<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported): July 16, 1998
WASTE MANAGEMENT, INC.
(Exact name of registrant as specified in its charter)
Commission file number 1-12154
DELAWARE 73-1309529
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 FANNIN, SUITE 4000
HOUSTON, TEXAS 77002
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 512-6200
USA WASTE SERVICES, INC.
(Former name or former address, if changed since last report)
<PAGE>
The Current Report on Form 8-K/A amends the Current Report on Form 8-K, event
dated July 16, 1998, filed with the Securities and Exchange Commission on July
16, 1998 (the "Form 8-K") by Waste Management, Inc. (formerly known as USA Waste
Services, Inc.), a Delaware corporation (the "Registrant"). Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Form 8-K.
The following amendments to Item 7 of the Form 8-K are hereby made.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Item 7 of the Form 8-K is hereby amended in its entirety to read as
follows:
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED.
The following historical financial statements and notes thereto
are of Old Waste Management are included herein:
. Consolidated Balance Sheets (unaudited) as of March 31, 1997,
December 31, 1997 and March 31, 1998.
. Consolidated Statements of Income (unaudited) for the three months
ended March 31, 1996, 1997 and 1998.
. Consolidated Statements of Stockholders' Equity (unaudited) for the
three months ended March 31, 1996, 1997 and 1998.
. Consolidated Statements of Cash Flows (unaudited) for the three
months ended March 31, 1996, 1997 and 1998.
. Notes to Consolidated Financial Statements.
. Report of Independent Public Accountants.
. Consolidated Balance Sheets as of December 31, 1995, 1996 and 1997.
. Consolidated Statements of Income for the four years ended December
31, 1997.
. Consolidated Statements of Cash Flows for the four years ended
December 31, 1997.
. Consolidated Statements of Stockholders' Equity for the four years
ended December 31, 1997.
. Notes to Consolidated Financial Statements.
In the following historical financial statements, Old Waste Management is
referred to as "Waste Management, Inc.".
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(000's omitted)
Assets
<TABLE>
<CAPTION>
Restated
--------------
March 31, 1997 December 31, 1997 March 31, 1998
-------------- ----------------- --------------
CURRENT ASSETS:
<S> <C> <C> <C>
Cash and cash equivalents $ 491,959 $ 132,811 $ 311,861
Short-term investments 631,006 59,296 3,053
Accounts receivable, less reserve of $48,359 at
March 31, 1997, $51,805 at December 31, 1997 and
$54,161 at March 31, 1998 1,565,520 1,539,413 1,463,754
Employee receivables 10,291 7,817 11,620
Parts and supplies 142,221 119,039 123,933
Costs and estimated earnings in excess of billings on
uncompleted contracts 255,184 158,610 158,964
Prepaid expenses 125,846 128,520 106,441
----------- ----------- -----------
Total Current Assets $ 3,222,027 $ 2,145,506 $ 2,179,626
----------- ----------- -----------
PROPERTY AND EQUIPMENT, at cost:
Land, primarily disposal sites $ 4,567,871 $ 3,811,887 $ 3,866,957
Buildings 1,474,880 1,327,179 1,313,222
Vehicles and equipment 7,365,031 6,572,424 6,531,178
Leasehold improvements 86,249 77,202 81,732
----------- ----------- -----------
$13,494,031 $11,788,692 $11,793,089
Less--Accumulated depreciation and amortization (4,927,103) (4,534,543) (4,666,663)
----------- ----------- -----------
Total Property and Equipment, Net $ 8,566,928 $ 7,254,149 $ 7,126,426
----------- ----------- -----------
OTHER ASSETS:
Intangible assets relating to acquired businesses, net $ 3,728,860 $ 3,198,374 $ 3,686,079
Net assets of continuing businesses and surplus real
estate held for sale 262,664 154,384 137,995
Sundry, including other investments 887,176 836,685 733,874
----------- ----------- -----------
Total Other Assets $ 4,878,700 $ 4,189,443 $ 4,557,948
----------- ----------- -----------
Total Assets $16,667,655 $13,589,098 $13,864,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
(000's omitted except per share amounts)
Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>
Restated
-------------------
March 31, 1997 December 31, 1997 March 31, 1998
------------------- ------------------- -------------------
CURRENT LIABILITIES:
<S> <C> <C> <C>
Portion of long-term debt payable within one year $ 1,063,426 $ 1,548,465 $ 1,025,685
Obligation to former Wheelabrator Technologies Inc.
shareholders - - 876,232
Accounts payable 861,533 758,047 687,419
Accrued expenses 1,590,711 1,652,314 1,683,398
Unearned revenue 208,800 233,579 236,339
----------- ----------- -----------
Total Current Liabilities $ 3,724,470 $ 4,192,405 $ 4,509,073
----------- ----------- -----------
DEFERRED ITEMS:
Income taxes $ 422,499 $ 212,869 $ 216,797
Environmental liabilities 700,337 840,378 851,406
Other 728,014 808,556 794,257
----------- ----------- -----------
Total Deferred Items $ 1,850,850 $ 1,861,803 $ 1,862,460
----------- ----------- -----------
LONG-TERM DEBT, less portion payable within one year $ 6,139,969 $ 5,078,557 $ 5,398,132
----------- ----------- -----------
NET LIABILITIES OF DISCONTINUED OPERATIONS $ 32,342 $ - $ -
----------- ----------- -----------
MINORITY INTEREST IN SUBSIDIARIES $ 1,146,967 $ 1,110,681 $ 739,442
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $1 par value (issuable in
series), 50,000,000 shares authorized; none
outstanding during the periods $ - $ - $ -
Common stock, $1 par value; 1,500,000,000 shares
authorized; 507,101,774 shares issued 507,102 507,102 507,102
Additional paid-in capital 956,987 932,253 990,270
Cumulative translation adjustment (186,140) (239,319) (253,938)
Retained earnings 3,264,215 1,735,371 1,730,516
----------- ----------- -----------
$ 4,542,164 $ 2,935,407 $ 2,973,950
Less: Treasury stock; 12,291,956 shares at March 31,
1997, 41,177,630 at December 31, 1997, and
40,983,967 at March 31, 1998, at cost 403,747 1,271,885 1,265,976
1988 Employee Stock Ownership Plan 4,729 - -
Employee Stock Benefit Trust; 10,886,361
shares in 1997 and 1998, at market 329,312 299,375 335,436
Minimum pension liability 18,885 7,393 7,393
Restricted Stock unearned compensation 12,434 11,102 10,252
----------- ----------- -----------
Total Stockholders' Equity $ 3,773,057 $ 1,345,652 $ 1,354,893
----------- ----------- -----------
Total Liabilities and Stockholders' Equity $16,667,655 $13,589,098 $13,864,000
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statements of Income
For the Three Months Ended March 31
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
Restated
--------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
REVENUE $2,144,479 $2,204,985 $2,131,621
---------- ---------- ----------
Operating expenses $1,532,718 $1,697,528 $1,621,985
Special charge - 15,916 -
Asset impairment loss 118 5,905 -
Selling and administrative expenses 261,821 249,816 263,882
Interest expense 108,723 115,055 115,574
Interest income (6,240) (12,362) (4,310)
Minority interest 26,443 27,075 25,302
(Income) loss from continuing operations held
for sale, net of minority interest (1,172) (119) 2,416
Sundry income, net (22,685) (135,445) (64,196)
---------- ---------- ----------
Income from continuing operations before
income taxes $ 244,753 $ 241,616 $ 170,968
Provision for income taxes 111,182 127,231 96,551
---------- ---------- ----------
Income from continuing operations $ 133,571 $ 114,385 $ 74,417
Discontinued operations:
Income from operations, less applicable income
taxes and minority interest of $4,497 in 1996 4,377 - -
Income from reserve adjustment, net of
applicable income taxes and minority
interest of $1,530 in 1996 and $7 in 1997 470 647 -
---------- ---------- ----------
NET INCOME $ 138,418 $ 115,032 $ 74,417
========== ========== ==========
AVERAGE COMMON SHARES OUTSTANDING 489,231 483,993 455,096
========== ========== ==========
EARNINGS PER SHARE:
Basic -
Continuing operations $ 0.27 $ 0.24 $ 0.16
Discontinued operations 0.01 - -
---------- ---------- ----------
Net Income $ 0.28 $ 0.24 $ 0.16
========== ========== ==========
Diluted -
Continuing operations $ 0.27 $ 0.23 $ 0.16
Discontinued operations 0.01 - -
---------- ---------- ----------
Net Income $ 0.28 $ 0.23 $ 0.16
========== ========== ==========
DIVIDENDS DECLARED PER SHARE $ 0.15 $ 0.16 $ 0.17
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 1996
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
1988
Employee
Additional Cumulative Stock
Common Paid-In Translation Retained Treasury Ownership
Stock Capital Adjustment Earnings Stock Plan
--------- ---------- ----------- ----------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1996 $ 498,817 $ 438,816 $ (102,943) $ 3,582,861 $ - $ 13,062
Net income for the period (restated) - - 138,418 - -
Cash dividends ($.15 per share) - - (74,173) - -
Dividends paid to Employee Stock Benefit
Trust - 1,718 - (1,718) - -
Common stock issued upon exercise of stock
options 48 (2,354) - - (1,814) -
Treasury stock received in connection with
exercise of stock options - - - 714 -
Tax benefit of non-qualified stock options
exercised - 1,289 - - -
Contribution to 1988 Employee Stock
Ownership Plan - - - - - (1,667)
Treasury stock received as settlement for
claims - - - 1,100 -
Common stock issued upon conversion of
Liquid Yield Option Notes 100 1,768 - - - -
Common stock issued for acquisitions 7,093 198,618 - - - -
Common stock purchased through
non-qualified deferred compensation plan 6,009
Adjustment of Employee Stock Benefit Trust
to market value - 23,026 - - -
Cumulative translation adjustment of
Foreign currency statements - - (9,539) - - -
--------- ---------- ------------ ----------- --------- -----------
Balance, March 31, 1996 (restated) $ 506,058 $ 668,890 $ (112,482) $ 3,645,388 $ - $ 11,395
========= ========== ============ =========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Employee
Stock Minimum
Benefit Pension
Trust Liability
--------- -----------
<S> <C> <C>
Balance, January 1, 1996 $ 350,151 $ 11,692
Net income for the period (restated) - -
Cash dividends ($.15 per share) - -
Dividends paid to Employee Stock Benefit
Trust - -
Common stock issued upon exercise of stock
options (10,969) -
Treasury stock received in connection with
exercise of stock options - -
Tax benefit of non-qualified stock options
exercised - -
Contribution to 1988 Employee Stock
Ownership Plan - -
Treasury stock received as settlement for
claims - -
Common stock issued upon conversion of
Liquid Yield Option Notes - -
Common stock issued for acquisitions - -
Common stock purchased through
non-qualified deferred compensation
plan - -
Adjustment of Employee Stock Benefit Trust
to market value 23,026 -
Cumulative translation adjustment of
foreign currency statements - -
--------- -----------
Balance, March 31, 1996 (restated) $ 362,208 $ 11,692
========= ===========
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 1997
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
Additional Cumulative
Common Paid-In Translation Retained Treasury
Stock Capital Adjustment Earnings Stock
--------- ----------- ------------ ----------- --------
<S> <C> <C> <C> <C> <C>
<C>
Balance, January 1, 1997 $507,102 $887,026 $(79,213) $3,228,346 $419,871
Net income for the period (restated) - - - 115,032 -
Cash dividends ($.16 per share) - - - (77,422) -
Dividends paid to Employee Stock
Benefit Trust - 1,741 - (1,741) -
Common stock issued upon exercise of
stock options - (4,733) - - (16,029)
Compensation paid with stock
options - 701 - - -
Tax benefit of non-qualified stock
options exercised - 1,498 - - -
Unearned compensation related to
issuance of restricted stock to
employees - - - - -
Earned compensation related to
restricted stock (net of
reversals on forfeited shares) - - - - -
Contribution to 1988 Employee Stock
Ownership Plan - - - - -
Treasury stock received as
settlement for claims - - - - 141
Common stock issued upon conversion
of Liquid Yield Option Notes - (91) - - (236)
Temporary equity related to put
options - 95,789 - - -
Settlement of put options - (1,605) - - -
Common stock purchased through
non-qualified deferred
compensation plan - 1,156 - - -
Adjustment of Employee Stock
Benefit Trust to market value - (24,495) - - -
Cumulative translation adjustment
of foreign currency statements - - (106,927) - -
-------- -------- --------- ---------- --------
Balance, March 31, 1997 (restated) $507,102 $956,987 $(186,140) $3,264,215 $403,747
======== ======== ========= ========== ========
</TABLE>
<TABLE>
<CAPTION>
1988
Employee Employee Restricted
Stock Stock Minimum Stock -
Ownership Benefit Pension Unearned
Plan Trust Liability Compensation
--------- --------- --------- ------------
<S> <C> <C> <C> <C>
Balance, January 1, 1997 $6,396 $353,807 $18,885 $ 2,541
Net income for the period (restated) - - - -
Cash dividends ($.16 per share) - - - -
Dividends paid to Employee Stock
Benefit Trust - - - -
Common stock issued upon exercise of
stock options - - - -
Compensation paid with stock
options - - - -
Tax benefit of non-qualified stock
options exercised - - - -
Unearned compensation related to
issuance of restricted stock to
employees - - - 10,001
Earned compensation related to
restricted stock (net of
reversals on forfeited shares) - - - (108)
Contribution to 1988 Employee Stock
Ownership Plan (1,667) - - -
Treasury stock received as
settlement for claims - - - -
Common stock issued upon conversion
of Liquid Yield Option Notes - - - -
Temporary equity related to put
options - - - -
Settlement of put options - - - -
Common stock purchased through
non-qualified deferred
compensation plan - - - -
Adjustment of Employee Stock
Benefit Trust to market value - (24,495) - -
Cumulative translation adjustment
of foreign currency statements - - - -
------ -------- ------- -------
Balance, March 31, 1997 (restated) $4,729 $329,312 $18,885 $12,434
====== ======== ======= =======
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statement of Stockholders' Equity
For the Three Months Ended March 31, 1998
(Unaudited)
(000's omitted except per share amounts)
<TABLE>
<CAPTION>
Additional Cumulative
Common Paid-In Translation Retained Treasury
Stock Capital Adjustment Earnings Stock
-------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C>
Balance, January 1, 1998 $507,102 $932,253 $(239,319) $1,735,371 $1,271,885
Net income for the period - - - 74,417 -
Cash dividends ($.17 per share) - - - (77,422) -
Dividends paid to Employee Stock
Benefit Trust - 1,850 - (1,850) -
Common stock issued upon exercise
of stock options - (1,025) - - (5,577)
Tax benefit of non-qualified stock
options exercised - 300 - - -
Earned compensation related to
restricted stock(net of
reversals on forfeited shares) - - - - -
Reversal of unearned compensation upon
cancellation of restricted stock - - - - -
Common stock issued upon conversion
of Liquid Yield Option Notes - (95) - - (332)
Common stock purchased through
non-qualified deferred
compensation plan - 788 - - -
Conversion of WTI stock options
to WMI stock options - 20,138 - - -
Adjustment of Employee Stock
Benefit Trust to market value - 36,061 - - -
Cumulative translation adjustment
of foreign currency statements - - (14,619) - -
-------- -------- --------- ---------- ----------
Balance, March 31, 1998 $507,102 $990,270 $(253,938) $1,730,516 $1,265,976
======== ======== ========= ========== ==========
</TABLE>
<TABLE>
<CAPTION>
1988
Employee Employee Restricted
Stock Stock Minimum Stock
Ownership Benefit Pension Unearned
Plan Trust Liability Compensation
--------- -------- --------- ------------
<S> <C> <C> <C> <C>
Balance, January 1, 1998 $ - $299,375 $7,393 $11,102
Net income for the period - - - -
Cash dividends ($.17 per share) - - - -
Dividends paid to Employee Stock
Benefit Trust - - - -
Common stock issued upon exercise
of stock options - - - -
Tax benefit of non-qualified stock
options exercised - - - -
Earned compensation related to
restricted stock(net of
reversals on forfeited shares) - - - (322)
Reversal of unearned compensation upon
cancellation of restricted stock - - - (528)
Common stock issued upon conversion
of Liquid Yield Option Notes - - - -
Common stock purchased through
non-qualified deferred
compensation plan - - - -
Conversion of WTI stock options
to WMI stock options - - - -
Adjustment of Employee Stock
Benefit Trust to market value - 36,061 - -
Cumulative translation adjustment
of foreign currency statements - - - -
------- -------- ------ -------
Balance, March 31, 1998 $ - $335,436 $7,393 $10,252
======= ======== ====== =======
</TABLE>
The accompanying notes are an integral part of this statement.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31
(Unaudited)
(000's omitted)
<TABLE>
<CAPTION>
Restated
---------------------------
1996 1997 1998
----------- ---------- ----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income for the period $ 138,418 $ 115,032 $ 74,417
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 256,389 248,260 265,772
Provision for deferred income taxes 46,969 (12,451) 39,603
Undistributed earnings of equity investees (8,959) (1,000) (1,082)
Minority interest in subsidiaries 27,313 27,064 24,925
Interest on Liquid Yield Option Notes and Subordinated Notes 5,607 5,486 4,858
Contribution to 1988 Employee Stock Ownership Plan 1,667 1,667 -
Special charges - 15,916 -
Asset impairment loss 118 5,905 -
Income from reserve adjustments, net of tax and minority interest
(470) (647) -
Gain on disposition of businesses and assets - (129,010) (53,396)
Changes in assets and liabilities, excluding effects of acquired or
divested companies:
Receivables, net 31,943 44,246 72,758
Other current assets (25,371) (31,919) 31,429
Sundry other assets 28,706 (17,158) 1,313
Accounts payable (234,807) (72,140) (71,006)
Accrued expenses and unearned revenue 16,666 237,095 45,895
Deferred items (66,076) (89,440) (72,032)
Other, net (375) (12,883) (8,920)
--------- --------- ----------
Net cash provided by operating activities $ 217,738 $ 334,023 $ 354,534
--------- --------- ----------
Cash flows from investing activities:
Short-term investments $ 9,607 $ 811 $ 56,227
Capital expenditures (267,180) (142,375) (166,584)
Proceeds from asset monetization program 25,546 330,016 210,537
Cost of acquisitions, net of cash acquired (35,695) (2,344) (90,125)
Other investments (14,578) (5,486) 115,151
Acquisition of minority interests (81,811) (10,013) (876,232)
--------- --------- ----------
Net cash obtained from (used for) investing activities $(364,111) $ 170,609 $ (751,026)
--------- --------- ----------
Cash flows from financing activities:
Cash dividends $ (74,173) $ (77,422) $ (77,422)
Proceeds from issuance of indebtedness and other obligations 340,236 222,691 1,513,376
Repayments of indebtedness (213,895) (486,566) (863,624)
Proceeds from exercise of stock options 9,763 11,296 10,245
Contributions from minority interests 2,143 - -
Other distributions to minority stockholders by affiliated companies - (4,355) (6,992)
Stock repurchases - - (41)
Settlement of put options - (1,605) -
--------- --------- ----------
Net cash obtained from (used for) financing activities $ 64,074 $(335,961) $ 575,542
--------- --------- ----------
Net increase (decrease) in cash and cash equivalents $ (82,299) $ 168,671 $ 179,050
Cash and cash equivalents at beginning of period 169,541 323,288 132,811
--------- --------- ----------
Cash and cash equivalents at end of period $ 87,242 $ 491,959 $ 311,861
========= ========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
Waste Management, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
For the Three Months Ended March 31
(Unaudited)
(000's omitted)
<TABLE>
<CAPTION>
Restated
-----------------------------
1996 1997 1998
-------------- ------------- --------------
<S> <C> <C> <C>
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized $103,116 $109,568 $110,716
Income taxes, net of refunds received 31,538 87,660 3,954
Supplemental schedule of noncash investing and financing activities:
LYONS converted into common stock of the Company $ 1,868 $ 145 $ 237
Liabilities assumed in acquisitions of businesses 85,670 - 37,210
Fair market value of Company or subsidiary stock issued for
acquired businesses 205,711 - -
Proceeds received in quarter ended June 30, 1997, from sale of
Investment in ServiceMaster LP - 625,978 -
The Company considers cash and cash equivalents to include
currency on hand, demand deposits with banks and short-term
investments with maturities of less than three months when
purchased.
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Tables in millions except per share amounts,
unless otherwise noted)
The financial statements included herein have been prepared by Waste Management,
Inc. (the "Company") without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to such
rules and regulations. The financial information included herein reflects, in
the opinion of the Company, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations and cash flows for the periods presented. The results for interim
periods are not necessarily indicative of results for the entire year.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets, liabilities, income and expenses and
disclosures of contingencies. Future events could alter such estimates in the
near term.
Note 1 - Restatements and Reclassifications -
In its 1997 Report on Form 10-K, the Company has restated and reclassified its
previously reported financial results for 1992 through 1997. Unaudited quarterly
financial data for 1996 and the first three quarters of 1997 have also been
restated and reclassified. Except as otherwise stated herein, all information
presented in this Report on Form 10-Q includes all such restatements and
reclassifications.
As a result of a comprehensive review begun in the third quarter of 1997, the
Company determined that certain items of expense were incorrectly reported in
previously issued financial statements. These principally relate to vehicle,
equipment and container depreciation expense, capitalized interest and income
taxes. With respect to depreciation, the Company determined that incorrect
vehicle and container salvage values had been used, and errors had been made in
the expense calculations. The Company also concluded that capitalized interest
relating to landfill construction projects had been misstated. On January 1,
1995, the Company changed its accounting for capitalized interest, but the
cumulative "catch-up" charge was not properly recorded in the 1995 financial
statements, and errors were made in applying the new method in subsequent years.
Accordingly, capitalized interest for the interim periods from 1995 through the
third quarter of 1997 has been restated.
The prior period restatements also include earlier recognition of certain asset
value impairments (primarily related to land, landfill and recycling
investments) and of environmental liabilities (primarily related to remediation
and landfill closure and post-closure expense accruals including restatement of
purchase accounting).
<PAGE>
The effect of such reclassifications, and the restatements discussed above on
the income statement line items, is shown in the following table.
<TABLE>
<CAPTION>
1996 1997
----------------------------- ------------------------------
First Quarter First Quarter
----------------------------- ------------------------------
Previously As Previously As
Reported Restated Reported Restated
-------------- ------------- -------------- --------------
<S> <C> <C> <C> <C>
Revenue $2,144.5 $2,144.5 $2,198.3 $2,205.0
Operating expenses 1,494.8 1,532.7 1,617.8 1,697.5
Special charges - - - 15.9
Asset impairment loss - 0.1 - 5.9
Selling and administrative expenses 245.9 261.8 261.2 249.8
Interest, net 87.5 102.5 95.5 102.7
Minority interest 27.2 26.5 27.8 27.1
Income from continuing operations
held for sale - (1.2) - (0.1)
Sundry income (17.3) (22.7) (133.9) (135.4)
Provision for income tax 126.2 111.2 151.5 127.2
-------- -------- -------- --------
Income from continuing operations $ 180.2 $ 133.6 $ 178.4 $ 114.4
Discontinued operations 5.0 4.8 - 0.6
-------- -------- -------- --------
Net income $ 185.2 $ 138.4 $ 178.4 $ 115.0
======== ======== ======== ========
Basic income per share -
Continuing operations $ 0.37 $ 0.27 $ 0.37 $ 0.24
Discontinued operations 0.01 0.01 - -
-------- -------- -------- --------
Net income $ 0.38 $ 0.28 $ 0.37 $ 0.24
======== ======== ======== ========
Diluted income per share -
Continuing operations $ 0.36 $ 0.27 $ 0.36 $ 0.23
Discontinued operations 0.01 0.01 - -
-------- -------- -------- --------
Net income $ 0.37 $ 0.28 $ 0.36 $ 0.23
======== ======== ======== ========
</TABLE>
Note 2 - Income Taxes -
The following table sets forth the provision for income taxes for continuing
operations for the three months ended March 31, 1996, 1997 and 1998:
<TABLE>
<CAPTION>
1996 1997 1998
-------- -------- -------
<S> <C> <C> <C>
Currently payable $ 64,213 $139,682 $56,948
Deferred 46,969 (12,451) 39,603
-------- -------- -------
$111,182 $127,231 $96,551
======== ======== =======
</TABLE>
Note 3 - Merger Transaction -
On March 10, 1998, the Company entered into a definitive merger agreement (the
"Merger Agreement") with USA Waste Services, Inc. ("USA Waste") pursuant to
which the Company will be merged with a wholly-owned subsidiary of USA Waste
(the "Merger"). Pursuant to the Merger Agreement, the Company's stockholders
will receive .725 shares of common stock of USA Waste for each share of common
stock of the Company. The consummation of the Merger is subject to a number of
conditions, including the expiration or termination of the applicable merger
review waiting period under the Hart-Scott-Rodino Anti-Trust Improvements Act of
1976, approval by the stockholders of each company and other closing conditions.
In addition, the Merger is contingent upon the transaction qualifying for
pooling-of-interests accounting treatment. In order to qualify for pooling-of-
interests accounting treatment, the Company intends to sell a portion of its
treasury shares pursuant to a registered public offering or in private
transactions prior to the closing of the Merger. A lawsuit by an alleged Company
stockholder purporting to represent a class of the Company's stockholders has
been filed against the Company and the members of its Board of Directors
alleging breaches of fiduciary duty by the defendants in
<PAGE>
connection with the Merger. The lawsuit seeks, among other things, to have the
transaction enjoined and to recover unspecified damages. The Company believes
the suit to be without merit and intends to contest it vigorously.
Upon the consummation of the Merger, certain bank debt of Waste Management
International plc ("WM International") may be accelerated and become payable
with three months notice. At March 31, 1998, this debt totaled approximately
$69.7 million. The Company's credit facility with a group of banks led by Chase
Manhattan Bank, as discussed in Note 11, is also subject to earlier termination
in the event of a change-in-control. In addition, Wessex Water Plc ("Wessex")
has an option to acquire WM International's ownership in its United Kingdom
business at fair market value that may become exercisable upon the consummation
of the Merger. In 1997, this business had revenues of approximately $276 million
and operating income (before minority interest) of approximately $25 million. WM
International had a net investment of approximately $321.6 million in the
business at March 31, 1998.
The Company may have other "change of control" provisions in customer and
employee contracts or agreements, governmental franchises or facility permits
that may be triggered by the closing of the proposed Merger. The Company is
currently in the process of reviewing these contracts, franchises and permits,
but does not expect at this time that the effect of these provisions, in the
event they are triggered by the Merger, will have a material adverse effect on
future results of operations.
