UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(X) Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Fiscal Year Ended December 31, 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, including area code: 515-792-7000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Common Stock, $1.25 par value New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ( )
The aggregate market value of the voting stock (common stock) held by non-
affiliates of the registrant as of the close of business on March 1, 2000 was
$2,127,729,962. The number of shares outstanding of the registrant's common
stock (par value $1.25) as of the close of business on March 1, 2000 was
79,541,307.
DOCUMENTS INCORPORATED BY REFERENCE
As noted in Part III of this Form 10-K, portions of the registrant's proxy
statement for its annual meeting of shareholders to be held May 11, 2000 have
been incorporated by reference.
1<PAGE>
MAYTAG CORPORATION
1999 ANNUAL REPORT ON FORM 10-K CONTENTS
Item Page
PART I:
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business - Home Appliances . . . . . . . . . . . . . . . . . . . 3
Business - Commercial Appliances . . . . . . . . . . . . . . . . 5
Business - International Appliances . . . . . . . . . . . . . . 6
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 8
4. Submission of Matters to a Vote of Security Holders . . . . . . 8
Executive Officers of the Registrant . . . . . . . . . . . . . . 8
PART II:
5. Market for the Registrant's Common Equity and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . 9
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . .10
7A. Quantitative and Qualitative Disclosures About Market Risk . . .18
8. Financial Statements and Supplementary Data . . . . . . . . . .18
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . .48
PART III:
10. Directors and Executive Officers of the Registrant . . . . . . .48
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . .48
12. Security Ownership of Certain Beneficial Owners and Management .49
13. Certain Relationships and Related Transactions . . . . . . . . .49
PART IV:
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.49
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . .50
2<PAGE>
PART I
Item 1. Business.
Maytag Corporation is a leading producer of home and commercial appliances. It's
products are sold to customers throughout North America and international
markets. Maytag also is the majority owner in a joint venture in China,
Rongshida-Maytag, that produces washing machines and refrigerators primarily for
the Chinese market. Maytag was organized as a Delaware corporation in 1925.
Maytag is among the top three major appliance companies in the North American
market, offering consumers a full line of washers, dryers, dishwashers,
refrigerators and ranges distributed through large and small retailers across
the U.S. and Canada. In floor care, Maytag owns the Hoover brand, which is the
market leader in North America and the brand with the highest consumer
recognition and buying preference in floor care.
In commercial laundry, Maytag brand has been a presence since the 1950s. Today,
Maytag washers and dryers sold to the commercial laundry market have gained an
overall market share stronger than Maytag brand at retail. In commercial
cooking appliances, Maytag owns Blodgett Corporation, one of the premier and
oldest names in commercial appliances. Blodgett is a leading manufacturer of
ovens, fryers, charbroilers and grills for the food service industry, serving
customers such as McDonald's, KFC, Pizza Hut, and major hotel and restaurant
chains. In 1999, Maytag acquired Jade Range, a leading manufacturer of premium-
priced commercial ranges and refrigerators, and commercial-style ranges for the
residential market.
Maytag also owns the Dixie-Narco brand, one of the original brand names in the
vending machine industry and today the leading manufacturer of soft drink can
and bottle vending machines in the United States. Dixie-Narco venders are sold
primarily to major soft drink bottlers such as Coca-Cola and Pepsico.
Since 1994, Maytag has made significant annual capital investments that have led
directly to demonstrable and superior product innovations in its strongest
brands. Superior product performance reinforces brand positioning; product and
brand positioning drive average pricing and distribution.
The Company operates in three business segments: home appliances, commercial
appliances and international appliances. Financial and other information
relating to these reportable business segments is included in Part II, Item 7,
Pages 10-14, and Item 8, Pages 45-47.
HOME APPLIANCES
The home appliances segment represented 85.7 percent of consolidated net sales
in 1999.
The operations of the Company's home appliances segment manufacture major
appliances (laundry products, dishwashers, refrigerators, cooking appliances)
and floor care products. These products are primarily sold to major national
retailers and independent retail dealers in North America and targeted
international markets. These products are sold primarily under the Maytag,
Hoover, Jenn-Air and Magic Chef brand names. Included in this segment is Maytag
International, Inc., the Company's international marketing subsidiary, which
administers the sale of home appliances and licensing of certain home appliance
brands in markets outside the United States and Canada.
3<PAGE>
During the fourth quarter of 1997, the Company announced an agreement with
Sears, Roebuck and Co. to begin selling the full line of Maytag brand major
appliances through Sears stores throughout the U.S. The major appliances were
available in all Sears full line and authorized dealers stores beginning in
February 1998. During the third quarter of 1998, Maytag Corporation announced
an agreement with Sears Canada Inc. to begin selling Maytag brand major home
appliances in Sears Canada stores in October 1998.
A portion of the Company's operations and sales is outside the United States.
The risks involved in foreign operations vary from country to country and
include tariffs, trade restrictions, changes in currency values, economic
conditions and international relations.
The Company uses basic raw materials such as steel, copper, aluminum, rubber and
plastic in its manufacturing process in addition to purchased motors,
compressors, timers, valves and other components. These materials are supplied
by established sources and the Company anticipates that such sources will, in
general, be able to meet its future requirements.
The Company holds a number of patents which are important in the manufacture of
its products. The Company also holds a number of trademark registrations of
which the most important are ADMIRAL, HOOVER, JENN-AIR, MAGIC CHEF, MAYTAG and
the associated corporate symbols.
The Company's home appliance business is generally not considered seasonal.
A portion of the Company's accounts receivable is concentrated among major
retailers. A significant loss of business with any of these national retailers
could have an adverse impact on the Company's ongoing operations.
The dollar amount of backlog orders of the Company is not considered significant
for home appliances in relation to the total annual dollar volume of sales.
Because it is the Company's practice to maintain a level of inventory sufficient
to cover anticipated shipments and since orders are generally shipped upon
receipt, a large backlog would be unusual.
The home appliances market is highly competitive with the two principal
competitors being larger than the Company. The Company is focused on growth
through product innovation that supports superior product performance in the
Company's premium brands. The Company also uses brand image, product quality,
customer service, advertising and warranty as methods of competition.
Expenditures for company-sponsored research and development activities relating
to the development of new products and the improvement of existing products are
included in Part II, Item 8, page 44. Most of the research and development
expenditures relate to the home appliances segment.
Although the Company has manufacturing sites with environmental concerns,
compliance with laws and regulations regarding the discharge of materials into
the environment or relating to the protection of the environment has not had a
significant effect on capital expenditures, earnings or the Company's
competitive position.
The Company has been identified as one of a group of potentially responsible
parties by state and federal environmental protection agencies in remedial
activities related to various "superfund" sites in the United States. The
Company presently does not anticipate any significant adverse effect upon the
Company's earnings or financial condition arising from resolution of these
4<PAGE>
matters. Additional information regarding environmental remediation is included
in Part II, Item 8, Page 44-45.
The Company is subject to changes in government mandated energy and
environmental standards regarding appliances which may become effective over the
next several years. The Company is in compliance with those existing standards
where it does business and intends to be in compliance with these various
standards where it does business, which affect the entire appliance industry, as
they become effective.
The number of employees of the Company in the home appliances segment as of
December 31, 1999 was 17,816.
COMMERCIAL APPLIANCES
The commercial appliances segment represented 11.4 percent of consolidated net
sales in 1999.
The operations of the Company's commercial appliances segment manufacture
commercial cooking and vending equipment. These products are primarily sold to
distributors, soft drink bottlers, restaurant chains and dealers in North
America and targeted international markets. These products are sold primarily
under the Dixie-Narco, Blodgett and Pitco Frialator brand names.
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade, a manufacturer of commercial ranges, and refrigerators and residential
ranges for $19.2 million. In connection with the purchase, Maytag retired debt
and incurred transaction costs of $3.6 million and issued 289 thousand shares of
Maytag common stock at a value of $15.6 million. Additional information
regarding this acquisition is included in Part II, Item 8, Page 28-29.
In the fourth quarter of 1997, the Company acquired all of the outstanding
shares of G.S. Blodgett Corporation, a manufacturer of commercial ovens, fryers
and charbroilers for the food service industry, for $96.4 million. In
connection with the purchase, the Company also incurred transaction costs of
$4.2 million and retired debt of approximately $53.2 million. Additional
information regarding this acquisition is included in Part II, Item 8,
Page 28-29.
The Company uses steel as a basic raw material in its manufacturing processes in
addition to purchased motors, compressors and other components. These materials
are supplied by established sources and the Company anticipates that such
sources will, in general, be able to meet its future requirements.
The Company holds a number of patents which are important in the manufacture of
its products. The Company also holds a numbers of trademark registrations of
which the most important are DIXIE-NARCO, BLODGETT, PITCO FRIALATOR, JADE and
the associated corporate symbols.
Commercial appliance sales are considered seasonal to the extent that the
Company normally experiences lower vending equipment sales in the fourth quarter
compared to other quarters.
5<PAGE>
Within the commercial appliances segment, the Company's vending equipment sales
are dependent upon a few major soft drink suppliers. Therefore, the loss of one
or more of these customers could have a significant adverse effect on the
commercial appliances segment.
The dollar amount of backlog orders of the Company is not considered significant
for commercial appliances in relation to the total annual dollar volume of
sales. Because it is the Company's practice to maintain a level of inventory
sufficient to cover shipments and since orders are generally shipped upon
receipt, a large backlog would be unusual.
The Company uses brand image, product quality, product innovation, customer
service, warranty and price as its principal methods of competition.
Expenditures for company-sponsored research and development activities relating
to the development of new products and the improvement of existing products are
included in Part II, Item 8, page 44.
Although the Company has manufacturing sites with environmental concerns,
compliance with laws and regulations regarding the discharge of materials into
the environment or relating to the protection of the environment has not had a
significant effect on capital expenditures, earnings or the Company's
competitive position.
The number of employees of the Company in the commercial appliances segment as
of December 31, 1999 was 2,470.
INTERNATIONAL APPLIANCES
The international appliances segment represented 2.9 percent of consolidated net
sales in 1999.
The international appliances segment consists of the Company's 50.5 percent
owned joint venture in China, Rongshida-Maytag, which manufactures and
distributes laundry products and refrigerators. These products are primarily
sold to department stores and distributors in China under the RSD brand name.
In 1996, the Company invested $35 million ($29.6 million, net of cash acquired)
to acquire its 50.5 percent ownership in Rongshida-Maytag. The Company also
committed additional cash investments of approximately $35 million, of which $7
million, $19 million and $9 million were contributed in 1998, 1997 and 1996,
respectively. The Company's joint venture partner also committed additional
cash investments of approximately $35 million, of which $7 million, $19 million
and $9 million were contributed in 1998, 1997 and 1996, respectively. For more
information regarding this acquisition, see Part II, Item 8, pages 28-29.
In the fourth quarter of 1998, Rongshida-Maytag acquired all of the outstanding
shares of Three-Gorges, a manufacturer of home laundry products in China. This
business produces and markets home laundry equipment and has annual sales of
approximately $15 million. In connection with the purchase, Rongshida-Maytag
assumed $8 million in notes payable and long-term debt. The operations of Three
Gorges have been merged into Rongshida-Maytag. For more information regarding
this acquisition, see Part II, Item 8, page 28-29.
6<PAGE>
Rongshida-Maytag is subject to the risks involved with international operations
including, but not limited to, economic conditions and international relations
in the geographic areas where Rongshida-Maytag's operations exist or products
are sold, governmental restrictions and changes in currency values.
Rongshida-Maytag uses steel and plastic as the basic raw material in its
manufacturing processes. These materials are supplied primarily from suppliers
in Asian countries.
Rongshida-Maytag holds a number of patents which are important in the
manufacture of its products. Rongshida-Maytag also holds the trademark
registrations of RSD.
Rongshida-Maytag's business is seasonal to the extent the first six months of
the year normally experience higher sales than the second half of the year.
Rongshida-Maytag is not dependent upon a single customer or a few customers.
The international appliance market in which Rongshida-Maytag competes is highly
competitive with approximately six principal competitors. Rongshida-Maytag uses
extensive distribution channels, low manufacturing costs, product quality, and
customer service as its principal methods of competition.
Expenditures for company-sponsored research and development activities relating
to the development of new products and the improvement of existing products,
including those for Rongshida-Maytag, are included in Part II, Item 8, page 44.
The number of employees of Rongshida-Maytag as of December 31, 1999 was 4,735.
Item 2. Properties.
The Company's corporate headquarters are located in Newton, Iowa. Major offices
and manufacturing facilities in the United States related to the home appliances
segment are located in: Newton, Iowa; Galesburg, Illinois; Cleveland,
Tennessee; Jackson, Tennessee; Milan, Tennessee; Herrin, Illinois; North Canton,
Ohio; and El Paso, Texas. In addition to manufacturing facilities in the United
States, the Company has two other North American manufacturing facilities in
Mexico.
Major offices and manufacturing facilities in the United States related to the
commercial appliances segment are located in: Williston, South Carolina;
Burlington, Vermont; and Bow, New Hampshire.
Major offices and manufacturing facilities related to the international
appliances segment are located in Hefei and Chongqing, China.
The facilities for the home appliances, commerical appliances and international
appliances segments are well maintained, suitably equipped and in good operating
condition. The facilities used had sufficient capacity to meet production needs
in 1999, and the Company expects that such capacity will be adequate for planned
production in 2000. The Company's major capital projects and planned capital
expenditures for 2000 are described in Part II, Item 7, Page 17.
The Company also owns or leases sales offices in many large metropolitan areas
throughout the United States and Canada. Lease commitments are included in Part
II, Item 8, Page 36.
7<PAGE>
Item 3. Legal Proceedings.
The Company is involved in contractual disputes, environmental, administrative
and legal proceedings and investigations of various types. Although any
litigation, proceeding or investigation has an element of uncertainty, the
Company believes that the outcome of any proceeding, lawsuit or claim which is
pending or threatened, or all of them combined, will not have a significant
adverse effect on its consolidated financial position. The Company's contingent
liabilities are discussed in Part II, Item 8, Page 45.
Item 4. Submission of Matters to a Vote of Security Holders.
The Company did not submit any matters to a vote of security holders during the
fourth quarter of 1999 through a solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following sets forth the names of all executive officers of the Company, the
offices held by them, the year they first became an executive officer of the
Company and their ages:
First
Became
Name Office Held an Officer Age
Lloyd D. Ward Chairman and Chief Executive
Officer 1996 51
Gerald J. Pribanic Executive Vice President and Chief
Financial Officer 1996 56
Larry J. Blanford President, Worldwide Solutions 1999 46
William L. Beer President, Major Appliance 1998 47
Division, Home Solutions
Jerome L. Davis President, Commercial Solutions 1999 44
Keith G. Minton President, Floor Care Division, 1998 52
Home Solutions
Edward H. Graham Senior Vice President, General 1990 64
(retired January 17, Counsel and Secretary
2000)
John M. Dupuy Vice President, General Manager of
Emerging Solutions & CIO 1996 43
Jon O. Nicholas Vice President, Human Resources 1993 60
David D. Urbani Vice President and Treasurer 1995 54
Steven H. Wood Vice President, Financial Reporting
and Audit 1996 42
The executive officers were elected to serve in the indicated office until the
organizational meeting of the Board of Directors following the annual meeting of
shareholders on May 11, 2000 or until their successors are elected.
8<PAGE>
Each of the executive officers has served the Company in various executive or
administrative positions for at least five years except for:
Name Company/Position Period
Lloyd D. Ward PepsiCo, Inc. - President, Central
Division, Frito-Lay, Inc. 1992-1996
John M. Dupuy A. T. Kearney - Principal Consultant 1993-1995
Booz, Allen & Hamilton - Principal
Consultant 1985-1993
Jerome L. Davis PepsiCo, Inc. - Vice President National
Accounts, Frito-Lay, Inc. 1992-1998
Larry J. Blanford Schuller Corporation, Vice President
Marketing and North American Accounts 1988-1997
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Dividends
Sale Price of Common Shares Per Share
1999 1998 1999 1998
Quarter High Low High Low
First $66 $52 7/8 $50 3/8 $35 7/16 $.18 $.16
Second 74 13/16 59 9/16 55 3/4 47 1/2 .18 .16
Third 74 1/4 33 3/16 52 3/4 41 1/2 .18 .18
Fourth 50 1/4 31 1/4 64 1/2 39 5/8 .18 .18
The principal U.S. market in which the Company's common stock is traded is the
New York Stock Exchange. As of March 1, 1999, the Company had 28,974
shareowners of record.
Item 6. Selected Financial Data
Dollars in thousands,
except per share data 1999(1) 1998 (2) 1997 (3) 1996 (4) 1995(5)
Net sales $4,323,673 $4,069,290 $3,407,911 $3,001,656 $3,039,524
Gross profit 1,251,420 1,181,627 936,288 821,443 788,908
Percent of sales 28.9% 29.0% 27.5% 27.4% 26.0%
Operating income 575,493 $ 522,738 $ 358,273 $ 269,079 $ 288,234
Percent of sales 13.3% 12.8% 10.5% 9.0% 9.5%
Income (loss) from
continuing operations $ 328,528 $ 286,510 $ 183,490 $ 137,977 $ (14,996)
Percent of sales 7.6% 7.0% 5.4% 4.6% (.5%)
Basic earnings per
share $ 3.80 $ 3.12 $ 1.90 $ 1.36 $ (0.14)
Diluted earnings
per share 3.66 3.05 1.87 1.35 (0.14)
Dividends paid per
share 0.72 0.68 0.64 0.56 0.515
Basic weighted-average
shares outstanding 86,443 91,941 96,565 101,727 106,734
9<PAGE>
Diluted weighted-
average shares
outstanding 89,731 93,973 98,055 102,466 107,486
Working capital $ 168,493 $ 178,165 $ 368,079 $ 334,948 $ 543,431
Depreciation of
property, plant and
equipment 133,493 135,519 127,497 101,912 102,572
Capital expenditures 147,306 161,251 229,561 219,902 152,914
Total assets 2,636,487 2,587,663 2,514,154 2,329,940 2,125,066
Long-term debt, less
current portion 337,764 446,505 549,524 488,537 536,579
Total debt to
capitalization 60.0% 58.0% 52.1% 51.2% 45.9%
(1) Net sales include $20 million of sales from the Company's acquisition of
Jade, a manufacturer of commercial ranges and refrigerators and residential
ranges in the first quarter of 1999.
(2) Excludes the extraordinary loss on the early retirement of debt.
(3) Net sales include $31.3 million of sales from the Company's acquisition of
G.S. Blodgett Corporation, a commercial cooking equipment manufacturer in the
fourth quarter of 1997. Excludes the extraordinary loss on the early retirement
of debt.
(4) Net sales include $40.4 million of sales from the Company's acquisition of a
50.5 percent ownership in a joint venture of home appliances in China in the
third quarter of 1996. Operating profit includes a $40 million charge for the
restructuring of the Company's major home appliance business. The after-tax
charge for this restructuring of $24.4 million is included in income (loss) from
continuing operations. Excludes the extraordinary loss on the early retirement
of debt.
(5) Net sales include $181.2 million made by the Company's European Operations
which was sold effective June 30, 1995. Income (loss) from continuing
operations includes a $135.4 million after-tax loss on the sale of the Company's
European Operations; a $9.9 million after-tax charge to settle a lawsuit
relating to the closing of the former Dixie-Narco plant in Ranson, West
Virginia; a $3.6 million after-tax loss on the sale of the Eastlake Operation;
and a $10.8 million after-tax loss arising from a guarantee of indebtedness
relating to the sale of one its manufacturing plants in 1992. Excludes the
extraordinary loss on the early retirement of debt.
Item 7. 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 Consolidated Financial Statements.)
Net Sales: Consolidated net sales for 1999 were $4.3 billion, an increase of 6
percent from 1998.
Net sales of home appliances, which include major appliances and floor care
products, increased 6 percent in 1999 compared to 1998. The net sales increase
was due primarily to increased sales of Maytag Atlantis, Maytag Neptune, Maytag
10<PAGE>
and Jenn-Air refrigerators, Maytag Gemini, Maytag Performa brand products,
Hoover upright vacuum cleaners and Hoover upright deep carpet cleaners,
partially offset by a decrease in sales of Magic Chef 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 1999
compared to 1998.
