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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended October 2, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from              to             

 

Commission file number 1-655

 


 

MAYTAG CORPORATION

 


 

A Delaware Corporation   I.R.S. Employer Identification No. 42-0401785

 

403 West Fourth Street North, Newton, Iowa 50208

 

Registrant’s telephone number: 641-792-7000

 


 

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  x    No  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of October 2, 2004:

 

Common Stock, $1.25 par value – 79,219,846

 



Table of Contents

MAYTAG CORPORATION

Quarterly Report on Form 10-Q

Quarter Ended October 2, 2004

 

INDEX

 

PART I

   FINANCIAL INFORMATION     

Item 1.

   Financial Statements     
     Consolidated Statements of Income    3
     Consolidated Balance Sheets    4
     Consolidated Statements of Cash Flows    6
     Notes to Consolidated Financial Statements    7

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    16

Item 3.

   Quantitative and Qualitative Disclosures about Market Risk    25

Item 4.

   Controls and Procedures    25

PART II

   OTHER INFORMATION     

Item 6.

   Exhibits and Reports on Form 8-K    26
     Signatures    27

 

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Part I FINANCIAL INFORMATION
Item 1. Financial Statements

 

Maytag Corporation

Consolidated Statements of Income

 

     Three Months Ended

    Nine Months Ended

 

In thousands, except per share data


   October 2
2004


    September 27
2003


    October 2
2004


    September 27
2003


 

Net sales

   $ 1,186,018     $ 1,221,267     $ 3,557,190     $ 3,520,166  

Cost of sales

     1,028,130       1,000,269       3,039,678       2,885,035  
    


 


 


 


Gross profit

     157,888       220,998       517,512       635,131  

Selling, general and administrative expenses

     122,400       146,492       387,883       403,712  

Restructuring and related charges

     19,062       13,143       54,909       50,458  

Goodwill impairment-Commercial Products

     —         —         9,600       —    

Front-load washer litigation

     —         —         18,500       —    
    


 


 


 


Operating income

     16,426       61,363       46,620       180,961  

Interest expense

     (14,736 )     (12,728 )     (40,843 )     (40,786 )

Adverse judgment on pre-acquisition distributor lawsuit

     —         —         (10,505 )     —    

Other income

     4,326       4,078       7,248       2,265  
    


 


 


 


Income from continuing operations before income taxes

     6,016       52,713       2,520       142,440  

Income tax expense (benefit)

     (1,119 )     17,395       (2,255 )     47,005  
    


 


 


 


Income from continuing operations

     7,135       35,318       4,775       95,435  

Income from discontinued operations, net of tax

     339       1,247       339       844  
    


 


 


 


Net income

   $ 7,474     $ 36,565     $ 5,114     $ 96,279  
    


 


 


 


Basic earnings per common share:

                                

Income from continuing operations

   $ 0.09     $ 0.45     $ 0.06     $ 1.22  

Discontinued operations

     0.00       0.02       0.00       0.01  

Net income

   $ 0.09     $ 0.47     $ 0.06     $ 1.23  

Diluted earnings per common share:

                                

Income from continuing operations

   $ 0.09     $ 0.45     $ 0.06     $ 1.21  

Discontinued operations

     0.00       0.02       0.00       0.01  

Net income

   $ 0.09     $ 0.46     $ 0.06     $ 1.22  

Cash dividends paid per share

   $ 0.18     $ 0.18     $ 0.54     $ 0.54  

 

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Table of Contents

Maytag Corporation

Consolidated Balance Sheets

 

In thousands, except share data


   October 2
2004


   January 3
2004


Assets

             

Current assets

             

Cash and cash equivalents

   $ 57,758    $ 6,756

Accounts receivable-net

     670,079      596,832

Inventories

     572,612      468,345

Deferred income taxes

     48,943      63,185

Other current assets

     57,114      94,030

Discontinued current assets

     —        75,175
    

  

Total current assets

     1,406,506      1,304,323
    

  

Noncurrent assets

             

Deferred income taxes

     168,204      183,685

Prepaid pension cost

     1,617      1,666

Intangible pension asset

     66,615      66,615

Goodwill

     259,413      269,013

Other intangibles

     36,482      37,498

Other noncurrent assets

     51,424      54,069

Discontinued noncurrent assets

     —        60,336
    

  

Total noncurrent assets

     583,755      672,882
    

  

Property, plant and equipment

             

Property, plant and equipment

     2,557,056      2,628,985

Less accumulated depreciation

     1,607,296      1,582,050
    

  

Total property, plant and equipment

     949,760      1,046,935
    

  

Total assets

   $ 2,940,021    $ 3,024,140
    

  

 

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Maytag Corporation

Consolidated Balance Sheets - Continued

 

In thousands, except share data


   October 2
2004


    January 3
2004


 

Liabilities and Shareowners’ Equity

                

Current liabilities

                

Notes payable

   $ —       $ 71,491  

Accounts payable

     471,812       466,734  

Compensation to employees

     55,469       69,388  

Accrued liabilities

     318,889       245,935  

Current portion of long-term debt

     23,007       24,503  

Discontinued current liability

     —         105,739  
    


 


Total current liabilities

     869,177       983,790  

Noncurrent liabilities

                

Long-term debt, less current portion

     973,278       874,832  

Postretirement benefit liability

     535,343       538,105  

Accrued pension cost

     351,874       398,495  

Other noncurrent liabilities

     170,407       144,341  

Discontinued noncurrent liability

     —         18,766  
    


 


Total noncurrent liabilities

     2,030,902       1,974,539  

Shareowners’ equity

                

Preferred stock:

                

Authorized—24,000,000 shares (par value $1.00)

                

Issued—none

                

Common stock:

                

Authorized—200,000,000 shares (par value $1.25)

                

Issued—117,150,593 shares, including shares in treasury

     146,438       146,438  

Additional paid-in capital

     426,966       432,696  

Retained earnings

     1,322,819       1,360,361  

Cost of common stock in treasury (2004—38,002,731 shares; 2003—38,410,885 shares)

     (1,440,237 )     (1,455,706 )

Employee stock plans

     2,746       (817 )

Accumulated other comprehensive loss

     (418,790 )     (417,161 )
    


 


Total shareowners’ equity

     39,942       65,811  
    


 


Total liabilities and shareowners’ equity

   $ 2,940,021     $ 3,024,140  
    


 


 

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Maytag Corporation

Consolidated Statements of Cash Flows

 

     Nine Months Ended

 

In thousands


  

October 2

2004


   

September 27

2003


 

Operating activities

                

Net income

   $ 5,114     $ 96,279  

Adjustments to reconcile net income to net cash provided by continuing operating activities:

                

Net income from discontinued operations

     (339 )     (844 )