Note 4 - Business Acquisitions and Divestitures -
During the three months ended March 31, 1996, the Company and its principal
subsidiaries acquired 45 businesses for $35.7 million in cash (net of cash
acquired) and notes, $31.4 million of debt assumed, and 7.1 million shares of
the Company's common stock. These acquisitions were accounted for as purchases.
During the three months ended March 31, 1997, the Company and its principal
subsidiaries acquired seven businesses for $2.3 million in cash and notes. These
acquisitions were accounted for as purchases.
During the three months ended March 31, 1998, the Company and its principal
subsidiaries acquired nine businesses for $90.1 million in cash (net of cash
acquired) and notes. These acquisitions were accounted for as purchases.
The pro forma effect of the acquisitions made during 1996, 1997, and 1998 was
not material.
In the first quarter of 1997, the Company sold its investment in ServiceMaster
Limited Partnership ("ServiceMaster") for $626 million (with the proceeds
collected in the second quarter), and sold various nonintegrated waste services
businesses in North America for approximately $31.1 million. Additionally in the
first quarter of 1997, WM International sold its approximately 20% interest in
Wessex for approximately $300 million.
On March 31, 1998, the Company acquired the remaining outstanding shares of
Wheelabrator Technologies Inc. ("WTI") which it did not already own for $16.50
per share, or $876.2 million. This obligation was financed with bank debt (see
Note 11). This transaction accounted for as a purchase, resulted in an
additional $508.1 million of goodwill being recorded during the first quarter of
1998. During the remainder of 1998 the Company anticipates it will complete the
allocation of purchase price to the various assets of WTI and will adjust
goodwill accordingly.
<PAGE>
In the first quarter of 1998, WM International sold its Hamm, Germany waste-to-
energy facility for $137 million and the Company sold eight nonintegrated waste
services businesses for approximately $29.8 million. Also in the first quarter
of 1998, Rust International Inc.'s ("Rust") approximately 37% ownership of OHM
Corporation ("OHM") was sold for cash totaling $111.2 million. This sale
occurred in connection with the pending merger of OHM with International
Technology Corporation. As part of this transaction, Rust received from OHM a
distribution of shares of NSC Corporation, a leading U.S. asbestos abatement
contractor, increasing its ownership of NSC Corporation from 40% to
approximately 54%. The Company has determined it will dispose of this investment
and accordingly has not consolidated its results. This investment, which has a
carrying value of $9.8 million in the accompanying consolidated balance sheet at
March 31, 1998, continues to be accounted for under the equity method of
accounting.
The Company held an investment in a publicly traded equity security that was
sold in the first quarter of 1998 pursuant to outstanding put and call
"collars". Upon expiration of the collars, the Company delivered the shares for
net proceeds of $56.3 million, with no gain or loss recognized in 1998.
Note 5 - Discontinued Operations -
In the fourth quarter of 1995, the Board of Directors of Rust approved a plan to
sell or otherwise discontinue Rust's process engineering, construction,
specialty contracting and similar lines of business. During the second quarter
of 1996, the sale of the industrial process engineering and construction
businesses, based in Birmingham, Alabama, was completed.
During the fourth quarter of 1996, WTI sold its water process systems and
equipment manufacturing businesses. WTI had also entered into an agreement to
sell its water and wastewater facility operations and privatization business,
which was sold in the second quarter of 1997. As of September 30, 1996, Rust
sold its industrial scaffolding business and began implementing plans to exit
its remaining international engineering and consulting business. The Company
recorded a fourth-quarter 1996 provision for loss of $360.0 million before tax
and minority interest in connection with the planned divestiture of these
businesses, and other businesses subsequently reclassified to continuing
operations (see discussion below).
The discontinued businesses have been segregated and the accompanying
consolidated balance sheets, statements of income and related footnote
information have been restated. Revenues from the discontinued businesses were
$198.6 million in the first quarter of 1996, $50.9 million in the first quarter
of 1997, and none in the first quarter of 1998. The decreases in revenue during
the periods primarily reflect the sales of certain of the discontinued
businesses. As required by Accounting Principles Board Opinion No. 30, results
of their operations in 1997 were included in the reserve for loss on disposition
provided previously. Such results were not material.
At December 31, 1996, management also classified as discontinued and planned to
sell Rust's domestic environmental and infrastructure engineering and consulting
business and Chemical Waste Management, Inc.'s ("CWM") high organic waste fuel
blending services business. In 1997, management reclassified the CWM business
back into continuing operations, and classified certain of its sites as
operations held for sale. The Rust disposition was not completed within one
year, and, accordingly, this business has been reclassified back into continuing
operations, as operations held for sale, at December 31, 1997, in accordance
with generally accepted accounting principles, although management is continuing
its efforts to market its
<PAGE>
investment in this business. Because these businesses were reclassified to
continuing operations, the remaining provision for loss on disposal ($95 million
after tax--$87 million related to Rust and $8 million related to CWM) was
reversed in discontinued operations and an impairment loss for Rust of $122.2
million was recorded in continuing operations in the fourth quarter of 1997.
Prior year financial statements were restated. Information regarding the
businesses reclassified as continuing operations held for sale for the first
quarters is as follows:
<TABLE>
<CAPTION>
1996 1997 1998
----- ----- -----
<S> <C> <C> <C> <C>
Results of operations -
Revenue $89.9 $82.8 $86.3
Income (loss) before tax after minority interest 1.2 .1 (2.4)
Net income (loss) .6 (.2) (1.7)
</TABLE>
The net assets of these businesses at March 31, 1998 were $69.0 million. These
net assets are included in Net Assets of Continuing Businesses Held for Sale in
the accompanying balance sheet. At March 31, 1998 this caption included $69.0
million of surplus real estate which the Company is actively marketing.
The Company is currently evaluating its plans to sell these assets in light of
the merger discussed in Note 3, and the effect such divestitures may have on the
ability of the merger to qualify for pooling-of-interests accounting treatment.
Note 6 - Asset Impairment Loss -
In the first quarter of 1997, the Company recorded impairment losses of $5.9
million. This primarily related to a goodwill write-off attributable to
industrial cleaning business enterprise goodwill no longer realizable, as a
result of exiting certain areas of this business.
Note 7 - Special Charges -
In the first quarter of 1997, the Company recorded a special charge related to
severance of $15.9 million. The majority related to officers of the Company.
Note 8 - Accounting Principles -
Effective January 1, 1996, the Company adopted FAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of."
The adoption of this statement did not have a material impact on the financial
statements.
FAS No. 123, "Accounting for Stock-Based Compensation," also became effective in
1996. However, FAS No. 123 permitted compensation to continue to be accounted
for under Accounting Principles Board Opinion No. 25, and the Company elected to
follow this alternative.
Effective January 1, 1997, the Company adopted American Institute of Certified
Public Accountants Statement of Position ("SOP") 96-1, "Environmental
Remediation Liabilities." SOP 96-1 provides that environmental remediation
liabilities should be accrued when the criteria of FAS No. 5, "Accounting for
Contingencies," are met. It also provides that the accrual for such liabilities
should include future costs for those employees expected to devote a significant
amount of time directly to the
<PAGE>
management of remediation liabilities. The adoption of SOP 96-1 reduced 1997
pretax income in the first quarter of 1997 by $49.9 million.
In February 1997, the Financial Accounting Standards Board issued FAS No. 128,
"Earnings Per Share" ("EPS"), which supercedes Accounting Principles Board
Opinion No. 15. Primary EPS is replaced by Basic EPS, which is computed by
dividing income available to common stockholders by the weighted average number
of common shares outstanding during the period. Fully diluted EPS is replaced
with Diluted EPS, which gives effect to all dilutive potential common shares.
The Company was required to adopt FAS No. 128 in the fourth quarter of 1997. All
prior periods presented have been restated.
In June 1997, the Financial Accounting Standards Board issued FAS No. 130,
"Reporting Comprehensive Income," and FAS No. 131, "Disclosure About Segments of
an Enterprise and Related Information." Both statements are effective for fiscal
years beginning after December 15, 1997, although FAS No. 131 does not apply to
the Company's interim financial statements until 1999. FAS No. 130, which has
been adopted by the Company in the first quarter of 1998, requires only a
different format for presentation of information already included in the
Company's financial statements. For the first quarter of 1996, 1997 and 1998,
comprehensive income was $31.5 million, $105.5 million and $59.8 million,
respectively. Items making up the Company's comprehensive income are net income
and cumulative translation adjustments of foreign currency statements. The
accumulative total amounts of other comprehensive income is represented in the
consolidated balance sheets as cumulative translation adjustment and minimum
pension liability within Stockholders' Equity. FAS No. 131 modifies the basis
for determining segments and expands required segment disclosure, but does not
affect accounting principles and, accordingly, will not require any change to
reported financial position, results of operations or cash flows. The Company is
currently evaluating the impact of FAS No. 131 on its segment reporting.
In April 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-up
Activities." SOP 98-5 is effective for fiscal years beginning after December 15,
1998. Under SOP 98-5, certain startup costs would be expensed rather than
capitalized. Amounts previously capitalized would be expensed in the first
quarter of 1999. The Company is currently evaluating the impact of SOP 98-5,
which may be material to the Company's results of operations.
Note 9 - Derivative Financial Instruments -
From time to time, the Company and certain of its subsidiaries use derivatives
to manage interest rate, currency and commodity (fuel) price risk. The Company's
policy is to use derivatives for risk management purposes only, and it does not
enter into such contracts for trading purposes. The Company enters into
derivatives only with counterparties which are financial institutions having
credit ratings of at least A- or A3, to minimize credit risk. The amount of
derivatives outstanding at any one point in time and gains or losses from their
use have not been and are not expected to be material to the Company's financial
statements.
Instruments used as hedges must be effective at managing risk associated with
the exposure being hedged and must be designated as a hedge at the inception of
the contract. Accordingly, changes in market values of hedge instruments must
have a high degree of inverse correlation with changes in market values or cash
flows of underlying hedged items. Derivatives that meet the hedge criteria are
accounted for under the deferral or accrual method, except for currency
agreements as discussed
<PAGE>
below. If a derivative does not meet or ceases to meet the aforementioned
criteria, or if the designated hedged item ceases to exist, then the Company
subsequently uses fair value accounting for the derivative, with gains or losses
included in sundry income. If a derivative is terminated early, any gain or
loss, including amounts previously deferred, is deferred and amortized over the
remaining life of the terminated contract or until the anticipated transaction
occurs.
Interest Rate Agreements. Certain of the Company's subsidiaries have entered
into interest rate swap agreements to balance fixed and floating rate debt in
accordance with management's criteria. The agreements are contracts to exchange
fixed and floating interest rate payments periodically over a specified term
without the exchange of the underlying notional amounts. The agreements provide
only for the exchange of interest on the notional amounts at the stated rates,
with no multipliers or leverage. Differences paid or received are accrued in the
financial statements as a part of interest expense on the underlying debt over
the life of the agreements and the swap is not marked to market.
Currency Agreements. From time to time, the Company and certain of its
subsidiaries use foreign currency derivatives to seek to mitigate the impact of
translation on foreign earnings and income from foreign investees. Typically
these have taken the form of purchased put options or offsetting put and call
options with different strike prices. The Company receives or pays, based on the
notional amount of the option, the difference between the average exchange rate
of the hedged currency against the base currency and the average (strike price)
contained in the option. Complex instruments involving multipliers or leverage
are not used. Although the purpose for using such derivatives is to mitigate
currency risk, they do not qualify for hedge accounting under generally accepted
accounting principles and accordingly, must be adjusted to market value at the
end of each accounting period with gains or losses included in income.
The Company sometimes also uses foreign currency forward contracts to hedge
committed transactions when the terms of such a transaction are known and there
is a high probability that the transaction will occur. Gains or losses on
forward contracts pertaining to such transactions are deferred until the
designated transaction is completed. The impact of the forward contract is then
included with the results of the underlying transaction in the financial
statements.
Commodity Agreements. The Company utilizes derivatives to seek to mitigate the
impact of fluctuations in the price of fuel used by its vehicles. Quantities
hedged do not exceed committed fuel purchases or anticipated usage and
accordingly, gains and losses in the hedge positions are deferred and recognized
in operating expenses as fuel is purchased.
Note 10 - Environmental Liabilities -
The continuing business in which the Company is engaged is intrinsically
connected with the protection of the environment. As such, a significant portion
of the Company's operating costs and capital expenditures could be characterized
as costs of environmental protection. Such costs may increase in the future as a
result of legislation or regulation; however, the Company believes that in
general it tends to benefit when government regulation increases, which may
increase the demand for its services, and that it has the resources and
experience to manage environmental risk.
As part of its ongoing operations, the Company provides for estimated closure
and post-closure monitoring costs over the operating life (including likely
expansion) of disposal sites as airspace is consumed. The Company has also
established procedures to evaluate its potential remedial liabilities at closed
sites which it
<PAGE>
owns or operated, or to which it transported waste, including 90 sites listed on
the Superfund National Priority List ("NPL"). The majority of situations
involving NPL sites relate to allegations that subsidiaries of the Company (or
their predecessors) transported waste to the facilities in question, often prior
to the acquisition of such subsidiaries by the Company. Where the Company
concludes that it is probable that a liability has been incurred, provision is
made in the financial statements.
The Company has filed suit against numerous insurance carriers seeking
reimbursement for past and future remedial, defense and tort claim costs at a
number of sites. Carriers involved in these matters have typically denied
coverage and are defending against the Company's claims. While the Company is
vigorously pursuing such claims, it regularly considers settlement opportunities
when appropriate terms are offered. Settlements for the first quarter 1996, 1997
and 1998 were $39.0 million, $.4 million and $4.5 million, respectively, and
have been included in operating expenses as a reduction to environmental
remediation expenses.
Estimates of the extent of the Company's degree of responsibility for
remediation of a particular site and the method and ultimate cost of remediation
require a number of assumptions and are inherently difficult, and the ultimate
outcome may differ from current estimates. However, the Company believes that
its extensive experience in the environmental services business, as well as its
involvement with a large number of sites, provides a reasonable basis for
estimating its aggregate liability. As additional information becomes available,
estimates are adjusted as necessary. While the Company does not anticipate that
any such adjustment would be material to its financial statements, it is
reasonably possible that technological, regulatory or enforcement developments,
the results of environmental studies or other factors could necessitate the
recording of additional liabilities which could be material.
Note 11 - Debt -
The Company's subordinated notes, which were classified as current liabilities
in the December 31, 1997 consolidated balance sheet, have been reclassified to
long-term debt in the March 31, 1998 consolidated balance sheet. The notes
contain provisions for optional redemption at March 15, 1998 and March 15, 2000.
Only $2.5 million face amount was submitted for redemption on March 15, 1998.
In connection with the acquisition of the remaining publicly held WTI shares,
the Company entered into a commitment with the Chase Manhattan Bank ("Chase")
whereby Chase, along with other financial institutions, committed to provide new
credit facilities in the amount of $1.25 billion. The new credit facilities,
which have a termination date of December 31, 1998 (subject to earlier
termination in the event of a change-in-control, including the Merger with USA
Waste), provided the funding for the WTI transaction and replaced the Company's
then-existing $250 million revolving credit facility. These facilities carry the
same financial covenants as that carried by the previous Chase facilities put in
place in December 1997, as amended. Additionally, the termination date of the
Company's $550 million standby trade receivables sale agreement has been
extended from June 30, 1998 to December 31, 1998.
Note 12 - Stockholders' Equity -
The Boards of Directors of the Company and WTI have authorized their respective
companies to repurchase shares of their own common stock (up to 50 million
shares in the case of the Company and 30 million shares in the case of WTI) in
the open market, in privately negotiated transactions, or through issuer tender
offers. The Company repurchased 30 million shares through a "Dutch auction"
tender offer in the
<PAGE>
second quarter of 1997 but has not repurchased any other shares in 1997 and does
not expect to conduct any repurchases in 1998.
WTI announced in March of 1997 the indefinite deferment of its previously
planned "Dutch auction" tender offer pending a further review of strategic
options in its core business. However, during the first quarter of 1997, WTI
repurchased 762,900 shares of its stock in the open market. All remaining
publicly held shares of WTI were acquired by the Company on March 31, 1998 (see
Note 4).
The Company periodically sold put options on its common stock through 1996. The
put options give the holders the right at maturity to require the Company to
repurchase its shares at specified prices. Proceeds from the sale of the options
were credited to additional paid-in capital. In the event the options are
exercised, the Company may elect to pay the holder in cash the difference
between the strike price and the market price of the Company's shares in lieu of
repurchasing the stock. In February 1997, options on 1.9 million shares were
exercised, and the Company elected to settle them for $1.6 million in cash; 1.0
million options expired unexercised as the price of the Company's stock was in
excess of the strike price at maturity. At March 31, 1997 and 1998, no put
options were outstanding, and the Company has since discontinued selling such
options.
In the first quarter of 1998, the Company granted stock options to purchase
approximately 4.5 million shares of its common stock to its officers, directors
and employees under its stock option plans. In addition, as part of the
acquisition of the WTI shares not previously owned by the Company, as discussed
in Note 4, outstanding WTI stock options were converted into options to acquire
approximately 1.7 million shares of Company stock at a weighted-average price of
$28.92 per share.
Note 13 - Commitments and Contingencies -
A substantial portion of the Company's performance bonds are issued by a wholly-
owned insurance company subsidiary, the sole business of which is to issue such
bonds to customers of the Company and its subsidiaries. Approximately $305
million (at fair market value) of Company assets, of which $180 million is cash
equivalents on the March 31, 1998 consolidated balance sheet, have been
contributed to this subsidiary to meet regulatory minimum capital requirements.
Because virtually no claims have been made against these performance bonds in
the past, management does not expect these bonds will have a material adverse
effect on the consolidated financial position or results of operations of the
Company.
During the first quarter of 1995, WM International received an assessment from
the Swedish Tax Authority of approximately 417 million Krona (approximately $52
million) plus interest from the date of the assessment, relating to a
transaction completed in 1990. WM International believes that all appropriate
tax returns and disclosures were properly filed at the time of the transaction
and intends to vigorously contest the assessment.
A Company subsidiary has been involved in litigation challenging a municipal
zoning ordinance which restricted the height of its New Milford, Connecticut,
landfill to a level below that allowed by the permit previously issued by the
Connecticut Department of Environmental Protection ("DEP"). Although a lower
Court had declared the zoning ordinance's height limitation unconstitutional,
during 1995 the Connecticut Supreme Court reversed this ruling and remanded the
case for further proceedings in the Superior Court. In November 1995, the
Superior Court ordered the subsidiary to apply for all governmental permits
needed to remove all waste above the height allowed by the zoning ordinance, and
the Connecticut Supreme Court has upheld that ruling. The Company is complying
with the order of the Superior Court
<PAGE>
while also seeking an alternative resolution to this matter. The Company is
unable to predict the outcome of this matter at this time. Depending upon the
nature of any plan eventually approved by applicable regulatory authorities for
removing the waste, the actual volume of waste to be moved, and other currently
unforeseeable factors, the subsidiary could incur costs which would have a
material adverse impact on the Company's results of operations in one or more
future periods.
In May 1994, the U.S. Supreme Court ruled that state and local governments may
not constitutionally restrict the free movement of trash in interstate commerce
through the use of regulatory flow control laws. Such laws typically involve a
local government specifying a jurisdictional disposal site for all solid waste
generated within its borders. Since the ruling, several decisions of state or
federal courts have invalidated regulatory flow control schemes in a number of
jurisdictions. Other judicial decisions have upheld non-regulatory means by
which municipalities may effectively control the flow of municipal solid waste.
In addition, federal legislation has been proposed, but not yet enacted, to
effectively grandfather existing flow control mandates. There can be no
assurance that such alternatives to regulatory flow control will in every case
be found to be lawful or that such legislation will be enacted into law.
The Supreme Court's 1994 ruling and subsequent court decisions have not to date
had a material adverse effect on any of the Company's operations. In the event
that legislation to effectively grandfather existing flow control mandates is
not adopted, the Company believes that affected municipalities will endeavor to
implement alternative lawful means to continue controlling the flow of waste.
However, given the uncertainty surrounding the matter, it is not possible to
predict what impact, if any, it may have in the future on the Company's disposal
facilities, particularly WTI's trash-to-energy facilities.
WTI's Gloucester County, New Jersey, facility has historically relied on a
disposal franchise for substantially all of its supply of municipal solid waste.
On May 1, 1997, the Third Circuit Court of Appeals ("Third Circuit") permanently
enjoined the State of New Jersey from enforcing its franchise system as a form
of unconstitutional solid waste flow control, but stayed the injunction for so
long as any appeals were pending. On November 10, 1997, the U.S. Supreme Court
announced its decision not to review the Third Circuit decision, thereby ending
the stay and, arguably, the facility's disposal franchise. The State had
continued to enforce flow control during the stay period. In light of the
current circumstances, the facility has lowered its prices and solicited new
customers. Under the reimbursement agreement between the project company that
owns the Gloucester facility and the bank that provides credit support to the
project, the termination of the waste franchise constitutes an event of default.
WTI and the credit support bank are presently disputing the consequences of
these developments.
The New Jersey legislature has been considering various alternative solutions,
including a bill that provides for the payment and recovery of bonded
indebtedness incurred by counties, public authorities and certain qualified
private vendors in reliance on the State's franchise system. WTI currently
believes that, through either legislative action or a project recapitalization,
the Gloucester project can be restructured to operate, in the absence of
regulatory flow control, at a level of profitability which will not result in a
material adverse impact on consolidated results.
Within the next several years, the air pollution control system at certain
trash-to-energy facilities owned or leased by WTI will be required to be
modified to comply with more stringent air pollution control standards adopted
by the United States Environmental Protection Agency in December 1995 for
municipal waste combusters. The compliance dates will vary by facility, but all
affected facilities will be
<PAGE>
required to be in compliance with the new rules by the end of the year 2000.
Currently available technologies will be adequate to meet the new standards. The
total capital expenditures required for such modifications are estimated to be
in the $180-$220 million range. The impacted facilities long-term waste supply
agreements generally require that customers pay, based on tonnage delivered,
their proportionate share of incremental capital, financing, and operating costs
resulting from changes in environmental regulations. Customer shares of capital
and financing costs are typically recovered over the remaining life of the waste
supply agreements. Pro rata operating costs are recovered in the period
incurred. The Company currently expects to recover approximately two-thirds of
the incremental expenditures incurred to comply with these stricter air emission
standards.
As the states and the U.S. Congress have accelerated their consideration of ways
in which economic efficiencies can be gained by deregulating the electric
generation industry, some have argued that over-market power sales agreements
entered into pursuant to the Public Utilities Regulatory Policies Act of 1978
("PURPA") should be voidable as "stranded assets." WTI's power production
facilities are qualifying facilities under PURPA and depend on the sanctity of
their power sales agreements for their economic viability. WTI believes that
federal law offers strong protections to its PURPA contracts, and recent state
and federal agency and court decisions have unanimously upheld the inviolate
nature of these contracts. While there is a risk that future utility
restructurings, court decisions or legislative or administrative action in this
area could have an adverse effect on its business, the Company currently
believes such risk is remote.
In the ordinary course of conducting its business, the Company becomes involved
in lawsuits, administrative proceedings and governmental investigations,
including antitrust and environmental matters and commercial disputes. Some of
these proceedings may result in fines, penalties or judgments being assessed
against the Company which, from time to time, may have an impact on earnings for
a particular quarter or year. The Company does not believe that except or
otherwise discussed herein their outcome, individually or in the aggregate, will
have a material adverse impact on its financial condition or results of
operations.
Several purported class action lawsuits and one purported derivative lawsuit
seeking injunctive relief and unspecified money damages were filed in the
Chancery Court in and for New Castle County, Delaware against the Company, WTI,
and individual directors of WTI in connection with the June 20, 1997 proposal by
the Company to acquire all of the shares of WTI common stock which the Company
did not own. The Company has consummated a merger in which WTI's stockholders
received $16.50 in cash per share of WTI's common stock. The lawsuits allege,
among other things, that the defendants have breached fiduciary duties to WTI's
minority stockholders because the merger consideration contemplated by the
proposal was inadequate and unfair. In addition, the purported derivative
lawsuit alleges that the proposal was part of a plan to misappropriate WTI's
corporate opportunity to repurchase its own shares. The Company believes that
its actions and those of WTI and its Board of Directors in connection with the
proposal have been in accordance with Delaware law. Accordingly, the Company
intends to contest these lawsuits vigorously.
In November and December 1997, several alleged purchasers of the Company's stock
brought purported class action lawsuits against the Company and several of its
current and former officers in the United States District Court for the Northern
District of Illinois. Each of the lawsuits asserts that the defendants violated
the federal securities laws by issuing allegedly false and misleading statements
in 1996 and 1997 about the Company's financial condition and results of
operations. Among other things, the plaintiffs allege that the Company employed
accounting practices that were improper and that caused its publicly-filed
financial statements to be materially false and misleading. The lawsuits demand,
among other relief,
<PAGE>
unspecified monetary damages, attorneys' fees, and the costs of conducting the
litigation. The Company intends to defend itself vigorously in this litigation.
In January 1998, the fourteen purported class actions were consolidated before
one judge in the Northern District of Illinois. Plaintiffs have until the end of
May 1998 to file a consolidated amended complaint. It is not possible at this
time to predict the impact this litigation may have on the Company, although it
is reasonably possible that the outcome may have a materially adverse impact on
its financial condition or results of operations in one or more future periods.
No provision has been made in the Consolidated Financial Statements for future
costs or liabilities, if any, associated with this litigation.
The Company is also aware that the Securities and Exchange Commission has
commenced a formal investigation with respect to the Company's previously filed
financial statements and related accounting policies, procedures and system of
internal controls. The Company intends to cooperate with such investigation. The
Company is unable to predict the outcome or impact of this investigation at this
time.
A lawsuit by an alleged Company stockholder purporting to represent a class of
the Company's stockholders has been filed in the Chancery Court in and for New
Castle County, Delaware against the Company and the members of its Board of
Directors alleging breaches of fiduciary duty by the defendants in connection
with the Merger. The lawsuit seeks, among other things, to have the transaction
enjoined and to recover unspecified damages. The Company believes the suit to be
without merit and intends to contest it vigorously.
In April 1998, a purported derivative lawsuit was filed in the United States
District Court for the Northern District of Illinois by a purported Company
stockholder against current and former Company directors and officers and the
Company. The lawsuit alleges violations by the director and officer defendants
of their fiduciary duty to the Company and its stockholders in connection with
allegedly failing to maintain proper accounting policies, procedures and
controls and preparing allegedly false and misleading financial statements
during the period of 1991-1997. The lawsuit further alleges that the defendants'
conduct has injured the Company's goodwill, reputation, liquidity and
stockholders' equity and exposed the Company to securities fraud and other
liability. The lawsuit seeks primarily an unspecified amount of restitution or
recoupment of costs, fines or penalties incurred or to be incurred by the
Company or damages and injunctive relief prohibiting the Company from paying the
defendants benefits under various agreements and requiring the Company to
implement corporate governance and internal control mechanisms. The Company
intends to defend the matter vigorously.