Net sales of commercial appliances, which include vending and foodservice
equipment, increased 7 percent in 1999 compared to 1998. The full year 1999 net
sales 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 effective January 1,
1999. Excluding Jade, 1999 net sales increased 3 percent from 1998.
Net sales of international appliances, which consists of Maytag s 50.5
percent-owned joint venture in China ("Rongshida-Maytag"), decreased 2 percent
in 1999 compared to 1998. The net sales decrease was attributable to lower unit
sales and lower selling prices of home laundry products, partially offset by
sales of the new line of refrigerators and the acquisition of another washer
manufacturer in China in the fourth quarter of 1998.
Gross Profit: Consolidated gross profit as a percent of sales of 28.9 percent in
1999 was essentially the same as the 29.0 percent of sales realized in 1998.
Favorable sales mix and lower raw material costs were offset by an increase in
warranty and research and development costs.
Selling, General and Administrative Expenses: Consolidated selling, general and
administrative expenses were 15.6 percent of sales in 1999 compared to 16.2
percent of sales in 1998 as a result of lower bad debt and stock based related
compensation expense and leverage obtained on fixed expenses with the increase
in net sales.
Operating Income: Consolidated operating income for 1999 increased 10 percent to
$575 million, or 13.3 percent of sales, compared to $523 million, or 12.8
percent of sales, in 1998.
Home appliances operating income increased 11 percent in 1999 compared to
1998. Operating margin for 1999 was 15.2 percent of sales compared to 14.5
percent of sales in 1998. The increase in operating margin was due primarily to
the decrease in selling, general and administrative expenses as a percent of
sales discussed above.
Commercial appliances operating income increased 17 percent in 1999
compared to 1998. Operating margin for 1999 was 11.9 percent of sales compared
to 10.9 percent of sales in 1998. The increase in operating margin was due
primarily to favorable product mix and operating efficiencies partially offset
by an increase in research and development expenses.
International appliances reported an operating loss of $3 million in 1999
compared to operating income of $6 million in 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 Asian region continues
to adversely impact the operations of Rongshida-Maytag. Inventory levels of
Rongshida-Maytag continue at higher than planned levels.
Interest Expense: Interest expense decreased 6 percent in 1999 compared to 1998
as higher average borrowings were more than offset by lower interest rates.
Income Taxes: The effective tax rate was 36.8 percent in 1999, which was
slightly lower that the 37.4 percent effective tax rate in 1998. The decrease
was primarily due to tax savings related to export sales and credits associated
with research and development expenses.
11<PAGE>
Minority Interest: In 1999, minority interest of $7.2 million consisted of the
income attributable to the noncontrolling interests of Anvil Technologies LLC of
$7.5 million and Maytag Capital Trusts ("Maytag Trusts") of $3.7 million and the
loss attributable to the noncontrolling interest of Rongshida-Maytag of $4
million. In 1998, minority interest of $8.3 million consisted of the income
attributable to the noncontrolling interests of Anvil Technologies LLC of $7.5
million and Rongshida-Maytag of $0.8 million. (See discussion of Maytag Trusts
in the "Liquidity and Capital Resources" section of this Management s Discussion
and Analysis.)
Extraordinary Item: In 1998, the Company retired $71.1 million of long-term debt
at a cost of $5.9 million after-tax, or $0.06 per share.
Net Income: Net income in 1999 was $329 million compared to net income of $281
million in 1998. Net income in 1998 included a $5.9 million after-tax charge for
the early retirement of debt. Excluding the special charge, net income was $287
million in 1998. The increase in net income was primarily due to the increase
in operating income.
Diluted earnings per share amounted to $3.66 per share in 1999 compared to
$2.99 per share in 1998. Excluding the special charge described above, diluted
earnings per share in 1998 was $3.05. The increase in diluted earnings per
share in 1999 compared to 1998 was due to the increase in net income and the
positive effect of $0.23 from the Company's share repurchase program due to
lower shares outstanding. (See discussion of the share repurchase program in
"Liquidity and Capital Resources" section of this Management's Discussion and
Analysis.)
COMPARISON OF 1998 WITH 1997
Net Sales: Maytag's consolidated net sales for 1998 increased 19 percent
compared to 1997. Net sales in 1998 included sales of G.S. Blodgett Corporation
("Blodgett"), a manufacturer of commercial cooking equipment, which was acquired
by Maytag on October 1, 1997. Excluding Blodgett, Maytag's net sales increased
16 percent in 1998 compared to 1997.
Home appliances net sales increased 15 percent in 1998 compared to 1997.
Net sales were up from the prior year due to the introduction of new products,
including new lines of Maytag Neptune laundry products, Maytag refrigerators,
Maytag cooking products, Hoover upright vacuum cleaners and Hoover upright deep
carpet cleaners. In addition, net sales were up from the prior year due to the
volume associated with shipments to Sears, Roebuck and Co. in connection with
Maytag's agreement to begin selling the full line of Maytag brand major
appliances through Sears stores in the U.S. beginning in February 1998.
Maytag's net sales also benefited from the significant volume growth in industry
shipments of major appliances in 1998 compared to 1997.
Net sales of commercial appliances were up 84 percent from 1997. This net
sales increase was primarily driven by a significant increase in the sales
volume of Dixie-Narco enhanced capacity venders introduced in 1997 and the
inclusion of Blodgett's results for a full year. Excluding Blodgett, net sales
increased 48 percent from 1997.
International appliances net sales increased 5 percent in 1998 compared to
1997. The sales increase was primarily attributable to higher unit volume
partially offset by price reductions on selected models in response to
competitive conditions in China.
Gross Profit: Maytag's consolidated gross profit as a percent of sales
increased to 29 percent in 1998 from 27.5 percent in 1997.
12<PAGE>
Home appliances gross margins increased in 1998 compared to 1997, due to
the increase in sales volume, favorable brand and product sales mix, lower raw
material costs and the absence of production start-up costs associated with
Maytag's new line of refrigerators which were incurred in 1997.
Commercial appliances gross margins increased in 1998 compared to 1997, due
to the increase in sales volume, partially offset by inefficiencies from the
reorganization of manufacturing operations at Blodgett.
International appliances gross margins decreased in 1998 compared to 1997
primarily from the decrease in selling prices on selected models.
Selling, General and Administrative Expenses: Selling, general and
administrative expenses were 16.2 percent of sales in 1998 compared to 17
percent of sales in the same period in 1997 as sales growth outpaced the
increase in spending for selling, general and administrative expenses.
Operating Income: Consolidated operating income increased 46 percent to $523
million, or 12.8 percent of sales, compared to $358 million, or 10.5 percent of
sales in 1997.
Home appliances operating income increased 44 percent in 1998 compared to
1997. Operating margin for 1998 was 14.5 percent of sales compared to 11.6
percent of sales in 1997. The increase in operating margin was due 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, which includes Blodgett for all of
1998, increased 156 percent in 1998 compared to 1997. Operating margin for 1998
was 10.9 percent of sales compared to 7.8 percent of sales in 1997. The
increase in operating margins was due primarily to the increase in gross profit
margins described above.
International appliances operating income decreased 49 percent in 1998
compared to 1997. Operating margin for 1998 was 4.6 percent of sales compared
to 9.4 percent of sales in 1997. The decrease in operating margins was due to
the decrease in gross profit margins discussed above and an increase in selling,
general and administrative expense due to both spending increases and additional
provisions for uncollectible accounts receivable.
Interest Expense: Interest expense increased 6 percent in 1998 compared to 1997
primarily due to lower capitalized interest. Maytag's higher average borrowings
were offset by lower interest rates.
Income Taxes: The effective tax rate for 1998 was 37.4 percent compared to 36.5
percent in 1997. The increase in the effective tax rate was due primarily to
1997 including a $2 million one-time benefit from the resolution of certain
Internal Revenue Service issues as well as a reduced benefit in 1998 from
Rongshida-Maytag's tax holiday in China due to lower income before taxes. These
increases in the 1998 effective tax rate were partially offset by other tax
initiatives.
Extraordinary Item: In 1998, Maytag retired long-term debt totalling $71.1
million at a cost of $5.9 million after-tax. In 1997, Maytag retired $61.8
million of long-term debt at a cost of $3.2 million after-tax.
Net Income: Net income for 1998 was $281 million, or $2.99 diluted earnings per
share, compared to net income of $180 million, or $1.84 diluted earnings per
share in 1997. Net income and diluted earnings per share were impacted by
special charges for the early retirement of debt in both years. The after-tax
charges for the early retirement of debt were $5.9 million and $3.2 million for
1998 and 1997, respectively.
Excluding these special charges in both years, income for 1998 would have
13<PAGE>
been $287 million, or $3.05 diluted earnings per share, compared to $183
million, or $1.87 diluted earnings per share for 1997. The increase in net
income was primarily due to the increase in operating income. The increase in
diluted earnings per share in 1998 compared to 1997 was due to the increase in
net income and the positive effect of $0.15 from Maytag's share repurchase
program due to lower shares outstanding.
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, 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 cash
used for working capital in 1999 compared to 1998, partially offset by the
increase in net income.
A portion of Maytag s accounts receivable is concentrated among major
national retailers. A significant loss of business with any of these retailers
could have an adverse impact on Maytag s ongoing operations.
Total Investing Activities: Maytag continually invests in its businesses for new
product designs, cost reduction programs, replacement of equipment, capacity
expansion and government mandated product requirements.
Capital expenditures in 1999 were $147 million compared to $161 million in
1998.
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade for approximately $19.2 million. In connection with the purchase, Maytag
retired debt and incurred transaction costs of $3.6 million and issued
approximately 289 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 1999
were $62 million, or $0.72 per share, compared to $63 million, or $0.68 per
share in 1998.
In the third and fourth quarters of 1999, Maytag together with two newly
established business trusts, issued units comprised of (a) a preferred security
of each Maytag Trust which provides for a 6.85 and 6.3 percent per annum
distribution, respectively and (b) a purchase contract requiring the unitholder
to purchase shares of Maytag common stock from Maytag on November 15, 2002 and
June 30, 2002, respectively. An outside investor purchased the units for a
noncontrolling interest in the Maytag Trusts in the aggregate for $200 million.
The Maytag Trusts used the proceeds from the sale of the units, in addition to
$6 million aggregate capital contributions from Maytag, to purchase $103 million
of 6.85 percent Maytag debentures due November 15, 2004 and $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 Trusts. The
applicable distribution rate on the preferred securities of the Maytag Trust
that remain outstanding after November 15, 2002 and June 30, 2002, respectively,
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
14<PAGE>
rate of 4.265 percent and 3.359 percent of the stated amount of units per annum,
respectively. Under the purchase contract, Maytag will issue shares of Maytag
common stock for a total purchase price of $200 million. The maximum number of
shares Maytag will be required to deliver to the holder, for the cumulative
purchase price of $200 million is approximately 4.4 million shares, reflecting a
minimum issuance price of $45 per share. If the share price is above $45 per
share at the time of settlement, Maytag will issue fewer shares in exchange for
the purchase price of $200 million. The Company s objective in this transaction
is to raise low-cost, equity funds. For financial reporting purposes, the
results of the trusts (other than those which are eliminated in consolidation)
are included in the Company's consolidated financial statements. The outside
investor s noncontrolling interest in the Maytag Trust of $200 million is
reflected in "Company obligated manditorily redeemable preferred capital
securities of subsidiary trust holding solely the Company's debentures" in the
Consolidated Balance Sheets. The income attributable to such noncontrolling
interest is reflected in Minority interest in the Consolidated Statements of
Income.
During 1999, Maytag's Board of Directors authorized the repurchase of up to
20 million additional shares beyond the previous authorizations commencing in
1995 totalling 30.8 million shares. During 1999, Maytag repurchased 7.5 million
shares associated with the share repurchase program at a cost of $410 million.
As of December 31, 1999, of the 21.2 million shares which may be repurchased
under the existing board authorizations, Maytag is contingently obligated to
purchase 8.6 million shares under put options contracts, if such options are
exercised. (See discussion of these put option contracts below.) In addition,
in the fourth quarter of 1999, Maytag entered into forward stock purchase
agreements to repurchase three million shares of Maytag stock in the first
quarter of 2000 at an average price of $48. (See discussion of these forward
contracts below.)
During the third quarter of 1999, Maytag amended the forward stock purchase
agreement entered into during 1997 to repurchase four million shares at a net
cost of $21 million. Maytag previously amended this forward stock purchase
agreement during the first quarter of 1998 at a net cost of $64 million. The
forward stock purchase contract allowed Maytag to determine the method of
settlement. In the first quarter of 2000, Maytag settled the contract before
its maturity date at a cost of approximately $10 million. Maytag s objective in
this transaction was to reduce the average price of repurchased shares.
In connection with the share repurchase program, the Company has sold and
in the future may sell put options which give the purchaser the right to sell
shares of the Company's common stock to the Company at specified prices upon
exercise of the options on the designated expiration date. The put option
contracts allow the Company to determine the method of settlement. The
Company's objective in selling put options is to reduce the average price of
repurchased shares. In 1999 and 1998, the Company received $45 million and $30
million, respectively, in premium proceeds from the sale of put options. As of
December 31, 1999, there were 8.6 million put options outstanding with strike
prices ranging from $37.00 to $73.06 (the weighted-average strike price was
$53.89). Of the 8.6 million put options outstanding, 3.1 million expire in 2000
with an average strike price of $66, 1.1 million expire in 2001 with an average
strike price of $54 and 4.4 million expire in 2002 with an average strike price
of $45.
In the fourth quarter of 1999, Maytag entered into forward stock purchase
agreements to repurchase three million shares of Maytag stock in the first
quarter of 2000 at an average price of $48. These forward stock purchase
contracts allow the Company to determine the method of settlement. The
Company's objective in these contracts is to reduce the average price of
repurchased shares. The fair market value of these contracts was not
significant as of December 31, 1999.
15<PAGE>
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 December 31, 1999. In April 1999, a shelf registration statement filed with
the Securities and Exchange Commission became effective, providing Maytag the
ability to issue an aggregate of $400 million of debt securities of which $360
million was available as of December 31, 1999. Maytag expects to issue these
securities over a non-specified period of time and expects to use the net
proceeds from the sale of the securities for general corporate purposes,
including the funding of share repurchases (including obligations under forward
contracts and put options as discussed above), capital expenditures, working
capital, repayment or reduction of long-term and short-term debt and the
financing of acquisitions.
Maytag explores and may periodically implement arrangements to adjust its
obligations under various stock repurchase arrangements, including the
arrangements described above.
Market Risks
Maytag is exposed to foreign currency exchange risk related to its transactions,
assets and liabilities denominated in foreign currencies. To manage certain
foreign exchange exposures, Maytag enters into foreign currency forward and
option contracts. Maytag s policy is to hedge a portion of its anticipated
foreign currency denominated export sales transactions, which are denominated
primarily in Canadian dollars, for periods not exceeding twelve months.
At December 31, 1999, the result of a uniform 10 percent strengthening of
the U.S. dollar relative to the foreign currencies in which Maytag's sales are
denominated would result in a decrease in net income of approximately $6 million
for the year ended December 31, 2000. This sensitivity analysis of the effects
of changes in foreign currency exchange rates does not factor in potential
changes in sales levels or local currency prices.
Maytag also is exposed to commodity price risk related to Maytag's purchase
of selected commodities used in the manufacture of its products. To reduce the
effect of changing raw material prices for select commodities, Maytag has
entered into long-term contracts and commodity swap agreements with terms not
exceeding two years, to hedge a portion of its anticipated raw material
purchases on selected commodities. At December 31, 1999, the result of a
uniform 10 percent increase in the price of commodities covered by commodity
swap agreements would result in no significant decrease in net income for the
year ended December 31, 2000
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. At December 31, 1999, the result of a uniform 10
percent increase in interest rates would result in a decrease in net income of
approximately $2 million for the year ended December 31, 2000.
Year 2000 Issue Update
The Company did not experience any significant malfunctions or errors in its
operating or business systems when the date changed from 1999 to 2000. Based on
operations since January 1, 2000, the Company does not expect any significant
16<PAGE>
impact to its ongoing business as a result of the "Year 2000 issue." However,
it is possible that the full impact of the date change, which was of concern due
to computer programs that use two digits instead of four digits to define years,
has not been fully recognized. The Company believes that any such problems are
likely to be minor and correctable. In addition, the Company could still be
negatively affected if its customers or suppliers are adversely affected by the
Year 2000 or similar issues. The Company is currently not aware of any
significant Year 2000 or similar problems that have arisen for its customers or
suppliers.
The Company expended $18 million on Year 2000 readiness efforts from 1996
to 1999. These efforts included replacing some outdated, noncompliant hardware
and noncompliant software as well as identifying and remediating Year 2000
problems.
Contingencies
Maytag has contingent liabilities arising in the normal course of business or
from operations which have been discontinued or divested. (See discussion of
these contingent liabilities in "Contingencies" section of the Notes to
Consolidated Financial Statements.)
Outlook
During the first half of 2000, Maytag expects revenue to be sustained from new
products introduced in 1999 partially offset by a significant decrease in
vending equipment sales as a result of a major customer curtailing purchases.
The decrease in vending equipment sales is expected to last at least through the
first half and may continue to impact the business for most of 2000. During the
second half of the year, Maytag expects revenue growth from new product
introductions in floor care, cooking, dishwashing, foodservice and
refrigeration.
Maytag expects raw material prices in the United States in 2000 to increase
compared to 1999 levels. However, the impact to Maytag's results will be
mitigated by Maytag's long-term commodity contracts and commodity swap
agreements on selected commodities. (See discussion of the commodity swap
agreements in "Market Risks" section of this Management's Discussion and
Analysis.)
Maytag expects gross profit in 2000 to be affected by an increase in
warranty expense as well as an increase in research and development expense as
it continues to invest in future product development.
Maytag plans to invest approximately $190 million in capital expenditures
in 2000.
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
17<PAGE>
retailer; 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 7A. Quantitative and Qualitative Disclosures about Market Risk.
Quantitative and qualitative disclosures about market risk are discussed in
"Market Risks" section of the Management's Discussion and Analysis (Part II,
Item 7, pages 17)
Item 8. Financial Statements and Supplementary Data.
Page
Report of Independent Auditors . . . . . . . . . . . . . . 19
Consolidated Statements of Income--Years Ended
December 31, 1999, 1998, and 1997 . . . . . . . . . . . . 20
Consolidated Balance Sheets--
December 31, 1999 and 1998 . . . . . . . . . . . . . . . 21
Consolidated Statements of Shareowners' Equity--Years Ended
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . 23
Consolidated Statements of Comprehensive Income--
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . 24
Consolidated Statements of Cash Flows--Years Ended
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . 25
Notes to Consolidated Financial Statements . . . . . . . . 26
Quarterly Results of Operations--Years 1999 and 1998 . . . 48
18<PAGE>
Report of Independent Auditors
Shareowners and Board of Directors
Maytag Corporation
We have audited the accompanying consolidated balance sheets of Maytag
Corporation and subsidiaries as of December 31, 1999 and 1998, and the related
consolidated statements of income, comprehensive income, shareowners' equity,
and cash flows for each of three years in the period ended December 31, 1999.
Our audit also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and related schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and related schedule based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Maytag
Corporation and subsidiaries at December 31, 1999 and 1998, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material respects the
information set forth therein.
Ernst & Young LLP
Chicago, Illinois
January 25, 2000
19<PAGE>
Consolidated Statements of Income
Year Ended December 31
In thousands, except per share data 1999 1998 1997
Net sales $4,323,673 $4,069,290 $3,407,911
Cost of sales 3,072,253 2,887,663 2,471,623
Gross profit 1,251,420 1,181,627 936,288
Selling, general and administrative
expenses 675,927 658,889 578,015
Operating income 575,493 522,738 358,273
Interest expense (59,259) (62,765) (58,995)
Other - net 14,617 10,912 1,277
Income before income taxes, minority
interest and extraordinary item 530,851 470,885 300,555
Income taxes 195,100 176,100 109,800
Income before minority interest and
extraordinary item 335,751 294,785 190,755
Minority interests (7,223) (8,275) (7,265)
Income before extraordinary item 328,528 286,510 183,490
Extraordinary item - loss on early
retirement of debt (5,900) (3,200)
Net income $ 328,528 $ 280,610 $ 180,290
Basic earnings (loss) per common share:
Income before extraordinary item $ 3.80 $ 3.12 $ 1.90
Extraordinary item - loss on early
retirement of debt (0.06) (0.03)
Net income 3.80 3.05 1.87
Diluted earnings (loss) per common share:
Income before extraordinary item $ 3.66 $ 3.05 $ 1.87
Extraordinary item - loss on early
retirement of debt (0.06) (0.03)
Net income 3.66 2.99 1.84
See notes to consolidated financial statements.
