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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 January 1, 2005

 

¨   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.   ¨

 

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 July 2, 2004 was $1,892,148,066. The number of shares outstanding of the registrant’s common stock (par value $1.25) as of the close of business on February 17, 2005 was 79,505,283.

 

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 scheduled to be held May 12, 2005 have been incorporated by reference.

 


 

 


Table of Contents

MAYTAG CORPORATION

 

2004 ANNUAL REPORT ON FORM 10-K CONTENTS

 

Item


        Page

PART I:

    

  1.

  

Business

   1
    

Business—Home Appliances

   1
    

Business—Commercial Products

   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 and Issuer Purchases of Equity Securities

   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

   20

  8.

  

Financial Statements and Supplementary Data

   21

  9.

  

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

   59

  9A.

  

Controls and Procedures

   59

PART III:

    

  10.

  

Directors and Executive Officers of the Registrant

   60

  11.

  

Executive Compensation

   60

  12.

  

Security Ownership of Certain Beneficial Owners and Management

   60

  13.

  

Certain Relationships and Related Transactions

   60

  14.

  

Principal Accounting Fees and Services

   60

PART IV:

    

  15.

  

Exhibits, Financial Statement Schedules

   60

Signatures

   61

 

 


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 four 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 a market leader in North American floor care products.

 

Maytag owns Dixie-Narco, one of the original brand names in the vending machine industry and currently the leading manufacturer of soft drink can and bottle vending machines in the U.S. 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 and commercial-style ranges for the residential market.

 

Maytag makes significant annual capital investments in product development striving for innovative features in its strongest brands. Superior product performance reinforces brand positioning; product and brand positioning drive pricing and distribution.

 

The Company operates in two business segments: Home Appliances and Commercial Products. Sales to Sears, Roebuck and Co. represented 13%, 15% and 13% of consolidated net sales in 2004, 2003 and 2002, respectively. Sales to Home Depot represented 10% of consolidated net sales in 2004. 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 94.4 percent of consolidated net sales in 2004.

 

The Home Appliances segment manufactures, sells and services laundry products, dishwashers, refrigerators, cooking appliances and floor care products. These products are sold primarily to major national retailers and independent retail dealers in North America and targeted international markets. These products are sold primarily under the Maytag, Amana, Hoover, Jenn-Air and Magic Chef brand names. Maytag also licenses certain home appliance brands in markets outside the United States. The Company has increased its emphasis on its in-home service business, which services major appliances manufactured by the Company and by other manufacturers. The segment also services floor care products manufactured by Maytag.

 

Portions of the Company’s operations and sales are outside the United States. The Company also outsources certain components and products from outside the United States for sale in 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 and the associated corporate symbols, of which the most important are ADMIRAL, AMANA, HOOVER, JENN-AIR, MAGIC CHEF, MAYTAG.

 

The Company’s Home Appliances business is generally not considered seasonal other than floor care to the extent that the Company normally experiences higher sales in the first quarter compared to other quarters.

 

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 is not considered significant for Home Appliances in relation to the total annual dollar volume of sales. It

 

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is the Company’s practice to maintain a level of inventory sufficient to cover anticipated shipments. Because orders are generally shipped upon receipt, a large backlog would be unusual.

 

Maytag’s principal competition is from other appliance manufacturers including Whirlpool, General Electric and Electrolux as well as several competitors from Asia and Europe. Product quality, price and functionality are the important areas of competitive differentiation. Maytag has positioned itself as a premium and mid-priced player in the industry based on product quality and innovative features. In addition, its brands are some of the most recognizable and respected names in the industry.

 

Expenditures for company-sponsored research and development 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 has not had a significant effect on the Company’s capital expenditures, results of operations, or 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 results of operations or financial condition arising from resolution of these matters. Additional information regarding environmental remediation is included in Part II, Item 8.

 

With regard to appliances, the Company is subject to changes in government mandated energy and environmental standards 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 affect the entire appliance industry become effective, the Company intends to be in compliance with those new standards.

