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 June 30, 1999
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 June 30, 1999:
Common Stock, $1.25 par value - 87,264,367
Page 1 of 19
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended June 30, 1999
I N D E X
Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of Income...............3
Condensed Consolidated Balance Sheets.....................4
Condensed Consolidated Statements of Cash Flows...........6
Notes to Condensed Consolidated Financial Statements......7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................10
Item 3. Quantitative and Qualitative Disclosures about Market
Risk................................................16
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security
Holders.............................................17
Item 6. Exhibits and Reports on Form 8-K....................18
Signatures...............................................19
2
Part I FINANCIAL INFORMATION
Item 1. Financial Statements
MAYTAG CORPORATION
Condensed Consolidated Statements of Income
Three Months Ended Six Months Ended
June 30 June 30
In thousands except per
share data 1999 1998 1999 1998
Net sales $ 1,085,389 $ 1,021,699 $ 2,191,575 $ 2,062,085
Cost of sales 762,631 734,581 1,541,480 1,471,066
Gross profit 322,758 287,118 650,095 591,019
Selling, general and
administrative
expenses 166,011 160,967 339,856 329,788
Operating income 156,747 126,151 310,239 261,231
Interest expense (15,313) (15,614) (30,692) (31,199)
Other - net 704 1,405 1,269 1,733
Income before income
taxes and minority
interest 142,138 111,942 280,816 231,765
Income taxes 52,600 41,558 104,604 85,690
Income before
minority interest 89,538 70,384 176,212 146,075
Minority interest (1,336) (2,397) (994) (5,821)
Net income $ 88,202 $ 67,987 $ 175,218 $ 140,254
Basic earnings per common share:
Net income $ 1.00 $ 0.73 $ 1.98 $ 1.50
Diluted earnings per common share:
Net income $ 0.97 $ 0.71 $ 1.92 $ 1.47
Dividends per common share:
Net income $ 0.18 $ 0.16 $ 0.36 $ 0.32
See notes to condensed consolidated financial statements.
3
MAYTAG CORPORATION
Condensed Consolidated Balance Sheets
June 30 December 31
In thousands except share data 1999 1998
Assets
Current assets
Cash and cash equivalents $ 24,717 $ 28,642
Accounts receivable 569,612 472,979
Inventories 450,315 383,753
Deferred income taxes 39,052 39,014
Other current assets 44,258 44,474
Total current assets 1,127,954 968,862
Noncurrent assets
Deferred income taxes 127,273 120,273
Prepaid pension cost 1,452 1,399
Intangible pension asset 62,811 62,811
Other intangibles 434,201 424,312
Other noncurrent assets 41,000 44,412
Total noncurrent assets 666,737 653,207
Property, plant and equipment
Property, plant and equipment 2,020,755 1,954,263
Less allowance for depreciation 1,046,886 988,669
Total property, plant and equipment 973,869 965,594
Total assets $ 2,768,560 $ 2,587,663
See notes to condensed consolidated financial statements.
4
MAYTAG CORPORATION
Condensed Consolidated Balance Sheets - Continued
June 30 December 31
In thousands except share data
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 137,561 $ 112,898
Accounts payable 282,020 279,086
Compensation to employees 66,238 81,836
Accrued liabilities 195,761 176,701
Income taxes payable 7,000
Current portion of long-term debt 210,205 140,176
Total current liabilities 898,785 790,697
Noncurrent liabilities
Deferred income taxes 9,957 21,191
Long-term debt, less current portion 390,373 446,505
Postretirement benefit liability 464,988 460,599
Accrued pension cost 82,386 69,660
Other noncurrent liabilities 105,700 117,392
Total noncurrent liabilities 1,053,404 1,115,347
Minority interest 271,070 174,055
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 509,180 467,192
Retained earnings 903,432 760,115
Cost of Common stock in treasury
(1999 - 29,986,226 shares;
1998 - 27,932,506 shares) (959,592) (805,802)
Employee stock plans (40,053) (45,331)
Accumulated other comprehensive income (14,104) (15,048)
Total shareowners' equity 545,301 507,564
Total liabilities and shareowners'
equity $2,768,560,276 $2,587,663,258
See notes to condensed consolidated financial statements.