Note 14 - Earnings Per Share -
Basic and Diluted Earnings Per Share ("EPS") from continuing operations are
computed as follows:
<PAGE>
<TABLE>
<CAPTION>
1996 1997 1998
------ ------ ------
<S> <C> <C> <C>
Basic EPS
Income from continuing operations as reported $133.6 $114.4 $ 74.4
Average common shares outstanding 489.2 484.0 455.1
------ ------ ------
Basic EPS from continuing operations $ 0.27 $ 0.24 $ 0.16
====== ====== ======
Diluted EPS
Income from continuing operations as reported $133.6 $114.4 $ 74.4
After tax interest on Subordinated Notes and LYONs 2.5 2.5 -
------ ------ ------
Adjusted income from continuing operations $136.1 $116.9 $ 74.4
====== ====== ======
Average common shares outstanding 489.2 484.0 455.1
Add effect of dilutive securities --
Stock options, unvested restricted stock and
put options 0.7 1.0 0.2
Subordinated Notes 14.3 14.3 -
LYONs 0.5 - -
------ ------ ------
Adjusted average shares 504.7 499.3 455.3
====== ====== ======
Diluted EPS from continuing operations $ 0.27 $ 0.23 $ 0.16
====== ====== ======
</TABLE>
Common shares potentially issuable upon conversion of CWM LYONs and Exchangeable
LYONs and exercise of stock options with exercise prices greater than the
average price of the Company's stock were not included in the calculation of
Diluted EPS in any year, nor were shares potentially issuable with respect to
LYONs in 1997 and Subordinated Notes or LYONs in 1998, because their effect is
antidilutive. At March 31, 1998, there were 43.0 million common shares
potentially issuable with respect to stock options, restricted shares, and
convertible debt, which could dilute Basic EPS in the future. During the quarter
ended March 31, 1998, the Company issued 0.2 million shares upon exercise of
stock options and conversion of debt.
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Stockholders and the Board of Directors of Waste Management, Inc.:
We have audited the accompanying consolidated balance sheets of Waste
Management, Inc. (a Delaware corporation) and Subsidiaries as of December 31,
1997, 1996 and 1995, and the related consolidated statements of income, cash
flows and stockholders' equity for each of the four years in the period ended
December 31, 1997 (1996 and prior as restated--See Note 2). These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Waste Management, Inc. and
subsidiaries as of December 31, 1997, 1996 and 1995, and the results of their
operations and their cash flows for each of the four years in the period ended
December 31, 1997, in conformity with generally accepted accounting
principles.
As discussed in Note 3 to the consolidated financial statements, effective
January 1, 1995, the Company changed its method of accounting for capitalized
interest on landfill cell construction and effective January 1, 1997, the
Company changed its method of accounting for environmental remediation
liabilities.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Schedule II (1996 and prior as
restated) listed in the index of financial statements is presented for
purposes of complying with the Securities and Exchange Commission's rules and
is not part of the basic financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in relation to
the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Chicago, Illinois,
February 24, 1998 (except with respect to the matters discussed in Note 19, as
to which the date is March 17, 1998).
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 1995, 1996 AND 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
RESTATED
------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
CURRENT ASSETS
Cash and cash equivalents............. $ 169,541 $ 323,288 $ 132,811
Short-term investments................ 12,156 319,338 59,296
Accounts receivable, less reserve of
$67,927 in 1995, $52,847 in 1996 and
$51,805 in 1997...................... 1,623,563 1,650,719 1,539,413
Employee receivables.................. 8,496 10,084 7,817
Parts and supplies.................... 143,527 135,417 119,039
Costs and estimated earnings in excess
of billings on uncompleted contracts. 242,675 240,531 158,610
Prepaid expenses...................... 120,344 119,273 128,520
----------- ----------- -----------
Total Current Assets................ $ 2,320,302 $ 2,798,650 $ 2,145,506
----------- ----------- -----------
PROPERTY AND EQUIPMENT, at cost
Land, primarily disposal sites........ $ 4,202,829 $ 4,583,699 $ 3,811,887
Buildings............................. 1,532,475 1,485,045 1,327,179
Vehicles and equipment................ 7,115,078 7,454,460 6,572,424
Leasehold improvements................ 84,854 85,431 77,202
----------- ----------- -----------
$12,935,236 $13,608,635 $11,788,692
Less-Accumulated depreciation and
amortization......................... (4,119,397) (4,810,235) (4,534,543)
----------- ----------- -----------
Total Property and Equipment, Net... $ 8,815,839 $ 8,798,400 $ 7,254,149
----------- ----------- -----------
OTHER ASSETS
Intangible assets relating to acquired
businesses, net...................... $ 3,892,355 $ 3,871,919 $ 3,198,374
Net assets of continuing businesses
and surplus real estate held for
sale................................. 235,354 227,351 154,384
Sundry, including other investments... 1,575,337 1,387,257 836,685
Net assets of discontinued operations. 617,972 -- --
----------- ----------- -----------
Total Other Assets.................. $ 6,321,018 $ 5,486,527 $ 4,189,443
----------- ----------- -----------
Total Assets...................... $17,457,159 $17,083,577 $13,589,098
=========== =========== ===========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS--(CONTINUED)
AS OF DECEMBER 31, 1995, 1996 AND 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
RESTATED
------------------------
1995 1996 1997
----------- ----------- -----------
<S> <C> <C> <C>
CURRENT LIABILITIES
Portion of long-term debt payable
within one year...................... $ 1,088,033 $ 553,493 $ 1,548,465
Accounts payable...................... 999,164 951,491 758,047
Accrued expenses...................... 1,076,017 1,362,048 1,652,314
Unearned revenue...................... 204,166 212,541 233,579
----------- ----------- -----------
Total Current Liabilities........... $ 3,367,380 $ 3,079,573 $ 4,192,405
----------- ----------- -----------
DEFERRED ITEMS
Income taxes.......................... $ 549,682 $ 562,906 $ 212,869
Environmental liabilities............. 750,703 673,492 840,378
Other................................. 714,252 723,112 808,556
----------- ----------- -----------
Total Deferred Items................ $ 2,014,637 $ 1,959,510 $ 1,861,803
----------- ----------- -----------
LONG-TERM DEBT, less portion payable
within one year........................ $ 6,390,041 $ 6,971,607 $ 5,078,557
----------- ----------- -----------
NET LIABILITIES OF DISCONTINUED OPERA-
TIONS.................................. $ -- $ 57,874 $ --
----------- ----------- -----------
MINORITY INTEREST IN SUBSIDIARIES....... $ 1,380,496 $ 1,177,463 $ 1,110,681
----------- ----------- -----------
COMMITMENTS AND CONTINGENCIES
PUT OPTIONS............................. $ 261,959 $ 95,789 $ --
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Preferred stock, $1 par value
(issuable in series); 50,000,000
shares authorized; none outstanding
during the years..................... $ -- $ -- $ --
Common stock, $1 par value;
1,500,000,000 shares authorized;
498,817,093 shares issued in 1995 and
507,101,774 in 1996 and 1997......... 498,817 507,102 507,102
Additional paid-in capital............ 438,816 887,026 932,253
Cumulative translation adjustment..... (102,943) (79,213) (239,319)
Retained earnings..................... 3,582,861 3,228,346 1,735,371
----------- ----------- -----------
$ 4,417,551 $ 4,543,261 $ 2,935,407
Less-Treasury stock; 12,782,864 shares
in 1996 and 41,177,630 in 1997, at
cost................................. -- 419,871 1,271,885
1988 Employee Stock Ownership Plan.. 13,062 6,396 --
Employee Stock Benefit Trust
(11,769,788 shares in 1995 and
10,886,361 in 1996 and 1997, at
market)............................ 350,151 353,807 299,375
Minimum pension liability........... 11,692 18,885 7,393
Restricted stock unearned
compensation....................... -- 2,541 11,102
----------- ----------- -----------
Total Stockholders' Equity.......... $ 4,042,646 $ 3,741,761 $ 1,345,652
----------- ----------- -----------
Total Liabilities and
Stockholders' Equity............. $17,457,159 $17,083,577 $13,589,098
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these balance sheets.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
(000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
RESTATED
----------------------------------
1994 1995 1996 1997
---------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
REVENUE....................... $8,537,883 $9,100,225 $9,225,636 $ 9,188,582
---------- ---------- ---------- -----------
Operating expenses.......... $6,027,979 $6,514,932 $6,660,766 $ 7,195,376
Special charges............. -- 335,587 370,735 145,990
Asset impairment loss....... 33,970 53,772 64,729 1,480,262
Selling and administrative
expenses................... 1,062,363 1,091,747 1,095,459 1,129,237
Interest expense............ 350,220 463,861 462,424 446,888
Interest income............. (42,793) (34,883) (27,904) (37,580)
Minority interest........... 126,042 81,367 41,289 45,442
(Income) loss from
continuing operations held
for sale, net of minority
interest................... (24,143) (25,110) (315) 9,930
Sundry income, net.......... (109,903) (252,695) (102,014) (173,290)
---------- ---------- ---------- -----------
Income (loss) from
continuing operations
before income taxes........ $1,114,148 $ 871,647 $ 660,467 $(1,053,673)
Provision for income taxes.. 512,683 451,741 436,473 215,667
---------- ---------- ---------- -----------
INCOME (LOSS) FROM CONTINUING
OPERATIONS................... $ 601,465 $ 419,906 $ 223,994 $(1,269,340)
---------- ---------- ---------- -----------
Discontinued Operations:
Income from operations, less
applicable income taxes and
minority interest of
$45,031 in 1994, $9,125 in
1995 and $17,490 in 1996... $ 27,324 $ 38,686 $ 22,620 $ --
Income (loss) on disposal or
from reserve adjustment,
net of applicable income
taxes and minority interest
of ($3,005) in 1995,
($18,640) in 1996 and
$100,842 in 1997........... -- (33,823) (285,921) 95,688
---------- ---------- ---------- -----------
INCOME (LOSS) BEFORE EXTRAOR-
DINARY ITEM AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNT-
ING PRINCIPLES............... $ 628,789 $ 424,769 $ (39,307) $(1,173,652)
---------- ---------- ---------- -----------
Extraordinary loss on
refinancing of debt, net of
tax benefit and minority
interest of $767............. $ -- $ -- $ -- $ (516)
Cumulative effect of changes
in accounting principles, net
of tax
benefit of $819 in 1994,
$48,147 in 1995 and $1,100 in
1997......................... (1,281) (84,672) -- (1,936)
---------- ---------- ---------- -----------
NET INCOME (LOSS)............. $ 627,508 $ 340,097 $ (39,307) $(1,176,104)
========== ========== ========== ===========
AVERAGE COMMON SHARES OUT-
STANDING..................... 483,748 485,346 489,171 466,601
========== ========== ========== ===========
EARNINGS (LOSS) PER SHARE:
Basic--
Continuing operations....... $ 1.24 $ 0.86 $ 0.46 $ (2.72)
Discontinued operations..... 0.06 0.01 (0.54) 0.20
Extraordinary item.......... -- -- -- --
Cumulative effect of changes
in accounting principles... -- (0.17) -- --
---------- ---------- ---------- -----------
NET INCOME (LOSS)......... $ 1.30 $ 0.70 $ (0.08) $ (2.52)
========== ========== ========== ===========
Diluted--
Continuing operations....... $ 1.24 $ 0.86 $ 0.46 $ (2.72)
Discontinued operations..... 0.06 0.01 (0.54) 0.20
Extraordinary item.......... -- -- -- --
Cumulative effect of changes
in accounting principles... -- (0.17) -- --
---------- ---------- ---------- -----------
NET INCOME (LOSS)......... $ 1.30 $ 0.70 $ (0.08) $ (2.52)
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
(000'S OMITTED)
<TABLE>
<CAPTION>
RESTATED
-------------------------------------
1994 1995 1996 1997
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flows from operating
activities:
Net income (loss) for the
year..................... $ 627,508 $ 340,097 $ (39,307) $(1,176,104)
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and
amortization............. 996,407 1,035,018 1,065,683 1,080,105
Provision for deferred
income taxes............. 204,400 114,000 196,500 (405,100)
Undistributed earnings of
equity investees......... (48,200) 1,500 (34,200) 8,000
Minority interest in
subsidiaries............. 148,783 81,789 42,111 44,687
Interest on Liquid Yield
Option Notes and
Subordinated Notes....... 33,551 23,021 22,343 20,682
Contribution to 1988
Employee Stock Ownership
Plan..................... 7,930 6,667 6,666 6,396
Special charges........... -- 335,587 370,735 145,990
Asset impairment loss..... 33,970 53,772 64,729 1,480,262
Extraordinary item........ -- -- -- 516
Cumulative effect of
changes in accounting
principles............... 1,281 84,672 -- 1,936
Loss (income) on disposal
of discontinued
operations or reserve
adjustments, net of tax
and minority interest.... -- 33,823 285,921 (95,688)
(Gain) on disposition of
business and assets...... (25,100) (168,875) (30,086) (180,293)
Changes in assets and
liabilities, excluding
effects of acquired or
divested companies:
Receivables, net.......... (119,785) 60,817 (1,718) 57,922
Other current assets...... (57,509) 23,412 5,747 62,602
Sundry other assets....... (43,116) (71,766) (132,311) 127,125
Accounts payable.......... 182,874 39,669 (61,268) (165,829)
Accrued expenses and
unearned revenue......... 32,363 (76,398) 11,923 529,763
Deferred items............ (298,097) 84,301 (185,532) 11,587
Other, net................ 57,163 (52,535) 52,092 48,446
----------- ----------- ----------- -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES...... $ 1,734,423 $ 1,948,571 $ 1,640,028 $ 1,603,005
----------- ----------- ----------- -----------
Cash flows from investing
activities:
Short-term investments.... $ 2,755 $ 17,804 $ 1,170 $ (53,569)
Capital expenditures...... (1,440,238) (1,340,261) (1,063,552) (879,545)
Proceeds from asset
monetization program..... 287,046 165,716 752,345 1,375,206
Cost of acquisitions, net
of cash acquired......... (197,201) (224,304) (104,778) (51,360)
Other investments......... (26,246) (50,119) (16,372) (8,877)
Acquisition of minority
interests................ (57,865) (170,854) (342,034) (104,165)
----------- ----------- ----------- -----------
NET CASH OBTAINED FROM
(USED FOR) INVESTING
ACTIVITIES................ $(1,431,749) $(1,602,018) $ (773,221) $ 277,690
----------- ----------- ----------- -----------
Cash flows from financing
activities:
Cash dividends............ $ (290,266) $ (291,421) $ (308,265) $ (309,577)
Proceeds from issuance of
indebtedness............. 1,710,586 1,803,383 2,907,544 1,105,427
Repayments of
indebtedness............. (1,752,552) (1,860,451) (2,933,632) (1,967,048)
Proceeds from exercise of
stock options, net....... 7,970 14,132 65,766 41,220
Contributions from
minority interests....... 22,169 24,394 10,242 --
Other distributions to
minority stockholders by
affiliated companies..... -- -- -- (36,341)
Stock repurchases......... -- -- (473,560) (903,248)
Proceeds from sales of put
options.................. 29,965 21,622 18,845 --
Settlement of put options. -- (12,019) -- (1,605)
----------- ----------- ----------- -----------
NET CASH USED FOR FINANCING
ACTIVITIES................ $ (272,128) $ (300,360) $ (713,060) $(2,071,172)
----------- ----------- ----------- -----------
Net increase (decrease) in
cash and cash equivalents. $ 30,546 $ 46,193 $ 153,747 $ (190,477)
Cash and cash equivalents
at beginning of year...... 92,802 123,348 169,541 323,288
----------- ----------- ----------- -----------
Cash and cash equivalents
at end of year............ $ 123,348 $ 169,541 $ 323,288 $ 132,811
=========== =========== =========== ===========
Supplemental disclosures of
cash flow information:
Cash paid during the year
for:
Interest, net of amounts
capitalized.............. $ 307,257 $ 439,323 $ 402,321 $ 428,531
Income taxes, net of
refunds received......... 241,657 283,165 326,679 344,188
Supplemental schedule of
noncash investing and
financing activities:
LYONs converted into
common stock of the
Company.................. 1,594 2,598 2,176 659
Liabilities assumed in
acquisitions of
businesses............... 225,723 219,285 114,897 23,356
Fair market value of
Company and subsidiary
stock issued for acquired
businesses............... 4,773 66,172 236,001 2,696
Exchange of interest in
ServiceMaster Consumer
Services L.P............. -- 467,000 -- --
Subordinated Notes issued
for acquisition of CWM
minority interest........ $ -- $ 436,830 $ -- $ --
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE
COMMON PAID-IN TRANSLATION
STOCK CAPITAL ADJUSTMENT
-------- ---------- -----------
<S> <C> <C> <C>
Balance, January 1, 1994, as previously
reported...................................... $496,217 $668,470 $(245,587)
Cumulative effect of prior period adjustments.. -- 14,117 --
-------- -------- ---------
Balance, January 1, 1994, as restated.......... $496,217 $682,587 $(245,587)
-------- -------- ---------
Net income for the year (restated)............ $ -- $ -- $ --
Cash dividends ($.60 per share)............... -- -- --
Dividends paid to Employee Stock Benefit
Trust........................................ -- 5,617 --
Common stock issued upon exercise of stock
options...................................... -- (5,948) --
Treasury stock received in connection with
exercise of stock options.................... -- -- --
Tax benefit of non-qualified stock options
exercised.................................... -- 1,527 --
Contribution of 1988 ESOP (375,312 shares).... -- -- --
Treasury stock received as settlement for
claims....................................... -- -- --
Common stock issued upon conversion of LYONs.. 96 1,442 --
Common stock issued for acquisitions.......... 74 1,471 --
Temporary equity related to put options....... -- (252,328) --
Proceeds from sale of put options............. -- 29,965 --
Sale of shares to Employee Stock Benefit Trust
(12,601,609 shares).......................... -- (106,327) --
Adjustment of Employee Stock Benefit Trust to
market value................................. -- 16,064 --
Adjustment for minimum pension liability...... -- -- --
Transfer of equity interests among controlled
subsidiaries................................. -- (2,803) --
Cumulative translation adjustment of foreign
currency statements.......................... -- -- 94,755
-------- -------- ---------
Balance, December 31, 1994, as restated........ $496,387 $371,267 $(150,832)
-------- -------- ---------
Net income for the year (restated)............ $ -- $ -- $ --
Cash dividends ($.60 per share)............... -- -- --
Dividends paid to Employee Stock Benefit
Trust........................................ -- 7,207 --
Common stock issued upon exercise of stock
options...................................... 44 (4,405) --
Treasury stock received in connection with
exercise of stock options.................... -- -- --
Tax benefit of non-qualified stock options
exercised.................................... -- 2,049 --
Contribution of 1988 ESOP (322,508 shares).... -- -- --
Treasury stock received as settlement for
claims....................................... -- -- --
Common stock issued upon conversion of LYONs.. 150 2,448 --
Common stock issued for acquisitions.......... 2,236 15,768 --
Temporary equity related to put options....... -- (9,631) --
Proceeds from sale of put options............. -- 21,622 --
Settlement of put options..................... -- (12,019) --
Common stock purchased through nonqualified
deferred compensation plan................... -- 38 --
Adjustment of Employee Stock Benefit Trust to
market value................................. -- 43,943 --
Adjustment for minimum pension liability...... -- -- --
Transfer of equity interests among controlled
subsidiaries................................. -- 529 --
Cumulative translation adjustment of foreign
currency statements.......................... -- -- 47,889
-------- -------- ---------
Balance, December 31, 1995, as restated........ $498,817 $438,816 $(102,943)
-------- -------- ---------
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1988 EMPLOYEE EMPLOYEE MINIMUM RESTRICTED STOCK
RETAINED TREASURY STOCK STOCK PENSION UNEARNED
EARNINGS STOCK OWNERSHIP PLAN BENEFIT TRUST LIABILITY COMPENSATION
- ---------- -------- -------------- ------------- --------- ----------------
<S> <C> <C> <C> <C> <C>
$3,693,108 $425,097 $27,659 $ -- $ -- $--
(483,341) -- -- -- 8,085 --
- ---------- -------- ------- -------- ------- ---
$3,209,767 $425,097 $27,659 $ -- $ 8,085 $--
- ---------- -------- ------- -------- ------- ---
$ 627,508 $ -- $ -- $ -- $ -- $--
(290,266) -- -- -- -- --
(5,617) -- -- -- -- --
-- (8,250) -- (5,928) -- --
-- 260 -- -- -- --
-- -- -- -- -- --
-- -- (7,930) -- -- --
-- 2,741 -- -- -- --
-- (56) -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- (419,792) -- 313,465 -- --
-- -- -- 16,064 -- --
-- -- -- -- (350) --
-- -- -- -- -- --
-- -- -- -- -- --
- ---------- -------- ------- -------- ------- ---
$3,541,392 $ -- $19,729 $323,601 $ 7,735 $--
- ---------- -------- ------- -------- ------- ---
$ 340,097 $ -- $ -- $ -- $ -- $--
(291,421) -- -- -- -- --
(7,207) -- -- -- -- --
-- (1,763) -- (17,393) -- --
-- 663 -- -- -- --
-- -- -- -- -- --
-- -- (6,667) -- -- --
-- 1,100 -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- 43,943 -- --
-- -- -- -- 3,957 --
-- -- -- -- -- --
-- -- -- -- -- --
- ---------- -------- ------- -------- ------- ---
$3,582,861 $ -- $13,062 $350,151 $11,692 $--
- ---------- -------- ------- -------- ------- ---
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY--(CONTINUED)
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE
COMMON PAID-IN TRANSLATION
STOCK CAPITAL ADJUSTMENT
-------- ---------- -----------
<S> <C> <C> <C>
Balance, January 1, 1996, as restated.......... $498,817 $438,816 $(102,943)
-------- -------- ---------
Net (loss) for the year (restated)............ $ -- $ -- $ --
Cash dividends ($.63 per share)............... -- -- --
Dividends paid to Employee Stock Benefit
Trust........................................ -- 6,943 --
Common stock repurchase (14,390,000 shares)... -- -- --
Common stock issued upon exercise of stock
options and grants of restricted stock....... 217 (10,938) --
Treasury stock received in connection with
exercise of stock options.................... -- -- --
Tax benefit of non-qualified stock options
exercised.................................... -- 6,859 --
Unearned compensation related to issuance of
restricted stock to employees................ -- -- --
Earned compensation related to restricted
stock (net of reversals on forfeited shares). -- -- --
Contribution to 1988 ESOP (307,041 shares).... -- -- --
Treasury stock received as settlement for
claims....................................... -- -- --
Common stock issued upon conversion of LYONs.. 111 1,905 --
Common stock issued for acquisitions.......... 7,957 219,867 --
Temporary equity related to put options....... -- 166,170 --
Proceeds from sale of put options............. -- 18,845 --
Common stock purchased through nonqualified
deferred compensation plan................... -- 6,281 --
Adjustment of Employee Stock Benefit Trust to
market value................................. -- 32,278 --
Adjustment for minimum pension liability...... -- -- --
Cumulative translation adjustment of foreign
currency statements.......................... -- -- 23,730
-------- -------- ---------
Balance, December 31, 1996, as restated........ $507,102 $887,026 $ (79,213)
-------- -------- ---------
Net (loss) for the year....................... $ -- $ -- $ --
Cash dividends ($.67 per share)............... -- -- --
Dividends paid to Employee Stock Benefit
Trust........................................ -- 7,294 --
Common stock repurchase (30,000,000 shares)... -- -- --
Common stock issued upon exercise of stock
options and grants of restricted stock....... -- (6,051) --
Compensation paid with stock options.......... -- 701 --
Tax benefit of non-qualified stock options
exercised.................................... -- 2,741 --
Unearned compensation related to issuance of
restricted stock to employees................ -- -- --
Earned compensation related to restricted
stock (net of reversals on forfeited shares). -- -- --
Reversal of unearned compensation upon
cancellation of restricted stock............. -- -- --
Contribution to 1988 ESOP (295,089 shares).... -- -- --
Treasury stock received as settlement for
claims....................................... -- -- --
Common stock issued upon conversion of LYONs.. -- (324) --
Common stock issued for acquisitions.......... -- (1,057) --
Temporary equity related to put options....... -- 95,789 --
Settlement of put options..................... -- (1,605) --
Common stock purchased through nonqualified
deferred compensation plan................... -- 2,171 --
Adjustment of Employee Stock Benefit Trust to
market value................................. -- (54,432) --
Adjustment for minimum pension liability...... -- -- --
Cumulative translation adjustment of foreign
currency statements.......................... -- -- (160,106)
-------- -------- ---------
Balance, December 31, 1997..................... $507,102 $932,253 $(239,319)
-------- -------- ---------
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY--(CONTINUED)
FOR THE FOUR YEARS ENDED DECEMBER 31, 1997
($000'S OMITTED EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
1988 EMPLOYEE EMPLOYEE MINIMUM RESTRICTED STOCK
RETAINED TREASURY STOCK STOCK PENSION UNEARNED
EARNINGS STOCK OWNERSHIP PLAN BENEFIT TRUST LIABILITY COMPENSATION
- ----------- ---------- -------------- ------------- --------- ----------------
<S> <C> <C> <C> <C> <C>
$3,582,861 $ -- $13,062 $350,151 $11,692 $ --
- ----------- ---------- ------- -------- ------- -------
$ (39,307) $ -- $ -- $ -- $ -- $ --
(308,265) -- -- -- -- --
(6,943) -- -- -- -- --
-- 473,560 -- -- -- --
-- (53,323) -- (28,622) -- --
-- 5,458 -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- 2,640
-- -- -- -- -- (99)
-- -- (6,666) -- -- --
-- 2,513 -- -- -- --
-- (160) -- -- -- --
-- (8,177) -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- 32,278 -- --
-- -- -- -- 7,193 --
-- -- -- -- -- --
- ----------- ---------- ------- -------- ------- -------
$ 3,228,346 $ 419,871 $ 6,396 $353,807 $18,885 $ 2,541
- ----------- ---------- ------- -------- ------- -------
$(1,176,104) $ -- $ -- $ -- $ -- $ --
(309,577) -- -- -- -- --
(7,294) -- -- -- -- --
-- 903,248 -- -- -- --
-- (47,271) -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- 23,444
-- -- -- -- -- (2,357)
-- -- -- -- -- (12,526)
-- -- (6,396) -- -- --
-- 773 -- -- -- --
-- (983) -- -- -- --
-- (3,753) -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- -- -- --
-- -- -- (54,432) -- --
-- -- -- -- (11,492) --
-- -- -- -- -- --
- ----------- ---------- ------- -------- ------- -------
$1,735,371 $1,271,885 $ -- $299,375 $ 7,393 $11,102
- ----------- ---------- ------- -------- ------- -------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(TABLES IN MILLIONS EXCEPT PER SHARE AMOUNTS UNLESS OTHERWISE NOTED)
NOTE 1. BUSINESS AND FINANCIAL STATEMENTS
Waste Management, Inc. (formerly WMX Technologies, Inc.) and its
subsidiaries ("Waste Management" or the "Company") provide waste management
and related services to governmental, residential, commercial, and industrial
customers in the United States and in select international markets. The
Company previously provided process engineering and construction, specialty
contracting and industrial scaffolding services through its Rust International
Inc. ("Rust") subsidiary, water process systems, equipment manufacturing and
water and wastewater facility operations and privatization services through
its Wheelabrator Technologies Inc. ("WTI") subsidiary. As of December 31,
1997, WTI and Rust had sold all of these businesses, and accordingly they are
classified as discontinued operations in the accompanying financial
statements. The Company now operates in only the waste management services
industry. See Note 14 for details of certain financial information by
geographic area.
