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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 (Fee Required)
For the Fiscal Year Ended December 31, 1995
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (No Fee Required)
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: 515-792-8000
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, 1996
was $2,075,568,600. The number of shares outstanding of the registrant's
Common Stock (par value $1.25) as of the close of business on March 1, 1996
was 105,092,081.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's definitive proxy statement dated March 20, 1996
for the annual shareholders meeting to be held April 30, 1996 are
incorporated by reference into Part III.
1
1995 FORM 10-K CONTENTS
Item Page
PART I:
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Business - Home Appliances . . . . . . . . . . . . . . . . . . . 3
Business - Vending Equipment . . . . . . . . . . . . . . . . . . 4
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . 6
4. Submission of Matters to a Vote of Security Holders . . . . . . 6
Executive Officers of the Registrant . . . . . . . . . . . . . . 6
PART II:
5. Market for the Registrant's Common Equity and Related Stockholder
Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . 8
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations . . . . . . . . . . . . . . . . . . . . . 9
8. Financial Statements and Supplementary Data . . . . . . . . . . 16
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . . . . . 38
PART III:
10. Directors and Executive Officers of the Registrant . . . . . . . 38
11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . 38
12. Security Ownership of Certain Beneficial Owners and Management . 38
13. Certain Relationships and Related Transactions . . . . . . . . . 39
PART IV:
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 39
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
2
PART I
Item 1. Business.
Maytag Corporation (the "Company") was organized as a Delaware corporation
in 1925. The Company operates in two business segments: home appliances
and vending equipment. Financial and other information relating to industry
segment and geographic data is included in Part II, Item 7, Pages 9-13, and
Item 8, Pages 35 and 36.
HOME APPLIANCES
The home appliances segment represented 93.6 percent of consolidated net
sales in 1995.
The Company, through its various business units, manufactures, distributes
and services a broad line of home appliances including laundry equipment,
dishwashers, refrigerators, cooking appliances, vacuum cleaners and steam
carpet cleaners. The Company's appliance brands include Maytag, Jenn-Air,
Magic Chef, Admiral and Hoover. Maytag Customer Service handles parts
distribution and customer service in the United States and Canada for the
Company's appliance brands, except Hoover. Maytag International, Inc., the
Company's international marketing subsidiary, handles the sales of
appliances and licensing of certain home appliance brands in markets outside
the United States and Canada. In the second quarter of 1995, the Company
sold its home appliance operations in Europe and in the fourth quarter of
1994, the Company sold its home appliance operations in Australia and New
Zealand. Additional information regarding these divestitures is included in
Part II, Item 7, Pages 10 and 13; and Item 8, Page 25. The operations of
the Maytag Financial Services Corporation, which provided financing programs
primarily to certain customers of the Company in North America, ceased in
1995. However, certain financing programs continue through the Company's
other business units and subsidiaries. Most home appliance sales are made
within North America.
The Company markets its home appliances to all major United States and
certain international markets, including the replacement market, the
commercial laundry market, the new home and apartment builder market, the
recreational vehicle market, the private label market and the
household/commercial floor care market. Products are primarily sold to
dealers, but also sold through independent distributors, mass merchandisers
and large regional and national department stores.
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. Geographic information is
included in Part II, Item 8, Page 36.
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 licenses it holds on other patents are not considered
to be critical to its business. The Company holds a number of trademark
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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 not seasonal.
The Company is not dependent upon a single home appliance customer or a few
customers. Therefore, the loss of any one customer would not have a
material adverse effect on its business.
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 appliance market is highly competitive with the principal
competitors being larger than the Company. Competitive pressures make price
increases difficult to implement. The Company experienced increases in
material costs in 1995 that could not be passed on to customers because of
competitive conditions. The Company uses brand image, product quality,
customer service, advertising and sales promotion, warranty and pricing 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 36.
Although the Company has many 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 material effect on capital expenditures, earnings
or the Company's competitive position.
The Company continues to progress on major capital projects implemented to
address the stricter governmental energy and environmental standards
regarding appliances which may become effective over the next several years.
These standards, which effect the entire appliance industry, include the
mandated phase-out of chloroflourocarbons ("CFCs") production by December
31, 1995 which are used in refrigeration and regulations dealing with energy
usage. The Company intends to be in compliance with these various standards
as they become effective.
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 does not presently anticipate any material adverse effect upon the
Company's earnings or financial condition arising from resolution of these
matters.
The number of employees of the Company within the home appliances segment as
of February 24, 1996 was 15,168.
VENDING EQUIPMENT
The vending equipment segment represented 6.4 percent of consolidated net
sales in 1995.
The Company manufactures, through its Dixie-Narco subsidiary, a variety of
4
bottle and can vending equipment and glass front coolers. The products are
sold worldwide primarily to soft drink bottlers and vending equipment
distributors.
Dixie-Narco introduced a new flexible can/bottle vending machine in 1995
which maximizes the different sizes and types of beverage selections. This
new vending machine also has the electronic capability to collect and store
sales information. In the fourth quarter of 1995, the Company sold the
business and assets of a Dixie-Narco manufacturing operation in Eastlake,
Ohio ("Eastlake Operation"). The Eastlake Operation designs and
manufactures currency validators and electronic components used in the
gaming and vending industries. Dixie-Narco's headquarters and vending
machine manufacturing facility in Williston, South Carolina, are not
affected by this business disposition. Additional information regarding
this divestiture is included in Part II, Item 7, Page 10.
The Company uses steel as a basic raw material in its manufacturing
processes in addition to purchased motors, compressors and other components
made of copper, aluminum, rubber, glass and plastic. 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 holds a DIXIE-NARCO trademark registration and
its associated corporate symbol.
Vending equipment sales, though stronger in the first six months of the
year, are considered by the Company to be essentially nonseasonal.
The Company's vending equipment segment is dependent upon a few major soft
drink suppliers. Therefore, the loss of one or more of these customers
could have a material adverse effect on this segment. The Company
manufactures and sells its vending machines and glass front coolers in
competition with a small number of other manufacturers and is the major
manufacturer of such equipment. The principal methods of competition
utilized by the vending equipment segment are product quality, customer
service, delivery, warranty and price. Positive factors pertaining to the
Company's competitive position include product design, manufacturing
efficiency and superior service, while new product innovations by
competitors and severe price competition negatively impact its position.
The dollar amount of backlog orders of the Company is not considered
significant for vending equipment 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.
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 material effect on capital expenditures, earnings or the Company's
competitive position. The government mandated phase-out of the production
of chloroflourocarbons ("CFCs") by December 31, 1995 affects the vending
equipment industry. However, these requirements are not anticipated to have
a material impact on the business.
The number of employees of the Company within the vending equipment segment
as of February 24, 1996 was 945.
5
Item 2. Properties.
The Company's corporate headquarters is 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; Indianapolis, Indiana; Jackson, Tennessee; Herrin,
Illinois; North Canton, Ohio; and El Paso, Texas. Maytag Customer Service,
which is located in Cleveland, Tennessee, operates an automated national
parts distribution center in Milan, Tennessee which services all of the
Company's appliance brands, except Hoover. In addition to manufacturing
facilities in the United States, the Company has three other North American
manufacturing facilities located in Canada and Mexico. In the fourth
quarter of 1994, the Company sold its home appliance facilities in Australia
and New Zealand. In the second quarter of 1995, the Company sold its home
appliance facilities in Europe.
In February 1996, the Company announced that it will consolidate the
manufacturing of Jenn-Air brand cooking products at the larger Cleveland,
Tennessee, cooking products plant, and phase out production at its
Indianapolis, Indiana, facility by the end of 1996.
The office and manufacturing facility related to the vending equipment
segment is located in Williston, South Carolina. In the fourth quarter of
1995, the Company sold its currency validator and electronic component
facility in Eastlake, Ohio.
The manufacturing facilities are well maintained, suitably equipped and in
good operating condition. The facilities used in the production of home
appliances and vending equipment had sufficient capacity to meet production
needs in 1995, and the Company expects that such capacity will be adequate
for planned production in 1996. The Company's major capital projects and
planned capital expenditures for 1996 are described in Part II, Item 7, Page
14.
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 33.
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 material adverse effect on its consolidated financial
position.
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 1995 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 officer of the
Company and their ages:
6
First
Became
Name Office Held an Officer Age
Leonard A. Hadley Chairman and
Chief Executive Officer 1979 61
Donald M. Lorton Executive Vice President, President
of Maytag Appliances (Acting) 1995 65
Gerald J. Pribanic Executive Vice President and Chief
Financial Officer 1996 52
Brian A. Girdlestone President, The Hoover Company 1996 62
Robert W. Downing President, Dixie-Narco, Inc. 1996 59
Edward H. Graham Senior Vice President, General
Counsel and Assistant Secretary 1990 60
Jon O. Nicholas Vice President, Human Resources,
Maytag Appliances 1993 56
Carleton F. Zacheis Senior Vice President,
Administrative 1988 62
John M. Dupuy Vice President, Strategic Planning 1996 39
David D. Urbani Vice President and Treasurer 1994 50
Steven H. Wood Vice President, Financial Reporting
and Audit 1996 38
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 April 30, 1996 or until their successors are
elected.
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
John M. Dupuy A. T. Kearney - Principal Consultant 1993-1995
Booz, Allen & Hamilton - Principal 1985-1993
Consultant
David D. Urbani Air Products and Chemicals, Inc.
- Assistant Treasurer 1984-1994
7
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters.
Sale Price of Common Shares Dividends
1995 1994 Per Share
Quarter High Low High Low 1995 1994
First $17 1/8 $14 1/2 $20 $16 $.125 $.125
Second 17 5/8 15 3/8 19 3/4 16 1/2 .125 .125
Third 18 1/8 15 1/4 20 1/8 14 7/8 .125 .125
Fourth 21 1/2 17 3/8 16 5/8 14 .14 .125
The principal U.S. market in which the Company's common stock is traded is
the New York Stock Exchange. As of March 1 1996, the Company had 30,571
shareowners of record.