5
MAYTAG CORPORATION
Condensed Consolidated Statements of Cash Flows
Six Months Ended
June 30
In thousands 1999 1998
Operating activities
Net income $ 175,218 $ 140,254
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 994 5,821
Depreciation and amortization 72,831 75,578
Deferred income taxes (18,272) (7,271)
Changes in working capital items exclusive
of business acquisitions:
Accounts receivable (94,699) (116,963)
Inventories (64,062) (18,152)
Other current assets 237 4,460
Other current liabilities 21,153 30,620
Pension assets and liabilities 12,673 10,263
Postretirement benefit liability 4,389 3,522
Other - net (6,458) 30,721
Net cash provided by operating activities 104,004 158,853
Investing activities
Capital expenditures (75,286) (59,388)
Business acquisitions, net of cash acquired (3,551)
Total investing activities (78,837) (59,388)
Financing activities
Proceeds from issuance of notes payable 26,838 128,365
Repayment of notes payable (2,175) (1,615)
Proceeds from issuance of long-term debt 24,001
Repayment of long-term debt (10,104) (4,107)
Stock repurchases (172,877) (159,115)
Forward stock purchase amendment (63,782)
Stock options exercised and other common stock
transactions 40,581 30,635
Dividends (35,875) (34,384)
Investment by joint venture partner 6,900
Proceeds from sale of Maytag Trust and Maytag
units 100,000
Total financing activities (29,611) (97,103)
Effect of exchange rates on cash 519 (1,093)
Increase (decrease) in cash and cash
equivalents (3,925) 1,269
Cash and cash equivalents at beginning of period 28,642 27,991
Cash and cash equivalents at end of period $ 24,717 $ 29,260
See notes to condensed consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Condensed Consolidated Financial Statements
June 30, 1999
NOTE A--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
six month period ended June 30, 1999 are not necessarily indicative of the
results that are expected for the year ending December 31, 1999. 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, 1998.
NOTE B--COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax, are as
follows (in thousands):
Three Months Ended June 30 1999 1998
Net income $ 88,202 $ 67,987
Unrealized gains (losses) on securities (635) 635
Foreign currency translation 530 (976)
Comprehensive income $ 88,097 $ 67,646
Six Months Ended June 30 1999 1998
Net income $ 175,218 $ 140,254
Unrealized losses on securities (212) (1,328)
Foreign currency translation 1,156 (1,455)
Comprehensive income $ 176,162 $ 137,471
The components of accumulated other comprehensive income, net of related tax,
are as follows:
June 30 December 31
In thousands 1999 1998
Unrealized losses on securities $ (5,074) $ (4,862)
Foreign currency translation (9,030) (10,186)
Accumulated other comprehensive income $ (14,104) $ (15,048)
NOTE C--INVENTORIES
Inventories consisted of the following:
June 30 December 31
In thousands 1999 1998
Raw materials $ 71,238 $ 69,039
Work in process 74,251 66,578
Finished products 373,030 317,331
Supplies 9,219 8,856
Total FIFO cost 527,738 461,804
Less excess of FIFO cost over LIFO 77,423 78,051
Inventories $ 450,315 $ 383,753
7
NOTE D--EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
Three Months Ended Six Months Ended
June 30 June 30
In thousands except
per share data 1999 1998 1999 1998
Numerator for basic
and diluted
earnings per share
-- net income $ 88,202 $ 67,987 $ 175,218 $ 140,254
Denominator for
basic earnings per
share -- weighted-
average shares 87,871 93,116 88,279 93,731
Effect of dilutive
securities:
Stock option
plans 2,000 1,753 1,911 1,700
Restricted
stock awards 161 187 151 174
Forward stock
purchase
contract 941 129 773 65
Dilutive potential
common shares 3,102 2,069 2,835 1,939
Denominator for
diluted earnings
per share --
adjusted weighted-
average shares 90,973 95,185 91,114 95,670
Basic earnings per
share $ 1.00 $ 0.73 $ 1.98 $ 1.50
Diluted earnings
per share $ 0.97 $ 0.71 $ 1.92 $ 1.47
NOTE E--CONTINGENCIES
Maytag has contingent liabilities arising in the normal course of business,
including: guarantees, repurchase agreements, pending litigation, environmental
remediation and other claims, taxes and other claims which are not considered to
be significant in relation to Maytag's consolidated financial position.
