SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                  Annual Report Pursuant To Section 13 Or 15(d)
                     Of The Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1999. Commission File number 1-14762


                            THE SERVICEMASTER COMPANY
           (Exact Name of Registrant as Specified in its Certificate)
                (Successor to ServiceMaster Limited Partnership)


         Delaware                                         36-3858106
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
 Incorporation or Organization)


One ServiceMaster Way, Downers Grove, Illinois                        60515-1700
(Address of Principal Executive Offices)                              (Zip Code)

Registrant's telephone number, including area code: (630) 271-1300

Securities registered pursuant to Section 12(b) of the Act:

                                                Name of Each Exchange
           Title of Each Class                   On Which Registered
           -------------------                  ---------------------
            Common Stock                       New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

         Indicate by Check Mark Whether the Registrant (1) Has Filed All Reports
Required to Be Filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  During  the  Preceding  12 Months  (or for such  Shorter  Period  That the
Registrant Was Required to File Such Reports),  and (2) Has Been Subject to Such
Filing Requirements for the Past 90 Days. Yes O No

     The  Aggregate  Market  Value  of  Shares  Held  by  Non-Affiliates  of the
Registrant  As of March  15,  2000 was  $3,580,033,732.  The  Number  of  Shares
Outstanding  of  the  Registrant's  Common  Stock  as  of  March  15,  2000  was
305,045,000.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Certain parts of the Registrant's Annual Report to Shareholders for the
year ended December 31, 1999 are  incorporated  into Part I, Part II and Part IV
of this Form 10-K.

         Certain parts of the  Registrant's  Definitive  Proxy Statement for the
April 28, 2000 Annual Meeting of Shareholders are incorporated  into Part III of
this Form 10-K.

<PAGE>

                                     PART I

Item 1.  Business

         This annual report on Form 10-K is filed by The ServiceMaster  Company,
a Delaware corporation  (hereinafter sometimes referred to as the "Registrant").
The Registrant and its affiliated entities are referred to as "ServiceMaster" or
the "Company" or the "ServiceMaster enterprise." The Registrant is the successor
to  ServiceMaster  Limited  Partnership,  a  Delaware  limited  partnership.  On
December 26, 1997, by means of a statutory merger,  the Registrant  succeeded to
and became  substituted for  ServiceMaster  Limited  Partnership as the publicly
traded parent entity in the ServiceMaster enterprise.

Forward-Looking Statements

         This Annual Report on Form 10-K contains or  incorporates  by reference
certain forward-looking  statements within the meaning of the Private Securities
Litigation  Reform Act of 1995.  The Company  intends that such  forward-looking
statements  be subject to the safe  harbors  created by such  legislation.  Such
forward-looking  statements involve risks and uncertainties and include, but are
not limited to,  statements  regarding  future events and the  Company's  plans,
goals and objectives. Such statements are generally accompanied by words such as
"intend",  "anticipate",  "believe", "estimate", "expect" or similar statements.
The Company's actual results may differ  materially from such statements.  Among
the  factors  that could  result in such  differences  are the impact of weather
conditions;  increased competition; labor shortages; the continued consolidation
of the U.S. hospital market; and the ability of the Company to make acquisitions
at  reasonable  prices.  Although  the  Company  believes  that the  assumptions
underlying its forward-looking statements are reasonable, any of the assumptions
could  prove  inaccurate  and,  therefore,  there can be no  assurance  that the
results  contemplated in such forward-looking  statements will be realized.  The
inclusion  of  such  forward-looking  statements  should  not be  regarded  as a
representation by the Company or any other person that the future events,  plans
or  expectations  contemplated  by the Company  will be achieved and the Company
notes that past  performance  in operations  and share price is not  necessarily
predictive of future performance.

Principal Business Groups

         The  Registrant  is a holding  company whose shares of common stock are
traded  on the NYSE.  Through  its  subsidiaries,  the  Company  is  engaged  in
providing  a  variety  of  specialty   services  to  homeowners  and  commercial
facilities and supportive management services in several markets,  including the
healthcare market, the education market and certain segments of the business and
industry market.

         The  Company  is  organized  into  two  principal   operating   groups:
ServiceMaster  Consumer  and  Commercial  Services,  whose  operating  units are
headquartered in Memphis,  Tennessee,  and  ServiceMaster  Management  Services,
whose  operating  units are for the most part  headquartered  in Downers  Grove,
Illinois.  (The Consumer and  Commercial  Services  group was identified in Form
10-K Reports for years prior to the 1999 report as "Consumer Services", but that
designation  is now a misnomer in that  several of the  Memphis-based  companies
provide a significant volume of services to commercial customers).

         The two principal  operating  groups have their own holding  companies,
ServiceMaster Consumer Services Limited Partnership and ServiceMaster Management
Services Limited Partnership,  each of which is a wholly owned subsidiary of the
Registrant.  All subsidiaries of the operating group parent companies are wholly
owned,  except  for  WeServeHomes.com  and  two  other  units  in  which  senior
management for those units have purchased  nominal  equity  interests  which are
subject to certain put and call rights.

Trademarks and Service Marks; Franchises

         The  Company's  trademarks  and  service  marks are  important  for all
elements  of the  Company's  business,  although  such  marks  are  particularly
important  in  the  advertising  and  franchising  activities  conducted  by the
Consumer and Commercial companies.  Such marks are registered and are renewed at
each registration expiration date.

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         Within the Consumer and Commercial group,  franchises are important for
the TruGreen ChemLawn,  Terminix,  ServiceMaster  Clean (formerly  ServiceMaster
Residential/Commercial),  Merry Maids, AmeriSpec and Furniture Medic businesses.
Nevertheless,  revenues and profits  derived from  franchise-related  activities
constitute  less  than  10% of  the  revenue  and  profits  of the  consolidated
ServiceMaster  enterprise.  Franchise  agreements  made in the  course  of these
businesses  are  generally  for a term of five  years.  ServiceMaster's  renewal
history is that most of the franchise  agreements which expire in any given year
are renewed.

ServiceMaster Consumer and Commercial Services

     ServiceMaster  Consumer and Commercial Services provides specialty services
to homeowners and commercial  facilities  principally  through eight  companies:
TruGreen  LawnCare  L.L.C  ("TruGreen   ChemLawn");   TruGreen  LandCare  L.L.C.
(formerly  LandCare  U.S.A.,  Inc. which was acquired by  ServiceMaster in March
1999);  The  Terminix  International  Company L.P.  ("Terminix");  ServiceMaster
Residential/Commercial  Services L.P.  ("ServiceMaster Clean"); Merry Maids L.P.
("Merry  Maids");  American Home Shield  Corporation  ("American Home Shield" or
"AHS"); AmeriSpec, Inc. ("AmeriSpec"); Furniture Medic L.P. ("Furniture Medic");
and Rescue  Rooter  L.L.C.  ("Rescue  Rooter").  Rescue  Rooter was  acquired by
ServiceMaster  Consumer  Services on January 1, 1998 and includes the assets and
business of American  Residential  Services, a company acquired by ServiceMaster
in April 1999. The services provided by these companies include: lawn care, tree
and shrub services and indoor plant  maintenance  services under the "TruGreen",
"ChemLawn"  and  "Barefoot"  service  marks;   landscaping  services  under  the
"TruGreen" and "LandCare" service marks; termite and pest control services under
the "Terminix"  service mark;  residential and commercial  cleaning and disaster
restoration services under the "ServiceMaster" and "ServiceMaster Clean" service
marks; domestic housekeeping services under the "Merry Maids" service mark; home
systems and  appliance  warranty  contracts  under the  "American  Home  Shield"
service mark;  home  inspection  services  under the  "AmeriSpec"  service mark;
on-site  furniture  repair and restoration  under the "Furniture  Medic" service
mark;  plumbing and drain cleaning  services under the "Rescue  Rooter"  service
mark;  and  electrical,  plumbing,  heating,  ventilating  and air  conditioning
services under the "ARS" service mark.

         The services provided by Consumer and Commercial Services companies are
part of the ServiceMaster  "Quality Service Network" and are accessed by calling
a single toll-free telephone number:  1-800-WE SERVE.  ServiceMaster  focuses on
establishing  relationships  to  provide  one or more  of  these  services  on a
repetitive  basis to customers.  Since 1986,  the number of customers  served by
Consumer  and  Commercial  Services  has  increased  from fewer than one million
domestic customers to more than 12 million worldwide customers.

         Oversight  responsibility  for the  Consumer  and  Commercial  Services
businesses which are conducted in foreign markets is in the appropriate Consumer
and Commercial domestic operating unit.

         TruGreen ChemLawn.  As of December 31, 1999,  TruGreen ChemLawn had 230
company-owned  branches  and 105  franchised  branches.  With nearly 3.5 million
residential and commercial customers,  TruGreen ChemLawn is the leading provider
of lawn care services in the United  States.  TruGreen  ChemLawn  provides lawn,
tree and shrub care services in Egypt,  Japan,  the Palestine  Authority,  Saudi
Arabia,  and  Turkey  through  licensing  arrangements  and in Canada  through a
subsidiary.  TruGreen  ChemLawn also provides  interior  plantscape  services to
commercial customers. The TruGreen ChemLawn businesses are seasonal in nature.

