Exhibit 1 to Form 8-K - --------------------- For further information contact: Claire Buchan, VP Comm, (630)271-2150 Bruce Duncan, VP IR, (630)271-2187 Steve Preston, CFO, (630)271-2637 FOR IMMEDIATE RELEASE January 26, 1999 SERVICEMASTER ACHIEVES 28TH CONSECUTIVE YEAR OF REVENUE AND PROFIT GROWTH DOWNERS GROVE, Illinois -- ServiceMaster (NYSE:SVM) today reported its 28th consecutive year of growth in revenue and profits. Customer level revenue, which includes revenues earned by ServiceMaster franchisees and international partners, increased 15 percent to $6.3 billion. Operating revenue for 1998 rose 19 percent to $4.7 billion. Net income of $190 million was up 16 percent over comparable 1997 income. Diluted earnings per share also rose 16 percent to $.64. For the fourth quarter, revenue was up 17 percent to $1.2 billion, net income rose 17 percent to $48 million and earnings per share increased 14 percent to $.16. "Our results for 1998 reflect the continued strong revenue and profit growth of our Consumer Services network," said ServiceMaster President and Chief Executive Officer Carlos Cantu. "In the future, we will continue to build on the strength of this growing customer base by adding new service lines and expanding our market share for existing service units. In addition to achieving this record revenue and profit growth, 1998 was another year of strong growth in cash flows." ServiceMaster Consumer Services revenue for the year increased 23 percent and exceeded $2 billion for the first time. After-tax profits were up 27 percent to $157 million, representing more than three-quarters of ServiceMaster profits for the year. TruGreen- ChemLawn posted strong revenue and profit growth, reflecting increased customer counts, improved branch efficiencies and the successful launch of the commercial landscape initiative. Terminix reported excellent increases in revenue and profits, demonstrating strong growth in both termite and pest control markets, positive reception to new service initiatives, and improved customer retention. American Home Shield posted exceptionally strong revenue and profit growth as a result of accelerated sales of warranty contracts sold through each of its distribution channels. ServiceMaster Residential and Commercial Services and Merry Maids achieved solid gains in revenue and profits, demonstrating greater operational efficiencies and successful initiatives to bolster sales and profitability in company-owned operations. Rescue Rooter reported solid growth as it began expansion programs in 1998. 1 ServiceMaster Management Services revenue grew seven percent to $2 billion. After-tax profits of $46 million from ongoing core operations were down one percent from 1997. Healthcare experienced success in offering bundled services to customers through vertical sales and Integrated Service. This was offset, however, by declining margins and ongoing challenges throughout the healthcare market. Education posted very solid revenue and profit increases, demonstrating record level customer retention and good overhead controls. Business & Industry achieved gains in revenues and profits, reflecting excellent sales, improved customer retention and successful integration of acquisitions. Earlier this month, ServiceMaster announced that it had formed a strategic venture with Texas Utilities (TU) for the ownership and operation of its energy management business. The venture acquired the assets of ServiceMaster Energy Management and will be owned 85 percent by TU and 15 percent by ServiceMaster. The Company also announced it is exiting the third party management and direct operation of home health care agencies, although it will continue to provide consulting services to this market. The Energy Management transaction resulted in a pre-tax gain of $38 million, which was offset by charges relating primarily to home health care. ServiceMaster serves more than 9 million customers in the United States and in 38 countries around the world, with annual customer level revenue exceeding $6.3 billion. ServiceMaster is a network of quality service companies with two major operating segments, ServiceMaster Consumer Services and ServiceMaster Management Services. ServiceMaster Consumer Services now includes eight market- leading companies-- TruGreen-ChemLawn, Terminix, American Home Shield, Rescue Rooter, ServiceMaster Residential and Commercial Services, Merry Maids, AmeriSpec and Furniture Medic- - - which operate through the ServiceMaster Quality Service Network of approximately 5,800 U.S. Company-owned locations and franchised businesses. ServiceMaster Management Services is the leading facilities management company serving health care, education, and business and industrial facilities with management of plant operations and maintenance, housekeeping, clinical equipment maintenance, food service, laundry, grounds and energy. In accordance with the Private Securities Litigation Reform Act of 1995, the Company notes that statements that look forward in time, which include everything other than historical information, involve risks and uncertainties that may affect the Company's actual results of operations. Factors which could cause actual results to differ materially include the following (among others): weather conditions adverse to certain of the Company's Consumer Services businesses, the entry of additional competitors in any of the markets served by the Company, labor shortages, consolidation of hospitals in the healthcare market, the condition of the U.S. economy, the inability of key suppliers to achieve timely Y2K compliance in their delivery systems or the inability of the Company to make its own systems Y2K compliant, and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. 