The accompanying financial statements are prepared on a consolidated basis
and include the Company and its majority-owned subsidiaries. All significant
intercompany transactions and balances have been eliminated. Certain of the
Company's subsidiaries are restricted as to payment of dividends to the
Company. However, the Company has access to the net assets of such
subsidiaries through intercompany loans and advances.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect reported amounts of assets, liabilities, income and
expenses and disclosures of contingencies. Future events could alter such
estimates in the near term.
NOTE 2. RESTATEMENT AND RECLASSIFICATION
The Company has restated and reclassified its financial statements for each
of the three years ended December 31, 1996. The cumulative after-tax effect
for periods prior to January 1, 1994, has been reflected as a charge to
beginning retained earnings in the Consolidated Statements of Stockholders'
Equity. Unaudited quarterly financial data for the years 1995 and 1996 and the
first three quarters of 1997, as shown in Note 20, has also been restated and
reclassified. Except as otherwise stated herein, all information presented in
the Consolidated Financial Statements and related notes includes all such
restatements and reclassifications.
As a result of a comprehensive review begun in the third quarter of 1997,
the Company determined that certain items of expense were incorrectly reported
in previously issued financial statements. These principally relate to
vehicle, equipment and container depreciation expense, capitalized interest
and income taxes. With respect to depreciation, the Company determined that
incorrect vehicle and container salvage values had been used, and errors had
been made in the expense calculations. The Company also concluded that
capitalized interest relating to landfill construction projects had been
misstated. On January 1, 1995, the Company changed its accounting for
capitalized interest (see "Capitalized Interest"), but the cumulative "catch-
up" charge was not properly recorded in the 1995 financial statements, and
errors were made in applying the new method in subsequent years. Capitalized
interest for 1995, 1996 and the first three quarters of 1997 has accordingly
been restated.
The prior period restatements also include earlier recognition of certain
asset value impairments (primarily related to land, landfill and recycling
investments) and of environmental liabilities (primarily related to
remediation and landfill closure and post-closure expense accruals including
restatement of purchase accounting). The reduction of the special charge in
1996 is due primarily to the reversal of software impairment charges which
were recorded prematurely.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
A summary of the restatements by category is as follows:
<TABLE>
<CAPTION>
CUMULATIVE RESTATEMENTS
THROUGH DECEMBER 31,
1996
-----------------------
(IN MILLIONS)
<S> <C>
Vehicle, equipment and container depreciation
expense......................................... $ 509
Capitalized interest............................. 192
Environmental and closure/post-closure costs and
reserves........................................ 173
Purchase accounting related to remediation
reserves........................................ 128
Asset impairment losses.......................... 214
Software impairment charges...................... (85)
Other, including minority interest............... 301
------
Total pretax................................... $1,432
Tax effects on above items including income tax
reserve adjustments............................. (297)
------
$1,135
======
</TABLE>
In the fourth quarter of 1997, the Company reclassified the results of
certain Rust business units to continuing operations held for sale. These
businesses had previously been reported as discontinued operations. Accounting
standards require such reclassification because divestiture did not occur
within one year from the date the businesses were initially reported as
discontinued operations.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The Company also reclassified certain items of income and expense in
previously issued financial statements. The primary effect of such
reclassification is to increase various expense categories by amounts which
had been offset against gains in sundry income. Such reclassifications, which
did not change net income, affected various line items within the Consolidated
Statements of Income.
The effect of such reclassifications, and the restatements discussed above,
on the income statement line items, is shown in the following table:
<TABLE>
<CAPTION>
AS PREVIOUSLY AS
REPORTED RECLASSIFICATIONS RESTATEMENTS RESTATED
------------- ----------------- ------------ --------
<S> <C> <C> <C> <C>
1994
Revenue................. $8,482.7 $ 55.2 $ -- $8,537.9
-------- ------ ------- --------
Operating expenses...... $5,827.6 $ 42.2 $ 158.2 $6,028.0
Asset impairment loss... -- -- 34.0 34.0
Selling and administra-
tive expenses.......... 997.2 51.6 13.5 1,062.3
Interest, net........... 300.3 1.4 5.7 307.4
Minority interest....... 127.0 6.5 (7.5) 126.0
(Income) loss from con-
tinuing operations held
for sale............... -- (24.1) -- (24.1)
Sundry income, net...... (64.4) (51.0) 5.5 (109.9)
Provision for income
taxes.................. 552.6 13.9 (53.8) 512.7
(Income) loss from dis-
continued operations... (42.0) 14.7 -- (27.3)
Cumulative effect of
changes in accounting
principles............. -- -- 1.3 1.3
-------- ------ ------- --------
Net Income.......... $ 784.4 $ -- $(156.9) $ 627.5
======== ====== ======= ========
1995
Revenue................. $9,053.0 $ 47.2 $ -- $9,100.2
-------- ------ ------- --------
Operating expenses...... $6,220.9 $162.1 $ 131.9 $6,514.9
Special charge.......... 335.2 -- 0.4 335.6
Asset impairment loss... -- -- 53.8 53.8
Selling and administra-
tive expenses.......... 1,004.9 102.9 (16.1) 1,091.7
Interest, net........... 384.7 13.2 31.1 429.0
Minority interest....... 81.9 (4.3) 3.8 81.4
(Income) loss from con-
tinuing operations held
for sale............... -- (25.1) -- (25.1)
Sundry income, net...... (76.5) (172.5) (3.7) (252.7)
Provision for income
taxes.................. 483.7 8.9 (40.9) 451.7
(Income) loss from dis-
continued operations... 14.3 (38.0) 18.8 (4.9)
Cumulative effect of
changes in accounting
principles............. -- -- 84.7 84.7
-------- ------ ------- --------
Net Income.......... $ 603.9 $ -- $(263.8) $ 340.1
======== ====== ======= ========
1996
Revenue................. $9,187.0 $ 38.6 $ -- $9,225.6
-------- ------ ------- --------
Operating expenses...... $6,372.8 $ 7.8 $ 280.2 $6,660.8
Special charge.......... 471.6 -- (100.9) 370.7
Asset impairment loss... -- -- 64.7 64.7
Selling and administra-
tive expenses.......... 979.2 45.9 70.4 1,095.5
Interest, net........... 348.1 51.0 35.4 434.5
Minority interest....... 57.6 0.9 (17.2) 41.3
(Income) loss from con-
tinuing operations held
for sale............... -- (0.3) -- (0.3)
Sundry income, net...... (85.2) (56.0) 39.1 (102.1)
Provision for income
taxes.................. 565.1 (9.9) (118.7) 436.5
(Income) loss from dis-
continued operations... 285.7 (0.8) (21.6) 263.3
-------- ------ ------- --------
Net Income (loss)... $ 192.1 $ -- $(231.4) $ (39.3)
======== ====== ======= ========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
These restatements increased (decreased) previously reported results and
earnings per share as shown in the following table:
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31
-------------------------
1994 1995 1996
------- ------- -------
<S> <C> <C> <C>
Income from continuing operations before income tax-
es................................................. $(180.8) $(230.3) $(382.4)
Provision for income taxes.......................... 39.9 32.0 128.6
------- ------- -------
Income from continuing operations................... $(140.9) $(198.3) $(253.8)
Discontinued operations............................. ( 14.7) 19.2 22.4
Cumulative effect of accounting change.............. (1.3) (84.7) --
------- ------- -------
Net income.......................................... $(156.9) $(263.8) $(231.4)
======= ======= =======
Earnings per share--
Basic--
Continuing operations............................. $ (0.29) $ (0.41) $ (0.52)
Discontinued operations........................... (0.03) 0.04 0.04
Accounting change................................. -- (0.17) --
------- ------- -------
Net income...................................... $ (0.32) $ (0.54) $ (0.48)
======= ======= =======
Diluted--
Continuing operations............................. $ (0.29) $ (0.39) $ (0.51)
Discontinued operations........................... (0.03) 0.04 0.03
Accounting change................................. -- (0.17) --
------- ------- -------
Net income...................................... $ (0.32) $ (0.52) $ (0.48)
======= ======= =======
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 3. SUMMARY OF ACCOUNTING POLICIES
Revenue Recognition. The Company is primarily in a service business and
recognizes revenue when services are performed. Results from long-term
contracts are recorded on the percentage-of-completion basis with losses
recognized in full when identified. Changes in project performance and
conditions, estimated profitability and final contract settlements may result
in future revisions to long-term contract costs and income.
Foreign Currency. The functional currency of the majority of the Company's
foreign subsidiaries is the local currency of the country in which the
subsidiary operates. Accordingly, such subsidiaries' assets and liabilities
are translated at the rates of exchange at the balance sheet date while income
statement accounts are translated at the average exchange rates in effect
during the period. The resulting translation difference is charged or credited
directly to stockholders' equity, as revenues, expenses and cash flows of the
subsidiaries are primarily in their local currencies. Foreign exchange
transaction losses (income) (net of related income taxes and minority
interest) of $3.3 million, $2.2 million, $ 0.3 million and ($0.9) million are
included in the Consolidated Statements of Income for 1994, 1995, 1996, and
1997, respectively.
Cash Equivalents. All highly liquid investments with maturities of three
months or less at date of purchase are considered to be cash equivalents.
Short-Term Investments. As part of its cash management program, the Company
from time-to-time maintains a portfolio of marketable investment securities
($12.2 million, $11.0 million and $3.0 million at December 31, 1995, 1996 and
1997, respectively). The securities have an investment grade of not less than
A and a term to earliest maturity generally of less than one year, and include
tax exempt securities, certificates of deposit and Euro-dollar time deposits.
These securities are carried at cost.
Short-term investments also include investments classified as "trading,"
which are carried at market price with unrealized gains and losses included in
Sundry Income. At December 31, 1996, this category included the shares of
Wessex Water Plc ("Wessex") (see Note 15). At December 31, 1997, this category
included certain other equity securities classified as "trading" as well as a
price collar related to such investment. These securities were delivered in
1998 in exchange for the cap price of the collar. See Note 7.
Environmental Liabilities. The Company provides for estimated closure and
post-closure monitoring costs over the operating life of disposal sites as
airspace is consumed. The Company has also established procedures to evaluate
potential remedial liabilities at closed sites which it owns or operated, or
to which it transported waste, including 89 sites listed on the Superfund
National Priority List ("NPL"). When the Company concludes that it is probable
that a liability has been incurred, provision is made in the financial
statements, based upon management's judgment and prior experience, for the
Company's best estimate of the liability. Such estimates are subsequently
revised as deemed necessary as additional information becomes available. See
Note 8 for additional information.
Contracts in Process. Information with respect to contracts in process
(which relate primarily to contracts involving a substantial construction
component) at December 31, 1995, 1996 and 1997, is as follows:
<TABLE>
<CAPTION>
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Costs and estimated earnings on uncompleted
contracts....................................... $1,176.6 $1,192.2 $1,511.7
Less: Billing on uncompleted contracts........... (952.8) (979.9) (1,374.1)
-------- -------- --------
Total contracts in process..................... $ 223.8 $ 212.3 $ 137.6
======== ======== ========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Contracts in process are included in the Consolidated Balance Sheets under
the following captions:
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Costs and estimated earnings in excess of billings on
uncompleted contracts................................. $242.7 $240.5 $158.6
Billings in excess of costs and estimated earnings on
uncompleted contracts (included in unearned revenue).. (18.9) (28.2) (21.0)
------ ------ ------
Total contracts in process........................... $223.8 $212.3 $137.6
====== ====== ======
</TABLE>
All contracts in process are expected to be billed and collected within five
years.
Accounts receivable includes retainage which has been billed, but which is
not due pursuant to contract provisions until completion. Such retainage at
December 31, 1997, is $5.3 million, including $1.1 million that is expected to
be collected after one year. Retainage was $8.0 million at December 31, 1996,
and $12.8 million at December 31, 1995.
Property and Equipment. Property and equipment (including major repairs and
improvements) are capitalized and stated at cost. Items of an ordinary
maintenance or repair nature are charged directly to operations. Disposal
sites are carried at cost and to the extent the land component exceeds end use
realizable value, such excess is amortized over the estimated life of the
disposal site. Disposal site improvement costs are capitalized and charged to
operations over the shorter of the estimated usable life of the site or the
improvement.
Preparation costs for individual secure land disposal cells are recorded as
land improvements. Cell costs are amortized as the airspace is filled.
Significant costs capitalized for such cells include excavation and grading
costs, costs relating to the design and construction of liner systems, and gas
collection and leachate collection systems.
Depreciation and Amortization. The cost, less estimated salvage value for
certain types of assets, of property and equipment had been depreciated over
the following estimated useful lives on the straight-line method: buildings,
10 - 40 years; heavy collection vehicles, 10 - 12 years; other vehicles, 3 - 6
years; rolloff containers, 20 years; other containers, 15 years; machinery and
equipment, 3 - 20 years; leasehold improvements, over the life of the
applicable lease.
Effective October 1, 1997, the Board of Directors approved a management
recommendation to revise the Company's North American collection fleet
management policy. Front-end loaders will be replaced after 8 years, and rear-
end loaders and rolloff trucks after 10 years. The previous policy was to not
replace front-end loaders before they were a minimum of 10 years old and other
heavy collection vehicles before they were a minimum of 12 years old. As a
result of this decision, the Company recognized an impairment writedown of
$70.9 million in the fourth quarter of 1997 for those vehicles scheduled for
replacement in the next two years under the new policy (see Note 16).
Depreciable lives have been adjusted commencing in the fourth quarter of 1997
to reflect the new policy. Also effective October 1, 1997, the Company reduced
depreciable lives on containers from 15 and 20 years to 12 years, and ceased
assigning salvage value in computing depreciation on North American collection
vehicles or containers. These changes in estimates increased depreciation
expense by $33.7 million in the fourth quarter of 1997.
Also effective October 1, 1997, the Company changed its process for
estimating landfill lives. The Company now amortizes landfill costs over
estimated landfill capacity which includes permitted landfill airspace plus
expansions which are probable of being obtained in the next five years. The
Company's prior practice was to consider likely future expansions in the
amortization calculations, whether or not the permits were expected to be
obtained within the next five years. Factors in determining probable
expansions on a site-by-site basis include secured rights to required land,
status of legal, environmental, regulatory and political issues, and the
extent to which the permit application process has proceeded. This change in
estimate increased depreciation and amortization by $12.7 million and the
provision for closure and post-closure by $3.1 million in the fourth quarter
of 1997, and resulted in estimated landfill capacity declining from 2.9
billion cubic yards to 1.8 billion cubic yards.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Intangible Assets. Intangible assets relating to acquired businesses consist
primarily of the cost of purchased businesses in excess of market value of net
assets acquired ("goodwill"). Such goodwill is amortized on a straight-line
basis over a period of not more than forty years. The accumulated amortization
of intangible assets amounted to $582.9 million, $685.8 million and $670.7
million as of December 31, 1995, 1996 and 1997, respectively.
On an ongoing basis, the Company measures realizability of goodwill by the
ability of acquired businesses to generate current and expected future after-
tax operating income in excess of annual amortization. If such realizability
is in doubt, an adjustment is made to reduce the carrying value of the
goodwill.
Capitalized Interest. Interest has been capitalized on significant
landfills, trash-to-energy plants and other projects under construction.
Amounts capitalized and netted against Interest Expense in the Consolidated
Statements of Income were $105.9 million in 1994, $43.9 million in 1995, $35.6
million in 1996, and $26.0 million in 1997.
Effective January 1, 1995, the Company changed its method of capitalizing
interest on landfill cells. Previously, interest was capitalized using a
method that allocated construction costs incurred to airspace on a total
landfill basis. The new method uses as a base for interest capitalization the
discrete construction activities related to each cell and results in less
interest being capitalized. In a landfill disposal services market
characterized by substantial price competition and minimal anticipated volume
growth, the new method reduces the risk of an asset impairment in the future.
The change reduced 1995 net income from continuing operations by $20.0 million
or approximately $0.04 per share. The unaudited proforma effect of this change
to a preferable method, on 1994 and 1995 had the change been made as of
January 1, 1994, and excluding the cumulative effect of the accounting change,
is shown in the following table:
<TABLE>
<CAPTION>
ACTUAL PRO FORMA
------------- -------------
1994 1995 1994 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Income from continuing operations.................. $601.5 $419.9 $581.5 $419.9
Net Income......................................... 627.5 340.1 607.5 424.8
Earnings per share--
Basic
Income from continuing operations................ $ 1.24 $ 0.86 $ 1.20 $ 0.86
Net income....................................... 1.30 0.70 1.26 0.87
Diluted
Income from continuing operations................ $ 1.24 $ 0.86 $ 1.20 $ 0.86
Net Income....................................... 1.30 0.70 1.26 0.87
</TABLE>
Self-Insurance. The Company self-insures for auto, general liability and
workers' compensation claims up to $5 million per claim. Provision is made in
each accounting period for estimated losses, including losses incurred but not
reported, and related reserves are adjusted as additional claim information
becomes available. Claim reserves are discounted at 6%, 7% and 6% at December
31, 1995, 1996 and 1997, respectively, based on historical payment patterns.
The self-insurance reserve included in the accompanying balance sheet was
$151.7 million, $188.0 million and $226.7 million at December 31, 1995, 1996
and 1997, respectively.
In the fourth quarter of 1997, the Company modified its self-insurance
reserve determination technique. The revised loss projection process improves
the estimation of future growth in claims. This change in estimate resulted in
a $56 million pre-tax charge.
Derivative Financial Instruments. In the normal course of business, the
Company enters into a variety of derivative financial instruments to manage
currency, interest rate, commodity (fuel) and equity price risk. See Note 7 to
Consolidated Financial Statements for a description of these financial
instruments and the methods of accounting for them.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Accounting Principles. Effective January 1, 1994, the Company adopted FAS
No. 112, "Employers' Accounting for Postemployment Benefits." The change
reduced 1994 net income by $1.3 million.
Effective January 1, 1995, the Company changed its method of capitalizing
interest on landfill cell construction. See "Capitalized Interest." The
cumulative effect of this change reduced 1995 net income by $84.7 million.
Effective January 1, 1996, the Company adopted FAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." Impairments recorded prior to 1996 followed a methodology consistent with
FAS No. 121, and accordingly the adoption of this statement did not have a
material impact on the financial statements.
FAS No. 123, "Accounting for Stock-Based Compensation," also became
effective in 1996. However, FAS No. 123 permitted compensation to continue to
be accounted for under Accounting Principles Board Opinion No. 25, and the
Company elected to follow this alternative. See Note 9.
Effective January 1, 1997, the Company adopted American Institute of
Certified Public Accountants Statement of Position ("SOP") 96-1,
"Environmental Remediation Liabilities." SOP 96-1 provides that environmental
remediation liabilities should be accrued when the criteria of FAS No. 5,
"Accounting for Contingencies," are met. It also provides that the accrual for
such liabilities should include future costs for those employees expected to
devote a significant amount of time directly to the management of remediation
liabilities. The adoption of SOP 96-1 reduced 1997 pretax income by $49.9
million.
In the fourth quarter of 1997, the Company began expensing process
reengineering costs (including $3.0 million previously capitalized) in
accordance with Emerging Issues Task Force consensus 97-13, reducing 1997 net
income by $1.9 million.
Also in 1997, the Company began presenting earnings per share in accordance
with FAS No. 128. See Note 11 for further discussion.
In June 1997, the Financial Accounting Standards Board issued FAS No. 130,
"Reporting Comprehensive Income," and FAS No. 131, "Disclosure About Segments
of an Enterprise and Related Information." Both statements are effective for
fiscal years beginning after December 15, 1997, although FAS No. 131 does not
apply to the Company's interim financial statements until 1999. FAS No. 130
requires only a different format for presentation of information already
included in the Company's financial statements. FAS No. 131 modifies the basis
for determining segments and expands required segment disclosure, but does not
affect accounting principles and, accordingly, will not require any change to
reported financial position, results of operations or cash flows. The Company
is currently evaluating the impact of FAS No. 131 on its segment reporting.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 4. INCOME TAXES
The following tables set forth income from continuing operations before
income taxes, showing domestic and international sources, and the income tax
provision showing the components by governmental taxing authority, for the
years 1994 through 1997.
Income (Loss) From Continuing Operations Before Income Taxes
<TABLE>
<CAPTION>
1994 1995 1996 1997
-------- ------ ------ ---------
<S> <C> <C> <C> <C>
Domestic..................................... $ 952.5 $882.1 $654.9 $(1,153.3)
International................................ 161.6 (10.5) 5.6 99.6
-------- ------ ------ ---------
$1,114.1 $871.6 $660.5 $(1,053.7)
======== ====== ====== =========
Income Tax Provision (Benefit)
Current tax expense
U.S. federal............................... $ 230.1 $248.2 $172.3 $ 476.7
State and local............................ 52.6 54.2 50.2 67.1
Foreign.................................... 25.6 35.3 17.5 77.0
-------- ------ ------ ---------
Total current............................ $ 308.3 $337.7 $240.0 $ 620.8
-------- ------ ------ ---------
Deferred tax expense
U.S. federal............................... $ 145.4 $112.6 $ 96.8 $ (371.5)
State and local............................ 16.9 19.9 23.7 (26.4)
Foreign.................................... 42.1 (18.5) 76.0 (7.2)
-------- ------ ------ ---------
Total deferred........................... $ 204.4 $114.0 $196.5 $ (405.1)
-------- ------ ------ ---------
Total provision.......................... $ 512.7 $451.7 $436.5 $ 215.7
======== ====== ====== =========
</TABLE>
The federal statutory tax rate is reconciled to the effective tax rate as
follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997
----- ----- ----- ------
<S> <C> <C> <C> <C>
Tax provision (benefit) at U.S. statutory rate... 35.00% 35.00% 35.00% (35.00)%
U.S. state and local taxes, net of federal
benefit......................................... 4.05 5.53 7.27 2.50
Non-deductible goodwill.......................... 2.66 4.09 8.50 18.15
Writedown of investments in subsidiary........... 0.25 -- 8.98 4.04
Minority interests............................... 4.68 4.42 3.89 0.91
Deferred tax valuation and other tax reserves.... (0.40) 3.82 0.89 25.25
Gain on sale of foreign subsidiary............... -- -- 2.65 --
Other............................................ (0.22) (1.03) (1.09) 4.62
----- ----- ----- ------
46.02% 51.83% 66.09% 20.47%
===== ===== ===== ======
</TABLE>
The increased impact of non-deductible goodwill on the 1997 consolidated tax
provision is attributable to the asset impairment losses discussed in Note 16.
As a result of the 1997 comprehensive review, the Company increased deferred
tax valuation allowances and other tax reserves.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Deferred income taxes result from the recognition in different periods of
revenue and expense for tax and financial statement purposes. The primary
deferred tax (assets) liabilities are as follows:
<TABLE>
<CAPTION>
DECEMBER 31
------------------------------
1995 1996 1997
--------- -------- ---------
<S> <C> <C> <C>
Deferred tax assets
Reserves not deductible until paid........... $ (651.9) $ (599.7) $ (708.2)
Deferred revenue............................. (28.5) (20.3) (14.0)
Net operating losses and tax credit
carryforwards............................... (266.9) (233.0) (193.7)
Basis difference due to land writedowns...... (24.4) (26.4) (99.1)
Other........................................ (79.9) (85.3) (113.7)
--------- -------- ---------
Subtotal..................................... $(1,051.6) $ (964.7) $(1,128.7)
--------- -------- ---------
Deferred tax liabilities
Depreciation and amortization................ $ 1,076.3 $1,036.9 $ 850.9
Other........................................ 398.9 384.6 281.9
--------- -------- ---------
Subtotal................................... $ 1,475.2 $1,421.5 $ 1,132.8
--------- -------- ---------
Valuation allowance............................ $ 126.1 $ 106.1 $ 208.8
--------- -------- ---------
Net deferred tax liabilities................... $ 549.7 $ 562.9 $ 212.9
========= ======== =========
</TABLE>
The Company's subsidiaries have approximately $13.0 million of alternative
minimum tax credit carryforwards that may be used indefinitely and capital
loss carryforwards of approximately $52.7 million with expiration dates
through 2002. Various subsidiaries have U.S. federal and foreign operating
loss carryforwards of approximately $514 million and state operating loss
carryforwards of approximately $601 million. Foreign operating losses of $481
million may be carried forward indefinitely; the remaining loss carryforwards
have expiration dates through the year 2012. Valuation allowances have been
established for uncertainties in realizing the benefits of tax loss and credit
carryforwards. While the Company expects to realize the deferred tax assets in
excess of the valuation allowances, changes in estimates of future taxable
income or in tax laws could alter this expectation. During 1995, the valuation
allowance increased, primarily for the uncertainty of realizing foreign
operating loss carryforwards. The valuation allowance decreased in 1996 by
approximately $20 million due primarily to the realization of capital loss
carryforwards and adjustments for certain operating loss carryforwards
previously estimated to be unrealizable. In 1997, the valuation allowance
increased approximately $102.7 million, composed of increases to allowances
due to the uncertainty of realizing alternative minimum tax credits, tax
benefits from certain asset impairment writedowns (primarily land), foreign
tax credits, and net operating loss carryforwards, partially offset by
reductions in allowances attributable primarily to foreign net operating loss
carryforwards.
The Company has concluded that its foreign business requires that the
undistributed earnings of its foreign subsidiaries be reinvested indefinitely
outside the United States. If the reinvested earnings were to be remitted, the
U.S. income taxes due under current tax law would not be material.
