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SEC _ Waste Management PowerPoint Presentation - brandon miller


									                    SEC Presentation:
                        10-K & S-3
                  Waste Management, Inc.

By: Brandon Miller, Brianne Miller,
    Sara Shirk, & Jered Rogers
                 WMI Profile
 International provider of comprehensive waste
  management services
 WM is now organized into 66 Market Areas
   • 58 in the U.S.
   • 8 in Canada
 Operations include collection, disposal, and
 Headquarters: Houston, TX
         WMI Statistics
Serves 25 million residential customers
Serves 2 million commercial
30,000 Collection Vehicles
57,000 Employees
Fiscal Year Ends: December 31
      Today‟s $40 Billion Market

 Privately Held Cos 24%    WMI 28%

Other Public Cos 4%

  Republic Svs 6%

                          Public Sector 24%
     Allied Waste 14%
            Over $11 Billion in Revenues
 About the same size as:          And larger than:

 Eli Lilly                            Marriott
 Office Depot                        Whirlpool
 Williams
                                   Schering Plough
 Toys „R‟ Us
                                  Consolidated Edison
 Oracle
 Tyson Foods                           MBNA

A Fortune 200 Company
Based on 2001 reported revenues
Stock Information
        Fraud Revealed
March of 2002 the SEC announced it
 had filed suit against the founder and
 five other top officers.
The officers were charged with
 perpetrating a massive financial fraud
 for the years 1992-1997
 The SEC noted Waste Management:

 Avoided depreciation expense by assigning
  inflated salvage values and extending useful
 Failed to record expenses for decreases in the
  value of landfills
 Established inflated environmental reserves
 Improperly capitalized a variety of expenses
 Failed to establish reserves for income taxes
       WMI Restatement
 On January 28, 1998 Waste Management
  issued a report that it would restate
  earnings for the years in question.
 The cumulative effect of this restatement
  was 2.9 Billion After tax
 The SEC eventually settled charges with
  Arthur Andersen of 7 million dollars
 Filing Requirements for 10-K

 Must be filed annually
 Must be filed with the SEC within 90 days
  after the end of the company's fiscal year
 Requires Basic Information Package (BIC)
The BIC should describe the following:
 The general development of the business
 The location and general character of the principal
  plants, mines and other materially important physical
 Any material pending legal proceedings
 Submission of Matters to a Vote of Security Holders
 The principal United States market or markets in
  which each class of the registrant's common equity is
  being traded
        Filing Requirements for 10-K
 The principal market or markets in which stock is traded
 All securities sold by the registrant within the past three
 Selected financial data for each of the last five fiscal years
 Financial condition, changes in financial condition and
  results of operations
 Quantitative information about market risk as of the end of
  the latest fiscal year
 Financial Statements and Supplementary Data
   Filing Requirements for 10-K
 All securities of the registrant sold by the registrant
  within the past three years
 Changes in and Disagreements with Accountants on
  Accounting and Financial Disclosure
 Directors and Executive Officers of the Registrant
 Executive Compensation
 Certain Relationships and Related Transactions
 Evaluation of disclosure controls and procedures,
  changes in internal controls, asset-Backed Issuers
       10-K Conclusion

Waste Management followed the filing
requirements mandated by the SEC.
        2002 Financial Results
($ in Millions, except EPS)
                                           % of
                               2002      revenues

Revenues                      $ 11,142
Operating Expense               6,743       60.5%
SG&A                            1,529       13.7%
D&A                             1,222       11.0%
Interest Expense                  462        4.1%
Net Income                        822        7.4%
Diluted EPS                      1.33
  Key Finance Accomplishments

 Increased EBIT by $95 million in 2002
 Issued $500 million 30-year notes in May and $400
  million 10-year notes in November
 Changed external auditor to Ernst & Young, LLP
 Accelerated earnings reporting schedule & SEC
  filings by one full week
 Moody‟s recently announced that they are reviewing
  WM for a rating upgrade.
          2003 Guidance
 Revenue approximately $11.6 billion,
  growth expected to primarily come from
 SG&A projected to be reduced 11% to
  11.5% by year end
 Acquisition capital of up to $375 million
 Share repurchases between $600 million to
  $1 billion
           Why file an S-3?
 1933 Securities Act regulates the original
  distribution of securities in order to assure that
  investors have sufficient information in order to
  make an informed investment decision

 The Act requires filing of a registration statement
  with the SEC each time new securities are offered
  for sale
            S-3 Requirements
 A company may file an S-3 if:
   • the company has filed reports on a timely basis with
     the SEC for at least one year
   • the company must not have defaulted on any
   • the company must have at least $75 million of voting
     stock outstanding
 There are two parts to an S-3:
   • Part I: Prospectus consists of information thought
     to be important to reach an informed investment
   • Part II: Supplementary and SEC procedural data
                   S-3 Part I:
       Information Required in Prospectus
 Summary Information, Risk Factors, and Ratio of Earnings to Fixed
 Use of Proceeds
  Determination of Offering Price
  Selling Security Holders
 Plan of Distribution
 Description of Securities to Be Registered
 Interests of Named Experts and Counsel
  Material Changes
  Incorporation of Certain Information by Reference
  Disclosure of Commission Position on Indemnification for Securities Act
              S-3 Part II:
      Information Not Required in
 Other Expenses of Issuance and
 Indemnification of Directors and Officers
 Exhibits
 Undertakings
      Additional Information

 Securities to be registered by S-3: $1,868,070,886
 Waste Management added a risk statement in an
  amendment to their initial S-3: “You may not be
  able to sell the debt securities- There will be no
  active trading market for the debt securities we
  issue and a market may never develop.”
        Our Conclusion

Waste Management followed the filing
requirements mandated by the Securities
Act of 1933.
Any Questions or Comments?

         Thanks for listening

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