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 March 31, 2001
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___
---
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 2001:
Common Stock, $1.25 par value - 76,111,346
------------------------------------------
1
MAYTAG CORPORATION
Quarterly Report on Form 10-Q
Quarter Ended March 31, 2001
I N D E X
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Page
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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 5. Other Information....................................... 16
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
March 31
------------------------------
In thousands except per share data 2001 2000
- ---------------------------------------------------------------------------------------
Net sales $ 1,076,474 $ 1,095,493
Cost of sales 812,597 781,545
------------ ------------
Gross profit 263,877 313,948
Selling, general and administrative expenses 189,310 170,913
------------ ------------
Operating income 74,567 143,035
Interest expense (16,261) (13,523)
Other - net 1,090 (2,937)
------------ ------------
Income before income taxes and minority
interest 59,396 126,575
Income taxes (21,211) 46,200
------------ ------------
Income before minority interest 80,607 80,375
Minority interest (4,329) (4,452)
------------ ------------
Net income $ 76,278 $ 75,923
============ ============
Basic earnings per common share:
- ---------------------------------------------------------------------------------------
Net income $ 1.00 $ 0.95
Diluted earnings per common share:
- ---------------------------------------------------------------------------------------
Net income $ 0.96 $ 0.89
Dividends per common share $ 0.18 $ 0.18
See notes to consolidated financial statements.
3
MAYTAG CORPORATION
Consolidated Balance Sheets
March 31 December 31
In thousands except share data 2001 2000
- -------------------------------------------------------------------------------------
Assets
Current assets
- -------------------------------------------------------------------------------------
Cash and cash equivalents $ 21,302 $ 27,198
Accounts receivable 632,505 538,403
Inventories 414,810 408,550
Deferred income taxes 45,939 45,616
Other current assets 34,297 56,792
--------------- ---------------
Total current assets 1,148,853 1,076,559
Noncurrent assets
- -------------------------------------------------------------------------------------
Deferred income taxes 134,293 110,393
Prepaid pension cost 1,463 1,526
Intangible pension asset 49,889 49,889
Other intangibles 411,339 414,981
Other noncurrent assets 51,801 45,381
--------------- ---------------
Total noncurrent assets 648,785 622,170
Property, plant and equipment
- -------------------------------------------------------------------------------------
Property, plant and equipment 2,214,943 2,192,778
Less allowance for depreciation 1,252,694 1,222,583
--------------- ---------------
Total property, plant and equipment 962,249 970,195
--------------- ---------------
Total assets $ 2,759,887 $ 2,668,924
=============== ===============
See notes to consolidated financial statements.
4
MAYTAG CORPORATION
Consolidated Balance Sheets - Continued
March 31 December 31
In thousands except share data 2001 2000
- -------------------------------------------------------------------------------------
Liabilities and Shareowners' Equity
Current liabilities
- -------------------------------------------------------------------------------------
Notes payable $ 374,854 $ 358,430
Accounts payable 290,386 285,187
Compensation to employees 61,840 59,444
Accrued liabilities 209,852 204,144
Current portion of long-term debt 89,440 64,482
--------------- ---------------
Total current liabilities 1,026,372 971,687
Noncurrent liabilities
- -------------------------------------------------------------------------------------
Deferred income taxes 22,529 21,953
Long-term debt, less current portion 431,511 451,336
Postretirement benefit liability 483,969 480,422
Accrued pension cost 59,418 50,265
Other noncurrent liabilities 106,496 106,522
--------------- ---------------
Total noncurrent liabilities 1,103,923 1,110,498
Company obligated mandatorily redeemable
preferred capital securities of
subsidiary trust holding solely
the Company's debentures 200,000 200,000
Minority interests 164,202 165,063
Temporary equity: Put Options 200,000 200,000
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 281,065 285,924
Retained earnings 1,233,929 1,171,364
Cost of Common stock in treasury
(2001 - 41,039,247 shares;
2000 - 40,910,458 shares) (1,556,310) (1,539,163)
Employee stock plans (27,175) (31,487)
Accumulated other comprehensive income (12,557) (11,400)
--------------- ---------------
Total shareowners' equity 65,390 21,676
--------------- ---------------
Total liabilities and shareowners'
equity $ 2,759,887 $ 2,668,924
=============== ===============
See notes to consolidated financial statements.
