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 September 30, 2000 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: 515-792-7000 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 The number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 2000: Common Stock, $1.25 par value - 76,920,317 1 MAYTAG CORPORATION Quarterly Report on Form 10-Q Quarter Ended September 30, 2000 I N D E X Page 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.........................11 Item 3. Quantitative and Qualitative Disclosures about Market Risk...................................................15 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K.......................16 Signatures..................................................17 2 Part I FINANCIAL INFORMATION Item 1. Financial Statements MAYTAG CORPORATION Consolidated Statements of Income Three Months Ended Nine Months Ended September 30 September 30 In thousands except per share data 2000 1999 2000 1999 Net sales $1,056,429 $1,069,132 $3,256,197 $3,260,707 Cost of sales 780,142 771,761 2,359,989 2,313,241 Gross profit 276,287 297,371 896,208 947,466 Selling, general and administrative expenses 164,713 157,192 498,896 497,048 Operating income 111,574 140,179 397,312 450,418 Interest expense (19,006) (13,986) (52,208) (44,678) Other - net 28 7,691 514 8,960 Income before income taxes and minority interest 92,596 133,884 345,618 414,700 Income taxes 30,797 48,835 123,150 153,439 Income before minority interest 61,799 85,049 222,468 261,261 Minority interest (2,266) (3,275) (11,347) (4,269) Net income $ 59,533 $ 81,774 $ 211,121 $ 256,992 Basic earnings per common share: Net income $ 0.77 $ 0.95 $ 2.70 $ 2.93 Diluted earnings per common share: Net income $ 0.74 $ 0.92 $ 2.55 $ 2.84 Dividends per common share $ 0.18 $ 0.18 $ 0.54 $ 0.54 See notes to condensed consolidated financial statements. 3 MAYTAG CORPORATION Consolidated Balance Sheets September 30 December 31 In thousands except share data 2000 1999 Assets Current assets Cash and cash equivalents $ 23,085 $ 28,815 Accounts receivable 628,705 494,747 Inventories 421,493 404,120 Deferred income taxes 46,341 35,484 Other current assets 37,037 58,350 Total current assets 1,156,661 1,021,516 Noncurrent assets Deferred income taxes 103,600 106,600 Prepaid pension cost 1,430 1,487 Intangible pension asset 48,668 48,668 Other intangibles 418,497 427,212 Other noncurrent assets 61,574 54,896 Total noncurrent assets 633,769 638,863 Property, plant and equipment Property, plant and equipment 2,172,905 2,065,850 Less allowance for depreciation 1,192,268 1,089,742 Total property, plant and equipment 980,637 976,108 Total assets $ 2,771,067 $ 2,636,487 See notes to consolidated financial statements. 4 MAYTAG CORPORATION Consolidated Balance Sheets - Continued September 30 December 31 In thousands except share data 2000 1999 Liabilities and Shareowners' Equity Current liabilities Notes payable $ 430,395 $ 133,041 Accounts payable 268,903 277,780 Compensation to employees 67,765 77,655 Accrued liabilities 193,905 194,074 Current portion of long-term debt 62,507 170,473 Total current liabilities 1,023,475 853,023 Noncurrent liabilities Deferred income taxes 21,423 22,842 Long-term debt, less current portion 453,934 337,764 Postretirement benefit liability 478,203 467,386 Accrued pension cost 44,552 56,528 Other noncurrent liabilities 100,405 101,776 Total noncurrent liabilities 1,098,517 986,296 Company obligated mandatorily redeemable preferred capital securities of subsidiary trust holding solely the Company's debentures 200,000 200,000 Minority interests 165,844 169,788 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 488,403 503,346 Retained earnings 1,195,257 1,026,288 Cost of Common stock in treasury (2000 - 40,230,276 shares; 1999 - 34,626,316 shares) (1,493,866) (1,190,894) Employee stock plans (29,891) (38,836) Accumulated other comprehensive income (23,110) (18,962) Total shareowners' equity 283,231 427,380 Total liabilities and shareowners' equity $ 2,771,067 $ 2,636,487 See notes to consolidated financial statements. 5 MAYTAG CORPORATION Consolidated Statements of Cash Flows Nine Months Ended September 30 In thousands 2000 1999 Operating activities Net income $ 211,121 $ 256,992 Adjustments to reconcile net income to net cash provided by operating activities: Minority interest 11,347 4,269 Depreciation 108,806 99,435 Amortization 10,754 10,405 Deferred income taxes (9,276) 601 Changes in working capital items exclusive of business acquisitions: Accounts receivable (133,958) (103,510) Inventories (17,373) (28,842) Other current assets 21,313 14,461 Other current liabilities (5,360) (3,779) Pension assets and liabilities (11,919) (13,499) Postretirement benefit liability 10,817 5,524 Other - net (10,419) (10,191) Net cash provided by operating activities 185,853 231,866 Investing activities Investment in securities (19,430) Capital expenditures (116,010) (103,902) Business