20<PAGE>
Consolidated Balance Sheets
December 31
In thousands, except share data 1999 1998
Assets
Current assets
Cash and cash equivalents $ 28,815 $ 28,642
Accounts receivable, less allowance for doubtful
accounts (1999--$22,327; 1998--$22,305) 494,747 472,979
Inventories 404,120 383,753
Deferred income taxes 35,484 39,014
Other current assets 58,350 44,474
Total current assets 1,021,516 968,862
Noncurrent assets
Deferred income taxes 106,600 120,273
Prepaid pension cost 1,487 1,399
Intangible pension asset 48,668 62,811
Other intangibles, less allowance for amortization
(1999--$112,006; 1998--$98,106) 427,212 424,312
Other noncurrent assets 54,896 44,412
Total noncurrent assets 638,863 653,207
Property, plant and equipment
Land 19,660 19,317
Buildings and improvements 349,369 333,032
Machinery and equipment 1,622,764 1,499,872
Construction in progress 74,057 102,042
2,065,850 1,954,263
Less accumulated depreciation 1,089,742 988,669
Total property, plant and equipment 976,108 965,594
Total assets $2,636,487 $2,587,663
See notes to consolidated financial statements.
21<PAGE>
December 31
In thousands, except share data 1999 1998
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ 133,041 $ 112,898
Accounts payable 277,780 279,086
Compensation to employees 77,655 81,836
Accrued liabilities 194,074 176,701
Current portion of long-term debt 170,473 140,176
Total current liabilities 853,023 790,697
Noncurrent liabilities
Deferred income taxes 22,842 21,191
Long-term debt, less current portion 337,764 446,505
Postretirement benefit liability 467,386 460,599
Accrued pension cost 56,528 69,660
Other noncurrent liabilities 101,776 117,392
Total noncurrent liabilities 986,296 1,115,347
Company obligated manditorily redeemable preferred
capital securities of subsidiary trust holding
solely the Company's debentures 200,000
Minority interests 169,788 174,055
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 503,346 467,192
Retained earnings 1,026,288 760,115
Cost of common stock in treasury (1999--34,626,316
shares; 1998--27,932,506 shares) (1,190,894) (805,802)
Employee stock plans (38,836) (45,331)
Accumulated other comprehensive income (18,962) (15,048)
Total shareowners' equity 427,380 507,564
Total liabilities and shareowners' equity $ 2,636,487 $2,587,663
See notes to consolidated financial statements.
22<PAGE>
Consolidated Statements of Shareowners' Equity
December 31
In thousands 1999 1998 1997
Common stock
Balance at beginning of year $ 146,438 $ 146,438 $ 146,438
Balance at end of year 146,438 146,438 146,438
Additional paid-in capital
Balance at beginning of year 467,192 494,646 471,158
Stock issued under stock option plans (4,667) (5,596) (7,375)
Stock issued under restricted stock
awards, net 2,530 1,426 (86)
Additional ESOP shares issued 308 (139)
Tax benefit of employee stock plans 7,657 9,994 6,640
Forward stock purchase contract
premium 14,592
Forward stock purchase contract
amendment (21,298) (63,782)
Put option premiums 44,823 30,196 9,856
Stock issued in business acquisition 7,109
Balance at end of year 503,346 467,192 494,646
Retained earnings
Balance at beginning of year 760,115 542,118 423,552
Net income 328,528 280,610 180,290
Dividends on common stock (62,355) (62,613) (61,724)
Balance at end of year 1,026,288 760,115 542,118
Treasury stock
Balance at beginning of year (805,802) (508,115) (405,035)
Purchase of common stock for treasury (409,500) (318,139) (138,051)
Stock issued under stock option plans 13,812 18,779 29,309
Stock issued under restricted stock
awards, net 2,086 1,226 3,212
Additional ESOP shares issued 447 2,450
Stock issued in business acquisition 8,510
Balance at end of year (1,190,894) (805,802) (508,115)
Employee stock plans
Balance at beginning of year (45,331) (48,416) (55,204)
Stock issued under restricted stock
awards, net (565) (445) 7
ESOP shares allocated 7,060 3,530 6,781
Balance at end of year (38,836) (45,331) (48,416)
Accumulated other comprehensive income
Minimum pension liability adjustment
Balance at beginning of year (107)
Adjustment for the year (4,430) 107
Balance at end of year (4,430)
Unrealized losses on securities
Balance at beginning of year (4,862) (3,605)
Unrealized loss for the year (671) (1,257) (3,605)
Balance at end of year (5,533) (4,862) (3,605)
Foreign currency translation
Balance at beginning of year (10,186) (7,257) (6,812)
Translation adjustments 1,187 (2,929) (445)
Balance at end of year (8,999) (10,186) (7,257)
Balance at beginning of year (15,048) (10,862) (6,919)
Total adjustments for the year (3,914) (4,186) (3,943)
Balance at end of year (18,962) (15,048) (10,862)
Total shareowners' equity $ 427,380 $ 507,564 $ 615,809
See notes to consolidated financial statements.
23<PAGE>
Consolidated Statements of Comprehensive Income
Year Ended December 31
In thousands 1999 1998 1997
Net income $ 328,528 $ 280,610 $ 180,290
Other comprehensive income items, net of
income taxes
Unrealized losses on securities (671) (1,257) (3,605)
Minimum pension liability adjustment (4,430) 107
Foreign currency translation 1,187 (2,929) (445)
Total other comprehensive (loss) (3,914) (4,186) (3,943)
Comprehensive income $ 324,614 $ 276,424 $ 176,347
See notes to consolidated financial statements.
24<PAGE>
Consolidated Statements of Cash Flows
Year Ended December 31
In thousands 1999 1998 1997
Operating activities
Net income $ 328,528 $ 280,610 $ 180,290
Adjustments to reconcile net income to
net cash provided by operating
activities:
Extraordinary item - loss on early
retirement of debt 5,900 3,200
Minority interest 7,223 8,275 7,265
Depreciation 133,493 135,519 127,497
Amortization 13,900 13,035 10,666
Deferred income taxes 18,854 3,242 (7,956)
Changes in working capital items
exclusive of business acquisitions:
Accounts receivable (19,834) 1,502 4,631
Inventories (17,867) (28,015) (5,393)
Other current assets (13,855) (13,475) 2,281
Other current liabilities 20,817 90,697 (822)
Pension assets and liabilities (3,506) 10,121 18,124
Postretirement benefit liability 6,787 6,209 5,952
Other - net (12,723) 26,258 11,930
Net cash provided by operating
activities 461,817 539,878 357,665
Investing activities
Capital expenditures (147,306) (161,251) (229,561)
Investment in securities (10,000) (10,015)
Business acquisitions, net of cash
acquired (3,551) (148,283)
Total investing activities (160,857) (161,251) (387,859)
Financing activities
Proceeds from issuance of notes payable 24,845 14,687 60,493
Repayment of notes payable (4,702) (20,880) (3,142)
Proceeds from issuance of long-term debt 66,174 102,922 133,015
Repayment of long-term debt (144,618) (75,743) (124,123)
Debt repurchase premiums (5,900) (3,200)
Stock repurchases (409,500) (318,139) (138,051)
Forward stock purchase amendment (21,298) (63,782)
Stock options exercised and other common
stock transactions 16,031 22,447 42,452
Put option premiums 44,823 30,196 9,856
Dividends on common stock (62,355) (62,613) (61,724)
Dividends on minority interest (10,929) (7,924) (3,519)
Proceeds from sale of LLC member
interest 100,000
Investment by joint venture partner 6,900 18,975
Issuance of mandatorily redeemable
preferred capital securities 200,000
Total financing activities (301,529) (377,829) 31,032
Effect of exchange rates on cash 742 (147) (390)
Increase in cash and cash equivalents 173 651 448
Cash and cash equivalents at beginning
of year 28,642 27,991 27,543
Cash and cash equivalents at end of year $ 28,815 $ 28,642 $ 27,991
See notes to consolidated financial statements.
25<PAGE>
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies
> Principles of Consolidation: The consolidated financial statements include
the accounts and transactions of the Company and its wholly-owned and majority-
owned subsidiaries. Intercompany accounts and transactions have been eliminated
in consolidation.
Exchange rate fluctuations from translating the financial statements of
subsidiaries located outside the United States into U.S. dollars are recorded in
accumulated other comprehensive income in shareowners' equity. All other
foreign exchange gains and losses are included in income.
> Reclassifications: Certain previously reported amounts have been reclassified
to conform with the current period presentation.
> Use of Estimates: The preparation of the consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes. Actual results could
differ from those estimates.
> Cash and Cash Equivalents: Highly liquid investments with a maturity of three
months or less when purchased are considered by the Company to be cash
equivalents.
> Inventories: Inventories are stated at the lower of cost or market.
Inventory costs are determined by the last-in, first-out (LIFO) method for
approximately 77 percent and 80 percent of the Company's inventories at December
31, 1999 and 1998, respectively. Costs for other inventories have been
determined principally by the first-in, first-out (FIFO) method.
> Income Taxes: Income taxes are accounted for using the asset and liability
approach in accordance with FASB Statement No. 109, "Accounting for Income
Taxes." Such approach results in the recognition of deferred tax assets and
liabilities for the expected future tax consequences of temporary differences
between the book carrying amounts and the tax basis of assets and liabilities.
> Intangibles: Intangibles principally represent goodwill, which is the cost of
business acquisitions in excess of the fair value of identifiable net tangible
assets acquired. Goodwill is amortized over 20 to 40 years using the straight-
line method and the carrying value is reviewed for impairment annually. If this
review indicates that it is probable that the projected future undiscounted cash
flows of the acquired assets were less than the carrying value of the goodwill,
the Company's carrying value of the goodwill will be reduced.
> Property, Plant and Equipment: Property, plant and equipment is stated on the
basis of cost. Depreciation expense is calculated principally on the straight-
line method to amortize the cost of the assets over their estimated economic
useful lives. The estimated useful lives are 15 to 45 years for buildings and
improvements and five to 20 years for machinery and equipment.
> Environmental Expenditures: The Company accrues for losses associated with
environmental remediation obligations when such losses are probable and
reasonably estimable. Accruals for estimated losses from environmental
remediation obligations generally are recognized no later than completion of the
remedial feasibility study. Such accruals are adjusted as further information
develops or circumstances change. Costs of future expenditures for
environmental remediation obligations are not discounted to their present value.
26<PAGE>
> Revenue Recognition and Product Warranty Costs: Revenue from sales of
products is generally recognized upon shipment to customers. Estimated product
warranty costs are recorded at the time of sale and periodically adjusted to
reflect actual experience.
> Advertising and Sales Promotion: All costs associated with advertising and
promoting products are expensed in the period incurred.
> Financial Instruments: The Company uses foreign exchange forward and option
contracts to manage certain foreign currency exchange rate risks associated with
its international operations. The outstanding contracts are marked to market
each period with the gains and losses included in income.
The Company has a trading program of interest rate swap contracts
outstanding which are marked to market each period with the gains and losses
included in income.
The Company uses interest rate swaps to adjust the proportion of total debt
that is subject to variable and fixed interest rates. Payments made or received
are recognized as an adjustment to interest expense.
The Company uses commodity swap agreements for hedging purposes to reduce
the effect of changing raw material prices. Gains and losses on the swap
agreements are deferred until settlement and recorded as a component of cost of
goods sold when settled.
The Company has forward stock purchase contracts outstanding in its own
shares which require a net cash settlement. As such, the contracts are
considered assets or liabilities and changes in fair value are recognized in the
Company's financial statements each period with the gains and losses included in
income.
The Company also has forward stock purchase contracts outstanding in its
own shares which allow the Company to determine the method of settlement. As
such, the contracts are considered equity instruments and changes in fair value
are not recognized in the Company's financial statements. If the Company
determines to settle the contracts in cash, the amount of cash paid or received
would be reported as a reduction of, or an addition to, paid-in capital.
The Company has put option contracts outstanding in its own shares which
allow the Company to determine whether the contracts are settled in cash or
shares. As such, the contracts are considered equity instruments and changes in
fair value are not recognized in the Company's financial statements. The
premiums received from the sale of put options are recorded as an addition to
paid-in capital. If the Company determines to settle the contracts in cash, the
amount of cash paid would be reported as a reduction of paid-in capital.
> Stock-Based Compensation: The Company has elected to follow Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" (APB
25), and related interpretations in accounting for its employee stock options
and awards. Under APB 25, no compensation expense is recognized when the
exercise price of options equals the fair value (market price) of the underlying
stock on the date of grant.
> Earnings Per Common Share: Basic and diluted earnings per share is calculated
in accordance with FASB Statement No. 128, "Earnings Per Share." Basic EPS is
computed by dividing net income by the weighted-average number of common shares
outstanding during the period. Diluted EPS reflects the potential dilution from
the exercise or conversion of securities, such as stock options and put options,
into common stock.
27<PAGE>
> Comprehensive Income: Comprehensive Income is calculated in accordance with
FASB Statement No. 130, "Reporting Comprehensive Income." Statement 130
requires unrealized losses on the Company s available-for-sale securities,
minimum pension liability adjustments and foreign currency translation
adjustments to be included in accumulated other comprehensive income as a
component of shareowners equity.
> Impact of Recently Issued Accounting Standards: In June 1998, the FASB issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities." The Company expects to adopt the new Statement effective January
1, 2001. Statement 133 will require the Company to recognize all derivatives on
the consolidated balance sheet at fair value. The Company does not anticipate
that the adoption of Statement 133 will have a significant effect on its results
of operations or financial position.
Business Acquisitions
Effective January 1, 1999, Maytag acquired all of the outstanding shares of
Jade, a manufacturer of commercial ranges, and refrigerators and residential
ranges for $19.2 million. In connection with the purchase, Maytag retired debt
and incurred transaction costs of $3.6 million and issued 289 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.
The excess of purchase price over the fair values of net assets acquired was
approximately $17 million and has been recorded as Other intangibles (goodwill)
in the Consolidated Balance Sheets and is being amortized on a straight-line
basis over 20 years.
In the fourth quarter of 1998, Rongshida-Maytag acquired all of the
outstanding shares of Three-Gorges, a manufacturer of home laundry products in
China. This business produces and markets home laundry equipment and has annual
sales of approximately $15 million. In connection with the purchase, Rongshida-
Maytag assumed $8 million in notes payable and long-term debt. This 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. The excess of purchase price (consisting only of assumed notes
payable and long-term debt) over the fair values of net assets acquired was
approximately $2 million and has been recorded as Other intangibles (goodwill)
in the Consolidated Balance Sheets and is being amortized on a straight-line
basis over 40 years.
On October 1, 1997, the Company acquired all of the outstanding shares of
G.S. Blodgett Corporation, a manufacturer of commercial ovens, fryers and
charbroilers for the food service industry, for $96.4 million. In connection
with the purchase, the Company also incurred transaction costs of $4.2 million
and retired debt of approximately $53.2 million. As a result, the total cost of
the business acquired was $148.3 million, net of cash acquired of $5.5 million.
The Company funded this acquisition through cash provided by operating
activities and borrowings. This business, which had annual sales of
approximately $135 million, produces and markets commercial cooking equipment
primarily under the Blodgett and Pitco Frialator brands. This 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.
The excess of purchase price over the fair values of net assets acquired was
approximately $120 million and has been recorded as Other intangibles (goodwill)
in the Consolidated Balance Sheets and is being amortized on a straight-line
basis over 40 years.
28<PAGE>
Consolidated pro forma net sales, income and earnings per share would not
have been materially different from the reported amounts for 1999 and 1998.
Such unaudited pro forma amounts are not indicative of what the actual
consolidated results of operations might have been if the acquisitions had been
effective at the beginning of January 1, 1999 and January 1, 1998, respectively.
Inventories
Inventories consisted of the following:
December 31
In thousands 1999 1998
Raw materials $ 66,731 $ 69,039
Work in process 72,162 66,578
Finished goods 335,844 317,331
Supplies 9,615 8,856
Total FIFO cost 484,352 461,804
Less excess of FIFO cost over LIFO 80,232 78,051
Inventories $ 404,120 $ 383,753
Income Taxes
Deferred income taxes reflect the expected future tax consequences of temporary
differences between the book carrying amounts and the tax basis of assets and
liabilities.
Deferred tax assets and liabilities consisted of the following:
December 31
In thousands 1999 1998
Deferred tax assets (liabilities):
Property, plant and equipment $ (65,088) $ (63,940)
Postretirement benefit liability 178,015 180,349
Product warranty/liability accruals 36,381 30,092
Pensions and other employee benefits 4,385 20,879
Advertising and sales promotion accruals 10,426 9,868
Interest rate swaps 9,023 11,620
Other - net (8,543) (4,805)
164,599 184,063
Less valuation allowance for deferred tax assets 45,357 45,967
Net deferred tax assets $ 119,242 $ 138,096
Recognized in Consolidated Balance Sheets:
Deferred tax assets - current $ 35,484 $ 39,014
Deferred tax assets - noncurrent 106,600 120,273
Deferred tax liabilities - noncurrent (22,842) (21,191)
Net deferred tax assets $ 119,242 $ 138,096
Components of the provision (benefit) for income taxes consisted of the
following:
Year Ended December 31
In thousands 1999 1998 1997
Current provision (benefit):
Federal $ 161,400 $ 157,900 $ 86,300
State 13,200 21,500 11,200
Non-United States (1,400) (100) 2,200
173,200 179,300 99,700
Deferred provision (benefit):
Federal 12,800 (2,800) 8,400
State 9,200 (400) 1,700
Non-United States (100)
21,900 (3,200) 10,100
Provision for income taxes $ 195,100 $ 176,100 $ 109,800
29<PAGE>
The reconciliation of the United States federal statutory tax rate to the
Company's effective tax rate consisted of the following:
Year Ended December 31
1999 1998 1997
U.S. statutory rate applied to income
before income taxes, minority interest
and extraordinary item 35.0% 35.0% 35.0%
Increase (reduction) resulting from:
Utilization of capital loss
carryforward (9.6)
Deferred tax asset valuation
allowance 9.6
Amortization of goodwill 0.9 0.9 1.1
Difference due to minority interest (0.8) (0.7) (0.8)
State income taxes, net of federal
tax benefit 2.7 2.9 2.8
Other - net (1.0) (0.7) (1.6)
Effective tax rate 36.8% 37.4% 36.5%
Since the Company plans to continue to finance expansion and operating
requirements of subsidiaries outside the United States through reinvestment of
the undistributed earnings of these subsidiaries (approximately $9 million at
December 31, 1999), taxes which would result from distribution have only been
provided on the portion of such earnings estimated to be distributed in the
future. If such earnings were distributed beyond the amount for which taxes
have been provided, additional taxes payable would be eliminated substantially
by available tax credits arising from taxes paid outside the United States.
Income taxes paid, net of refunds received, during 1999, 1998 and 1997 were
$170 million, $154 million and $107 million, respectively.
The tax effect of the minimum pension liability adjustment component of
comprehensive income was $2.6 million in 1999. The tax effects of the
unrealized losses on securities and foreign currency translation adjustment
components of comprehensive income were recorded as deferred tax assets with a
corresponding valuation allowance. The Company believes the realization of
unrealized losses on securities and foreign currency translation adjustments
would be classified as capital losses for tax purposes and no capital gain would
be available to the Company to utilize the losses.
Notes Payable
Notes payable at December 31, 1999 consisted of notes payable to foreign banks
of $55.1 million and commercial paper borrowings of $77.9 million. The weighted
average interest rate on all notes payable to foreign banks and commercial paper
borrowings was 6.0 percent at December 31, 1999. Notes payable at December 31,
1998 consisted of notes payable to foreign banks of $59.8 million and commercial
paper borrowings of $53.1 million. The weighted average interest rate on all
notes payable to foreign banks and commercial paper borrowings was 7.0 percent
at December 31, 1998.