5
MAYTAG CORPORATION
Consolidated Statements of Cash Flows
Three Months Ended
March 31
----------------------------
In thousands 2001 2000
- -------------------------------------------------------------------------------------
Operating activities
- -------------------------------------------------------------------------------------
Net income $ 76,278 $ 75,923
Adjustments to reconcile net income to net cash
provided by operating activities:
Minority interest 4,329 4,452
Depreciation 37,509 36,786
Amortization 3,543 3,665
Deferred income taxes (23,647) (8,585)
Changes in working capital items exclusive of
business acquisitions:
Accounts receivable (94,102) (118,874)
Inventories (6,260) (21,079)
Other current assets 22,495 20,405
Other current liabilities 27,354 44,257
Pension assets and liabilities 9,216 9,909
Postretirement benefit liability 3,547 3,842
Special charges, net of cash expenditures (6,596)
Other - net (4,868) (4,603)
--------- ---------
Net cash provided by operating activities 48,798 46,098
Investing activities
- -------------------------------------------------------------------------------------
Capital expenditures (31,164) (36,878)
--------- ---------
Total investing activities (31,164) (36,878)
Financing activities
- -------------------------------------------------------------------------------------
Proceeds from issuance of notes payable 20,034 50,277
Repayment of notes payable (3,610) (846)
Proceeds from issuance of long-term debt 8,824 175,000
Repayment of long-term debt (3,691) (3,870)
Stock repurchases (27,672) (208,723)
Forward stock purchase amendment (9,595)
Stock options exercised and other common stock
transactions 2,097 (933)
Dividends on common stock (13,713) (14,317)
Dividends on minority interests (5,190) (4,918)
--------- ---------
Total financing activities (22,921) (17,925)
Effect of exchange rates on cash (609) (20)
--------- ---------
Decrease in cash and cash equivalents (5,896) (8,725)
Cash and cash equivalents at beginning of period 27,198 28,815
--------- ---------
Cash and cash equivalents at end of period $ 21,302 $ 20,090
========= =========
See notes to condensed consolidated financial statements.
6
MAYTAG CORPORATION
Notes to Consolidated Financial Statements
March 31, 2001
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
three month period ended March 31, 2001 are not necessarily indicative of the
results that are expected for the year ending December 31, 2001. 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, 2000.
NOTE B--COMPREHENSIVE INCOME
Total comprehensive income and its components, net of related tax, are as
follows (in thousands):
Three Months Ended March 31 2001 2000
- -------------------------------------------------------------------------------------------
Net income $ 76,278 $ 75,923
Unrealized losses on securities (212) (1,023)
Foreign currency translation (945) 46
--------- ---------
Comprehensive income $ 75,121 $ 74,946
========= =========
The components of accumulated other comprehensive income, net of related tax are
as follows:
March 31 December 31
In thousands 2001 2000
- -------------------------------------------------------------------------------------------
Minimum pension liability adjustment $ (959) $ (959)
Unrealized losses on securities (212)
Foreign currency translation (11,386) (10,441)
---------- -----------
Accumulated other comprehensive income $ (12,557) $ (11,400)
========== ===========
7
NOTE C--INVENTORIES
Inventories consisted of the following:
March 31 December 31
In thousands 2001 2000
- ---------------------------------------------------------------------------------------
Raw materials $ 65,269 $ 62,556
Work in process 71,084 67,535
Finished products 360,136 359,376
Supplies 7,191 7,451
---------- ----------
Total FIFO cost 503,680 496,918
Less excess of FIFO cost over LIFO 88,870 88,368
---------- ----------
Inventories $ 414,810 $ 408,550
========== ==========
NOTE D--EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share:
March 31
------------------------------
In thousands except per share data 2001 2000
- -------------------------------------------------------------------------------------
Numerator for basic and diluted earnings
per share -- net income $ 76,278 $ 75,923
========= =========
Denominator for basic earnings per share --
weighted-average shares 76,205 80,151
Effect of dilutive securities:
Stock option plans 884 906
Restricted stock awards 92
Put options 2,151 4,266
--------- ---------
Potential dilutive common shares 3,035 5,264
--------- ---------
Denominator for diluted earnings per share
-- adjusted weighted-average shares
79,240 85,415
========= =========
Basic earnings per share $ 1.00 $ 0.95
========= =========
Diluted earnings per share $ 0.96 $ 0.89
========= =========
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.