acquisitions, net of cash acquired (3,551) Total investing activities (116,010) (126,883) Financing activities Proceeds from issuance of notes payable 298,200 193,907 Repayment of notes payable (846) (3,778) Proceeds from issuance of long-term debt 178,198 66,174 Repayment of long-term debt (169,994) (126,970) Stock repurchases (311,788) (314,077) Forward stock purchase amendment (9,595) (21,298) Stock options exercised and other common stock transactions (1,136) 53,807 Dividends on common stock (42,152) (47,479) Dividends on minority interests (15,319) (7,444) Issuance of mandatorily redeemable preferred capital securities 100,000 Total financing activities (74,432) (107,158) Effect of exchange rates on cash (1,141) 670 Decrease in cash and cash equivalents (5,730) (1,505) Cash and cash equivalents at beginning of period 28,815 28,642 Cash and cash equivalents at end of period $ 23,085 $ 27,137 See notes to condensed consolidated financial statements. 6 MAYTAG CORPORATION Notes to Consolidated Financial Statements September 30, 2000 NOTE A--BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles 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 generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the nine month period ended September 30, 2000 are not necessarily indicative of the results that are expected for the year ending December 31, 2000. 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 December 31, 1999. NOTE B--COMPREHENSIVE INCOME Total comprehensive income and its components, net of related tax, are as follows (in thousands): Three Months Ended September 30 2000 1999 Net income $ 59,533 $ 81,774 Unrealized losses on securities (900) (2,117) Foreign currency translation (118) (108) Comprehensive income $ 58,515 $ 79,549 Nine Months Ended September 30 2000 1999 Net income $ 211,121 $ 256,992 Unrealized losses on securities (2,788) (2,329) Foreign currency translation (1,360) 1,048 Comprehensive income $ 206,973 $ 255,711 The components of accumulated other comprehensive income, net of related tax are as follows: September 30 December 31 In thousands 2000 1999 Minimum pension liability adjustment $ (4,430) $ (4,430) Unrealized losses on securities (8,321) (5,533) Foreign currency translation (10,359) (8,999) Accumulated other comprehensive income $ (23,110) $ (18,962) 7 NOTE C--INVENTORIES Inventories consisted of the following: September 30 December 31 In thousands 2000 1999 Raw materials $ 67,260 $ 66,731 Work in process 67,122 72,162 Finished products 361,886 335,844 Supplies 6,869 9,615 Total FIFO cost 503,137 484,352 Less excess of FIFO cost over LIFO 81,644 80,232 Inventories $ 421,493 $ 404,120 NOTE D--EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 30 September 30 In thousands except per share data 2000 1999 2000 1999 Numerator for basic and diluted earnings per share -- net income $ 59,533 $ 81,774 $ 211,121 $ 256,992 Denominator for basic earnings per share -- weighted-average shares 77,027 86,247 78,331 87,602 Effect of dilutive securities: Stock option plans 905 1,743 907 1,839 Restricted stock awards 109 170 89 157 Put options 2,609 740 3,415 262 Forward stock purchase contract 289 612 Potential dilutive common shares 3,623 2,942 4,411 2,870 Denominator for diluted earnings per share -- adjusted weighted-average shares 80,650 89,189 82,742 90,472 Basic earnings per share $ 0.77 $ 0.95 $ 2.70 $ 2.93 Diluted earnings per share $ 0.74 $ 0.92 $ 2.55 $ 2.84 NOTE E--CONTINGENCIES 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. 8 NOTE F--SEGMENT REPORTING Maytag has three reportable segments: home appliances, commercial appliances and international appliances. Maytag's home appliances segment manufactures major appliances (laundry products, dishwashers, refrigerators, cooking 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. Maytag's commercial appliances segment manufactures vending and foodservice equipment. These products are sold primarily to distributors, soft drink bottlers, restaurant chains and dealers in North America and targeted international markets. The international appliances segment consists of Maytag's 50.5 percent owned joint venture in China, Rongshida-Maytag, which manufactures laundry products and refrigerators. These products are sold primarily to department stores and distributors in China. Maytag's reportable segments are distinguished by the nature of products manufactured and sold and types of customers. Maytag's home appliances segment has been further defined based on distinct geographical locations. Financial information for Maytag's reportable segments consisted of the following: Three Months Ended Nine Months Ended September 30 September 30 In thousands 2000 1999 2000 1999 Net sales Home appliances $ 931,283 $ 923,726 $ 2,833,547 $ 2,766,836 Commercial appliances 105,282 120,589 341,689 397,834 International appliances 19,864 24,817 80,961 96,037 Consolidated total $1,056,429 $ 1,069,132 $ 3,256,197 $ 