The Company's commercial paper program is supported by a credit agreement
with a consortium of banks which provides revolving credit facilities totalling
$400 million. This agreement expires June 29, 2001 and includes covenants for
interest coverage and leverage which the Company was in compliance with at
December 31, 1999.
30<PAGE>
Long-Term Debt
Long-term debt consisted of the following:
December 31
In thousands 1999 1998
Notes payable with interest payable semiannually:
Due May 15, 2002 at 9.75% $ 125,358 $ 125,358
Due July 15, 1999 at 8.875% 116,820
Medium-term notes, maturing from 2000 to 2010, from
5.30% to 9.03% with interest payable semiannually 149,230 125,230
Medium-term notes, maturing from 2000 to 2001, with
interest adjusted each quarter based on LIBOR and
payable quarterly 185,000 160,000
Employee stock ownership plan notes payable
semiannually through July 2, 2004 at 5.13% 35,300 42,360
Other 13,349 16,913
508,237 586,681
Less current portion of long-term debt 170,473 140,176
Long-term debt $ 337,764 $ 446,505
The $125.4 million of notes payable and $84.2 million of the medium-term
notes grant the holders the right to require the Company to repurchase all or
any portion of their notes at 100 percent of the principal amount thereof,
together with accrued interest, following the occurrence of both a change of
Company control and a credit rating decline to below investment grade.
Interest paid during 1999, 1998 and 1997 was $63.1 million, $64 million and
$65.1 million, respectively. When applicable, the Company capitalizes interest
incurred on funds used to construct property, plant and equipment. Interest
capitalized during 1997 was $4.2 million. Interest capitalized during 1999 and
1998 was not significant.
The aggregate maturities of long-term debt in each of the next five years
and thereafter are as follows (in thousands): 2000--$170,473; 2001--$64,534;
2002--$133,542; 2003--$43,276; 2004--$25,327; thereafter--$71,085.
In 1999, the Company issued a $24 million medium-term note with a fixed
interest rate of 6 percent due January 26, 2009. The Company also entered into
an interest rate swap contract to exchange the interest rate payments associated
with this medium-term note to variable rate payments based on LIBOR. For
additional disclosures regarding the Company's interest rate swap contracts.
(See "Financial Instruments" section in the Notes to Consolidated Financial
Statements.) The Company also issued a $40 million medium-term note with a
floating interest rate based on LIBOR with the interest rate reset quarterly due
September 17, 2001. As of December 31, 1999, the floating interest rates based
on LIBOR for the $185 million medium-term notes ranged from 6.20 percent to 6.81
percent.
In 1998, the Company issued a $16 million medium-term note with a fixed
interest rate of 5.30 percent due September 29, 2000. The Company also issued a
$70 million medium-term note with a floating rate based on LIBOR with the
interest rate reset quarterly due May 10, 2000. The Company also issued a $15
million medium-term note with a floating rate based on LIBOR due December 3,
1999.
In 1998, the Company made early retirements of debt totalling $71.1 million
at an after-tax cost of $5.9 million (net of income tax benefit of $3.5
million). Included in this amount was $22.1 million of the 9.75 percent notes
due May 15, 2002, $31.7 million of the 8.875 percent notes due July 15, 1999 and
$17.3 million of medium-term notes.
In 1997, the Company issued a $75 million medium-term note maturing in 2009
which has an interest rate based on three month LIBOR through November 1999. In
1999, the Company modified the agreement to establish a maturity date of
February 15, 2000 and reset the interest rate to 6.81 percent based on three
31<PAGE>
month LIBOR. The Company has the option to extend the maturity of the note,
subject to a reset of the interest rate, for three month terms after February
15, 2000. In 1997, the Company also reissued $49.3 million of 5.13 percent
employee stock ownership plan notes.
In 1997, the Company made early retirements of debt of $61.8 million at an
after-tax cost of $3.2 million (net of income tax benefit of $2.0 million).
Included in this amount was $12.5 million of the 9.75 percent notes due May 15,
2002 and $49.3 million of 9.35 percent employee stock ownership plan notes.
The 1998 and 1997 charges for the early retirement of debt have been
reflected in the Consolidated Statements of Income as extraordinary items.
Accrued Liabilities
Accrued liabilities consisted of the following:
December 31
In thousands 1999 1998
Warranties $ 62,459 $ 46,162
Advertising and sales promotion 51,377 59,036
Other 80,238 71,503
Accrued liabilities $ 194,074 $ 176,701
Pension Benefits
The Company provides noncontributory defined benefit pension plans for most
employees. Plans covering salaried and management employees generally provide
pension benefits that are based on an average of the employee's earnings and
credited service. Plans covering hourly employees generally provide benefits of
stated amounts for each year of service. The Company's funding policy for the
plans is to contribute amounts sufficient to meet the minimum funding
requirement of the Employee Retirement Income Security Act of 1974, plus any
additional amounts which the Company may determine to be appropriate.
The reconciliation of the beginning and ending balances of the projected
benefit obligation, reconciliation of the beginning and ending balances of the
fair value of plan assets, funded status of plans and amounts recognized in the
Consolidated Balance Sheets consisted of the following:
December 31
In thousands 1999 1998
Change in projected benefit
obligation:
Benefit obligation at beginning
of year $ 1,094,284 $ 983,705
Service cost 27,044 22,223
Interest cost 74,406 69,615
Amendments 16,442 18,977
Actuarial loss 24,013 65,333
Benefits paid (69,918) (65,362)
Curtailments/settlements 116 431
Other (foreign currency) 562 (638)
Benefit obligation at end of year 1,166,949 1,094,284
32<PAGE>
Change in plan assets:
Fair value of plan assets at
beginning of year 946,615 892,326
Actual return of plan assets 117,272 106,479
Employer contribution 38,529 13,905
Benefits paid (69,918) (65,362)
Other (foreign currency) 599 (733)
Fair value of plan assets at end
of year 1,033,097 946,615
Funded status of plan (133,852) (147,669)
Unrecognized actuarial loss 53,009 69,915
Unrecognized prior service cost 87,431 83,460
Unrecognized transition assets (5,957) (11,156)
Net amount recognized $ 631 $ (5,450)
Amounts recognized in the
Consolidated Balance Sheets
consisted of:
Prepaid pension cost $ 1,487 $ 1,399
Intangible pension asset 48,668 62,811
Accrued pension cost (56,528) (69,660)
Accumulated other comprehensive
income 7,004
Net pension asset (liability) $ 631 $ (5,450)
Assumptions used in determining net periodic pension cost for the plans in
the United States consisted of the following:
1999 1998 1997
Discount rates 6.75% 7.25% 7.50%
Rates of increase in compensation levels 4.50% 5.00% 5.00%
Expected long-term rate of return on assets 9.50% 9.50% 9.50%
For the valuation of projected benefit obligation at December 31, 1999 set
forth in the table above, and for determining net periodic pension cost in 2000,
the discount rate was increased to 7.75 percent and the rate of compensation was
increased to 5.25 percent. Assumptions for plans outside the United States are
comparable to the above in all periods.
The actuarial loss in the projected benefit obligation in 1999 was
primarily due to changes in assumptions for mortality rates, retirement ages and
rates of increases in compensation levels partially offset by the actuarial gain
from the increase in the discount rate used for the valuation of the projected
benefit obligation at December 31, 1999. The actuarial loss in the projected
benefit obligation in 1998 was due primarily to the decrease in the discount
rate used for the valuation of the projected benefit obligation at December 31,
1998 partially offset by the change in assumption for the rates of increases in
compensation levels.
The Company amended its pension plans in 1999 and 1998 to include several
benefit improvements for plans covering salaried and hourly employees.
33<PAGE>
The components of net periodic pension cost consisted of the following:
Year Ended December 31
In thousands 1999 1998 1997
Components of net periodic pension
cost:
Service cost $ 27,044 $ 22,223 $ 19,628
Interest cost 74,406 69,615 66,550
Expected return on plan assets (80,513) (74,979) (70,301)
Amortization of transition assets (5,214) (4,798) (5,097)
Amortization of prior service
cost 12,507 10,059 10,078
Recognized actuarial loss 4,189 867 794
Curtailments/settlements 116 936 387
Net periodic pension cost $ 32,535 $ 23,923 $ 22,039
The recognized actuarial loss in 1999 reflects differences between actual
experience and actuarial assumptions primarily for rates of compensation
increases and retirement ages.
The projected benefit obligation, accumulated benefit obligation and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were $1,157,410, $1,078,711 and $1,022,275,
respectively, as of December 31, 1999, and $1,085,044, $1,006,848 and $937,283,
respectively, as of December 31, 1998.
Postretirement Benefits
The Company provides postretirement health care and life insurance benefits for
certain employee groups in the U.S. Most of the postretirement plans are
contributory and contain certain other cost sharing features such as deductibles
and coinsurance. The plans are unfunded. Employees do not vest and these
benefits are subject to change. Death benefits for certain retired employees
are funded as part of, and paid out of, pension plans.
The reconciliation of the beginning and ending balances of the
accumulated benefit obligation, reconciliation of the beginning and ending
balances of the fair value of plan assets, funded status of plans and amounts
recognized in the Consolidated Balance Sheets consisted of the following:
December 31
In thousands 1999 1998
Change in accumulated benefit
obligation:
Benefit obligation at beginning
of year $ 424,244 $ 381,690
Service cost 14,390 12,895
Interest cost 27,282 26,613
Actuarial loss (gain) (13,837) 25,590
Benefits paid (27,255) (22,544)
Benefit obligation at end of year 424,824 424,244
Change in plan assets:
Fair value of plan assets at
beginning of year -- --
Employer contribution 27,255 22,544
Benefits paid (27,255) (22,544)
Fair value of plan assets at end
of year -- --
34<PAGE>
Funded status of plan (424,824) (424,244)
Unrecognized actuarial gain (40,392) (26,491)
Unrecognized prior service cost (2,170) (9,864)
Postretirement benefit liability $ -467386 $ -460599
Assumptions used in determining net periodic postretirement benefit cost
consisted of the following:
1999 1998 1997
Health care cost trend rates(1):
Current year 6.00% 6.50% 7.00%
Decreasing gradually to the year 2001 and
remaining thereafter 5.00% 5.00% 5.00%
Discount rates 6.75% 7.25% 7.50%
(1) Weighted-average annual assumed rate of increase in the per capita cost of
covered benefits.
For the valuation of accumulated benefit obligation at December 31, 1999
set forth in the table above, and for determining net postretirement benefit
costs in 2000, the discount rate was increased to 7.75 percent and the health
care cost trend rates were assumed to be 5.5 percent for 2000 decreasing
gradually to 5.0 percent in the year 2001 and remaining thereafter.
The actuarial gain in the projected benefit obligation in 1999 was
primarily due to the increase in the discount rate used for the valuation of the
projected benefit obligation at December 31, 1999. The actuarial loss in the
projected benefit obligation in 1998 was primarily due to the decrease in the
discount rate used for the valuation of the projected benefit obligation at
December 31, 1998.
The components of net periodic postretirement cost consisted of the
following:
Year Ended December 31
In thousands 1999 1998 1997
Components of net periodic
postretirement cost:
Service cost $ 14,390 $ 12,895 $ 12,491
Interest cost 27,282 26,613 26,588
Amortization of prior service
cost (7,629) (8,975) (10,168)
Recognized actuarial gain (1,780) (1,550)
Net periodic postretirement $ 34,043 $ 28,753 $ 27,361
cost
The assumed health care cost trend rates have a significant effect on
the amounts reported for the health care plans. A one-percentage change in
assumed health care cost trend rates effect consisted of the following:
1-Percentage- 1-Percentage-
Point Point
In thousands Increase Decrease
Effect on total of
postretirement service
and interest cost
components $ 6,531 (5,687)
Effect on postretirement
benefit obligation 47,070 (42,355)
35<PAGE>
Leases
The Company leases buildings, machinery, equipment and automobiles under
operating leases. Rental expense for operating leases amounted to $25.8
million, $25.9 million and $23.3 million for 1999, 1998 and 1997, respectively.
Future minimum lease payments for operating leases as of December 31,
1999 consisted of the following:
Year Ending In thousands
2000 $ 14,407
2001 10,592
2002 8,524
2003 7,669
2004 4,314
Thereafter 10,875
Total minimum lease payments $ 56,381
Financial Instruments
The Company uses foreign exchange forward and option contracts to manage certain
foreign exchange exposure to transactions, assets and liabilities that are
subject to risk from foreign currency rate changes. The counterparties to the
contracts are high credit quality international financial institutions. During
1999, 1998 and 1997, the Company used foreign exchange forward and option
contracts for the exchange of Canadian dollars to U.S. dollars to hedge the sale
of appliances manufactured in the U.S. and sold to Canadian customers. Gains
and losses recognized from these contracts were not significant. As of December
31, 1999 and 1998, the Company had open foreign currency forward contracts for
the exchange of Canadian dollars, all having maturities less than twelve months,
in the amount of U.S. $68.4 million and U.S. $70.4 million, respectively.
In 1999, the Company entered into commodity swap agreements for hedging
purposes to reduce the effect of changing raw material prices. Gains and losses
on the swap agreements are deferred until settlement and recorded as a component
of cost of goods sold when settled. The notional amounts of the commodity swap
agreements are based on anticipated raw material purchases and expire during
2000 and 2001. Gains and losses recognized from these contracts were not
significant.
The Company has a trading program of interest rate swaps which it marks to
market each period. The swap transactions involve the exchange of Canadian
variable interest and fixed interest rate instruments. The counterparty is a
single financial institution of the highest credit quality. All swaps are
executed under an International Swap and Derivatives Association, Inc. (ISDA)
master netting agreement. The Company had five swap transactions outstanding
which mature by 2003 with a total notional amount of $74.1 million as of
December 31, 1999 and 80.1 million as of December 31, 1998. The fair value of
the swap positions of $23.7 million at December 31, 1999 and $29.7 million at
December 31, 1998 is reflected in Other noncurrent liabilities in the
Consolidated Balance Sheets. The value of these individual swaps is dependent
upon movements in the Canadian and U.S. interest rates. As the portfolio of
interest rate swaps outstanding at December 31, 1999 is configured, there would
be no measurable impact on the net market value of the swap transactions
outstanding with any future changes in interest rates. In 1999, 1998 and 1997
the Company incurred $7.5 million, $7.5 million and $7.6 million, respectively
of net interest expense in payment on the exchange position of these swap
transactions. Additionally, in 1999, 1998 and 1997 the Company recognized mark
to market gains of $6 million, $5.6 million and $5.4 million, repectively which
are reflected in Other-net in the Consolidated Statements of Income.
In 1999, the Company entered into interest rate swap contracts to adjust
36<PAGE>
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. At December 31, 1999, the
Company had outstanding interest rate swap agreements with notional amounts
totalling $124 million. Under these agreements, the Company receives weighted
average fixed interest rates of 6.24 percent and pays floating interest rates
based on three month LIBOR rates, or a weighted average interest rate of 6.05
percent, as of December 31, 1999. The net interest expense associated with the
interest rate swap contracts was not significant.
Financial instruments which subject the Company to concentrations of credit
risk primarily consist of accounts receivable from customers. The majority of
the Company s sales are derived from the home appliances segment which sells
predominantly to retailers. These retail customers range from major national
retailers to independent retail dealers and distributors. In some instances,
the Company retains a security interest in the product sold to customers. In
addition, the Company insures a certain portion of the accounts receivable.
While the Company has experienced losses in collection of accounts receivables
due to business failures in the retail environment, the assessed credit risk for
existing accounts receivable is provided for in the allowance for doubtful
accounts.
The Company used various assumptions and methods in estimating fair value
disclosures for financial instruments. The carrying amounts of cash and cash
equivalents, accounts receivable and notes payable approximated their fair value
due to the short maturity of these instruments. The fair values of long-term
debt were estimated based on quoted market prices, if available, or quoted
market prices of comparable instruments. The fair values of interest rate
swaps, foreign currency contracts, commodity swaps, forward stock purchase
contracts and put option contracts were estimated based on amounts the Company
would pay to terminate the contracts at the reporting date.
The carrying amounts and fair values of the Company's financial
instruments, consisted of the following:
December 31, 1999 December 31, 1998
Carrying Fair Carrying Fair
In thousands Amount Value Amount Value
Cash and cash equivalents $ 28,815 $ 28,815 $ 28,642 $ 28,642
Accounts receivable 494,747 494,747 472,979 472,979
Notes payable (133,041) (133,041) (112,898) (112,898)
Long-term debt (508,237) (516,942) (586,681) (620,230)
Interest rate swaps -
trading (23,692) (23,692) (29,665) (29,665)
Interest rate swaps -
non-trading (1,337)
Foreign currency contracts (483) (483) 305 305
Commodity swap contracts 2,432
Forward stock purchase
contracts (Company
settlement choice) (9,595) (64,520)
Forward stock purchase
contracts (Net cash
settlement) 2,570 2,570
Put option contracts (80,845) (4,054)
37<PAGE>
For additional disclosures regarding the Company's notes payable, see Notes
Payable section in the Notes to Consolidated Financial Statements. For
additional disclosures regarding the Company's long-term debt, see Long-Term
Debt section in the Notes to Consolidated Financial Statements. For additional
disclosures regarding the Company's forward stock purchase contracts and put
option contracts, see Shareowners' Equity section in the Notes to Consolidated
Financial Statements.
Company Obligated Manditorily Redeemable Preferred Capital Securities of
Subsidiary Trust Holding Solely the Company's Debentures and Minority Interest
In the third and fourth quarters of 1999, Maytag together with two newly
established business trusts, issued units comprised of (a) a preferred security
of each Maytag Trusts which provides for a 6.85 and 6.3 percent per annum
distribution, respectively and (b) a purchase contract requiring the unitholder
to purchase shares of Maytag common stock from Maytag on November 15, 2002 and
June 30, 2002, respectively. An outside investor purchased the units for a
noncontrolling interest in the Maytag Trusts in the aggregate for $200 million.
The Maytag Trusts used the proceeds from the sale of the units, in addition to
$6 million aggregate capital contributions from Maytag, to purchase $103 million
of 6.85 percent Maytag debentures due November 15, 2004 and $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 Trusts. The
applicable distribution rate on the preferred securities of the Maytag Trusts
that remain outstanding after November 15, 2002 and June 30, 2002, respectively,
will be reset to reflect changes in the market for such securities. Under the
purchase contracts, Maytag will pay the holder contract adjustment payments at a
rate of 4.265 percent and 3.359 percent of the stated amount of units per annum,
respectively. Under the purchase contract Maytag will issue shares of Maytag
common stock for a total purchase price of $200 million. The maximum number of
shares Maytag will be required to deliver to the holder, for the cumulative
purchase price of $200 million is approximately 4.4 million shares, reflecting a
minimum issuance price of $45 per share. If the share price is above $45 per
share at the time of settlement, Maytag will issue fewer shares in exchange for
the purchase price of $200 million. The Company s objective in this transaction
is to raise low-cost, equity funds. For financial reporting purposes, the
results of the trusts (other than those which are eliminated in consolidation)
are included in the Company's consolidated financial statements. The outside
investor s noncontrolling interest in the Maytag Trust of $200 million is
reflected in "Company obligated manditorily redeemable preferred capital
securities of subsidiary trust holding solely the Company's debentures" in the
Consolidated Balance Sheets. The income attributable to such noncontrolling
interest is reflected in Minority Interest in the Consolidated Statements of
Income.
In the third quarter of 1997, the Company and a wholly-owned subsidiary of
the Company contributed intellectual property and know-how with an appraised
value of $100 million and other assets with a market value of $54 million to
Anvil Technologies LLC ("LLC"), a newly formed Delaware limited liability
company. An outside investor purchased from the Company a noncontrolling,
member interest in the LLC for $100 million. The Company's objective in this
transaction was to raise low-cost, equity funds. For financial reporting
purposes, the results of the LLC (other than those which are eliminated in
consolidation) are included in the Company's consolidated financial statements.
In 1996, the Company invested approximately $35 million and committed
additional cash investments of approximately $35 million to acquire a 50.5
percent ownership in Rongshida-Maytag, a manufacturer of home appliances in
China. The Company's joint venture partner also committed additional cash
investments of approximately $35 million, of which $7 million, $19 million and
38<PAGE>
$9 million were contributed in 1998, 1997 and 1996, respectively. The results
of this majority-owned joint venture in China are included in the Company's
consolidated financial statements.