Item 6. Selected Financial Data.
Dollars in thousands
except per share
data 1995 (1) 1994 (2) 1993 (3) 1992 (4) 1991
Net sales - as
reported $3,039,524 $3,372,515 $2,987,054 $3,041,223 $2,970,626
Net sales - ongoing
operations 2,858,347 2,831,583 2,468,374 2,407,591 2,332,365
Gross profit 788,908 876,450 724,112 701,817 716,405
Percent to sales 26.0% 26.0% 24.2% 23.1% 24.1%
Operating profit $ 288,234 $ 322,768 $ 158,878 $ 78,567 $ 191,507
Percent to sales 9.5% 9.6% 5.3% 2.6% 6.4%
Income(loss) from
continuing
operations before
special items $ 144,653 $ 147,557 $ 81,270 $ 65,446 $ 79,017
Percent to sales 4.8% 4.4% 2.7% 2.2% 2.7%
Per share $ 1.35 $ 1.38 $ 0.76 $ 0.62 $ 0.75
Income(loss) from
continuing
operations (14,996) 151,137 51,270 (8,354) 79,017
Percent to sales (.5%) 4.5% 1.7% (.3%) 2.7%
Per share $ (0.14)$ 1.42 $ 0.48 $ (0.08)$ 0.75
Dividends paid per
share .515 .50 .50 .50 .50
Average shares
outstanding 107,062 106,795 106,252 106,077 105,761
Working capital $ 543,431 $ 595,703 $ 406,181 $ 452,626 $ 509,025
Depreciation of
property, plant and
equipment 102,572 110,044 102,459 94,032 83,352
Additions to
property, plant and
equipment 152,914 84,136 99,300 129,891 143,372
Total assets 2,125,066 2,504,327 2,469,498 2,501,490 2,535,068
Long-term debt 536,579 663,205 724,695 789,232 809,480
Total debt to
capitalization 45.9% 50.7% 60.6% 58.7% 45.9%
8
Shareowners' equity
per share of Common
stock $ 6.05 $ 6.82 $ 5.50 $ 5.62 $ 9.50
(1) Income (loss) from continuing operations includes a $135.4 million
after-tax loss on the sale of the Company's home appliance operations in
Europe, 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 disposal of its Dixie-Narco operations in
Eastlake, Ohio and a $10.8 million after-tax loss on guarantee of
indebtedness relating to the sale of one its manufacturing plants in 1992.
Excludes the extraordinary loss on the early retirement of debt.
(2) Income (loss) from continuing operations includes a $20 million one-
time tax benefit associated with the funding of reorganization costs in
Europe over the past several years and a $16.4 million after-tax loss from
the sale of the Company's home appliance operations in Australia. Excludes
the cumulative effect of an accounting change.
Prior to the quarter ended December 31, 1994, the Company's European
subsidiaries were consolidated as of a date one month earlier than
subsidiaries in the United States. In the fourth quarter of 1994, this one
month reporting lag was eliminated and European results for the quarter
ended December 31, 1994 include activity for four months. The effect of
this change increased net sales by $25.2 million in the fourth quarter and
the impact on income from continuing operations was not significant.
(3) Operating profit and income (loss) from continuing operations include
$60.4 million in pretax charges ($50 million in a special charge, or $30
million after-tax and $10.4 million in selling, general and administrative
expenses) for additional costs associated with two Hoover Europe "free
flights" promotion programs.
(4) Operating profit and income (loss) from continuing operations include a
$95 million pretax charge, or $73.8 million after-tax, relating to the
reorganization of the North American and European business units. Excludes
the cumulative effect of accounting changes.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Comparison of 1995 with 1994
The Company operates in two business segments, home appliances and vending
equipment. The operations of the home appliance segment represented 93.6
percent of net sales in 1995 and 94.3 percent of net sales in 1994.
NET SALES
The Company's consolidated net sales decreased 9.9 percent in 1995 compared
to 1994 as reported. However, net sales were up 0.9 percent after excluding
net sales of $142 million in 1994 made by its home appliance operations in
Australia and New Zealand ("Australian Operations"), which were sold in
December 1994, and net sales of $399 million in 1994 and $181.2 million in
1995 made by its home appliance operations in Europe ("European
Operations"), which were sold in June 1995.
Sales by the North American Appliance Group increased 0.9 percent from 1994.
9
The Group's performance in 1995 is consistent with overall U.S. industry
performance for comparable major product categories with the Company's
market share remaining relatively unchanged. Shipments in the U.S.
appliance industry in 1995 were slightly below the record shipment levels in
1994 due to downward inventory adjustments by dealers and a slowdown in
general economic conditions. The industry projects 1996 appliance sales in
the U.S. to be consistent with or slightly higher than 1995 levels. Vending
equipment sales increased 1.5 percent due to growth in demand for the
Company's core soft drink vending machines and glass front merchandiser
products.
GROSS PROFIT
Gross profit as a percent of sales in 1995 remained flat with 1994 at 26.0
percent of sales. Margins in the North American Appliance Group decreased
due to increases in material costs that could not be passed on to customers
because of competitive conditions. Vending equipment margins increased due
to the implementation of cost improvement projects. Consolidated gross
profit margins remained flat as the impact of the increase in material costs
was offset by divestitures of the lower margin Australian Operations and
European Operations. Material costs are expected to decrease moderately in
1996 with a corresponding improvement in gross margins.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (S,G&A) expenses remained relatively
flat at 16.5 percent of sales in 1995 compared to 16.4 percent of sales in
1994.
OPERATING INCOME
Operating income for 1995 totaled $288.2 million or 9.5 percent of sales
compared to $322.8 million or 9.6 percent of sales in 1994. Excluding the
Australian and European Operations, operating income totaled $295.4 million
in 1995 or 10.3 percent of sales compared to $309.8 million or 10.9 percent
of sales in 1994.
INTEREST EXPENSE
Interest expense decreased 29.7 percent from 1994 due to debt reduction from
application of proceeds from the sale of the Australian and European
Operations and from cash provided by ongoing operations.
LOSS ON BUSINESS DISPOSITIONS
In 1995 and 1994 the Company divested several under-performing businesses to
improve shareowner value. The absence of these operations is expected to
have a favorable impact on results of the Company going forward. In the
second quarter of 1995, the Company sold its European Operations for $164.3
million in cash, subject to a post closing adjustment to the price. The
pretax loss from the sale was $140.8 million and resulted in an after-tax
loss of $135.4 million, or $1.27 per share. In the fourth quarter of 1995,
the Company sold the business and assets of a Dixie-Narco manufacturing
operation in Eastlake, Ohio ("Eastlake Operation"). The Eastlake Operation
designs and manufactures currency validators and electronic components used
in the gaming and vending industries. Dixie-Narco's headquarters and
vending machine manufacturing facility in Williston, SC, are not affected by
this business disposition. The pretax loss from the sale was $6 million and
10
resulted in an after-tax loss of $3.6 million, or $.03 per share. In the
fourth quarter of 1994, the Company sold its Australian Operations for $82.1
million in cash. The pretax loss from the sale was $13.1 million and
resulted in an after-tax loss of $16.4 million. See further discussion
under "Comparison of 1994 with 1993."
SETTLEMENT OF LAWSUIT
In the third quarter of 1995, the Company recorded a $16.5 million charge to
settle a lawsuit relating to the 1991 closing of a former Dixie-Narco plant
in Ranson, West Virginia. The after-tax charge was $9.9 million or $.09 per
share.
LOSS ON GUARANTEE OF INDEBTEDNESS
The Company is contingently liable under guarantees for indebtedness owed by
a third party ("borrower") of $23 million relating to the sale in 1992 of
one of the Company's manufacturing facilities. The borrower is presently in
default under the terms of the loan agreement. Although the indebtedness is
collateralized by the assets of the borrower, the net realizable value of
these assets is substantially less than the amount of indebtedness. The
borrower also has another outstanding debt of $2.5 million to the Company.
In the fourth quarter of 1995, the Company recorded an $18 million charge to
establish a reserve for the loan guarantees and other debt. The after-tax
charge was $10.8 million or $.10 per share.
INCOME TAXES
The significant increase in the effective tax rate is due largely to
valuation allowances established against deferred tax assets relating to
capital loss carryforwards from the loss on the sale of the European
Operations. As tax strategies are identified and implemented, tax benefits
will be recognized and the valuation allowance will be reduced. Excluding
amounts relating to the loss on the sale of the European Operations, the
effective tax rate was 40 percent in 1995. In 1994, a $20 million tax
benefit was recorded associated with the funding of operating losses and
reorganization costs in Europe over the past several years. This benefit
was partially offset by the tax expense arising from the sale of the
Australian Operations. Excluding these special items, the effective tax rate
was 42 percent in 1994. The decrease in the effective tax rate from 42
percent in 1994 to 40 percent in 1995 is primarily due to tax benefits from
an increase in export sales from the United States.
EXTRAORDINARY ITEM
In 1995, the Company retired $116.5 million of long-term debt at a cost of
$5.5 million after-tax or $.05 per share.
ACCOUNTING CHANGE
In 1994, the Company adopted Financial Accounting Standards Board Statement
No. 112 (FAS 112), "Employers' Accounting for Postemployment Benefits." The
new rules required recognition of a liability for certain disability and
severance benefits to former or inactive employees. The cumulative effect
of this accounting change in 1994 was $3.2 million after-tax or $.03 per
share.
11
NET INCOME (LOSS)
Special items in 1995 include the $135.4 million after-tax loss on the sale
of the European Operations, the $3.6 million after-tax loss on the sale of
the Eastlake Operation, the $9.9 million after-tax lawsuit settlement
charge, the $10.8 million after-tax charge for the guarantee of indebtedness
and the $5.5 million extraordinary item from the early retirement of debt.
