<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FEBRUARY 5, 1996
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
----------------------------------
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.
------------
On February 5, 1996, the registrant issued a news release reporting its
results of operations for the three months and year ended December 31, 1995 and
the registrant's belief that in light of the level of recyclable commodity
pricing and the severe weather conditions that are negatively impacting the
registrant's Waste Management, Inc. operations, the registrant anticipates a 5
to 10 percent earnings growth rate for 1996. A copy of the news release is
filed herewith as an exhibit and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
------------------------------------------------------------------
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 A. Witt
----------------------------------
Thomas A. Witt
Vice President
Dated: February 6, 1996
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WMX TECHNOLOGIES, INC.
EXHIBIT INDEX
Number and Description of Exhibit/*/
---------------------------------
1. None
2. None
4. None
16. None
17. None
20. None
23. None
24. None
27. None
99.1 News release dated February 5, 1996 issued by WMX Technologies, Inc.
- ------------------------
/*/ Exhibits not listed are inapplicable.
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Analyst contact: Media contact:
James E. Koenig William J. Plunkett
(708) 572-8822 (708) 572-8898
WMX TECHNOLOGIES, INC. REPORTS FINANCIAL RESULTS
Oak Brook, Illinois, February 5, 1996 -- WMX Technologies, Inc., the
international environmental services company, today reported results for the
fourth quarter and year end 1995.
For the quarter ended December 31, 1995, revenue from continuing operations
was $2.55 billion compared with $2.50 billion in the same quarter of 1994. Net
income from continuing operations (after special charges) was $110.0 million, or
$.23 per share, versus $205.5 million, or $.42 per share, for the year-ago
quarter. For the full year 1995, net income from continuing operations was
$654.6 million, or $1.35 per share, compared with $776.5 million, or $1.60 per
share, in 1994.
Earnings for both years were impacted by special charges, and 1995 by costs
related to the early extinguishment of Liquid Yield Option Notes ("LYONs") put
to the company by the holders. The following table reconciles reported earnings
to earnings excluding such items:
<TABLE>
<CAPTION>
Quarter Ended Year Ended
December 31 December 31
------------- ------------
1995 1994 1995 1994
------ ----- ----- -----
<S> <C> <C> <C> <C>
Reported earnings per share
from continuing operations $0.23 $0.42 $1.35 $1.60
Special charges -
Chemical Waste Management, Inc. -- -- 0.19 --
Waste Management International plc 0.23 -- 0.23 --
Rust International Inc. -- 0.01 -- 0.01
Costs related to early extinguishment of debt -- -- 0.01 --
----- ----- ----- -----
Earnings per share from continuing
operations excluding above items $0.46 $0.43 $1.78 $1.61
Income from operations of
discontinued businesses -- -- .02 .02
----- ----- ----- -----
$0.46 $0.43 $1.80 $1.63
===== ===== ===== =====
</TABLE>
In the fourth quarter, the Company's Waste Management International plc
subsidiary
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recorded a largely non-cash charge of $194.6 million pretax, primarily related
to the actions it is taking to sell or discontinue non-core businesses and
investments, as well as core businesses and investments in low potential
markets, abandon certain hazardous waste treatment and processing technologies,
and streamline its country management organization.
Also in the fourth quarter, the Company's Rust International Inc.
subsidiary began implementing its previously announced decision to exit the
process engineering, construction, special contracting and similar lines of
business, and focus on its environmental and infrastructure engineering and
consulting and industrial services businesses. Accordingly, operating results
of the businesses to be discontinued have been segregated from continuing
operations in the income statement. Revenues for these businesses were $144.9
million and $731.7 million, respectively, for the fourth quarter and full year
1995, versus $153.8 million and $542.6 million for the comparable 1994 periods.
Rust has retained investment bankers to assist with the disposal of certain of
the discontinued businesses. After consideration of advice from the bankers
regarding the likely range of selling prices for the businesses to be sold, Rust
recorded a fourth quarter non-cash provision for loss of $96.8 million before
tax.
For the full year 1995, revenue from continuing operations was $10.25
billion compared with $9.55 billion in 1994. Net income was $603.9 million, or
$1.24 per share, in 1995 and $784.4 million, or $1.62 per share, in 1994.
"During 1995, we implemented a variety of steps in order to enable our
Company to increase the returns on the assets we have in place and to generate
an increasing level of owners' cash," said Dean L. Buntrock, Chairman and Chief
Executive Officer of WMX Technologies, Inc. "We are now running our Company
with four global lines of business and with two fewer public companies. We
expect to continue to review assets or businesses that do not add value to our
Company's lines of business, and steps will be taken to turn these assets into
cash. During the year, the land disposal operations of Chemical Waste
Management were integrated into the Waste Management organization.
Additionally, management of the industrial cleaning and scaffolding business of
Rust International also was integrated with the Waste Management organization.
"With the many changes we have made to our organization in 1995, we are
very pleased that our earnings from continuing operations grew approximately 10
percent. The Company also generated more than $500 million of owners' cash
(cash from operations net of capital expenditures and dividends) this past year.