The (income)/loss attributable to the noncontrolling interest reflected in
Minority interest in the Consolidated Statements of Income consisted of the
following:
Year Ended December 31
In thousands 1999 1998 1997
Rongshida-Maytag $ 4,027 $ (827)$ (3,991)
Maytag Trusts (3,791)
Anvil Technologies LLC (7,459) (7,448) (3,274)
Minority interest $ (7,223)$ (8,275)$ (7,265)
The outside investors' noncontrolling interest reflected in Minority interest in
the Consolidated Balance Sheets consisted of the following:
Year Ended December 31
In thousands 1999 1998
Rongshida-Maytag $ 69,742 $ 74,035
Anvil Technologies LLC 100,046 100,020
Minority interest $ 169,788 $ 174,055
Stock Plans
The 1996 Employee Stock Incentive Plan provides that the Company may grant to
eligible employees stock options, restricted stock and other incentive awards.
Up to 6.5 million shares of common stock may be granted under the plan, of which
no more than 2.5 million shares may be granted as restricted stock. The vesting
period and terms of stock options granted are established by the Compensation
Committee of the Board of Directors. Generally, the options become exercisable
three years after the date of grant and have a maximum term of 10 years. There
are stock options and restricted stock outstanding that were granted under
previous plans with terms similar to the 1996 plan.
In 1998, the shareowners approved the 1998 Non-Employee Directors' Stock
Option Plan which replaced the 1989 Non-Employee Directors Stock Option Plan.
The plan authorizes the issuance of up to 500,000 shares of Common stock to the
Company's non-employee directors. Stock options under this plan are immediately
exercisable upon grant and generally have a maximum term of five years.
In the event of a change of Company control, all outstanding stock options
become immediately exercisable under the above described plans. There were
821,212 and 2,404,563 shares available for future stock grants at December 31,
1999 and 1998, respectively.
The Company has elected to follow APB 25, "Accounting for Stock Issued to
Employees," and recognizes no compensation expense for stock options as the
option price under the plan equals the fair market value of the underlying stock
at the date of grant. Pro forma information regarding net income and earnings
per share is required by FASB Statement No. 123, "Accounting for Stock-Based
Compensation," and has been determined as if the Company had accounted for its
employee stock options under the fair value method of that Statement. The fair
value of these stock options was estimated at the date of grant using a Black-
Scholes option pricing model.
39<PAGE>
The Company's weighted-average assumptions consisted of the following:
1999 1998 1997
Risk-free interest rate 6.04% 5.08% 5.85%
Dividend yield 1.50% 1.13% 1.75%
Stock price volatility factor 0.25 0.25 0.25
Weighted-average expected life (years) 5 5 5
Weighted-average fair value of options
granted $13.31 $13.09 $8.67
For purposes of pro forma disclosures, the estimated fair value of options
granted is amortized to expense over the options' vesting period. The pro forma
effect on net income is not representative of the pro forma effect on net income
in future years because grants made in 1996 and later years have an increasing
vesting period.
The Company's pro forma information consisted of the following:
In thousands except per share data 1999 1998 1997
Net income - as reported $328,528 $280,610 $180,290
Net income - pro forma 321,090 275,672 178,159
Basic earnings per share - as reported 3.80 3.05 1.87
Diluted earnings per share - as reported 3.66 2.99 1.84
Basic earnings per share - pro forma 3.71 3.00 1.84
Diluted earnings per share - pro forma 3.58 2.93 1.82
Stock option activity consisted of the following:
Average Option
Price Shares
Outstanding December 31, 1996 $ 17.54 5,396,371
Granted 30.87 1,284,460
Exercised 16.44 (1,424,657)
Exchanged for SAR 16.46 (3,305)
Canceled or expired 18.04 (30,230)
Outstanding December 31, 1997 21.12 5,222,639
Granted 46.39 912,195
Exercised 17.14 (755,083)
Exchanged for SAR 16.83 (520)
Canceled or expired 20.91 (75,180)
Outstanding December 31, 1998 26.03 5,304,051
Granted 46.08 2,043,952
Exercised 19.62 (437,400)
Exchanged for SAR 15.80 (1,440)
Canceled or expired 26.27 (71,700)
Outstanding December 31, 1999 $ 32.44 6,837,463
Exercisable options
December 31, 1997 $ 16.87 2,185,229
December 31, 1998 17.77 1,523,060
December 31, 1999 19.30 2,847,772
40<PAGE>
Information with respect to stock options outstanding and stock options
exercisable as of December 31, 1999 consisted of the following:
Options Outstanding Options Exercisable
Weighted Weighted Weighted
Range of Average Average Average
Exercise Number Remaining Exercise Number Exercise
Prices Outstanding Life Price Exercisable Price
$10.94-$16.88 463,107 3.5 $15.25 463,107 $15.25
$17.63-$31.56 3,465,005 6.9 23.11 2,321,665 18.95
$42.88-$46.34 2,807,634 9.4 45.77
$51.91-$70.94 101,717 5.9 60.11 63,000 61.87
6,837,463 2,847,772
Some stock options were granted with stock appreciation rights (SAR) which
entitle the employee to surrender the right to receive up to one-half of the
shares covered by the option and to receive a cash payment equal to the
difference between the stock option price and the market value of the shares
being surrendered. Stock options with a SAR outstanding were 41,285 at December
31, 1999, 69,465 at December 31, 1998 and 122,850 at December 31, 1997.
The Company issues restricted stock and stock units to certain executives
that vest over a three-year period based on achievement of pre-established
financial objectives. Restricted stock is paid out in shares and the stock
units are paid out in cash. Restricted stock shares outstanding at December 31,
1999, 1998 and 1997 were 253,290, 311,960 and 409,634, respectively. Restricted
stock units outstanding at December 31, 1999, 1998 and 1997 were 175,016,
217,186 and 289,272, respectively. The expense for the anticipated restricted
stock and stock unit payout is amortized over the three-year vesting period and
was $8.2 million, $11.8 million and $7.6 million in 1999, 1998 and 1997,
respectively. The number of shares of restricted stock issued in 1999 was
54,863 with a fair value at date of grant of $3.4 million. The number of stock
units issued in 1999 was 36,578 with a fair value at date of grant of $2.3
million.
Employee Stock Ownership Plan
The Company established an Employee Stock Option Plan (ESOP), and a related
trust issued debt and used the proceeds to acquire shares of the Company's stock
for future allocation to ESOP participants. ESOP participants generally consist
of all U.S. employees except certain groups covered by a collective bargaining
agreement. The Company guarantees the ESOP debt and reflects it in the
Consolidated Balance Sheets as Long-term debt with a related amount shown in the
Shareowners' equity section as part of Employee stock plans. Dividends
earned on the allocated and unallocated ESOP shares are used to service the
debt. The Company is obligated to make annual contributions to the ESOP trust
to the extent the dividends earned on the shares are less than the debt service
requirements. As the debt is repaid, shares are released and allocated to plan
participants based on the ratio of the current year debt service payment to the
total debt service payments over the life of the loan. If the shares released
are less than the shares earned by the employees, the Company contributes
additional shares to the ESOP trust to meet the shortfall. All shares held by
the ESOP trust are considered outstanding for earnings per share computations
and dividends earned on the shares are recorded as a reduction of retained
earnings.
41<PAGE>
The ESOP shares held in trust consisted of the following:
December 31
1999 1998
Original shares held in trust:
Released and allocated 1,932,055 1,700,757
Unreleased shares (fair value; 1999--$44,404,224;
1998--$71,985,029) 925,088 1,156,386
2,857,143 2,857,143
Additional shares contributed and allocated 666,295 666,295
Shares withdrawn (597,530) (514,211)
Total shares held in trust 2,925,908 3,009,227
The components of the total contribution to the ESOP trust consisted of the
following:
Year Ended December 31
In thousands 1999 1998 1997
Debt service requirement $ 8,963 $ 9,325 $ 9,831
Dividends earned on ESOP shares (2,150) (2,086) (1,960)
Cash contribution to ESOP trust 6,813 7,239 7,871
Fair market value of additional shares
contributed 6 726
Total contribution to ESOP trust $ 6,813 $ 7,245 $ 8,597
The components of expense recognized by the Company for the ESOP
contribution consisted of the following:
Year Ended December 31
In thousands 1999 1998 1997
Contribution classified as interest
expense $ 1,903 $ 2,265 $ 4,636
Contribution classified as compensation
expense 4,910 4,980 3,961
Total expense for the ESOP contribution $ 6,813 $ 7,245 $ 8,597
Shareowners' Equity
The share activity of the Company's common stock consisted of the following:
December 31
In thousands 1999 1998 1997
Common stock
Balance at beginning of period 117,151 117,151 117,151
Balance at end of period 117,151 117,151 117,151
Treasury stock
Balance at beginning of period (27,933) (22,465) (19,106)
Purchase of common stock for treasury (7,500) (6,300) (5,000)
Stock issued under stock option plans 448 760 1,374
Stock issued under restricted stock
awards, net 70 52 151
Additional ESOP shares issued 20 116
Stock issued in business acquisition 289
Balance at end of period (34,626) (27,933) (22,465)
During 1999, Maytag's board of directors authorized the repurchase of up to
20 million additional shares beyond the previous authorizations commencing in
1995 totalling 30.8 million shares. During 1999, Maytag repurchased 7.5 million
shares associated with the share repurchase program at a cost of $410 million.
As of December 31, 1999, of the 21.2 million shares which may be repurchased
under the existing board authorizations, Maytag is contingently obligated to
purchase 8.6 million shares under put options contracts, if such options are
42<PAGE>
exercised. (See discussion of these put option contracts below.) In addition,
in the fourth quarter of 1999, Maytag entered into forward stock purchase
agreements to repurchase three million shares of Maytag stock. (See discussion
of these forward contracts below.)
During the third quarter of 1999, Maytag amended the forward stock purchase
agreement entered into during 1997 to repurchase four million shares at a net
cost of $21 million. As a result of this amendment, the ultimate settlement
cost at the settlement date of August 2002 is approximately $10 million. Maytag
previously amended this forward stock purchase agreement during the first
quarter of 1998 at a net cost of $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.
In the fourth quarter of 1999, Maytag entered into forward stock purchase
agreements to repurchase three million shares of Maytag stock in the first
quarter of 2000 at an average price of $48. These forward stock purchase
contracts allow the Company to determine the method of settlement. The
Company's objective in these contracts is to reduce the average price of
repurchased shares. The fair market value of these contracts was not
significant as of December 31, 1999.
In connection with the share repurchase program, the Company sells put
options which give the purchaser the right to sell shares of the Company's
common stock to the Company at specified prices upon exercise of the options on
the designated expiration date. The put option contracts allow the Company to
determine the method of settlement. The Company's objective in selling put
options is to reduce the average price of repurchased shares. In 1999 and 1998,
the Company received $45 million and $30 million, respectively, in premium
proceeds from the sale of put options. As of December 31, 1999, there were 8.6
million put options outstanding with strike prices ranging from $37.00 to $73.06
(the weighted-average strike price was $53.89). Of the 8.6 million put options
outstanding, 3.1 million expire in 2000 with an average strike price of $66, 1.1
million expire in 2001 with an average strike price of $54 and 4.4 million
expire in 2002 with an average stike price of $45.
In the fourth quarter of 1999, Maytag entered into forward stock purchase
agreements to repurchase 300 thousand shares of Maytag stock in the first
quarter of 2000 and 2001 at an average price of $39. These forward stock
purchase contracts require a net cash settlement. The Company's objective in
these contracts is to offset the impact of fluctuations in stock-based
compensation that result from changes in the market price of Maytag stock. The
gains or losses associated with these contracts are recorded in Other-net in the
Consolidated Statements of Income.
Pursuant to a Shareholder Rights Plan approved by the Company in 1998, each
share of common stock carries with it one Right. Until exercisable, the Rights
will not be transferable apart from the Company's common stock. When
exercisable, each Right will entitle its holder to purchase one one-hundredth of
a share of preferred stock of the Company at a price of $165. The Rights will
only become exercisable if a person or group acquires 20 percent (which may be
reduced to not less than 10 percent at the discretion of the board of directors)
or more of the Company's common stock. In the event the Company is acquired in
a merger or 50 percent or more of its consolidated assets or earnings power are
sold, each Right entitles the holder to purchase common stock of either the
surviving or acquired company at one-half its market price. The Rights may be
redeemed in whole by the Company at a purchase price of $.01 per Right. The
preferred shares will be entitled to 100 times the aggregate per share dividend
payable on the Company's common stock and to 100 votes on all matters submitted
to a vote of shareowners. The Rights expire May 2, 2008.
43<PAGE>
Supplementary Expense Information
Advertising costs and research and development expenses consisted of the
following:
Year Ended December 31
In thousands 1999 1998 1997
Advertising costs $ 170,037 $ 168,483 $ 143,334
Research and development expenses 66,430 59,468 50,201
Earnings Per Share
The computation of basic and diluted earnings per share consisted of the
following:
Year Ended December 31
In thousands except per share data 1999 1998 1997
Numerator:
Income before extraordinary item $ 328,528 $ 286,510 $ 183,490
Extraordinary item - loss on early
retirement of debt (5,900) (3,200)
Numerator for basic and diluted
earnings per share - net income $ 328,528 $ 280,610 $ 180,290
Denominator:
Denominator for basic earnings per
share - weighted-average shares 86,443 91,941 96,565
Effect of dilutive securities:
Stock option plans 1,687 1,731 940
Restricted stock awards 170 196 190
Put options 872
Forward stock purchase contract 559 105 360
Potential dilutive common shares 3,288 2,032 1,490
Denominator for diluted earnings per
share - adjusted weighted-average
shares 89,731 93,973 98,055
Basic earnings per share $ 3.80 $ 3.05 $ 1.87
Diluted earnings per share $ 3.66 $ 2.99 $ 1.84
For additional disclosures regarding stock option plans and restricted
stock awards, see "Stock Plans" section in the Notes to Consolidated Financial
Statements. For additional disclosures regarding the Company's put options and
forward stock purchase contract, see "Shareowners' Equity" section in the Notes
to Consolidated Financial Statements.
Environmental Remediation
The operations of the Company are subject to various federal, state and local
laws and regulations intended to protect the environment including regulations
related to air and water quality and waste handling and disposal. The Company
also has received notices from the U.S. Environmental Protection Agency, state
agencies and/or private parties seeking contribution, that it has been
identified as a "potentially responsible party" (PRP), under the Comprehensive
Environmental Response, Compensation and Liability Act, and may be required to
share in the cost of cleanup with respect to such sites. The Company s ultimate
liability in connection with those sites may depend on many factors, including
the volume of material contributed to the site, the number of other PRPs and
their financial viability and the remediation methods and technology to be used.
The Company also has responsibility, subject to specific contractual terms, for
environmental claims for assets or businesses which have previously been sold.
While it is possible the Company s estimated undiscounted obligation of
approximately $11 million for future environmental costs may change in the near
44<PAGE>
term, the Company believes the outcome of these matters will not have a material
adverse effect on its consolidated financial position, results of operations or
cash flows. The accrual for environmental liabilities is reflected in Other
noncurrent liabilities in the Consolidated Balance Sheets.
Commitments and Contingencies
The Company has contingent liabilities arising in the normal course of business,
including pending litigation, environmental remediation, taxes and other claims.
The Company believes the outcome of these matters will not have a material
adverse effect on its consolidated financial position, results of operations or
cash flows.
At December 31, 1999, the Company has outstanding commitments for capital
expenditures of $36 million.
Segment Reporting
The Company has three reportable segments: home appliances, commercial
appliances and international appliances. The operations of the Company's home
appliances segment manufacture 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.
The operations of the Company's commercial appliances segment manufacture
commercial cooking and vending equipment. These products are sold primarily
sold to distributors, soft drink bottlers, restaurant chains and dealers in
North America and targeted international markets.
The international appliances segment consists of the Company's 50.5 percent
owned joint venture in China, Rongshida-Maytag, which manufactures laundry
products and refrigerators. These products are primarily sold to department
stores and distributors in China.
The Company's reportable segments are distinguished by the nature of
products manufactured and sold and types of customers. The Company's home
appliances segment has been further defined based on distinct geographical
locations.
The Company evaluates performance and allocates resources to reportable
segments primarily based on operating income. The accounting policies of the
reportable segments are the same as those described in the summary of
significant policies except that the Company allocates pension expense
associated with its pension plan to each reportable segment while recording the
pension assets and liabilities at corporate. In addition, the Company records
its federal and state deferred tax assets and liabilities at corporate.
Intersegment sales are not significant.
45<PAGE>
Financial information for the Company's reportable segments consisted of
the following:
Year Ended December 31
In thousands 1999 1998 1997
Net sales
Home appliances $3,706,357 $3,482,842 $3,035,593
Commercial appliances 490,916 458,008 249,416
International appliances 126,400 128,440 122,902
Consolidated total $4,323,673 $4,069,290 $3,407,911
Operating income
Home appliances $ 562,288 $ 505,110 $ 351,665
Commercial appliances 58,209 49,769 19,437
International appliances (3,313) 5,939 11,605
Total for reportable segments 617,184 560,818 382,707
Corporate (41,691) (38,080) (24,434)
Consolidated total $ 575,493 $ 522,738 $ 358,273
Capital expenditures
Home appliances $ 117,765 $ 126,019 $ 174,622
Commercial appliances 6,574 9,044 7,412
International appliances 8,961 21,817 32,884
Total for reportable segments 133,300 156,880 214,918
Corporate 14,006 4,371 14,643
Consolidated total $ 147,306 $ 161,251 $ 229,561
Depreciation and amortization
Home appliances $ 124,792 $ 129,712 $ 125,125
Commercial appliances 11,366 9,781 5,666
International appliances 9,337 7,533 6,410
Total for reportable segments 145,495 147,026 137,201
Corporate 1,898 1,528 962
Consolidated total $ 147,393 $ 148,554 $ 138,163
Total assets
Home appliances $1,792,185 $1,736,396 $1,753,109
Commercial appliances 272,506 266,750 250,440
International appliances 249,581 255,361 220,089
Total for reportable segments 2,314,272 2,258,507 2,223,638
Corporate 322,215 329,156 290,516
Consolidated total $2,636,487 $2,587,663 $2,514,154
Corporate assets includes such items as deferred tax assets, intangible
pension assets and other assets.
The reconciliation of segment profit to consolidated income before income
taxes and minority interest consisted of the following:
Year Ended December 31
In thousands 1999 1998 1997
Total operating income for reportable
segments $ 617,184 $ 560,818 $ 382,707
Corporate (41,691) (38,080) (24,434)
Interest expense (59,259) (62,765) (58,995)
Other - net 14,617 10,912 1,277
Consolidated income before income
taxes, minority interest and
extraordinary item $ 530,851 $ 470,885 $ 300,555
46<PAGE>
Financial information related to the Company's operations by geographic
area consisted of the following:
Year Ended December 31
In thousands 1999 1998 1997
Net sales
United States $3,831,608 $3,601,790 $2,983,574
China 126,400 128,440 122,902
Other foreign countries 365,665 339,060 301,435
Consolidated total $4,323,673 $4,069,290 $3,407,911
December 31
In thousands 1999 1998 1997
Long-lived assets
United States $ 876,290 $ 867,425 $ 866,316
China 90,413 90,080 67,964
Other foreign countries 9,405 8,089 6,992
Consolidated total $ 976,108 $ 965,594 $ 941,272
Net sales are attributed to countries based on the location of customers.
Long-lived assets consist of total property, plant and equipment.
47<PAGE>
Quarterly Results of Operations (Unaudited)
The unaudited quarterly results of operations consisted of the following:
December September June March
In thousands except per share data 31 30 30 31
1999
Net sales $1,062,966 $1,069,132 $1,085,389 $1,106,186
Gross profit 303,954 297,371 322,758 327,337
Net income 71,536 81,774 88,202 87,016
Basic earnings per share 0.86 0.95 1.00 0.98
Diluted earnings per share 0.82 0.92 0.97 0.95
1998
Net sales $972,003 $1,035,202 $1,021,699 $1,040,386
Gross profit 291,791 298,817 287,118 303,901
Income before extraordinary item 68,816 77,440 67,987 72,267
Basic earnings per share 0.77 0.85 0.73 0.77
Diluted earnings per share 0.75 0.84 0.71 0.75
Net income 66,416 73,940 67,987 72,267
Basic earnings per share 0.74 0.82 0.73 0.77
Diluted earnings per share 0.72 0.80 0.71 0.75
In the first quarter of 1999, the Company acquired Jade, a manufacturer of
commercial ranges and refrigerators and residential ranges. The results of this
operation are consolidated in the Company's financial statements beginning
January 1, 1999.