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 commercial cooking and
vending equipment. These products are sold primarily to distributors, soft
drink bottlers, restaurant chains and dealers in North America and targeted
international markets.
8
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 Six Months Ended
June 30 June 30
In thousands 1999 1998 1999 1998
Net sales
Home appliances $ 916,662 $ 860,858 $ 1,843,110 $ 1,742,844
Commercial
appliances 140,499 130,017 277,245 237,996
International
appliances 28,228 30,824 71,220 81,245
Consolidated $1,085,389 $ 1,021,699 $ 2,191,575 $ 2,062,085
total
Operating income
(loss)
Home appliances $ 147,817 $ 117,059 $ 296,183 $ 244,809
Commercial
appliances 18,281 16,077 36,314 27,961
International
appliances 360 2,103 (2,723) 6,341
Total for
reportable 166,458 135,239 329,774 279,111
segments
Corporate (9,711) (9,088) (19,535) (17,880)
Consolidated $ 156,747 $ 126,151 $ 310,239 $ 261,231
total
The reconciliation of segment profit to consolidated income before
income taxes and minority interest consisted of the following:
Three Months Ended Six Months Ended
June 30 June 30
In thousands 1999 1998 1999 1998
Total operating
income for
reportable segments $ 166,458 $ 135,239 $ 329,774 $ 279,111
Corporate (9,711) (9,088) (19,535) (17,880)
Interest expense (15,313) (15,614) (30,692) (31,199)
Other - net 704 1,405 1,269 1,733
Consolidated
income before
income taxes
and minority $ 142,138 $ 111,942 $ 280,816 $ 231,765
interest
9
Asset information for Maytag's reportable segments consisted of the
following:
June 30 December 31
In thousands 1999 1998
Total assets
Home appliances $ 1,883,553 $ 1,736,396
Commercial appliances 306,043 266,750
International appliances 253,494 255,361
Total for reportable segments 2,443,090 2,258,507
Corporate 325,470 329,156
Consolidated total $ 2,768,560 $ 2,587,663
Item 2. Management s Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 1999 with 1998
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 Condensed Consolidated Financial Statements.)
Net Sales: Consolidated net sales were $1.09 billion in the second quarter of
1999, an increase of 6 percent compared to 1998. For the first half of 1999,
consolidated net sales increased 6 percent to $2.19 billion compared to the
first half of 1998.
Net sales of home appliances, which includes major appliances and floor
care products, increased 7 percent in the second quarter of 1999 compared to
1998. For the first half of 1999, net sales for home appliances increased 6
percent compared to the same period in 1998. The net sales increase in the
first half of 1999 was due primarily to increased sales of premium brand home
appliances, including Maytag Neptune laundry products, Maytag and Jenn-Air brand
side by side refrigerators, Maytag and Jenn-Air cooking products, Hoover vacuum
cleaners and Hoover deep carpet cleaners, partially offset by a decrease in
sales of value brand products. Net sales also benefited from favorable economic
conditions that contributed to strong growth in industry shipments of major
appliances and floor care products in the first half of 1999 compared to the
same period in the prior year. Maytag plans to introduce new premium brand home
appliances throughout the remainder of 1999.
Net sales of commercial appliances, which includes commercial cooking and
vending equipment, were up 8 percent from the second quarter of 1998. For the
first half of 1999, net sales of commercial appliances increased 17 percent from
the same period in 1998. The net sales increase in the first half of 1999 was
due primarily to an increase in the sales volume of Dixie-Narco can and bottle
venders and Blodgett cooking products. First half net sales of 1999 included
sales of Jade Products Company ("Jade"), a manufacturer of premium commercial
ranges and refrigeration units and commercial-style residential ranges and
outdoor grills acquired by Maytag January 1, 1999. Excluding Jade, commercial
appliances 1999 net sales increased 4 percent and 13 percent from the second
quarter and the first half of 1998, respectively. Maytag expects industry
demand for vending equipment for the remainder of 1999 to be approximately the
same as the prior year. However, a major customer was recently temporarily
restricted in its distribution of products in several European countries.