2 EXHIBIT 1 - --------- THE SERVICEMASTER COMPANY Consolidated Statements of Income (In thousands, except per share data) Three Months Ended Twelve Months Ended December 31, December 31, 1998 1997 1998 1997 ----------- ----------- ----------- ----------- Operating Revenue $ 1,224,611 $ 1,043,458 $ 4,724,119 $ 3,961,502 Operating Costs and Expenses: Cost of services rendered and products sold 977,074 814,816 3,679,612 3,058,160 Selling and administra- tive expenses 148,531 139,761 648,085 559,409 ----------- ----------- ----------- ----------- Total operating costs and expenses 1,125,605 954,577 4,327,697 3,617,569 ----------- ----------- ----------- ----------- Operating Income 99,006 88,881 396,422 343,933 Non-operating Expense (Income): Interest expense 21,901 22,689 92,945 76,447 Interest and investment income (3,385) (3,895) (15,301) (14,304) Minority interest --- 1,315 --- 7,511 ----------- ----------- ----------- ----------- Income before Income Taxes 80,490 68,772 318,778 274,279 Provision for income taxes (pro forma corporate form in 1997, see note 1) 32,524 27,784 128,786 110,809 ----------- ----------- ----------- ----------- Net Income (pro forma corporate form in 1997, see note 1) $ 47,966 $ 40,988 $ 189,992 $ 163,470 =========== =========== =========== =========== Per Share : Basic (pro forma corporate form in 1997, see note 1) $ 0.16 $ 0.15 $ 0.66 $ 0.57 ======= ======= ======= ======= Diluted (pro forma corporate form in 1997, see note 1) $ 0.16 $ 0.14 $ 0.64 $ 0.55 ======= ======= ======= ======= Number of Shares - Basic 296,368 274,338 289,315 285,944 Number of Shares - Diluted 305,663 288,593 298,887 299,640 Cash Distributions Per Share $ 0.09 $ 0.08 $ 0.33 $ 0.31 ======= ======= ======= ======= Price Range Per Share: High Price $23.81 $19.50 $25.50 $19.63 Low Price 16.00 14.00 16.00 10.88 - -------------------------------------------------------------------------------- Notes: 1.The company converted from partnership to corporate form on December 26, 1997. The results shown above for the periods ended December 31, 1997 have been restated to adjust the actual historical information to a basis that assumes that reincorporation had occurred as of the beginning of that year. 2.All share and per share data reflect the three-for-two share split effective August 26, 1998. 3 EXHIBIT 2 - --------- THE SERVICEMASTER COMPANY Condensed Consolidated Balance Sheets (In thousands) As Of Dec. 31, Dec. 31, Assets 1998 1997 Current Assets: ----------- ----------- Cash and cash equivalents $ 66,400 $ 64,876 Marketable securities 54,022 59,248 Receivables, net of allowances 372,375 299,138 Inventories and other current assets 177,405 170,822 ----------- ----------- Total current assets 670,202 594,084 ----------- ----------- Intangible assets, primarily trade names and goodwill, net of accumulated amortization 1,884,002 1,563,309 Property and equipment, net of accum. deprec. 212,160 158,270 Notes receivable, l-t securities, and other 148,487 159,561 ----------- ----------- Total assets $ 2,914,851 $ 2,475,224 =========== =========== Liabilities and Equity Current liabilities $ 753,697 $ 558,177 Long-term debt 1,076,167 1,247,845 Other long-term obligations 128,501 144,764 Shareholders' equity 956,486 524,438 ----------- ----------- Total liab. and shareholders' equity $ 2,914,851 $ 2,475,224 =========== =========== 4 EXHIBIT 3 - --------- Twelve Months Ended Condensed Consolidated Statements of Cash Flows December 31, (In thousands) 1998 1997 ----------- ----------- Cash and Cash Equivalents at January 1 $ 64,876 $ 72,009 Cash Flows from Operations: Net Income 189,992 329,076 Adjustments to reconcile net income to net cash flows from operations: Depreciation 50,644 45,392 Amortization 53,961 47,670 Tax asset recorded upon reincorporation --- (65,000) Deferred 1998 tax payment 83,000 --- Change in working capital, net of acquisition 26,315 14,470 Other, net 1,627 281 ----------- ----------- Net Cash Provided from Operations 405,539 371,889 ----------- ----------- Cash Flows from Investing Activities: Property additions (75,297) (46,232) Sale of equipment and other assets 6,941 4,134 Business acquisitions, net of cash acquired (222,452) (233,689) Proceeds from sale of Energy Management 45,893 --- Net purchases of investment securities (11,011) (16,753) Notes receivable and financial investments (10,645) (3,593) Payments to sellers of acquired businesses (10,271) (4,723) ----------- ----------- Net Cash Used for Investing Activities (276,842) (300,856) ----------- ----------- Cash Flows from Financing Activities: Borrowings, net 310,190 888,528 Payment of borrowings and other obligations (564,448) (160,155) Proceeds from stock offering 208,561 --- Distributions to shareholders and shareholders' trust (75,152) (155,883) Purchase of ServiceMaster stock (18,310) (657,191) Proceeds from employee share plans 12,638 6,526 Other (652) 9 ----------- ----------- Net Cash Used for Financing Activities (127,173) (78,166) ----------- ----------- Cash Increase (Decrease) during the Period 1,524 (7,133) ----------- ----------- Cash and Cash Equivalents at December 31 $ 66,400 $ 64,876 =========== =========== ~ 5