Depreciation

     127,014       121,342  

Amortization

     1,022       843  

Deferred income taxes

     29,723       39,850  

Gain on sale of property

     (9,711 )     —    

Restructuring and related charges, net of cash paid

     40,545       36,258  

Goodwill impairment-Commercial Products

     9,600       —    

Front-load washer litigation, net of cash paid

     9,832       —    

Adverse judgment on pre-acquisition distributor lawsuit

     10,505       —    

Changes in working capital items

                

Accounts receivable

     (73,024 )     (110,245 )

Inventories

     (105,996 )     (10,819 )

Other current assets

     36,920       76,717  

Trade payables

     5,396       34,059  

Other current liabilities

     53,839       30,850  

Pension expense

     47,426       48,025  

Pension contributions

     (93,471 )     (137,444 )

Postretirement benefit liability

     (2,762 )     16,408  

Other noncurrent liabilities

     5,071       (5,144 )

Other assets

     4,450       (425 )

Other

     6,543       121  
    


 


Net cash provided by continuing operating activities

   $ 107,697     $ 235,831  

Investing activities

                

Capital expenditures-continuing operations

   $ (67,036 )   $ (133,082 )

Proceeds from business disposition, net of transaction costs

     11,248       13,168  

Proceeds from property disposition, net of transaction costs

     14,251       —    
    


 


Investing activities-continuing operations

   $ (41,537 )   $ (119,914 )

Financing activities

                

Net reduction of notes payable

   $ (71,491 )   $ (60,689 )

Proceeds from issuance of long-term debt

     100,000       200,000  

Repayment of long-term debt

     (4,020 )     (216,522 )

Stock repurchases

     —         (1,021 )

Stock options and employee stock

     3,361       707  

Dividends on common stock

     (42,623 )     (42,351 )

Cash to discontinued operations

     (283 )     (1,038 )
    


 


Financing activities-continuing operations

   $ (15,056 )   $ (120,914 )

Effect of exchange rates on cash

     (102 )     36  
    


 


Increase (decrease) in cash and cash equivalents

     51,002       (4,961 )

Cash and cash equivalents at beginning of year

     6,756       8,106  
    


 


Cash and cash equivalents at end of period

   $ 57,758     $ 3,145  
    


 


 

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MAYTAG CORPORATION

Notes to Consolidated Financial Statements

October 2, 2004

 

NOTE A – BASIS OF PRESENTATION

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. Operating results for the nine-month period ended October 2, 2004 are not necessarily indicative of the results that are expected for the fiscal year ending January 1, 2005. For further information, refer to the consolidated financial statements and footnotes included in the Maytag Corporation annual report on Form 10-K for the year ended January 3, 2004.

 

NOTE B – COMPREHENSIVE INCOME

 

Total comprehensive income and its components, net of related tax are as follows:

 

     Three Months Ended

 

In thousands


  

October 2

2004


   

September 27

2003


 

Net income

   $ 7,474     $ 36,565  

Other comprehensive income (loss) items, net of income taxes

                

Unrealized gains on securities

     333       395  

Less: Reclassification adjustment for (gain) loss included in net income

     (1,066 )     381  

Foreign currency translation gain (loss)

     1,979       (737 )

Less: Reclassification adjustment for foreign currency translation gain included in net income

     (379 )     —    
    


 


Total other comprehensive income

     867       39  
    


 


Comprehensive income

   $ 8,341     $ 36,604  
    


 


 

     Nine Months Ended

In thousands


  

October 2

2004


   

September 27

2003


Net income

   $ 5,114     $ 96,279

Other comprehensive income (loss) items, net of income taxes

              

Unrealized gains on securities

     434       186

Less: Reclassification adjustment for (gain) loss included in net income

     (1,801 )     381

Foreign currency translation gain (loss)

     117       4,851

Less: Reclassification adjustment for foreign currency translation gain included in net income

     (379 )     —  
    


 

Total other comprehensive income (loss)

     (1,629 )     5,418
    


 

Comprehensive income

   $ 3,485     $ 101,697
    


 

 

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Table of Contents

The components of accumulated other comprehensive loss, net of related tax are as follows:

 

In thousands


  

October 2

2004


   

January 3

2004


 

Minimum pension liability adjustment

   $ (416,538 )   $ (416,538 )

Unrealized gains on securities

     —         1,367  

Foreign currency translation loss

     (2,252 )     (1,990 )
    


 


Accumulated other comprehensive loss

   $ (418,790 )   $ (417,161 )
    


 


 

NOTE C – INVENTORIES

 

Inventories consisted of the following:

 

In thousands


  

October 2

2004


  

January 3

2004


     

Raw materials

   $ 70,593    $ 76,024

Work in process

     54,181      51,422

Finished goods

     522,391      415,767

Supplies

     10,815      9,423
    

  

Total FIFO cost

     657,980      552,636

Less excess of FIFO cost over LIFO

     85,368      84,291
    

  

Inventories

   $ 572,612    $ 468,345
    

  

 

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Table of Contents

NOTE D – EARNINGS PER SHARE

 

The following table sets forth the components for computing basic and diluted earnings per share:

 

     Three Months Ended

   Nine Months Ended

In thousands


   October 2
2004


  

September 27

2003


   October 2
2004


   September 27
2003


Numerator for basic and diluted earnings per share - income from continuing operations

   $ 7,135    $ 35,318    $ 4,775    $ 95,435
    

  

  

  

Numerator for basic and diluted earnings per share - discontinued operations

   $ 339    $ 1,247    $ 339    $ 844
    

  

  

  

Numerator for basic and diluted earnings per share - net income

   $ 7,474    $ 36,565    $ 5,114    $ 96,279
    

  

  

  

Denominator for basic earnings per share - weighted-average shares

     79,116      78,588      78,992      78,473

Effect of dilutive securities: Stock option plans

     66      225      232      196
    

  

  

  

Denominator for diluted earnings per share - adjusted weighted-average shares

     79,182      78,813      79,224      78,669
    

  

  

  

 

NOTE E—CONTINGENCIES

 

In 2003, a $12.1 million judgment (composed of $2.1 million compensatory and $10 million punitive damages) was entered against Amana Company, LP, the entity from which Maytag purchased the Amana business in 2001. The case which was assumed by Maytag in the purchase agreement involved the termination of a commercial distributorship prior to Maytag’s acquisition of the Amana business. In May 2004, the 8th Circuit Court of Appeals upheld the earlier judgment. As a result, Maytag recorded a charge of $10.5 million in the second quarter of 2004, bringing its reserve to cover this matter to $12.8 million. The charge is disclosed as a separate line item on the Consolidated Statements of Income. Maytag is pursuing an appeal of this decision.

 

A charge of $18.5 million was recorded in the second quarter of 2004 for the anticipated resolution of product related litigation. This litigation related primarily to early generation front-load washers. The charge was recorded in the Home Appliances segment on a separate line on the Consolidated Statements of Income.