         TruGreen  LandCare.  On March 18,  1999,  ServiceMaster  completed  the
acquisition of LandCare USA, Inc., a leading provider of commercial  landscaping
services  and  tree  services  (including  line  clearing  and tree  care).  The
landscaping business previously conducted by TruGreen ChemLawn was combined with
the  business  of the  acquired  company and now  operates as TruGreen  LandCare
L.L.C.  TruGreen  LandCare  is a  leading  provider  of  commercial  landscaping
services.  As of December 31,  1999,  TruGreen  LandCare  had 165  company-owned
branches with  approximately  17,000  customers.  The Company has  established a
capital  structure for TruGreen  LandCare whereby 90% of the invested capital is
in the form of intercompany debt and 10% in the form of equity. In 1999, members
of  senior  management  of  TruGreen  LandCare  purchased  8.65%  of the  equity
interest,  representing  0.865% of the total investment in TruGreen  LandCare at
this time,  pursuant to a management  equity plan.  Such  interest is subject to
reciprocal  put and call rights which will become  exercisable  on April 1, 2004
and which will be  consummated on the basis of the then fair market value of the
interest.  The  intercompany  debt  has  been  eliminated  in  the  consolidated
financial statements of the company.

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<PAGE>

         Terminix.  With over 2.5 million  domestic  residential  and commercial
customers Terminix,  through its company-owned branches and through franchisees,
is the  leading  provider  of termite  and pest  control  services in the United
States.  As of December 31, 1999,  Terminix was providing these services through
251 company-owned  branches and 208 franchised  branches in 45 states.  Terminix
also manages the  following  European pest control  companies,  all of which are
subsidiaries  of  TMX-Europe  B.V., a  wholly-owned  subsidiary  of the Company:
Terminix  Ltd.,  a leading  pest  control and wood  preservation  company in the
United  Kingdom and Ireland;  Terminix  B.V. and Riwa B.V.,  each a leading pest
control company in the Netherlands and Belgium;  Anticimex  Development  A.B., a
holding  company for the leading pest  control  company in Sweden and which also
operates in Norway; and Terminix GmbH & Co. KG (formerly the Stenglein Group), a
group of pest control  companies in Germany.  Terminix also provides termite and
pest  control  services  through  licensing   arrangements  with  local  service
providers in 28 other countries and through a subsidiary in Mexico. The Terminix
business is seasonal in nature.

         ServiceMaster  Clean.  ServiceMaster Clean is the leading franchisor in
the  United  States  in  the   residential   and  commercial   cleaning   field.
ServiceMaster  Clean  provides  carpet and  upholstery  cleaning and  janitorial
services,  disaster  restoration  services and window cleaning  services.  As of
December 31, 1999,  these  services were provided to  approximately  1.6 million
residential and commercial  customers  worldwide through a network of over 4,170
independent  franchisees.  ServiceMaster  Clean  provides its  services  through
subsidiaries in Canada,  Germany,  Ireland and the United  Kingdom,  and through
licensing arrangements with local service providers in 17 other countries.

         Furniture Medic.  Furniture Medic provides on-site furniture repair and
restoration  services in 46 states. As of December 31, 1999, these services were
provided  through 600  worldwide  licensees.  Furniture  Medic also provides its
services  through  subsidiaries  in Canada and the United  Kingdom and through a
licensing arrangement with a local service provider in one other country.

         Merry Maids.  With  approximately  415,000 worldwide  customers,  Merry
Maids is the leading provider of domestic house cleaning  services in the United
States.  As of December  31,  1999,  these  services  were  provided  through 33
company-owned  branches  and 1,187  licensees  operating  in all 50  states  and
internationally.  Merry Maids also provides  domestic  house  cleaning  services
through  subsidiaries  in Canada and the United  Kingdom and  through  licensing
arrangements with local service providers in 9 other countries.

         American  Residential   Services/Rescue  Rooter.  American  Residential
Services  ("ARS"),  a  leading  provider  of  electrical,   plumbing,   heating,
ventilation and air  conditioning  services,  was acquired by  ServiceMaster  in
April 1999 and the ARS business  was  thereafter  combined  with the business of
Rescue Rooter, which provides plumbing and drain cleaning services. As combined,
the ARS/Rescue Rooter business  performed services for approximately 1.3 million
customers  in  1999 in 21  states  through  93  company-owned  branches  and one
franchise  location.  Rescue  Rooter also provides  plumbing and drain  cleaning
services  through a licensing  arrangement  with a local service provider in one
other country.  The Company has  established a capital  structure for ARS/Rescue
Rooter whereby 90% of the invested  capital is in the form of intercompany  debt
and 10% in the form of  equity.  In 1999,  members of senior  management  of the
combined businesses purchased 8.5% of the equity interest, representing 0.85% of
the total investment in ARS/Rescue Rooter at this time, pursuant to a management
equity plan.  Such interest is subject to  reciprocal  put and call rights which
will become  exercisable  on July 1, 2004 and which will be  consummated  on the
basis of the then fair market value of the interest.  The intercompany  debt has
been eliminated in the consolidated financial statements of the company.

         American Home Shield. AHS is a wholly-owned subsidiary of ServiceMaster
Consumer  Services L.P. AHS is a leading  provider of home systems and appliance
warranty  contracts  ("warranty  contracts")  in the  United  States,  providing
homeowners  with  contracts  covering  the  repair or  replacement  of  built-in
appliances,  hot water heaters and  electrical,  plumbing,  central  heating and
central air conditioning  systems which malfunction by reason of normal wear and
tear.  Warranty  contracts are sold through  participating real estate brokerage
offices in conjunction with resales of  single-family  residences to homeowners.
AHS also sells warranty contracts directly to non-moving  homeowners by renewing
existing  contracts and through  various other  distribution  channels which are
currently  being  expanded.  As of December  31, 1999,  AHS  warranty  contracts
provided for  services to  approximately  795,000  homes  through  approximately
21,750 independent repair maintenance  contractors in 50 states and the District
of Columbia,  with  operations in California,  Texas and Arizona  accounting for
24%,  22% and

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<PAGE>

7%,  respectively,  of gross  contracts  written by AHS. AHS also  provides home
service warranty contracts through a licensing  arrangement with a local service
provider in Saudi Arabia.

         AmeriSpec.  AmeriSpec is a wholly-owned subsidiary of AHS. AmeriSpec is
a leading provider of home inspection  services in the United States.  AmeriSpec
provides  home  inspection  services  through one  company-owned  branch and 345
franchise locations. During 1999, AmeriSpec conducted approximately 133,000 home
inspections in 47 states and Canada, with operations in California, New York and
Illinois  accounting  for 22%, 6% and 5%,  respectively,  of the gross number of
inspections conducted through AmeriSpec.

ServiceMaster Management Services

         ServiceMaster pioneered the providing of supportive management services
to health care  facilities by instituting  housekeeping  management  services in
1962. Since then,  ServiceMaster  has expanded its management  services business
such that it now provides a variety of supportive  management services to health
care,  education and business and industrial customers (including the management
of housekeeping,  plant operations and maintenance,  laundry and linen,  grounds
and  landscaping,  clinical  equipment  maintenance,  food  service,  and  total
facility  management).  ServiceMaster's  general  programs  and systems free the
customer to focus on its core business activity with confidence that the support
services are being managed and performed in an efficient manner.

         ServiceMaster  Management  Services is organized into operating  units,
each of which provides  service on a nationwide  basis within its market.  These
markets are: Healthcare Management Services;  Education Management Services; and
Business & Industry Management  Services.  The responsibility for overseeing the
Management  Services businesses which are conducted in foreign markets lies with
Management Services senior management and designated parent company officers.

         As  of  December  31,  1999,   ServiceMaster  Management  Services  was
providing  supportive  management  services to  approximately  1,290 health care
customers and to approximately 470 educational and commercial  customers.  These
services  were being  provided in all 50 states and the  District  of  Columbia.
Outside of the United States,  ServiceMaster was providing  management  services
through subsidiaries in Canada and Japan and through licensing arrangements with
local service providers in 24 other countries.

         Healthcare   Management   Services.    The   Healthcare   division   of
ServiceMaster  Management Services L.P. is a leading provider to the health care
market  of  supportive   management   services,   including  the  management  of
housekeeping,  plant operations and maintenance,  laundry and linen, grounds and
landscaping,  clinical equipment  maintenance,  food services and total facility
management.  As of December 31,  1999,  the  Healthcare  division was serving in
approximately  1,290 healthcare  facilities.  Although the healthcare market has
undergone significant consolidation in recent years, ServiceMaster believes that
there  continues to be potential for expansion in the  healthcare  market due to
the  trend  of  healthcare   facilities  to  outsource  more  of  their  service
requirements.

         Education Management Services.  The Education division of ServiceMaster
Management  Services  L.P.  is a leading  provider  to the  education  market of
maintenance,  custodial and grounds services.  The facilities which comprise the
education  market  include  primary  schools,   secondary   schools  and  school
districts,  private  specialty  schools and  colleges  and  universities.  As of
December  31,  1999,   ServiceMaster  was  serving  280  educational  customers.
ServiceMaster  believes there is potential for expansion in the education market
due to its current  relatively  low  penetration of that market and the trend of
educational   facilities   to  consider   outsourcing   more  of  their  service
requirements.  However,  a majority of the  educational  facilities  continue to
assume direct responsibility for managing their support functions.

         Business  &  Industry  Management  Services.  The  Business  & Industry
division of  ServiceMaster  Management  Services  L.P. is a leading  provider of
plant operations and maintenance,  custodial and grounds management  services to
business and industrial customers in selected markets.  Such markets include the
food processing,  transportation,  healthcare  products and automotive  markets.
ServiceMaster  believes that there is potential for expansion in these  business
and industrial markets due to  ServiceMaster's  current low penetration of those
markets,  the trend of businesses to consider  outsourcing more of their service
requirements  and the trend of

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governmental  units to privatize parts of their  operations.  As of December 31,
1999,  ServiceMaster  was  serving  approximately  190  business  or  industrial
customers.