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
8
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
March 31
-------------------------------------
In thousands 2001 2000
- --------------------------------------------------------------------------------------
Net sales
Home appliances $ 944,167 $ 953,426
Commercial appliances 94,968 111,135
International appliances 37,339 30,932
--------------- ----------------
Consolidated total $ 1,076,474 $ 1,095,493
=============== ================
Operating income
Home appliances $ 84,989 $ 146,009
Commercial appliances 1,417 7,410
International appliances (968) (170)
--------------- ----------------
Total for reportable segments 85,438 153,249
Corporate (10,871) (10,214)
--------------- ----------------
Consolidated total $ 74,567 $ 143,035
=============== ================
The reconciliation of segment profit to consolidated income before income taxes
and minority interest consisted of the following:
Three Months Ended
March 31
-------------------------------------
In thousands 2001 2000
- --------------------------------------------------------------------------------------
Total operating income for reportable
segments $ 85,438 $ 153,249
Corporate (10,871) (10,214)
Interest expense (16,261) (13,523)
Other - net 1,090 (2,937)
--------------- ----------------
Consolidated income before income
taxes and minority interest $ 59,396 $ 126,575
=============== ================
Asset information for Maytag's reportable segments consisted of the
following:
March 31 December 31
In thousands 2001 2000
- --------------------------------------------------------------------------------------
Total assets
Home appliances $ 1,888,347 $ 1,793,626
Commercial appliances 281,411 268,314
International appliances 249,912 259,255
Total for reportable segments 2,419,670 2,321,195
Corporate 340,217 347,729
--------------- ----------------
Consolidated total $ 2,759,887 $ 2,668,924
=============== ================
9
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
March 31
----------------------------------
In thousands 2001 2000
- --------------------------------------------------------------------------------------
Rongshida-Maytag $ 875 $ 395
Maytag Trusts (3,326) (2,975)
Anvil Technologies (1,878) (1,872)
--------------- --------------
Minority interest $ (4,329) $ (4,452)
=============== ==============
The outside investors' noncontrolling interest reflected in Minority interest in
the Consolidated Balance Sheets consisted of the following:
March 31 December 31
In thousands 2001 2000
- ---------------------------------------------------------------------------------------
Rongshida-Maytag $ 64,091 $ 64,966
Anvil Technologies 100,111 100,097
---------------- -------------
Minority interest $ 164,202 $ 165,063
=============== ==============
NOTE H--IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
As of January 1, 2001, the Company adopted Statement of Financial Accounting
Standards No. 133 ("SFAS 133"), "Accounting For Derivative Instruments and
Hedging Activities," as amended in June 2000 by Statement of Financial
Accounting Standards No. 138 ("SFAS 138"), "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," which require companies to
recognize all derivatives as either assets or liabilities in the balance sheet
and measure such instruments at fair value. Derivatives that are not designated
as hedges must be adjusted to fair value through income. If the derivative is
designated as a hedge, depending on the nature of the hedge, changes in the fair
value of the derivatives will either be offset against the change in fair value
of the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The adoption of SFAS No.133 and No.138 did not result in any
significant adjustment to the Company's earnings.
The Company uses interest rate swaps to adjust the proportion of total debt that
is subject to variable and fixed interest rates. To manage associated cost of
this debt in an efficient manner, the Company enters into interest rate swaps,
in which the Company agrees to exchange, at specified intervals, the difference
between interest amounts calculated by reference to an agreed upon notional
principal amount. At March 31, 2001, the Company had interest rate swaps with a
fair market value of approximately $9 million designated as fair value hedges of
underlying fixed rate debt obligations. The mark-to-market values of both the
fair value hedge instruments and the underlying debt obligations are recorded as
Other noncurrent assets and Long-term debt on the Consolidated Balance Sheet,
respectively with equal and offsetting unrealized gains and losses in the
interest expense component of the Consolidated Statements of Income. The Company
has analyzed their interest rate swaps and determined there is no
ineffectiveness, and as a result, there is no current impact to earnings.
10
The Financial Accounting Standards Board's(FASB) Emerging Issues Task Force
(EITF)issue No.00-19, "Determination of Whether Share Settlement is Within the
Control of the Issuer for Purposes of Applying EITF Issue No.96-13," is
effective June 30, 2001. As the Company has determined that certain contract
features limit the Company's ability to determine a net share settlement, EITF
00-19 will require the Company to record the put options related to the Maytag
Trusts as a liability on June 30, 2001. The Company has estimated the unrecorded
fair market value liability at March 31, 2001 to be $62.1 million.
EITF 00-19 will also require the mark-to-market of the stock purchase contract
feature within the Maytag Trusts as the stock purchase contract also contains
features which limit the Company's ability to determine a net share settlement.