Excluding these special items, as well as the 1994 special items, income for
1995 would have been $144.7 million, or $1.35 per share, compared to income
of $147.6 million, or $1.38 per share in 1994. Special items in 1994
include a $16.4 million after-tax loss on sale of the Australian Operations,
a $20 million tax benefit associated with the funding of operating losses
and reorganization costs in Europe over the past several years and a $3.2
million cumulative effect of accounting change.
Comparison of 1994 with 1993
The Company operates in two business segments, home appliances and vending
equipment. The operations of the home appliance segment represented 94.3
percent of net sales in 1994 and 94.8 percent of net sales in 1993.
NET SALES
The Company's consolidated net sales increased 12.9 percent in 1994 compared
to 1993. Sales in the North American Appliance Group increased 14.2 percent
from 1993 due to strong industry growth and market share gains in virtually
all product categories. These market share gains were achieved through new
product introductions and promotion of the premium Maytag and Jenn-Air
brands. Consolidated results for 1994 include thirteen months of operations
for certain subsidiaries in Europe as a one-month reporting lag was
eliminated. Including this additional month in the fourth quarter of 1994,
European sales for the year increased 2.1 percent from 1993. On a
comparable basis, European sales decreased 4.3 percent from 1993 resulting
from industry declines and market share losses. The loss of market share in
Europe was partially due to a strategic reduction in certain unprofitable
product lines and sales channels. Vending equipment sales increased 22.4
percent in 1994 resulting from increased demand for the Company's core soft
drink vending machines from new and existing domestic customers and sales of
a new glass front merchandiser.
GROSS PROFIT
Gross profit as a percent of sales increased 1.8 points resulting from
improvements in both industry segments. Margins in the North American
Appliance Group increased due to the favorable mix of the premium priced
brands, higher margins of new products, coordinated materials purchasing
efforts and volume related factory efficiencies. The improvement in
European margins resulted from the elimination of excess production
capacity, reduction of headcount levels and favorable product mix. Vending
equipment margins declined primarily due to unfavorable mix of electronic
venders. The decline in vending equipment margins was greater in the fourth
quarter than in previous quarters of 1994 due to unfavorable mix of glass
front merchandisers sold outside the United States.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative (S,G&A) expenses decreased to 16.4
percent of sales in 1994 from 17.2 percent in 1993. The decrease resulted
12
from higher sales volumes and cost control in both the appliances and
vending equipment segments. Staffing reductions in Europe also contributed
to the improvement from 1993. A reversal of excess reserves relating to the
1992 reorganization of the North American Appliance Group decreased S,G&A by
$5 million in the fourth quarter of 1994. Results for Europe in the fourth
quarter of 1994 include $4.7 million of restructuring costs, the majority of
which is included in S,G&A.
The special charge in 1993 consisted of a $50 million pretax charge to cover
additional costs associated with two "free flights" promotional programs in
Europe. Total pretax charges relating to the "free flights" promotion
program in 1993 were $60.4 million ($50 million in a special charge and
$10.4 million in S,G&A). Offsetting a portion of the 1993 European "free
flights" expenses in S,G&A was a $5 million reversal of excess
reorganization expenses in Europe.
OPERATING INCOME
Operating income for 1994 totaled $322.8 million or 9.6 percent of sales
compared to $158.9 million or 5.3 percent of sales in 1993. Before the
special charge, operating income in 1993 was $208.9 million or 7.0 percent
of sales.
OTHER INCOME AND EXPENSE
In the fourth quarter of 1994, the Company sold its home appliance
operations in Australia and New Zealand ("Australian Operations") for $82.1
million in cash. The pretax loss from the sale was $13.1 million and
resulted in an after-tax loss of $16.4 million. The pretax loss resulted
primarily from recognition of the foreign currency translation loss that the
Company had accumulated in Shareowners' Equity since the operations were
acquired in 1989. The higher loss after-tax resulted from a lower tax basis
in the operations, as compared to the book investment, in computing the tax
liability.
INCOME TAXES
The decrease in the effective tax rate from 1993 was primarily due to a $20
million tax benefit recorded in the third quarter of 1994 associated with
the funding of operating losses and reorganization costs in Europe over the
past several years. This benefit was partially offset by the tax expense
arising from the divestiture of Australia. The notes to the consolidated
financial statements include a reconciliation between the statutory tax and
the actual tax provided.
ACCOUNTING CHANGE
In the first quarter of 1994, the Company adopted Financial Accounting
Standards Board Statement No. 112 (FAS 112), "Employers' Accounting for
Postemployment Benefits." The new rules required recognition of a liability
for certain disability and severance benefits to former or inactive
employees. The cumulative effect of this accounting change in 1994 was $3.2
million or $.03 per share. The ongoing expenses associated with adoption of
the new statement are not significant.
NET INCOME
Excluding the $16.4 million after-tax loss on the sale of the Australian
13
Operations in 1994, the $3.2 million cumulative effect of accounting change
in 1994, the $20 million special tax benefit in 1994 and the $30 million
after-tax special "free flights" promotion charge in 1993, income would have
been $147.6 million or $1.38 per share in 1994 compared to $81.3 million or
$.76 per share in 1993.
Liquidity and Capital Resources
During the year, the Company's primary sources of liquidity were cash
provided by operating activities, proceeds from business divestitures and
external debt. Detailed information on the Company's cash flows is
presented in the Statements of Consolidated Cash Flows.
CASH FLOW FROM OPERATING ACTIVITIES
Cash flow generated from operating activities consists of net income
adjusted for certain non-cash income and expenses and changes in working
capital. Non-cash income and expenses include items such as depreciation,
amortization and deferred income taxes. Working capital consists primarily
of accounts receivable, inventory and current liabilities.
Cash flow from operating activities improved in 1995 compared to 1994
primarily as a result of a decrease in accounts receivable. Included in the
working capital improvement was the sale of $43 million of accounts
receivable relating to Maytag Financial Services which ceased operations in
1994. In addition, cash outflows for 1994 included $53 million of payments
for the 1992 reorganization of the European operations and the 1992/1993
European "free flights" promotional programs. The funding of these events
was substantially completed in 1994.
CASH FLOW FROM INVESTING ACTIVITIES
The $148.5 million proceeds from business disposition in 1995 includes the
$164.3 million in cash received from the sale of the European Operations,
net of $15.8 million cash in the business sold. Proceeds from the sale of
the Australian Operations provided cash of $82.1 million in 1994, net of
$2.7 million cash in the business sold.
The Company continually invests in its businesses to improve product design
and manufacturing processes and to increase capacity when needed. Capital
spending in 1995 was significantly higher than 1994 due to the continuation
of several major capital projects that the Company will be implementing over
the next several years. These projects include a new high efficiency
clothes washer and a complete redesign of the Company's refrigerator product
lines. Planned capital expenditures for 1996 approximate $200 million and
relate to these new projects as well as other ongoing production
improvements and product enhancements. Capital spending in 1996 includes
approximately $9 million of interest expense which will be capitalized as a
result of the major capital projects described above.
CASH FLOW FROM FINANCING ACTIVITIES
In the fourth quarter, the Company increased the quarterly dividend from
$.125 to $.14 per share. As a result, dividend payments in 1995 increased
to $55.4 million from $53.6 million in 1994.
The Company used a portion of the cash flow generated from operations and
proceeds from the business dispositions described above to reduce notes
14
payable and long-term debt by $193.4 million in 1995. Included in the debt
reduction is $116.5 million for the early retirement of a portion of the
Company's outstanding long-term debt at December 31, 1994. The Company's
ratio of debt to total capitalization decreased from 50.7 percent at
December 31, 1994 to 45.9 percent at December 31, 1995.
In the fourth quarter of 1995, the Company commenced a stock repurchase
program to buy up to 10.8 million shares of the Company's outstanding Common
stock. Through December 31, 1995, 2.7 million shares had been repurchased
at a total cost of $54.8 million. The shares repurchased in the quarter did
not have a material impact on earnings per share in the fourth quarter or
full year of 1995. The repurchase program is expected to continue
periodically for an unspecified length of time.
Any funding requirements for future capital expenditures and other cash
requirements in excess of cash on hand and generated from future operations
will be supplemented by the issuance of commercial paper, debt securities
and bank borrowings. The Company'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 July 27,
2000 and includes covenants for interest coverage and leverage.
Contingencies/Other
In connection with the sale of the European Operations, the terms of the
contract provide for a post closing adjustment to the price under which the
Company has asserted an additional amount of approximately $15 million is
owed by the buyer. The post closing adjustment is in dispute and may
ultimately depend on the decision of an independent third party. Also in
connection with the sale, the Company has made various warranties to the
buyer, including the accuracy of tax net operating losses in the United
Kingdom, and has agreed to indemnify the buyer for liability resulting from
customer claims under the "free flights" promotions in excess of the reserve
balance at the time of sale. There are limitations on the Company's
liability in the event the buyer incurs a loss as a result of breach of the
warranties. The Company does not expect the resolution of these items to
have a material adverse effect on its financial condition.
The Company announced in the fourth quarter of 1995 that it will conduct an
in-home inspection program to eliminate a potential problem with a small
electrical component in Maytag brand dishwashers. Although the ultimate
cost of the repair will not be known until the inspection program is
complete, it is not expected to have a material impact on the Company's
results. The Company will seek reimbursement from the supplier of the
component.
In March 1995, the FASB issued Statement of Financial Accounting Standards
No. 121 (FAS 121) "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of." This pronouncement, which is
required to be adopted no later than the first quarter of 1996, establishes
accounting standards for the impairment of long-lived assets, certain
identifiable intangibles, and goodwill relating to those assets to be held
and used and for long-lived assets and certain identifiable intangibles to
be disposed of. The Company does not believe adoption of the statement will
have a material impact on its financial results.