"Our positive results from our Waste Management, Inc. North American solid
waste and recycling services subsidiary offset less than expected results from
the Rust International and Waste Management International subsidiaries. Waste
Management's results also benefitted from favorable commodities prices in the
first three quarters of 1995, although in the fourth quarter commodity prices
were below the level of the third quarter and the comparable 1994 period."
Mr. Buntrock noted that Waste Management's growing recycling services are
an evolving part of its business and are integral to the solid waste services
offered to customers. "Waste Management is working to reduce its exposure to
the volatility related to fluctuating
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commodity prices by introducing management systems designed to better monitor
and manage costs in recycling collection and processing operations and to
improve its management of commodity sales," Mr. Buntrock said. "Unfortunately,
because we cannot control short-term swings in prices for the commodities we
recover and sell, recycling adds an element of unpredictability to Waste
Management's business which could impact its results.
"During 1996, we will continue to implement the recommendations of the
strategic initiative we began a year ago to unify WMX as a single environmental
services company operating four global lines of business," Mr. Buntrock said.
"We will continue our efforts to simplify our structure, to focus on core
environmental services and to allocate our capital to opportunities that provide
value to our shareholders. Our capital budget will be $1.2 billion without
acquisitions. We expect to generate more than $600 million in owners' cash,
which we can use to buy back shares, to reduce debt and for acquisitions. Our
foremost financial goal will be to add value to our business.
"As we began 1996, recycling commodity prices are significantly below
levels which were achieved in 1995 and at this point, we do not see these prices
recovering to the 1995 levels. Also, severe weather conditions and record snow
storms in the northern and eastern regions of the country are negatively
impacting our Waste Management operations. Because of these two uncontrollable
factors, we would anticipate a 5 to 10 percent earnings growth rate for 1996."
WMX Technologies, Inc., based in Oak Brook, Illinois, is the leading
international environmental services company. Its principal subsidiaries
include Waste Management, Inc., Chemical Waste Management, Inc., Wheelabrator
Technologies Inc., Rust International Inc. and Waste Management International
plc.
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>
1994* 1995
---------- ----------
<S> <C> <C>
REVENUE $2,504,602 $2,547,540
---------- ----------
Operating expenses $1,721,324 $1,749,309
Special charges -- 194,593
Goodwill amortization 26,881 28,761
Selling and administrative expenses 300,401 295,363
Interest expense 93,422 101,633
Interest income (9,405) (8,193)
Minority interest 37,012 (13,094)
Sundry income, net (17,751) (21,983)
---------- ----------
Income from continuing operations
before income taxes $ 352,718 $ 221,151
Provision for income taxes 147,252 111,116
---------- ----------
Income from continuing operations $ 205,466 $ 110,035
Discontinued operations:
Income from operations of
discontinued businesses, less
applicable income taxes and
minority interest of $5,808 in
1994 and $5,110 in 1995 301 2,293
Provision for loss on disposal, less
applicable income tax benefit and
minority interest of $34,151 -- (62,649)
---------- ----------
NET INCOME $ 205,767 $ 49,679
========== ==========
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 484,561 487,496
========== ==========
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE
Continuing operations $0.42 $ 0.23
Discontinued operations -
Income from operations -- --
Provision for loss -- (0.13)
----- ------
NET INCOME $0.42 $ 0.10
===== ======
</TABLE>
* Certain amounts have been restated to conform to 1995 classifications.
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<PAGE>
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>
1994* 1995
---------- -----------
<S> <C> <C>
REVENUE $9,554,705 $10,247,617
---------- -----------
Operating expenses $6,543,687 $ 7,045,070
Special charges -- 335,193
Goodwill amortization 108,093 117,482
Selling and administrative expenses 1,159,500 1,174,636
Interest expense 335,175 424,736
Interest income (34,488) (39,804)
Minority interest 145,760 94,359
Sundry income, net (66,487) (75,688)
---------- -----------
Income from continuing operations
before income taxes $1,363,465 $ 1,171,633
Provision for income taxes 586,974 517,043
---------- -----------
Income from continuing operations $ 776,491 $ 654,590
Discontinued operations:
Income from operations of
discontinued businesses, less
applicable income taxes and
minority interest of $11,757 in
1994 and $15,040 in 1995 7,890 11,958
Provision for loss on disposal, less
applicable income tax benefit and
minority interest of $34,151 -- (62,649)
---------- -----------
NET INCOME $ 784,381 $ 603,899
========== ===========
AVERAGE COMMON AND COMMON
EQUIVALENT SHARES OUTSTANDING 484,144 485,972
========== ===========
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
EARNINGS PER COMMON AND
COMMON EQUIVALENT SHARE
Continuing operations $1.60 $ 1.35
Discontinued operations -
Income from operations .02 0.02
Provision for loss -- (0.13)
----- ------
NET INCOME $1.62 $ 1.24
===== ======
</TABLE>
* Certain amounts have been restated to conform to 1995 classifications.
####
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