Maytag is currently unable to determine what effect, if any, this could have on
future Dixie-Narco sales but should the customer elect to defer purchases of
vending machines, the impact could be significant to Dixie-Narco and the
commercial appliances segment.
10
Net sales of international appliances, which consists of Maytag s 50.5
percent-owned joint venture in China ("Rongshida-Maytag") were down 8 percent in
the second quarter of 1999 compared to 1998. For the first half of 1999, net
sales for international appliances were down 12 percent compared to the prior
year. The net sales decrease was attributable to lower unit sales and lower
selling prices of home laundry products.
Gross Profit: Consolidated gross profit as a percent of sales increased to 29.7
percent of sales in the second quarter of 1999 from 28.1 percent of sales in the
second quarter of 1998. For the first half of 1999, consolidated gross profit
as a percent of sales increased to 29.7 percent compared to 28.7 percent in
1998. The increase in gross margin was due primarily to favorable brand and
product sales mix and lower raw material costs partially offset by higher
warranty costs compared to the prior year.
Maytag expects raw material prices in the United States to be approximately
the same to slightly lower than the prior year throughout the remainder of 1999.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 15.3 percent of sales in the second quarter of 1999
compared to 15.8 percent of sales in the second quarter of 1998. For the first
half of 1999, consolidated selling, general and administrative expenses were
15.5 percent of sales compared to 16.0 percent in 1998. The decrease is
selling, general and administrative expenses was due primarily to lower
advertising expenses as a percent of sales in home appliances in the first half
of 1999 compared to the first half of 1998.
Operating Income: Consolidated operating income for the second quarter of 1999
increased 24 percent to $157 million, or 14.4 percent of sales, compared to $126
million, or 12.3 percent of sales, in the same period in 1998. Consolidated
operating income for the first half of 1999 increased 19 percent to $310
million, or 14.2 percent of sales, compared to $261 million, or 12.7 percent of
sales, in the same period in 1998.
Home appliances operating income increased 26 percent in the second quarter
of 1999 compared to 1998. Operating margin for the second quarter of 1999 was
16.1 percent of sales compared to 13.6 percent of sales in 1998. Home
appliances operating income increased 21 percent in the first half of 1999
compared to the same period in 1998. Operating margin for the first half of
1999 was 16.1 percent of sales compared to 14 percent of sales in 1998. The
increase in operating margin was due primarily to the increase in gross profit
margins and decrease in selling, general and administrative expenses as a
percent of sales discussed above.
Commercial appliances operating income increased 14 percent in the second
quarter of 1999 compared to 1998. Operating margin for the second quarter of
1999 was 13 percent of sales compared to 12.4 percent of sales in 1998.
Operating income increased 30 percent in the first half of 1999 compared to
1998. Operating margin for the first half of 1999 was 13.1 percent of sales
compared to 11.7 percent of sales in 1998. The increase in operating margin was
due primarily to favorable product mix and the operating leverage obtained on
fixed expenses from the increase in sales volume.
International appliances operating income decreased 83 percent in the
second quarter of 1999 compared to 1998. Operating margin for the second quarter
of 1999 was 1.3 percent of sales compared to 6.8 percent of sales in 1998.
International appliances reported an operating loss of $3 million in the first
half of 1999 compared to operating income of $6 million in the first half of
1998. The decrease in operating income was due to the decrease in net sales
described above and an increase in provisions related to uncollectible accounts
receivable and losses on inventories. The economic environment in China and the
11
Asian region continues to adversely impact the operations of Rongshida-Maytag.
As a result of the lower than expected net sales in the first half of 1999, the
inventory levels of Rongshida-Maytag are higher than planned levels and
Rongshida-Maytag has taken action to reduce production until ecomomic conditions
improve.
Interest Expense: Interest expense decreased in the second quarter and first
half of 1999 decreased 2 percent from the same periods in 1998 as higher average
borrowings were more than offset by lower interest rates.
Income Taxes: The effective tax rate in the second quarter was 37 percent,
which was approximately the same as 37.1 percent in the second quarter of 1998.
The effective tax rate in the first half of 1999 was 37.3 percent, which was
approximately the same as 37 percent in the same period in 1998.