In October 1995, the FASB issued Statement of Financial Accounting Standards
No. 123 (FAS 123) "Accounting for Stock-Based Compensation." The
15
pronouncement is required to be adopted in fiscal year 1996. The accounting
requirements of the statement allow companies to choose between existing
rules and the fair value rules in the new statement. The Company has chosen
to continue to follow the existing accounting rules under APB opinion No.
25.
In February 1996, the Company announced a streamlining of its major home
appliance business designed to strengthen its position in the industry and
to deliver improved results to customers and shareowners. This includes the
consolidation of two business units into a single business unit which will
manage the operations of all its major home appliance brands and the closing
of a cooking products plant in Indianapolis, Indiana. The Company will take
1996 charges of $50 million for restructuring costs related to the
streamlining. The majority of these costs are anticipated to be recorded as
a one-time charge in the first quarter of 1996.
Item 8. Financial Statements and Supplementary Data.
Page
Report of Independent Auditors . . . . . . . . . . . . . . 17
Statements of Consolidated Income (Loss)--Years Ended
December 31, 1995, 1994, and 1993 . . . . . . . . . . . . 18
Statements of Consolidated Financial Condition--
December 31, 1995 and 1994 . . . . . . . . . . . . . . . 19
Statements of Consolidated Shareowners' Equity--Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . 21
Statements of Consolidated Cash Flows--Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . 23
Notes to Consolidated Financial Statements . . . . . . . . 24
Quarterly Results of Operations--Years 1995 and 1994 . . . 37
16
Report of Independent Auditors
Shareowners and Board of Directors
Maytag Corporation
We have audited the accompanying statements of consolidated financial
condition of Maytag Corporation and subsidiaries as of December 31, 1995 and
1994, and the related consolidated statements of income (loss), shareowners'
equity and cash flows for each of three years in the period ended December
31, 1995. Our audits 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 generally accepted auditing
standards. 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, 1995 and 1994, and the
consolidated results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic
financial statement taken as a whole, presents fairly in all material
respects the information set forth therein.
Ernst & Young LLP
Chicago, Illinois
January 30, 1996
17
Statements of Consolidated Income (Loss)
Year Ended December 31
In thousands except per share data 1995 1994 1993
Net sales $ 3,039,524 $ 3,372,515 $ 2,987,054
Cost of sales 2,250,616 2,496,065 2,262,942
Gross profit 788,908 876,450 724,112
Selling, general and administrative
expenses 500,674 553,682 515,234
Special charge 50,000
Operating income 288,234 322,768 158,878
Interest expense (52,087) (74,077) (75,364)
Loss on business dispositions (146,785) (13,088)
Settlement of lawsuit (16,500)
Loss on guarantee of indebtedness (18,000)
Other--net 4,942 5,734 6,356
Income before income taxes,
extraordinary item and
cumulative effect of
accounting change 59,804 241,337 89,870
Income taxes 74,800 90,200 38,600
Income (loss) before
extraordinary item and
cumulative effect of accounting
change (14,996) 151,137 51,270
Extraordinary item - loss on early
retirement of debt (5,480)
Cumulative effect of accounting
change (3,190)
Net income (loss) $ (20,476) $ 147,947 $ 51,270
Income (loss) per average share of Common stock:
Income (loss) before
extraordinary item and
cumulative effect of accounting
change $ (0.14) $ 1.42 $ 0.48
Extraordinary item - loss on
early retirement of debt $ (0.05)
Cumulative effect of accounting
change $ (0.03)
Net income (loss) per Common
share $ (0.19) $ 1.39 $ 0.48
See notes to consolidated financial statements.
18
Statements of Consolidated Financial Condition
December 31
In thousands except share data 1995 1994
Assets
Current assets
Cash and cash equivalents $ 141,214 $ 110,403
Accounts receivable, less allowance--
(1995--$12,540; 1994--$20,037) 417,457 567,531
Inventories 265,119 387,269
Deferred income taxes 42,785 45,589
Other current assets 43,559 19,345
Total current assets 910,134 1,130,137
Noncurrent assets
Deferred income taxes 91,610 72,394
Pension investments 1,489 112,522
Intangible pension asset 91,291 84,653
Other intangibles, less allowance for
amortization--(1995--$65,039; 1994--$56,250) 300,086 310,343
Other noncurrent assets 29,321 44,979
Total noncurrent assets 513,797 624,891
Property, plant and equipment
Land 24,246 32,600
Buildings and improvements 260,394 284,439
Machinery and equipment 1,030,233 1,109,411
Construction in progress 97,053 30,305
1,411,926 1,456,755
Less allowance for depreciation 710,791 707,456
Total property, plant and equipment 701,135 749,299
Total assets $ 2,125,066 $ 2,504,327
19
December 31
In thousands except share data 1995 1994
Liabilities and Shareowners' Equity
Current liabilities
Notes payable $ $ 45,148
Accounts payable 142,676 212,441
Compensation to employees 61,644 61,311
Accrued liabilities 156,041 146,086
Income taxes payable 3,141 26,037
Current maturities of long-term debt 3,201 43,411
Total current liabilities 366,703 534,434
Noncurrent liabilities
Deferred income taxes 14,367 38,375
Long-term debt 536,579 663,205
Postretirement benefits other than pensions 428,478 412,832
Pension liability 88,883 59,363
Other noncurrent liabilities 52,705 64,406
Total noncurrent liabilities 1,121,012 1,238,181
Shareowners' equity
Common stock:
Authorized--200,000,000 shares (par value
$1.25)
Issued--117,150,593 shares, including shares
in treasury 146,438 146,438
Additional paid-in capital 472,602 477,153
Retained earnings 344,346 420,174
Cost of Common stock in treasury (1995--
11,745,395 shares; 1994--9,813,893 shares) (255,663) (218,745)
Employee stock plans (57,319) (60,816)
Minimum pension liability adjustment (5,656)
Foreign currency translation (7,397) (32,492)
Total shareowners' equity 637,351 731,712
Total liabilities and shareowners' equity $ 2,125,066 $ 2,504,327
See notes to consolidated financial statements.
20
Statements of Consolidated Shareowners' Equity
Additional Employee Pension Foreign
Common Stock Paid-In Retained Treasury Stock Stock Liability Currency
In thousands Shares Amount Capital Earnings Shares Amount Plans Adjustment Translation
Balance at December
31, 1992 117,151 $146,438 $478,463 $328,122 (10,546) $(234,993) $(65,638) $ $(53,167)
Net income 51,270
Cash dividends (53,569)
Stock issued under
employee stock plans (911) 92 2,111
Stock awards:
Granted (3,645) 491 10,939 (7,294)
Earned or canceled 6,136 (550) (12,403) 9,102
ESOP:
Issued (651) 82 1,836
Allocated 1,488
Tax benefit of ESOP
dividends and stock
options 675
Translation (17,528)
adjustments
Balance at December
31, 1993 117,151 146,438 480,067 325,823 (10,431) (232,510) (62,342) (70,695)
Net income 147,947
Cash dividends (53,596)
Stock issued under
employee stock plans (1,760) 207 4,635
Stock awards:
Granted (1,045) 243 5,397 (4,352)
Earned or canceled 413 (65) (1,457) 4,284
Conversion of
subordinated
debentures (985) 137 3,063
ESOP:
Issued (493) 95 2,127
Allocated 1,594
Tax benefit of ESOP
dividends and stock
options 956
21
Translation
adjustments related
to business
disposition 13,089
Translation
adjustments 25,114
Balance at December
31, 1994 117,151 146,438 477,153 420,174 (9,814) (218,745) (60,816) (32,492)
Net loss (20,476)
Cash dividends (55,352)
Stock issued under
employee stock plans (2,301) 339 7,295
Stock awards:
Granted (1,539) 212 4,713 (3,173)
Earned or canceled 672 (108) (2,408) 4,949
Purchase of Common
stock for treasury (2,744) (54,775)
Conversion of
subordinated
debentures (1,941) 272 6,071
ESOP:
Issued (629) 98 2,186
Allocated 1,721
Tax benefit of ESOP
dividends and stock
options 1,187
Minimum pension
liability adjustment (5,656)
Translation
adjustments related
to business
disposition 19,887
Translation
adjustments 5,208
Balance at December
31, 1995 117,151 $146,438 $472,602 $344,346 (11,745) ($255,663) ($57,319) ($5,656) ($7,397)
See notes to consolidated financial statements.
22
Statements of Consolidated Cash Flows
Year Ended December 31
In thousands 1995 1994 1993
Operating activities
Net income (loss) $ (20,476) $ 147,947 $ 51,270
Adjustments to reconcile net income
(loss) to net cash provided by
operating activities:
Loss on business dispositions 146,785 13,088
Cumulative effect of accounting
change 3,190
Depreciation and amortization 111,861 119,358 111,781
Deferred income taxes (42,036) (10,058) (35,833)
Reorganization expenses (5,000) (5,000)
"Free flights" promotion expenses 700 60,379
Changes in selected working
capital items exclusive of
business dispositions:
Inventories 13,248 24,503 (29,323)
Receivables 60,156 (53,074) (59,745)
Other current assets 5,548 (2,537) 11,136
Other current liabilities 4,624 43,387 (17,383)
Reorganization reserve (903) (26,686) (39,671)
"Free flights" promotion reserve (388) (26,709) (42,981)
Pension assets and liabilities 17,735 14,089 43,513
Postretirement benefits 15,702 21,197 11,259
Other--net 2,643 5,967 11,913
Net cash provided by operating
activities 314,499 269,362 71,315
Investing activities
Capital expenditures--net (148,349) (79,024) (95,990)
Proceeds from business dispositions
(net of cash in businesses sold of
$15,783 in 1995 and $2,650 in 1994) 148,497 79,428
Total investing activities 148 404 (95,990)
Financing activities
Proceeds from credit agreements and
long-term borrowings 5,500
(Decrease) increase in notes payable (29,808) (118,134) 138,951
Reduction in long-term debt (163,609) (36,001) (94,449)
Stock repurchases (54,775)
Stock options exercised and other
Common stock transactions 16,801 12,377 5,903
Dividends (55,352) (53,596) (53,569)
Total financing activities (286,743) (195,354) 2,336
Effect of exchange rates on cash 2,907 4,261 (2,963)
Increase (decrease) in cash
and cash equivalents 30,811 78,673 (25,302)
Cash and cash equivalents at
beginning of year 110,403 31,730 57,032
Cash and cash equivalents at
end of year $ 141,214 $ 110,403 $ 31,730
See notes to consolidated financial statements.