 

The Internal Revenue Service (IRS) is currently examining the company’s federal income tax returns for 2000 and 2001. The IRS has proposed, or is expected to propose adjustments to Maytag’s income and tax credits for tax years 1998 through 2001 that would result in additional tax. The company disagrees with most of these adjustments. Accordingly, the company will vigorously contest all such adjustments at the Appeals level of the IRS, if necessary.

 

Maytag has contingent liabilities arising in the normal course of business, including: guarantees, repurchase agreements, pending litigation, environmental remediation, taxes and other claims which are not considered to be significant in relation to Maytag’s consolidated financial position, results of operations or cash flows.

 

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NOTE F – SEGMENT REPORTING

 

In the third quarter of 2004, Maytag has changed its segment reporting to reflect a reorganization announced in the second quarter. It now discloses two reporting segments: Home Appliances and Commercial Products. The Home Appliances segment manufactures, sells and services major appliances and floor care products. These products are sold primarily to major national retailers and independent retail dealers in North America and targeted international markets. The Commercial Products segment manufactures and sells vending equipment and commercial cooking products. These products are sold primarily to distributors and soft drink bottlers in North America and targeted international markets. Segment information in this report has been reclassified for comparative purposes to reflect the reporting change.

 

Financial information for reportable segments consisted of the following:

 

     Three Months Ended

   Nine Months Ended

In thousands


   October 2
2004


   September 27
2003


   October 2
2004


   

September 27

2003


Net sales

                            

Home Appliances

   $ 1,123,801    $ 1,145,856    $ 3,346,229     $ 3,283,726

Commercial Products

     62,217      75,411      210,961       236,440
    

  

  


 

Consolidated Total

   $ 1,186,018    $ 1,221,267    $ 3,557,190     $ 3,520,166
    

  

  


 

Operating income (loss)

                            

Home Appliances

   $ 15,715    $ 55,813    $ 52,319     $ 161,565

Commercial Products

     711      5,550      (5,699 )     19,396
    

  

  


 

Consolidated Total

   $ 16,426    $ 61,363    $ 46,620     $ 180,961
    

  

  


 

 

The reconciliation of segment profit to consolidated income from continuing operations before income taxes consisted of the following:

 

     Three Months Ended

    Nine Months Ended

 

In thousands


   October 2
2004


   

September 27

2003


   

October 2

2004


   

September 27

2003


 

Total operating income for reportable segments

   $ 16,426     $ 61,363     $ 46,620     $ 180,961  

Interest expense

     (14,736 )     (12,728 )     (40,843 )     (40,786 )

Adverse judgment on pre-acquisition distributor lawsuit

     —         —         (10,505 )     —    

Other - net

     4,326       4,078       7,248       2,265  
    


 


 


 


Income from continuing operations before income tax

   $ 6,016     $ 52,713     $ 2,520     $ 142,440  
    


 


 


 


 

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Table of Contents

Asset information for Maytag’s reportable segments consisted of the following:

 

     For the Period Ended

In thousands


   October 2
2004


   January 3
2004


Total Assets

             

Home Appliances

   $ 2,811,912      2,753,914

Commercial Products

     128,109      134,715
    

  

Total for reportable segments

     2,940,021      2,888,629

Discontinued Operations

     —        135,511
    

  

Consolidated Total

   $ 2,940,021    $ 3,024,140
    

  

 

NOTE G – RESTRUCTURING AND RELATED CHARGES

 

Restructuring and related charges reserve activity for the nine months ended October 2, 2004 consisted of the following:

 

Description of reserve (in thousands)


  

Balance

January 3,
2004


  

Charged to

Earnings
2004


   Reversal of
Prior Period
Charges


    Cash
Utilization


    Non-Cash
Utilization


   

Balance

October 2,

2004


Severance and related expense

   $ 15,326    $ 25,468    $ —       $ (13,616 )   $ —       $ 27,178

Moving of equipment

     —        748      —         (748 )     —         —  

Accelerated depreciation

     —        24,983      —         —         (24,983 )     —  

Asset impairment

     —        2,617      —         —         (2,617 )     —  

Excess inventory

     —        1,453      —         —         (1,453 )     —  

Purchase commitment

     —        1,210      —         —         —         1,210

Reserve on asset held-for-sale

     1,570      —        (1,570 )     —         —         —  
    

  

  


 


 


 

Total

   $ 16,896    $ 56,479    $ (1,570 )   $ (14,364 )   $ (29,053 )   $ 28,388
    

  

  


 


 


 

 

In the fourth quarter of 2002, Maytag announced that it would close its refrigeration manufacturing facility in Galesburg, Illinois by December 2004, and it ceased production there in September 2004. In connection therewith, the Company recorded $48.4 million and $67.1 million in pre-tax restructuring and related charges in 2003 and 2002, respectively, including $48.4 million and $32.8 million for asset impairments, accelerated depreciation and severance and related costs. The remaining $34.3 million charge in 2002 involved pension and postretirement health care benefit curtailments that were charged to Accrued pension cost and Postretirement benefit liability on the Consolidated Balance Sheets. Pre-tax restructuring and related charges of $11.9 million and $36.4 million were recorded in the third quarter and first nine months of 2004, respectively. Cash expenditures for the three and nine months ended October 2, 2004, were $0.5 million and $3.7 million, respectively. The closure of the facility has resulted in a workforce reduction of approximately 1,420 positions through the end of the third quarter of 2004. Hourly production workers held the majority of these positions. Approximately 180 positions remain, most of them until the first quarter of 2005.

 

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In the first quarter of 2004, the Company sold a former cooking appliance manufacturing facility in Indianapolis, Indiana. In 1996 the Company had ceased production at the facility, classified the net assets as held-for-sale and reduced the property’s carrying value to its estimated realizable value. The ultimate amount realized resulted in a $1.6 million reversal of the reserve recorded against those net assets. This reversal was netted against the pre-tax restructuring and related charges within the Home Appliances segment.

 

In the second quarter of 2004, the Company announced a comprehensive restructuring plan to consolidate the Hoover Floor Care, Maytag Appliances, and Corporate Headquarters organizations. Pre-tax restructuring and related charges of $7.2 million and $20.1 million were recorded in the third quarter and first nine months of 2004, respectively. Cash expenditures for the three and nine months ended October 2, 2004, were $7.0 million and $10.7 million, respectively. It is anticipated that the restructuring plan will result in a workforce reduction of approximately 1,100 positions by the end of 2004. Approximately 750 positions have been eliminated through October 2, 2004. The majority of the expenses were recorded in the Home Appliances segment.

 

NOTE H – STOCK PLANS

 

The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations in accounting for its employee stock options and awards. Under APB 25, employee stock options are valued using the intrinsic method, and no compensation expense is recorded when the exercise price of options equals or is greater than the fair market value of the underlying stock on the date of grant. The following table shows the effect on net income and earnings per share if the Company had applied the fair value recognition provision of FASB Statement No. 123, “Accounting for Stock-Based Compensation.”