At March 31, 2001 the unrecorded mark-to-market asset approximates $50.1
million. If the fair market values would remain the same until June 30, 2001,
the Company would need to recognize a cumulative effect change in accounting
principle change loss of approximately $12 million.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Comparison of 2001 with 2000
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 $1.076 billion in the first quarter of
2001, a decrease of 2 percent compared to the same period in 2000.
Home appliances net sales, which include major appliances and floor care
products, were slightly lower in the first quarter of 2001 compared to the same
period in 2000 with a decrease in major appliances sales being partially offset
by growth in floor care product sales. The decrease in major appliances sales
was a result of weaker industry conditions and a competitive pricing
environment. Maytag posted increases in sales of laundry and dishwasher products
which were more than offset by sales declines in cooking and refrigeration
products. The growth in sales of floor care product occurred, despite the
industry being relatively flat, as well as experiencing a shift towards lower
priced products. For the full year of 2001, Maytag expects the major appliances
industry to be down three to five percent and expects the floorcare industry to
be relatively flat compared to 2000.
Commercial appliances net sales, which include vending and foodservice
equipment, decreased 15 percent in the first quarter of 2001 compared to the
same period in 2000. The net sales decrease was due primarily to the continued
weak vending equipment industry as well as a decline in foodservice sales. The
vending equipment industry decline is expected to continue through the remainder
of 2001.
Net sales of international appliances, which consist of Maytag's 50.5
percent owned joint venture in China ("Rongshida-Maytag"), increased 21 percent
in the first quarter of 2001 compared to the same period in 2000 primarily due
to an increase in laundry sales.
Gross Profit: Consolidated gross profit as a percent of sales decreased to 24.5
percent of sales in the first quarter of 2001 from 28.7 percent of
11
sales in the same period in 2000. The decrease in gross margin was due primarily
to lower sales and production volume, selective price decreases associated with
an increasingly competitive major appliances business environment, unfavorable
product mix, as well as higher distribution, warranty and raw material costs.
Production levels were down due to lower sales levels as well as selective
reduction in inventory levels which resulted in unfavorable overhead absorption.
Maytag expects raw material prices for the remainder of 2001 to be relatively
flat to slightly lower compared to 2000.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 17.6 percent of sales in the first quarter of 2001
compared to 15.6 percent of sales in the same period in 2000. The increase was
due primarily to higher selling and advertising expenses to support new product
introductions and increase brand awareness. Maytag expects the trend in selling
and advertising expense to continue through the remainder of 2001.
Operating Income: Consolidated operating income for the first quarter of 2001
decreased 48 percent to $75 million, or 6.9 percent of sales, compared to $143
million, or 13.1 percent of sales, in the same period in 2000. The decrease in
operating margin was due primarily to the decrease in gross profit margin and
increased selling, general and administrative expenses as a percent of sales
discussed above.
Home appliances operating income decreased 42 percent in the first quarter
of 2001 compared to 2000. Operating margin for the first quarter of 2001 was 9
percent of sales compared to 15.3 percent of sales in the same period in 2000.
The decrease in operating margin was due primarily to the decrease in gross
profit margins and increased selling, general and administrative expenses as a
percent of sales discussed above.
Commercial appliances operating income decreased 81 percent in the first
quarter of 2001 compared to the same period in 2000. Operating margin for the
first quarter of 2001 was 1.5 percent of sales compared to 6.7 percent of sales
in the same period in 2000. The decrease in operating margin was due primarily
to the decline in net sales discussed above.
International appliances reported an operating loss of $1.0 million in the
first quarter of 2001 compared to an operating loss of $0.2 million in the same
period in 2000. The unfavorable comparison to 2000 was due primarily to the
competitive pricing environment in China.
Interest Expense: Interest expense for the first quarter of 2001 was 20 percent
higher than the same period in 2000 due to higher average borrowings primarily
associated with share repurchases.
Income Taxes: The first quarter of 2001 included a one-time tax benefit of $42
million associated with an Internal Revenue Service audit settlement related to
recognition of capital gains in prior year tax returns that were offset by
available capital loss carryforwards.
The effective tax rate, excluding the one-time tax benefit, for the first
quarter was 35 percent, a decrease from 36.5 percent for the first quarter of
2000. The decrease in the effective tax rate was primarily due to state tax
initiatives and research and development credits. Maytag expects the effective
tax rate for the remainder of 2001 to be approximately 35 percent.
Minority Interest: Minority interest decreased by $0.2 million in the first
quarter of 2001 compared to the first quarter of 2000 primarily due to the
increased operating loss for Rongshida-Maytag.