3,260,707 Operating income Home appliances $ 120,303 $ 132,081 $ 409,574 $ 428,264 Commercial appliances 5,563 15,986 27,073 52,300 International appliances (5,117) 573 (5,690) (2,150) Total for reportable segments 120,749 148,640 430,957 478,414 Corporate (9,175) (8,461) (33,645) (27,996) Consolidated total $ 111,574 $ 140,179 $ 397,312 $ 450,418 9 The reconciliation of segment profit to consolidated income before income taxes and minority interest consisted of the following: Three Months Ended Nine Months Ended September 30 September 30 In thousands 2000 1999 2000 1999 Total operating income for reportable segments $ 120,749 $ 148,640 430,957 $ 478,414 Corporate (9,175) (8,461) (33,645) (27,996) Interest expense (19,006) (13,986) (52,208) (44,678) Other - net 28 7,691 514 8,960 Consolidated income before income taxes and minority interest $ 92,596 $ 133,884 345,618 $ 414,700 Asset information for Maytag's reportable segments consisted of the following: Sept 30 December 31 In thousands 2000 1999 Total assets Home appliances $ 1,905,687 $ 1,792,185 Commercial appliances 278,429 272,506 International appliances 246,331 249,581 Total for reportable segments 2,430,447 2,314,272 Corporate 340,620 322,215 Consolidated total $ 2,771,067 $ 2,636,487 NOTE G--MINORITY INTEREST The (income)/loss attributable to the noncontrolling interest reflected in Minority interest in the Consolidated Statements of Income consisted of the following: Three Months Ended Nine Months Ended September 30 September 30 In thousands 2000 1999 2000 1999 Rongshida-Maytag $ 2,972 $ 203 $ 3,981 $ 2,932 Maytag Trusts (3,361) (1,610) (9,703) (1,610) Anvil Technologies (1,877) (1,868) (5,625) (5,591) Minority interest $ (2,266) $ (3,275) $ (11,347) $ (4,269) The outside investors' noncontrolling interest reflected in Minority interest in the Consolidated Balance Sheets consisted of the following: In thousands Sept 30 December 31 2000 1999 Rongshida-Maytag $ 65,761 $ 69,742 Anvil Technologies 100,082 100,046 Minority interest $ 165,843 $ 169,788 NOTE H--IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative Instruments and Hedging Activites." The Company expects to adopt the new statement effective January 1, 2001. Statement 133 will require the Company to recognize all derivatives on the consolidated balance sheet at fair value. The Company does not anticipate that the adoption of Statement 133 will have a 10 significant effect on its results of operations or financial position. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Comparison of 2000 with 1999 Maytag Corporation ("Maytag") has three reportable segments: home appliances, commercial appliances and international appliances. (See discussion and financial information about Maytag's reportable segments in "SEGMENT REPORTING" section of the Notes to Consolidated Financial Statements.) Net Sales: Consolidated net sales were $1.056 billion in the third quarter of 2000, a decrease of 1 percent compared to the same period in 2000. For the first nine months of 2000, consolidated net sales were $3.3 billion and approximately the sames as the first nine months of 1999. Home appliances net sales, which include major appliances and floor care products, increased 1 percent in the third quarter of 2000 compared to 1999 due to increased sales of floor care products partially offset by a decrease in major appliances sales as a result of intense price competition and a softening in major appliance industry sales. The disruption in the marketplace as a result of Circuit City's exit from the major appliance and floor care businesses and the closing of numerous Heilig-Meyers stores contributed significantly to the major appliances sales decline. For the first nine months of 2000, net sales for home appliances increased 2 percent compared to the same period in 1999. The net sales increase was due primarily to increased sales of floor care products and export sales as domestic major appliances were slightly down. For the remainder of the year, Maytag expects a challenging competitive environment and a continued softening in major appliance industry unit shipments. Commercial appliances net sales, which include vending and foodservice equipment, decreased 13 percent from the third quarter of 1999. For the first nine months of 2000, net sales of commercial appliances decreased 14 percent from the same period in 1999. The net sales decrease was due primarily to a softening of industry demand for vending equipment. The decline in vending industry demand is expected to continue through the remainder of 2000 and into next year. Net sales of international appliances, which consists of Maytag's 50.5 percent owned joint venture in China, decreased 20 percent in the third quarter of 2000 from the same period in 1999. For the first nine months of 2000, net sales for international appliances were down 16 percent compared to the prior year. The net sales decrease was attributable to lower