 

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model.

 

     Three Months Ended

    Nine Months Ended

 

In thousands except per share data      


   October 2
2004


    September 27
2003


    October 2
2004


    September 27
2003


 

Net income, as reported

   $ 7,474     $ 36,565     $ 5,114     $ 96,279  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects

     (613 )     (753 )     (2,264 )     (3,633 )
    


 


 


 


Pro forma net income

   $ 6,861     $ 35,812     $ 2,850     $ 92,646  
    


 


 


 


Basic earnings per share - as reported

   $ 0.09     $ 0.47     $ 0.06     $ 1.23  

Diluted earnings per share-as reported

   $ 0.09     $ 0.46     $ 0.06     $ 1.22  

Basic earnings per share - pro forma

   $ 0.09     $ 0.46     $ 0.04     $ 1.18  

Diluted earnings per share-pro forma

   $ 0.09     $ 0.45     $ 0.04     $ 1.18  

 

The Company’s weighted-average assumptions used in this model have not changed from January 3, 2004.

 

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NOTE I – WARRANTY RESERVE

 

Maytag provides a basic limited warranty for all of its major appliance, floor care and commercial products. The specific terms and conditions of those warranties vary depending upon the product sold. Maytag estimates the costs that may be incurred and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect Maytag’s warranty liability include the number of units shipped to customers, historical and anticipated rates of warranty claims and cost per claim. Maytag periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary.

 

Changes in the basic limited warranty liability for the nine months ended October 2, 2004 were as follows:

 

Warranty reserve (in thousands)


  

October 2

2004


 

Balance at beginning of period

   $ 103,227  

Warranties accrued during the period

     98,176  

Settlements made during the period

     (91,442 )

Changes in liability for adjustments during the period, including expirations

     5,899  
    


Balance at end of period

   $ 115,860  
    


 

In addition to the basic limited warranty, an optional extended warranty is offered to retail purchasers of the Company’s major appliances. Sales of extended warranties are recorded as deferred revenue within accrued liabilities on the Consolidated Balance Sheet. Deferred revenue is amortized into income on a straight-line basis over the length of the extended warranty contracts. Payments on extended warranty contracts are expensed as incurred.

 

NOTE J–SALE OF RONGSHIDA-MAYTAG

 

During 2001, the Company committed to a plan to dispose of its interest in Rongshida-Maytag, a joint venture in China. Total charges of $45.6 million were recorded to write down the Company’s interest in the net assets of Rongshida-Maytag to its estimated fair value less costs to dispose. No tax benefit was recorded on the $45.6 million capital loss as the recognition of a future tax benefit from this loss is uncertain. In the third quarter of 2004, Maytag completed the sale of its interest in the joint venture for net proceeds of $11.2 million, resulting in an after-tax gain on sale of $0.3 million which is recorded in income from discontinued operations.

 

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NOTE K– PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES

 

The components of net periodic pension cost consisted of the following:

 

     Three Months Ended

    Nine Months Ended

 

In thousands


   October 2
2004


   

September 27

2003


    October 2
2004


   

September 27

2003


 

Components of net periodic pension cost:

                                

Service cost

   $ 6,781     $ 6,304     $ 21,542     $ 23,414  

Interest cost

     25,879       25,395       77,403       76,109  

Expected return on plan assets

     (28,602 )     (25,107 )     (85,798 )     (75,704 )

Amortization of transition assets

     (5 )     (3 )     (19 )     (10 )

Amortization of prior service cost

     2,818       3,381       8,903       9,954  

Amortization of unrecognized actuarial loss

     8,691       4,756       25,395       14,262  
    


 


 


 


Net periodic pension cost

   $ 15,561     $ 14,726     $ 47,426     $ 48,025  
    


 


 


 


 

The Company made $93.5 million in pension contributions in the first nine months of 2004, of which $90.2 million were voluntary contributions to the qualified pension plan. For the remainder of 2004, the Company does not expect to make additional contributions to the qualified pension plan, and contributions to nonqualified pension plans are not expected to be significant.

 

The components of net periodic postretirement medical cost consisted of the following:

 

     Three Months Ended

    Nine Months Ended

 

In thousands


   October 2
2004


    September 27
2003


    October 2
2004


    September 27
2003


 

Components of net periodic postretirement cost:

                                

Service cost

   $ 1,308     $ 5,034     $ 7,898     $ 15,103  

Interest cost

     9,294       11,635       32,308       34,904  

Amortization of prior service benefit

     (7,732 )     (1,757 )     (13,297 )     (5,272 )

Amortization of unrecognized actuarial loss

     4,005       2,766       11,716       8,297  
    


 


 


 


Net periodic postretirement cost

   $ 6,875     $ 17,678     $ 38,625     $ 53,032  
    


 


 


 


 

Net periodic postretirement medical expense decreased in 2004 as the result of new collective bargaining agreements being in effect at the North Canton, Ohio, floor care production facility and the Newton, Iowa, laundry production facility that provides for the elimination of postretirement medical benefits on a transitional basis. During the third quarter of 2004, Maytag also recorded a decrease in ongoing postretirement medical expenses associated with the Galesburg, Illinois, refrigeration production facility.

 

Net periodic postretirement medical cost also decreased in 2004 as the result of the elimination of postretirement benefits for certain salaried employees in 2003. Finally, Maytag’s adoption of FSP 106-b in conjunction with the change in Medicare prescription drug coverage further reduced these costs (see “Impact of Recently Issued Accounting Standards” note below for further information).

 

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NOTE L – GOODWILL IMPAIRMENT

 

In the second quarter of 2004, Maytag recorded a $9.6 million charge for goodwill impairment related to the commercial cooking equipment business. Maytag’s policy for goodwill impairment testing is to calculate the fair value of reporting units on an annual basis in the fourth quarter. The fair value is calculated as the net present value of future cash flows that are determined from Maytag’s annual business planning process. However, the commercial cooking reporting unit experienced significant unanticipated operating losses in the first half of 2004. The magnitude of the losses was an indication of potential goodwill impairment, and the Company performed a goodwill impairment test in the second quarter. As a result of this test, goodwill in the commercial cooking business was reduced from $14.1 million to $4.5 million. The charge is reported as a separate line item on the Consolidated Statements of Income and was recorded in the Commercial Products segment.

 

NOTE M – IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

 

ACCOUNTING FOR MEDICARE ACT

 

On December 8, 2003, the “Medicare Prescription Drug Improvement and Modernization Act of 2003” (“the Act”) was signed into law. The Act introduces a prescription drug benefit under Medicare as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least “actuarially equivalent” to Medicare Part D.

 

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003”) was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. This FSP superseded FSP FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003.” The FSP is effective for the first interim or annual period beginning after June 15, 2004.