23
Notes to Consolidated Financial Statements
Summary of Significant Accounting Policies:
Organization: Home Appliances-The Company, through its various business
units, manufactures, distributes and services a broad line of home
appliances including laundry equipment, dishwashers, refrigerators, cooking
appliances, vacuum cleaners and steam carpet cleaners. In the second
quarter of 1995, the Company sold its home appliance operations in Europe
and in the fourth quarter of 1994, the Company sold its home appliance
operations in Australia and New Zealand. The Company markets its home
appliances to all major United States and certain international markets,
including the replacement market, the commercial laundry market, the new
home and apartment builder market, the recreational vehicle market, the
private label market and the household/commercial floor care market.
Products are primarily sold to dealers, but also sold through independent
distributors, mass merchandisers and large regional and national department
stores.
Vending Equipment-The Company manufactures, through its Dixie-Narco
subsidiary, a variety of bottle and can vending equipment and glass front
coolers. The products are sold worldwide primarily to soft drink bottlers
and vending equipment distributors.
Principles of Consolidation: The consolidated financial statements include
the accounts and transactions of the Company and its wholly-owned
subsidiaries. Intercompany accounts and transactions are eliminated in
consolidation.
Prior to the quarter ended December 31, 1994, the Company's European
subsidiaries were consolidated as of a date one month earlier than
subsidiaries in the United States. In the fourth quarter of 1994, this one
month reporting lag was eliminated and European results for the quarter
ended December 31, 1994 included activity for four months. The effect of
this change increased net sales by $25.2 million in the fourth quarter of
1994, and the impact on net income was not significant.
Exchange rate fluctuations from translating the financial statements of
subsidiaries located outside the United States into U.S. dollars and
exchange gains and losses from designated intercompany foreign currency
transactions are recorded in a separate component of shareowners' equity.
All other foreign exchange gains and losses are included in income.
Certain previously reported amounts have been reclassified to conform
with the current period presentation.
Use of Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from these
estimates.
Cash Equivalents: Highly liquid investments with a maturity of 90 days 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 96 percent and 80 percent of the Company's inventories at
December 31, 1995 and 1994. Costs for other inventories have been
determined principally by the first-in, first-out (FIFO) method.
24
Intangibles: Intangibles principally represent goodwill, which is the cost
of business acquisitions in excess of the fair value of identifiable net
tangible assets of businesses acquired. Goodwill is amortized over 40
years on the straight-line basis and the carrying value is reviewed
annually. If this review indicates that goodwill will not be recoverable
as determined based on the undiscounted cash flows of the entity acquired
over the remaining amortization period, the Company's carrying value of the
goodwill will be reduced by the estimated shortfall of cash flows.
Income Taxes: Certain expenses (principally related to accelerated tax
depreciation, employee benefits and various other accruals) are recognized
in different periods for financial reporting and income tax purposes.
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 useful lives.
Short and Long-Term Debt: The carrying amounts of the Company's borrowings
under its short-term revolving credit agreements approximate their fair
value. The fair values of the Company's long-term debt are estimated based
on quoted market prices of comparable instruments.
Forward Foreign Exchange Contracts: The Company enters into forward
foreign exchange contracts to hedge exposures related to foreign currency
transactions. Losses on hedges of firm identifiable commitments are
recognized in the same period in which the underlying transaction is
recorded. Gains and losses on other contracts are marked to market each
period and the gains and losses are included in income.
Business Dispositions
In the second quarter of 1995, the Company sold its home appliance
operations in Europe for $164.3 million in cash, subject to a post closing
adjustment to the price. The pretax loss from the sale was $140.8 million
and resulted in an after-tax loss of $135.4 million. In the fourth quarter
of 1995, the Company sold the business and assets of a Dixie-Narco
manufacturing operation in Eastlake, Ohio. The pretax loss from the sale
was $6 million and resulted in an after-tax loss of $3.6 million. In the
fourth quarter of 1994, the Company sold its home appliance operations in
Australia and New Zealand for $82.1 million in cash. The pretax loss on
the sale was $13.1 million and resulted in an after-tax loss of $16.4
million. See industry segment and geographic information for financial
information related to these businesses.
Other Expenses
In the third quarter of 1995, the Company recorded a $16.5 million charge
to settle a lawsuit relating to the 1991 closing of a former Dixie-Narco
plant in Ranson, West Virginia. The after-tax charge was $9.9 million.
The Company is contingently liable under guarantees for indebtedness
owed by a third party ("borrower") of $23 million relating to the sale in
1992 of one of the Company's manufacturing facilities. The borrower is
presently in default under the terms of the loan agreement. Although the
indebtedness is collateralized by the assets of the borrower, the net
realizable value of these assets is substantially less than the amount of
indebtedness. The borrower also has another outstanding debt of $2.5
million to the Company. In the fourth quarter of 1995, the Company
recorded an $18 million charge to establish a reserve for the loan
guarantees and other debt. The after-tax charge was $10.8 million.
25
Inventories
December 31
In thousands 1995 1994
Finished products $ 163,968 $ 254,345
Work in process, raw materials and supplies 101,151 132,924
$ 265,119 $ 387,269
If the FIFO method of inventory accounting, which approximates current
cost, had been used for all inventories, they would have been $82.1 million
and $77.1 million higher than reported at December 31, 1995 and 1994.
Pension Benefits
The Company and its subsidiaries have noncontributory defined benefit
pension plans covering 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 is to contribute amounts to the
plans sufficient to meet minimum funding requirements.
A summary of the components of net periodic pension expense (income)
for the defined benefit plans is as follows:
Year Ended December 31
In thousands 1995 1994 1993
Service cost--benefits earned during
the period $ 20,358 $ 28,550 $ 24,067
Interest cost on projected benefit
obligation 80,163 94,148 90,322
Return on plan assets:
Actual return (170,847) 559 (167,540)
Expected return (higher) lower
than actual 82,427 (117,553) 54,399
Expected return on plan assets (88,420) (116,994) (113,141)
Other net amortization and deferral 6,355 9,474 4,917
Net pension expense $ 18,456 $ 15,178 $ 6,165
Assumptions used in determining net periodic pension expense (income)
for the defined benefit plans in the United States were:
1995 1994 1993
Discount rates 8.5% 7.5% 8.5%
Rates of compensation increase 6.0% 5.0% 6.0%
Expected long-term rates of return on assets 9.5% 9.5% 9.5%
For the valuation of pension obligations at the end of 1995 set forth
in the table below, and for determining pension expense in 1996, the
discount rate and rate of compensation increase have been decreased to 7.5
percent and 5.0 percent, respectively. The majority of the increase in the
projected benefit obligation between 1994 and 1995 is due to the decrease
in the discount rate. Assumptions for defined benefit plans outside the
United States are comparable to the above in all periods.
As of December 31, 1995, approximately 96 percent of the plan assets
are invested in listed stocks and bonds. The balance is invested in real
estate and short term investments.
Certain pension plans in the United States provide that in the event of
a change of Company control and plan termination, any excess funding may be
used only to provide pension benefits or to fund retirees' health care
26
benefits. The use of all pension assets for anything other than providing
employee benefits is either limited by legal restrictions or subject to
severe taxation.
The following table sets forth the funded status and amounts recognized
in the statements of consolidated financial condition for the Company's
defined benefit pension plans:
December 31, 1995 December 31, 1994
Plans in Plans in Plans in Plans in
Which Which Which Which
Assets Exceed Accumulated Assets Exceed Accumulated
Accumulated Benefits Accumulated Benefits
In thousands Benefits Exceed Assets Benefits Exceed Assets
Actuarial present
value of benefit
obligation:
Vested benefit
obligation $ (8,096) $ (721,880) $ (399,971) $ (617,011)
Accumulated benefit
obligation $ (8,099) $ (803,468) $ (399,975) $ (683,551)
Projected benefit
obligation $ (8,781) $ (855,017) $ (426,485) $ (745,273)
Plan assets at fair
value 9,934 714,818 523,104 625,648
Projected benefit
obligation less than
(in excess of) plan
assets 1,153 (140,199) 96,619 (119,625)
Unrecognized net
(gain) loss 5 83,828 (22,002) 91,078
Prior service cost
not yet recognized
in net periodic
pension cost 604 90,670 38,159 85,191
Unrecognized net
asset at adoption of
FAS 87, net of
amortization (273) (26,235) (254) (31,354)
Net pension asset $ 1,489 $ 8,064 $ 112,522 $ 25,290
Recognized in the
statements of
consolidated
financial condition
Pension investment
(liability) $ 1,489 $ (88,883) $ 112,522 $ (59,363)
Intangible pension
asset 91,291 84,653
Reduction of
shareowners' equity 5,656
Net pension asset $ 1,489 $ 8,064 $ 112,522 $ 25,290
Pension investments above of approximately $112 million at December 31,
1994, and pension income of $2.2 million, $1.6 million and $5.5 million in
1995, 1994 and 1993 relate to pension plans covering employees in Europe.
These plans were transferred to the buyer in 1995 in connection with the
sale of the Company's home appliance operations in Europe.