1999 Strategic Business Initiatives

         During the year 1999, the Company  launched two new strategic  business
initiatives.

         E-Commerce   Initiative.   The  Company  initiated   planning  for  the
organization  of  a  new  Internet  company  to  provide  comprehensive  on-line
solutions for home services,  products and information. On January 20, 2000, the
Company,  in  conjunction  with  Kleiner,  Perkins,  Caufield & Byers  ("KPCB"),
announced the formation and initial funding of  WeServeHomes.com,  Inc. ("WSH"),
as the Internet  company which will provide such  solutions at a website  having
the URL  "WeServeHomes.com".  The equity interests in WSH are currently  divided
between ServiceMaster (approximately 84%) and KPCB (approximately 16%, for which
KPCB  contributed  $15 million in cash on January 19, 2000).  KPCB also received
warrants to purchase  an  additional  $11.5  million in capital  stock.  Certain
senior managers in the ServiceMaster  enterprise will purchase an approximate 1%
equity  interest  for $1  million  in  transactions  which  are  expected  to be
completed in April 2000. ServiceMaster will support the Internet company through
intensive  co-branding efforts,  access to the customer base of its Consumer and
Commercial Services operating units, the fulfillment support of those units, and
licenses for the use of certain trademarks.

     Site Service and Information  Resources  Initiatives.  The Company expanded
its  outsourcing,  site  service and  information  resources to the business and
commercial markets.

Other Businesses

         ServiceMaster  Diversified  Health  Services.  In  1999,  ServiceMaster
Diversified   Health   Services   ("DHS")   provided   management   services  to
freestanding, hospital-based and government-owned nursing homes, skilled nursing
facilities, and assisted living facilities; the sale of various medical products
and supplies;  and pharmacy  management.  In January 1999,  DHS sold its hospice
business in connection  with the  ServiceMaster  Home Health Care sale described
below. In December 1999, DHS sold its  rehabilitation  services business and its
architectural services business.

         ServiceMaster Employer Services. ServiceMaster Employer Services is one
of the nation's larger  professional  employer  organizations.  It provides more
than 990 clients with administrative processing of payroll, workers compensation
insurance, health insurance, unemployment insurance and other employee benefits.

         International   Operations.   Consumer  and  commercial   services  and
supportive  management  services in  international  markets are provided  either
through  licensing  arrangements  with local  entities or  ownership  of foreign
operating  companies  acquired by  ServiceMaster.  Except as noted below,  these
activities in Europe, Latin America and the Middle East are administered as part
of the  operations  of the  appropriate  Consumer  and  Commercial  Services  or
Management Services operating units. Operating arrangements and market expansion
efforts in the Pacific Rim are administered by the parent company.

Dispositions

         Energy Management Services. In January 1999, ServiceMaster  transferred
its energy  management  services  business to a  subsidiary  of Texas  Utilities
Company and acquired a 15% equity  interest in the subsidiary  company.  In June
1999, ServiceMaster sold this 15% equity interest to Texas Utilities Company.

         Premier Automotive Services.  In April 1999,  ServiceMaster sold one of
its specialty services units (Premier  Automotive  Services) to Durr AG. Premier
Automotive  Services  provided  cleaning  services  for paint  booths  and other
related maintenance services in the automotive industry.

         Home  Health  Care.  On January 4, 1999,  ServiceMaster  announced  the
completion  of its  strategic  review of its home health care  business  and its
decision to sell its direct  operations of home health care agencies and certain
support  operations.  This decision was implemented at various points throughout
the year such that,  by  December

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31, 1999,  the  company's  home health care  services  were limited to providing
consulting services to certain providers of home health care.

Other Activities

         Supporting Departments. The Company has various departments responsible
for  technical,   engineering,   management  information,  planning  and  market
services, and product and process development activities. Various administrative
support  departments  provide  personnel,   public  relations,   administrative,
education, accounting, financial and legal services.

         Manufacturing  Division.  ServiceMaster  has a  manufacturing  division
which formulates, combines and distributes supplies, products and equipment that
are used internally in providing  management services to customers and which are
sold to licensees  for use in the operation of their  businesses.  ServiceMaster
has a small share of the market for the manufacture and distribution of cleaning
equipment, chemicals and supplies.

         Venture Fund.  ServiceMaster  Venture Fund L.L.C.,  a subsidiary of the
parent company (the "Venture Fund"),  invests in emerging growth companies which
show an ability to provide  innovative  service  technologies to ServiceMaster's
current and new customers. The Venture Fund is managed so as not to be intrusive
to the ongoing operations of the Company's operating units.

Industry Position, Competition and Customers

         The following  information  is based solely upon  estimates made by the
management   of   ServiceMaster   and  cannot  be   verified.   In   considering
ServiceMaster's industry and competitive positions, it should be recognized that
ServiceMaster  competes  with many other  companies in the sale of its services,
franchises  and products and that some of these  competitors  are larger or have
greater financial and marketing strength than ServiceMaster.

         The principal  methods of competition  employed by ServiceMaster in the
Consumer and Commercial  Services  business are name  recognition,  assurance of
customer satisfaction and a history of providing quality services to homeowners.
The principal  methods of competition  employed by  ServiceMaster in each of the
operating  units in the  Management  Services  business  are  price,  quality of
service and experience in providing management  services.  The principal methods
of competition  employed by ServiceMaster in the Employer  Services business are
name recognition, assurance of customer satisfaction and financial strength.

Consumer and Commercial Operating Units

         The Consumer and Commercial  Services operating units provide a variety
of residential and commercial services under their respective names on the basis
of their and  ServiceMaster's  reputation,  the strength of their service marks,
their size and financial  capability,  and their training and technical  support
services.  The markets served by Terminix and TruGreen  ChemLawn are seasonal in
nature.

         Lawn Care  Services.  TruGreen  ChemLawn,  both  directly  and  through
franchisees,   provides  lawn  care  services  to  residential   and  commercial
customers. Competition within the lawn care market is strong, coming mainly from
regional and local,  independently-owned  firms and from homeowners who elect to
care for their lawns through their own personal  efforts.  TruGreen  ChemLawn is
the leading  national lawn care company  within this market.  TruGreen  ChemLawn
also provides indoor plant maintenance to commercial customers.

         Lawn care  services are regulated by law in most of the states in which
TruGreen ChemLawn provides such services.  These laws require licensing which is
conditional  on a showing of  technical  competence  and  adequate  bonding  and
insurance.  The lawn care  industry is regulated at the federal  level under the
Federal  Insecticide,  Fungicide and  Rodenticide  Act, and lawn care  companies
(such as TruGreen  ChemLawn) which apply herbicides and pesticides are regulated
under the  Federal  Environmental  Pesticide  Control  Act of 1972.  Such  laws,
together  with a variety of state and local laws and  regulations,  may limit or
prohibit the use of certain herbicides and pesticides, and such restrictions may
adversely affect the business of TruGreen ChemLawn.

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         Landscaping and Tree Services.  TruGreen LandCare provides  landscaping
and tree services to commercial  customers.  (See page 2 for a discussion of the
acquisition of LandCare USA, Inc.). The landscape and tree services  industry is
highly competitive.  Most competitors of TruGreen LandCare's  landscape services
are small,  owner-operated  companies  operating in a limited geographic market,
but there are a few large companies  operating in multiple markets.  Competition
in the  line  clearing  market  is  characterized  by a small  number  of  large
companies. The commercial tree services market is characterized by a large group
of small competitors,  most of which are owner-operated  businesses operating in
limited  geographic  areas and a few larger  companies  operating in one or more
regions.

         Termite  and Pest  Control  Services.  The market for  termite and pest
control  services  to  commercial  and  residential   customers   includes  many
competitors.  Terminix is the leading  national termite and pest control company
within this market.  Competition  within the termite and pest control  market is
strong,  coming  mainly  from  regional  and  local,  independently-owned  firms
throughout  the United States and from one other large company which operates on
a national basis.

         Termite and pest control  services are  regulated by law in most of the
states in which Terminix  provides such services.  These laws require  licensing
which is conditional on a showing of technical  competence and adequate  bonding
and  insurance.  The  extermination  industry is regulated at the federal  level
under the Federal  Insecticide,  Fungicide  and  Rodenticide  Act, and pesticide
applicators  (such as Terminix)  are regulated  under the Federal  Environmental
Pesticide  Control Act of 1972. Such laws,  together with a variety of state and
local laws and regulations, may limit or prohibit the use of certain pesticides,
and such restrictions may adversely affect the business of Terminix.

         Heating,  Ventilating  and Air  Conditioning  Services.  The market for
heating, ventilating and air conditioning services is highly competitive in both
the residential and commercial sectors. ARS believes that its share of the total
potential  market  for such  services  is small  and that  there is  significant
potential  for  future  expansion  and  penetration.  Many  states  in which ARS
provides  heating,  ventilating,  and air  conditioning  services  regulate such
services. The level of regulation and licensing varies from state to state.

         Plumbing and Drain Cleaning Services. The market for plumbing and drain
cleaning  services is highly  competitive in both the residential and commercial
sectors. Rescue Rooter believes that its share of the total potential market for
such  services  is small and that  there is  significant  potential  for  future
expansion and penetration.  Plumbing is regulated by most states in which Rescue
Rooter  provides  such  services.  The level of  licensing  varies from state to
state.  There  are no state or  federal  guidelines  regulating  drain  cleaning
services.

