UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) (X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended September 30, 1994 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 (Exact name of registrant as specified in its charter) Delaware 42-0401785 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 403 West 4th Street North, Newton, Iowa 50208 (Address of principal executive offices) (Zip Code) 515-792-8000 (Registrant's telephone number, including area code) ___________________________________________________________________________ (Former name, former address and former fiscal year, if changed since last report.) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of September 30, 1994: Common Stock, $1.25 Par Value - 107,314,146 Page 1 of 12 FORM 10-Q MAYTAG CORPORATION Quarter Ended September 30, 1994 I N D E X Page PART I FINANCIAL INFORMATION Item 1. Financial Statements Condensed Statements of Consolidated Income 3 Condensed Statements of Consolidated Financial Condition 4 Condensed Statements of Consolidated Cash Flows 6 Notes to Condensed Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 Computation of Per Share Earnings 11 Computation of Ratio of Earnings to Fixed Charges 12 2 Part I FINANCIAL INFORMATION Item 1. Financial Statements MAYTAG CORPORATION Condensed Statements of Consolidated Income (Unaudited) (Thousands of dollars except per share data) Third Quarter Ended Nine Months Ended September 30 September 30 1994 1993 1994 1993 Net sales $848,930 $770,222 $2,509,880 $2,240,331 Cost of sales 618,360 581,721 1,845,204 1,695,285 Gross profit 230,570 188,501 664,676 545,046 Selling, general and administrative expenses 144,307 130,688 417,621 433,683 Operating income 86,263 57,813 247,055 111,363 Interest expense (18,355) (19,072) (55,830) (56,904) Other - net 2,833 1,682 3,895 4,842 Income before income taxes and cumulative effect of accounting 70,741 40,423 195,120 59,301 change Income taxes 9,711 17,383 61,950 25,500 Income before cumulative effect of accounting change 61,030 23,040 133,170 33,801 Cumulative effect of accounting change (3,190) _________ Net income $ 61,030 $ 23,040 $ 129,980 $ 33,801 Income per average share of Common stock: Income before cumulative effect of accounting change $ .57 $ .22 $ 1.25 $ .32 Cumulative effect of accounting change . . (.03) . Net income per Common share $ .57 $ .22 $ 1.22 $ 0.32 Dividends per Common share $ .125 $ .125 $ .375 $ .375 Average shares outstanding 106,878 106,286 106,772 106,201 See notes to condensed consolidated financial statements. 3 MAYTAG CORPORATION Condensed Statements of Consolidated Financial Condition September 30 December 31 1994 1993 (Unaudited) (Thousands of dollars) ASSETS Current Assets Cash and cash equivalents $ 13,814 $ 31,730 Accounts receivable 652,963 532,353 Inventories: Finished products 291,673 282,841 Work in process, raw materials and supplies 145,101 146,313 436,774 429,154 Deferred income taxes 44,444 46,695 Other current assets 18,262 16,919 Total current assets 1,166,257 1,056,851 Noncurrent Assets Deferred income taxes 77,291 68,559 Pension investments 162,733 168,103 Intangibles 312,671 319,657 Other noncurrent assets 59,328 35,266 612,023 591,585 Property, Plant and Equipment 1,508,641 1,447,691 Less allowance for depreciation 707,993 626,629 Total property, plant and equipment 800,648 821,062 Total Assets $2,578,928 $2,469,498 See notes to condensed consolidated financial statements. 4 MAYTAG CORPORATION Condensed Statements of Consolidated Financial Condition - Continued September 30 December 31 1994 1993 (Unaudited) (Thousands of dollars) LIABILITIES AND SHAREOWNERS' EQUITY Current Liabilities Notes payable $ 125,713 $ 157,571 Accounts payable 218,522 195,981 Compensation to employees 64,771 84,405 Accrued liabilities 170,906 178,015 Income taxes payable 0 16,193 Current maturities of long-term debt 58,864 18,505 638,776 650,670 Total current liabilities Noncurrent liabilities Deferred income taxes 49,735 44,882 Long-term debt 680,166 724,695 Postretirement benefits other than pensions 407,680 391,635 Other noncurrent liabilities 96,249 70,835 1,233,830 1,232,047 Total noncurrent liabilities Shareowners' Equity 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 477,199 480,067 Retained earnings 415,625 325,823 Cost of Common stock in treasury (1994- 9,836,447 shares; 1993- 10,430,833 shares) (219,242) (232,510) Employee stock plans (61,512) (62,342) Foreign currency translation (52,186) (70,695) Total shareowners' equity 706,322 586,781 Total Liabilities and Shareowners' Equity $2,578,928 $2,469,498 See notes to condensed consolidated financial statements. 