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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 8, 1994
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
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WMX TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-7327 36-2660763
(COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
3003 BUTTERFIELD ROAD, OAK BROOK, ILLINOIS 60521
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(708) 572-8800
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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Item 5. Other Events.
------------
The registrant on February 8, 1994 issued a news release reporting its
results of operations for the fourth quarter of 1993 and for the year as a whole
and the registrant's target of 5 percent to 10 percent growth in earnings per
share in 1994, and on February 9, 1994 issued a news release reporting its
approved capital budget of $1.55 billion for 1994, its target of positive cash
flow of $200 to $400 million for 1994 and its expectation of flat results of
operations for the first quarter of 1994 compared to the fourth quarter of 1993.
Copies of the news releases are filed as exhibits to this report and are hereby
incorporated by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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No financial statements or pro forma financial information are filed as a
part of this report. The exhibit filed as part of this report is listed in the
Exhibit Index hereto.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WMX TECHNOLOGIES, INC.
By: /s/ Thomas C. Hau
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Thomas C. Hau
Vice President
Dated: February 10, 1994
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit*
----------------------------------
1. None
2 None
4. None
16. None
17. None
21. None
24. None
25. None
28.1 News release dated February 8, 1994 issued by WMX Technologies, Inc.
28.2 News release dated February 9, 1994 issued by WMX Technologies, Inc.
- -----------------------
*Exhibits not listed are inapplicable.
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Exhibit 28.1
Analyst Contact: Media Contact:
James E. Koenig William J. Plunkett
(708) 572-8822 (708) 572-8898
WMX TECHNOLOGIES, INC. REPORTS FOURTH QUARTER RESULTS;
PROJECTS EARNINGS TO GROW AT 5 PERCENT TO 10 PERCENT IN 1994
Oak Brook, Illinois, February 8, 1994 -- WMX Technologies, Inc. today
reported financial results for the fourth quarter and full year 1993.
For the quarter ended December 31, 1993, revenue was $2,386,909,000 versus
$2,203,080,000 in the quarter a year earlier. Net income was $162,923,000, or
$0.34 per share, versus $182,805,000, or $0.37 per share, in the quarter in
1992.
For the full year ended December 31, 1993, net income was $452,776,000, or
$0.93 per share, compared with $850,036,000, or $1.72 per share, in 1992.
Revenue was $9,135,577,000 compared with $8,661,027,000 in 1992.
As discussed below, net income for both 1993 and 1992 was impacted by
special charges, gains from stock issuances by subsidiaries and, in 1992,
accounting changes. Excluding such items in both years, earnings per share were
$1.53 in 1993 compared with $1.68 in 1992.
"We are obviously disappointed with our 1993 performance, as we know our
shareholders are," said Dean L. Buntrock, Chairman and Chief Executive Officer,
"but we believe that we have now taken the steps necessary to return our Company
to a position of overall earnings growth for 1994. Our target is a 5 percent to
10 percent growth in earnings per share in 1994.
"During the past three years, we have heavily invested both financial
resources and senior management time in an aggressive expansion into new service
lines and geographic markets. Our achievements during this period have included
the successful public offering and rapid expansion of Waste Management
International; Wheelabrator Technologies' successful expansion through targeted
acquisitions of water, wastewater and air pollution control technologies; and
the formation during 1993 of Rust International as a premier environmental
engineering,
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consulting and remediation company. These efforts have positioned WMX
Technologies as the undisputed leader of the global environmental services
market.
"At the same time, our core North American solid and hazardous waste
operations have faced very difficult business conditions, including a lengthy
recession which masked, to a certain extent, some important structural changes
in these markets. During 1993, we moved to address these developments, first,
with a major restructuring of our Chemical Waste Management subsidiary. As a
result, we have strengthened and streamlined that business and concentrated on
generating increased returns from the markets in which Chemical Waste Management
participates.
"We next turned our attention to our North American solid waste services
company by forming a new Waste Management, Inc. corporate management team and
returning to the nine-group management structure it had in 1992. This
reorganization is designed to focus the talents of our most senior management on
addressing division-level operations and profitability issues, decreasing our
operating costs, improving returns on capital in place and growing the business.