NOTE 5. BUSINESS ACQUISITIONS AND DIVESTITURES
In 1994, the Company and its principal subsidiaries acquired 119 businesses
for $197.2 million in cash and notes, $17.3 million of debt assumed, 73,809
shares of Company common stock and 156,124 shares of WTI common stock.
During 1995, 136 businesses were acquired for $224.3 million in cash and
notes, $77.7 million of debt assumed, and 2.2 million shares of the Company's
common stock.
In 1996, 83 businesses were acquired for $104.8 million in cash and notes,
$39.4 million of debt assumed, and 8.2 million shares of the Company's common
stock.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
During 1997, 45 businesses were acquired for $51.4 million in cash and
notes, assumed debt of $17.6 million, and 121,551 shares of the Company's
common stock.
Three of the 1995 acquisitions, which otherwise met pooling of interests
criteria, were not significant in the aggregate and, consequently, prior
period financial statements were not restated. The remaining acquisitions were
accounted for as purchases. The pro forma effect of the acquisitions made
during the four years was not material.
In January 1995, the Company acquired all of the approximately 21.4% of the
outstanding shares of CWM that it did not already own for $436.8 million of
convertible subordinated notes. See Note 6 for additional information. In July
1995, the Company acquired all of the approximately 3.1 million shares of Rust
held by the public, for $16.35 per share in cash.
During 1997, the Company divested 24 solid waste operations in North America
for a total price of $288.9 million. The largest of these transactions was the
sale of most of its Canadian operations. Its Waste Management International
plc ("WM International") subsidiary sold substantially all of its remaining
operations in France for approximately $112 million, and its business in Spain
for approximately $16.3 million, and entered into an agreement for the sale
(completed in January 1998) of its Hamm, Germany waste-to-energy plant for
approximately $137.0 million.
In June 1997, the Company announced an offer to acquire, for $15 per share
in cash, all of the approximately 53 million outstanding shares of WTI it does
not already own. The price was increased to $16.50 per share pursuant to a
definitive merger agreement subsequently negotiated with a special committee
of independent WTI directors. The terms of the agreement have been approved by
the WTI special committee and by the Boards of Directors of the Company and
WTI, but the transaction remains subject to the approval of the holders of a
majority of WTI's outstanding shares, other than those held by the Company,
voting on it at a special meeting of WTI stockholders to be held March 30,
1998. Several lawsuits have been filed which seek, among other things, to
enjoin the proposed transaction. The Company believes that it has met the
legal standards applicable to transactions of this type and intends to
vigorously defend itself in these lawsuits.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 6. DEBT
The details relating to debt (including capitalized leases, which are not
material) as of December 31, 1995, 1996 and 1997, are as follows:
<TABLE>
<CAPTION>
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Commercial Paper weighted average interest 5.7% in
1995, 5.8% in 1996 and 6.1% in 1997................ $1,119.4 $ 645.9 $ 356.3
Tailored Rate ESOP Notes, weighted average interest
4.74% in 1995 and 4.58% in 1996.................... 20.0 20.0 --
Notes and debentures, interest 6% to 8.75%, due
1998-2026.......................................... 3,583.3 4,083.3 4,133.3
Solid waste disposal revenue bonds, interest 4.15%
to 7.15%, due 1998-2013............................ 251.1 240.0 274.6
Installment loans and notes payable, interest 5.34%
to 10.6%, due 1998-2020............................ 1,197.8 1,137.1 518.9
Project debt, interest 3.95% to 10.64%, due 1998-
2018............................................... 735.6 833.8 829.0
Other long-term borrowings.......................... 31.5 30.2 20.5
Liquid Yield Option Notes, zero coupon-subordinated,
interest 9%, due 2001 ("LYONS").................... 8.9 7.4 7.4
Liquid Yield Option Notes, zero coupon-subordinated,
interest 6%, due 2012 ("Exchangeable LYONs")....... 54.0 53.4 9.5
Liquid Yield Option Notes, zero coupon-subordinated,
interest 6%, due 2010 ("CWM LYONs")................ 36.8 29.3 27.4
Subordinated Notes, interest 5.75%, due 2005
("Subordinated Notes")............................. 439.6 444.7 450.2
-------- -------- --------
Total debt.......................................... $7,478.0 $7,525.1 $6,627.1
Less--current portion............................... 1,088.0 553.5 1,548.5
-------- -------- --------
Long-term portion................................... $6,390.0 $6,971.6 $5,078.6
======== ======== ========
</TABLE>
The long-term debt as of December 31, 1997, is due as follows:
<TABLE>
<S> <C>
Second year..................................................... $ 434.7
Third year...................................................... 743.2
Fourth year..................................................... 511.3
Fifth year...................................................... 644.4
Sixth year and thereafter....................................... 2,745.0
--------
$5,078.6
========
</TABLE>
The LYONs, Exchangeable LYONs and CWM LYONs are redeemable at the option of
the holders on each June 30 until maturity, and the Exchangeable LYONs and the
CWM LYONs at the option of the Company at any time, at the issue price plus
accrued original issue discount to the date of redemption ($764.31, $429.86
and $474.09 per security, respectively, at December 31, 1997). Each LYON is
convertible into 34.88 shares of the Company's common stock at any time. The
Exchangeable LYONs and CWM LYONs are convertible as discussed below.
In the Company's acquisition in 1995 of the outstanding CWM shares it did
not already own, the CWM public stockholders received a Subordinated Note,
with a principal amount at maturity of $1,000, for every 81.1 CWM shares held,
with cash paid in lieu of issuance of fractional notes. The notes are
subordinated to all existing and future senior indebtedness of Waste
Management. Each note bears cash interest at the rate of two percent per annum
of the $1,000 principal amount at maturity, payable semi-annually. The
difference between the principal amount at maturity of $1,000 and the $717.80
stated issue price of each note represents the stated discount. At the option
of the holder, each note will be purchased for cash by Waste Management on
March 15,
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
1998, and March 15, 2000, at prices of $789.95 and $843.03, respectively.
Accrued unpaid interest to those dates will also be paid. The notes will be
callable by Waste Management on and after March 15, 2000, for cash, at the
stated issue price plus accrued stated discount and accrued but unpaid
interest through the date of redemption. In addition, each note is convertible
at any time prior to maturity into 26.078 shares of Waste Management common
stock, subject to adjustment upon the occurrence of certain events. Upon any
such conversion, Waste Management will have the option of paying cash equal to
the market value of the Waste Management shares which would otherwise be
issuable. As of December 31, 1997, there were 549,404 such notes outstanding
with a maturity value amounting to $549.4 million.
In connection with the Company's 1995 acquisition of the publicly held CWM
shares, CWM LYONs and Exchangeable LYONs which had been convertible into or
exchangeable for CWM shares became convertible into the number of notes
discussed in the preceding paragraph to which the holders would have been
entitled had they converted or exchanged the LYONs immediately prior to the
merger approval. As of December 31, 1997, the CWM LYONs and Exchangeable LYONs
were convertible or exchangeable into 8,332 and 4,695 Subordinated Notes,
respectively. Such Subordinated Notes in turn would be convertible into a
total of 339,718 shares of the Company's common stock.
The securities described above and certain of the Company's other debt
instruments are redeemable at the option of the holders prior to maturity and,
accordingly, those which may be redeemed in 1998 are classified as current in
the accompanying financial statements at December 31, 1997. In prior years,
such borrowings were classified as long-term because the Company had committed
credit facilities in place to refinance them.
The Company has in place committed standby trade receivables sale and
revolving credit facilities totaling $800 million with a group of six banks
led by Chase Manhattan Bank (the "Lenders") for general corporate purposes and
to support the Company's commercial paper program. The Lenders are committed
to fund up to $550 million, if requested by the Company, by purchasing
eligible receivables. Additionally, the Company has a $250 million unsecured
revolving credit agreement with the Lenders. Both facilities were put in place
in December 1997 and expire June 30, 1998. The facilities provide for
commitment fees ranging from 18.75 to 37.5 basis points per annum and interest
rates tied to prime or LIBOR plus a margin. Under the terms of the revolving
credit agreement as amended, the Company is required to maintain net worth of
$1.0 billion and consolidated debt (as defined in the agreement) not to exceed
3.5 times earnings (as defined in the agreement) before interest, taxes,
depreciation and amortization for the preceding four calendar quarters. As of
December 31, 1997, the Company was in compliance with such restrictions. The
Company had not obtained any funds under either facility as of February 24,
1998.
NOTE 7. DERIVATIVE FINANCIAL INSTRUMENTS
From time to time, the Company and certain of its subsidiaries use
derivatives to manage interest rate, currency, commodity (fuel) and equity
price risk. The Company's policy is to use derivatives for risk management
purposes only, and it does not enter into such contracts for trading purposes.
The Company enters into derivatives only with counterparties which are
financial institutions having credit ratings of at least A- or A3, to minimize
credit risk. The amount of derivatives outstanding at any one point in time
and gains or losses from their use have not been and are not expected to be
material to the Company's financial statements.
Instruments used as hedges must be effective at managing risk associated
with the exposure being hedged and must be designated as a hedge at the
inception of the contract. Accordingly, changes in market values of hedge
instruments must have a high degree of inverse correlation with changes in
market values or cash flows of underlying hedged items. Derivatives that meet
the hedge criteria are accounted for under the deferral or accrual method,
except for currency agreements as discussed below. If a derivative does not
meet or ceases to meet the aforementioned criteria, or if the designated
hedged item ceases to exist, then the Company subsequently uses
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
fair value accounting for the derivative, with gains or losses included in
sundry income. If a derivative is terminated early, any gain or loss,
including amounts previously deferred, is deferred and amortized over the
remaining life of the terminated contract or until the anticipated transaction
occurs.
Interest Rate Agreements. Certain of the Company's subsidiaries have entered
into interest rate swap agreements to balance fixed and floating rate debt in
accordance with management's criteria. The agreements are contracts to
exchange fixed and floating interest rate payments periodically over a
specified term without the exchange of the underlying notional amounts. The
agreements provide only for the exchange of interest on the notional amounts
at the stated rates, with no multipliers or leverage. Differences paid or
received are accrued in the financial statements as a part of interest expense
on the underlying debt over the life of the agreements and the swap is not
recorded on the balance sheet or marked to market. As of December 31, 1997,
interest rate agreements in notional amounts and with terms as set forth in
the following table were outstanding:
<TABLE>
<CAPTION>
NOTIONAL DURATION OF
CURRENCY AMOUNT RECEIVE PAY AGREEMENTS
-------- ----------- -------- ----- ---------------
<S> <C> <C> <C> <C>
Hong Kong Dollar..................... 100 million Floating Fixed Jan '96-Jul '98
Italian Lira......................... 98 billion Floating Fixed Mar '96-Mar '99
German Deutschemark.................. 150 million Floating Fixed Mar '96-Jan '00
Dutch Guilder........................ 115 million Floating Fixed Nov '96-Jan '00
U. S. Dollar......................... 24 million Floating Fixed Apr '97-Dec '12
</TABLE>
Currency Agreements. From time to time, the Company and certain of its
subsidiaries use foreign currency derivatives to seek to mitigate the impact
of translation on foreign earnings and income from foreign investees.
Typically these have taken the form of purchased put options or collars. The
Company receives or pays, based on the notional amount of the option, the
difference between the average exchange rate of the hedged currency against
the base currency and the average (strike price) contained in the option.
Complex instruments involving multipliers or leverage are not used. Although
the purpose for using such derivatives is to mitigate currency risk, they do
not qualify for hedge accounting under generally accepted accounting
principles and accordingly, must be adjusted to market value at the end of
each accounting period with gains or losses included in sundry income. There
were no currency derivatives of this type outstanding at December 31, 1997.
The Company sometimes also uses foreign currency forward contracts to hedge
committed transactions when the terms of such a transaction are known and
there is a high probability that the transaction will occur. At December 31,
1997, a subsidiary had sold Italian Lira forward for delivery in 1998 to hedge
foreign exchange exposure on a specific transaction. The amount was not
material to the consolidated financial statements, and any gain or loss will
be included in the measurement of the identified transaction.
Commodity Agreements. The Company utilizes derivatives to seek to mitigate
the impact of fluctuations in the price of fuel used by its vehicles.
Quantities hedged do not exceed anticipated fuel purchases in any period.
Gains or losses are recognized in operating expenses, as cost of fuel
purchases, when paid or received. The primary instruments used are collars,
swaps and swaptions. Collars consist of the purchase of call options along
with a corresponding sale of put options at a lower price, with the effect of
establishing a "cap" and a "floor" with respect to the price of specified
quantities of fuel. A swap is an agreement with a counterparty whereby the
Company pays a fixed price and receives a floating price for specified
quantities during a given period. In a swaption, the Company is paid a premium
by the counterparty for the right, but not the obligation, at the end of the
option period (usually 90 to 180 days) to enter into a swap with respect to a
specified quantity in a given period in the future. The following table
summarizes the Company's position in crude oil derivatives at December 31,
1997:
<TABLE>
<CAPTION>
CONTRACT
TYPE QUANTITY PERIOD
---- ---------------- --------
<S> <C> <C>
Collars......................................... 1.2 million bbls 1998
Collars......................................... 2.0 million bbls 1999
Collars......................................... 1.0 million bbls 2000
Swaps........................................... 0.5 million bbls 2000
Swaptions (exercisable in 1998)................. 0.5 million bbls 2000
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Equity Investments. The Company occasionally acquires common stock that it
needs to hold for a period of time. To mitigate its exposure to fluctuations
in the market price of such investments during the holding period, the Company
sometimes enters into hedging arrangements consisting of put options or
collars. Changes in the intrinsic value of such instruments are recorded in
stockholders' equity if the underlying stock is classified as "available for
sale" and in sundry income if it is classified as "trading." The offsetting
change in the value of the derivative is included in short term investments on
the balance sheet. At December 31, 1997, the Company had outstanding a collar,
which expired in 1998, on an investment in a publicly traded equity security.
The market price of the security was in excess of the cap value of the collar
at both December 31 and upon expiration, and accordingly, the Company
delivered the shares in exchange for the cap price, with no gain or loss
recognized in 1998.
See Note 10 for a discussion of the Company's sale of put options in
connection with its authorized stock repurchase program.
NOTE 8. ENVIRONMENTAL COSTS AND LIABILITIES
The continuing business in which the Company is engaged is intrinsically
connected with the protection of the environment. As such, a significant
portion of the Company's operating costs and capital expenditures could be
characterized as costs of environmental protection. Such costs may increase in
the future as a result of legislation or regulation, however, the Company
believes that in general it tends to benefit when environmental regulation
increases, which may increase the demand for its services, and that it has the
resources and experience to manage environmental risk.
As part of its ongoing operations, the Company provides for estimated
closure and post-closure monitoring costs over the estimated operating life of
disposal sites as airspace is consumed. Such costs for U.S. landfills are
estimated based on the technical requirements of the Subtitle C and D
regulations of the U.S. Environmental Protection Agency or the applicable
state requirements, whichever are stricter, and include such items as final
cap and cover on the site, methane gas and leachate management, and
groundwater monitoring. Such costs for foreign landfills are estimated based
on compliance with local laws, regulations and customs.
The Company has also established procedures to evaluate its potential
remedial liabilities at closed sites which it owns or operated, or to which it
transported waste, including 89 sites listed on the NPL. The majority of
situations involving NPL sites relate to allegations that subsidiaries of the
Company (or their predecessors) transported waste to the facilities in
question, often prior to the acquisition of such subsidiaries by the Company.
The Company routinely reviews and evaluates sites requiring remediation,
including NPL sites, giving consideration to the nature (e.g., owner,
operator, transporter, or generator), and the extent (e.g., amount and nature
of waste hauled to the location, number of years of site operation by the
Company, or other relevant factors) of the Company's alleged connection with
the site, the accuracy and strength of evidence connecting the Company to the
location, the number, connection and financial ability of other named and
unnamed potentially responsible parties ("PRPs"), and the nature and estimated
cost of the likely remedy. Cost estimates are based on management's judgment
and experience in remediating such sites for the Company as well as for
unrelated parties, information available from regulatory agencies as to costs
of remediation, and the number, financial resources and relative degree of
responsibility of other PRPs who are jointly and severally liable for
remediation of a specific site, as well as the typical allocation of costs
among PRPs. These estimates are sometimes a range of possible outcomes. In
such cases, the Company provides for the amount within the range which
constitutes its best estimate. If no amount within the range appears to be a
better estimate than any other amount, then the Company provides for the
minimum amount within the range in accordance with FAS No. 5. The Company
believes that it is "reasonably possible," as that term is defined in FAS No.
5 ("more than remote but less than likely"), that its potential liability, at
the high end of such ranges, would be approximately $201.9 million higher
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
on a discounted basis in the aggregate than the estimate that has been
recorded in the financial statements as of December 31, 1997.
Estimates of the extent of the Company's degree of responsibility for
remediation of a particular site and the method and ultimate cost of
remediation require a number of assumptions and are inherently difficult, and
the ultimate outcome may differ from current estimates. However, the Company
believes that its extensive experience in the environmental services business,
as well as its involvement with a large number of sites, provides a reasonable
basis for estimating its aggregate liability. As additional information
becomes available, estimates are adjusted as necessary. While the Company does
not anticipate that any such adjustment would be material to its financial
statements, it is reasonably possible that technological, regulatory or
enforcement developments, the results of environmental studies, the existence
and ability of other potentially responsible third parties to contribute to
the settlements of such liabilities, or other factors could necessitate the
recording of additional liabilities which could be material.
Where the Company believes that both the amount of a particular
environmental liability and the timing of the payments are reliably
determinable, the cost in current dollars is inflated at 3% until expected
time of payment and then discounted to present value at 6% (7% at December 31,
1995 and 1996). The portion of the Company's recorded environmental
liabilities that is not inflated or discounted was $440.9 million, $358.5
million and $344.7 million at December 31, 1995, 1996 and 1997, respectively.
Had the Company not discounted any portion of its liability, the amount
recorded would have been increased by approximately $368 million at December
31, 1997.
As of December 31, the Company's liabilities for closure, post-closure
monitoring and environmental remediation costs were as follows:
<TABLE>
<CAPTION>
1995 1996 1997
-------- -------- --------
<S> <C> <C> <C>
Current portion, included in accrued expenses....... $ 140.3 $ 123.9 $ 127.2
Non-current portion................................. 750.7 673.5 840.4
-------- -------- --------
Total recorded.................................... $ 891.0 $ 797.4 $ 967.6
Amount to be provided over remaining life of active
sites, including discount of $332 million in 1995,
$305 million in 1996 and $368 million in 1997
related to recorded amounts........................ 2,817.2 2,666.4 1,919.9
-------- -------- --------
Expected aggregate undiscounted environmental
liabilities........................................ $3,708.2 $3,463.8 $2,887.5
======== ======== ========
</TABLE>
The decline between 1996 and 1997 in the expected aggregate undiscounted
amount is primarily due to a reduction in estimated airspace (see Note 3),
which correspondingly reduces closure and post-closure costs.
Anticipated payments of environmental liabilities at December 31, 1997, are
as follows:
<TABLE>
<S> <C>
1998............................................................. $ 127.2
1999............................................................. 153.5
2000............................................................. 121.7
2001............................................................. 115.0
2002............................................................. 91.3
Thereafter....................................................... 2,278.8
--------
Total.......................................................... $2,887.5
========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In addition to the amounts above, at certain sites the Company has perpetual
care obligations aggregating $657,000 per year beginning in 2027.
From time to time, the Company and certain of its subsidiaries are named as
defendants in personal injury and property damage lawsuits, including
purported class actions, on the basis of a Company subsidiary's having owned,
operated or transported waste to a disposal facility which is alleged to have
contaminated the environment or, in certain cases, conducted environmental
remediation activities at such sites. While the Company believes it has
meritorious defenses to these lawsuits, their ultimate resolution is often
substantially uncertain due to a number of factors, and it is possible such
matters could have a material adverse impact on the Company's earnings for one
or more quarters or years.
The Company has filed suit against numerous insurance carriers seeking
reimbursement for past and future remedial, defense and tort claim costs at a
number of sites. Carriers involved in these matters have typically denied
coverage and are defending against the Company's claims. While the Company is
vigorously pursuing such claims, it regularly considers settlement
opportunities when appropriate terms are offered. Settlements to date ($50.1
million in 1994, $38.2 million in 1995, $60.3 million in 1996, and $94.3
million in 1997) have been included in operating expenses as an offset to
environmental expenses.
NOTE 9. STOCK OPTIONS
The Company has two stock option plans currently in effect under which
future grants may be issued: the 1997 Waste Management, Inc. Equity Incentive
Plan (the "1997 Plan") and the 1992 Stock Option Plan for Non-Employee
Directors (the "Directors' Plan"). The plans provide for accelerated vesting
upon a "change in control" of the Company as defined in the plans.
Options granted under the 1997 Plan are generally exercisable in three equal
cumulative installments beginning one year after the date of grant. Options
granted under the Directors' Plan become exercisable in five equal annual
installments beginning six months after the date of grant.
Under the 1997 Plan, non-qualified stock options may be granted at a price
not less than 100% of the market value on the date of grant, for a term of not
more than ten years. Twenty-three million shares of the Company's common stock
were initially reserved for issuance under this plan.
Pursuant to the Directors' Plan, 150,000 shares of the Company's common
stock were initially reserved. Options for a total of 15,000 shares are to be
granted, in five equal annual installments commencing with election to the
Board, to each person who is not an officer or full-time employee of the
Company or any of its subsidiaries.
As part of the acquisitions of the CWM and Rust shares not previously owned
by the Company, as discussed in Note 5, outstanding CWM stock options were
converted into options to acquire approximately 2,873,000 Company shares at a
weighted-average price of $34.90 per share and outstanding Rust stock options
were converted into options to acquire approximately 1,976,000 Company shares
at a weighted-average price of $30.26 per share.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The status of the plans, including predecessor plans, replacement plans and
similar plans for employees generally (together "Prior Plans") under which
options remain outstanding, during the four years ended December 31, 1997, was
as follows (shares in thousands):
<TABLE>
<CAPTION>
1994 1995 1996 1997
---------------- ---------------- ---------------- ----------------
WEIGHTED- WEIGHTED- WEIGHTED- WEIGHTED-
AVERAGE AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE SHARES PRICE
------ --------- ------ --------- ------ --------- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Outstanding at beginning
of year................ 11,682 $33.63 13,811 $32.24 19,629 $32.04 20,170 $32.33
Granted................. 3,729 26.49 3,117 27.29 4,106 31.90 6,203 31.19
Exercised............... 462 17.77 721 20.47 2,614 25.96 1,138 26.61
Canceled:
Prior plans............ 1,138 33.54 1,427 32.76 1,466 33.63 1,176 36.88
Current plans.......... -- -- -- -- -- -- 2,061 33.01
Additional shares
available for future
grant.................. 6,000 -- -- -- 515 -- 23,000 --
Converted CWM, Rust and
other stock options.... -- -- 4,849 33.01 515 18.07 -- --
Shares no longer
available for future
grant.................. -- -- 2,914 -- -- -- -- --
Outstanding at end of
year................... 13,811 32.24 19,629 32.04 20,170 32.33 21,998 31.99
Options exercisable at
end of year............ 7,210 33.77 9,860 33.57 12,577 33.87 15,055 32.78
Options available for
future grant........... 15,290 -- 4,726 -- 1,044 -- 18,789 --
Weighted average fair
value of options
granted (disclosure not
applicable for 1994) .. -- N/A -- $ 9.60 -- $10.53 -- $10.23
</TABLE>
The following table summarizes information about stock options outstanding
as of December 31, 1997 (shares in thousands):
<TABLE>
<CAPTION>
OPTIONS
OPTIONS OUTSTANDING EXERCISABLE
---------------------------- ----------------
WEIGHTED-
AVERAGE WEIGHTED- WEIGHTED-
REMAINING AVERAGE AVERAGE
CONTRACTUAL EXERCISE EXERCISE
RANGE OF EXERCISE PRICES SHARES LIFE PRICE SHARES PRICE
- ------------------------ ------ ----------- --------- ------ ---------
<S> <C> <C> <C> <C> <C>
$15.71-$17.16.................... 78 5.2 years $16.18 75 $16.19
21.39- 29.87.................... 5,990 6.0 years 26.74 4,940 26.65
30.05- 39.27.................... 13,950 6.6 years 32.51 8,061 33.72
$40.10-$61.03.................... 1,980 3.2 years 44.90 1,979 44.89
------ ------
21,998 6.1 years $31.99 15,055 $32.78
====== ======
</TABLE>
As permitted by FAS No. 123, "Accounting for Stock-Based Compensation," the
Company has elected to continue to account for its employee stock option plans
under Accounting Principles Board Opinion No. 25. Accordingly, no compensation
cost has been recognized for grants of stock options. Had compensation cost
been determined under FAS No. 123, the Company's net income and income per
share would have been as follows:
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ---------
<S> <C> <C> <C>
Net income (loss)-
As reported........................................ $340.1 $(39.3) $(1,176.1)
Proforma........................................... 336.1 (50.4) (1,194.3)
Basic income (loss) per share-
As reported........................................ $ 0.70 $(0.08) $ (2.52)
Proforma........................................... 0.69 (0.10) (2.57)
Diluted income (loss) per share-
As reported........................................ $ 0.70 $(0.08) $ (2.52)
Proforma........................................... 0.69 (0.10) (2.57)
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Because FAS No. 123 has not been applied to options granted prior to January
1, 1995, this proforma disclosure may not be indicative of future results.
The fair value of options granted is estimated at the date of grant using an
option pricing model substantially equivalent to the Black-Scholes model with
the following assumptions:
<TABLE>
<CAPTION>
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Risk-free interest rate.................................... 7.19% 6.25% 6.71%
Dividend yield............................................. 2% 2% 2%
Expected volatility........................................ 25.17% 25.17% 25.17%
Expected life in years..................................... 7 7 7
</TABLE>
Commencing in 1996, the Company also made grants of restricted stock.
Compensation expense for grants of restricted shares is recognized ratably
over the vesting period (generally five to ten years) and amounted to $0.1
million and $2.4 million in 1996 and 1997, respectively. Unamortized
compensation expense related to grants of restricted stock was $11.1 million
at December 31, 1997.
NOTE 10. CAPITAL STOCK
The Board of Directors has the authority to create and issue up to 50
million shares of $1 par preferred stock at such time or times, in such series
with such designations, preferences and relative participating, optional or
other special rights and qualifications, limitations or restrictions thereof
as it may determine. No shares of the preferred stock have been issued.