         Home  Systems and  Appliance  Warranty  Contracts.  The market for home
systems and  appliance  warranty  contracts  is  relatively  new.  ServiceMaster
believes  that AHS  maintains a favorable  position in its  industry  due to the
system  developed  and used by AHS for  accepting,  dispatching  and  fulfilling
service  calls from  homeowners  through a  nationwide  network  of  independent
contractors.  AHS also has a computerized information system developed and owned
by AHS, and an electronic digital voice  communication  system through which AHS
handles requests for service.

         Residential and Commercial  Cleaning Services.  The market for domestic
house  cleaning  services  is highly  competitive.  In urban  areas  the  market
involves  numerous local companies and a few national  companies.  ServiceMaster
believes that its share of the total potential market for such services is small
and  that  there  is  significant   potential  for  further   expansion  of  its
housecleaning   business  through  continued   internal  expansion  and  greater
penetration of the  housecleaning  market.  Through  company-owned  branches and
franchisees,  ServiceMaster  Clean and  Merry  Maids  have a small  share of the
market for the cleaning of residential and commercial buildings.

         Home  Inspection  Services.  AmeriSpec  is a leading  provider  of home
inspection  services  in the United  States.  Competition  within this market is
strong, coming mainly from regional and local, independently-owned firms.

                                       7
<PAGE>

         Furniture  Repair  Services.  The market for on-site  furniture  repair
services  is  relatively  new.   ServiceMaster  believes  that  Furniture  Medic
maintains  a  favorable   position  in  its   industry   due  to  its   patented
environmentally  sensitive  procedure for repairing  furniture in the customer's
home.

Management Services

         Health  Care.  Within the market  consisting  of  general  health  care
facilities  having 50 or more beds,  ServiceMaster  is the  leading  supplier of
plant operations and maintenance,  housekeeping, clinical equipment maintenance,
and  laundry  and  linen   management   services.   As  of  December  31,  1999,
ServiceMaster   was  serving   approximately   1,290   customers   and  managing
approximately  1,620  health  care  facilities.  The  majority  of  health  care
facilities  within  this market not  currently  served by  ServiceMaster  assume
direct responsibility for managing their own non-medical support functions.

         ServiceMaster  believes  that its  management  services for health care
facilities  may expand by the addition of facilities  not presently  served,  by
initiating  additional  services at  facilities  which use only a portion of the
services now offered,  by the  development  of new services and by growth in the
size of facilities served. At the same time, industry consolidation,  changes in
use and methods of health care  delivery and payment for services  (including in
particular changes in Medicare reimbursement regulations) continue to affect the
health care environment.

         Education.  ServiceMaster is a leading provider to the education market
of maintenance,  custodial and grounds  services.  The facilities which comprise
the education market served by ServiceMaster include primary schools,  secondary
schools  and school  districts,  private  specialty  schools  and  colleges  and
universities.  As of December 31, 1999,  ServiceMaster was serving approximately
280  customers  and  managing  approximately  4,845  facilities.   ServiceMaster
believes  there is potential for  expansion in the  education  market due to its
current  relatively low  penetration of that market and the trend of educational
facilities to consider outsourcing more of their service requirements.  However,
a  majority  of  the   educational   facilities   continue   to  assume   direct
responsibility for managing their support functions.

         Business and  Industry.  ServiceMaster  is a leading  provider of plant
operations  and  maintenance,  custodial  and  grounds  management  services  to
business and industrial  customers in selected markets.  ServiceMaster  believes
that there is potential for expansion in those business and  industrial  markets
which  ServiceMaster has elected to emphasize due to ServiceMaster's low current
penetration  of those markets,  the trend of businesses to consider  outsourcing
more of  their  service  requirements  and the  trend of  governmental  units to
privatize  parts of their  operations.  The emphasized  markets include the food
processing,  transportation,  healthcare products, and automotive markets. As of
December 31, 1999,  ServiceMaster  was serving  approximately  190 customers and
managing approximately 5,500 business or industrial facilities.

Major Customers

         ServiceMaster  has no single  customer which accounts for more than 10%
of its total  revenues.  No part of the  Company's  business is  dependent  on a
single  customer  or a few  customers,  the loss of which  would have a material
adverse effect on the Company as a whole. Revenues from governmental sources are
not material.

Employees

         On December 31, 1999, ServiceMaster had a total of approximately 72,000
employees.

         ServiceMaster  provides its employees  with annual  vacation,  medical,
hospital and life insurance  benefits and the right to participate in additional
benefit plans which are described in the Notes to Financial  Statements included
in the Company's  Annual Report to Shareholders  for the Year Ended December 31,
1999.

Year 2000 Computer Program Compliance

         Throughout the year 1999,  the Company  proceeded with its program (the
"Y2K  Program")  to address  Year 2000  ("Y2K")  issues as they might affect the
Company's information technology ("IT") systems,  electronic data

                                       8
<PAGE>

interfaces  and its non-IT  hardware.  The Y2K Program met its objective and the
Company  experienced no material  difficulties  in its internal  programs in the
transition  from  the year  1999 to the  year  2000.  The  Company  also did not
experience any material Y2K-related difficulties with its providers of goods and
services,   and  the  Company  did  not  experience  any  material   Y2K-related
difficulties  in facilities  in which the Company was providing  services to its
customers.

         Several of the  projects  carried out as part of the Y2K  Program  were
upgrades of systems which the Company would have undertaken  irrespective of Y2K
concerns.  In some cases,  including a new  accounting  and financial  reporting
system for the parent company and its Management  Services group,  work on these
systems was  accelerated  in view of Y2K issues.  Other  upgrades or new systems
were  already  scheduled  for  completion  prior to the year 2000 (such as a new
support  system for American  Home Shield  Corporation  and a new  operating and
financial system for the operations making up TruGreen LandCare).

         The Company's  Y2K costs were not material to the Company's  results of
operations  or  financial  position.  All Y2K  costs  (as  well as the  costs of
installing  the system  upgrades  referred  to above) were funded from cash from
operations.

Item 2.  Properties

         The  headquarters  facility  of  ServiceMaster,  which  also  serves as
headquarters   for   ServiceMaster   Management   Services,   is  owned  by  The
ServiceMaster  Company and is located on a ten-acre  tract at One  ServiceMaster
Way, Downers Grove, Illinois. The building contains approximately 118,900 square
feet of air conditioned  office space, 2,100 square feet of laboratory space and
space  for  food  service   demonstrations  and  dining  facilities.   In  1992,
ServiceMaster  completed the conversion of  approximately  30,000 square feet of
space  formerly used as a warehouse to offices for  Management  Services and for
The Kenneth and Norma Wessner Training Center.

         ServiceMaster  owns a seven-acre,  improved  tract at 2500  Warrenville
Road, Downers Grove,  Illinois,  which is adjacent to its headquarters facility.
ServiceMaster  leases  approximately  half the space  (50,000  square feet) to a
commercial  tenant and the  balance of the space is  utilized  by  ServiceMaster
personnel.

     ServiceMaster  owns a 50,000  square foot  facility  near Aurora,  Illinois
which is used by ServiceMaster as a warehouse/distribution center.

         ServiceMaster  believes that the facilities  described in the preceding
three  paragraphs  will  satisfy  the  Company's  needs for  administrative  and
warehouse space in the Chicago area for the immediate future.

         ServiceMaster owns five properties in Cairo, Illinois,  consisting of a
36,000 square foot,  three-story building used for manufacturing and warehousing
equipment,  supplies and products used in the business;  a warehouse and package
facility   comprising   30,000   square  feet;  a   three-story   warehouse  and
manufacturing  building  consisting  of 43,000  square feet; a 2,500 square foot
building used for a machine shop; and a warehouse  facility  consisting of 6,000
square feet. ServiceMaster also leases one warehouse property with 14,000 square
feet in Cairo,  Illinois.  Management believes that the foregoing  manufacturing
and  warehouse   facilities  are  adequate  to  support  the  current  needs  of
ServiceMaster.

         The headquarters for  ServiceMaster  Consumer Services L.P. are located
in leased  premises at 860 Ridge Lake  Boulevard,  Memphis,  Tennessee.  The 860
Ridge Lake  Boulevard  facility  also serves as the  headquarters  for  TruGreen
ChemLawn, TruGreen LandCare,  Terminix, American Home Shield, AmeriSpec, ARS and
Rescue  Rooter.  The  headquarters  for  ServiceMaster  Clean,  Merry  Maids and
Furniture  Medic are  located in leased  premises  at 889 Ridge Lake  Boulevard,
Memphis, Tennessee.

         A call center is located in leased  premises at 6399 Shelby View Drive,
Memphis,  Tennessee. The center contains approximately 60,000 square feet of air
conditioned office space from which telephone sales,  scheduling  services,  and
other business functions are conducted.

                                       9
<PAGE>

         TruGreen  ChemLawn owns eight  buildings which are used as branch sites
for lawn care services.  These  facilities are located in Colorado (1),  Florida
(1), Georgia (1), Michigan (1), Ohio (3), and Texas (1).  TruGreen-ChemLawn also
leases 199 facilities used as branch sites.

     TruGreen  LandCare  owns four  facilities in Texas which are used as branch
locations. It leases 185 facilities for branch operations.

         Terminix  owns 21 buildings  which are used as branch sites for termite
and pest control  services.  These  properties are all one-story  buildings that
contain  both  office  and  storage  space.  These  properties  are  located  in
California  (3),  Florida (9),  Georgia (1), New Jersey (2),  Tennessee (1), and
Texas  (5).  Terminix  also  leases  232  facilities  in 39  states  for  branch
operations.

         American  Home Shield  leases office space in Santa Rosa and San Ramos,
California, for sales and service operations.  Certain of American Home Shield's
service and data  processing  departments  are located in premises  owned by the
company in Carroll, Iowa.
This facility consists of a 43,000 square foot building on a seven-acre site.