In the third quarter of 1998, the Company made early retirements of debt of
$50.5 million at an after-tax cost of $3.5 million. In the fourth quarter of
1998, the Company made early retirements of debt of $20.6 million at an after-
tax cost of $2.4 million. These charges for the early retirement of debt have
been reflected in the Consolidated Statements of Income as extraordinary items.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
Information concerning directors and officers on pages 2 through 9 of the Proxy
Statement of the Company is incorporated herein by reference. Additional
information concerning executive officers of the Company is included under
"Executive Officers of the Registrant" included in Part I, Item 4.
Item 11. Executive Compensation.
Information concerning executive compensation on pages 20 through 30 of the
Proxy Statement, is incorporated herein by reference; provided that the
information contained in the Proxy Statement under the heading "Compensation
Committee Report on Executive Compensation" is specifically not incorporated
herein by reference. Information concerning director compensation on page 7-8
of the Proxy Statement is incorporated herein by reference, provided that the
information contained in the Proxy Statement under the headings "Shareholder
Return Performance" and "Other Matters" is specifically not incorporated herein
by reference.
48<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The security ownership of certain beneficial owners and management is
incorporated herein by reference from pages 5 through 7 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions.
Information concerning certain relationships and related transactions is
incorporated herein by reference from pages 2 through 4 of the Proxy Statement.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a)(1) and (2) The response to this portion of Item 14 is submitted as a
separate section of this report in the "List of Financial
Statements and Financial Statement Schedules" on page 51.
(3) The response to this portion of Item 14 is submitted as a
separate section of this report in the "List of Exhibits" on
pages 52 through 55.
(b) The Company filed a Form 8-K dated November 18, 1999 that announced the
resignation of its Chief Financial Officer and other changes in staff to
fill out its senior team.
(c) Exhibits--The response to this portion of Item 14 is submitted as a
separate section of this report in the "List of Exhibits" on pages 52
through 55.
(d) Financial Statement Schedules--The response to this portion of Item 14 is
submitted as a separate section of this report in the "List of Financial
Statements and Financial Statement Schedules" on page 51.
49<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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
(Registrant)
s/s Lloyd D. Ward
Lloyd D. Ward
Chairman and Chief Executive Officer
Director
Pursuant to the requirement of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the date indicated.
s/s G. J. Pribanic s/s Steven H. Wood
Gerald J. Pribanic Steven H. Wood
Executive Vice President and Vice President Financial Reporting
Chief Financial Officer and Audit and Chief Accounting Officer
s/s Barbara Allen s/s Howard L. Clark
Barbara R. Allen Howard L. Clark, Jr.
Director Director
s/s Lester Crown s/s Wayland R. Hicks
Lester Crown Wayland R. Hicks
Director Director
s/s William T. Kerr s/s Bernard G. Rethore
William T. Kerr Bernard G. Rethore
Director Director
s/s W. Ann Reynolds s/s Neele E. Stearns
W. Ann Reynolds Neele E. Stearns, Jr.
Director Director
s/s Fred G. Steingraber s/s Carole J. Uhrich
Fred G. Steingraber Carole J. Uhrich
Director Director
Date:
50<PAGE>
ANNUAL REPORT ON FORM 10-K
Item 14(a)(1), (2) and (3), (c) and (d)
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
LIST OF EXHIBITS
FINANCIAL STATEMENT SCHEDULES
Year Ended December 31, 1999
MAYTAG CORPORATION
NEWTON, IOWA
FORM 10-K--ITEM 14(a)(1), (2) AND ITEM 14(d)
MAYTAG CORPORATION
LIST OF FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
The following consolidated financial statements and supplementary data of Maytag
Corporation and subsidiaries are included in Part II, Item 8:
Page
Consolidated Statements of Income--Years Ended
December 31, 1999, 1998, and 1997 . . . . . . . . . . . . . 20
Consolidated Balance Sheets--
December 31, 1999 and 1998 . . . . . . . . . . . . . . . . 21
Consolidated Statements of Shareowners' Equity--Years Ended
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . 23
Consolidated Statements of Comprehensive Income--
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . 24
Consolidated Statements of Cash Flows--Years Ended
December 31, 1999, 1998 and 1997 . . . . . . . . . . . . . 25
Notes to Consolidated Financial Statements . . . . . . . . . 26
Quarterly Results of Operations--Years 1999 and 1998 . . . . 48
The following consolidated financial statement schedule of Maytag Corporation
and subsidiaries is included in Item 14(d):
Schedule II Valuation and Qualifying Accounts . . . . . . 56
All other schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.
51<PAGE>
FORM 10-K--ITEM 14(a) (3) AND ITEM 14(c)
MAYTAG CORPORATION
LIST OF EXHIBITS
The following exhibits are filed herewith or incorporated by reference. Items
indicated by (1) are considered a compensatory plan or arrangement required to
be filed pursuant to Item 14 of Form 10-K.
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
3(a) Restated Certificate of Incorporation of 1993 Annual
Registrant. Report on
Form 10-K
3(b) Certificate of Designations of Series A 1988 Annual
Junior Participating Preferred Stock of Report on
Registrant. Form 10-K.
3(c) Certificate of Increase of Authorized 1988 Annual
Number of Shares of Series A Junior Report on
Participating Preferred Stock of Form 10-K.
Registrant.
3(d) Certificate of Amendment to Certificate of1997 Annual
Designations of Series A Junior Report on
Participating Preferred Stock of Form 10-K
Registrant.
3(e) By-Laws of Registrant, as amended through 1998 Annual
November 12, 1998. Report on
Form 10-K
4(a) Rights Agreement dated as of February 12, Form 8-A
1998 between Registrant and Harris Trust dated
and Savings Bank. February 12,
1998, Exhibit
1.
4(b) Letter to Shareholders dated February 12, Current
1998 relating to the adoption of a Report on
shareholders rights plan with attachments.Form 8-K
dated
February 12,
1998, Exhibit
1.
4(c) Indenture dated as of June 15, 1987 Quarterly
between Registrant and The First National Report on
Bank of Chicago. Form 10-Q for
the quarter
ended June
30, 1987.
52<PAGE>
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
4(d) First Supplemental Indenture dated as of Current
September 1, 1989 between Registrant and Report on
The First National Bank of Chicago. Form 8-K
dated
September 28,
1989, Exhibit
4.3.
4(e) Second Supplemental Indenture dated as of Current
November 15, 1990 between Registrant and Report on
The First National Bank of Chicago. Form 8-K
dated
November 29,
1990.
4(f) Third Supplemental Indenture dated as of Current
August 20, 1996 between Registrant and Report on
The First National Bank of Chicago. Form 8-K
dated August
20, 1996.
4(g) U.S. $400,000,000 Credit Agreement Dated 1995 Annual
as of July 28, 1996 among Registrant, the Report on
banks Party Hereto and Bank of Montreal, Form 10-K
Chicago Branch as Agent and Royal Bank of
Canada as Co-Agent.
4(h) Second Amendment to Credit Agreement Dated1996 Annual
as of July 1, 1996 among Registrant, the Report on
banks Party Hereto and Bank of Montreal, Form 10-K
Chicago Branch as Agent and Royal Bank of
Canada as Co-Agent.
4(i) Third Amendment to Credit Agreement Dated 1997 Annual
as of June 10, 1997 among Registrant, the Report on
banks Party Hereto and Bank of Montreal, Form 10-K
Chicago Branch as Agent and Royal Bank of
Canada as Co-Agent.
4(j) Fourth Amendment to Credit Agreement Dated
as of April 26, 1999 among Registrant, the
banks Party Hereto and Bank of Montreal, X
Chicago Branch as Agent and Royal Bank of
Canada as Co-Agent.
4(k) Copies of instruments defining the rights
of holders of long-term debt not required
to be filed herewith or incorporated
herein by reference will be furnished to
the Commission upon request.
10(a) Annual Management Incentive Plan, as 1990 Annual
amended through December 21, 1990 (1). Report on
Form 10-K
53<PAGE>
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
10(b) Change of Control Agreements (1). X
10(c) Corporate Severance Agreements (1). 1989 Annual
Report on
Form 10-K.
10(d) Revised definition of Change of Control 1995 Annual
adopted by the Board of Directors amendingReport on
the definition included in the Corporate Form 10-K
Severance Agreements listed in Exhibit
10(c).
10(e) 1989 Non-Employee Directors Stock Option Exhibit A to
Plan (1). Registrant's
Proxy
Statement
dated March
18, 1990.
10(f) 1986 Stock Option Plan for Executives and Exhibit A to
Key Employees (1). Registrant's
Proxy
Statement
dated March
14, 1986.
10(g) 1992 Stock Option Plan for Executives and Exhibit A to
Key Employees (1). Registrant's
Proxy
Statement
dated March
16, 1992.
10(h) 1991 Stock Incentive Award Plan for Key Exhibit A to
Executives (1). Registrant's
Proxy
Statement
dated March
15, 1991.
10(i) Directors Deferred Compensation Plan (1). Amendment No.
1 on Form 8
dated April
5, 1990 to
1989 Annual
Report on
Form 10-K.
10(j) 1996 Employee Stock Incentive Plan (1). Exhibit A to
Registrant's
Proxy
Statement
dated March
20, 1996.
54<PAGE>
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
10(k) 1988 Capital Accumulation Plan for Key Amendment No.
Employees (1). (Superseded by Deferred 1 on Form 8
Compensation Plan, as amended and restateddated April
effective January 1, 1997) 5, 1990 to
1989 Annual
Report on
Form 10-K.
10(l) Maytag Deferred Compensation Plan, as 1995 Annual
amended and restated effective January 1, Report on
1996. Form 10-K
10(m) Directors Retirement Plan (1). Amendment No.
1 on Form 8
dated April
5, 1990 to
1989 Annual
Report on
Form 10-K.
10(n) 1998 Non-Employee Directors' Stock Option Exhibit A to
Plan (1). Registrant's
Proxy
Statement
dated April
2, 1998.
12 Ratio of Earnings to Fixed Charges. X
21 List of Subsidiaries of the Registrant. X
23 Consent of Ernst & Young LLP. X
27 Financial Data Schedule - Twelve Months X
Ended December 31, 1999.
55<PAGE>
<TABLE>
<CAPTION> SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
Maytag Corporation
Thousands of Dollars
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
DESCRIPTION Balance at Deductions-- Balance at End
Beginning Charged to Charged to Describe of Period
of Period Costs and Other
Expenses Accounts--
Describe
<S> <C> <C> <C> <C> <C>
Year ended December 31, 1999:
Allowance for doubtful $ 22,305 $ 6,075 $ 6,163 (1) $ 22,327
accounts receivable (35)(2)
(75)(3)
$ 22,305 $ 6,075 $ 6,053 $ 22,327
Year ended December 31, 1998:
Allowance for doubtful $ 36,386 $ 14,807 $ 29,743 (1) $ 22,305
accounts receivable 73 (2)
(928)(4)
$ 36,386 $ 14,807 $ 28,888 $ 22,305
Year ended December 31, 1997:
Allowance for doubtful $ 13,790 $ 26,212 (5) $ 3,903 (1)(5) $ 36,386
accounts receivable 1 (2)
(288)(6)
$ 13,790 $ 26,212 $ 3,616 $ 36,386
Note 1 - Uncollectible accounts written off
Note 2 - Effect of foreign currency translation
Note 3 - Resulting from acquisition of Jade effective January 1, 1999.
Note 4 - Resulting from acquisition of Three Gorges in the fourth quarter of 1998.
Note 5 - These amounts have been reclassified to conform to 1998 presentation.
Note 6 - Resulting from acquisition of G.S. Blodgett Corporation in October 1997.
</TABLE>
56<PAGE>
57<PAGE>
MAYTAG CORPORATION
Exhibit 4(j)
Fourth Amendment to Credit Agreement Dated as of April 26, 1999 among
Registrant, the banks Party Hereto and Bank of Montreal, Chicago Branch as
Agent and Royal Bank of Canada as Co-Agent.<PAGE>
Fourth Amendment to Credit Agreement
This Fourth Amendment to Credit Agreement (the Amendment) dated as of
April 26, 1999 by and among Maytag Corporation (the Borrower), the Banks
listed below, and Bank of Montreal as Agent;
w i t n e s s e t h:
Whereas, the Borrower, the Banks, the Co-Agent and the Agent have
heretofore executed and delivered a Credit Agreement dated as of July 28,
1995 (as amended through the Third Amendment thereto dated as of June 10,
1997, the Credit Agreement); and whereas, the Borrower, the Banks and the
Agent desire to amend the Credit Agreement as set forth herein;
Now, Therefore, for good and valuable consideration the receipt of which is
hereby acknowledged, the Borrower, the Banks and the Agent hereby agree as
follows:
1. The definition of Eurocurrency Margin contained in Section 1.2(b)
of the Credit Agreement is hereby amended in its entirety to read as
follows: Eurocurrency Margin means for each Eurocurrency Loan: (i) 0.170%
per annum for any day Level I Status exists, (ii) 0.300% per annum for any
day Level II Status exists, (iii) 0.375% per annum for any day Level III
Status exists, (iv) 0.625% per annum for any day Level IV Status exists and
(v) 1.125% per annum for any day Level V Status exists.
2. The first sentence of Section 3.1 of the Credit Agreement is hereby
amended in its entirety to read as follows: The Borrower shall pay to the
Agent for the ratable account of the Banks, based on their Commitments, a
facility fee (computed on the basis of a year of 365 or 366 days, as the
case may be, and the actual number of days elapsed) on the average daily
amount of the Commitments hereunder (whether used or unused) at a rate of
(i) 0.085% per annum for each day Level I Status exists, (ii) 0.100% per
annum for each day Level II Status exists, (iii) 0.125% per annum for each
day Level III Status exists, (iv) 0.250% per annum for each day Level IV
Status exists, and (v) 0.350% per annum for each day Level V Status exists.
3. Section 3.2 of the Credit Agreement is hereby amended by deleting
the phrase 1/10th of 1% (0.10%) per annum appearing in the third and fourth
lines thereof and inserting in its place: 1/8th of 1% (0.125%) per annum.
4. Section 8.6 of the Credit Agreement is hereby amended by deleting
the number 0.60 at the end thereof and inserting in its place the number
0.65.
5. Section 8.7 of the Credit Agreement is hereby amended by deleting
the ratio 2.5 to 1.0 at the end thereof and inserting in its place the
ratio 3.5 to 1.0.
6. The Borrower represents and warrants to each Bank that (a) each of
the representations and warranties set forth in Section 6 of the Credit
Agreement, as amended hereby, is true and correct on and as of the date of
this Amendment (except that any such representation or warranty that
expressly relates solely to an earlier date need only be true and correct
as of such date) as if made on and as of the date of this Amendment and as
if each reference therein to the Credit Agreement referred to the Credit
Agreement as amended hereby, (b) no Default or Event of Default has
occurred and is continuing and (c) without limiting the effect of the
foregoing, the Borrower s execution, delivery and performance of this
Amendment has been duly authorized, and this Amendment has been executed
and delivered by a duly authorized officer of the Borrower.
7. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
<PAGE>
executed shall be an original but all of which shall constitute one and the
same instrument. This Amendment shall become effective on the date hereof
upon the Agent s receipt of counterparts hereof executed by the Borrower
and the Required Banks. Except as specifically amended and modified
hereby, all of the terms and conditions of the Credit Agreement shall
remain unchanged and in full force and effect. No reference to this
Amendment need be made in any document making reference to the Credit
Agreement, any such reference to the Credit Agreement (including any such
reference herein, unless the context otherwise requires) to be deemed to be
a reference to the Credit Agreement as amended hereby. All capitalized
terms used herein without definition shall have the same meanings herein as
they have in the Credit Agreement. This Amendment shall be construed and
governed by and in accordance with the laws of the State of Illinois.
Dated as of the date first above written.
Maytag Corporation
By
Name
Title
Bank of Montreal, Chicago Branch, in its
individual capacity as a Bank and as
Agent
By
Name
Title
Royal Bank of Canada, in its individual
capacity as a Bank and as Co-Agent
By
Name
Title<PAGE>
The First National Bank of Chicago
By
Name
Title
The Fuji Bank, Limited
By
Name
Title
KeyBank National Association
By
Name
Title
PNC Bank, National Association
By
Name
Title
The Sumitomo Bank, Limited, Chicago Branch
By
Name
Title<PAGE>
Westdeutsche Landesbank Girozentrale,
New York Branch
By
Name
Title
Mercantile Bank of St. Louis, N.A.
By
Name
Title
First American National Bank
By
Name
Title
Istituto Bancario San Paolo Di Torino
Istituto Mobiliare Italiano Spa
By
Name
Title<PAGE>
Banca di Roma, Chicago Branch
By
Name
Title<PAGE>
MAYTAG CORPORATION
Exhibit 10(b)
Executive Severance Agreements.<PAGE>
The following executives are covered under this severance agreement:
Lloyd Ward
Jerry Pribanic
Ed Graham
John Dupuy
Jon Nicholas
Dave Urbani
Bill Beer
Larry Blanford
Ron Caldwell
Kent Baker
Keith Minton
Bob Downing
Glenn Kelsey
<PAGE>
Change of Control Agreement
THIS AGREEMENT is made this _____________ day of _____________, 1998 (the
"Effective Date"), by and between Maytag Corporation, a Delaware corporation
(the "Company"), and ---------- (the "Executive"), and shall continue in effect
for three full calendar years (through the year 2001 (the Initial Term ).
The Initial Term of this agreement automatically shall be extended for one
additional year on the first anniversary of the Effective Date, and then again
on each anniversary thereafter (each such one-year period following the Initial
Term a "Successive Period").
In the event that a "Change of Control" of the Company occurs (as such term
is hereinafter defined) during the Initial Term or any Successive Period, upon
the effective date of such Change of Control, the term of this agreement shall
automatically and irrevocably be renewed for a period of thirty-six (36) full
calendar months from the effective date of such Change of Control. This
agreement shall thereafter automatically terminate following the thirty-six (36)
month Change-of-Control renewal period. Further, this agreement shall be
assigned to, and shall be assumed by the purchaser in such Change of Control, as
further provided herein in paragraph D5 of the section titled "Agreements."
RECITALS
A. The Board of Directors of the Company has approved the Company
entering into severance agreements with such executives of the Company and its
subsidiaries as is determined by the Chairman and Chief Executive Officer.
B. Should the Company receive or learn of any proposal by a third person
about a possible business combination with the Company or the acquisition of its
equity securities, the Board considers it imperative that the Company be able to
rely upon the Executive to continue in his or her position. This to the end that
the Company be able to receive and rely upon the Executive's advice concerning
the best interests of the Company and its stockholders, without concern that
person might be distracted by the personal uncertainties and risks created by
such a proposal.
C. Should the Company receive any such proposals, in addition to the
Executive's regular duties, he or she may be called upon to assist in the
assessment of such proposals, advise management and the Board as to whether such
proposals would be in the best interests of the Company and its stockholders,
and to take such other actions as the Board might determine to be appropriate.
<PAGE>
AGREEMENT
NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of that person's advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to take
over control of the Company, and to induce the Executive to remain in the employ
of the Company, and for other good and valuable consideration, the Company and
the Executive agree that the Executive Severance Agreement described above be
amended and restated in its entirety as follows:
A. Should a third person, in order to effect a change of control (as
defined), begin a tender or exchange offer, circulate a proxy to stockholders or
take other steps, the Executive agrees that he or she will not voluntarily leave
the employ of the Company, and will render the services contemplated in the
recitals to this agreement, until the third person has abandoned or terminated
his efforts to effect a change of control or until a change of control has
occurred.