Minority Interest: In the second quarter of 1999, minority interest consisted
of the income attributable to the noncontrolling interest of Anvil Technologies
LLC of $1.8 million and the loss attributable to the noncontrolling interest of
Rongshida-Maytag of $0.5 million. In the second quarter of 1998, minority
interest consisted of the income attributable to the noncontrolling interest of
Anvil Technologies LLC of $1.9 million and Rongshida-Maytag of $0.5 million.
In the first half of 1999, minority interest consisted of the income
attributable to the noncontrolling interest of Anvil Technologies LLC of $3.7
million and the loss attributable to the noncontrolling interest of Rongshida-
Maytag of $2.7 million. In the first half of 1998, minority interest consisted
of the income attributable to the noncontrolling interest of Anvil Technologies
LLC of $3.7 million and Rongshida-Maytag of $2.1 million.
Net Income: Net income for the second quarter of 1999 was $88 million, or $0.97
diluted earnings per share, compared to net income of $68 million, or $0.71
diluted earnings per share in 1998. Net income for the first half of 1999 was
$175 million, or $1.92 diluted earnings per share, compared to net income of
$140 million, or $1.47 diluted earnings per share in 1998. The increase in net
income was due primarily to the increase in operating income. The increase in
diluted earnings per share was due to the increase in net income and the
positive effect of Maytag s share repurchase program. (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 consists
primarily of accounts receivable, inventories, other current assets and other
current liabilities.
Net cash provided by operating activities decreased due primarily to an
increase in cash used for working capital in the first half of 1999 compared to
1998.
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.
12
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 half of 1999 were $75 million compared to
$59 million in the first half of 1998. Maytag plans to invest approximately
$190 million in capital expenditures in 1999.
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade for approximately $19 million. In connection with the purchase, Maytag
retired debt and incurred transaction costs of $3.6 million and issued
approximately 290 thousand shares of Maytag common stock at a value of $15.6
million. The acquisition has been accounted for as a purchase, and the results
of its operations have been included in the consolidated financial statements
since the date of acquisition.
Total Financing Activities: Dividend payments on Maytag s common stock in the
first half of 1999 were $32 million, or $0.36 per share, compared to $30
million, or $0.32 per share in 1998.
In June 1999, Maytag, together with Maytag Capital Trust ("Maytag Trust"),
a newly established business trust, issued units which are comprised of (a) a
preferred security of the Maytag Trust which provides for a 6.3 percent per
annum distribution and (b) a purchase contract requiring the unitholder to
purchase shares of Maytag common stock from Maytag on June 30, 2002. An outside
investor purchased the units for a noncontrolling interest in the Maytag Trust
for $100 million. The Maytag Trust used the proceeds from the sale of the
units, in addition to a $3 million capital contribution from Maytag, to purchase
$103 million of 6.3 percent Maytag debentures due June 30, 2004. The terms of
the debentures parallel the terms of the preferred securities issued by the
Maytag Trust. The applicable distribution rate on the preferred securities of
the Maytag Trust that remain outstanding after June 28, 2002 will be reset to
reflect changes in the market for such securities. Under the purchase contract,
Maytag will pay the holder contract adjustment payments at a rate of 3.359
percent of the stated amount of units per annum. A maximum of 1.467 million
shares could be issued with the aggregate purchase price to be $100 million if
all such shares are purchased. The purchase contract allows Maytag to determine
the method of settlement. The Company s objective in this transaction was to
raise low-cost, equity funds. For financial reporting purposes, the results of
the Maytag Trust (other than those which are eliminated in consolidation) are
included in Maytag s consolidated financial statements. The outside investor s
noncontrolling interest in the Maytag Trust of $100 million as of June 30, 1999
is reflected in Minority Interest in the Condensed Consolidated Balance Sheets.
The income attributable to such noncontrolling interest will be reflected in
Minority Interest in the Condensed Consolidated Statements of Income.
During the first quarter of 1999, Maytag s board of directors authorized
the repurchase of up to 10 million additional shares beyond the previous
authorizations commencing in 1995. During the first half of 1999, Maytag
repurchased 2.7 million shares at a cost of $173 million. As of June 30, 1999,
of the 16 million shares which may be repurchased under the existing board
authorizations, Maytag is committed to purchase 5.3 million shares under put
options contracts, if such options are exercised. (See discussion of these put
option contracts below.) Maytag plans to continue the repurchase of shares over
a non-specified period of time.