         Out of the 110 acres of land in Santa Rosa, California,  which American
Home Shield owned at the time of its acquisition by  ServiceMaster  in 1989, the
company owned 16.6 acres on March 17, 2000.  This remaining land is divided into
two lots, both of which are under contract to close via escrow in February 2001.

         Rescue Rooter owns four  buildings  and leases 23 facilities  which are
used for branch operations to provide plumbing and drain cleaning services,  and
heating,  ventilating and air  conditioning  services.  The owned facilities are
located in four states, and leased facilities are located in ten states.

         American  Residential  Services  owns  eight  buildings  and  leases 74
facilities,  all of which are used for branch operations to provide  electrical,
plumbing,  heating,  ventilating,  and  air  conditioning  services.  The  owned
facilities are located in seven states, and the leased facilities are located in
16 states.

         The  headquarters  for  Diversified  Health  Services  are located in a
leased facility at 3839 Forest Hill-Irene Road, Memphis,  Tennessee.  DHS leases
other  administrative  facilities in Pennsylvania and Tennessee.  As of March 1,
2000, DHS has an ownership interest in three nursing home facilities, leases one
nursing  home  facility,  and leases  five  assisted  living  facilities.  These
facilities are located in Alabama,  Connecticut,  Florida, Michigan,  Tennessee,
and Texas.

         The  headquarters  for  ServiceMaster  Employer  Services  ("SES")  and
Certified  Systems,  Inc., the principal  subsidiary of SES, are located at 3218
Highway 67,  Mesquite,  Texas.  SES leases other  administrative  facilities  in
Little Rock, Arkansas, and Memphis, Tennessee.

Item 3.  Legal Proceedings

         In  the  ordinary   course  of  conducting  its  business   activities,
ServiceMaster becomes involved in judicial and administrative  proceedings which
involve both private parties and governmental authorities. As of March 17, 2000,
these  proceedings  included a number of general  liability  actions  and a very
small number of environmental proceedings.

         Ray D. Martin v.  ServiceMaster.  In June 1996, Ray D. Martin, a former
salesman employed by ServiceMaster's  Management  Services unit, filed a lawsuit
in the State Court of Fulton County, Georgia (Civ. Action File No. 96VS114677J),
which as originally  filed  contended that the company had not paid him the full
amount of commission  due him on a sale in which he was involved.  In the course
of the pre-trial proceedings, the trial court entered a default judgment against
the  company  (thereby  leaving  under the court's  orders only the  question of
damages to be considered at the trial).  On September 13, 1999, the jury awarded
the plaintiff  compensatory damages of approximately $1 million and on September
14,  1999,  a jury  awarded  the  plaintiff  punitive  damages  and fees of $135
million.  On September 29, 1999,  the trial court entered final judgment for the
plaintiff on the basis of these  verdicts in a total amount of  $136,259,417.79.
Under  Georgia  law,  that  judgment  will  accrue  post-judgment  interest at a
statutory  rate  of 12%  per  annum,  except  for the  portion  of the  judgment
($77,189)  that  represents  pre-judgment  interest.  On October 14,  1999,  the
company  filed a motion for  judgment

                                       10
<PAGE>

notwithstanding  the  verdict  or, in the  alternative,  for a new trial  and/or
remittitur  and a hearing on this  motion  was held on March 9, 2000.  The trial
court presently has the matter under advisement. ServiceMaster believes that the
award of $135 million in punitive damages is not supportable by the facts of the
case or by  applicable  state  law and that the  judgment  will be  reversed  or
substantially  reduced  by the trial  court or, if  necessary,  by an  appellate
court.

Item 4.  Submission of Matters to a Vote of Security Holders

         No matters were submitted  during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.

                                       11
<PAGE>
                                     PART II

Item 5.  Market for Registrant's Shares and Related Shareholder Matters

         Except for the  information set forth in the second and third sentences
of this Item 5, the portions of the ServiceMaster  Annual Report to Shareholders
for 1999 under the captions  "Statements of Shareholders'  Equity" (page 37) and
"Cash  Dividends  Per Share" and  "Price Per Share" in the  Quarterly  Operating
Results  table (page 46) supply the  information  required by this item and such
portions are hereby incorporated herein by reference. The Registrant's shares of
common  stock are listed and  traded on the New York  Stock  Exchange  under the
symbol "SVM".  At March 15, 2000, the  Registrant's  shares of common stock were
held of record by  approximately  41,000  persons.  The Company  estimates  that
another 53,000 persons held shares of the Registrant's common stock in the names
of nominees.

Item 6.  Selected Financial Data

         The portion of the ServiceMaster Annual Report to Shareholders for 1999
in the Financial  Statements and Management  Discussion section ("FSMD Section")
under the caption  "Eleven Year Financial  Summary"  (pages 30-31)  supplies the
information required by this item and such portion is hereby incorporated herein
by reference.

Item 7.  Management Discussion and Analysis of Financial Condition and Results
         of Operations

         Management  Discussion and Analysis of Financial  Condition and Results
of Operations  for the three years ended  December 31, 1999, is contained in the
FSMD Section of the  ServiceMaster  Annual  Report to  Shareholders  for 1999 on
pages 25-29 and is hereby incorporated herein by reference.

Item 8.  Financial Statements and Supplementary Data

         The consolidated  statements of financial  position of ServiceMaster as
of December 31, 1999 and 1998, and the consolidated  statements of income,  cash
flows and shareholders'  equity for the years ended December 31, 1999, 1998, and
1997 and notes to the  consolidated  financial  statements  are contained in the
FSMD Section of the  ServiceMaster  Annual  Report to  Shareholders  for 1999 on
pages 32-46 are incorporated herein by reference.  The report of Arthur Andersen
LLP thereon dated January 24, 2000,  and the summary of  significant  accounting
policies are contained in the FSMD Section of the ServiceMaster Annual Report to
Shareholders  for  1999  on  page  33 and  are  hereby  incorporated  herein  by
reference.

Item 9.  Disagreements on Accounting and Financial Disclosure

         None.

                                       12
<PAGE>
                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

Directors

         The information  contained under the heading "Election of Directors" in
the definitive  proxy  statement for the Company's April 28, 2000 Annual Meeting
of the Shareholders is incorporated herein by reference.

Senior Management Advisers

         The  Bylaws of the  Company  provide  that the Board of  Directors  may
appoint  officers  of the Company or a  subsidiary  and other  persons  having a
special  relationship to ServiceMaster to serve as Senior  Management  Advisers.
Senior Management Advisers attend the meetings of the Board and advise the Board
but do not have the power to vote.  The Board has  determined  that  providing a
greater number of officers the opportunity to advise and interact with the Board
is in the best interest of ServiceMaster as well as the individual officers. The
Senior Management Advisers receive no special compensation for their services in
this capacity.

         The Board of Directors has appointed the persons listed below as Senior
Management  Advisers  effective  as of the 1999  annual  meeting of the Board of
Directors  to serve in such  capacity  until the annual  meeting of the Board of
Directors in 2000 or until otherwise determined by the Board of Directors.

         Robert  D.  Erickson,  age 56,  is an  Executive  Vice  President.  Mr.
Erickson  was a  director  of  ServiceMaster  from  May  1987  to May  1993.  He
previously served as a director of ServiceMaster  from May 1981 to June 1984. He
served  as  the  President  and  Chief  Operating  Officer  of   ServiceMaster's
International business unit from October 1993 to December 1997.

         Donald K. Karnes, age 49, is Group President of ServiceMaster  Consumer
and Commercial  Services.  He served as President and Chief Operating Officer of
TruGreen ChemLawn from January 1992 to December 1995.

         Robert F. Keith, age 43, is Group President of ServiceMaster Management
Services.  He served as President  and Chief  Operating  Officer,  ServiceMaster
Management  Services from January 1, 1997 to October 2, 1998,  and President and
Chief  Operating  Officer,  ServiceMaster  Consumer  Services  from July 1994 to
December 31, 1996.

         Ernest J. Mrozek, age 46, is Group President of ServiceMaster  Consumer
and Commercial  Services.  He served as President and Chief  Operating  Officer,
ServiceMaster  Consumer  Services  from January 1, 1997 to October 2, 1998,  and
Senior Vice President and Chief Financial Officer of the Registrant from January
1, 1995 to December 31, 1996

         Steven C. Preston,  age 39, has served as Executive  Vice President and
Chief  Financial  Officer since July 1, 1998. He served as Senior Vice President
and Chief  Financial  Officer from April 1, 1997 to June 30,  1998.  From August
1993 to March 7, 1997, he was Senior Vice President and Corporate  Treasurer for
First Data Corporation, Atlanta, GA.

         David M. Slott,  age 41, is President  and Chief  Operating  Officer of
TruGreen  Limited  Partnership.  He served as Executive Vice President and Chief
Operating  Officer of TruGreen Limited  Partnership from May 1, 1994 to December
31, 1995.

         Richard W.  Williams,  age 50, is  President  of  Education  Management
Services. He served as Executive Vice President of Education Management Services
from January 1, 1994 to April 1, 1996.

                                       13
<PAGE>

         The following table shows: (i) the names and ages (as of March 1, 2000)
of  the  present  executive  officers  of the  Registrant;  (ii)  all  positions
presently  held by each  officer;  and  (iii)  the year  each  person  became an
officer.  Each person named has served as an officer of the  Registrant  and its
predecessor company continuously since the year shown. There are no arrangements
or understandings between any executive officer and any other person pursuant to
which the officer was or is to be selected as an officer.