B. Should the Executive's employment with the Company or its subsidiaries
terminate for any reason (either voluntary or involuntary), other than because
of death, disability, Cause, or Normal Retirement within three (3) years after a
change of control of the Company, or in the event a successor company refuses to
accept its obligations under this agreement as required by paragraph D5 herein,
the following will be provided:
1. Lump Sum Cash Payment. On or before the Executive's last day of
employment with the Company or its subsidiaries, or as soon thereafter as
possible, the Company will pay to the Executive as compensation for services
rendered, a lump sum cash amount (subject to the usual withholding taxes) equal
to (A) three times the sum of (1) the Executive's annual salary at the rate in
effect immediately prior to the change of control and (2) the then-current
maximum cash bonus opportunity established under the annual incentive plan for
the bonus plan year in which termination occurs (but in no event shall such
maximum cash bonus be less than that in effect for the period immediately prior
to the change of control) plus (B) an amount equal to the compensation (at the
Executive's rate of pay in effect immediately prior to the change of control)
payable for any period for which the Executive could have, immediately prior to
the date of his termination of employment, been on vacation and received such
compensation, for unused and accrued vacation benefits determined under the
Company's vacation pay plan or program covering the Executive immediately prior
to the change of control.
2. Salaried and Supplemental Executive Retirement Plans. The Executive
shall be paid a monthly retirement benefit, in addition to any benefits received
under the Salaried Retirement Plans maintained by the Company or its
subsidiaries, including The Maytag Corporation Salaried Retirement Plan and any
Supplemental Executive Retirement Plan, such benefit to commence on the first to
occur of (a) the commencement of payment of benefits under the Maytag
Corporation Salaried Retirement Plan or (b) attainment of age 65, but not prior
to three (3) years following the date of termination of employment or age 65,
whichever first occurs, such benefit to be an amount equal to the excess of (i)
the aggregate benefits under such Salaried Retirement Plans to which the
Executive would be entitled if he or she remained employed by the Company or its
subsidiaries, for an additional period of three (3) years, at the rate of annual
compensation specified herein; over (ii) the benefits to which the Executive is
actually entitled under such Salaried Retirement Plans.<PAGE>
The source of payment of these benefits shall be the general assets of the
Company unless the payment of such amounts is otherwise permissible from the
corresponding qualified plan trust without violating any governmental
regulations or statutes.
3. Life, Dental, Vision, Health and Long-Term Disability Coverage. The
Executive's participation in, and entitlement to, benefits under: (i) the life
insurance plan of the Company; (ii) all the health insurance plan or plans of
the Company or its subsidiaries, including but not limited to those providing
major medical and hospitalization benefits, dental benefits and vision benefits;
and (iii) the Company's long-term disability plan or plans; as all such plans
existed immediately prior to the change of control shall continue as though he
or she remained employed by the Corporation or its subsidiaries for an
additional period of three (3) years. The applicable COBRA health insurance
benefit continuation period shall begin at the end of this three (3) year
period. To the extent such participation or entitlement is not possible for any
reason whatsoever, equivalent benefits shall be provided.
The providing of these benefits by the Company shall be discontinued prior
to the end of the three (3) year continuation period in the event that the
Executive becomes covered under the insurance programs of a subsequent employer
and, with respect to all health insurance plans, provided that such subsequent
employer's health insurance plans do not contain any exclusion or limitation
with respect to any preexisting condition of the Executive or the Executive's
eligible dependents. For purposes of enforcing this offset provision, the
Executive shall have a duty to inform the Company as to the terms and conditions
of any subsequent employment and the corresponding benefits earned from such
employment. The Executive shall provide, or cause to provide, to the Company in
writing correct, complete, and timely information concerning the same.
4. Participation in Employee Benefit Plans. Unless otherwise provided,
the Executive's participation in any other savings, capital accumulation,
retirement, incentive compensation, profit sharing, stock option, and/or stock
appreciation rights plans of the Company or any of its subsidiaries shall
continue only through the last day of his or her employment. Any terminating
distributions and/or vested rights under such plans shall be governed by the
terms of those respective plans. Furthermore, the Executive's participation in
any insurance plans of the Company and rights to any other fringe benefits
shall, except as otherwise specifically provided in such plans or Company
policy, terminate as of the close of the Executive's last day of employment,
except to the extent specifically provided to the contrary in this agreement.
5. Incentive Plans. In addition to the payments required by paragraph 1
of this Section, the Company shall pay to the Executive as compensation for
services rendered cash in an amount equal to the then-current maximum cash bonus
opportunity established under the annual incentive plan for the bonus plan year
in which termination occurs, adjusted on a pro rata basis based on the number of
days the Executive was actually employed during such bonus plan year (but in no
event shall such maximum cash bonus be less than that in effect for the period
immediately prior to the change of control). In the case of long-term stock
incentive awards represented by restricted shares of stock of the Company, made
to Executive under the Maytag Corporation Employee Stock Incentive Plan (any
prior plan, or successor plan) in lieu of stock under such stock incentive
awards the Executive shall receive a cash payment equal to the aggregate value
of the maximum number of shares for which the Executive holds outstanding
awards, with share value determined at the closing price as of the date of the
change of control. Any payment due pursuant to this paragraph 5 shall be paid
<PAGE>
at the same time as the amounts payable pursuant to paragraph 1 of this Section.
6. Excise Tax-Additional Payment. (a) Notwithstanding anything in this
agreement or any written or unwritten policy of the Company or its subsidiaries
to the contrary, (i) if it shall be determined that any payment or distribution
by the Company or its subsidiaries to or for the benefit of the Executive,
whether paid or payable or distributed or distributable pursuant to the terms of
this agreement, any other agreement between the Company or its subsidiaries and
the Executive or otherwise (a "Payment"), would be subject to the excise tax
imposed by section 4999 of the Internal Revenue Code of 1986, as amended, (the
"Code") or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereinafter
collectively referred to as the "Excise Tax"), or (ii) if the Executive shall
otherwise become obligated to pay the Excise Tax in respect of a Payment, then
the Company shall pay to the Executive an additional payment in an amount to
cover the full cost of any Excise Tax and the Executive's state and federal
income and employment taxes on this additional payment (cumulatively, the
"Gross-Up Payment").
(b) All determinations and computations required to be made under this
section B6, including whether a Gross-Up Payment is required under clause (ii)
of paragraph B6(a) above, and the amount of any Gross-Up Payment, shall be made
by the Company's regularly engaged independent certified public accountants (the
"Accounting Firm"). The Company shall cause the Accounting Firm to provide
detailed supporting calculations both to the Company and the Executive within 15
business days after such determination or computation is requested by the
Executive. Any initial Gross-Up Payment determined pursuant to this paragraph B6
shall be paid by the Company or the subsidiary to the Executive within 5 days of
the receipt of the Accounting Firm's determination. A determination that no
Excise Tax is payable by the Executive shall not be valid or binding unless
accompanied by a written opinion of the Accounting Firm to the Executive that
the Executive has substantial authority not to report any Excise Tax on his
federal income tax return. Any determination by the Accounting Firm shall be
binding upon the Company, its subsidiaries and the Executive, except to the
extent the Executive becomes obligated to pay an Excise Tax in respect of a
Payment. In the event that the Company or the subsidiary exhausts or waives its
remedies pursuant to subparagraph B6(c) and the Executive thereafter shall
become obligated to make a payment of any Excise Tax, and if the amount thereof
shall exceed the amount, if any, of any Excise Tax computed by the Accounting
Firm pursuant to this subparagraph (b) in respect to which an initial Gross-Up
Payment was made to the Executive, the Accounting Firm shall within 15 days
after Notice thereof determine the amount of such excess Excise Tax and the
amount of the additional Gross-Up Payment to the Executive. All expenses and
fees of the Accounting Firm incurred by reason of this paragraph B6 shall be
paid by the Company.
(c) The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by the
Company of a Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive knows of
such claim and shall apprise the Company of the nature of such claim and the
date on which such claim is requested to be paid. The Executive shall not pay
such claim prior to the expiration of the thirty-day period following the date
on which it gives such notice to the Company (or such shorter period ending on
the date that any payment of taxes with respect to such claim is due). If the
Company notifies the Executive in writing prior to the expiration of such period
that it desires to contest such claim, the Executive shall:<PAGE>
(i) give the Company any information reasonably requested relating to
such claim,
(ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by
the Company,
(iii) cooperate with the Company in good faith in order effectively to
contest such claim,
(iv) permit the Company to participate in any proceedings relating to
such claim;
provided, however, that the Company shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in connection
with such contest and shall indemnify and hold the Executive harmless, on an
after-tax basis, for any Excise Tax or income tax, including interest and
penalties with respect thereto, imposed as a result of such representation and
payment of costs and expenses. Without limitation on the foregoing provisions of
this subparagraph B6(c), the Company shall control all proceedings taken in
connection with such contest and, at its sole option, may pursue or forgo any
and all administrative appeals, proceedings, hearings and conferences with the
taxing authority in respect of such claim and may, at its sole option, either
direct the Executive to pay the tax claimed and sue for a refund or contest the
claim in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court of
initial jurisdiction and in one or more appellate courts, as the Company or the
subsidiary shall determine; provided, however, that if the Company or the
subsidiary directs the Executive to pay such claim and sue for a refund, the
Company or the subsidiary shall advance the amount of such payment to the
Executive, on an interest-free basis and shall indemnify and hold the Executive
harmless, on an after-tax basis, from any Excise Tax or income tax, including
interest or penalties with respect thereto, imposed with respect to such advance
or with respect to any imputed income with respect to such advance; and further
provided, that any extension of the statue of limitations relating to payment of
taxes for the taxable year of the Executive with respect to which such contested
amount is claimed to be due is limited solely to such contested amount.
Furthermore, control of the contest by the Company or the subsidiary shall be
limited to issues with respect to which a Gross-Up Payment would be payable
hereunder and the Executive shall be entitled to settle or contest, as the case
may be, any other issue raised by the Internal Revenue Service or any other
taxing authority.
(d) If, after the receipt by the Executive of an amount advanced by the
Company or the subsidiary pursuant to subparagraph B6(c), the Executive becomes
entitled to receive any refund with respect to such claim, the Executive shall
(subject to compliance with the requirements of paragraph B6 by the Company or
the subsidiary) promptly pay to the Company or the subsidiary the amount of such
refund (together with any interest paid or credited thereon after taxes
applicable thereto). If, after the receipt by the Executive of an amount
advanced by the Company or the subsidiary pursuant to subparagraph B6(c), a
determination is made that the Executive shall not be entitled to any refund
with respect to such claim and the Company does not notify the Executive in
writing of its intent to contest such denial of refund prior to the expiration
<PAGE>
of thirty days after such determination, then such advance shall be forgiven and
shall not be required to be repaid and the amount of such advance shall off-set,
to the extent thereof, the amount of Gross-Up Payment required to be paid.
C. Definitions.
1. "Cause." For purposes of this agreement, Cause shall be determined
by the Board of Directors, in the exercise of good faith and reasonable
judgment, and shall mean the occurrence of any one or more of the following:
(a) A demonstrably willful and deliberate act or failure to act by the
Executive (other than as a result of incapacity due to physical or mental
illness) which is committed in bad faith, without reasonable belief that such
action or inaction is in the best interests of the Company, which causes actual
material financial injury to the Company and which act or inaction is not
remedied within fifteen (15) business days of written notice from the Company;
or
(b) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or any other act constituting a felony involving moral
turpitude or causing material harm, financial or otherwise, to the Company.
2. Change of Control. For purposes of this agreement, "change of control"
shall mean:
(a) The acquisition by any individual, entity or group (within the meaning
of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding shares of common stock of the Company (the
Outstanding Company Common Stock ) or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally in
the election of directors (the "Outstanding Company Voting Securities");
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition by
the Company, (ii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any corporation controlled by
the Company or (iii) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (c)
below; or
(b) Individuals who, as of the date hereof, constitute the Board (the
Incumbent Board ) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to
the date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of a least a majority of the directors then
comprising the Incumbent Board shall be considered as though such individual
were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or
threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale or
other disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and entities who
<PAGE>
were the beneficial owners, respectively, of the Outstanding Company Common
Stock and outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their ownership,
immediately prior to such Business Combination of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, as the case may be, (ii) no
Person (excluding any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially owns,
directly or indirectly, 20% or more of, respectively, the then outstanding
shares of common stock of the corporation resulting from such Business
Combination or the combined voting power of the then outstanding voting
securities of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of
the initial agreement, or of the action of the Board, providing for such
Business Combination; or
(d) Approval by the shareholders of the Company of a complete liquidation
or dissolution of the Company.
3. Normal Retirement. For purposes of this agreement, "Normal Retirement"
shall have the same meaning as provided in the Maytag Corporation Salaried
Retirement Plan; provided, however, that "Normal Retirement" shall not include
terminations of the Executive by the Company without Cause.
4. Subsidiary. For purposes of this agreement, a "Subsidiary" shall mean
any domestic or foreign corporation at least 20% of whose shares normally
entitled to vote in electing directors is owned directly or indirectly by the
Company or by other subsidiaries.
D. General Provisions.
1. No Guaranty of Employment. Nothing in this agreement shall be deemed
to entitle the Executive to continued employment with the Company or its
subsidiaries, and the rights of the Company to terminate the employment of the
Executive shall continue as fully as if this agreement were not in effect,
provided that any such termination of employment within three (3) years
following a change of control shall entitle the Executive to the benefits herein
provided.
2. Confidentiality. The Executive shall retain in confidence any
confidential information known to him concerning the Company and its business so
long as such information is not publicly disclosed.
3. Payment Obligation Absolute. The Company's obligation to pay the
Executive the compensation and to make the arrangements provided herein shall be
absolute and unconditional and shall not be affected by any circumstances,
including without limitation, any set-off, counterclaim, recoupment, defense or
other right which the Company may have against him, her or anyone else. All
amounts payable by the Company hereunder shall be paid without notice or demand.
<PAGE>
Each and every payment made hereunder by the Company shall be final and the
Company shall not seek to recover all or any part of such payment from the
Executive or from whoever may be entitled thereto, for any reason whatsoever.
In the event that the cash payment due the Executive under Paragraph B1 or
B5 herein is not paid to the Executive within thirty (30) calendar days of the
Executive's employment termination, such amount due shall accrue interest
(compounded monthly) beginning on the date of employment termination at a rate
equal to the prevailing Prime Rate as determined by Harris Bank of Chicago, or
the Company's then-current primary banking institution. Further, to the extent
this additional amount would be subject to the Excise Tax, the Company shall pay
to the Executive a Gross-Up Payment, as such terms are described in Paragraph B6
herein.
4. Dispute Resolution.
(a) The Company shall pay all legal fees, costs of litigation, prejudgment
interest, and other expenses which are incurred in good faith by the Executive
as a result of the Company's refusal to provide the benefits to which the
Executive becomes entitled under this agreement, or as a result of the Company's
(or any third party's) contesting the validity, enforceability, or
interpretation of the agreement, or as a result of any conflict between the
parties pertaining to this agreement.
(b) The Executive shall have the right and option to elect (in lieu of
litigation) to have any dispute or controversy arising under or in connection
with this agreement settled by arbitration, conducted before a panel of three
(3) arbitrators sitting in a location selected by the Executive within fifty
(50) miles from the location of his or her job with the Company, in accordance
with the rules of the American Arbitration Association then in effect. The
Executive's election to arbitrate, as herein provided, and the decision of the
arbitrators in that proceeding, shall be binding on the Company and the
Executive.
Judgment may be entered on the award of the arbitrator in any court having
jurisdiction. All expenses of such arbitration, including the fees and expenses
of the counsel for the Executive, shall be borne by the Company.
5. Successors. This agreement shall be binding upon and inure to the
benefit of the Executive and his or her estate, and the Company and any
successor of the Company, but neither this agreement nor any rights arising
hereunder may be assigned or pledged by the Executive.
6. Severability. Any provision in this agreement which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
only to the extent of such prohibition or unenforceability without invalidating
or affecting the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.
7. Entire Agreement. With respect to the subject matter hereof, this
agreement supersedes any prior agreements or understandings, oral or written,
between the parties hereto and contains the entire understanding of the Company
and the Executive.<PAGE>
8. Controlling Law. This agreement shall in all respects be governed by,
and construed in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this agreement on the date
set out above.
MAYTAG CORPORATION
By_____________________
Chairman & CEO
Leonard A. Hadley<PAGE>
MAYTAG CORPORATION
Exhibit 10(b)
Change of Control Agreements.
<PAGE>
The following executives are covered under this Change of Control agreement:
Steven H. Wood
Terry A. Carlson
Arthur B. Learmonth
Jerome L. Davis
Thomas A. Briatico
Fredrick P. Foltz
Victor Lawrence
<PAGE>
Change of Control Agreement
THIS AGREEMENT is made this ___________ day of ____________, 1998 (the
"Effective Date"), by and between Maytag Corporation, a Delaware
corporation (the "Company"), and ______ (the "Executive"), and shall
continue in effect for two full calendar years (through the year 2000) (the
"Initial Term").
The Initial Term of this agreement automatically shall be extended for
one additional year on the first anniversary of the Effective Date, and
then again on each anniversary thereafter (each such one-year period
following the Initial Term a "Successive Period").
In the event that a "Change of Control" of the Company occurs (as such
term is hereinafter defined) during the Initial Term or any Successive
Period, upon the effective date of such Change of Control, the term of this
agreement shall automatically and irrevocably be renewed for a period of
twenty-four (24) full calendar months from the effective date of such
Change of Control. This agreement shall thereafter automatically terminate
following the twenty-four (24) month Change-of-Control renewal period.
Further, this agreement shall be assigned to, and shall be assumed by the
purchaser in such Change of Control, as further provided herein in
paragraph D5 of the section titled "Agreements."
RECITALS
A. The Board of Directors of the Company has approved the Company
entering into severance agreements with such executives of the Company and
its subsidiaries as is determined by the Chairman and Chief Executive
Officer.
B. Should the Company receive or learn of any proposal by a third
person about a possible business combination with the Company or the
acquisition of its equity securities, the Board considers it imperative
that the Company be able to rely upon the Executive to continue in his or
her position. This to the end that the Company be able to receive and rely
upon the Executive's advice concerning the best interests of the Company
and its stockholders, without concern that person might be distracted by
the personal uncertainties and risks created by such a proposal.
C. Should the Company receive any such proposals, in addition to the
Executive's regular duties, he or she may be called upon to assist in the
assessment of such proposals, advise management and the Board as to whether
such proposals would be in the best interests of the Company and its
stockholders, and to take such other actions as the Board might determine
to be appropriate.<PAGE>
AGREEMENT
NOW, THEREFORE, to assure the Company that it will have the continued
dedication of the Executive and the availability of that person's advice
and counsel notwithstanding the possibility, threat or occurrence of a bid
to take over control of the Company, and to induce the Executive to remain
in the employ of the Company, and for other good and valuable
consideration, the Company and the Executive agree that the Executive
Severance Agreement described above be amended and restated in its entirety
as follows:
A. Should a third person, in order to effect a change of control (as
defined), begin a tender or exchange offer, circulate a proxy to
stockholders or take other steps, the Executive agrees that he or she will
not voluntarily leave the employ of the Company, and will render the
services contemplated in the recitals to this agreement, until the third
person has abandoned or terminated his efforts to effect a change of
control or until a change of control has occurred.
B. Should the Executive's employment with the Company or its
subsidiaries terminate for any reason (either voluntary or involuntary),
other than because of death, disability, Cause, or Normal Retirement within
two (2) years after a change of control of the Company, or in the event a
successor company refuses to accept its obligations under this agreement as
required by paragraph D5 herein, the following will be provided:
1. Lump Sum Cash Payment. On or before the Executive's last day of
employment with the Company or its subsidiaries, or as soon thereafter as
possible, the Company will pay to the Executive as compensation for
services rendered, a lump sum cash amount (subject to the usual withholding
taxes) equal to (A) two times the sum of (1) the Executive's annual salary
at the rate in effect immediately prior to the change of control and (2)
the then-current maximum cash bonus opportunity established under the
annual incentive plan for the bonus plan year in which termination occurs
(but in no event shall such maximum cash bonus be less than that in effect
for the period immediately prior to the change of control) plus (B) an
amount equal to the compensation (at the Executive's rate of pay in effect
immediately prior to the change of control) payable for any period for
which the Executive could have, immediately prior to the date of his
termination of employment, been on vacation and received such compensation,
for unused and accrued vacation benefits determined under the Company's
vacation pay plan or program covering the Executive immediately prior to
the change of control.