5 MAYTAG CORPORATION Condensed Statements of Consolidated Cash Flows (Unaudited) Nine Months Ended September 30 1994 1993 (Thousands of Dollars) Operating Activities Net income $ 129,980 $ 33,801 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 88,614 82,402 Deferred income taxes (1,265) (32,290) Free flights promotion expenses 700 52,420 Changes in selected working capital items: Inventories (1,639) (33,058) Receivables and other current assets (114,661) (91,650) Free flights reserve (26,322) (15,478) Reorganization reserve (23,489) (26,921) Other current liabilities 24,665 6,538 Net change in pension investments 10,652 (2,012) Change in postretirement medical liability 16,045 9,204 Other - net (4,632) 5,221 Net cash provided by (used in) operating 98,648 (11,823) activities Investing Activities Capital expenditures - net (50,753) (66,214) Net cash used in investing activities (50,753) (66,214) Financing Activities Proceeds from long-term debt 5,500 Decrease in long-term debt (4,480) (54,784) Increase (decrease) in notes payable (39,001) 152,059 Stock options exercised and other stock transactions 10,941 1,808 Dividends (40,178) (40,169) Net cash provided by (used in) financing (72,718) 64,414 activities Effect of exchange rates on cash 6,907 (2,890) Decrease in cash and cash equivalents (17,916) (16,513) Cash and cash equivalents at beginning of year 31,730 57,032 Cash and cash equivalents at end of period $ 13,814 $ 40,519 See notes to condensed consolidated financial statements. 6 MAYTAG CORPORATION Notes to Condensed Consolidated Financial Statements September 30, 1994 (Unaudited) Basis of Presentation The accompanying unaudited condensed 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, 1994 are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. 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, 1993. Commencing with the first quarter of 1994, the Company changed its method of allocating certain components of income and expense to its industry segments and in compiling its geographic information. The Company is now allocating to its business units certain income and expenses that previously were allocated to "Corporate". Certain industry segment and geographic information for the third quarter and first nine months of 1993 identified below has been restated to reflect this change. The effect of this change is not material. Currently, certain subsidiaries located outside the United States are consolidated as of a date one month earlier than subsidiaries in the United States. Effective December 31, 1994, this one month difference will be eliminated for the subsidiaries located in Europe. The effect of this change is not expected to be material to either the Company's consolidated or European earnings, but it will increase the sales in the fourth quarter and full year of 1994 as compared to the fourth quarter and full year of 1993. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. COMPARISON OF 1994 WITH 1993 Net sales in the third quarter of 1994 increased over the third quarter of 1993 primarily as a result of the increase in sales of the North American Appliance Group, as well as higher sales by Dixie-Narco, the Company's vending equipment operation. The North American Appliance Group had sales of $678.3 million, up 11.0 percent from sales of $611.2 million in the third quarter of 1993. The increase in sales of this group is primarily due to industry growth, volume increases from market share gains in virtually all product categories and the introduction of new products. Year-over-year growth in sales of this group is expected for the remainder of the year, but at a lower level than was experienced in the first three quarters. Dixie-Narco's sales in the third quarter were up 20.4 percent, from $39.8 million in 1993 to $48 million in 1994 due to increased demand 7 for its core soft drink vending machines and the sales of its new glass door merchandiser. Sales by the Hoover European Appliance Group ("Hoover Europe") were $82.9 million in the third quarter of 1994, compared to $85.4 million in the third quarter of 1993. The increase in net sales for the first nine months of 1994 is primarily due to the increase in year-to-date net sales in the North American Appliance Group of 15.7 percent to $1,995.7 million, partially offset by the decrease in net sales of Hoover Europe of 10.5 percent to $259.3 million in 1994 from $289.8 million in the same period in 1993. Dixie- Narco's sales also contributed to the year-over-year sales improvement by increasing 19.3 percent to $149.3 million in the nine month period. The improvement in gross margin in both the third quarter and nine months is primarily the result of improved volume-related production efficiencies, reduced material costs from a coordinated purchasing program, favorable product mix, and new products in the North American Appliance Group. In addition, margins in Hoover Europe improved due to lower operating costs from completion of the floorcare plant consolidation, lower levels of employment and reduced material costs. Third quarter and first nine months selling, general and administrative expenses (SG&A) increased over 1993 (excluding the special charge described below) primarily to support the higher sales volumes. In the first quarter of 1993, the Company recognized a one-time $50 million