unit sales and lower selling prices as a result of competitive conditions. Gross Profit: Consolidated gross profit as a percent of sales decreased to 26.2 percent of sales in the third quarter of 2000 from 27.8 percent of sales in the third quarter of 1999. The decrease in gross margin was due primarily to the competitive pricing environment, lower sales and production volume and higher research and development and raw material costs. For the first nine months of 2000, consolidated gross profit as a percent of sales decreased to 27.5 percent compared to 29.1 percent in 1999. The decrease in gross margin was due primarily to the competitive pricing environment, lower sales volume and higher warranty, research and development and raw material costs. Maytag expects raw material prices to be slightly higher than 1999 levels for the remainder of the year. Selling, General and Administrative Expenses: Consolidated selling, general and administrative expenses were 15.6 percent of sales in the third quarter of 2000 compared to 14.7 percent of sales in the third quarter of 1999. The increase in 11 selling, general and administrative expenses during the third quarter was due primarily to increased advertising and sales promotion expenses and third quarter 1999 reflected lower stock-based compensation. For the first nine months of 2000, consolidated selling, general and administrative expenses were 15.3 percent, which was relatively flat compared to 15.2 percent in 1999. Operating Income: Consolidated operating income for the third quarter of 2000 decreased 20 percent to $112 million, or 10.6 percent of sales, compared to $140 million, or 13.1 percent of sales, in the same period in 1999. Consolidated operating income for the first nine months of 2000 decreased 12 percent to $397 million, or 12.2 percent of sales, compared to $450 million, or 13.8 percent of sales, in the same period in 1999. The decrease in operating margin was primarily due to the decrease in gross profit margin discussed above. Home appliances operating income decreased 9 percent in the third quarter of 2000 compared to 1999. Operating margin for the third quarter of 2000 was 12.9 percent of sales compared to 14.3 percent of sales in 1999. The decrease in operating margin was due primarily to the decrease in gross profit margins and increase in selling, general and administrative expenses as a percent of sales discussed above. Home appliances operating income decreased 4 percent in the first nine months of 2000 compared to the same period in 1999. Operating margin for the first nine months of 2000 was 14.5 percent of sales compared to 15.5 percent of sales in 1999. The decrease in operating margin was due to the decrease in gross profit margins discussed above. Commercial appliances operating income decreased 65 percent in the third quarter of 2000 compared to 1999. Operating margin for the third quarter of 2000 was 5.3 percent of sales compared to 13.3 percent of sales in 1999. Operating income decreased 48 percent in the first nine months of 2000 compared to 1999. Operating margin for the first nine months of 2000 was 7.9 percent of sales compared to 13.1 percent of sales in 1999. The decrease in operating margin was due primarily to the decrease in sales discussed above as well as increased research and development expense and startup costs related to rapid cook product development. International appliances reported a $5.1 million operating loss in the third quarter of 2000 down from $573 thousand operating income reported in the third quarter of 1999. International appliances reported an operating loss of $5.7 million in the first nine months of 2000 compared to a $2.2 million operating loss in 1999. The first nine months of 1999 included provisions primarily related to uncollectible accounts receivables and losses on inventory. The unfavorable comparison to 1999 was primarily due to the competitive pricing environment. The economic environment in China and the Asian region continued to adversely impact the operations of Rongshida-Maytag. Interest Expense: Interest expense for 2000 was 36 percent and 17 percent higher over the third quarter and first nine months of 1999, respectively, due to higher average borrowings primarily associated with share repurchases partially offset by lower interest rates. Income Taxes: The effective tax rate for the third quarter of 2000 was 33.3 percent, a decrease from 36.5 percent for 1999. The effective tax rate for the first nine months of 2000 was 35.6 percent, a decrease from 37.0 percent for 1999. The decrease in the effective tax rate was due to a benefit associated with additional research and development tax credits as well as the benefit from a capital loss carry-forward both recognized in the third quarter of 2000. The Company expects the fourth quarter tax rate to be at approximately the same rate as the third quarter of 2000. Minority Interest: Minority interest decreased by $1 