"While we believe these efforts will improve our performance in 1994, they
have been disruptive to the Waste Management organization and increased its
fourth quarter costs." Fourth quarter results were impacted by a variety of
reorganization-related expenses including costs associated with workforce
reductions and related relocations involving approximately 500 people within
Waste Management.
The increased focus on profitability improvement within Waste Management,
Inc. has led to selective dispositions of operating divisions and other assets.
In this regard, Waste Management has signed an agreement to sell its Modulaire
division, a mobile/modular office rental, sales and servicing business, to GE
Capital Modular Space, a division of Transport International Pool, Inc., a
subsidiary of General Electric Capital Corporation. The sale is expected to
close in the first quarter.
The fourth quarter provided some encouragement, the Company said. Chemical
Waste Management's restructuring plan is on schedule and it is meeting its core
business revenue and profitability targets. Good progress is being made in the
faster growing Wheelabrator Technologies, Rust International and Waste
Management International groups as each extends its capabilities and market
presence.
Chemical Waste Management continues to respond to recent changes in the
hazardous waste services marketplace with efforts
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to drive down its costs and improve profitability. During the fourth quarter,
the subsidiary's Port Arthur, Texas hazardous waste incinerator facility
received authorization from the U.S. Environmental Protection Agency to begin
receiving wastes from Superfund site cleanups. Chemical Waste Management noted,
however, that the incineration marketplace continues to be characterized by
excess capacity that may continue for the foreseeable future.
Wheelabrator Technologies began commercial operations at its owned-and-
operated composting facility located at the Waste Management, Inc. Turnkey
landfill in Rochester, N.H. in the quarter. The subsidiary also opened offices
in Singapore and Mexico City to facilitate sale of its water and air pollution
control systems in the Pacific Rim and Mexico.
Rust International continued its acquisition program in the U.S. and
overseas during the quarter. It completed the acquisition of Sky Climber in
October, expanding its scaffolding services capability. It signed a letter of
intent to acquire Kennedy and Donkin, a 950-person U.K.-based engineering firm,
which will add engineering and design expertise and experience in the utility
power industry. Shortly after the quarter ended, it completed the acquisition
of Wahler Associates, expanding its environmental consulting expertise in
California. Rust also was notified in recent months that it has been qualified
to bid on projects for the remediation of Hill and Kelly Air Force bases. In
January 1994, it was notified that it was selected as one of four companies to
bid on the cleanup of hazardous waste sites at Tinker and Eglin Air Force bases.
Overseas, the Waste Management International plc subsidiary continued to
expand in 1993. Revenue in Europe grew despite the fact that only the United
Kingdom experienced positive economic growth during 1993. The subsidiary
expanded in the U.K., Germany, the Netherlands, France, Denmark and Finland
through acquisitions and internal growth. In Hong Kong, commercial operations
began at its chemical waste treatment facility and it was awarded an
approximately U.S. $450-million project to develop the SENT landfill. The
project includes construction, site operations for 13 years, and aftercare for a
further 30 years. Shortly after year-end, it began operating Indonesia's first
commercial hazardous waste landfill near Cibinong, West Java. In Taiwan,
through a joint venture with Ret-Ser, one of the country's largest construction
groups, it has submitted bids for several trash-to-energy projects.
Operating results for both 1993 and 1992 were impacted by special charges,
gains from stock issuances of subsidiaries, and, in 1992, accounting changes.
The following table reconciles reported earnings per share to earnings excluding
such items:
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<TABLE>
<CAPTION>
Fourth Quarter Full Year
-------------- --------------
1992 1993 1992 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Reported earnings per share $ .37 $ .34 $1.72 $ .93
Chemical Waste Management asset
revaluation and restructuring
charge -- -- -- .59
Gain on stock issuances by
subsidiaries -- -- (.42) (.02)
Other special charges .05 -- .24 --
Adjustment to deferred income
taxes resulting from 1993 tax
law change -- -- -- .03
Accounting changes -- -- .14 --
------ ------ ----- -----
Earnings per share excluding
above items $ .42 $ .34 $1.68 $1.53
====== ====== ===== =====
</TABLE>
In addition, higher U.S. tax rates in effect in 1993 negatively impacted
1993 income by approximately $.04 per share compared to 1992.
WMX Technologies, Inc., formerly named Waste Management, Inc., is the
leading international environmental services company. Based in Oak Brook,
Illinois, its principal subsidiaries include Waste Management, Inc., Chemical
Waste Management, Wheelabrator Technologies, Rust International and Waste
Management International.