 

The number of employees in the Home Appliances segment was approximately 16,900 as of January 1, 2005 and approximately 19,630 as of January 3, 2004. The decrease was primarily the result of a reduction in salaried personnel because of a reorganization in 2004 to consolidate the Hoover floor care, Maytag Appliances, and corporate headquarters organizations as well a reduction in production personnel primarily due to the closing of a manufacturing facility in Galesburg, Illinois. Approximately 40 percent of this segment’s employees were covered by collective bargaining agreements as of January 1, 2005, and January 3, 2004, respectively. Collective bargaining agreements covering Maytag’s manufacturing site in Herrin, Illinois and three service centers are scheduled for negotiations in 2005. As of January 1, 2005, approximately 15% of employees in this segment are non-U.S. based.

 

Commercial Products

 

The Commercial Products segment represented 5.6 percent of consolidated net sales in 2004.

 

The Company’s Commercial Products segment manufactures and sells commercial cooking equipment under the Jade brand name 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. Over the last several years, the Company has increased its emphasis in the vender refurbishment and coin changer businesses.

 

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 number of trademark registrations and the associated corporate symbols, of which the most important are DIXIE-NARCO and JADE.

 

Commercial Products 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 Products segment, the Company’s vending equipment sales are dependent

 

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upon a few major soft drink suppliers. The loss of one or more of these customers could have a significant adverse effect on the Commercial Products segment.

 

The dollar amount of backlog orders is not considered significant for Commercial Products in relation to the total annual dollar volume of sales. It is the Company’s practice to maintain a level of inventory sufficient to cover shipments. Because 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.

 

Expenditures for Company-sponsored research and development 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 in the Commercial Products segment as of January 1, 2005 and January 3, 2004 was approximately 1,100 and 1,240, respectively.

 

Available Information

 

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

 

Item 2.   Properties.

 

The Company’s corporate headquarters is located in Newton, Iowa. Major offices and manufacturing facilities in the United States in the Home Appliances segment are located in: Newton, Iowa; Cleveland, Tennessee; Jackson, Tennessee; Milan, Tennessee; Herrin, Illinois; Amana, Iowa; Florence, South Carolina; Searcy, Arkansas; North Canton, Ohio; and El Paso, Texas. The segment also has facilities located in Reynosa and Juarez, Mexico. The Home Appliances segment closed its manufacturing facility in Galesburg, Illinois, in 2004. The segment also leases office space in Schaumburg, Illinois.

 

Major offices and manufacturing facilities in the United States in the Commercial Products segment are located in Williston, South Carolina, and Brea, California. The segment leases the facility in Brea.

 

The facilities of the Home Appliance and Commercial Products segments are well maintained, suitably equipped and in good operating condition. The facilities had sufficient capacity to meet production needs in 2004, and the Company expects that such capacity will be adequate for planned production in 2005. The Company’s planned capital expenditures for 2005 are described in Part II, Item 7.

 

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

 

Item 3.   Legal Proceedings.

 

In the normal course of its business, the Company is involved in contractual disputes, environmental, administrative and legal proceedings and investigations of various types. Some of the legal proceedings include claims for substantial compensatory or exemplary damages or claims for indeterminate amounts of damages. Although any litigation, proceeding or investigation has an element of uncertainty, the Company believes, after taking into account legal counsel’s present evaluation of such actions, 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 impact on its consolidated financial condition. 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 2004 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    56

Steven J. Klyn

  

Vice President and Treasurer

   2000    39

Mark W. Krivoruchka

  

Senior Vice President, Human Resources

   2002    50

George C. Moore

  

Executive Vice President and Chief Financial Officer

   2003    49

Roy A. Rumbough, Jr.

  

Vice President and Corporate Controller

   2002    49

Roger K. Scholten

  

Senior Vice President and General Counsel

   2000    50

 

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

Mark W. Krivoruchka

  

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

   1997-2002

George C. Moore

  

Danaher Corporation, a manufacturer of Process/Environmental Controls and Tools and Components

Various Positions ending as Group Vice President of Finance

   1993-2003

 

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PART II

 

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

     Sale Price of Common Shares

  

Dividends

Per Share


     2004

   2003

  
     High

   Low

   High

   Low

   2004

   2003

First quarter

   $ 31.57    $ 26.46    $ 30.70    $ 17.90    $ 0.18    $ 0.18

Second quarter

     32.21      22.73      27.10      18.60      0.18      0.18

Third quarter

     24.57      17.47      28.38      23.36      0.18      0.18

Fourth quarter

     21.39      15.30      28.65      24.15      0.18      0.18

 

The principal U.S. market on which the Company’s common stock is traded is the New York Stock Exchange under the symbol MYG. As of February 17, 2005, the Company had 23,551 shareowners of record.