 

The guidance in this FSP applies only to the sponsor of a single-employer defined benefit postretirement health plan for which the employer has concluded that prescription drug benefits available under the plan are actuarially equivalent and thus qualify for the subsidy under the Act and the expected subsidy will offset or reduce the employer’s share of the costs of postretirement prescription drug coverage provided by the plan. Maytag determined that its plan was actuarially equivalent and elected to adopt the provisions of FSP FAS 106-1 at April 3, 2004. Maytag compared the Medicare Part D plan to its retiree prescription drug coverage using actuarial equivalencies and reflecting the retiree premiums and cost sharing provisions of the various plans. This analysis showed Maytag’s plans provide more valuable benefits to retirees than the Medicare Part D plan. The final guidance of FSP FAS 106-2 did not differ materially from FSP FAS 106-1. Based on our understanding of the intent of the Act and subsequent proposed regulations, the Company still believes its plans will meet the actuarial equivalence requirements necessary to receive the Medicare reimbursement.

 

For retirees with post-65 prescription drug benefits, Maytag estimates the net effect on post-65 per capita medical and prescription drug costs to be a reduction of approximately 11-14% due to the Medicare reimbursement. The changes are assumed to have no impact on future participation rates in Maytag’s post-65 prescription drug programs.

 

The Company has reduced its accumulated benefit obligation (ABO) for the subsidy related to benefits attributed to past service by $52.8 million. The reduction will be recognized on the balance sheet through amortization. The effect of the subsidy on the measurement of net periodic postretirement cost for 2004 is expected to be $8.6 million and will be recognized evenly throughout the fiscal year. The effect will include lower amortization of actuarial losses of $4.3 million, lower service costs of $0.8 million, and lower interest costs on the ABO of $3.5 million. For further information on postretirement costs, see “Pension and Postretirement Medical Benefit Expenses” note above.

 

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Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Company Profile

 

We design, manufacture and market residential and commercial products under the Maytag, Hoover, Jenn-Air, Amana, Dixie-Narco, Jade and other brand names. In the third quarter, we changed our segment reporting due to a major restructuring to consolidate the Hoover floor care, Maytag Appliances and corporate headquarters organizations. We now have two reporting segments: Home Appliances and Commercial Products. Our Home Appliances segment manufactures, sells and services major appliances and floor care products. These products are sold primarily to major national retailers and independent retail dealers in North America and targeted international markets. Our Commercial Products segment manufactures and sells vending equipment and commercial cooking products. These products are sold primarily to distributors and soft drink bottlers in North America and targeted international markets.

 

Our principal competition is from other appliance manufacturers including Whirlpool, General Electric and Electrolux although new competitors from Asia and Europe have entered the domestic market. Product quality, price and functionality are the important areas of competitive differentiation. Maytag has positioned itself as a premium and mid-priced player in the industry based on product quality and innovative features. In addition, our brands are some of the most recognizable and respected names in the industry.

 

Third Quarter Overview

 

  Net sales decreased 2.9% in the third quarter of 2004 as compared to the prior year. Net sales declined 1.9% in Home Appliances and 17.5% in Commercial Products. A market share decline in floor care products was the primary reason for the sales decline in Home Appliances. Commercial Products’ net sales were down due to significant weakness in vending industry unit sales.

 

  Operating income for the third quarter was $16.4 million compared to $61.4 million in the prior year. The primary reasons for the operating income decline were:

 

  Lower volume and margins for floor care products,

 

  Increased costs, primarily for steel and energy related items, and higher distribution costs, partially offset by lower selling, general and administrative expenses and a gain on sale of a Canadian warehouse, and

 

  Higher restructuring charges.

 

  Pre-tax restructuring and related charges of $19.1 million were recorded in the third quarter of 2004 that included $11.9 million related to closing the Galesburg, Illinois, refrigeration facility and $7.2 million for the costs related to a major restructuring to consolidate the Hoover floor care, Maytag Appliances, and corporate headquarters organizations. In the third quarter of the prior year, we recorded pre-tax restructuring and related charges of $13.1 million, all related to the Galesburg plant closing.

 

  Operating income for the third quarter included a pre-tax gain of $9.7 million resulting from the sale of a warehouse in Burlington, Ontario, for $14.3 million.

 

  In the third quarter of 2004, we completed the sale of our interest in a joint venture in China for net proceeds of $11.2 million, resulting in an after-tax gain on sale of $0.3 million which is recorded in discontinued operations.

 

  Net income for the third quarter of 2004 was $7.5 million or $0.09 per share compared to net income of $36.6 million or $0.46 per share in the prior year. The results per share for the third quarter of 2004 and 2003 included the following items:

 

     Third Quarter

 
     2004

    2003

 

Restructuring and related charges – Galesburg plant closing

   $ 0.10     $ 0.11  

Restructuring and related charges – reorganizations

     0.06       —    

Gain on sale of property – Home Appliances

     (0.10 )     —    

Income from discontinued operations

     —         (0.02 )
    


 


     $ 0.06     $ 0.10  

 

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Table of Contents

First Nine Months and Cash Flow Overview

 

  Net sales increased 1.1% in the first nine months of 2004 compared to the prior year. A 1.9% increase in Home Appliances’ net sales was partially offset by a 10.8% decline in Commercial Products’ net sales.

 

  Operating income declined to $46.6 million in the first nine months of 2004 compared to $181.0 million in the prior year.

 

  Operating income included pre-tax restructuring and related charges of $54.9 million in the first nine months of 2004 and $50.5 million in the prior year. We incurred restructuring charges for Galesburg in both 2004 and 2003. The additional restructuring charges in 2004 were due to a major restructuring to consolidate operations. The additional restructuring charges in 2003 resulted from severance costs related to a reduction in salaried workforce in that year.

 

  Net income for the first nine months of 2004 was $5.1 million or $0.06 per share compared to net income of $96.3 million or $1.22 per share in the prior year. The results per share for the first nine months of 2004 and 2003 included the following items:

 

     First Nine Months

 
     2004

    2003

 

Restructuring and related charges – Galesburg plant closing

   $ 0.29     $ 0.29  

Restructuring and related charges – reorganizations

     0.18       0.14  

Goodwill impairment – Commercial Products

     0.12       —    

Front-load washer litigation

     0.16       —    

Adverse judgment on pre-acquisition distributor lawsuit

     0.09       —    

Gain on sale of property – Home Appliances

     (0.10 )     —    

Income from discontinued operations

     —         (0.01 )
    


 


     $ 0.73     $ 0.42  

 

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Table of Contents
  Cash flow from continuing operations was $107.7 million for the first nine months of 2004 compared to $235.8 million in the prior year. The lower cash flow from operations in 2004 resulted from a decline in net income and greater increases in working capital in the first nine months of 2004 compared to 2003. Cash flows from operations improved significantly in the third quarter of 2004 as compared to the prior quarter due to a reduction in inventory and an increase in accounts payable.