In 1995 and 1994, the Company recorded $96.9 million and $84.7 million,
respectively, to recognize the minimum pension liability required by the
27
provisions of Financial Accounting Standards Board Statement No. 87 (FAS
87), "Employers' Accounting for Pensions." The transaction, which had no
effect on income, was offset by recording an intangible asset of $91.2
million in 1995 and $84.7 million in 1994. The intangible asset represents
a future economic benefit arising from the granting of retroactive pension
benefits over many years and will be amortized to expense over the
remaining average working lifetime of the affected employees. The
intangible asset is required to be recognized in accordance with FAS 87 due
to an increase in the accumulated benefit obligation resulting from the
decrease in the discount rate. In addition, because the intangible asset
recognized may not exceed the amount of unrecognized prior service cost and
transition obligation on an individual plan basis, the balance in 1995 of
$5.7 million, net of income tax benefits is recorded as a separate
reduction of shareowners' equity at December 31, 1995.
Postretirement Benefits Other Than Pensions
In addition to providing pension benefits, the Company provides
postretirement health care and life insurance benefits for its employees in
the United States. 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.
A summary of the components of net periodic postretirement benefit cost
is as follows:
Year Ended December 31
In thousands 1995 1994 1993
Service cost $ 12,876 $ 15,440 $ 10,225
Interest cost 27,911 29,448 26,939
Net amortization and deferral (8,147) (5,957) (8,228)
Net periodic postretirement benefit
cost $ 32,640 $ 38,931 $ 28,936
Assumptions used in determining net periodic postretirement benefit
cost were:
1995 1994 1993
Health care cost trend rates(1):
Current year 9.0% 13.0% 14.0%
Decreasing gradually to 6.0% 6.0% 6.0%
Until the year 2001 2001 2009
Each year thereafter 6.0% 6.0% 6.0%
Discount rates 8.5% 7.5% 8.5%
(1) Weighted-average annual assumed rate of increase in the per capita cost
of covered benefits.
For the valuation of the accumulated benefit obligation at December 31,
1995 and for determining postretirement benefit costs in 1996, the discount
rate has been decreased to 7.5 percent.
The health care cost trend rate assumption has a significant impact on
the amounts reported. For example, increasing the assumed health care cost
trend rates by one percentage point in each year would increase the
accumulated postretirement benefit obligation as of December 31, 1995 by
$41.8 million and the aggregate of the service and interest cost components
of net periodic postretirement benefit cost for 1995 by $5.3 million.
The following table presents the status of the plans reconciled with
amounts recognized in the statements of consolidated financial condition
28
for the Company's postretirement benefits.
December 31
In thousands 1995 1994
Accumulated postretirement benefit obligation:
Retirees $ 259,421 $ 239,593
Fully eligible active plan participants 42,698 37,569
Other active plan participants 92,557 79,524
394,676 356,686
Unamortized plan amendment 37,235 45,598
Unrecognized net gain(loss) (3,433) 10,548
Postretirement benefit liability recognized in
the statements of consolidated financial
condition $ 428,478 $ 412,832
Employee Stock Ownership Plan and Other Employee Benefits
The Company has established a trust to administer a leveraged employee
stock ownership plan (ESOP) within an existing employee savings plan. The
Company has guaranteed the debt of the trust and will service the repayment
of the debt, including interest, through the Company's employee savings
plan contribution and from the quarterly dividends paid on stock held by
the ESOP. Dividends paid by the Company on stock held by the ESOP totaled
$1.5 million, $1.4 million and $1.4 million in 1995, 1994 and 1993. The
ESOP notes are collateralized by the Common stock owned by the ESOP trust.
The Company makes annual contributions to the ESOP to the extent the
dividends earned on the shares held are less than the debt service
requirements. The Company made contributions to the plan of $6.3 million,
$5.9 million and $5.5 million for loan payments in 1995, 1994 and 1993. As
the debt is repaid, shares are released from collateral and allocated to
active employees based on the proportion of debt service paid in the year.
Accordingly, the loan outstanding is recorded as debt and the cost of
shares pledged as collateral are reported as a reduction of Shareowners'
Equity (employee stock plans). As the shares are released from collateral,
the Company reports compensation expense based on the historical cost of
the shares. The Company also expenses any additional contributions required
if the shares released from collateral are less than the shares earned by
the employees. All shares held by the ESOP are considered outstanding for
earnings per share computations and dividends earned on the shares are
recorded as a reduction of retained earnings. Expenses of the ESOP, the
majority of which represents interest on the ESOP debt, totaled $8.3
million, $7.4 million and $7.5 million in 1995, 1994 and 1993. The ESOP
shares as of December 31 were as follows:
1995 1994
Released and allocated shares 1,053,087 884,373
Unreleased shares 1,804,056 1,972,770
2,857,143 2,857,143
In the first quarter of 1994, the Company adopted Financial Accounting
Standards Board Statement No. 112 (FAS 112), "Employers' Accounting for
Postemployment Benefits." The new rules require recognition of a liability
for certain disability and severance benefits to former or inactive
employees. The cumulative effect of the accounting change was $3.2
million. The ongoing expenses associated with the adoption of this
standard are not significant.
29
Accrued Liabilities
December 31
In thousands 1995 1994
Warranties $ 31,035 $ 42,977
Advertising/sales promotion 28,297 27,315
Other 96,709 75,794
$ 156,041 $ 146,086
Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amount of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes.
Significant components of the Company's deferred tax assets and
liabilities are as follows:
December 31
In thousands 1995 1994
Deferred tax assets (liabilities):
Tax over book depreciation $ (93,173) $(107,662)
Postretirement benefit obligation 167,783 160,291
Product warranty/liability accruals 22,473 18,887
Pensions and other employee benefits 11,112 (37,284)
Capital loss carryforward 37,876
Net operating loss carryforwards 4,456 67,562
Foreign tax credit carryforward 6,277
Other 9,037 (6,664)
159,564 101,407
Less valuation allowance for deferred tax assets (40,492) (21,799)
Net deferred tax assets $ 119,072 $ 79,608
Recognized in statements of consolidated
financial condition:
Deferred tax assets--current $ 42,785 $ 45,589
Deferred tax liabilities--current (956)
Deferred tax assets--noncurrent 91,610 72,394
Deferred tax liabilities--noncurrent (14,367) (38,375)
Net deferred tax assets $ 119,072 $ 79,608
At December 31, 1995, the Company has available for tax purposes
approximately $13 million of net operating loss carryforwards outside the
United States which expire in various years through 2005. The Company also
has a capital loss carryforward available in the United States of $108
million which expires in the year 2000.
Income (loss) before income taxes, extraordinary item and cumulative
effect of accounting change consists of the following:
Year Ended December 31
In thousands 1995 1994 1993
United States $ 65,041 $ 230,320 $ 162,554
Non-United States (5,237) 11,017 (72,684)
$ 59,804 $ 241,337 $ 89,870
Significant components of the provision for income taxes are as follows:
30
Year Ended December 31
In thousands 1995 1994 1993
Current provision:
Federal $ 81,200 $ 78,200 $ 51,700
State 16,400 16,400 9,100
Non-United States 1,100 12,900 20,000
98,700 107,500 80,800
Deferred provision:
Federal (19,900) (9,400) 400
State (5,200) (2,500) 700
Non-United States 1,200 (5,400) (43,300)
(23,900) (17,300) (42,200)
Provision for income taxes $ 74,800 $ 90,200 $ 38,600
Significant items impacting the effective income tax rate are as follows:
Year Ended December 31
In thousands 1995 1994 1993
Income before extraordinary item and
cumulative effect of accounting
change computed at the statutory
United States income tax rate $ 20,900 $ 84,500 $ 31,500
Increase (reduction) resulting from:
Tax benefit associated with
European operating losses and
reorganization costs (20,000)
Non-United States losses with no
tax benefit 400 5,800
Goodwill amortization 3,200 3,200 3,200
Effect of business disposition 46,000 7,800
Effect of statutory rate
differences outside the United
States 900 100 2,500
State income taxes, net of
federal tax benefit 7,300 9,000 6,400
Tax credits arising outside the
United States (1,200) (600) (800)
Effect of tax rate changes on
deferred taxes (2,500)
Other-net (2,700) 400 (1,700)
Provision for income taxes $ 74,800 $ 90,200 $ 38,600
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 $21
million at December 31, 1995), taxes which would result from distribution
have not been provided on such earnings. If such earnings were
distributed, additional taxes payable would be significantly reduced by
available tax credits arising from taxes paid outside the United States.
Income taxes paid, net of refunds received, during 1995, 1994 and 1993
were $123 million, $103 million, and $68.3 million, respectively.
Notes Payable
Notes payable at December 31, 1994 consisted of notes payable to banks of
$29 million, in addition to $16 million in commercial paper borrowings.
The Company's commercial paper program is supported by a credit agreement
totaling $400 million which expires on July 27, 2000. Subject to certain
exceptions, the credit agreement requires the Company to be within certain
31
quarterly levels of maximum leverage and minimum interest coverage. At
December 31, 1995, the Company was in compliance with all covenants. The
weighted average interest rate on all notes payable and commercial paper
borrowings was 6.5 percent at December 31, 1994. There were no notes
payable and commercial paper borrowings at December 31, 1995.
Long-Term Debt
Long-term debt consisted of the following:
December 31
In thousands 1995 1994
Notes payable with interest payable semiannually:
Due May 15, 2002 at 9.75% $ 177,425 $ 200,000
Due July 15, 1999 at 8.875% 148,550 175,000
Due July 1, 1997 at 8.875% 53,741 100,000
Medium-term notes, maturing from 2001 to 2010,
from 7.69% to 9.03% with interest payable
semiannually 101,500 162,750
Employee stock ownership plan notes payable
semiannually through July 2, 2004 at 9.35% 55,373 57,504
Other 3,191 11,362
539,780 706,616
Less current maturities of long-term debt 3,201 43,411
Long-term debt $ 536,579 $ 663,205
The 9.75 percent notes, the 8.875 percent notes due in 1999 and 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 in Company control and a credit rating decline.