pretax charge ($30 million aftertax or $0.28 per share) for two Hoover Europe free flights promotion programs ("free flights promotion"). Excluding the free flights promotion, SG&A expenses were $383.7 million or 17.1 percent of sales for the first nine months of 1993. The improvement in consolidated operating income in the third quarter of 1994 over the same period in the prior year was primarily due to the North American Appliance Group, which increased to $86.8 million, up 32.6 percent from $65.5 million a year ago. The operating loss for Hoover Europe was $0.9 million in the third quarter of 1994 compared to a loss of $8 million during the comparable period in 1993. Cost containment programs have contributed to the improvement year-over-year. Dixie-Narco had third quarter operating income of $5.5 million compared to $4.5 million a year ago. Excluding the charge for the free flights promotion, consolidated 1993 nine month operating income would have been $161.4 million, or 7.2 percent of sales. In the third quarter of 1994, the Company recorded a tax benefit in the United States associated with the funding of operating losses and reorganization costs in Europe over the past several years. This benefit reduced the Company's tax expense in the third quarter by $20 million or $0.19 per share. Excluding the effects of this transaction, the effective tax rate was 42% in the nine months ending September 30, 1994, compared to 43% in the comparable period in 1993. The $.03 per share charge to record the cumulative effect of an accounting change in the first nine months of 1994 reflects the mandatory adoption of an accounting pronouncement, Statement of Financial Accounting Standards No. 112 "Employers' Accounting for Postemployment Benefits," which the Company adopted effective January 1, 1994. 8 LIQUIDITY AND CAPITAL RESOURCES The increase in accounts receivable since December 31, 1993 is primarily due to higher sales volumes and an increase in days outstanding in the North American Appliance Group. Other noncurrent assets increased from December 31, 1993 primarily due to the recording of receivables for certain income tax carrybacks and an increase in long-term financing notes to appliance and vending equipment customers. The liability for compensation to employees decreased since year-end due to payments made in the first nine months in connection with the European reorganization announced in 1992. Other noncurrent liabilities increased from year-end principally due to ongoing charges for pensions and ongoing postretirement medical expenses. The increase in net cash provided by operations in the first nine months of 1994 compared to 1993 was a result of increased earnings which included higher non-cash charges relating to depreciation, amortization, postretirement medical and pensions. The decrease in net deferred income tax assets results primarily from the first nine months of 1993 reflecting the deferred tax benefit for the free flights promotion and certain reclassifications made in both periods. Offsetting this improvement was a use of cash for increases in inventory and receivables, and payments for the free flights promotion and the Company's North American and European reorganizations. Current liabilities increased mainly to support the additional inventory and due to a change in the timing of health care payments. The lower capital expenditures for the first nine months of 1994 compared to 1993 resulted from more projects being in a developmental stage in 1994, compared to projects in an implementation stage in 1993. Full year capital expenditures for 1994 are expected to be less than depreciation. However, compliance with current and anticipated laws and regulations governing product performance related to the protection of the environment and various cost improvement projects are expected to significantly increase capital expenditures over the next five years. Although the amounts are not known at this time, the total annual capital spending is expected to exceed depreciation in these years. In the fourth quarter, a customer of the North American Appliance Group filed for protection from creditors under the bankruptcy code. A portion of the amount owed to the Company may not be collectible, however the loss is not expected to be material. 9 MAYTAG CORPORATION Exhibits and Reports on Form 8-K September 30, 1994 PART II OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits (11) Computation of Per Share Earnings (12) Computation of Ratio of Earnings to Fixed Charges (b) Reports on Form 8-K Under Item 5, the Company filed a Current Report on Form 8-K dated September 30, 1994 announcing that it would not proceed with a planned initial public stock offering of its Hoover operations in Australia and New Zealand, as was previously announced on May 23, 1994. MAYTAG CORPORATION Signatures September 30, 1994 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 11, 1994 By M. A. Garth M. A. Garth Vice President and Controller 10