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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  For the Fiscal Year Ended December 31, 2002

 

¨   Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  For the transition period from                          to                         

 

Commission file number 1-655

 

MAYTAG CORPORATION

 

A Delaware Corporation

 

I.R.S. Employer Identification No. 42-0401785

 

403 West Fourth Street North, Newton, Iowa 50208

 

Registrant’s telephone number, including area code: 641-792-7000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class


 

Name of each exchange on

which registered


Common Stock, $1.25 par value

 

New York Stock Exchange

Preferred Stock Purchase Rights

 

New York Stock Exchange

7.875% Public Income Notes

 

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.    x

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act  Rule 12b-2).    Yes  x    No  ¨

 

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 10, 2003 was $1,756,537,428. The number of shares outstanding of the registrant’s common stock (par value $1.25) as of the close of business on March 10, 2003 was 78,277,069.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

As noted in Part III of this Form 10-K, portions of the registrant’s proxy statement for its annual meeting of shareholders to be held May 8, 2003 have been incorporated by reference.

 



Table of Contents

 

MAYTAG CORPORATION

 

2002 ANNUAL REPORT ON FORM 10-K CONTENTS

 

Item


       

Page


PART I:

    

  1.

  

Business

  

1

    

Business—Home Appliances

  

1

    

Business—Commercial Appliances

  

2

  2.

  

Properties

  

3

  3.

  

Legal Proceedings

  

3

  4.

  

Submission of Matters to a Vote of Security Holders

  

3

    

Executive Officers of the Registrant

  

4

PART II:

         

  5.

  

Market for the Registrant’s Common Equity and Related Stockholder Matters

  

5

  6.

  

Selected Financial Data

  

5

  7.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

7

  7A.

  

Quantitative and Qualitative Disclosures About Market Risk

  

21

  8.

  

Financial Statements and Supplementary Data

  

22

  9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

  

57

PART III:

    

10.

  

Directors and Executive Officers of the Registrant

  

57

11.

  

Executive Compensation

  

57

12.

  

Security Ownership of Certain Beneficial Owners and Management and
Related Sockholder Matters

  

57

13.

  

Certain Relationships and Related Transactions

  

57

14.

  

Controls and Procedures

  

57

PART IV:

    

15.

  

Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  

57

Signatures

  

58

Certifications

  

59

 


Table of Contents

PART I

 

Item 1.     Business.

 

Maytag is a leading producer of home and commercial appliances. Its products are sold to customers throughout North America and in international markets. Maytag was organized as a Delaware corporation in 1925.

 

Maytag is among the top three major appliance companies in the North American market, offering consumers a full line of washers, dryers, dishwashers, refrigerators and ranges distributed through large and small retailers across the U.S. and Canada. Maytag also has a significant presence in the commercial laundry market. Maytag’s Hoover brand is the market leader in North America floor care products.

 

Maytag owns Dixie-Narco, one of the original brand names in the vending machine industry and today the leading manufacturer of soft drink can and bottle vending machines in the United States. Dixie-Narco venders are sold primarily to major soft drink bottlers such as Coca-Cola and Pepsico.

 

In commercial cooking appliances, Maytag owns Jade Range, a leading manufacturer of premium-priced commercial ranges under the Jade brand and commercial-style ranges for the residential market under the Dynasty brand.

 

Maytag makes significant annual capital investments that have led directly to demonstrable and superior product innovations in its strongest brands. Superior product performance reinforces brand positioning; product and brand positioning drive average pricing and distribution.

 

The Company operates in two business segments: home appliances and commercial appliances. Sales to Sears, Roebuck and Co. represented 13%, 12% and 12% of consolidated net sales in 2002, 2001 and 2000, respectively. Financial and other information relating to these reportable business segments is included in Part II, Items 7 and 8.

 

Home Appliances

 

The home appliances segment represented 94.8 percent of consolidated net sales in 2002.