In connection with the share repurchase program, Maytag sells 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. Maytag s
objective in selling put options is to reduce the average price of repurchased
shares. In the first half of 1999, Maytag received $29.6 million in premium
proceeds from the sale of put options. As of June 30, 1999, there were 5.3
13
million put options outstanding with strike prices ranging from $53.86 to
$73.44; the weighted-average strike price was $65.21.
During the first quarter of 1998, Maytag amended the forward stock purchase
agreement associated with the repurchase of four million shares entered into
Maytag during 1997. The future contingent purchase price adjustment included in
the forward stock purchase agreement was amended to provide for settlement based
on the difference in the market price of Maytag s common stock at the time of
settlement compared to the market price of Maytag s common stock as of March 24,
1998 rather than as of August 20, 1997. The net cost of the amendment was $64
million. The forward stock purchase contract allows Maytag to determine the
method of settlement. Maytag s objective in this transaction is to reduce the
average price of repurchased shares.
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 for interest coverage and leverage which Maytag was in compliance with
at June 30, 1999. In April, 1999, a shelf registration statement filed with the
Securites and Exchange Commission became effective, providing Maytag the ability
to issue an aggregate of $400 million of debt securities. 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 share repurchase programs, capital expenditures, working capital,
repayment or reduction of long-term and short-term debt and the financing of
acquisitions.
Market Risks
Maytag is exposed to foreign currency exchange risk inherent in its anticipated
sales and assets and liabilities denominated in foreign currencies. To mitigate
the short-term effects of changes in exchange rates on Maytag s foreign currency
denominated export sales, 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 interest rate risk in Maytag s debt and the
commodity price risk inherent in Maytag s purchase of certain commodities used
in the manufacture of its products.
There have been no material changes in the reported market risks of Maytag
since December 31, 1998. 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 December 31, 1998.
Year 2000
The much publicized "Year 2000 problem", affecting most companies, arises
because until recently many computer programs use only the last two digits to
refer to a year. Therefore, these computer programs do not properly recognize a
year that begins with "20" instead of "19". If not corrected, these computer
applications could fail or create erroneous results. Maytag uses computer
information systems and manufacturing equipment which may be affected. It also
relies on suppliers and customers who are also dependent on systems and
equipment which use date dependent software.
In 1996, Maytag began its project for the conversion or replacement of
North American computer information systems which did not properly address the
Year 2000. This project involved both plans for creating replacement systems
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for those computer information systems which were developed internally as well
as obtaining versions of software purchased from third parties which are Year
2000 ready. Maytag estimates that this project is approximately 97 percent
complete as of June 30, 1999. Maytag essentially has converted or replaced its
critical computer information systems for its North American business
operations. The remaining effort relates primarily to the conversion of non-
critical computer information systems which Maytag expects to complete during
third quarter 1999.
In mid-1997, Maytag began to review the manufacturing equipment used in
Maytag s North American operations as well as the systems related to the
infrastructure of the North American manufacturing and office facilities.
Maytag is continuing to inventory and verify Year 2000 readiness of computer
controlled manufacturing equipment and computer controls for the North American
manufacturing and office facilities. Maytag estimates that this project is
approximately 95 percent complete as of June 30, 1999. Maytag expects to
complete the remediation efforts of its production equipment and systems related
to its infrastructure for its North American business operations during third
quarter 1999.
In 1997, Maytag also began to assess the Year 2000 problem remediation
efforts of third parties in North America who have material relationships with
Maytag including, but not limited to: providers of services such as utilities,
suppliers of raw materials and customers where there is a significant business
relationship. However, there is no assurance that Maytag will not be adversely
affected by the Year 2000 problems of other organizations.
Rongshida-Maytag, Maytag s joint venture in China, is currently evaluating
and implementing Year 2000 corrections to the computer information systems and
equipment used in the manufacture of its products. There are major
uncertainties as to the Year 2000 readiness of enterprises in China including
third party suppliers of such basic services as utilities. Accordingly, Maytag
is unable to assess the likelihood of such an occurrence or the potential impact
to this joint venture.