 

  Total debt (defined as notes payable and long-term debt) increased to $996.3 million at the end of the third quarter from $970.8 million at the end of 2003. Net debt (defined as total debt less cash and cash equivalents) decreased by $25.5 million from the end of 2003 due to a $51.0 million increase in cash and cash equivalents. During the third quarter of 2004, Maytag issued $100 million of medium-term notes and ended the quarter with no commercial paper outstanding.

 

Results of Operations – Third Quarter 2004 vs. Third Quarter 2003

 

     Three Months Ended

 

In thousands, except per share data


   October 2
2004


    September 27
2003


 

Net sales

   $ 1,186,018     $ 1,221,267  

Gross profit as a percentage of sales

     13.3 %     18.1 %

Operating income

   $ 16,426     $ 61,363  

Operating income as a percentage of sales

     1.4 %     5.0 %

Net income

   $ 7,474     $ 36,565  

Diluted earnings per share

   $ 0.09     $ 0.46  

 

Net sales in the third quarter of 2004 decreased by $35.2 million or 2.9% compared to the prior year. In Home Appliances, a significant reduction in floor care sales was the primary contributor to an overall decline of 1.9%, as sales of major appliances were essentially flat for the third quarter compared to the prior year. International export sales and service revenues increased in the third quarter of 2004 compared to the prior year. Commercial Products sales declined by 17.5% as a result of weakness in the vending equipment industry.

 

Gross profit declined to 13.3% of net sales in the third quarter of 2004 from 18.1% in the third quarter of 2003 due to increased costs, primarily related to steel and energy related items, lower average selling prices in floor care, and higher distribution costs. Increases in steel costs in the third quarter were significantly greater than the first half and are expected to continue to have an adverse impact on gross margins in the fourth quarter. Cost reductions are expected to partially offset these unfavorable cost impacts. Gross profit for the third quarter of 2004 included a $9.7 million gain from the sale of the Burlington, Ontario, warehouse.

 

Selling, general and administrative expenses for the third quarter declined to 10.3% of sales compared to 12.0% of sales for the prior year. The reduction in these costs, both as a percentage of sales and in absolute terms, is the result of cost reduction initiatives such as reductions in national advertising as well as lower incentive compensation expense.

 

As a result of lower gross profit margins and higher restructuring charges, partially offset by a gain on sale of the Burlington, Ontario, warehouse, operating income declined to $16.4 million in the third quarter of 2004 compared to $61.4 million in the prior year.

 

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Table of Contents

Operating results for the third quarter of 2004 were also impacted by the following charges recorded in the quarter:

 

  Restructuring and related charges of $7.2 million were recorded in connection with the plan announced in the second quarter of 2004 to consolidate the Hoover floor care, Maytag Appliances, and corporate headquarters organizations. The total restructuring charges related to this consolidation of selling and administrative functions are expected to be between $50 and $75 million, with approximately $35 to $45 million expected to be cash expenditures. Charges of $20.3 million have been recorded to date, of which $10.7 million were cash expenditures. We expect this plan to result in annual savings of approximately $150 million. We realized a portion of these savings in the third quarter and expect to realize additional savings in the fourth quarter of 2004.

 

  Restructuring charges of $11.9 million were recorded in conjunction with closing the Galesburg, Illinois, refrigeration plant. The total restructuring charges for closing the Galesburg plant are anticipated to be $160 to $170 million, with approximately $50 million being cash expenditures. Charges of $150.3 million have been recorded to date, of which $11.8 million were cash expenditures. The annual savings from the closing of this facility are anticipated to be $30 million starting in the fourth quarter of 2004.

 

Interest expense for the third quarter of 2004 increased to $14.7 million compared to $12.7 million for the prior year as a result of higher interest rates and lower capitalized interest, partially offset by lower average total debt levels during the third quarter.

 

We recorded a tax benefit of $1.1 million in the third quarter of 2004 on income from continuing operations before tax of $6.0 million. This tax benefit was due to favorable Canadian capital gains tax rates on the sale of the Burlington, Ontario, warehouse, a decrease in the valuation allowance on capital losses, and tax savings on returns filed for 2003 and prior years.

 

We completed the sale of our interest in a joint venture in China for net proceeds of $11.2 million, with a gain on sale of $0.3 million which is recorded in discontinued operations.

 

For the reasons outlined above, net income declined to $7.5 million or $0.09 per share in the third quarter of 2004 as compared to net income of $36.6 million or $0.46 per share in the prior year.

 

Negotiations with the hourly employees at Maytag’s Amana Refrigeration Products operation resulted in a new contract during the third quarter. The financial impact of this contract is anticipated to be minimal

 

Operating Results by Segment for the Third Quarter

 

Home Appliances:

 

     Three Months Ended

 

In thousands


   October 2
2004


    September 27
2003


 

Net sales

   $ 1,123,801     $ 1,145,856  

Operating income

   $ 15,715     $ 55,813  

Percent of sales

     1.4 %     4.9 %

 

Net sales in the third quarter of 2004 for Home Appliances decreased year-over-year by $22.1 million or 1.9%. The revenue decline resulted primarily from a significant decline in market share for floor care products. Floor

 

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Table of Contents

care sales were adversely impacted by reductions in product placements at large national retailers in the lower priced product categories. In addition, market share declined in the higher priced categories due to increased foreign competition. Sales of major appliances for the third quarter were essentially flat versus the prior year. However, market share declined as major appliance industry unit sales were higher in the third quarter of 2004 compared to the prior year. International export sales and service revenues increased in the third quarter of 2004 compared to the prior year.

 

Home Appliances recorded operating income of $15.7 million in the third quarter of 2004 compared to operating income of $55.8 million in the prior year. Lower sales of floor care products, increased steel and energy related costs, higher restructuring charges, and higher distribution costs were the primary reasons for the decline in operating income. Operating results included restructuring and related charges of $19.0 million in the third quarter of 2004 as compared to $13.1 million in the prior year. Operating results for the third quarter of 2004 included a $9.7 million pre-tax gain on the sale of the Burlington, Ontario, warehouse.

 

Commercial Products:

 

     Three Months Ended

 

In thousands


   October 2
2004


    September 27
2003


 

Net sales

   $ 62,217     $ 75,411  

Operating income

   $ 711     $ 5,550  

Percent of sales

     1.1 %     7.4 %

 

Net sales of Commercial Products declined by $13.2 million or 17.5% in the third quarter of 2004 compared to the prior year. The unfavorable trends in vending industry unit sales in 2003 have continued throughout 2004.

 

Operating income for Commercial Products was $0.7 million in the third quarter of 2004 compared to $5.6 million in the prior year. Lower vending sales and increased material costs were the primary reasons for lower operating income in 2004.