<TABLE>
<CAPTION>

                                                                                                       First Became
 Name                      Age      Present Position                                                     An Officer
------------------         ---      ------------------------------------------------------------       ------------
<S>                        <C>      <C>                                                                <C>
C. William Pollard         61       Chairman, Chief Executive Officer and Director                             1977

Carlos H. Cantu            66       Senior Chairman and Director                                               1986

Robert D. Erickson         56       Executive Vice President and a Senior Management Adviser                   1976

Donald K. Karnes           49       Group President, Consumer and Commercial Services, and a
                                    Senior Management Adviser                                                  1992

Ernest J. Mrozek           46       Group President, Consumer and Commercial Services, and a
                                    Senior Management Adviser                                                  1987

Robert F. Keith            43       Group President, Management Services, and                                  1986
                                    a Senior Management Adviser

Phillip B. Rooney          55       President, Business Services Group, and Director                           1997

Vernon T. Squires          65       Senior Vice President and General Counsel                                  1987

Steven C. Preston          39       Executive Vice President and Chief Financial Officer, and
                                    a Senior Management Adviser                                                1997

Eric R. Zarnikow           40       Senior Vice President and Treasurer                                        1994

Deborah A. O'Connor        37       Senior Vice President and Controller                                       1993
</TABLE>


     Messrs.  Pollard and Cantu are also Directors of the Company. See "Election
of Directors" in the  definitive  proxy  statement for the Company's 2000 Annual
Meeting of the Shareholders  for biographical  information with respect to these
persons.  Messrs.  Erickson,  Karnes,  Mrozek,  Keith,  and  Preston  are Senior
Management  Advisers.  See page 13 for biographical  information with respect to
these persons.

         Phillip  B.  Rooney,  age 55, is also a  Director  of the  Company.  He
presently  serves  as  President,  Business  Services  Group.  From  May 1996 to
February 1997 he was President and Chief Executive  Officer of Waste Management,
Inc.,  Oakbrook,  Illinois  ("WMI")  and from  November  1984 to May 1996 he was
President  and Chief  Operating  Officer of WMI. Mr. Rooney is a director of Van
Kampen American Capital, Oak Brook,  Illinois, an investment management company;
Stone Container Corporation,  Chicago,  Illinois, a paper manufacturing company;
Illinois Tool Works,  Inc.,  Glenview,  Illinois,  a  diversified  manufacturing
company;  and Urban Shopping Centers,  Inc.,  Chicago,  Illinois,  a retail real
estate management company.

         Vernon T.  Squires,  age 65, has served as Senior  Vice  President  and
General  Counsel since January 1, 1988. He served as Vice  President and General
Counsel  from April 1, 1987 until  December 31,  1987.  He was an associate  and
partner  with the law firm of Wilson &  McIlvaine  in Chicago,  specializing  in
corporate and tax law, from 1960 to April 1, 1987.

                                       14
<PAGE>

         Eric R.  Zarnikow,  age 40, has  served as Senior  Vice  President  and
Treasurer  since  December 10, 1999.  He served as Vice  President and Treasurer
from May 1, 1994 until December 9, 1999.

         Deborah A.  O'Connor,  age 37, has served as Senior Vice  President and
Controller  since December 10, 1999. She served as Vice President and Controller
from January 1, 1993 until December 9, 1999.

Compliance With Section 16(a) of The Exchange Act of 1934

         Section  16(a) of the  Securities  Exchange  Act of 1934  requires  the
Company's  officers and directors,  and persons who own more than ten percent of
ServiceMaster's  shares,  to file reports of ownership  and changes in ownership
with the Securities and Exchange  Commission (the "Commission") and the New York
Stock Exchange. The Commission's regulations require certain officers, directors
and  greater-than-ten-percent  shareholders  to furnish to the Company copies of
all  Section  16(a) forms that they file.  During  1999,  the  Company  received
Section 16(a) forms from such officers and directors. As of January 1, 2000, the
Company did not have any shareholders with an interest greater than ten percent.

         Based solely on a review of the copies of Section 16(a) forms  received
by the Company or on written representations from certain reporting persons that
no Form 5 was required for those persons,  the Company believes that during 1999
the  officers and  directors  of the Company  complied  with  applicable  filing
requirements.

Item 11.  Executive Compensation

         The information  contained under the heading  "Executive  Compensation"
(except  those  portions  relating  to Item 13  below) in the  definitive  proxy
statement for the Company's  April 28, 2000 Annual  Meeting of  Shareholders  is
incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management

         The information  contained under the heading  "Principal  Shareholders"
and "Management  Ownership" in the definitive  proxy statement for the Company's
April 28, 2000 Annual  Meeting of the  Shareholders  is  incorporated  herein by
reference.

Item 13.  Certain Relationships and Related Miscellaneous Transactions

         The information  contained under the heading  "Executive  Compensation"
(except  those  portions   relating  to  Item  11  above)  and  the  subheadings
"Compensation of Directors" and "Ownership  Information" in the definitive proxy
statement for the Company's April 28, 2000 Annual Meeting of the Shareholders is
incorporated herein by reference.

                                       15
<PAGE>
                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)   Financial Statements, Schedules and Exhibits

         1.  Financial Statements

                  The  documents  shown  below are  contained  in the  Financial
                  Statements and Management  Discussion and Analysis  section of
                  the  ServiceMaster  Annual Report to Shareholders for 1999, on
                  pages 32-46 and are incorporated herein by reference:

                           Summary of Significant Accounting Policies

                           Report of Independent Public Accountants

                           Consolidated Statements of Income for the three years
                           ended December 31, 1999, 1998 and 1997

                           Consolidated Statements of Financial Position as of
                           December 31, 1999 and 1998

                           Consolidated  Statements  of Cash Flows for the three
                           years ended December 31, 1999, 1998 and 1997

                           Consolidated  Statements of Shareholders'  Equity for
                           the three years ended December 31,1999, 1998 and 1997

                           Notes to the Consolidated Financial Statements

         2.  Financial Statements Schedules

                  Schedule  IV--Amounts  Receivable  from  Related  Parties  and
                  Underwriters,  Promoters,  and  Employees  other than  Related
                  Parties:

                           None

                  Included in Part IV of this Report:

                           Schedule VIII--Valuation and Qualifying Accounts

                           Report of Independent Public Accountants on Schedules

                           Exhibit 11 -- Exhibit Regarding Detail of Income Per
                           Share Computation

                           Exhibit 23 -- Consent of Independent Public
                           Accountants

         Other schedules are omitted because of the absence of conditions  under
which they are  required or because  the  required  information  is given in the
financial statements or notes thereto.

                                       16
<PAGE>
         3.   Exhibits

              The exhibits  filed with this report are listed on pages 24-27
herein (the "Exhibits Index").

                  The  following  entries in the Exhibits  Index are  management
                  contracts or compensatory  plans in which a director or any of
                  the named  executive  officers of the  Registrant  does or may
                  participate.  Reference is made to the Exhibits  Index for the
                  filing with the  Commission  which  contains  such contract or
                  plan.
<TABLE>
<CAPTION>

                  Exhibit           Contract or Plan
                  -------           ----------------
                  <C>               <S>
                  10.2              Deferred Directors Fee Agreement

                  10.3              Incentive Reward Compensation Plan

                  10.4              ServiceMaster Profit Sharing and Retirement Plan as amended and
                                    restated effective October 1, 1999

                  10.5              Senior Executive Ownership Election Plan

                  10.6              ServiceMaster 10-Plus Plan.  See also Item 10.11 *

                  10.8              Directors Deferred Fees Plan (ServiceMaster Shares Alternative)

                  10.11             ServiceMaster 10-Plus Plan as amended September 3, 1991 *

                  10.13             ServiceMaster 1994 Non-Employee Directors Share Option Plan**

                  10.15             ServiceMaster 1997 Share Option Plan *

                  10.17             ServiceMaster 1998 Equity Incentive Plan

                  10.20             ServiceMaster 1998 Non-Employee Directors Discounted Stock Option Plan

                  10.21             ServiceMaster 1998 Long-Term Performance Award Plan
</TABLE>

                  ---------

                   *   Superseded by Item 10.17
                  **  Superseded by Item 10.20

                                       17
<PAGE>

(b) Reports on Form 8-K filed during the last quarter of 1999

                  None

Certain Undertakings With Respect To Registration Statements on Form S-8

         For  the  purposes  of  complying  with  the  amendments  to the  rules
governing Form S-8  (effective  July 13, 1990) under the Securities Act of 1933,
the  Registrant   hereby  undertakes  as  follows  which  undertaking  shall  be
incorporated by reference into each of the Registrant's  Registration Statements
on Form S-8, including No. 333-89037:

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  Registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  Registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public  policy  as  expressed  in the  Securities  Act of 1933  and is,
         therefore, unenforceable. In the event that a claim for indemnification
         against such  liabilities  (other than the payment by the Registrant of
         expenses incurred or paid by a director,  officer or controlling person
         of the  Registrant  in the  successful  defense of any action,  suit or
         proceeding) is asserted by such director, officer or controlling person
         in connection  with the  securities  being  registered,  the Registrant
         will,  unless in the opinion of its counsel the matter has been settled
         by controlling precedent, submit to a court of appropriate jurisdiction
         the  question  whether  such  indemnification  by it is against  public
         policy  as  expressed  in the Act and  will be  governed  by the  final
         adjudication of such issue.