END OF TEXT/TABLES TO FOLLOW
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WMX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED DECEMBER 31
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
1992 * 1993
----------- -----------
<S> <C> <C>
REVENUE $2,203,080 $2,386,909
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Operating expenses $1,503,822 $1,677,912
Special charges 56,450 --
Selling and administrative expenses 277,806 298,719
Goodwill amortization 20,441 26,737
Interest expense 57,079 84,631
Interest income (11,458) (10,164)
Minority interest 25,328 37,605
Sundry income, net (31,429) (14,021)
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Income before income taxes $ 305,041 $ 285,490
Provision for income taxes 122,236 122,567
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NET INCOME $ 182,805 $ 162,923
========== ==========
AVERAGE SHARES AND
EQUIVALENT SHARES OUTSTANDING 490,525 483,453
========== ==========
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE $0.37 $0.34
========== ==========
</TABLE>
* Certain amounts have been restated to conform to 1993 classifications.
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WMX TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE TWELVE MONTHS ENDED DECEMBER 31
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
1992 * 1993
----------- -----------
<S> <C> <C>
REVENUE $8,661,027 $9,135,577
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Operating expenses $5,945,762 $6,346,914
Special charges 219,900 550,000
Selling and administrative expenses 1,048,047 1,128,202
Goodwill amortization 77,144 94,391
Gains from stock transactions of
subsidiaries (263,489) (15,109)
Interest expense 223,052 300,878
Interest income (57,693) (41,432)
Minority interest 156,824 57,986
Sundry income, net (86,932) (95,424)
---------- ----------
Income before income taxes and
cumulative effect of accounting
changes $1,398,412 $ 809,171
Provision for income taxes 477,237 356,395
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Income before cumulative effect
of accounting changes $ 921,175 $ 452,776
Cumulative effect of accounting
changes, net of minority interest
in portion relating to
subsidiaries --
Postretirement benefits, net of tax (36,579) --
Income taxes (34,560) --
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NET INCOME $ 850,036 $ 452,776
========== ==========
AVERAGE SHARES AND
EQUIVALENT SHARES OUTSTANDING 493,948 485,374
========== ==========
EARNINGS (LOSS) PER COMMON AND
COMMON EQUIVALENT SHARE
Before cumulative effect of
accounting changes $ 1.86 $0.93
Cumulative effect of accounting changes --
Postretirement benefits (.07) --
Income taxes (.07) --
---------- ----------
Net income $ 1.72 $0.93
========== ==========
</TABLE>
* Certain amounts have been restated to conform to 1993 classifications.
####
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EXHIBIT 28.2
Analyst Contact: Media Contact:
James Koenig William Plunkett
(708) 572-8822 (708) 572-8898
WMX TECHNOLOGIES ANNOUNCES 1994 CAPITAL BUDGET
AND FIRST QUARTER EXPECTATIONS
Oak Brook, Illinois, February 9, 1994 -- WMX Technologies, Inc. today
announced that its Board of Directors has approved a capital expenditures budget
for 1994 of $1.55 billion.
The Company said it would allocate $710 million to its North American solid
waste services subsidiary, Waste Management, Inc., and $67 million to its North
American hazardous waste services subsidiary, Chemical Waste Management, Inc.
The Company said it also would allocate $240 million to its Wheelabrator
Technologies Inc. energy, water, wastewater, and air pollution control services
and systems subsidiary; $130 million to its Rust International Inc.
environmental engineering, consulting, remediation and industrial services
company and $400 million to its international subsidiary, Waste Management
International plc. On this basis, the Company said its target is to generate
positive cash flow of $200 to $400 million during the year.
WMX Technologies also indicated that financial results in the first quarter
ending March 31, 1994 are expected to be flat compared with the fourth quarter
of 1993. The Company attributed this primarily to continuing efforts to
streamline its Waste Management, Inc. solid waste operations and the impact of
severe weather in Northern and Northeastern states.
WMX Technologies, Inc., formerly named Waste Management, Inc., is the
leading international environmental services company. Based in Oak Brook,
Illinois, its principal subsidiaries include Waste Management, Inc., Chemical
Waste Management, Inc. Wheelabrator Technologies Inc., Rust International Inc.
and Waste Management International plc.
#####