 

Results of Operations – First Nine Months of 2004 vs. First Nine Months of 2003

 

     Nine Months Ended

 

In thousands, except per share data


   October 2
2004


    September 27
2003


 

Net sales

   $ 3,557,190     $ 3,520,166  

Gross profit as a percentage of sales

     14.5 %     18.0 %

Operating income

   $ 46,620     $ 180,961  

Operating income as a percentage of sales

     1.3 %     5.1 %

Net income

   $ 5,114     $ 96,279  

Diluted earnings per share

   $ 0.06     $ 1.22  

 

Net sales increased 1.1% in the first nine months of 2004 compared to the prior year. A 1.9% increase in Home Appliances’ net sales was partially offset by a 10.9% decline in Commercial Products’ net sales. Increased

 

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Table of Contents

sales of major appliances offset lower sales of floor care products in Home Appliances. International export sales and service revenues were also higher in the first nine months of 2004 compared to the prior year. Commercial Products’ sales comparisons were adversely impacted by lower vending equipment industry shipments in 2004.

 

Gross margin declined to 14.5% in the first nine months of 2004 compared to 18.0% in the prior year due to higher material costs primarily related to steel, lower average selling prices for floor care products, increased energy related costs, and higher distribution costs.

 

Operating income declined to $46.6 million or 1.3% of net sales in the first nine months of 2004 compared to $181.0 million or 5.1% of net sales in the first nine months of 2003. The first nine months of 2004 were adversely affected by lower gross margins, restructuring and related charges, a goodwill impairment charge, and a charge for front-load washer litigation. These unfavorable items were partially offset by cost reductions and the gain on sale of the Burlington, Ontario, warehouse. We recorded pre-tax restructuring and related charges of $54.9 million in the first nine months of 2004 as compared to $50.5 million in the prior year.

 

In the first quarter of 2004, we elected to start recording the benefits of a federal reimbursement for retiree prescription drug costs that will emanate from the Medicare legislation enacted in December 2003. The annual reduction in postretirement medical expenses as a result of this federal reimbursement is anticipated to be $8.6 million, of which $6.4 million was recorded in the first nine months of 2004. Postretirement medical expense for the first nine months has also been reduced as a result of new collective bargaining agreements at the North Canton, Ohio, floor care production facility and the Newton, Iowa, laundry production facility that provide for the elimination of postretirement medical benefits on a transitional basis. During the third quarter, Maytag also recorded a decrease in ongoing postretirement medical expenses associated with the closing of the Galesburg, Illinois refrigeration production facility. For 2005, pension and postretirement medical expenses may increase as a result of changes in actuarial assumptions with respect to discount rates and health care cost trend rates.

 

Interest expense for the first nine months of 2004 and 2003 was $40.8 million.

 

We recorded a tax benefit of $2.3 million in the first nine months of 2004 on income from continuing operations before income taxes of $2.5 million. This tax benefit was due to lower income, reduced income taxes on tax returns filed for 2003, refunds received from amended tax returns filed for prior years, the nontaxable status of the federal reimbursement for retiree drug costs, and favorable Canadian capital gains tax rates on the sale of the Burlington, Ontario, warehouse. These favorable effects to the tax rate were partially offset by not recording a tax benefit on the goodwill impairment charge and establishing a valuation allowance for potentially unusable capital losses realized in 2004.

 

For the reasons outlined above, net income for the first nine months of 2004 was $5.1 million or $0.06 per share compared to net income of $96.3 million or $1.22 per share in the first nine months of 2003.

 

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Table of Contents

Liquidity and Capital Resources

 

     Nine Months Ended

 

In thousands


   October 2
2004


    September 27
2003


 

Net cash provided by continuing operations

   $ 107,697     $ 235,831  

Net cash used in investing activities

     (41,537 )     (119,914 )

Net cash used in financing activities

     (15,056 )     (120,914 )

 

Net cash used in or provided by continuing operating activities:

 

Cash flow provided by continuing operations in the first nine months of 2004 was $107.7 million compared to $235.8 million provided by continuing operations in the first nine months of 2003. The decline in cash flow from operations was due to lower net income and a greater increase in working capital in the first nine months of 2004 as compared to the first nine months of 2003. The primary driver of the working capital increase was a $106 million increase in inventory from year-end as compared to an $11 million increase in inventories in the first nine months of 2003. Inventories are higher than planned levels due to inventory builds related to new product introductions and lower than expected sales in the first nine months of 2004. We expect to reduce inventories during the fourth quarter of 2004. We made $93.5 million in pension contributions in the first nine months of 2004, of which $90.2 million were voluntary contributions to the qualified pension plan. In the prior year, pension contributions in the first nine months were $137.4 million, of which $135.0 million were voluntary contributions to the qualified pension plan. For the remainder of 2004, we do not expect to make additional contributions to the qualified pension plan and contributions to the nonqualified pension plans are not expected to be significant.

 

Net cash used in investing activities:

 

Capital expenditures in the first nine months of 2004 were $67.0 million compared to $133.1 million in the prior year. These capital expenditures represent investments for new product designs, cost reduction programs, replacement of equipment, and government mandated product requirements. For the full year of 2004, we expect capital expenditures to be $110 million compared to $199 million for the prior year. Net cash used in investing activities was also impacted by the net cash proceeds of $14.3 million from the sale of the Burlington, Ontario, warehouse and $11.2 million from the sale of our interest in a joint venture in China.

 

Net cash used in or provided by financing activities:

 

The primary source of cash that is utilized to fund investments is the cash generated from operations. Requirements in excess of the cash generated internally are funded by debt. Total debt (defined as notes payable and long-term debt) increased to $996.3 million at the end of the third quarter from $970.8 million at the end of 2003. Maytag’s net debt (defined as total debt less cash and cash equivalents) decreased by $25.5 million from the end of 2003 due to a $51.0 million increase in cash and cash equivalents.

 

We issued $100 million of 10-year medium term notes during the third quarter. As of the end of the third quarter of 2004, we had no commercial paper outstanding.

 

During the first quarter of 2004, we entered into a new three-year $400 million credit agreement that expires March 5, 2007. The credit agreement includes financial covenants related to interest coverage and the ratio of debt to earnings before interest, taxes, depreciation and amortization. A failure to meet these covenants or any other event of default under the credit agreement would adversely impact our ability to borrow funds through the sale of commercial paper. We recently obtained an amendment to the credit agreement that provided us with additional flexibility for compliance with debt covenants. We were in compliance with these covenants at the end of the third quarter. As a result of the issuance of $100 million in medium term notes, the availability under the credit agreement has been reduced from $400 million to $300 million.

 

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Table of Contents

Dividend payments on common stock were $42.6 million in the first nine months of 2004 as compared to $42.4 million in the prior year.