 

The operations of the Company’s home appliances segment manufacture laundry products, dishwashers, refrigerators, cooking appliances and floor care products. These products are primarily sold to major national retailers and independent retail dealers in North America and targeted international markets. These products are sold primarily under the Maytag, Amana, Hoover, Jenn-Air and Magic Chef brand names. Included in this segment is Maytag International, Inc., the Company’s international marketing subsidiary that administers the sale of home appliances and licensing of certain home appliance brands in markets outside the United States.

 

A portion of the Company’s operations and sales is outside the United States. The risks involved in foreign operations vary from country to country and include tariffs, trade restrictions, changes in currency values, economic conditions and international relations.

 

The Company uses basic raw materials such as steel, copper, aluminum, rubber and plastic in its manufacturing processes 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 that are important in the manufacture of its products. The Company also holds a number of trademark registrations of which the most important are ADMIRAL, AMANA, HOOVER, JENN-AIR, MAGIC CHEF, MAYTAG, and the associated corporate symbols.

 

The Company’s home appliance business is generally not considered seasonal.

 

A portion of the Company’s accounts receivable is concentrated among major retailers. A significant loss of business with any of these national retailers could have an adverse impact on the Company’s ongoing operations.

 

The dollar amount of backlog orders of the Company is not considered significant for home appliances in relation to the total annual dollar volume of sales. Because it is the Company’s practice to maintain a level of inventory sufficient to cover anticipated shipments and since orders are generally shipped upon receipt, a large backlog would be unusual.

 

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Table of Contents

 

The home appliances market is highly competitive with the two principal major appliances competitors being larger than the Company. The Company is focused on growth through product innovation that supports superior product performance in the Company’s premium brands. The Company uses brand image, product quality, customer service, advertising and warranty as competitive tools.

 

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. Most of the research and development expenditures relate to the home appliances segment.

 

Although the Company has manufacturing sites with environmental concerns, compliance with laws and regulations regarding the discharge of materials into the environment or relating to the protection of the environment have not had a significant effect on capital expenditures, earnings or the Company’s competitive position.

 

The Company has been identified as one of a group of potentially responsible parties by state and federal environmental protection agencies in remedial activities related to various “superfund” sites in the United States. The Company presently does not anticipate any significant adverse effect upon its earnings or financial condition arising from resolution of these matters. Additional information regarding environmental remediation is included in Part II, Item 8.

 

The Company is subject to changes in government mandated energy and environmental standards regarding appliances that may become effective over the next several years. The Company is in compliance with existing standards where it does business. As any new standards that effect the entire appliance industry become effective, the Company intends to be in compliance with the new standards where it does business.

 

The number of employees of the Company in the home appliances segment as of December 31, 2002 and 2001 were 19,378 and 20,288, respectively. Approximately 44 percent and 43 percent of these employees were covered by collective bargaining agreements as of December 31, 2002 and 2001, respectively.

 

 

Commercial Appliances

 

The commercial appliances segment represented 5.2 percent of consolidated net sales in 2002.

 

The operations of the Company’s commercial appliances segment manufacture commercial cooking under the Jade and Dynasty brand names and vending equipment under the Dixie Narco Brand name. These products are primarily sold to distributors, soft drink bottlers, restaurant chains and dealers in North America and targeted international markets.

 

The Company uses steel as a basic raw material in its manufacturing processes in addition to purchased motors, compressors and other components. These materials are supplied by established sources and the Company anticipates that such sources will, in general, be able to meet its future requirements.

 

The Company holds a number of patents that are important in the manufacture of its products. The Company also holds a numbers of trademark registrations of which the most important are DIXIE-NARCO and JADE and the associated corporate symbols.

 

Commercial appliance sales are considered seasonal to the extent that the Company normally experiences lower sales in the fourth quarter compared to other quarters.

 

Within the commercial appliances segment, the Company’s vending equipment sales are dependent upon a few major soft drink suppliers. Therefore, the loss of one or more of these customers could have a significant adverse effect on the commercial appliances segment.

 

The dollar amount of backlog orders of the Company is not considered significant for commercial appliances in relation to the total annual dollar volume of sales. Because it is the Company’s practice to maintain a level of inventory sufficient to cover shipments and since orders are generally shipped upon receipt, a large backlog would be unusual.