2. Salaried and Supplemental Executive Retirement Plans. The
Executive shall be paid a monthly retirement benefit, in addition to any
benefits received under the Salaried Retirement Plans maintained by the
Company or its subsidiaries, including The Maytag Corporation Salaried
Retirement Plan and any Supplemental Executive Retirement Plan, such
benefit to commence on the first to occur of (a) the commencement of
payment of benefits under the Maytag Corporation Salaried Retirement Plan
or (b) attainment of age 65, but not prior to two (2) years following the
date of termination of employment or age 65, whichever first occurs, such
benefit to be an amount equal to the excess of (i) the aggregate benefits
under such Salaried Retirement Plans to which the Executive would be<PAGE>
entitled if he or she remained employed by the Company or its subsidiaries,
for an additional period of two (2) years, at the rate of annual
compensation specified herein; over (ii) the benefits to which the
Executive is actually entitled under such Salaried Retirement Plans.
The source of payment of these benefits shall be the general assets of
the Company unless the payment of such amounts is otherwise permissible
from the corresponding qualified plan trust without violating any
governmental regulations or statutes.
3. Life, Dental, Vision, Health and Long-Term Disability Coverage.
The Executive's participation in, and entitlement to, benefits under: (i)
the life insurance plan of the Company; (ii) all the health insurance plan
or plans of the Company or its subsidiaries, including but not limited to
those providing major medical and hospitalization benefits, dental benefits
and vision benefits; and (iii) the Company's long-term disability plan or
plans; as all such plans existed immediately prior to the change of control
shall continue as though he or she remained employed by the Corporation or
its subsidiaries for an additional period of two (2) years. The applicable
COBRA health insurance benefit continuation period shall begin at the end
of this two (2) year period. To the extent such participation or
entitlement is not possible for any reason whatsoever, equivalent benefits
shall be provided.
The providing of these benefits by the Company shall be discontinued
prior to the end of the two (2) year continuation period in the event that
the Executive becomes covered under the insurance programs of a subsequent
employer and, with respect to all health insurance plans, provided that
such subsequent employer's health insurance plans do not contain any
exclusion or limitation with respect to any preexisting condition of the
Executive or the Executive's eligible dependents. For purposes of enforcing
this offset provision, the Executive shall have a duty to inform the
Company as to the terms and conditions of any subsequent employment and the
corresponding benefits earned from such employment. The Executive shall
provide, or cause to provide, to the Company in writing correct, complete,
and timely information concerning the same.
4. Participation in Employee Benefit Plans. Unless otherwise
provided, the Executive's participation in any other savings, capital
accumulation, retirement, incentive compensation, profit sharing, stock
option, and/or stock appreciation rights plans of the Company or any of its
subsidiaries shall continue only through the last day of his or her
employment. Any terminating distributions and/or vested rights under such
plans shall be governed by the terms of those respective plans.
Furthermore, the Executive's participation in any insurance plans of the
Company and rights to any other fringe benefits shall, except as otherwise
specifically provided in such plans or Company policy, terminate as of the
close of the Executive's last day of employment, except to the extent
specifically provided to the contrary in this agreement.
5. Incentive Plans. In addition to the payments required by
paragraph 1 of this Section, the Company shall pay to the Executive as
compensation for services rendered cash in an amount equal to the then-
current maximum cash bonus opportunity established under the annual
incentive plan for the bonus plan year in which termination occurs,
adjusted on a pro rata basis based on the number of days the Executive was
actually employed during such bonus plan year (but in no event shall such<PAGE>
maximum cash bonus be less than that in effect for the period immediately
prior to the change of control). In the case of long-term stock incentive
awards represented by restricted shares of stock of the Company, made to
Executive under the Maytag Corporation Employee Stock Incentive Plan (any
prior plan, or successor plan) in lieu of stock under such stock incentive
awards the Executive shall receive a cash payment equal to the aggregate
value of the maximum number of shares for which the Executive holds
outstanding awards, with share value determined at the closing price as of
the date of the change of control. Any payment due pursuant to this
paragraph 5 shall be paid at the same time as the amounts payable pursuant
to paragraph 1 of this Section.
6. Excise Tax-Additional Payment. (a) Notwithstanding anything in
this agreement or any written or unwritten policy of the Company or its
subsidiaries to the contrary, (i) if it shall be determined that any
payment or distribution by the Company or its subsidiaries to or for the
benefit of the Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this agreement, any other agreement
between the Company or its subsidiaries and the Executive or otherwise (a
"Payment"), would be subject to the excise tax imposed by section 4999 of
the Internal Revenue Code of 1986, as amended, (the "Code") or any interest
or penalties with respect to such excise tax (such excise tax, together
with any such interest and penalties, are hereinafter collectively referred
to as the "Excise Tax"), or (ii) if the Executive shall otherwise become
obligated to pay the Excise Tax in respect of a Payment, then the Company
shall pay to the Executive an additional payment in an amount to cover the
full cost of any Excise Tax and the Executive's state and federal income
and employment taxes on this additional payment (cumulatively, the "Gross-
Up Payment").
(b) All determinations and computations required to be made under
this section B6, including whether a Gross-Up Payment is required under
clause (ii) of paragraph B6(a) above, and the amount of any Gross-Up
Payment, shall be made by the Company's regularly engaged independent
certified public accountants (the "Accounting Firm"). The Company shall
cause the Accounting Firm to provide detailed supporting calculations both
to the Company and the Executive within 15 business days after such
determination or computation is requested by the Executive. Any initial
Gross-Up Payment determined pursuant to this paragraph B6 shall be paid by
the Company or the subsidiary to the Executive within 5 days of the receipt
of the Accounting Firm's determination. A determination that no Excise Tax
is payable by the Executive shall not be valid or binding unless
accompanied by a written opinion of the Accounting Firm to the Executive
that the Executive has substantial authority not to report any Excise Tax
on his federal income tax return. Any determination by the Accounting Firm
shall be binding upon the Company, its subsidiaries and the Executive,
except to the extent the Executive becomes obligated to pay an Excise Tax
in respect of a Payment. In the event that the Company or the subsidiary
exhausts or waives its remedies pursuant to subparagraph B6(c) and the
Executive thereafter shall become obligated to make a payment of any Excise
Tax, and if the amount thereof shall exceed the amount, if any, of any
Excise Tax computed by the Accounting Firm pursuant to this subparagraph
(b) in respect to which an initial Gross-Up Payment was made to the
Executive, the Accounting Firm shall within 15 days after Notice thereof
determine the amount of such excess Excise Tax and the amount of the
additional Gross-Up Payment to the Executive. All expenses and fees of the
Accounting Firm incurred by reason of this paragraph B6 shall be paid by<PAGE>
the Company.
(c) The Executive shall notify the Company in writing of any claim by
the Internal Revenue Service that, if successful, would require the payment
by the Company of a Gross-Up Payment. Such notification shall be given as
soon as practicable but no later than ten business days after the Executive
knows of such claim and shall apprise the Company of the nature of such
claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the thirty-
day period following the date on which it gives such notice to the Company
(or such shorter period ending on the date that any payment of taxes with
respect to such claim is due). If the Company notifies the Executive in
writing prior to the expiration of such period that it desires to contest
such claim, the Executive shall:
(i) give the Company any information reasonably requested relating to
such claim,
(ii) take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time,
including, without limitation, accepting legal representation
with respect to such claim by an attorney reasonably selected by
the Company,
(iii) cooperate with the Company in good faith in order effectively to
contest such claim,
(iv) permit the Company to participate in any proceedings relating to
such claim;
provided, however, that the Company shall bear and pay directly all costs
and expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed as a result
of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this subparagraph B6(c), the
Company shall control all proceedings taken in connection with such contest
and, at its sole option, may pursue or forgo any and all administrative
appeals, proceedings, hearings and conferences with the taxing authority in
respect of such claim and may, at its sole option, either direct the
Executive to pay the tax claimed and sue for a refund or contest the claim
in any permissible manner, and the Executive agrees to prosecute such
contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as the Company
or the subsidiary shall determine; provided, however, that if the Company
or the subsidiary directs the Executive to pay such claim and sue for a
refund, the Company or the subsidiary shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income tax, including interest or penalties with respect thereto, imposed
with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided, that any extension of the
statue of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore, control of the
contest by the Company or the subsidiary shall be limited to issues with<PAGE>
respect to which a Gross-Up Payment would be payable hereunder and the
Executive shall be entitled to settle or contest, as the case may be, any
other issue raised by the Internal Revenue Service or any other taxing
authority.
(d)If, after the receipt by the Executive of an amount advanced by the
Company or the subsidiary pursuant to subparagraph B6(c), the Executive
becomes entitled to receive any refund with respect to such claim, the
Executive shall (subject to compliance with the requirements of paragraph
B6 by the Company or the subsidiary) promptly pay to the Company or the
subsidiary the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by
the Executive of an amount advanced by the Company or the subsidiary
pursuant to subparagraph B6(c), a determination is made that the Executive
shall not be entitled to any refund with respect to such claim and the
Company does not notify the Executive in writing of its intent to contest
such denial of refund prior to the expiration of thirty days after such
determination, then such advance shall be forgiven and shall not be
required to be repaid and the amount of such advance shall off-set, to the
extent thereof, the amount of Gross-Up Payment required to be paid.
C.Definitions.
1. "Cause." For purposes of this agreement, Cause shall be determined by
the Board of Directors, in the exercise of good faith and reasonable
judgment, and shall mean the occurrence of any one or more of the
following:
(a) A demonstrably willful and deliberate act or failure to act by
the Executive (other than as a result of incapacity due to physical or
mental illness) which is committed in bad faith, without reasonable belief
that such action or inaction is in the best interests of the Company, which
causes actual material financial injury to the Company and which act or
inaction is not remedied within fifteen (15) business days of written
notice from the Company; or
(b) The Executive's conviction for committing an act of fraud,
embezzlement, theft, or any other act constituting a felony involving moral
turpitude or causing material harm, financial or otherwise, to the Company.
2. Change of Control. For purposes of this agreement, "change of
control" shall mean:
(a) The acquisition by any individual, entity or group (within the
meaning of Section 13 (d) (3) or 14 (d) (2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) (a "Person") of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
Act) of 20% or more of either (i) the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock") or (ii) the
combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors (the
"Outstanding Company Voting Securities"); provided, however, that for
purposes of this subsection (a), the following acquisitions shall not
constitute a Change of Control: (i) any acquisition by the Company, (ii)
any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company
or (iii) any acquisition by any corporation pursuant to a transaction which
<PAGE>
complies with clauses (i), (ii) and (iii) of subsection (c) below; or
(b) Individuals who, as of the date hereof, constitute the Board (the
"Incumbent Board") cease for any reason to constitute at least a majority
of the Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of a least a majority of
the directors then comprising the Incumbent Board shall be considered as
though such individual were a member of the Incumbent Board, but excluding,
for this purpose, any such individual whose initial assumption of office
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than
the Board; or
(c) Consummation of a reorganization, merger or consolidation or sale
or other disposition of all or substantially all of the assets of the
Company (a "Business Combination"), in each case, unless, following such
Business Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and outstanding Company Voting Securities immediately
prior to such Business Combination beneficially own, directly or
indirectly, more than 50% of, respectively, the then outstanding shares of
common stock and the combined voting power of the then outstanding voting
securities entitled to vote generally in the election of directors, as the
case may be, of the corporation resulting from such Business Combination
(including, without limitation, a corporation which as a result of such
transaction owns the Company or all or substantially all of the Company's
assets either directly or through one or more subsidiaries) in
substantially the same proportions as their ownership, immediately prior to
such Business Combination of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (ii) no Person
(excluding any employee benefit plan (or related trust) of the Company or
such corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation resulting from such
Business Combination or the combined voting power of the then outstanding
voting securities of such corporation except to the extent that such
ownership existed prior to the Business Combination and (iii) at least a
majority of the members of the board of directors of the corporation
resulting from such Business Combination were members of the Incumbent
Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such Business Combination; or
(d) Approval by the shareholders of the Company of a complete
liquidation or dissolution of the Company.
3. Normal Retirement. For purposes of this agreement, "Normal
Retirement" shall have the same meaning as provided in the Maytag
Corporation Salaried Retirement Plan; provided, however, that "Normal
Retirement" shall not include terminations of the Executive by the Company
without Cause.
4. Subsidiary. For purposes of this agreement, a Subsidiary shall
mean any domestic or foreign corporation at least 20% of whose shares
normally entitled to vote in electing directors is owned directly or
indirectly by the Company or by other subsidiaries.<PAGE>
D. General Provisions.
1. No Guaranty of Employment. Nothing in this agreement shall be
deemed to entitle the Executive to continued employment with the Company or
its subsidiaries, and the rights of the Company to terminate the employment
of the Executive shall continue as fully as if this agreement were not in
effect, provided that any such termination of employment within two (2)
years following a change of control shall entitle the Executive to the
benefits herein provided.
2. Confidentiality. The Executive shall retain in confidence any
confidential information known to him concerning the Company and its
business so long as such information is not publicly disclosed.
3. Payment Obligation Absolute. The Company's obligation to pay the
Executive the compensation and to make the arrangements provided herein
shall be absolute and unconditional and shall not be affected by any
circumstances, including without limitation, any set-off, counterclaim,
recoupment, defense or other right which the Company may have against him,
her or anyone else. All amounts payable by the Company hereunder shall be
paid without notice or demand. Each and every payment made hereunder by the
Company shall be final and the Company shall not seek to recover all or any
part of such payment from the Executive or from whoever may be entitled
thereto, for any reason whatsoever.
In the event that the cash payment due the Executive under Paragraph
B1 or B5 herein is not paid to the Executive within thirty (30) calendar
days of the Executive's employment termination, such amount due shall
accrue interest (compounded monthly) beginning on the date of employment
termination at a rate equal to the prevailing Prime Rate as determined by
Harris Bank of Chicago, or the Company's then-current primary banking
institution. Further, to the extent this additional amount would be subject
to the Excise Tax, the Company shall pay to the Executive a Gross-Up
Payment, as such terms are described in Paragraph B6 herein.
4. Dispute Resolution.
(a) The Company shall pay all legal fees, costs of litigation,
prejudgment interest, and other expenses which are incurred in good faith
by the Executive as a result of the Company's refusal to provide the
benefits to which the Executive becomes entitled under this agreement, or
as a result of the Company's (or any third party's) contesting the
validity, enforceability, or interpretation of the agreement, or as a
result of any conflict between the parties pertaining to this agreement.
(b) The Executive shall have the right and option to elect (in lieu
of litigation) to have any dispute or controversy arising under or in
connection with this agreement settled by arbitration, conducted before a
panel of three (3) arbitrators sitting in a location selected by the
Executive within fifty (50) miles from the location of his or her job with
the Company, in accordance with the rules of the American Arbitration
Association then in effect. The Executive's election to arbitrate, as
herein provided, and the decision of the arbitrators in that proceeding,
shall be binding on the Company and the Executive.
Judgment may be entered on the award of the arbitrator in any court
having jurisdiction. All expenses of such arbitration, including the fees
and expenses of the counsel for the Executive, shall be borne by the<PAGE>
Company.
5. Successors. This agreement shall be binding upon and inure to the
benefit of the Executive and his or her estate, and the Company and any
successor of the Company, but neither this agreement nor any rights arising
hereunder may be assigned or pledged by the Executive.
6. Severability. Any provision in this agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective only to the extent of such prohibition or unenforceability
without invalidating or affecting the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other
jurisdiction.
7. Entire Agreement. With respect to the subject matter hereof, this
agreement supersedes any prior agreements or understandings, oral or
written, between the parties hereto and contains the entire understanding
of the Company and the Executive.
8. Controlling Law. This agreement shall in all respects be governed
by, and construed in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties have executed this agreement on the
date set out above.
MAYTAG CORPORATION
By
Chairman & C.E.O.
Leonard A. Hadley
<PAGE>
MAYTAG CORPORATION
Exhibit 12
Ratio of Earnings to Fixed Charges.<PAGE>
MAYTAG CORPORATION
Exhibit 12
Computation of Ratio of Earnings to Fixed Charges
(Amounts in thousands of dollars except ratios)
Year Ended December 31
1999 1998 1997 1996 1995
Consolidated
pretax
income from
continuing
operations before
minority interest
and extraordinary
item $ 530,851 $ 470,885 $ 300,555 $ 228,237 $ 59,804
Interest expense 59,259 62,765 58,995 43,006 52,087
Depreciation of
capitalized
interest 2,750 2,952 2,530 1,553 1,695
Interest portion
of rental expense 7,740 7,764 6,989 6,448 8,789
Earnings $ 600,600 $ 544,366 $ 369,069 $ 279,244 $ 122,375
Interest expense $ 59,259 $ 62,765 $ 58,995 $ 43,006 $ 52,087
Interest
capitalized 72 17 4,191 8,905 2,534
Interest portion
of rental expense 7,740 7,764 6,989 6,448 8,789
Fixed charges $ 67,071 $ 70,546 $ 70,175 $ 58,359 $ 63,410
Ratio of earnings
to fixed charges 8.95 7.72 5.26 4.78 1.93
<PAGE>
MAYTAG CORPORATION
Exhibit 21
List of Subsidiaries of the Registrant.<PAGE>
MAYTAG CORPORATION
Exhibit 21
List of Subsidiaries of the Registrant
The following schedule lists the subsidiaries of Maytag Corporation, a
Delaware corporation, as of December 31, 1999.
State or Country
Corporate Name of Organization
Maytag Appliances Sales Company Delaware
Maytag Holdings, Inc. Delaware
Dixie-Narco, Inc. Delaware
Blodgett Holdings, Inc. Delaware
G.S. Blodgett Corporation Vermont
G.S. Blodgett International Limited Barbados
Pitco Frialator, Inc. New Hampshire
Frialator International Limited England
MagiKitch'n Inc. Pennsylvania
Cloverleaf Properties, Inc. Vermont
Jade Products Company Delaware
Maytag Foreign Sales Corporation Virgin Islands
The Hoover Company Delaware
The Hoover Company (Sales) Delaware
Maytag International, Inc. Delaware
Maharashtra Investment, Inc. Delaware
Hoover Mexicana S.A. de C.V. Mexico
Hoover Holdings Inc. Delaware
Juver Industrial S.A. de C.V. Mexico
Maytag Limited Canada
Maytag Worldwide N.V. The Netherlands
Antilles
AERA LIMITED Hong Kong
AERA (Hong Kong) PTE LTD Singapore
Maytag International Investments, Inc. Delaware
Maytag I.I., Inc. Delaware
Maytag International Investments B.V. Netherlands
Hefei Rongshida Co. Ltd. (50.5%) China
Chongqing General Washing Machine Factory China
Anvil Technologies LLC (33.77%) Delaware
Maytag Capital Trust (2.91%) Delaware
Maytag Capital Trust II (2.91%) Delaware
NOTE: Ownership in subsidiaries is 100% unless otherwise indicated.
Other subsidiaries in the aggregate would not constitute a significant
subsidiary.<PAGE>
MAYTAG CORPORATION
Exhibit 23
Consent of Independent Auditors.
<PAGE>
Consent of Independent Auditors
Shareowners and Board of Directors
Maytag Corporation
We consent to the incorporation by reference in Registration Statement Number
33-8249, Registration Statement Number 33-8248, Registration Statement Number
33-6378, Registration Statement Number 33-22228, and Registration Statement
Number 33-26620 on Forms S-8; and Registration Statement Number 33-35219 on Form
S-3 of Maytag Corporation and in the related Prospectuses of our report dated
January 25, 2000, with respect to the consolidated financial statements and
schedule of Maytag Corporation included in this Annual Report (Form 10-K) for
the year ended December 31, 1999.
Ernst & Young LLP
Chicago, Illinois
March 21, 2000<PAGE>
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<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 28,815
<SECURITIES> 0
<RECEIVABLES> 517,074
<ALLOWANCES> 22,327
<INVENTORY> 404,120
<CURRENT-ASSETS> 1,021,516
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0
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<COMMON> 146,438
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<TOTAL-LIABILITY-AND-EQUITY> 2,636,487
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<CGS> 3,072,253
<TOTAL-COSTS> 3,072,253
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