The costs associated with Maytag s Year 2000 remediation are being expensed
as incurred, were not material to the performance of Maytag for previous periods
and are not expected to be material relative to the future performance of
Maytag. Maytag estimates it has spent approximately $17 million to date on the
Year 2000 issue and expects to spend not more than $20 million in total on the
Year 2000 issue. Maytag utilizes software which was acquired from third
parties. Maytag has maintenance agreements with certain of its software vendors
which, in return for annual contractual payments, enable it to obtain new
software releases, including versions which are Year 2000 ready.
If Maytag is unsuccessful, or if the remediation efforts of its key
suppliers or customers are unsuccessful with regard to Year 2000 remediation,
there may be a material adverse impact on Maytag s financial position and
results of operations. If Maytag s Year 2000 remediation effort is not
successful, the most likely worst case scenario is that Maytag will be unable to
manufacture and distribute its products for an indefinite period of time.
Maytag is unable to estimate the financial impact of Year 2000 issues because it
cannot predict the magnitude or time length of potential Year 2000 business
interruptions.
Maytag has developed a contingency plan which includes as a precautionary
measure an increased level of inventory to minimize the potential disruption in
Maytag s ability to manufacture and distribute products. Other contingency
plans have been developed to protect critical business processes that could be
impacted by disruptions outside of Maytag s control.
While Maytag expects its Year 2000 issues to be remedied successfully, it
cannot guarantee that Year 2000 problem, including those of third parties, will
not have an adverse effect on Maytag s consolidated financial position or
results of operations.
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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
Condensed 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" or "should." 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
ability of Maytag and customers and suppliers to become Year 2000 ready in a
timely manner; the cost and availability of raw materials and purchased
components; 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.
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MAYTAG CORPORATION
Submission of Matters to a Vote of Security Holders
June 30, 1999
PART II OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting of Shareholders on May 13, 1999.
(c) The following matters were voted upon at the Annual Meeting of
Shareholders:
1. The election of the nominees for the Board of Directors who will serve
for a term to expire at the 2002 Annual Meeting of Shareholders was
voted on by the shareholders. The nominees, all of whom were elected,
were Barbara R. Allen, Howard L. Clark, Jr., Leonard A. Hadley,
William T. Kerr. The Inspectors of Election certified the following
vote tabulations.
FOR WITHHELD NON-VOTES
Barbara R. Allen 76,356,908 434,596 0
Howard L. Clark, Jr. 76,356,770 434,734 0
Leonard A. Hadley 76,323,111 468,394 0
William T. Kerr 76,344,024 447,481 0
2. A proposal to select Ernst & Young LLP as independent auditors to
audit the financial statements to be included in the Annual Report to
Shareholders for 1999 was approved by the shareholders. The
Inspectors of Election certified the following vote tabulations.
FOR AGAINST ABSTAIN NON-VOTES
76,295,151 258,460 237,893 0
3. A shareholder proposal to recommend to the Board of Directors that it
act to provide for the election of the entire Board of Directors each
year. The Inspectors of Election certified the following vote
tabulations.
FOR AGAINST ABSTAIN NON-VOTES
30,812,747 30,394,447 958,223 11,626,087
4. A shareholder proposal to eliminate super-majority voting provision
in the Certificate of Incorporation. The Inspectors of Election
certified the following vote tabulations.
FOR AGAINST ABSTAIN NON-VOTES
29,418,455 34,492,048 1,254,912 11,626,089
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MAYTAG CORPORATION
Exhibits and Reports on Form 8-K
June 30, 1999
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
27 (a) Financial Data Schedule - Six Months Ended June 30, 1999
(b) Reports on Form 8-K
Maytag filed a Form 8-K dated June 3, 1999 under Item 7, Financial
Statements and Exhibits, which incorporated by reference exhibits relating
to Maytag's Medium-Term Notes, Series D.
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MAYTAG CORPORATION
Signatures
June 30, 1999
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: August 11, 1999
Gerald J. Pribanic
Executive Vice President and
Chief Financial Officer
Steven H. Wood
Vice President, Financial
Reporting and Audit and Chief
Accounting Officer