 

The Company uses brand image, product quality, product innovation, customer service, warranty and price as competitive tools.

 

 

2


Table of Contents

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.

 

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 have not had a significant effect on capital expenditures, earnings or the Company’s competitive position.

 

The number of employees of the Company in the commercial appliances segment as of December 31, 2002 and 2001 were 1,265 and 1,293, respectively.

 

Available Information

 

The Company maintains an Internet website at www.maytagcorp.com where its Annual Report on Form 10K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports are available, without charge, as reasonably practicable following the time they are filed with or furnished to the SEC.

 

Item 2.     Properties.

 

The Company’s corporate headquarters are located in Newton, Iowa. Major offices and manufacturing facilities in the United States related to the home appliances segment are located in: Newton, Iowa; Galesburg, Illinois; Cleveland, Tennessee; Jackson, Tennessee; Milan, Tennessee; Herrin, Illinois; Amana, Iowa; Florence, South Carolina; Searcy, Arkansas; North Canton, Ohio; and El Paso, Texas. The Company also has facilities that are located in Reynosa, Mexico and Juarez, Mexico. The Company has announced its plan to close the facility located in Galesburg, Illinois by the end of 2004.

 

 

Major offices and manufacturing facilities in the United States related to the commercial appliances segment are located in Williston, South Carolina and Commerce, California.

 

The facilities for the home appliances and commerical appliances segments are well maintained, suitably equipped and in good operating condition. The facilities had sufficient capacity to meet production needs in 2002, and the Company expects that such capacity will be adequate for planned production in 2003. The Company’s major capital projects and planned capital expenditures for 2003 are described in Part II, Item 7.

 

The Company also owns or leases sales offices and warehouses in many large metropolitan areas throughout the United States and Canada. Lease commitments are included in Part II, Item 8.

 

Item 3.     Legal Proceedings.

 

The Company is involved in contractual disputes, environmental, administrative and legal proceedings and investigations of various types. Although any litigation, proceeding or investigation has an element of uncertainty, the Company believes that the outcome of any proceeding, lawsuit or claim which is pending or threatened, or all of them combined, will not have a significant adverse effect on its consolidated financial position. The Company’s contingent liabilities are discussed in Part II, Item 8.

 

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 2002 through a solicitation of proxies or otherwise.

 

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Table of Contents

 

EXECUTIVE OFFICERS OF THE REGISTRANT

 

Name


  

Office Held


    

First Became

an Officer


  

Age


Ralph F. Hake

  

Chairman and Chief Executive Officer

    

2001

  

54

William L. Beer

  

President, Maytag Appliances

    

1993

  

50

R. Craig Breese

  

President, Maytag International

    

2001

  

50

Thomas A. Briatico

  

President, Dixie-Narco, Inc.

    

1985

  

55

Steven J. Klyn

  

Vice President and Treasurer

    

2000

  

37

Mark W. Krivoruchka

  

Senior Vice President Human Resources

    

2002

  

48

Karen J. Lynn

  

Vice President Communications

    

2002

  

46

Keith G. Minton

  

President, The Hoover Company

    

1989

  

55

Ernest Park

  

Senior Vice President and Chief Information Officer

    

2000

  

49

Thomas J. Piersa

  

Vice President Global Procurement

    

2000

  

51

Roy A. Rumbough, Jr.

  

Vice President and Corporate Controller

    

2002

  

47

Roger K. Scholten

  

Senior Vice President and General Counsel

    

2000

  

48

Steven H. Wood

  

Executive Vice President and Chief Financial Officer

    

1992

  

45

 

Each of the executive officers has served the Company in various executive or administrative positions for at least the last five years except for:

 

Name


  

Company / Position


  

Period


Ralph F. Hake

  

Fluor Corporation, an engineering, procurement, construction, maintenance and business services company Executive Vice President and Chief Financial Officer     

  

1999–2001

    

Whirlpool Corporation, a manufacturer of home appliances

Various Positions ending as Senior Executive Vice President and Chief Financial Officer

  

1987–1999

R. Craig Breese

  