The fair value of the Company's long-term debt, based on public quotes
if available, exceeded the amount recorded in the statements of
consolidated financial condition at December 31, 1995 and 1994 by $68.1
million and $17.3 million, respectively.
Interest paid during 1995, 1994 and 1993 was $60.2 million, $75.2
million, and $76.2 million. The aggregate maturities of long-term debt in
each of the next five years is as follows (in thousands): 1996-$3,201;
1997-$57,489; 1998-$4,378; 1999-$153,696; 2000-$6,119.
In 1995, the Company retired $116.5 million of long-term debt.
Included in this amount was $22.6 million of the 9.75 percent notes due May
15, 2002, $26.4 million of the 8.875 percent notes due July 15, 1999, $46.3
million of the 8.875 percent notes due July 1, 1997 and $21.2 million of
medium term notes ranging in maturities from November 15, 2001 to February
23, 2010. As a result of these early retirements, the Company recorded an
after-tax charge of $5.5 million (net of income tax benefit of $3.6
million), which has been reflected in the consolidated statement of income
(loss) as an extraordinary item.
Forward Foreign Exchange Contracts
The Company has entered into contracts to hedge its exposure to
fluctuations in foreign currency exchange rates. These contracts usually
consist of forward rate agreements and options, which give the Company the
right but not the obligation to convert foreign currency to U.S. dollars at
a pre-determined rate. Counterparties to these agreements are major
international financial institutions.
The Company uses these instruments to hedge exposures resulting from
certain monetary assets and liabilities as well as firm commitments and
certain anticipated foreign exchange transactions resulting from the export
32
and import of products and supplies. The purpose of the Company's foreign
currency hedging activities is to protect the Company from the risk that
the eventual cash flows resulting from these transactions could be
adversely affected by changes in exchange rates.
At December 31, 1995 the Company had forward exchange contracts for the
exchange of Canadian dollars, all having maturities of less than twelve
months, in the amount of U.S. $57.9 million. The Company also had option
contracts, with maturities of less than twelve months, to exchange Canadian
dollars to U.S. dollars in the amount U.S. $9.5 million. Gains and losses
recognized from these contracts in 1995 were not significant.
Leases
The Company leases buildings, machinery, equipment and automobiles under
operating leases. Rental expense for operating leases amounted to $20.6
million, $24.4 million, and $22.8 million for 1995, 1994 and 1993.
Minimum lease payments under leases expiring subsequent to December 31,
1995 are:
Year Ending In thousands
1996 $ 14,441
1997 8,625
1998 6,249
1999 5,293
2000 4,100
Thereafter 8,745
Total minimum lease payments $ 47,453
Stock Options
In 1992, the shareowners approved the 1992 stock option plan for executives
and key employees. The plan provides that options could be granted to key
employees for not more than 3.6 million shares of the Common stock of the
Company. The option price under the plan is the fair market value at the
date of the grant. Options may not be exercised until one year after the
date granted. In the event of a change of Company control, all options
become immediately exercisable.
Under the Company's 1986 plan which expired in 1991, options to
purchase 1.6 million shares of Common stock were granted at the market
value at the date of grant. Some options were also granted under this plan
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
option price and the market value of the shares being surrendered.
In April 1990, the Company's shareowners approved the Maytag
Corporation 1989 Stock Option Plan for Non-Employee Directors which
authorizes the issuance of up to 250,000 shares of Common stock to the
Company's non-employee directors. Options under this plan are immediately
exercisable upon grant.
Option shares outstanding under all of the plans described above total
4.0 million at December 31, 1995. The following is a summary of certain
information relating to these plans:
33
Average Option
Price Shares SAR
Outstanding December 31, 1992 $15.09 2,013,137 587,949
Granted 15.92 599,060
Exercised 12.89 (101,156) (5,360)
Exchanged for SAR 12.53 (5,360)
Canceled or expired 16.26 (147,080) (85,728)
Outstanding December 31, 1993 15.33 2,358,601 496,861
Granted 15.78 650,216
Exercised 13.66 (211,689) (6,610)
Exchanged for SAR 12.40 (6,610)
Canceled or expired 15.40 (78,765) (77,828)
Outstanding December 31, 1994 15.53 2,711,753 412,423
Granted 17.62 1,745,420
Exercised 14.88 (352,320) (8,905)
Exchanged for SAR 14.21 (8,905)
Canceled or expired 16.20 (130,650) (68,845)
Outstanding December 31, 1995 16.47 3,965,298 334,673
Options for 2,236,868 shares, 2,082,747 shares and 1,777,361 shares
were exercisable at December 31, 1995, 1994 and 1993. There were 507,334
shares available for future grants at December 31, 1995. In the event of a
change in Company control, all stock options granted become immediately
exercisable.
Stock Awards
In 1991, the shareowners approved the 1991 Stock Incentive Award Plan For
Key Executives. This plan authorizes the issuance of up to 2.5 million
shares of Common stock to certain key employees of the Company, of which
1,700,250 shares are available for future grants as of December 31, 1995.
Under the terms of the plan, the granted stock vests three years after the
award date and is contingent upon pre-established performance objectives.
In the event of a change of Company control, all incentive stock awards
become fully vested. No incentive stock awards may be granted under this
plan on or after May 1, 1996.
Incentive stock awards outstanding at December 31, 1995 and amounts
charged to expense for the anticipated payout are:
In thousands except per share data
Charged to Expense
Grant Shares
Year of Grant Outstanding 1995 1994 1993
1995 182,470 $ 1,819 $ $
1994 174,327 2,273 2,005
1993 383,248 5,285 4,122 3,651
740,045 $ 9,377 $ 6,127 $ 3,651
Shareowners' Equity
The Company has 24 million authorized shares of Preferred stock, par value
$1 per share, none of which is issued.
Pursuant to a Shareholder Rights Plan approved by the Company in 1988,
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 $75.
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
34
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, 1998.
Industry Segment and Geographic Information
Principal financial data by industry segment is as follows:
In thousands 1995 1994 1993
Net sales
Home appliances $2,844,811 $3,180,766 $2,830,457
Vending equipment 194,713 191,749 156,597
Total $3,039,524 $3,372,515 $2,987,054
Income before income taxes,
extraordinary item and cumulative
effect of accounting change
Home appliances $ 295,806 $ 334,027 $ 163,177
Vending equipment 23,466 21,866 17,944
General corporate (31,038) (33,125) (22,243)
Operating income 288,234 322,768 158,878
Interest expense (52,087) (74,077) (75,364)
Other (see statements of
consolidated income/loss) (176,343) (7,354) 6,356
Total $ 59,804 $ 241,337 $ 89,870
Capital expenditures-net
Home appliances $ 140,549 $ 75,017 $ 92,194
Vending equipment 3,998 1,902 1,028
General corporate 3,802 2,105 2,768
Total $ 148,349 $ 79,024 $ 95,990
Depreciation and amortization
Home appliances $ 105,271 $ 113,160 $ 105,916
Vending equipment 4,307 4,434 4,377
General corporate 2,283 1,764 1,488
Total $ 111,861 $ 119,358 $ 111,781
Identifiable assets
Home appliances $1,593,538 $2,053,175 $2,147,174
Vending equipment 94,299 98,109 103,765
General corporate 437,229 353,043 218,559
Total $2,125,066 $2,504,327 $2,469,498
35
Information about the Company's operations in different geographic
locations is as follows:
In thousands 1995 1994 1993
Net sales
North America $ 2,858,347 $ 2,831,583 $ 2,468,374
Europe 181,177 398,966 390,761
Australia and New Zealand 141,966 127,919
Total $ 3,039,524 $ 3,372,515 $ 2,987,054
Income before income taxes,
extraordinary item and
cumulative effect of accounting
change
North America $ 326,451 $ 342,887 $ 251,328
Europe (7,179) 420 (73,581)
Australia and New Zealand 12,586 3,374
General corporate (31,038) (33,125) (22,243)
Operating income 288,234 322,768 158,878
Interest expense (52,087) (74,077) (75,364)
Other (see statements of
consolidated income/loss) (176,343) (7,354) 6,356
Total $ 59,804 $ 241,337 $ 89,870
Identifiable assets
North America $ 1,687,837 $ 1,768,629 $ 1,794,271
Europe 382,655 359,323
Australia and New Zealand 97,345
General corporate 437,229 353,043 218,559
Total $ 2,125,066 $ 2,504,327 $ 2,469,498
Sales between affiliates of different geographic regions are not
significant. The amount of exchange gain or loss included in operations in
any of the years presented was not significant.
In June 1995, the Company sold its home appliance operations in Europe
and in December 1994, the Company sold its home appliance operations in
Australia and New Zealand.
The general Corporate asset category includes items such as cash,
deferred tax assets, pension investments and other assets.
Prior to the quarter ended December 31, 1994, the Company's European
subsidiaries were consolidated as of a date one month earlier than
subsidiaries in the United States. In the fourth quarter of 1994, this one
month reporting lag was eliminated and European results for the quarter
ended December 31, 1994 include activity for four months. The effect of
this change increased net sales by $25.2 million in the fourth quarter and
the impact on income before income taxes and cumulative effect of
accounting change was not significant.
In 1993 the Company incurred $60.4 million in pretax charges for two
"free flights" promotion programs in Europe ($50 million in a special
charge and $10.4 million in selling, general and administrative expenses).
Supplementary Expense Information
Year Ended December 31
In thousands 1995 1994 1993
Advertising costs $ 134,411 $ 153,233 $ 136,452
Research and development expenses 47,013 45,926 42,717
The Company expenses the production costs of advertising as incurred.