12
Net Income: The following table summarizes the impact of the one-time tax
benefit on reported net income and diluted earnings per share. The decrease in
net income, excluding the one-time tax benefit, was primarily due to the
decrease in operating income and higher interest expense partially offset by the
decrease in the effective tax rate. The decrease in diluted earnings per share,
excluding the one-time tax benefit, was due to the decrease in net income
partially offset by the impact of lower shares outstanding as a result of
Maytag's share repurchase program.
Quarter Ended
March 31
--------------------
Net income (in millions) 2001 2000
- -----------------------------------------------------------------
Excluding tax benefit $ 34.3 $ 75.9
Tax benefit 42.0
-------- --------
Reported $ 76.3 $ 75.9
======== ========
Quarter Ended
March 31
--------------------
Diluted earnings per common share 2001 2000
- -----------------------------------------------------------------
Excluding tax benefit $ 0.43 $ 0.89
Tax benefit 0.53
-------- --------
Reported $ 0.96 $ 0.89
======== ========
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
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 for the first quarter of 2001
increased slightly compared to the same period in 2000 primarily due to a
decrease in working capital requirements in the first quarter of 2001 compared
to the same period in 2000.
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's capital expenditures represent continual
investments 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 quarter of 2001 were $31 million compared
to $37 million in 2000. Maytag plans to invest approximately $180 to $190
million in capital expenditures in 2001.
Total Financing Activities: Dividend payments on Maytag's common stock in the
first quarter of 2001 and 2000 were $14 million, or $0.18 per share.
During the first quarter of 2001, Maytag repurchased 0.4 million shares of
common stock at a cost of $28 million. Maytag is obligated to repurchase 5.3
million shares under put option contracts, if such options are exercised. (See
discussion of these put option contracts below.)
13
In connection with the share repurchase program, Maytag sold put options
that 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. Of the 5.3 million
shares committed to be repurchased under put option contracts, there were 0.9
million put options outstanding as of March 31, 2001 (all of which expire by the
end of September 2001) with strike prices ranging from $37.00 to $65.45; the
weighted-average strike price was $51.79. As of March 31, 2001, there were 4.4
million put options outstanding, the remainder of the 5.3 million shares
committed to be repurchased under put option contracts, associated with the
financing transactions that established the Maytag Capital Trusts in 1999. The
4.4 million put options expire in 2002 and have a strike price of $45.
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 credit agreements
with a consortium of lenders which provide revolving credit facilities totaling
$400 million. On May 3, 2001, Maytag replaced the previous credit agreement with
two new agreements. The previous credit agreement included covenants with
respect to interest coverage and leverage which Maytag was in compliance with at
March 31, 2001. Maytag had $320 million of commercial paper outstanding as of
March 31, 2001. In April of 2001, Maytag issued $185 million of notes due March
31, 2006 under its previously filed shelf registration. Maytag plans to file a
new shelf registration statement in 2001. Maytag expects to use the net proceeds
from the sale of the securities for general corporate purposes, including the
funding of share repurchases (including obligations for 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 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, 2000. 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, 2000.
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
14
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
March 31, 2001
PART II OTHER INFORMATION
Item 5. Other Information.
In May 2001, the Board of Directors accepted the resignation of board member
Carole J. Uhrich. Uhrich joined the board in 1995 and her current term was set
to expire in 2003.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit Description
- ------- -----------
4.1 Credit Agreement (3-Year) dated May 3, 2001
4.2 Credit Agreement (364-Day) dated May 3, 2001
10.1 Separation Agreement dated March 19, 2001
10.2 Separation Agreement dated March 25, 2001
10.3 Executive Agreement dated May 7, 2001
10.4 Consulting Agreement dated May 12, 2001
(b) Reports on Form 8-K
Maytag filed a Form 8-K dated March 28, 2001 under Item 5, Other Events,
stating that it expected to recognize a tax benefit in the first quarter
associated with an Internal Revenue Service audit settlement. Maytag also
said it expected earnings per share in the quarter, excluding the tax
benefit, to be improved over the fourth quarter of 2000, as it had
previously indicated.
16
MAYTAG CORPORATION
Signatures
March 31, 2001
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: May 14, 2001 /s/ Steven H. Wood
---------------
Steven H. Wood
Executive Vice President and
Chief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
4.1 Credit Agreement (3-Year) dated May 3, 2001
4.2 Credit Agreement (364-Day) dated May 3, 2001
10.1 Separation Agreement dated March 19, 2001
10.2 Separation Agreement dated March 25, 2001
10.3 Executive Agreement dated May 7, 2001
10.4 Consulting Agreement dated May 12, 2001
18