Viskase Corporation, a manufacturer of products used by the meat and poultry industry

Various Positions ending as Executive Vice President

  

1990–2001

Mark W. Krivoruchka

  

MK Strategic Resources, Inc., a consulting firm specializing in strategic business initiatives

President

  

1997–2002

Karen J. Lynn

  

ConAgra Foods, a food processing company

Director Communications ending as Vice President Communications

  

2000–2002

    

Quaker Oats, a food and beverage company
Senior Manager Strategic Communications

  

1997–2000

Ernest Park

  

Honeywell Global Business Services, a diversified technology and manufacturing company

Vice President and Chief Information Officer

  

1999–2000

    

Allied Signal Business Services, a diversified technology and manufacturing company

Vice President and Chief Information Officer

  

1996–1999

Thomas J. Piersa

  

York International Corporation, a manufacturer of heating, ventilating, air conditioning and refrigeration equipment Vice President Worldwide Supply Chain Management

  

1998–2000

    

Eastman Kodak Co, a manufacturer and marketer of imaging products and services

Various Positions ending as Manager Worldwide Strategic Sourcing

  

1978–1998

 

4


Table of Contents

 

PART II

 

Item 5.     Market for Registrant’s Common Equity and Related Stockholder Matters.

 

    

Sale Price of Common Shares


  

Dividends

Per Share


    

2002


  

2001


  
    

High


  

Low


  

High


  

Low


  

2002


  

2001


First quarter

  

$

45.75

  

$

29.83

  

$

37.40

  

$

30.50

  

$

0.18

  

$

0.18

Second quarter

  

 

47.94

  

 

41.25

  

 

36.00

  

 

29.07

  

 

0.18

  

 

0.18

Third quarter

  

 

42.87

  

 

22.20

  

 

34.00

  

 

22.25

  

 

0.18

  

 

0.18

Fourth quarter

  

 

31.78

  

 

18.84

  

 

31.79

  

 

24.00

  

 

0.18

  

 

0.18

 

The principal U.S. market the Company’s common stock is traded on is the New York Stock Exchange under the symbol MYG. As of March 10, 2003, the Company had 25,605 shareowners of record.

 

Item 6.     Selected Financial Data

 

    

2002(1)


    

2001(2)


    

2000(3)


    

1999(4)


    

1998


 
    

Dollars in thousands, except per share data

 

Net sales

  

$

4,666,031

 

  

$

4,185,051

 

  

$

3,891,500

 

  

$

3,948,060

 

  

$

3,706,191

 

Gross profit

  

 

1,004,602

 

  

 

864,842

 

  

 

985,481

 

  

 

1,077,320

 

  

 

1,011,096

 

Percent of sales

  

 

21.5

%

  

 

20.7

%

  

 

25.3

%

  

 

27.3

%

  

 

27.3

%

Operating income

  

$

359,495

 

  

$

289,152

 

  

$

439,715

 

  

$

572,488

 

  

$

510,549

 

Percent of sales

  

 

7.7

%

  

 

6.9

%

  

 

11.3

%

  

 

14.5

%

  

 

13.8

%

Income from continuing operations

  

$

191,401

 

  

$

167,538

 

  

$

216,367

 

  

$

328,582

 

  

$

281,938

 

Percent of sales

  

 

4.1

%

  

 

4.0

%

  

 

5.6

%

  

 

8.3

%

  

 

7.6

%

Basic earnings per share-continuing operations

  

$

2.46

 

  

$

2.19

 

  

$

2.78

 

  

$

3.80

 

  

$

3.07

 

Diluted earnings per share-continuing operations

  

 

2.44

 

  

 

2.13

 

  

 

2.63

 

  

 

3.66

 

  

 

3.00

 

Dividends paid per share

  

 

0.72

 

  

 

0.72

 

  

 

0.72

 

  

 

0.72

 

  

 

0.68

 

Basic weighted-average shares outstanding

  

 

77,735

 

  

 

76,419

 

  

 

77,860

 

  

 

86,443

 

  

 

91,941

 

Diluted weighted-average shares outstanding

  

 

78,504