The Boards of Directors of Waste Management and WTI have authorized their
respective companies to repurchase shares of their own common stock (up to 50
million shares in the case of Waste Management and 30 million shares in the
case WTI) in the open market, in privately negotiated transactions, or through
issuer tender offers. Both authorizations replaced prior common stock
repurchase authorizations. Waste Management repurchased 30 million shares
through a "Dutch auction" tender offer in the second quarter but has not
repurchased any other shares in 1997 and does not expect to conduct any
repurchases in 1998. WTI repurchased 5.1 million shares in the first six
months of 1997 but suspended its repurchase activity following the Waste
Management offer to acquire its remaining public shares.
During 1994 through 1996, the Company sold put options on 42.3 million
shares of its common stock. The put options gave the holders the right at
maturity to require the Company to repurchase shares of its common stock at
specified prices. Proceeds from the sale of put options were credited to
additional paid-in capital. The amount the Company would be obligated to pay
to repurchase shares of its common stock if all outstanding put options were
exercised was reclassified to a temporary equity account. In the event the
options were exercised, the Company had the right to pay the holder in cash
the difference between the strike price and the market price of the Company's
shares, in lieu of repurchasing the stock.
Options on 32.5 million shares expired unexercised, as the price of the
Company's stock was in excess of the strike price at maturity. The Company
repurchased 3.1 million shares of stock at a cost of $107.5 million, and 6.7
million options were settled for cash of $13.6 million. There were no put
options outstanding at December 31, 1997.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 11. EARNINGS PER SHARE
In February 1997, the FASB issued FAS No. 128, "Earnings Per Share" ("EPS"),
which supersedes Accounting Principles Board Opinion No. 15. Primary EPS is
replaced by Basic EPS, which is computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Fully diluted EPS is replaced by Diluted EPS
which gives effect to all dilutive potential common shares. The Company was
required to adopt FAS No. 128 in the fourth quarter of 1997. All prior periods
presented have been restated.
Basic and Diluted (1997 diluted computations not shown as all potentially
issuable common shares are antidilutive) EPS from continuing operations are
computed as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997
------ ------ ------ ---------
<S> <C> <C> <C> <C>
Basic EPS
Income from continuing operations as
reported.................................... $601.5 $419.9 $224.0 $(1,269.3)
Average common shares outstanding............ 483.7 485.3 489.2 466.6
------ ------ ------ ---------
Basic EPS from continuing operations......... $ 1.24 $ 0.86 $ 0.46 $ (2.72)
====== ====== ====== =========
Diluted EPS
Income from continuing operations as
reported.................................... $601.5 $419.9 $224.0
After tax interest on Subordinated Notes and
LYONs....................................... 0.6 9.1 --
------ ------ ------
Adjusted income from continuing operations... $602.1 $429.0 $224.0
------ ------ ------
Average common shares outstanding.............. 483.7 485.3 489.2
Add effect of dilutive securities-
Stock options, unvested restricted stock and
put options................................. 0.4 0.6 0.8
Subordinated Notes........................... -- 14.4 --
LYONs........................................ 0.7 -- --
------ ------ ------
Adjusted average shares.................... 484.8 500.3 490.0
------ ------ ------
Diluted EPS from continuing operations......... $ 1.24 $ 0.86 $ 0.46 $ (2.72)
====== ====== ====== =========
</TABLE>
Common shares potentially issuable upon conversion of CWM LYONs and
Exchangeable LYONs and exercise of stock options with exercise prices greater
than the average price of the Company's stock were not included in the
calculation of Diluted EPS in any year, nor were shares potentially issuable
with respect to Subordinated Notes or LYONs in 1996, because their effect is
antidilutive. In 1997 the Company had a loss from continuing operations and,
accordingly, no adjustment is made to Basic EPS because all potentially
issuable common shares would be antidilutive. At December 31, 1997, there were
37.4 million common shares potentially issuable with respect to stock options,
restricted shares and convertible debt, which could dilute Basic EPS in the
future. During 1997, the Company issued 1.2 million shares upon exercise of
stock options and conversion of debt.
NOTE 12. COMMITMENTS AND CONTINGENCIES
The Company leases many of its operating and office facilities for various
terms. Rents charged to costs and expenses in the Consolidated Statements of
Income amounted to $177.2 million in 1994, $170.3 million in 1995, $164.5
million in 1996 and $159.7 million in 1997. These amounts include rents under
long-term leases, short-term cancelable leases and rents charged as a
percentage of revenue, but are exclusive of financing leases capitalized for
accounting purposes.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The long-term rental obligations as of December 31, 1997, are due as
follows:
<TABLE>
<S> <C>
First year...................................................... $ 140.4
Second year..................................................... 130.1
Third year...................................................... 121.8
Fourth year..................................................... 111.3
Fifth year...................................................... 100.5
Sixth through tenth years....................................... 438.5
Eleventh year and thereafter.................................... 125.7
--------
$1,168.3
========
</TABLE>
The Company's insurance program includes coverage for pollution liability
resulting from "sudden and accidental" releases of contaminants and
pollutants. Management believes that the coverage terms, available limits of
liability, and costs currently offered by the insurance market do not
represent sufficient value to warrant the purchase of "non-sudden and
accidental" pollution liability insurance coverage. As such, the Company has
chosen not to purchase risk transfer "non-sudden and accidental" pollution
liability insurance coverage. To satisfy existing government requirements, the
Company has secured non-risk-transfer pollution liability insurance coverage
in amounts believed to be in compliance with federal and state law
requirements for "non-sudden and accidental" pollution. The Company must
reimburse the insurer for losses incurred and covered by this insurance
policy. In the event the Company continues not to purchase risk transfer "non-
sudden and accidental" pollution liability insurance coverage, net income
could be adversely affected in the future if "non-sudden and accidental"
pollution losses should occur.
The Company has issued or is a party to approximately 3,370 bank letters of
credit, performance bonds and other guarantees. Such financial instruments
(averaging approximately $669,000 each), including those provided for
affiliates and not otherwise recorded, are given in the ordinary course of
business. A substantial portion of these performance bonds are issued by a
wholly-owned insurance company subsidiary, the sole business of which is to
issue such bonds to customers of the Company and its subsidiaries.
Approximately $277.7 million (at fair market value) of Company assets have
been contributed to this subsidiary to meet regulatory minimum capital
requirements. Because virtually no claims have been made against these
financial instruments in the past, management does not expect these
instruments will have a material adverse effect on the consolidated financial
position or results of operations of the Company.
During the first quarter of 1995, WM International received an assessment
from the Swedish Tax Authority of approximately 417 million Krona
(approximately $53 million) plus interest from the date of the assessment,
relating to a transaction completed in 1990. WM International believes that
all appropriate tax returns and disclosures were properly filed at the time of
the transaction and intends to vigorously contest the assessment.
A Company subsidiary has been involved in litigation challenging a municipal
zoning ordinance which restricted the height of its New Milford, Connecticut,
landfill to a level below that allowed by the permit previously issued by the
Connecticut Department of Environmental Protection ("DEP"). Although a lower
Court had declared the zoning ordinance's height limitation unconstitutional,
during 1995 the Connecticut Supreme Court reversed this ruling and remanded
the case for further proceedings in the Superior Court. In November 1995, the
Superior Court ordered the subsidiary to apply for all governmental permits
needed to remove all waste above the height allowed by the zoning ordinance,
and the Connecticut Supreme Court has upheld that ruling. The Company is
complying with the order of the Superior Court while also seeking an
alternative resolution to this matter. The Company is unable to predict the
outcome of this matter at this time. Depending upon the nature of any plan
eventually approved by applicable regulatory authorities for removing the
waste, the actual volume of waste to be moved, and other currently
unforseeable factors, the subsidiary could incur costs which would have a
material adverse impact on the Company's results of operations in one or more
future periods.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
In May 1994, the U.S. Supreme Court ruled that state and local governments
may not constitutionally restrict the free movement of trash in interstate
commerce through the use of regulatory flow control laws. Such laws typically
involve a local government specifying a jurisdictional disposal site for all
solid waste generated within its borders. Since the ruling, several decisions
of state or federal courts have invalidated regulatory flow control schemes in
a number of jurisdictions. Other judicial decisions have upheld non-regulatory
means by which municipalities may effectively control the flow of municipal
solid waste. In addition, federal legislation has been proposed, but not yet
enacted, to effectively grandfather existing flow control mandates. There can
be no assurance that such alternatives to regulatory flow control will in
every case be found to be lawful or that such legislation will be enacted into
law.
The Supreme Court's 1994 ruling and subsequent court decisions have not to
date had a material adverse affect on any of the Company's operations. In the
event that legislation to effectively grandfather existing flow control
mandates is not adopted, the Company believes that affected municipalities
will endeavor to implement alternative lawful means to continue controlling
the flow of waste. However, given the uncertainty surrounding the matter, it
is not possible to predict what impact, if any, it may have in the future on
the Company's disposal facilities, particularly WTI's trash-to-energy
facilities.
WTI's Gloucester County, New Jersey, facility has historically relied on a
disposal franchise for substantially all of its supply of municipal solid
waste. On May 1, 1997, the Third Circuit Court of Appeals ("Third Circuit")
permanently enjoined the State of New Jersey from enforcing its franchise
system as a form of unconstitutional solid waste flow control, but stayed the
injunction for so long as any appeals were pending. On November 10, 1997, the
U.S. Supreme Court announced its decision not to review the Third Circuit
decision, thereby ending the stay and, arguably, the facility's disposal
franchise. The State had continued to enforce flow control during the stay
period. In light of the current circumstances, the facility has lowered its
prices and solicited new customers. Under the reimbursement agreement between
the project company that owns the Gloucester facility and the bank that
provides credit support to the project, the termination of the waste franchise
constitutes an event of default. WTI and the credit support bank are presently
disputing the consequences of these developments.
The New Jersey legislature has been considering various alternative
solutions, including a bill that provides for the payment and recovery of
bonded indebtedness incurred by counties, public authorities and certain
qualified private vendors in reliance on the State's franchise system. WTI
currently believes that, through either legislative action or a project
recapitalization, the Gloucester project can be restructured to operate, in
the absence of regulatory flow control, at a level of profitability which will
not result in a material adverse impact on consolidated results.
Within the next several years, the air pollution control systems at certain
trash-to-energy facilities owned or leased by WTI will be required to be
modified to comply with more stringent air pollution control standards adopted
by the United States Environmental Protection Agency in December 1995 for
municipal waste combusters. The compliance dates will vary by facility, but
all affected facilities will be required to be in compliance with the new
rules by the end of the year 2000. Currently available technologies will be
adequate to meet the new standards. The total capital expenditures required
for such modifications are estimated to be in the $180-$220 million range. The
impacted facilities long-term waste supply agreements generally require that
customers pay, based on tonnage delivered, their proportionate share of
incremental capital, financing, and operating costs resulting from changes in
environmental regulations. Customer shares of capital and financing costs are
typically recovered over the remaining life of the waste supply agreements.
Pro rata operating costs are recovered in the period incurred. The Company
currently expects to recover approximately two-thirds of the incremental
expenditures incurred to comply with these stricter air emission standards.
As the states and the U.S. Congress have accelerated their consideration of
ways in which economic efficiencies can be gained by deregulating the electric
generation industry, some have argued that over-market
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
power sales agreements entered into pursuant to the Public Utilities
Regulatory Policies Act of 1978 ("PURPA") should be voidable as "stranded
assets." WTI's power production facilities are qualifying facilities under
PURPA and depend on the sanctity of their power sales agreements for their
economic viability. WTI believes that federal law offers strong protections to
its PURPA contracts, and recent state and federal agency and court decisions
have unanimously upheld the inviolate nature of these contracts. While there
is a risk that future utility restructurings, court decisions or legislative
or administrative action in this area could have an adverse effect on its
business, the Company currently believes such risk is remote.
In the ordinary course of conducting its business, the Company becomes
involved in lawsuits, administrative proceedings and governmental
investigations, including antitrust and environmental matters and commercial
disputes. Some of these proceedings may result in fines, penalties or
judgments being assessed against the Company which, from time to time, may
have an impact on earnings for a particular quarter or year. The Company
believes it has adequately provided for such matters in its financial
statements and does not believe that their outcome, individually or in the
aggregate, will have a material adverse impact on its financial condition or
results of operations.
Several purported class action lawsuits and one purported derivative lawsuit
seeking injunctive relief and unspecified money damages were filed in the
Chancery Court in and for New Castle County, Delaware against the Company,
WTI, and individual directors of WTI in connection with the June 20, 1997
proposal by the Company to acquire all of the shares of WTI common stock which
the Company does not own. The Company has agreed to a merger in whch WTI's
stockholders would receive $16.50 in cash per share of WTI's common stock. The
lawsuits allege, among other things, that the defendants have breached
fiduciary duties to WTI's minority stockholders because the merger
consideration contemplated by the proposal was inadequate and unfair. In
addition, the purported derivative lawsuit alleges that the proposal was part
of a plan to misappropriate WTI's corporate opportunity to repurchase its own
shares. The Company believes that its actions and those of WTI and its Board
of Directors in connection with the proposal have been in accordance with
Delaware law. Accordingly, the Company intends to contest these lawsuits
vigorously.
In November and December 1997, several alleged purchasers of the Company's
stock brought purported class action lawsuits against the Company and several
of its current and former officers in the United States District Court for the
Northern District of Illinois. Each of the lawsuits asserts that the
defendants violated the federal securities laws by issuing allegedly false and
misleading statements in 1996 and 1997 about the Company's financial condition
and results of operations. Among other things, the plaintiffs allege that the
Company employed accounting practices that were improper and that caused its
publicly-filed financial statements to be materially false and misleading. The
lawsuits demand, among other relief, unspecified monetary damages, attorneys'
fees, and the costs of conducting the litigation. The Company intends to
defend itself vigorously in this litigation. In January 1998, the fourteen
purported class actions were consolidated before one judge in the Northern
District of Illinois. Plaintiffs have until May 1998 to file a consolidated
amended complaint. It is not possible at this time to predict the impact this
litigation may have on the Company, although it is reasonably possible that
the outcome may have a materially adverse impact on its financial condition or
results of operations in one or more future periods. No provision has been
made in the Consolidated Financial Statements for future costs or liabilities,
if any, associated with this litigation.
The Company is also aware that the Securities and Exchange Commission has
commenced a formal investigation with respect to the Company's previously
filed financial statements and related accounting policies, procedures and
system of internal controls. The Company intends to cooperate with such
investigation. The Company is unable to predict the outcome or impact of this
investigation at this time.
A lawsuit by an alleged Company stockholder purporting to represent a class
of the Company's stockholders has been filed in the Chancery Court in and for
New Castle County, Delaware (although the Company has not yet been served)
against the Company and the members of its Board of Directors alleging
breaches of fiduciary duty by the defendants in connection with the Merger.
The lawsuit seeks, among other things, to have the
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
transaction enjoined and to recover unspecified damages. The Company believes
the suit to be without merit and intends to contest it vigorously.
NOTE 13. BENEFIT PLANS
The Company has a qualified defined benefit pension plan for all eligible
non-union domestic employees of Waste Management, CWM and Waste Management of
North America, Inc. ("WMNA"). The benefits are based on the employee's years
of service and compensation during the highest five consecutive years out of
the last ten years of employment. The Company's funding policy is to
contribute annually an amount determined in consultation with its actuaries,
approximately equal to pension expense, except as may be limited by the
requirements of the Employee Retirement Income Security Act. An actuarial
valuation report is prepared for the plan as of September 30 each year and
used, as permitted by FAS No. 87, for the year-end disclosures.
Net periodic pension expense for 1994 through 1997, based on discount rates
of 8.5%, 8.5%, 7.75% and 7.75%, respectively, included the following
components:
<TABLE>
<CAPTION>
1994 1995 1996 1997
------ ------ ------ ------
<S> <C> <C> <C> <C>
Service cost-benefits earned during the year.... $ 11.1 $ 11.8 $ 14.0 $ 15.0
Interest cost on projected benefit obligation... 11.5 13.2 14.4 17.1
Expected return on plan assets.................. (12.3) (13.2) (13.8) (17.1)
Net amortization and deferral................... (1.3) -- 1.8 2.8
------ ------ ------ ------
Net periodic pension expense.................. $ 9.0 $ 11.8 $ 16.4 $ 17.8
====== ====== ====== ======
</TABLE>
Assumptions used to determine the plan's funded status and pension expense
for the following year were as follows:
<TABLE>
<CAPTION>
1995 1996 1997
---- ---- ----
<S> <C> <C> <C>
Discount rate................................................. 7.75% 7.75% 7.25%
Rate of increase in compensation.............................. 4.0% 3.5% 3.5%
Long-term rate of return on plan assets....................... 9.0% 9.0% 9.0%
</TABLE>
The following table sets forth the plan's funded status and the amount
recognized in the Company's Consolidated Balance Sheets at December 31, 1995,
1996 and 1997, for its pension plan:
<TABLE>
<CAPTION>
1995 1996 1997
------- ------- -------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligations, including vested
benefits of $152.0 million, $182.5 million and
$231.0 million at December 31, 1995, 1996 and
1997, respectively............................... $(167.3) $(199.5) $(248.9)
======= ======= =======
Projected benefit obligations..................... $(191.1) $(223.7) $(284.8)
Plan assets at fair value, primarily common stocks,
bonds and real estate.............................. 149.1 193.7 264.9
------- ------- -------
Plan assets less than projected benefit obligation.. $ (42.0) $ (30.0) $ (19.9)
Unrecognized net loss............................... 47.8 52.6 55.2
Unrecognized overfunding at date of adoption
(January 1, 1985) of FAS No. 87, net of
amortization, being recognized over 15 years....... (6.4) (4.9) (3.3)
Adjustment to recognize minimum liability........... (17.6) (23.5) --
------- ------- -------
Prepaid pension cost (pension liability) included in
the Consolidated Balance Sheets.................... $ (18.2) $ (5.8) $ 32.0
======= ======= =======
</TABLE>
The Company also has a non-qualified Supplemental Executive Retirement Plan
for certain officers of Waste Management, CWM and WMNA, and an ERISA Excess
Plan for non-officer managers of those companies who's eligible compensation
exceeds the ERISA limit (collectively, the "SERP"). The SERP, which is
unfunded, provides eligible executives with defined pension benefits outside
the qualified Waste Management, Inc. Retirement Plan, based on average
earnings and years of service. The SERP is valued each year (at
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
September 30) by the Company's independent actuaries, using the same
assumptions as used for the qualified plan. The following table sets forth
information relating to the SERP:
<TABLE>
<CAPTION>
1995 1996 1997
------ ------ ------
<S> <C> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation including vested
benefits of $24.5 million, $27.7 million and $36.3
million at December 31, 1995, 1996 and 1997,
respectively........................................ $(24.5) $(33.2) $(41.0)
------ ------ ------
Projected benefit obligation......................... $(29.5) $(37.1) $(44.1)
Plan assets at fair value, primarily contributions made
after the measurement date............................ 0.1 0.1 --
------ ------ ------
Plan assets less than projected benefit obligation..... $(29.4) $(37.0) $(44.1)
Unrecognized net loss.................................. 6.5 11.2 11.8
Unrecognized underfunding at date of adoption of FAS
No. 87, net of amortization, being recognized over 15
years................................................. 2.5 1.7 1.4
Adjustment to recognize minimum liability.............. (4.0) (9.0) (10.1)
------ ------ ------
Liability recorded (in Other Deferred Items)........... $(24.4) $(33.1) $(41.0)
====== ====== ======
</TABLE>
SERP expense for 1994, 1995, 1996 and 1997 included the following
components:
<TABLE>
<CAPTION>
1994 1995 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Service cost - benefits earned during the year....... $1.0 $1.1 $1.3 $1.0
Interest............................................. 1.7 2.2 2.2 2.8
Net amortization and deferral........................ 0.8 1.1 1.0 1.1
---- ---- ---- ----
Total expense...................................... $3.5 $4.4 $4.5 $4.9
==== ==== ==== ====
</TABLE>
WM International participates in both defined benefit and defined
contribution retirement plans for its employees in various countries. The
projected benefit obligation, plan assets and unfunded liability of the WM
International defined benefit plans are not material. Other subsidiaries
participate in various multi-employer pension plans covering certain employees
not covered under the Company's pension plan, pursuant to agreements with
collective bargaining units who are members of such plans. These plans are
generally defined benefit plans; however, in many cases, specific benefit
levels are not negotiated with or known by the employer-contributors.
Contributions of $16.1 million, $18.3 million, $16.5 million and $18.6 million
for subsidiaries' defined benefit plans were made and charged to income in
1994, 1995, 1996 and 1997, respectively.
Waste Management, WMNA and CWM provide postretirement health care benefits
to eligible employees, and WTI provides certain postretirement benefits other
than pensions to a limited number of former employees of a manufacturing
business it has sold. The following table analyzes the obligation for
postretirement benefits other than pensions (primarily health care costs),
measured as of December 31 of each year, which is included in other deferred
items on the Consolidated Balance Sheets.
<TABLE>
<CAPTION>
1995 1996 1997
----- ----- -----
<S> <C> <C> <C>
Accumulated Postretirement Benefit Obligations:
Retirees............................................. $42.4 $42.2 $43.1
Other fully eligible participants.................... 5.5 6.7 1.5
Other active participants............................ 9.8 10.1 19.9
----- ----- -----
$57.7 $59.0 $64.5
Unrecognized:
Prior service (cost) credit.......................... 0.6 0.3 (3.9)
Gain................................................. 7.9 8.5 8.7
----- ----- -----
$66.2 $67.8 $69.3
===== ===== =====
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
For measurement purposes, a 7.5% annual rate of increase in the per capita
cost of covered health care claims was assumed for 1998; the rate was assumed
to decrease by 0.5% per year to 6.0% in 2001 and remain at that level
thereafter. Increasing the assumed health care cost trend by one percentage
point in each year would increase the accumulated postretirement benefit
obligation as of December 31, 1997 by approximately $4.0 million and the
aggregate of the service and interest cost components of net postretirement
health care cost for 1997 by approximately $0.3 million. The weighted-average
discount rate used in determining the accumulated postretirement benefit
obligation was 7.75% in 1995 and 1996 and 7.0% in 1997.
The expense for postretirement health care benefits was as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Service cost.......................................... $1.1 $1.1 $0.7 $1.8
Interest.............................................. 3.6 4.3 3.5 4.6
---- ---- ---- ----
Total expense....................................... $4.7 $5.4 $4.2 $6.4
==== ==== ==== ====
</TABLE>
The Company had an Employee Stock Ownership Plan ("1988 ESOP") for all
eligible non-union United States and Canadian employees of Waste Management,
CWM and WMNA. The benefits are based on the employee's years of service and
compensation. The Company contributes each year an amount, if any, determined
by the Board of Directors of the Company. This plan terminated December 31,
1997.
Information concerning the 1988 ESOP is as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Expense recorded (contribution)............................ $7.9 $6.7 $6.7 $6.4
==== ==== ==== ====
Interest expense on 1988 ESOP debt......................... $2.0 $1.1 $1.0 $1.0
==== ==== ==== ====
Dividends on unallocated 1998 ESOP shares used by the 1988
ESOP...................................................... $0.8 $0.6 $0.4 $0.2
==== ==== ==== ====
</TABLE>
The Company has a Profit Sharing and Savings Plan ("PSSP") available to
certain employees of Waste Management, Inc., CWM and WMNA. The terms of the
PSSP allow for annual contributions by the Company as determined by the Board
of Directors as well as a match of employee contributions up to $750 per
employee ($500 prior to January 1, 1996). Charges to operations for the PSSP
were $27.3 million in 1994, $24.9 million in 1995, $16.0 million in 1996 and
$17.9 million in 1997. Effective January 1, 1998, the plan was renamed the
"Retirement Savings Plan", the matching contribution formula was increased,
and the discretionary annual contribution was discontinued.
Rust, WTI and WM International also sponsor non-contributory and
contributory defined contribution plans covering both salaried and hourly
employees. Employer contributions are generally based upon fixed amounts of
eligible compensation and amounted to $12.1 million, $13.6 million, $12.4
million and $19.1 million during 1994, 1995, 1996 and 1997, respectively.
During 1994, the Company established an Employee Stock Benefit Trust and
sold 12.6 million shares of treasury stock to the Trust in return for a 30-
year, 7.33% note with interest payable quarterly and principal due at
maturity. The Company has agreed to contribute to the Trust each quarter funds
sufficient, when added to dividends on the shares held by the Trust, to pay
interest on the note as well as principal outstanding at maturity. At the
direction of an administrative committee comprised of Company officers, the
trustee will use the shares or proceeds from the sale of shares to pay
employee benefits, and to the extent of such payments by the Trust, the
Company will forgive principal and interest on the note. The shares of common
stock issued to the Trust are not considered to be outstanding in the
computation of earnings per share until the shares are utilized to fund
obligations for which the trust was established. Changes in the market value
of these shares are charged or credited to Additional Paid-In Capital.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 14. COMPANY'S OPERATIONS IN DIFFERENT GEOGRAPHIC AREAS
As discussed in Note 1, the Company believes that all of its material
operations are part of the waste management services industry, and it
currently reports as a single industry segment. Foreign operations in 1997
were conducted in ten countries in Europe, seven countries in the Asia Pacific
region, and Canada, Mexico, Brazil, Israel and Argentina. However, during the
year, WMNA sold most of its Canadian operations, and WM International sold
substantially all of its operations in France, Spain and Austria. WM
International also learned in late September that its joint venture company's
bid to continue to provide waste collection and cleaning services to the City
of Buenos Aires, which represented a substantial portion of its business in
Argentina, was not successful.
Information relating to the Company's continuing operations is set forth in
the following table (operating income is defined as revenue less operating
expenses, special charges, asset impairment loss and selling and
administrative expenses):
<TABLE>
<CAPTION>
UNITED OTHER
STATES EUROPE FOREIGN CONSOLIDATED
--------- -------- ------- ------------
<S> <C> <C> <C> <C>
1994
Revenue............................... $ 6,654.6 $1,322.7 $560.6 $ 8,537.9
========= ======== ====== =========
Operating income...................... $ 1,166.2 $ 184.2 $ 63.2 $ 1,413.6
========= ======== ====== =========
Identifiable assets................... $11,587.0 $3,471.0 $748.3 $15,806.3
========= ======== ====== =========
1995
Revenue............................... $ 7,060.2 $1,527.3 $512.7 $ 9,100.2
========= ======== ====== =========
Operating income...................... $ 1,069.0 $ 2.4 $ 32.8 $ 1,104.2
========= ======== ====== =========
Identifiable assets................... $12,384.1 $3,682.4 $772.7 $16,839.2
========= ======== ====== =========
1996
Revenue............................... $ 7,103.1 $1,539.2 $583.3 $ 9,225.6
========= ======== ====== =========
Operating income...................... $ 972.2 $ (12.8) $ 74.5 $ 1,033.9
========= ======== ====== =========
Identifiable assets................... $12,752.4 $3,503.0 $828.2 $17,083.6
========= ======== ====== =========
1997
Revenue............................... $ 7,222.4 $1,411.8 $554.4 $ 9,188.6
========= ======== ====== =========
Operating income...................... $ (855.1) $ 27.3 $ 65.5 $ (762.3)
========= ======== ====== =========
Identifiable assets................... $10,438.0 $2,613.7 $537.4 $13,589.1
========= ======== ====== =========
</TABLE>
No single customer accounted for as much as 3% of consolidated revenue in
1994, 1995, 1996 or 1997.