 

There were no stock repurchases by the Company in the fourth quarter of 2004.

 

Item 6.   Selected Financial Data

 

     2004(1)

    2003(2)

    2002(3)

    2001(4)

    2000(5)

 
     In thousands, except per share data  

Net sales

   $ 4,721,538     $ 4,791,866     $ 4,666,031     $ 4,185,051     $ 3,891,500  

Gross profit

     660,219       859,531       1,004,602       864,842       985,481  

Percent of sales

     14.0 %     17.9 %     21.5 %     20.7 %     25.3 %

Operating income

   $ 40,348     $ 228,293     $ 359,495     $ 289,152     $ 439,715  

Percent of sales

     0.9 %     4.8 %     7.7 %     6.9 %     11.3 %

Income (loss) from continuing operations

   $ (9,345 )   $ 114,378     $ 191,401     $ 162,367     $ 216,367  

Percent of sales

     -0.2 %     2.4 %     4.1 %     3.9 %     5.6 %

Basic earnings (loss) per share-continuing operations

   $ (0.12 )   $ 1.46     $ 2.46     $ 2.12     $ 2.78  

Diluted earnings (loss) per share-continuing operations

     (0.12 )     1.45       2.44       2.07       2.63  

Dividends paid per share

     0.72       0.72       0.72       0.72       0.72  

Basic weighted-average shares outstanding

     79,078       78,537       77,735       76,419       77,860  

Diluted weighted-average shares outstanding

     79,078       78,746       78,504       78,565       82,425  

Depreciation of property, plant and equipment

   $ 168,205     $ 164,680     $ 162,600     $ 148,370     $ 133,840  

Capital expenditures

     94,420       199,300       229,764       145,569       152,598  

Total assets

     3,020,024       3,024,140       3,104,249       3,131,051       2,647,461  

Total notes payable and long-term debt

     978,611       970,826       1,112,638       1,213,898       808,436  

Cash and cash equivalents

     164,276       6,756       8,106       109,370       6,073  

 

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Note: The twelve months ended January 3, 2004 consisted of 53 weeks; all other years in this table consisted of 52 weeks.


(1)   Operating income includes restructuring and related charges of $69.8 million, $9.6 million for goodwill impairment, charges of $33.5 million for front-load washer litigation and a $9.7 million gain on the sale of property. The after-tax impact of the restructuring and related charges of $47.1 million, goodwill impairment of $9.6 million, front-load washer litigation charges of $22.6 million and the gain of $7.8 million on the sale of property are all included in loss from continuing operations. Loss from continuing operations also includes a $7.1 million after-tax charge for an adverse judgment on a pre-acquisition distributor lawsuit.
(2)   Operating income includes restructuring and related charges of $64.9 million and $11.2 million for asset impairment. The after-tax charge associated with restructuring of $43.9 million and the after-tax charge for asset impairment of $7.6 million are both included in income from continuing operations. Income from continuing operations also includes a $7.2 million after-tax charge for loss on investment.
(3)   An $8.3 million gain on the sale of a distribution center is included in gross profit and operating income. Operating income also includes a $67.1 million restructuring charge associated with the closing of Maytag’s refrigeration plant located in Galesburg, Illinois. The after-tax gain on the distribution center of $5.5 million and the after-tax restructuring charge associated with the refrigeration plant closing of $44.3 million are both included in income from continuing operations. Application of the nonamortization provisions of SFAS No. 142, “Goodwill and Other Intangible Assets,” effective for fiscal years beginning after December 15, 2001 resulted in an increase in operating income and income from continuing operations of approximately $10 million for the years after 2001. 2003 and 2002 include a full year of net sales from Amana that was acquired effective August 1, 2001. Maytag integrated Amana activities within its existing appliance organization during 2002, and Amana’s 2002 net sales are no longer distinguishable.
(4)   Operating income includes $9.8 million in restructuring charges associated with a salaried workforce reduction. The after-tax restructuring charge of $6.2 million is included in income from continuing operations. Income from continuing operations also includes a $7.2 million charge for loss on investment and a one-time tax credit of $42 million. 2001 includes the net sales of Amana of $294.8 million from the date of its acquisition, August 1, 2001 .
(5)   Operating income includes $39.9 million in charges associated with terminated product initiatives, asset write-downs and severance costs related to management changes. The after-tax charge of $25.3 million is included in income from continuing operations. Income from continuing operations also includes a $17.6 million ($11.2 million after-tax) charge for loss on investment.

