Could you please just outline when you expect to execute on some of the planned rotations? Is it something you're looking to do imminently? Or is it more next year? Or any detail you can give around that? And then also on the -- just to clarify for the 9.8x multiple that you gave today. I presume that includes the $200 million and the full $120 million of synergies that's in that figure with the year 4 synergies being in 2030. Is that correct?

Okay. Thanks for your questions. So I guess you know the answers on the when and how much are on Slide 17. So we anticipate to do this extra EUR 2 billion in the 2 years following the acquisitions. In a way, we're not in an emergency because we don't need to. We could do without disposal, but we see the opportunity to accelerate the asset rotation. That's more the way to think about why we're doing that, which means that when you see the figures, it's not starting now the disposal. That's why it's not a disposal to be able to afford this acquisition, if you want. It's not at all the way to look at it. It's quite the reverse. This acquisition is an opportunity to accelerate the asset rotation, which we've already started 2 years ago. We are going on and in an accelerated mode. That's more the way to think about it. Having in mind that as Emmanuelle said in her speech, we are okay with the leverage anyhow. And so as I said, we don't have to dispose of it. It's a constant decision given the profile of some mature sets compared to the opportunities we have. So it keeps us some flexibility. That's more of the way to think. In terms of multiples, yes, it includes the full speed synergies the 9.8x.

Olly, our valuation, of course, it's, of course, prioritize value creation through synergies. You know us. And we have succeeded in reaching below 10x 2026 EBITDA multiple, so 9.8x, thanks to significant synergies that we have mentioned before, the $120 million. And you know that we have an amazing track record in terms of synergies. And we have, in the U.S., a team which is already prepared to generate synergy coming from the merger with Suez, but also with the tuck-in we did this year or the [ 5 ] taking into consideration the one that we did last year.

And we have no further questions at this time. I would like to turn it back to Estelle Brachlianoff for closing remarks.

Thank you very much. You've understood. I'm very happy about this most transformative acquisition we announced this morning, value-creative, but transformative as well, not only by doubling the size of hazardous waste business in the U.S., becoming #2 in this sector in the U.S. and enhancing the growth profile of the group and enhancing the -- and accelerating the asset rotation to EUR 8.5 billion over the duration of GreenUp. So we are really on our way to deliver GreenUp. Thank you very much.

Thank you. And ladies and gentlemen, this concludes today's conference call. Thank you all for joining. You may now disconnect.