WM International operates facilities in Hong Kong which are owned by the
Hong Kong government. The Hong Kong economy has been impacted by the economic
uncertainty associated with many of the countries in the region. High and
volatile interest rates have resulted from speculation regarding its currency.
In addition to Hong Kong, WM International has operations in Indonesia and
Thailand. These countries have experienced illiquidity, volatile currency
exchange rates and interest rates, and reduced economic activity. WM
International, and therefore the Company, will be affected for the foreseeable
future by economic conditions in this region, although it is not possible to
determine the extent of such impact. At December 31, 1997, WM International
had a net investment of $107.5 million in these countries (including Hong
Kong). Pretax income from Hong Kong was $25.7 million in 1997. Income from
Indonesia and Thailand has not been significant to date.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 15. SPECIAL CHARGES
In the first quarter of 1995, in response to the continuing deterioration of
the chemical waste services market, CWM realigned its organization, and in
connection therewith, recorded a special charge of $140.6 million before tax
($91.4 million after tax). The charge related primarily to a write-off of the
investment in facilities and technologies that CWM abandoned because they did
not meet customer service or performance objectives, but also includes $22.0
million of future cash payments for rents under non-cancelable leases,
guaranteed bank obligations of a joint venture, and employee severance. The
majority of the cash expenditures were paid in 1995, although certain of the
non-cancelable leases extend through the year 2002.
In the fourth quarter of 1995, WM International recorded a special charge of
$194.6 million ($152.4 million after tax) primarily related to the actions it
had decided to take to sell or otherwise dispose of 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. The charge
reduced the Company's income by approximately $153.3 million before tax
($111.0 million after tax). The charge included $34.3 million of cash payments
for employee severance and rents under non-cancelable leases. Approximately
$11.2 million of the cash costs were paid in 1995. The majority of the balance
was paid in 1996, although certain rent payments on abandoned leased
facilities continue into the future.
In the fourth quarter of 1996, WM International recorded a provision of
$77.0 million after tax related to the sale of its investment in Wessex and a
charge of $169.5 million after tax to revalue its investments in France,
Austria and Spain in contemplation of exiting all or part of these markets or
forming joint ventures. The charge also included the write-off of an
investment in a hazardous waste disposal facility in Germany because
regulatory changes adversely affected its volumes. These charges, primarily of
a non-cash nature, reduced the Company's income by $213.6 million after tax.
Also, in the fourth quarter of 1996, Waste Management and CWM recorded
pretax charges of $154.1 million ($100.2 million after tax) for reengineering
their finance and administrative functions and increasing reserves for certain
litigation, including a dispute involving the computation of royalties on the
Emelle, Alabama, hazardous waste landfill. In December 1996, a federal court
in Memphis, Tennessee, held CWM liable for approximately $100.3 million in
damages to the former owners of the Emelle site. CWM is appealing the
decision. Any settlement of the Emelle litigation would be a cash payment, but
the timing is not currently estimable. The balance of the charge is primarily
non-cash, with $13.4 million of cash-related items paid mostly in 1997.
In 1997, the Company recorded a special charge of $41.6 million (primarily
in the fourth quarter) for severance. Employees terminated were primarily
field operating management and related support personnel. Approximately $5.9
million of the severance had been paid by December 31, 1997, with the balance
being paid in 1998 and thereafter.
WM International also recorded a special charge in 1997 ($104.4 million
before tax and minority interest) to reflect the costs of demobilization in
Argentina following loss of the contract renewal for the City of Buenos Aires,
divestiture or closure of underperforming businesses, primarily in Italy and
Germany and the writeoff of costs of projects, primarily in Germany, which it
decided to no longer pursue. The charge included $14.8 million of severance,
primarily related to operating personnel in Buenos Aires and with closed or
divested businesses in Italy and Germany. These terminations are expected to
occur and the severance paid in 1998.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
NOTE 16. ASSET IMPAIRMENT LOSS
As a result of the comprehensive review of operating assets and investments
discussed in Note 2, the Company recorded an impairment loss of $1,401.2
million in the fourth quarter of 1997, and restated prior financial statements
to retroactively recognize impairment losses in earlier periods. Fair values
were determined for landfills, hazardous waste facilities, recycling
investments and other facilities, primarily based on future cashflow
projections discounted back using discount rates appropriate for the risks
involved with the specific assets. For surplus real estate, market opinions
and appraisals were used. In determining fair values for abandoned projects
and vehicles to be sold, recoverable salvage values were determined using
market estimates. The losses related to the following asset categories:
<TABLE>
<CAPTION>
IMPAIRMENT
LOSS
----------
<S> <C>
1994--
Landfills, related primarily to management decisions to abandon
expansion projects due to political or competitive factors, which
will result in closure earlier than previously expected.......... $ 22.4
Abandonment of other projects, primarily vehicle on board computer
systems projects................................................. 7.3
Surplus real estate............................................... 4.3
--------
Total........................................................... $ 34.0
========
1995--
Landfills, related primarily to management decisions to abandon
expansion projects due to political or competitive factors, which
will result in closure earlier than previously expected.......... $ 48.2
Hazardous waste facility costs, resulting from continuing market
deterioration, increased competition, excess capacity and
changing regulation.............................................. 2.2
Other, primarily abandoned computer systems project costs......... 1.9
Surplus real estate............................................... 1.5
--------
Total........................................................... $ 53.8
========
1996--
Landfills, related primarily to management decisions to abandon
expansion projects due to political or competitive factors, which
will result in closure earlier than previously expected.......... $ 13.4
Recycling investments, related primarily to pricing, overcapacity
and competitive factors.......................................... 47.8
Other, primarily equipment to be scrapped......................... 2.0
Surplus real estate............................................... 1.5
--------
Total........................................................... $ 64.7
========
1997--
Landfills, related primarily to management decisions to abandon
expansions and development projects due to political or
competitive factors, which will result in closure earlier than
previously expected (includes $233.8 million for hazardous waste
sites)........................................................... $ 578.6
Hazardous waste facilities, resulting from continuing market
deterioration, increased competition, excess capacity and
changing regulation.............................................. 131.4
Goodwill, primarily related to landfills and hazardous waste
facilities impaired (includes $411 million related to hazardous
waste business).................................................. 433.4
Write-down of WTI long-lived assets, including $47.1 million
related to a wood waste burning independent power production
facility......................................................... 57.2
Recycling investments, related primarily to continued pricing,
overcapacity and competitive factors............................. 21.5
Write-down to estimated net realizable value of trucks to be sold
as a result of new fleet management policy (Note 2).............. 70.9
Write-down to estimated net sales proceeds of business to be sold
(Note 17)........................................................ 122.2
Abandoned equipment and facilities................................ 26.9
Surplus real estate............................................... 38.2
--------
Total........................................................... $1,480.3
========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Impaired assets to be sold are primarily businesses to be sold (see Note 17)
and surplus real estate. The carrying amount of such real estate was $73.3
million at December 31, 1997. The Company is currently marketing these
properties; however, since the disposal date cannot be accurately estimated,
these assets are classified as long-term assets in the accompanying balance
sheet at December 31, 1997.
NOTE 17. DISCONTINUED OPERATIONS
In the fourth quarter of 1995, the Rust Board of Directors approved a plan
to sell or otherwise discontinue Rust's process engineering, construction,
specialty contracting and similar lines of business. During the second quarter
of 1996, the sale of the industrial process engineering and construction
businesses, based in Birmingham, Alabama, was completed.
During the fourth quarter of 1996, WTI sold its water process systems and
equipment manufacturing businesses. WTI had also entered into an agreement to
sell its water and wastewater facility operations and privatization business,
which was sold in 1997. As of September 30, 1996, Rust sold its industrial
scaffolding business and began implementing plans to exit its remaining
international engineering and consulting business. Waste Management recorded a
fourth-quarter provision for loss of $360.0 million before tax and minority
interest in connection with the planned divestiture of these businesses, and
others subsequently reclassified to continuing operations (see discussion
below).
The discontinued businesses have been segregated and the accompanying
consolidated balance sheets, statements of income and related footnote
information have been restated. Revenues from the discontinued businesses were
$1,186.5 million in 1994, $1,511.0 million in 1995, $734.5 million for 1996
and $84.8 million in 1997. The decreases in revenue during the periods
primarily reflect the sales of certain of the discontinued businesses. Results
of their operations in 1997 were not material and were included in the reserve
for loss on disposition provided previously.
The following table summarizes the assets and liabilities as of December 31,
1995 and 1996, which are reflected on the consolidated balance sheet as net
assets of discontinued operations. The Company had no operations classified as
discontinued as of December 31, 1997.
<TABLE>
<CAPTION>
1995 1996
------- -------
<S> <C> <C>
Current assets.......................................... $ 445.1 $ 74.7
Property and equipment and other noncurrent assets...... 570.4 173.8
Current liabilities..................................... (306.7) (47.5)
Noncurrent liabilities.................................. (90.8) (258.9)
------- -------
Net assets (liabilities) of discontinued operations... $ 618.0 $ (57.9)
======= =======
</TABLE>
At December 31, 1996, management also classified as discontinued and planned
to sell Rust's domestic environmental and infrastructure engineering and
consulting business and CWM's high organic waste fuel blending services
business. In 1997, management reclassified the CWM business back into
continuing operations, and classified certain of its sites as operations held
for sale. The Rust disposition was not completed within one year, and
accordingly this business has been reclassified back into continuing
operations, as operations held for sale, at December 31, 1997, in accordance
with generally accepted accounting principles, although management is
continuing its efforts to market its investment in this business. As these
businesses were reclassified to continuing operations, the remaining provision
for loss on disposal ($95 million after tax--$87 million related to Rust and
$8 million related to CWM) was reversed in discontinued operations and an
impairment loss for Rust
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
of $122.2 million was recorded in continuing operations. Prior year financial
statements have been restated. Information regarding the businesses
reclassified as continuing operations held for sale is as follows:
<TABLE>
<CAPTION>
1994 1995 1996 1997
------ ------ ------ -------
<S> <C> <C> <C> <C>
Results of operations--
Revenue...................................... $373.0 $368.2 $361.5 $ 350.4
Income (loss) before tax after minority
interest.................................... 24.1 25.1 0.3 (9.9)
Net income (loss)............................ $ 12.1 $ 13.9 $ 0.1 $ (6.7)
------ ------ ------ -------
Condensed balance sheet--
Current assets...................................... $125.3 $147.5 $ 118.6
Property and equipment and other noncurrent assets.. 163.7 162.0 164.7
Current liabilities................................. (39.0) (44.2) (41.0)
Noncurrent liabilities.............................. (14.6) (37.9) (161.2)
------ ------ -------
Net assets........................................ $235.4 $227.4 $ 81.1
====== ====== =======
</TABLE>
The net assets are included in Net Assets of Continuing Businesses Held for
Sale in the accompanying balance sheet. At December 31, 1997, this caption
also includes $73.3 million of surplus real estate which the Company is
actively marketing.
NOTE 18. FAIR VALUE OF FINANCIAL INSTRUMENTS
The following disclosure of the estimated fair value of financial
instruments is made in accordance with the requirements of FAS No. 107,
"Disclosures about Fair Value of Financial Instruments." The estimated fair
value amounts have been determined by the Company, using available market
information and commonly accepted valuation methodologies. However,
considerable judgment is necessarily required in interpreting market data to
develop the estimates of fair value. Accordingly, the estimates presented
herein are not necessarily indicative of the amounts that the Company or
holders of the instruments could realize in a current market exchange. The use
of different assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts. The fair value estimates presented
herein are based on information available to management as of December 31,
1995, 1996, and 1997. Such amounts have not been revalued since those dates,
and current estimates of fair value may differ significantly from the amounts
presented herein.
<TABLE>
<CAPTION>
DECEMBER 31, 1995 DECEMBER 31, 1996 DECEMBER 31, 1997
------------------- ------------------ ------------------
ESTIMATED ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
Nonderivatives--
Assets--
Cash and cash
equivalents.......... $ 169.5 $ 169.5 $ 323.3 $ 323.3 $ 132.8 $ 132.8
Receivables........... 1,632.1 1,632.1 1,660.8 1,660.8 1,547.2 1,547.2
Short-term
investments.......... 12.2 12.2 319.3 319.3 59.3 59.3
Liabilities--
Commercial paper...... 1,119.4 1,120.2 645.9 646.2 356.3 356.5
Project debt.......... 735.6 880.6 833.8 896.7 829.0 885.2
Liquid Yield Option
Notes and
Subordinated Notes... 539.3 576.0 534.8 602.7 494.5 512.1
Other borrowings...... 5,083.8 5,284.5 5,510.6 5,610.0 4,947.3 5,063.4
Derivatives relating to
debt................... -- (0.1) -- (4.8) -- (3.3)
Other derivatives--
Assets................ -- -- -- 2.8 -- --
Liabilities........... (0.1) (16.6) -- (0.1) -- (0.3)
Letters of credit,
performance bonds and
guarantees............. -- -- -- -- -- --
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
Cash, Receivables and Investment. The carrying amounts of these items are a
reasonable estimate of their fair value.
Liabilities. For debt issues that are publicly traded, fair values are based
on quoted market prices or dealer quotes. Due to the short-term nature of the
ESOP notes, their carrying value approximates fair value. Interest rates that
are currently available to the Company for issuance of debt with similar terms
and remaining maturities are used to estimate fair value for debt issues that
are not quoted on an exchange.
Derivatives. The fair value of derivatives generally reflects the estimated
amounts that the Company would receive or pay to terminate the contracts at
December 31, thereby taking into account unrealized gains and losses. Dealer
quotes are available for most of the Company's derivatives. Unrealized gains
and losses are shown as assets and liabilities, as offsetting such amounts
against the related nonderivative instrument is permitted only pursuant to a
right of setoff or master netting agreement.
Off-Balance-Sheet Financial Instruments. In the normal course of business,
the Company is a party to financial instruments with off-balance-sheet risk,
such as bank letters of credit, performance bonds and other guarantees, which
are not reflected in the accompanying consolidated balance sheets. Such
financial instruments are to be valued based on the amount of exposure under
the instrument and the likelihood of performance being required. In the
Company's experience, virtually no claims have been made against these
financial instruments. Management does not expect any material losses to
result from these off-balance-sheet instruments and, therefore, is of the
opinion that the fair value of these instruments is zero.
NOTE 19. SUBSEQUENT EVENTS
On March 10, 1998, the Company entered into a definitive merger agreement
(the "Merger Agreement") with USA Waste Services, Inc. ("USA Waste") pursuant
to which the Company will be merged with a wholly-owned subsidiary of USA
Waste (the "Merger"). Pursuant to the Merger Agreement, the Company's
stockholders will receive .725 shares of common stock of USA Waste for each
share of common stock of the Company. The consummation of the Merger is
subject to a number of conditions, including the expiration or termination of
the applicable merger review waiting period under the Hart-Scott-Rodino Anti-
Trust Improvements Act of 1976, approval by the stockholders of each company
and other closing conditions. In addition, the Merger is contingent upon the
transaction qualifying for pooling-of-interests accounting treatment. In order
to qualify for pooling-of-interests accounting treatment, the Company intends
to sell a portion of its treasury shares pursuant to a registered public
offering prior to the closing of the Merger. A lawsuit by an alleged Company
stockholder purporting to represent a class of the Company's stockholders has
been filed (although the Company has not yet been served) against the Company
and the members of its Board of Directors alleging breaches of fiduciary duty
by the defendants in connection with the Merger. The lawsuit seeks, among
other things, to have the transaction enjoined and to recover unspecified
damages. The Company believes the suit to be without merit and intends to
contest it vigorously.
Upon the consummation of the Merger, certain long-term debt of WM
International may be accelerated and become payable with three months notice.
At December 31, 1997, this debt totalled approximately $209 million, however,
by March 17, 1998 it had been reduced to $71 million. In addition, Wessex has
an option to acquire WM International's ownership in its United Kingdom
business at fair market value that may become exercisable upon the
consummation of the Merger. In 1997, this business had revenues of
approximately $276 million and operating income (before minority interest) of
approximately $25 million. WM International had a net investment of
approximately $315 million in the business at December 31, 1997.
The Company may have other "change of control" provisions in customer and
employee contracts or agreements, governmental franchises or facility permits
that may be triggered by the closing of the proposed Merger. The Company is
currently in the process of reviewing these contracts, franchises and permits,
but does not expect at this time that the effect of these provisions, in the
event they are triggered by the Merger, will have a material adverse effect on
future results of operations.
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
On March 15, 1998, approximately $2.5 million face amount of Subordinated
Notes (see Note 6) were submitted for redemption by the holders in accordance
with their terms. The next optional redemption date is March 15, 2000, and
accordingly the remaining outstanding Subordinated Notes will be classified as
long-term as of March 31, 1998.
In connection with the planned purchase of the remaining publicly held WTI
shares, the Company has entered into a commitment with the Chase Manhattan
Bank ("Chase") whereby Chase, along with other financial institutions, has
committed, subject to the satisfaction of certain conditions, to provide new
credit facilities in the amount of $1.1 billion. The new credit facilities,
which will have a termination date of December 31, 1998 (subject to earlier
termination in the event of a change-in-control, including the Merger with USA
Waste), will provide the funding needed to complete the WTI transaction and
replace the Company's existing $250 million revolving credit facility.
Additionally, the termination date of the Company's $550 million standby trade
receivables sale agreement will be extended from June 30, 1998 to December 31,
1998.
NOTE 20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
The following is an analysis of certain items in the Consolidated Statements
Income, as restated and reclassified (see Note 2), by quarter for 1995, 1996,
and 1997. Sum of per share amounts for the quarters does not always equal the
full year amount due to rounding and, in the case of Diluted EPS, the method
of calculation prescribed by FAS No. 128. See Note 15 for a discussion of
special charges, Note 16 for a discussion of the asset impairment losses, and
Note 17 for a discussion of operations discontinued during 1995 and 1996.
<TABLE>
<CAPTION>
1995
----------------------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------------- ------------------- ------------------- -------------------
PREVIOUSLY AS PREVIOUSLY AS PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED
---------- -------- ---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $2,151.8 $2,164.3 $2,326.3 $2,339.2 $2,322.3 $2,334.2 $2,252.6 $2,262.5
Operating expenses...... 1,485.3 1,542.4 1,603.4 1,671.2 1,589.9 1,645.9 1,542.3 1,655.4
Asset impairment loss... -- 33.7 -- 3.5 -- 3.8 -- 12.8
Special charges......... 140.6 141.0 -- -- -- -- 194.6 194.6
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit......... $ 525.9 $ 447.2 $ 722.9 $ 664.5 $ 732.4 $ 684.5 $ 515.7 $ 399.7
Selling and
administrative
expenses............... 245.2 250.5 256.3 275.1 251.8 270.6 251.6 295.6
Interest, net........... 97.7 108.5 97.4 113.7 96.2 111.3 93.4 95.5
Minority interest....... 26.1 26.0 37.0 37.0 34.7 34.7 (15.9) (16.4)
Sundry income........... (16.9) (22.1) (14.1) (29.2) (23.4) (39.0) (22.1) (187.5)
Provision for income
tax.................... 82.6 64.4 143.2 126.8 152.3 132.2 105.6 128.3
-------- -------- -------- -------- -------- -------- -------- --------
Income from continuing
operations............. $ 91.2 $ 19.9 $ 203.1 $ 141.1 $ 220.8 $ 174.7 $ 103.1 $ 84.2
Discontinued operations. 10.0 7.0 16.0 7.9 13.1 7.6 (53.4) (17.6)
Accounting changes...... -- (84.7) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss).... $ 101.2 $ (57.8) $ 219.1 $ 149.0 $ 233.9 $ 182.3 $ 49.7 $ 66.6
======== ======== ======== ======== ======== ======== ======== ========
Basic income (loss) per
share-
Continuing operations.. $ 0.19 $ 0.04 $ 0.42 $ 0.29 $ 0.45 $ 0.36 $ 0.21 $ 0.17
Discontinued
operations............ 0.02 0.01 0.03 0.02 0.03 0.02 (0.11) (0.03)
Accounting changes..... -- (0.17) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss)...... $ 0.21 $ (0.12) $ 0.45 $ 0.31 $ 0.48 $ 0.38 $ 0.10 $ 0.14
======== ======== ======== ======== ======== ======== ======== ========
Diluted income (loss)
per share-
Continuing operations.. $ 0.19 $ 0.04 $ 0.41 $ 0.29 $ 0.44 $ 0.35 $ 0.21 $ 0.17
Discontinued
operations............ 0.02 0.01 0.03 0.01 0.03 0.02 (0.11) (0.03)
Accounting changes..... -- (0.17) -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss)...... $ 0.21 $ (0.12) $ 0.44 $ 0.30 $ 0.47 $ 0.37 $ 0.10 $ 0.14
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
1996
----------------------------------------------------------------------------------
FIRST QUARTER SECOND QUARTER THIRD QUARTER FOURTH QUARTER
------------------- ------------------- ------------------- -------------------
PREVIOUSLY AS PREVIOUSLY AS PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED
---------- -------- ---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $2,144.5 $2,144.5 $2,331.0 $2,331.0 $2,372.7 $2,372.7 $2,338.8 $2,377.4
Operating expenses...... 1,494.8 1,532.7 1,619.3 1,701.4 1,630.5 1,716.8 1,628.2 1,709.9
Asset impairment loss... -- 0.1 -- 11.7 -- 1.7 -- 51.2
Special charges......... -- -- -- -- -- -- 471.6 370.7
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit......... $ 649.7 $ 611.7 $ 711.7 $ 617.9 $ 742.2 $ 654.2 $ 239.0 $ 245.6
Selling and
administrative
expenses............... 245.9 261.8 246.7 259.6 240.4 264.7 246.2 309.4
Interest, net........... 87.5 102.5 87.9 105.3 84.9 111.4 87.8 115.3
Minority interest....... 27.2 26.5 31.4 29.5 32.1 28.3 (33.1) (43.0)
Sundry income........... (17.3) (23.9) (21.4) (21.4) (23.5) (37.7) (23.0) (19.4)
Provision for income
tax.................... 126.2 111.2 149.4 130.8 168.1 132.2 121.4 62.3
-------- -------- -------- -------- -------- -------- -------- --------
Income from continuing
operations............. $ 180.2 $ 133.6 $ 217.7 $ 114.1 $ 240.2 $ 155.3 $ (160.3) $ (179.0)
Discontinued operations. 5.0 4.8 5.3 20.5 5.0 (72.8) (301.0) (215.8)
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss)....... $ 185.2 $ 138.4 $ 223.0 $ 134.6 $ 245.2 $ 82.5 $ (461.3) $ (394.8)
======== ======== ======== ======== ======== ======== ======== ========
Basic income (loss) per
share-
Continuing operations.. $ 0.37 $ 0.27 $ 0.44 $ 0.23 $ 0.49 $ 0.32 $ (0.33) $ (0.37)
Discontinued
operations............ 0.01 0.01 0.01 0.04 0.01 (0.15) (0.62) (0.44)
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss)...... $ 0.38 $ 0.28 $ 0.45 $ 0.27 $ 0.50 $ 0.17 $ (0.95) $ (0.81)
======== ======== ======== ======== ======== ======== ======== ========
Diluted income (loss)
per share-
Continuing operations.. $ 0.36 $ 0.27 $ 0.43 $ 0.23 $ 0.48 $ 0.31 $ (0.33) $ (0.37)
Discontinued
operations............ 0.01 0.01 0.01 0.04 0.01 (0.14) (0.62) (0.44)
-------- -------- -------- -------- -------- -------- -------- --------
Net income (loss)...... $ 0.37 $ 0.28 $ 0.44 $ 0.27 $ 0.49 $ 0.17 $ (0.95) $ (0.81)
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
<PAGE>
WASTE MANAGEMENT, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
<TABLE>
<CAPTION>
1997
------------------------------------------------------------------------
FOURTH
FIRST QUARTER SECOND QUARTER THIRD QUARTER QUARTER
------------------- ------------------- ------------------- ---------
PREVIOUSLY AS PREVIOUSLY AS PREVIOUSLY AS
REPORTED RESTATED REPORTED RESTATED REPORTED RESTATED
---------- -------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenue................. $2,198.3 $2,205.0 $2,327.3 $2,333.3 $2,351.2 $2,351.2 $ 2,299.1
Operating expenses...... 1,617.8 1,697.5 1,639.2 1,715.5 1,839.2 1,819.5 1,962.9
Asset impairment loss... -- 5.9 -- 46.9 -- 26.2 1,401.2
Special charges......... -- 15.9 -- 0.9 -- 0.9 128.3
-------- -------- -------- -------- -------- -------- ---------
Gross profit........ $ 580.5 $ 485.7 $ 688.1 $ 570.0 $ 512.0 $ 504.6 $(1,193.3)
Selling and
administrative
expenses............... 261.2 249.8 253.8 257.1 266.5 292.2 330.1
Interest, net........... 95.5 102.7 93.6 101.1 92.3 99.7 105.8
Minority interest....... 27.8 27.1 27.9 27.9 30.4 29.4 (39.0)
Sundry income........... (133.9) (135.5) (32.5) (28.1) (8.1) (8.1) 8.4
Provision for income
tax.................... 151.5 127.2 170.1 127.9 67.7 61.6 (101.0)
-------- -------- -------- -------- -------- -------- ---------
Income from continuing
operations............. $ 178.4 $ 114.4 $ 175.2 $ 84.1 $ 63.2 $ 29.8 $(1,497.6)
Discontinued operations. -- 0.6 0.8 7.6 -- 0.2 87.3
Accounting changes...... -- -- -- -- -- -- (2.0)
Extraordinary item...... -- -- -- -- -- -- (0.5)
-------- -------- -------- -------- -------- -------- ---------
Net income (loss)....... $ 178.4 $ 115.0 $ 176.0 $ 91.7 $ 63.2 $ 30.0 $(1,412.8)
======== ======== ======== ======== ======== ======== =========
Basic income (loss) per
share-
Continuing operations. $ 0.37 $ 0.24 $ 0.37 $ 0.18 $ 0.14 $ 0.07 $ (3.29)
Discontinued
operations........... -- -- -- 0.01 -- -- 0.19
Accounting changes.... -- -- -- -- -- -- --
Extraordinary item.... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- ---------
Net income (loss)..... $ 0.37 $ 0.24 $ 0.37 $ 0.19 $ 0.14 $ 0.07 $ (3.10)
======== ======== ======== ======== ======== ======== =========
Diluted income (loss)
per share-
Continuing operations. $ 0.36 $ 0.23 $ 0.37 $ 0.18 $ 0.14 $ 0.07 $ (3.29)
Discontinued
operations........... -- -- -- 0.01 -- -- 0.19
Accounting changes.... -- -- -- -- -- -- --
Extraordinary item.... -- -- -- -- -- -- --
-------- -------- -------- -------- -------- -------- ---------
Net income (loss)..... $ 0.36 $ 0.23 $ 0.37 $ 0.19 $ 0.14 $ 0.07 $ (3.10)
======== ======== ======== ======== ======== ======== =========
</TABLE>
<PAGE>
(b) PRO FORMA FINANCIAL INFORMATION.