                                       18
<PAGE>

                                  SCHEDULE VIII

                            THE SERVICEMASTER COMPANY

                        VALUATION AND QUALIFYING ACCOUNTS
                                 (In thousands)
<TABLE>
<CAPTION>


                                                                        Additions       Deductions
                                                                        ---------       ----------
                                                       Balance at       Charged to     Write-offs of     Balance at
                                                      Beginning of      Costs and      Uncollectible       end of
 Description                                             Period          Expenses        Accounts          Period
 -----------                                        ------------------ ------------- ------------------ -------------
 <S>                                                <C>                <C>           <C>                <C>
 AS OF DECEMBER 31, 1999:
 Allowance for doubtful accounts --

 Accounts receivable (current)                                 $34,153        28,797             25,747       $37,203
                                                    ------------------ ------------- ------------------ -------------
 Notes receivable (current)                                     $4,835           688              3,715        $1,808
                                                    ------------------ ------------- ------------------ -------------


 AS OF DECEMBER 31, 1998:
 Allowance for doubtful accounts--

 Accounts receivable (current)                                 $27,544        25,998             19,389       $34,153
                                                    ------------------ ------------- ------------------ -------------
 Notes receivable (current)                                    $ 4,677           686                528       $ 4,835
                                                    ------------------ ------------- ------------------ -------------



 AS OF DECEMBER 31, 1997:
 Allowance for doubtful accounts--

 Accounts receivable (current)                                 $24,117        20,183             16,756       $27,544
                                                    ------------------ ------------- ------------------ -------------
 Notes receivable (current)                                    $ 2,170         2,507                  0       $ 4,677
                                                    ------------------ ------------- ------------------ -------------
</TABLE>

                                       19
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Shareholders of The ServiceMaster Company:

We have audited in accordance with generally  accepted auditing  standards,  the
financial  statements  included in The ServiceMaster  Company's annual report to
shareholders  incorporated  by reference in this Form 10-K,  and have issued our
report  thereon  dated  January 24, 2000.  Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedules  included
in Part IV in the Form 10-K are the  responsibility of the Company's  management
and are presented  for purposes of complying  with the  Securities  and Exchange
Commission's  rules and are not part of the basic  financial  statements.  These
supporting  schedules have been subjected to the auditing  procedures applied in
the audit of the basic financial statements and, in our opinion, fairly state 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
January 24, 2000

                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

                                             THE SERVICEMASTER COMPANY
                                                       Registrant




Date: March 17, 2000                         By   /s/ C. WILLIAM POLLARD
                                                      C. William Pollard
                                                      Chairman


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in their capacities and on the date indicated.

<TABLE>
<CAPTION>

         Signature                               Title                                  Date
--------------------------           --------------------------------------        ---------------
<S>                                  <C>                                           <C>
/s/ C. WILLIAM POLLARD                      Chairman, Chief Executive Officer       March 17, 2000
    C. William Pollard                            and Director



/s/ CARLOS H. CANTU                         Senior Chairman and Director            March 17, 2000
    Carlos H. Cantu



/s/ STEVEN C. PRESTON                       Executive Vice President and            March 17, 2000
    Steven C. Preston                       Chief Financial Officer (Principal
                                            Financial Officer and Principal
                                            Accounting Officer)



/s/ PAUL W. BEREZNY, JR.                    Director                                March 17, 2000
    Paul W. Berezny, Jr.



/s/ BRIAN GRIFFITHS                         Director                                March 17, 2000
    Brian Griffiths



/s/ SIDNEY E. HARRIS                        Director                                March 17, 2000
    Sidney E. Harris

                                       21
<PAGE>

/s/ GLENDA A. HATCHETT                      Director                                March 17, 2000
    Glenda A. Hatchett



/s/ HERBERT P. HESS                         Director                                March 17, 2000
    Herbert P. Hess



/s/ MICHELE M. HUNT                         Director                                March 17, 2000
    Michele M. Hunt



/s/ GUNTHER H. KNOEDLER                    Director                                March 17, 2000
    Gunther H. Knoedler



/s/ JAMES D. McLENNAN                      Director                                March 17, 2000
    James D. McLennan



/s/ VINCENT C. NELSON                      Director                                March 17, 2000
    Vincent C. Nelson



/s/ DALLEN W. PETERSON                     Director                                March 17, 2000
    Dallen W. Peterson



/s/ PHILLIP B. ROONEY                      Director                                March 17, 2000
    Phillip B. Rooney



/s/ STEVEN S REINEMUND                     Director                                March 17, 2000
    Steven S Reinemund



/s/ BURTON E. SORENSEN                     Director                                March 17, 2000
    Burton E. Sorensen

                                       22
<PAGE>

/s/ CHARLES W. STAIR                       Director                                March 17, 2000
    Charles W. Stair



/s/ DAVID K. WESSNER                       Director                                March 17, 2000
    David K. Wessner
</TABLE>

                                       23
<PAGE>

Exhibit
No.                               Description of Exhibit
-------      -------------------------------------------------------------------


2.1          Merger and  Reorganization  Agreement  as amended  and  restated on
             October 3, 1997 is  incorporated  by  reference to Exhibit 5 to the
             Current  Report  on Form  8-K as  filed  by  ServiceMaster  Limited
             Partnership on December 29, 1997 (the "SMLP December 29, 1997 8-K")
             and to Exhibit 5 to the Current  Report on Form 8-K as filed by The
             ServiceMaster  Company on Form 8-K on February 26, 1998 - second of
             three 8-K reports  filed on that date (the  "Company  February  26,
             1998 8-K, No. 2").

2.2          Certificate of Merger of NewSub B, Inc. into ServiceMaster  Limited
             Partnership  in  accordance  with  Section  17-211 of the  Delaware
             Revised  Uniform  Limited  Partnership  Act  (the  "Reincorporating
             Merger"),  the filing of which was  certified  by the  Secretary of
             State  of the  State  of  Delaware  on  December  17,  1997 and the
             effective  date and time of which was  December  26,  1997 at 11:59
             P.M., Eastern Standard Time, is on file with the Secretary of State
             of the State of Delaware.

2.3          Certificate of Merger of ServiceMaster  Limited Partnership and The
             ServiceMaster   Company  Limited  Partnership  with  and  into  The
             ServiceMaster  Company, a Delaware corporation,  in accordance with
             the General Corporation Law of the State of Delaware, the filing of
             which  was  certified  by the  Secretary  of State of the  State of
             Delaware on December  18, 1997 and the  effective  date and time of
             which was January 1, 1998 at 12:01 A.M.,  Eastern Standard Time, is
             on file with the Secretary of State of the State of Delaware.

2.4          The Plan of  Reorganization  and Agreement and Plan of Merger dated
             as of  November  1,  1998 by and  among  LandCare  USA,  Inc.,  The
             ServiceMaster   Company   and  SVM   Acquisition   Corporation   is
             incorporated   by   reference   to   Appendix   A  to   the   Proxy
             Statement/Prospectus included as part of the Registration Statement
             on Form S-4 as filed by The  ServiceMaster  Company on February 10,
             1999 (SEC Registration No. 333-70191).

2.5          Agreement  and Plan of  Merger  dated as of March  22,  1999 by and
             among  American  Residential  Services,   Inc.,  The  ServiceMaster
             Company  and SVM M9  Acquisition  Corporation  is  incorporated  by
             reference to Exhibit C(1) to the Schedule 14D-1 to the Tender Offer
             Statement as filed by The ServiceMaster Company on March 29, 1999.

2.6  Amended and Restated  Certificate  of  Incorporation  of The  ServiceMaster
     Company,  a Delaware  corporation,  as filed with the  Secretary  of State,
     State of  Delaware,  on November 6, 1997 is  incorporated  by  reference to
     Exhibit 1 to the SMLP December 29, 1997 8-K and to Exhibit 1 to the Company
     February 26, 1998 8-K, No. 2.

2.7  Bylaws of The  ServiceMaster  Company as adopted  on  November  3, 1997 are
     incorporated  by reference  to Exhibit 2 to the SMLP  December 29, 1997 8-K
     and to Exhibit 2 to the Company February 26, 1998 8-K, No. 2.

4.1  Shareholder  Rights  Agreement  between The  ServiceMaster  Company and the
     Harris  Trust  and  Savings   Bank  as  adopted  on  December   12,1997  is
     incorporated  by reference  to Exhibit 3 to the SMLP  December 29, 1997 8-K
     and to Exhibit 3 to the Company February 26, 1998 8-K, No. 2.

4.2  The  ServiceMaster  Company:  Certificate of  Designation,  Preferences and
     Rights of Junior  Participating  Preferred Stock, Series A, is incorporated
     by reference to Exhibit 4 to the SMLP  December 29, 1997 8-K and to Exhibit
     4 to the Company February 26, 1998 8-K, No. 2.

4.3          Indenture  dated as of August  15,  1997  among  The  ServiceMaster
             Company (as successor to ServiceMaster  Limited Partnership and The
             ServiceMaster Company Limited Partnership) and the Harris Trust and
             Savings Bank as trustee is incorporated by reference to Exhibit 4.1
             to the ServiceMaster Limited Partnership, The ServiceMaster Company
             Limited  Partnership,  and  ServiceMaster  Incorporated of Delaware
             Registration  Statement on Form S-3 filed with the  Securities  and
             Exchange   Commission   on  July  28,  1997  (the  "July  28,  1997
             Registration Statement").

                                       24
<PAGE>

4.4          First Supplemental  Indenture dated as of August 15, 1997 among The
             ServiceMaster   Company  (as  successor  to  ServiceMaster  Limited
             Partnership and The ServiceMaster  Company Limited Partnership) and
             the Harris  Trust and Savings  Bank as trustee is  incorporated  by
             reference to Exhibit 4.4 to the Annual  Report on Form 10-K for the
             year ended December 31, 1997 as filed by The ServiceMaster  Company
             (the "1997 10-K").