million from the third quarter of 1999 primarily because of the increased loss for Rongshida-Maytag, 12 partially offset by the financing transactions that established the Maytag Capital Trusts in the second half of 1999. Minority interest increased by $7 million in the first nine months of 2000 compared to 1999 primarily because of the financing transactions that established the Maytag Capital Trusts in the second half of 1999. Net Income: Net income for the third quarter of 2000 was $60 million, or $0.74 diluted earnings per share, compared to net income of $82 million, or $0.92 diluted earnings per share in 1999. The decrease in net income was due primarily to the decrease in operating income and higher interest expense partially offset by the favorable tax rate discussed above. Net income for the first nine months of 2000 was $211 million, or $2.55 diluted earnings per share, compared to net income of $257 million, or $2.84 diluted earnings per share in 1999. The decrease in net income was due to the decrease in operating income and higher interest and minority interest expense partially offset by the favorable tax rate. The decrease in diluted earnings per share was due to the decrease in net income partially offset by the positive effect of Maytag's share repurchase program. Maytag expects an increase in potential dilutive common shares included in the computation of diluted weighted-average shares outstanding for the fourth quarter of 2000 compared to the third quarter of 2000 due to the potential dilution from the Company's outstanding put options as a result of the decrease in the market price of Maytag stock. (See discussion of the share repurchase program in "Liquidity and Capital Resources" section of this Management's Discussion and Analysis.) Liquidity and Capital Resources Maytag's primary sources of liquidity are cash provided by operating activities and borrowings. Detailed information on Maytag's cash flows is presented in the Condensed Consolidated Statements of Cash Flows. Net Cash Provided by Operating Activities: Cash flow provided by operating activities consists primarily of net income adjusted for certain non-cash items, changes in working capital items, and changes in pension assets and liabilities and postretirement benefits. Non-cash items include depreciation and amortization and deferred income taxes. Working capital items consist primarily of accounts receivable, inventories, other current assets and other current liabilities. Net cash provided by operating activities decreased due primarily to the decrease in net income and an increase in cash used for working capital in the first nine months of 2000 compared to 1999. A portion of Maytag's accounts receivable is concentrated among major national retailers. A significant loss of business with any of these retailers could have an adverse impact on Maytag's ongoing operations. Total Investing Activities: Maytag continually invests in its businesses for new product designs, cost reduction programs, replacement of equipment, capacity expansion and government mandated product requirements. Capital expenditures in the first nine months of 2000 were $116 million compared to $104 million in the first nine months of 1999. Maytag plans to invest approximately $165 million in capital expenditures in 2000. Total Financing Activities: Dividend payments on Maytag's common stock in the first nine months of 2000 were $42 million, or $0.54 per share, compared to $47 million, or $0.54 per share in the first nine months of 1999. During the first nine months of 2000, Maytag repurchased 5.8 million shares at a cost of $312 million. As of September 30, 2000, there were approximately 15.3 million shares which may be repurchased under existing board authorizations 13 of which 6.4 million shares are committed to be repurchased under put options contracts, if such options are exercised. (See discussion of these put option contracts below.) During the first quarter of 2000, Maytag settled a forward stock purchase contract associated with four million shares before its maturity date for $9.6 million. Maytag originally entered into the forward stock purchase contract during 1997. In connection with the share repurchase program, Maytag sold put options which give the purchaser the right to sell shares of Maytag's common stock to Maytag at specified prices upon exercise of the options. The put option contracts allow Maytag to determine the method of settlement. As of September 30, 2000, there were 6.4 million put options outstanding with strike prices ranging from $37.00 to $73.06; the weighted-average strike price was $49.67. Of the 6.4 million put options outstanding, 0.7 million expire in 2000, 1.3 million expire in 2001 and 4.4 million expire in 2002. Any funding requirements for future investing and financing activities in excess of cash on hand and generated from operations will be supplemented by borrowings. Maytag's commercial