The following pro forma financial statements and notes thereto are included
herein:
. Pro Forma Condensed Balance Sheet (unaudited) as of March 31, 1998.
. Pro Forma Condensed Statement of Operations (unaudited) for the three
months ended March 31, 1998.
. Pro Forma Condensed Statement of Operations (unaudited) for the year
ended December 31, 1997.
. Pro Forma Condensed Statement of Operations (unaudited) for the year
ended December 31, 1996.
. Pro Forma Condensed Statement of Operations (unaudited) for the year
ended December 31, 1995.
. Notes to Pro Forma Condensed Financial Statements (unaudited).
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED FINANCIAL STATEMENTS
(Unaudited)
The accompanying pro forma condensed financial statements give effect
to the Merger using the pooling of interests method of accounting which
assumes that the combining companies have been merged from their inception,
and that the historical financial statements for periods prior to the
Merger are restated as though had been combined from their inception and as
if Old Waste Management had issued 20 million shares of its common stock
through a public sale as of March 31, 1998. The accompanying pro forma
condensed financial statements should be read in conjunction with the
Registrant's Consolidated Financial Statements and notes thereto included
in its Annual Report on Form 10-K for the year ended December 31, 1997, the
Registrant's Condensed Consolidated Financial Statements included in its
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
1998, Old Waste Management's Consolidated Financial Statements and notes
thereto as of December 31, 1995, 1996 and 1997 and for the four years ended
December 31, 1997, included elsewhere herein, and Old Waste Management's
Consolidated Financial Statements as of March 31, 1997, December 31, 1997
and March 31, 1998 and for the three months ended March 31, 1996, 1997 and
1998 included elsewhere herein. The pro forma financial information does
not give effect to any divestitures of businesses which will be required by
the antitrust regulatory authorities or to any cost savings which may
result from the integration of the Registrant's and Old Waste Management's
operations, nor does such information include the nonrecurring costs
directly related to the Merger which are expected to be included in the
operations of the Registrant within the 12 months following the Merger.
Such nonrecurring costs have yet to be determined; however, are expected to
be significant. In the following pro forma condensed financial statements,
the Registrant is referred to as "Waste Management" and Old Waste
Management is referred to as "WM Holdings".
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED BALANCE SHEET
MARCH 31, 1998
(Unaudited)
WASTE PRO FORMA
MANAGEMENT WM HOLDINGS ADJUSTMENTS PRO FORMA
---------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT SHARE AND PAR VALUE
AMOUNTS)
ASSETS
Current assets:
Cash and cash
equivalents............. $ 46,260 $ 311,861 $ -- $ 358,121
Short-term investments... -- 3,053 -- 3,053
Accounts receivable,
net..................... 468,619 1,448,797 -- 1,917,416
Notes and other
receivables............. 56,321 26,577 -- 82,898
Deferred income taxes.... 46,196 -- -- 46,196
Costs and estimated
earnings in excess of
billings on uncompleted
contracts............... -- 158,964 -- 158,964
Prepaid expenses and
other................... 58,891 230,374 -- 289,265
---------- ----------- --------- -----------
Total current assets... 676,287 2,179,626 -- 2,855,913
Notes and other
receivables.............. 22,951 100,044 -- 122,995
Property and equipment,
net...................... 4,601,573 7,126,426 (10,922)(a) 11,617,441
(99,636)(b)
Excess of cost over net
assets of acquired
businesses, net.......... 1,905,285 3,674,333 (66,464)(a) 5,513,154
Other intangible assets,
net...................... 126,526 11,746 -- 138,272
Net assets of continuing
businesses held for sale. -- 137,995 -- 137,995
Other assets.............. 256,783 633,830 (28,124)(c) 862,489
---------- ----------- --------- -----------
Total assets........... $7,589,405 $13,864,000 $(205,146) $21,248,259
========== =========== ========= ===========
LIABILITIES AND
STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......... $ 196,735 $ 687,419 $ -- $ 884,154
Accrued liabilities...... 185,631 1,683,398 -- 1,869,029
Obligation to former
Wheelabrator Technologies
Inc. stockholders....... -- 876,232 (614,400)(d) 261,832
Deferred revenues........ 69,484 236,339 -- 305,823
Current maturities of
long-term debt.......... 46,527 1,025,685 -- 1,072,212
---------- ----------- --------- -----------
Total current
liabilities........... 498,377 4,509,073 (614,400) 4,393,050
Long-term debt, less
current maturities....... 3,584,887 5,398,132 -- 8,983,019
Deferred income taxes..... 323,320 216,797 (25,029)(a) 520,293
5,205 (b)
Closure, post-closure, and
other liabilities........ 407,699 1,645,663 (85,557)(b) 1,967,805
---------- ----------- --------- -----------
Total liabilities...... 4,814,283 11,769,665 (719,781) 15,864,167
---------- ----------- --------- -----------
Minority interest in
subsidiaries............. -- 739,442 -- 739,442
---------- ----------- --------- -----------
Commitments and
contingencies
Stockholders' equity:
Preferred stock:
Waste Management: $.01 par
value; 10,000,000
shares authorized;
none issued............ -- -- -- --
WM Holdings: $1 par value;
50,000,000 shares
authorized; none
outstanding............ -- -- -- --
Common stock:
Waste Management: $.01 par
value, 500,000,000
shares authorized;
historical 219,834,550
shares (572,269,938
pro forma shares)
issued................. 2,198 -- 3,525 (d) 5,723
WM Holdings: $1 par value;
1,500,000,000 shares
authorized;
507,101,744 shares
issued................. -- 507,102 (507,102)(d) --
Additional paid-in
capital................. 2,436,447 990,270 (11,250)(c) 3,267,468
(147,999)(d)
Retained earnings........ 374,459 1,730,516 (34,888)(a) 2,033,929
(19,284)(b)
(16,874)(c)
Accumulated other
comprehensive income.... (37,498) -- (278,800)(e) (316,298)
Foreign currency
translation adjustment.. -- (253,938) (17,469)(a) --
271,407 (c)
Treasury stock:
Waste Management: 23,485
shares, at cost........ (484) -- -- (484)
WM Holdings:
40,983,967 shares, at
cost................... -- (1,265,976) 1,265,976 (d) --
Restricted stock
unearned compensation... -- (10,252) -- (10,252)
Employee stock benefit
trust; 10,886,361
WM Holdings shares, at
market (7,892,612 pro
forma shares)........... -- (335,436) -- (335,436)
Minimum pension
liability............... -- (7,393) 7,393 (e) --
---------- ----------- --------- -----------
Total stockholders'
equity................ 2,775,122 1,354,893 514,635 4,644,650
---------- ----------- --------- -----------
Total liabilities and
stockholders' equity.. $7,589,405 $13,864,000 $(205,146) $21,248,259
========== =========== ========= ===========
See notes to pro forma condensed financial statements.
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED
STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1998
(Unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1998
-----------------------------------------------
WASTE PRO FORMA
MANAGEMENT WM HOLDINGS ADJUSTMENTS PRO FORMA
---------- ----------- ----------- ---------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues............. $769,440 $2,131,621 $ -- $2,901,061
-------- ---------- -------- ----------
Costs and expenses:
Operating (exclusive of
depreciation and amortization
shown below)................. 397,492 1,621,985 3,785 (b) 1,757,707
(265,555)(f)
General and administrative.... 81,916 263,882 (217)(f) 345,581
Depreciation and amortization. 86,110 -- (424)(a) 351,458
265,772 (f)
Loss from continuing operations
held for sale, net of minority
interest...................... -- 2,416 -- 2,416
-------- ---------- -------- ----------
565,518 1,888,283 3,361 2,457,162
-------- ---------- -------- ----------
Income from operations......... 203,922 243,338 (3,361) 443,899
-------- ---------- -------- ----------
Other income (expenses):
Interest expense.............. (38,368) (115,574) -- (153,942)
Interest income............... 1,799 4,310 -- 6,109
Minority interest............. -- (25,302) -- (25,302)
Other income, net............. 34,251 64,196 (28,124)(c) 70,323
-------- ---------- -------- ----------
(2,318) (72,370) (28,124) (102,812)
-------- ---------- -------- ----------
Income before income taxes..... 201,604 170,968 (31,485) 341,087
Provision for income taxes..... 80,642 96,551 170 (a) 161,815
(4,298)(b)
(11,250)(c)
-------- ---------- -------- ----------
Net income..................... $120,962 $ 74,417 $(16,107) $ 179,272
======== ========== ======== ==========
Basic earnings per common
share......................... $ 0.55 $ 0.16 $ 0.33
======== ========== ==========
Diluted earnings per common
share......................... $ 0.52 $ 0.16 $ 0.32
======== ========== ==========
Weighted average number of
common shares outstanding..... 219,201 455,096 (125,151)(g) 549,146
======== ========== ======== ==========
Weighted average number of
common and dilutive potential
common shares outstanding..... 244,250 455,296 (125,206)(g) 574,340
======== ========== ======== ==========
</TABLE>
See notes to pro forma condensed financial statements.
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1997
(Unaudited)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
------------------------------------------------------
WASTE PRO FORMA
MANAGEMENT WM HOLDINGS ADJUSTMENTS PRO FORMA
---------- ------------ ----------- ------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues...... $2,613,768 $ 9,188,582 $ -- $ 11,802,350
---------- ------------ ---------- ------------
Costs and expenses:
Operating (exclusive
of depreciation and
amortization shown
below)............... 1,345,769 7,195,376 17,766 (b) 7,479,745
(1,079,166)(f)
General and
administrative....... 284,946 1,129,237 (939)(f) 1,413,244
Depreciation and
amortization......... 303,241 -- (990)(a) 1,382,356
1,080,105 (f)
Merger costs.......... 109,411 -- -- 109,411
Unusual items......... 24,720 1,626,252 -- 1,650,972
Loss from continuing
operations held for
sale, net of minority
interest............... -- 9,930 -- 9,930
---------- ------------ ---------- ------------
2,068,087 9,960,795 16,776 12,045,658
---------- ------------ ---------- ------------
Income (loss) from
operations............. 545,681 (772,213) (16,776) (243,308)
---------- ------------ ---------- ------------
Other income (expense):
Interest expense...... (104,261) (446,888) -- (551,149)
Interest income....... 7,634 37,580 -- 45,214
Minority interest..... -- (45,442) -- (45,442)
Other income, net..... 14,213 173,290 (61,331)(a) 126,172
---------- ------------ ---------- ------------
(82,414) (281,460) (61,331) (425,205)
---------- ------------ ---------- ------------
Income (loss) from
continuing operations
before income taxes.... 463,267 (1,053,673) (78,107) (668,513)
Provision for income
taxes.................. 189,944 215,667 (25,199)(a) 361,464
(18,948)(b)
---------- ------------ ---------- ------------
Income (loss) from
continuing operations.. $ 273,323 $ (1,269,340) $ (33,960) $ (1,029,977)
========== ============ ========== ============
Basic earnings (loss)
per common share from
continuing operations.. $ 1.31 $ (2.72) $ (1.88)
========== ============ ============
Diluted earnings (loss)
per common share from
continuing operations.. $ 1.26 $ (2.72) $ (1.88)
========== ============ ============
Weighted average number
of common shares
outstanding............ 208,246 466,601 (128,315)(g) 546,532
========== ============ ========== ============
Weighted average number
of common and dilutive
potential common shares
outstanding............ 233,371 466,601 (153,440)(g) 546,532
========== ============ ========== ============
</TABLE>
See notes to pro forma condensed financial statements.
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1996
(Unaudited)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
---------------------------------------------------
WASTE PRO FORMA
MANAGEMENT WM HOLDINGS ADJUSTMENTS PRO FORMA
---------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues........ $1,649,131 $9,225,636 $ -- $10,874,767
---------- ---------- ----------- -----------
Costs and expenses:
Operating (exclusive of
depreciation and
amortization shown
below)................. 881,401 6,660,766 21,135 (b) 6,498,708
(1,064,594)(f)
General and
administrative......... 200,101 1,095,459 (1,089)(f) 1,294,471
Depreciation and
amortization........... 191,044 -- 1,065,683 (f) 1,256,727
Merger costs............ 126,626 -- -- 126,626
Unusual items........... 63,800 435,464 -- 499,264
Income from continuing
operations held for sale,
net of minority interest. -- (315) -- (315)
---------- ---------- ----------- -----------
1,462,972 8,191,374 21,135 9,675,481
---------- ---------- ----------- -----------
Income from operations.... 186,159 1,034,262 (21,135) 1,199,286
---------- ---------- ----------- -----------
Other income (expense):
Interest expense........ (60,497) (462,424) -- (522,921)
Interest income......... 6,699 27,904 -- 34,603
Minority interest....... -- (41,289) -- (41,289)
Other income, net....... 6,376 102,014 -- 108,390
---------- ---------- ----------- -----------
(47,422) (373,795) -- (421,217)
---------- ---------- ----------- -----------
Income from continuing
operations before income
taxes.................... 138,737 660,467 (21,135) 778,069
Provision for income
taxes.................... 70,398 436,473 (20,255)(b) 486,616
---------- ---------- ----------- -----------
Income from continuing
operations............... $ 68,339 $ 223,994 $ (880) $ 291,453
========== ========== =========== ===========
Basic earnings per common
share from continuing
operations............... $ 0.39 $ 0.46 $ 0.55
========== ========== ===========
Diluted earnings per
common share from
continuing operations.... $ 0.37 $ 0.46 $ 0.54
========== ========== ===========
Weighted average number of
common shares
outstanding.............. 173,993 489,171 (134,522)(g) 528,642
========== ========== =========== ===========
Weighted average number of
common and dilutive
potential common shares
outstanding.............. 182,680 490,029 (134,758)(g) 537,951
========== ========== =========== ===========
</TABLE>
See notes to pro forma condensed financial statements.
<PAGE>
WASTE MANAGEMENT, INC.
PRO FORMA CONDENSED
STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1995
(Unaudited)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
---------------------------------------------------
WASTE PRO FORMA
MANAGEMENT WM HOLDINGS ADJUSTMENTS PRO FORMA
---------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Operating revenues......... $1,216,082 $9,100,225 $ -- $10,316,307
---------- ---------- ---------- -----------
Costs and expenses:
Operating (exclusive of
depreciation and
amortization shown
below).................. 672,117 6,514,932 22,924 (b) 6,176,196
(1,033,777)(f)
General and
administrative.......... 169,686 1,091,747 (1,241)(f) 1,260,192
Depreciation and
amortization............ 143,878 -- 1,035,018 (f) 1,178,896
Merger costs............. 26,539 -- -- 26,539
Unusual items............ 4,733 389,359 -- 394,092
Income from continuing
operations held for sale,
net of minority interest.. -- (25,110) -- (25,110)
---------- ---------- ---------- -----------
1,016,953 7,970,928 22,924 9,010,805
---------- ---------- ---------- -----------
Income from operations..... 199,129 1,129,297 (22,924) 1,305,502
---------- ---------- ---------- -----------
Other income (expense):
Interest expense:
Nonrecurring........... (10,994) -- -- (10,994)
Other.................. (58,619) (463,861) -- (522,480)
Interest income.......... 6,682 34,883 -- 41,565
Minority interest........ -- (81,367) -- (81,367)
Other income, net........ 4,891 252,695 -- 257,586
---------- ---------- ---------- -----------
(58,040) (257,650) -- (315,690)
---------- ---------- ---------- -----------
Income from continuing
operations before income
taxes..................... 141,089 871,647 (22,924) 989,812
Provision for income taxes. 60,313 451,741 (19,169)(b) 492,885
---------- ---------- ---------- -----------
Income from continuing
operations................ $ 80,776 $ 419,906 $ (3,755) $ 496,927
========== ========== ========== ===========
Basic earnings per common
share from continuing
operations................ $ 0.56 $ 0.86 $ 1.00
========== ========== ===========
Diluted earnings per common
share from continuing
operations................ $ 0.54 $ 0.86 $ 0.99
========== ========== ===========
Weighted average number of
common shares outstanding. 143,346 485,346 (133,470)(g) 495,222
========== ========== ========== ===========
Weighted average number of
common and dilutive
potential common shares
outstanding............... 150,575 500,312 (137,586)(g) 513,301
========== ========== ========== ===========
</TABLE>
See notes to pro forma condensed financial statements.
<PAGE>
WASTE MANAGEMENT, INC.
NOTES TO PRO FORMA CONDENSED
FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
On July 16, 1998, USA Waste Services, Inc. (this registrant) consummated a
merger transaction with Waste Management, Inc. Effective with the Merger, Waste
Management, Inc. changed its name to Waste Management Holdings, Inc. (herein
referred to as "WM Holdings") and USA Waste Services, Inc. changed its name to
Waste Management, Inc. (herein referred to as "Waste Management").
The accompanying pro forma condensed financial statements present the
issuance of Waste Management common stock in exchange for all outstanding WM
Holdings common stock in a merger transaction accounted for as a pooling of
interests pursuant to Opinion No. 16 of the Accounting Principles Board. The
pooling of interests method of accounting assumes that the combining companies
have been merged from their inception, and the historical financial statements
for periods prior to consummation of the merger are restated as though the
companies had been combined from their inception.
Pursuant to the rules and regulations of the Securities and Exchange
Commission, the pro forma condensed statements of operations exclude the results
of operations associated with discontinued businesses, extraordinary items and
cumulative effects of accounting changes. The pro forma condensed financial
statements do not give effect to any cost savings which may result from the
integration of Waste Management's and WM Holdings' operations, nor do they
include the nonrecurring costs directly related to the Merger which are expected
to be included in operations of Waste Management within 12 months succeeding the
Merger. Such nonrecurring costs have yet to be determined; however, such costs
are expected to be significant.
Certain reclassifications have been made to the historical financial
statements of Waste Management and WM Holdings to conform to the pro forma
presentation. Such reclassifications are not material to the pro forma condensed
financial statements.
2. PRO FORMA ADJUSTMENTS
(a) In June 1997, WM Holdings sold a majority of its Canadian solid waste
businesses to Waste Management and, as a result of such sale, recorded a pre-tax
gain of approximately $61,331,000. Waste Management accounted for this
transaction as a purchase business combination and allocated the purchase price
to the assets acquired and liabilities assumed accordingly. Assuming that Waste
Management and WM Holdings had been combined since their inception, the gain
recorded by WM Holdings in 1997 has been eliminated and the basis recorded by
Waste Management for assets acquired and liabilities assumed has been restored
to WM Holdings' historical book value. In addition, the Pro Forma Condensed
Statements of Operations for the year ended December 31, 1997, and the three
months ended March 31, 1998, have been adjusted for the effect of lower
amortization as a result of restoring the book basis of the assets acquired and
liabilities assumed by Waste Management to the historical book value of WM
Holdings.
(b) Adjustments have been made to conform the accounting for certain
landfill related issues as if the companies had been combined since their
inception. The net impact of those adjustments on income (loss) from
continuing operations was an increase of $1,182,000 and $513,000 for the year
ended December 31, 1997, and the three months ended March 31, 1998,
respectively, and a decrease of $3,755,000 and $880,000 for the years ended
December 31, 1995 and 1996, respectively.
(c) In November 1997, Waste Management purchased a 49% limited partner
interest in a limited partnership, which was formed for the purpose of acquiring
shares of WM Holdings common stock on the open market. The limited partnership
purchased shares of WM Holdings common stock during November 1997 and sold
substantially all of such shares in March 1998. For the three months ended March
31, 1998, Waste Management recorded other income of $28,124,000 for its equity
in the earnings of the limited partnership. An adjustment has been made to
reverse Waste Management's equity in the earnings of the limited partnership to
account for the transaction as if the companies had been combined since their
inception.
(d) The stockholders' equity accounts have been adjusted to reflect the
issuance of 352,435,388 shares of Waste Management common stock for the
486,117,777 shares of WM Holdings common stock issued and outstanding based on
an exchange ratio of 0.725 of a share of Waste Management common stock for each
outstanding share of WM Holdings common stock. The issuance of shares considers
the 507,101,744 shares of WM Holdings common stock issued, the 40,983,967 shares
of WM Holdings common stock held in treasury that will be cancelled upon
consummation of the Merger, and the 20 million shares of WM Holdings common
stock that were issued to reverse certain share repurchases effected by WM
Holdings. The 20 million shares of
<PAGE>
WM Holdings common stock were assumed to be issued through a public sale at an
offering price of $32 per share and net issuance costs of 4% with net proceeds
of $614,400,000 used to reduce the obligation to former Wheelebrator
Technologies Inc. stockholders. The actual proceeds from the WM Holdings common
stock offering did not differ materially from the amounts assumed. See Note 3
below. The actual number of shares of Waste Management common stock to be issued
pursuant to the Merger were based upon the number of shares of WM Holdings
common stock issued and outstanding immediately prior to the consummation of the
Merger.
(e) Adjustments have been made to reclassify WM Holdings' foreign currency
translation adjustment and minimum pension liability to accumulated other
comprehensive income to conform to the presentation of Waste Management as if
the companies had been combined since their inception.
(f) Adjustments have been made to reclassify WM Holdings' depreciation
and amortization from operating expenses and general and administrative
expenses to a separate line item to conform to the presentation of Waste
Management as if the companies had been combined since their inception.
(g) Pro forma basic earnings per common share for each period are based on
the combined weighted average number of common shares outstanding, after giving
effect to the issuance of 0.725 of a share of Waste Management common stock for
each share of WM Holdings common stock. Pro forma diluted earnings per common
share for each period are based on the combined weighted average number of
common and dilutive potential common shares outstanding, after giving effect to
the issuance of 0.725 of a share of Waste Management common stock for each
outstanding share of WM Holdings common stock. The combined weighted average
shares outstanding used in the pro forma basic and diluted earnings per share
calculations are net of the shares of WM Holdings common stock that are held by
the WM Holdings employee stock benefit trust and are treated similar to treasury
shares for earnings per share calculation purposes. The pro forma diluted
earnings per share for the year ended December 31, 1995, and the three months
ended March 31, 1998, have been calculated assuming conversion of certain
convertible debt, and therefore interest, net of taxes, of $9,100,000 and
$5,014,000, respectively, has been added back to income from continuing
operations for this calculation. The Waste Management diluted earnings per
common share for the year ended December 31, 1997, includes 25,125,000 dilutive
potential common shares that become antidilutive for purposes of calculating the
combined pro forma diluted earnings per common share.
3. PRO FORMA EFFECT OF THE OFFERING ON RESULTS OF OPERATIONS
As previously discussed, in order for the Merger to qualify as a pooling of
interests, approximately 20 million shares of WM Holdings common stock were
issued to reverse certain share repurchases effected by WM Holdings. The 20
million shares were assumed to be issued at an offering price of $32 per share,
with net issuance costs of 4% and net proceeds to WM Holdings of $614,400,000.
The actual proceeds from the WM Holdings common stock offering did not differ
materially from the amounts assumed. The assumed proceeds from the sale of stock
of $614,400,000, after payment of dividends on such stock based on the
historical dividend rate, were used to reduce outstanding indebtedness at an
average borrowing rate of 6%. The applicable tax rate is assumed to be 42%. The
following table summarizes the pro forma effect of the equity offering as if the
offering had occurred at the beginning of the periods presented in the Pro Forma
Condensed Statements of Operations:
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
----------------------------- ---------------
1995 1996 1997 1998
-------- -------- ----------- ---------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C> <C>
Pro forma income (loss) from
continuing operations......... $496,927 $291,453 $(1,029,977) $179,272
Decrease in interest expense as
a result of the equity
offering, net of tax benefit.. 20,964 20,943 20,915 5,316
-------- -------- ----------- --------
Pro forma income (loss) from
continuing operations after
the equity offering........... $517,891 $312,396 $(1,009,062) $184,588
======== ======== =========== ========
Pro forma basic earnings per
common share from continuing
operations after the
equity offering............... $ 1.02 $ 0.58 $ (1.80) $ 0.33
======== ======== =========== ========
Pro forma diluted earnings per
common share from continuing
operations after the equity
offering...................... $ 1.00 $ 0.57 $ (1.80) $ 0.32
======== ======== =========== ========
Weighted average number of
common shares outstanding
after the equity offering..... 509,722 543,142 561,032 563,646
======== ======== =========== ========
Weighted average number of
common and potential dilutive
shares outstanding after the
equity offering............... 527,801 552,451 561,032 588,840
======== ======== =========== ========
</TABLE>
<PAGE>
(c) EXHIBITS
23.1 Consent of Arthur Andersen LLP.
<PAGE>
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.
WASTE MANAGEMENT, INC.
By: /s/ EARL E. DeFRATES
----------------------------
Earl E. DeFrates
Executive Vice President &
Chief Financial Officer
/s/ BRUCE E. SNYDER
----------------------------
Bruce E. Snyder
Vice President &
Chief Accounting Officer
August 3, 1998
<PAGE>
INDEX TO EXHIBITS
23.1 Consent of Arthur Andersen LLP.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report on Waste Management, Inc. (now known as Waste Management Holdings, Inc.
pursuant to the merger agreement dated March 10, 1998, which became effective
July 16, 1998) dated February 24, 1998 (except for the matters discussed in Note
19, as to which the date is March 17, 1998) included in Waste Management, Inc.'s
report on Form 8-K/A dated July 16, 1998, and into USA Waste Services, Inc.'s
(now known as Waste Management, Inc. pursuant to the merger agreement dated
March 10, 1998, which became effective July 16, 1998) previously filed
Registration Statements on Form S-3 (File Nos. 333-00097, 333-08573, 333-32471,
333-33889 and 333-52197), on Form S-4 (File Nos. 333-31979, 333-32805 and 333-
49253), and on Form S-8 (File Nos. 33-43619, 33-72436, 33-84988, 33-84990,
33-59807, 33-61621, 33-61625, 33-61627, 333-02181, 333-08161, 333-14115, 333-
14613, 333-34819, 333-51975, 333-56113 and 333-59247).
Chicago, Illinois
July 30, 1998