 

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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Company Profile

 

We design, manufacture and market residential and commercial products under the Maytag, Hoover, Jenn-Air, Amana, Dixie-Narco, Jade and other brand names. We have two reporting segments: Home Appliances and Commercial Products. Our Home Appliances segment manufactures and sells major appliances and floor care products that are sold primarily to major national retailers and independent retail dealers in North America and targeted international markets. This segment services major appliances manufactured by us and by other major appliance manufacturers. This segment also services floor care products manufactured by us. Our Commercial Products segment manufactures and sells vending equipment and commercial cooking products. These products are sold primarily to distributors and soft drink bottlers in North America and targeted international markets.

 

Our principal competition is from other appliance manufacturers including Whirlpool, General Electric and Electrolux as well as several competitors from Asia and Europe. Product quality, price and functionality are the important areas of competitive differentiation. Maytag has positioned itself as a premium and mid-priced player in the industry based on product quality and innovative features. In addition, our brands are some of the most recognizable and respected names in the industry.

 

Overview of 2004 Results

 

    Consolidated net sales decreased 1.5% in 2004 as compared to the prior year. Net sales declined 0.9% in Home Appliances and 10.4% in Commercial Products. A significant reduction in floor care sales and lower sales of vending equipment were the primary reasons for the decline in consolidated net sales.

 

    Operating income for 2004 was $40.3 million compared to $228.3 million in the prior year. The primary reasons for the operating income decline were:

 

    Lower volume and margins for floor care products,

 

    Increased costs, primarily for steel and energy related items, and higher distribution costs,

 

    Charges of $33.5 million in connection with product related litigation, primarily involving early generation front-load washers.

 

This decline was partially offset by a pre-tax gain of $9.7 million in 2004 resulting from the sale of a warehouse in Burlington, Ontario and cost savings from restructuring plans.

 

    Pre-tax restructuring and related charges of $69.8 million were recorded in 2004 that included $36.5 million primarily related to closing the Galesburg, Illinois, refrigeration facility and $34.9 million related to a major restructuring to consolidate the Hoover floor care, Maytag Appliances, and corporate headquarters organizations. Restructuring charges in 2004 also included a $1.6 million gain on the sale of a former cooking appliance facility in Indianapolis, Indiana. A goodwill impairment charge of $9.6 million was recorded in 2004 for the commercial cooking equipment business. In the prior year, we recorded pre-tax restructuring and related charges of $64.9 million, comprised of $48.4 million for the Galesburg plant closing, $16.5 million primarily in connection with a salaried workforce reduction, and an asset impairment charge of $11.2 million.

 

    The consolidated net loss for 2004 was $9.0 million or $0.11 per share compared to consolidated net income of $120.1 million or $1.53 per share in the prior year. The results per share for the full year of 2004 and 2003 included the following items – expense (income):

 

     2004

    2003

 

Restructuring and related charges – Galesburg

   $ 0.30     $ 0.42  

Restructuring and related charges – reorganization

     0.30       0.14  

Asset impairment

     —         0.10  

Goodwill impairment – Commercial Products

     0.12       —    

Front-load washer litigation

     0.29       —    

Adverse judgment on pre-acquisition distributor lawsuit

     0.09       —    

Gain on sale of property – Home Appliances

     (0.10 )     —    

Loss on investment

     —         0.09  

Income from discontinued operations

     —         (0.07 )

 

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    Cash flow from continuing operations was $271.0 million in 2004 compared to $354.4 million in the prior year. The lower cash flow from operations in 2004 resulted primarily from a net loss in 2004 compared to net income in 2003.

 

    Total debt, including long term debt, the current portion of long term debt, and notes payable, increased by $7.8 million from $970.8 million at the end of 2003 to $978.6 million at the end of 2004. Cash and short-term investments increased by $157.5 million from $6.8 million at the end of 2003 to $164.3 million at the end of 2004.

 

Business Results

 

     2004

    Percent
of sales


    2003

   Percent
of sales


    2002

   Percent
of sales


 
     In millions (except per share data)  

Net sales