4.5  Second  Supplemental  Indenture  dated as of  January  1,  1998  among  The
     ServiceMaster  Company (as successor to ServiceMaster  Limited  Partnership
     and The ServiceMaster Company Limited Partnership) and the Harris Trust and
     Savings  Bank as trustee is  incorporated  by reference to Exhibit 2 to the
     Current  Report on Form 8-K as filed by The  ServiceMaster  Company on Form
     8-K on February 26, 1998 - first of three 8-K reports filed on that date.

4.6  Third  Supplemental   Indenture  dated  as  of  March  2,  1998  among  The
     ServiceMaster  Company and the Harris  Trust and Savings Bank as trustee is
     incorporated  by reference to Exhibit 4.3 to the Current Report on Form 8-K
     as filed by The  ServiceMaster  Company on February 27, 1998 (the  "Company
     February 27, 1998 8-K").

4.7  Fourth  Supplemental  Indenture  dated as of August 10, 1999 by and between
     The ServiceMaster  Company and the Harris Trust and Savings Bank as trustee
     is incorporated by reference to Exhibit 3 to the Current Report on Form 8-K
     as filed by The  ServiceMaster  Company  on August 16,  1999 (the  "Company
     August 16, 1999 8-K").

4.8          Indenture  dated as of November 18, 1999 between The  ServiceMaster
             Company and the Harris Trust and Savings Bank as trustee, including
             the form of note annexed  thereto as Exhibit 1, is  incorporated by
             reference to Exhibit 4.16 to The ServiceMaster Company Registration
             Statement  on Form S-3  filed  with  the  Securities  and  Exchange
             Commission  on November 19, 1999 (SEC File Number  333-91381)  (the
             "November 19, 1999 Registration Statement").

4.9  Form of 6.95% Note due August 14,  2007 is  incorporated  by  reference  to
     Exhibit 4.2 to the July 28, 1997 Registration Statement.

4.10 Form of 7.45% Note due August 14,  2027 is  incorporated  by  reference  to
     Exhibit 4.2 to the July 28, 1997 Registration Statement.

4.11 Form of 7.10%  Note due  March 1,  2018 is  incorporated  by  reference  to
     Exhibit 4.1 to the Company February 27, 1998 8-K.

4.12 Form of 7.25%  Note due  March 1,  2038 is  incorporated  by  reference  to
     Exhibit 4.2 to the Company February 27, 1998 8-K.

4.13 Form of 7.875% Note due August 15, 2009 is  incorporated  by  reference  to
     Exhibit 4 to the Company August 16, 1999 8-K.

4.14 Form of 7.875% Note due August 15, 2009 is  incorporated  by  reference  to
     Exhibit 5 to the Company August 16, 1999 8-K.

10.1         $750,000,000  Credit  Agreement  among  The  ServiceMaster  Company
             Limited Partnership,  the First National Bank of Chicago and Morgan
             Guaranty  Trust Company dated as of April 1, 1997, is  incorporated
             by reference to Exhibit 10.2 to the 1997 10-K.

                                       25
<PAGE>

10.2         Form  of  Deferred  Directors  Fee  Agreement  as  assumed  by  The
             ServiceMaster Company in the Reincorporating Merger is incorporated
             by reference to Exhibit  10(c)(4) to the Annual Report on Form 10-K
             for the year  ended  December  31,  1980 as filed by  ServiceMaster
             Limited Partnership (the "1980 10-K").

10.3         Incentive Reward  Compensation Plan as assumed by The ServiceMaster
             Company in the Reincorporating  Merger is incorporated by reference
             to Exhibit 10(c)(6) to the 1980 10-K.

10.4         ServiceMaster  Profit  Sharing and  Retirement  Plan as amended and
             restated  as of October  1,1999 is  incorporated  by  reference  to
             Exhibit 99.1 to The ServiceMaster Company Registration Statement on
             Form S-8 (No. 333-89037) filed with the SEC on October 14, 1999.

10.5 Senior  Executive  Ownership  Election  Plan as  approved  by the  Board of
     Directors on December 10, 1999.

10.6         ServiceMaster  10-Plus Plan as assumed by The ServiceMaster Company
             in the  Reincorporating  Merger is  incorporated  by  reference  to
             Exhibit 4.2 to the ServiceMaster  Limited Partnership  Registration
             Statement on Form S-8 (No. 33-39148) filed with the SEC on February
             26, 1991 (the "10-Plus Registration Statement").

10.7 Form of Option Agreement for the ServiceMaster 10-Plus Plan is incorporated
     by reference to Exhibit 4.3 to the 10-Plus Registration Statement.

10.8         Form  of  Directors  Deferred  Fees  Plan   (ServiceMaster   Shares
             Alternative)  as  assumed  by  The  ServiceMaster  Company  in  the
             Reincorporating  Merger is  incorporated  by  reference  to Exhibit
             10.18 to the Annual Report on Form 10-K for the year ended December
             31, 1990 (the "1990 10-K").

10.9         Form of Directors  Deferred Fees  Agreement  (ServiceMaster  Shares
             Alternative)  as  assumed  by  The  ServiceMaster  Company  in  the
             Reincorporating  Merger is  incorporated  by  reference  to Exhibit
             10.19 of the 1990 10-K.

10.10Form  of  ServiceMaster   Deferred  Fees  Plan  Trust  is  incorporated  by
     reference to Exhibit 10.20 of the 1990 10-K.

10.11        ServiceMaster  10-Plus  Plan as  amended  September  3, 1991 and as
             assumed by The ServiceMaster Company in the Reincorporating  Merger
             is  incorporated by reference to Exhibit 10.21 to the Annual Report
             on Form  10-K for the year  ended  December  31,  1991  (the  "1991
             10-K").

10.12Form of Option  Agreement  for the  ServiceMaster  10-Plus  Plan as amended
     September 3, 1991 is incorporated by reference to Exhibit 10.22 to the 1991
     10-K.

10.13        ServiceMaster  1994  Non-Employee  Directors  Share  Option Plan as
             assumed by The ServiceMaster Company in the Reincorporating  Merger
             is  incorporated  by  reference  to  Exhibit  to the  ServiceMaster
             Limited Partnership  Registration  Statement on Form S-8 filed with
             the  Securities  and  Exchange  Commission  on October 5, 1994 (the
             "Directors Share Plan Registration Statement").

10.14        Form of Option Agreement for the  ServiceMaster  1994  Non-Employee
             Director Share Option Plan is  incorporated by reference to Exhibit
             4.3 to the Directors Share Plan Registration Statement.

10.15        ServiceMaster   1997   Share   Option   Plan  as   assumed  by  The
             ServiceMaster Company in the Reincorporating Merger is incorporated
             by reference to Exhibit 10.28 to the Annual Report on Form 10-K for
             the year ended December 31,1996 as filed by  ServiceMaster  Limited
             Partnership (the "1996 10-K").

                                       26
<PAGE>

10.16Form of Option  Agreement for the  ServiceMaster  1997 Share Option Plan is
     incorporated by reference to Exhibit 10.29 to the 1996 10-K.

10.17ServiceMaster  1998 Equity  Incentive  Plan as adopted on December 17, 1997
     and  approved  by the  shareholders  on  May 1,  1998  is  incorporated  by
     reference to Exhibit 10.15 to the 1997 10-K.

10.18        Form  of  Option  Agreement  for  the  ServiceMaster   1998  Equity
             Incentive Plan  (Non-Qualifying  Stock Options) is  incorporated by
             reference to Exhibit 10.20 to the 1997 10-K.

10.19Form of Option Agreement for the  ServiceMaster  1998 Equity Incentive Plan
     (Incentive  Stock Options) is incorporated by reference to Exhibit 10.21 to
     the 1997 10-K.

10.20ServiceMaster 1998 Non-Employee  Directors  Discounted Stock Option Plan is
     incorporated by reference to Exhibit 10.21 to the 1997 10-K.

10.21ServiceMaster  1998 Long-Term  Performance  Award Plan is  incorporated  by
     reference to Exhibit 10.22 to the 1997 10-K.

11           Exhibit  regarding detail of income per share  computation for each
             of the  three  years  ended  December  31,  1999,  1998 and 1997 is
             incorporated  by  reference  to the footnote on page 45 of the 1999
             Annual Report (defined in Exhibit 13).

13           The ServiceMaster  Annual Report to Shareholders for the year ended
             December 31, 1999 (the "1999 Annual Report"). The parts of the 1999
             Annual Report which are expressly  incorporated into this report by
             reference  shall be deemed filed with this report.  All other parts
             of the 1999 Annual Report are furnished for the  information of the
             Commission and are not filed with this report.

21           Subsidiaries of Registrant

23           Consent of Arthur Andersen LLP

27           Financial Data Schedule (EDGAR filing only)

99.1         Amended  and  Restated   Agreement  of  Limited   Partnership   for
             ServiceMaster  Consumer Services Limited Partnership dated November
             8, 1990 is  incorporated by reference to Exhibit 4.4 to the Current
             Report on Form 8-K as filed by ServiceMaster Limited Partnership on
             November 21, 1990.

99.2         Amended  and   Restated   Agreement  of  Limited   Partnership   of
             ServiceMaster   Management   Services  Limited   Partnership  dated
             December 1991 is  incorporated by reference to Exhibit 28.10 to the
             1991 10-K.

99.3         Amended  and   Restated   Agreement  of  Limited   Partnership   of
             ServiceMaster  Consumer Services Limited Partnership effective June
             30,  1992 is  incorporated  by  reference  to Exhibit  28.12 to the
             Annual Report on Form 10-K for the year ended  December 31, 1992 as
             filed by ServiceMaster Limited Partnership.

                                       27