 

Shareholders’ equity:

 

Shareholders’ equity remains at a low level due to a share repurchase program that increased the cost of treasury stock held from $219 thousand at December 31, 1994, to $1.5 billion at December 31, 2000. Shareholders’ equity has also been reduced by minimum pension liability adjustments of $416.5 million required by FASB Statement No. 87 due to the underfunded status of our pension plans that reduced equity in each of the last three fiscal years. The low level of equity is not expected to pose a risk to liquidity as cash flows are anticipated to be sufficient and there are no covenants in any of our debt instruments that include equity or debt-to-equity ratios.

 

Contingencies

 

Our Company has contingent liabilities arising in the normal course of business, including pending litigation, environmental remediation, taxes, and other claims. The legal department estimates the costs to settle pending litigation, including legal expenses, based on experience involving similar cases, specific facts known, and, if applicable, based on judgments of outside counsel. The Internal Revenue Service (IRS) is currently examining the company’s federal income tax returns for 2000 and 2001. The IRS has proposed, or is expected to propose adjustments to Maytag’s income and tax credits for tax years 1998 through 2001 that would result in additional tax. The company disagrees with most of these adjustments. Accordingly, the company will vigorously contest all such adjustments at the Appeals level of the IRS, if necessary. The outcome of these matters is not expected to have a materially adverse effect on our consolidated financial position, results of operations, or cash flows.

 

As of October 2, 2004, approximately $49.8 million in undrawn stand-by letters of credit were available which are primarily utilized to back workers compensation claims, extended service contracts and environmental costs if we were to fail to fund these obligations.

 

Market Risks

 

Our Company is exposed to foreign currency exchange risk related to its transactions, assets, and liabilities denominated in foreign currencies. Foreign currency forward and option contracts are entered into to manage certain foreign currency exchange exposures. We hedge a portion of our anticipated foreign currency denominated export sales transactions, which are predominately in Canadian dollars.

 

We are exposed to commodity price risk related to our purchase of selected commodities used in the manufacturing of our products. We have entered into commodity swap agreements to reduce the effect of changing raw material prices for selected commodities including natural gas. Our largest exposure is for steel prices, which have increased in the third quarter of 2004 after significant increases earlier this year. Our commodity swap agreements do not provide any hedge for the increase in steel prices.

 

Interest rate risk for debt securities also poses a risk to our Company. We utilize interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. The swaps involve the exchange of fixed and variable rate payments without exchanging the notional principal amount.

 

With the exception of increased material and energy related costs, there have been no material changes in the reported market risks since January 3, 2004. See further discussion of these market risks and related financial instruments in the Maytag Corporation annual report on Form 10-K for the year ended January 3, 2004.

 

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Forward Looking Statements and Business Risks

 

This Management’s Discussion and Analysis contains statements that are not historical facts and are considered “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of the terms: “expect(s),” “intend(s),” “may impact,” “plan(s),” “should,” “believe(s),” “anticipate(s),” “on track,” or similar terms. We or our representatives may also make similar forward-looking statements from time to time orally or in writing. The reader is cautioned that these forward-looking statements are subject to a number of risks, uncertainties, or other factors that may cause (and in some cases have caused) actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

 

  Business conditions in the industries in which Maytag competes, including changes in economic conditions in the geographic areas where its operations are located or where products are sold.

 

  Timing, start-up and customer acceptance of newly designed products.

 

  Unanticipated costs or market disruptions due to the start-up of the new refrigeration plant in Reynosa, Mexico.

 

  Shortages of manufacturing capacity.

 

  Competitive factors, such as price competition and new product introductions.

 

  Significant loss of business or inability to collect accounts receivable from a major national retailer.

 

  The cost and availability of raw materials and purchased components, including the impact of tariffs.

 

  The timing and progress of activities initiated to achieve further cost reductions and savings.

 

  Financial viability of customers, suppliers, contractors, or insurers.

 

  Union labor relationships

 

  The impact of business acquisitions or dispositions.

 

  Increasing pension and postretirement health care costs due to changes in interest rates, the market value of assets held in trust to pay these obligations, or inflationary health care trend rates.

 

  Costs of complying with governmental regulations.

 

  Litigation including product liability, environmental remediation, taxes, and other claims or lawsuits.

 

  Product warranty claims.

 

  Energy supply, including the availability and cost of energy necessary for the manufacturing process and the cost of fuel used in the distribution of products.

 

  The impact of foreign currency exchange rate fluctuations.

 

These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Our company operates in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors nor can we assess the impact, if any, of such factors on our financial position or our results of operations. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We disclaim any responsibility to update any forward-looking statement provided in this document.

 

Use of Non-GAAP Financial Measures

 

Net debt is defined as notes payable plus long-term debt (including current portion of the long-term debt) less cash and cash equivalents. Net debt is a non-GAAP financial measure and should not be viewed as a replacement for the GAAP measure of total debt. Management believes that net debt is an important measure of liquidity which it uses to measure its ability to meet its future debt obligations.

 

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A reconciliation of total debt and net debt is provided in the following table:

 

     For the period ended

In thousands


   October 2
2004


   January 3
2003


Notes payable

   $ —      $ 71,491

Long term debt - current portion

   $ 23,007    $ 24,503

Long-term debt less current portion

   $ 973,278    $ 874,832
    

  

Total debt

   $ 996,285    $ 970,826

Less: Cash and cash equivalents

   $ 57,758    $ 6,756
    

  

Net debt

   $ 938,527    $ 964,070
    

  

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

 

See discussion of quantitative and qualitative disclosures about market risk in “Market Risks” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Item 4. Controls and Procedures

 

The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act of 1934 as of the end of the third quarter of 2004. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in timely alerting them to material information required to be included in the periodic SEC filings for Maytag (including its consolidated subsidiaries).

 

There was no change in internal control over financial reporting that occurred during the third quarter of 2004 that has materially affected or is reasonably likely to materially affect Maytag’s internal control over financial reporting.

 

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Part II OTHER INFORMATION

 

MAYTAG CORPORATION

Exhibits and Reports on Form 8-K

 

Item 6. Exhibits and Reports on Form 8-K.

 

Exhibit

 

Description


31.1   Certification by Ralph F. Hake, Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2   Certification by George C. Moore, Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1   Certification by Ralph F. Hake, Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2   Certification by George C. Moore, Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

 

(b) Reports on Form 8-K

 

Form 8-K dated July 23, 2004 furnishing earnings release for three and six months ended July 3, 2004 under Item 12.

 

Form 8-K dated August 17, 2004, which filed under Item 7, an opinion letter from Sidley Austin Brown & Wood LLP as an exhibit to Registration Statement on Form S-3 previously filed by Maytag.

 

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MAYTAG CORPORATION

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

   

MAYTAG CORPORATION

Date: October 21, 2004

 

/s/ George C. Moore


   

George C. Moore

   

Executive Vice President and

   

Chief Financial Officer

   

(Duly Authorized Officer and

   

Principal Financial Officer)

 

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