paper program is supported by a credit agreement with a consortium of banks which provides revolving credit facilities totaling $400 million. This agreement expires June 29, 2001 and includes covenants with respect to interest coverage and leverage which Maytag was in compliance with at September 30, 2000. Maytag had $375 million of commercial paper outstanding as of September 30, 2000. In 1999 Maytag filed a shelf registration statement with the Securities and Exchange Commission providing the ability to issue an aggregate of $400 million of debt securities of which $185 million was available as of September 30, 2000. Maytag expects to issue these securities over a non-specified period of time and expects to use the net proceeds from the sale of the securities for general corporate purposes, including the funding of share repurchases (including obligations under forward contracts and put options as discussed above), capital expenditures, working capital, repayment or reduction of long-term and short-term debt and the financing of acquisitions. Maytag explores and may periodically implement arrangements to adjust its obligations under various stock repurchase arrangements, including the arrangements described above. Market Risks Maytag is exposed to foreign currency exchange risk related to its transactions, assets and liabilities denominated in foreign currencies. To manage certain foreign exchange exposures, Maytag enters into foreign currency forward and option contracts. Maytag's policy is to hedge a portion of its anticipated foreign currency denominated export sales transactions, which are denominated primarily in Canadian dollars, for periods not exceeding twelve months. Maytag also is exposed to commodity price risk related to Maytag's purchase of selected commodities used in the manufacture of its products. To reduce the effect of changing raw material prices for select commodities, Maytag has entered into long-term contracts and commodity swap agreements with terms not exceeding two years, to hedge a portion of its anticipated raw material purchases on selected commodities. Maytag also is exposed to interest rate risk in the portfolio of Maytag s debt. The Company uses 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. There have been no material changes in the reported market risks of Maytag since December 31, 1999. See further discussion of these market risks and related financial instruments in the Maytag Corporation annual report on Form 14 10-K for the year ended December 31, 1999. Contingencies Maytag has contingent liabilities arising in the normal course of business or from operations which have been discontinued or divested. (See discussion of these contingent liabilities in "CONTINGENCIES" section of the Notes to Consolidated Financial Statements.) Forward-Looking Statements This Management's Discussion and Analysis contains statements which 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: "expects," "intends," "may impact," "plans," "should" or similar terms. These forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially from expected results. These risks and uncertainties include, but are not limited to, the following: business conditions and growth of industries in which Maytag competes, including changes in economic conditions in the geographic areas where Maytag's operations exist or products are sold; timing, start-up and customer acceptance of newly designed products; shortages of manufacturing capacity; competitive factors, such as price competition and new product introductions; significant loss of business from a major national retailer; the cost and availability of raw materials and purchased components; union labor negotiations; progress on capital projects; the impact of business acquisitions or dispositions; the costs of complying with governmental regulations; level of share repurchases; litigation and other risk factors. 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. 15 MAYTAG CORPORATION Exhibits and Reports on Form 8-K September 30, 2000 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits (27) Financial Data Schedule - Quarter Ended September 30, 2000 (b) Reports on Form 8-K Maytag filed a Form 8-K dated September 15, 2000 under Item 5, Other Events, stating it announced it expects second half results to be lower than previously anticipated primarily due to major disruptions in the retail marketplace for home appliances. Maytag filed a Form 8-K dated November 13, 2000 under Item 5, Other Events, stating it announced that Lloyd D. Ward has resigned as its Chairman, Chief Executive Officer and as a director. 16 MAYTAG CORPORATION Signatures September 30, 2000 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: November 14, 2000 F. G. Wohlschlaeger Senior Vice President, General Counsel and Secretary and Chief Financial Officer Steven H. Wood Vice President, Financial Reporting and Audit and Chief Accounting Officer 17