36
Contingencies and Disclosure of Certain Risks and Uncertainties
In connection with the sale of the Company's home appliance operations in
Europe, the terms of the contract provide for a post closing adjustment to
the price under which the company has asserted an additional amount of
approximately $15 million is owed by the buyer. The post closing
adjustment is in dispute and may ultimately depend on the decision of an
independent third party. Also in connection with the sale, the Company has
made various warranties to the buyer, including the accuracy of tax net
operating losses in the United Kingdom, and has agreed to indemnify the
buyer for liability resulting from customer claims under the "free flights"
promotions in excess of the reserve balance at the time of sale. There are
limitations on the Company's liability in the event the buyer incurs a loss
as a result of breach of the warranties. The Company does not expect the
resolution of these items to have a material adverse effect on its
financial condition.
The Company recently announced that it will conduct an in-home
inspection program to eliminate a potential problem with a small electrical
component in Maytag brand dishwashers. Although the ultimate cost of the
repair will not be known until the inspection program is complete, it is
not expected to have a material impact on the Company's results. The
Company will seek reimbursement from the supplier of the component.
Approximately $43 million of receivables were sold to a third party
during 1995 with full or partial recourse. The outstanding balance on such
receivables at December 31, 1995 was $28 million of which the Company has a
contingent liability of $20 million should all of the receivables become
uncollectible.
In connection with several major manufacturing projects, the Company
has outstanding commitments for capital expenditures of $60 million at
December 31, 1995.
Other contingent liabilities arising in the normal course of business,
including guarantees, repurchase agreements, pending litigation,
environmental issues, taxes and other claims are not considered to be
significant in relation to the Company's consolidated financial position.
Quarterly Results of Operations (Unaudited)
The following is a summary of unaudited quarterly results of operations for
the years ended December 31, 1995 and 1994.
In thousands except per share December September June March
data 31 30 30 31
1995
Net sales $ 689,541 $ 726,371 $ 803,479 $ 820,133
Gross profit 179,721 187,630 200,333 221,224
Income (loss) before
extraordinary item 16,616 30,003 (101,146) 39,531
Per average share 0.16 0.28 (0.95) 0.37
Net income (loss) 16,616 27,946 (104,569) 39,531
Per average share $ 0.16 $ 0.26 $ (0.98) $ 0.37
1994
Net sales $ 862,635 $ 848,930 $ 870,385 $ 790,565
Gross profit 211,774 230,570 229,616 204,490
Income before cumulative
effect of accounting change 17,967 61,030 41,141 30,999
Per average share 0.17 0.57 0.39 0.29
Net income 17,967 61,030 41,141 27,809
Per average share $ 0.17 $ 0.57 $ 0.39 $ 0.26
In the second quarter of 1995, the Company sold its home appliance
37
operations in Europe. In the fourth quarter of 1994, the Company sold its
home appliance operations in Australia and New Zealand. See Industry
Segment and Geographic Information for financial information related to
these businesses.
The quarter ended June 30, 1995 includes a $135.4 million after-tax
loss on the sale of the Company's home appliance operations in Europe. The
quarter ended September 30, 1995 includes 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. The quarter ended December 31, 1995 includes a
$10.8 million after-tax loss on guarantee of indebtedness relating to the
sale of one of its manufacturing facilities in 1992 and a $3.6 million
after-tax loss on the disposal of its Dixie-Narco manufacturing operations
in Eastlake, Ohio.
The quarter ended September 30, 1994 includes a $20 million one-time
tax benefit associated with the funding of reorganization costs in Europe
over the past several years. The quarter ended December 31, 1994 includes a
$16.4 million after-tax loss from the sale of the Company's home appliance
operations in Australia.
Prior to the quarter ended December 31, 1994, the Company's European
subsidiaries were consolidated as of a date one month earlier than
subsidiaries in the United States. In the fourth quarter of 1994, this one
month reporting lag was eliminated and European results for the quarter
ended December 31, 1994 include activity for four months. The effect of
this change increased net sales by $25.2 million in the fourth quarter and
the impact on gross profit and net income was not significant.
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 1 through 8 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 13 through 23 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 pages 23 and 24 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.
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 6 through 8 of the Proxy
Statement.
38
Item 13. Certain Relationships and Related Transactions.
Information concerning certain relationships and related transactions is
incorporated herein by reference from pages 2 through 5 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 41.
(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 42 through 45.
(b) A report on Form 8-K was filed during the fourth quarter of 1995
disclosing that the Company entered into a letter of intent to sell the
business and assets of its Dixie-Narco, Inc., manufacturing operation
in Eastlake, Ohio.
(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 42
through 45.
(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 41.
39
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 LEONARD A. HADLEY
Leonard A. Hadley
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 GERALD J. PRIBANIC s/s NEELE E. STEARNS
Gerald J. Pribanic Neele E. Stearns, Jr.
Executive Vice President and Director
Chief Financial Officer
s/s STEVEN H. WOOD s/s HOWARD L. CLARK Jr.
Steven H. Wood Howard L. Clark, Jr.
Vice President Financial Reporting Director
and Auditing and Chief Accounting
Officer
s/s EDWARD C. CAZIER s/s FRED G. STEINGRABER
Edward C. Cazier, Jr. Fred G. Steingraber
Director Director
s/s CAROLE J. UHRICH s/s BARBARA ALLEN
Carole J. Uhrich Barbara R. Allen
Director Director
s/s P. S. WILLMOTT s/s BERNARD G. RETHORE
Peter S. Willmott Bernard G. Rethore
Director Director
Date: March 22, 1996
40
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, 1995
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
Statements of Consolidated Income (Loss)--Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . 18
Statements of Consolidated Financial Condition--
December 31, 1995 and 1994 . . . . . . . . . . . . . . . . 19
Statements of Consolidated Shareowners' Equity--Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . 21
Statements of Consolidated Cash Flows--Years Ended
December 31, 1995, 1994 and 1993 . . . . . . . . . . . . . 23
Notes to Consolidated Financial Statements . . . . . . . . . 24
Quarterly Results of Operations--Years 1995 and 1994 . . . . 37
The following consolidated financial statement schedule of Maytag
Corporation and subsidiaries is included in Item 14(d):
Schedule II Valuation and Qualifying Accounts . . . . . . . 46
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.
41
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) By-Laws of Registrant, as amended through 1993 Annual
February 7, 1991. Report on
Form 10-K
4(a) Rights Agreement dated as of May 2, 1988 Current
between Registrant and The First National Report on
Bank of Boston. Form 8-K
dated May 5,
1988,
Exhibit 1.
4(b) Amendment, dated as of September 24, 1990 Current
to the Rights Agreement, dated as of May Report on
2, 1988 between the Registrant and The Form 8-K
First National Bank of Boston. dated
October 3,
1990,
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.
42
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) U.S. $300,000,000 Credit Agreement Dated 1994 Annual
as of July 14, 1994 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. (Superseded by
$400,000,000 Agreement of July 28, 1995.)
4(g) U.S. $400,000,000 Credit Agreement Dated X
as of July 28, 1995 among Registrant, the
banks Party Hereto and Bank of Montreal,
Chicago Branch as Agent and Royal Bank of
Canada as Co-Agent.
4(h) 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
10(b) Executive Severance Agreements (1). X
10(c) Corporate Severance Agreements (1). 1989 Annual
Report on
Form 10-K.
10(d) Revised definition of Change of Control X
adopted by the Board of Directors
amending the definition included in the
Executive Severance Agreement listed in
Exhibits 10(b) and 10(c).
10(e) Severance Agreement with Jerry Schiller, 1993 Annual
former Chief Financial Officer of Maytag Report on
Corporation (1). Form 10-K
43
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
10(f) Severance Agreement with Joseph Fogliano, X
former Executive Vice President and
President North American Appliance Group
(1).
10(g) 1989 Non-Employee Directors Stock Option Exhibit A to
Plan (1). Registrant's
Proxy
Statement
dated March
18, 1990.
10(h) 1986 Stock Option Plan for Executives and Exhibit A to
Key Employees (1). Registrant's
Proxy
Statement
dated March
14, 1986.
10(i) 1992 Stock Option Plan for Executives and Exhibit A to
Key Employees (1). Registrant's
Proxy
Statement
dated March
16, 1992.
10(j) 1991 Stock Incentive Award Plan for Key Exhibit A to
Executives (1). Registrant's
Proxy
Statement
dated March
15, 1991.
10(k) Directors Deferred Compensation Plan (1). Amendment
No. 1 on
Form 8 dated
April 5,
1990 to 1989
Annual
Report on
Form 10-K.
10(l) 1988 Capital Accumulation Plan for Key Amendment
Employees (1). (Superseded by Deferred No. 1 on
Compensation Plan, as amended and Form 8 dated
restated effective January 1, 1996) April 5,
1990 to 1989
Annual
Report on
Form 10-K.
44
Incorporated Filed with
Exhibit Herein by Electronic
Number Description of Document Reference to Submission
10(m) Maytag Deferred Compensation Plan, as X
amended and restated effective January 1,
1996.
10(n) Directors Retirement Plan (1). Amendment
No. 1 on
Form 8 dated
April 5,
1990 to 1989
Annual
Report on
Form 10-K.
11 Computation of Per Share Earnings. X
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 X
45
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
Beginning Charged to Charged to Describe End of
of Period Costs and Other Period
Expenses Accounts--
Describe
Year ended December 31, 1995:
Allowance for doubtful $20,037 $ 16,630 $19,387 $12,540
accounts receivable (183)
4,923
$20,037 $ 16,630 $24,127 $12,540
Year ended December 31, 1994:
Allowance for doubtful $15,629 $ 12,412 $ 2,703 $20,037
accounts receivable 5,852
(551)
$15,629 $ 12,412 $ 8,004 $20,037
Year ended December 31, 1993:
Allowance for doubtful $16,380 $ 6,678 $ 7,054 $15,629
accounts receivable 375
$16,380 $ 6,678 $ 7,429 $15,629
Note - Uncollectible accounts written off
Note - Effect of foreign currency translation
Note - Resulting from divestiture of the Company's European Operations and Australian Operations
in June 1995 and December 1994, respectively.
46