10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 2, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission file number 1-655

MAYTAG CORPORATION

A Delaware Corporation I.R.S. Employer Identification No. 42-0401785

403 West Fourth Street North, Newton, Iowa 50208

Registrant’s telephone number: 641-792-7000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  ¨

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of July 2, 2005:

Common Stock, $1.25 par value – 79,859,812

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MAYTAG CORPORATION

Quarterly Report on Form 10-Q

Quarter Ended July 2, 2005

INDEX

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26
Item 4.	Controls and Procedures	26
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 4.	Submission of Matters to a Vote of Security Holders	28
Item 6.	Exhibits	29
	Signatures	30

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Part I FINANCIAL INFORMATION

Item 1. Financial Statements

Maytag Corporation

Consolidated Statements of Operations

	Three Months Ended						Six Months Ended
In thousands, except per share data	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Net sales	$	1,229,718		$	1,152,229		$	2,397,557		$	2,371,173
Cost of sales		1,093,858			1,003,726			2,132,627			2,011,549
Gross profit		135,860			148,503			264,930			359,624
Selling, general and administrative expenses		112,805			125,989			212,935			265,483
Restructuring and related charges		3,380			27,852			8,234			35,847
Goodwill impairment-Commercial Products		—			9,600			—			9,600
Front-load washer litigation		—			18,500			—			18,500
Operating income (loss)		19,675			(33,438	)		43,761			30,194
Interest expense		(16,278	)		(13,215	)		(32,053	)		(26,106	)
Adverse judgment on pre-acquisition distributor lawsuit		—			(10,505	)		—			(10,505	)
Other-net		815			55			3,243			2,921
Income (loss) before taxes		4,212			(57,103	)		14,951			(3,496	)
Income tax expense (benefit)		731			(16,019	)		3,738			(1,136	)
Net income (loss)	$	3,481		$	(41,084	)	$	11,213		$	(2,360	)
Basic earnings (loss) per common share:
Net income (loss)	$	0.04		$	(0.52	)	$	0.14		$	(0.03	)
Diluted earnings (loss) per common share:
Net income (loss)	$	0.04		$	(0.52	)	$	0.14		$	(0.03	)
Cash dividends paid per share	$	0.09		$	0.18		$	0.27		$	0.36

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Maytag Corporation

Consolidated Balance Sheets

In thousands, except share data	July 2 2005		January 1 2005
Assets
Current assets
Cash and cash equivalents	$	69,015	$	164,276
Accounts receivable-net		724,544		629,901
Inventories		604,383		515,321
Deferred income taxes		52,973		55,862
Prepaids and other current assets		45,419		80,137
Total current assets		1,496,334		1,445,497
Noncurrent assets
Deferred income taxes		265,024		253,428
Prepaid pension cost		1,285		1,492
Intangible pension asset		49,051		49,051
Goodwill		259,413		259,413
Other intangibles, net		34,803		36,016
Other noncurrent assets		44,050		53,965
Total noncurrent assets		653,626		653,365
Property, plant and equipment
Land		15,911		15,489
Buildings and improvements		345,225		343,321
Machinery and equipment		1,844,277		1,866,485
Construction in progress		38,783		19,874
Property, plant and equipment		2,244,196		2,245,169
Less accumulated depreciation		1,375,039		1,324,007
Total property, plant and equipment		869,157		921,162
Total assets	$	3,019,117	$	3,020,024

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Maytag Corporation

Consolidated Balance Sheets - Continued

In thousands, except share data	July 2 2005			January 1 2005
Liabilities and Shareowners’ Deficit
Current liabilities
Accounts payable	$	553,169		$	545,901
Compensation to employees		49,277			50,195
Accrued liabilities		307,346			307,924
Current portion of long-term debt		188,977			6,043
Total current liabilities		1,098,769			910,063
Noncurrent liabilities
Long-term debt, less current portion		787,839			972,568
Postretirement benefit liability		528,436			531,995
Accrued pension cost		504,133			496,480
Other noncurrent liabilities		177,418			183,942
Total noncurrent liabilities		1,997,826			2,184,985
Shareowners’ deficit
Preferred stock:
Authorized—24,000,000 shares (par value $1.00)
Issued—none
Common stock:
Authorized—200,000,000 shares (par value $1.25)
Issued—117,150,593 shares, including shares in treasury		146,438			146,438
Additional paid-in capital		417,889			428,889
Retained earnings		1,284,029			1,294,412
Cost of common stock in treasury (2005—37,265,340 shares; 2004—37,737,263 shares)		(1,412,291	)		(1,430,176	)
Employee stock plans		(3,072	)		(3,913	)
Accumulated other comprehensive loss		(510,471	)		(510,674	)
Total shareowners’ deficit		(77,478	)		(75,024	)
Total liabilities and shareowners’ deficit	$	3,019,117		$	3,020,024

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Maytag Corporation

Consolidated Statements of Cash Flows

	Six Months Ended
In thousands	July 2 2005			July 3 2004
Operating activities
Net income (loss)	$	11,213		$	(2,360	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		81,731			83,434
Amortization		1,111			632
Deferred income taxes		(8,707	)		21,903
Restructuring and related charges, net of cash paid		(14,735	)		29,032
Goodwill impairment-Commercial Products		—			9,600
Front-load washer litigation, net of cash paid		(4,292	)		18,500
Adverse judgment on pre-acquisition distributor lawsuit		(12,250	)		10,505
Changes in working capital items
Accounts receivable		(96,437	)		(42,258	)
Inventories		(90,196	)		(125,544	)
Other current assets		35,066			3,691
Trade payables		8,188			(39,936	)
Other current liabilities		27,845			17,372
Pension expense		35,509			31,866
Pension contributions		(27,849	)		(92,744	)
Postretirement benefit liability		(3,559	)		3,275
Other noncurrent liabilities		4,149			15,350
Other assets		2,941			6,693
Other		2,848			2,027
Net cash used in operating activities	$	(47,424	)	$	(48,962	)
Investing activities
Capital expenditures	$	(35,601	)	$	(48,872	)
Proceeds from property disposition, net of transaction costs		11,123			—
Investing activities	$	(24,478	)	$	(48,872	)
Financing activities
Net proceeds of notes payable	$	—		$	129,484
Repayment of long-term debt		(2,518	)		(4,020	)
Stock options and employee stock		1,722			1,975
Dividends on common stock		(21,490	)		(28,395	)
Other		(1,025	)		(276	)
Financing activities	$	(23,311	)	$	98,768
Effect of exchange rates on cash		(48	)		(198	)
Increase (decrease) in cash and cash equivalents		(95,261	)		736
Cash and cash equivalents at beginning of period		164,276			6,756
Cash and cash equivalents at end of period	$	69,015		$	7,492

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MAYTAG CORPORATION

Notes to Consolidated Financial Statements

July 2, 2005

NOTE A – BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and are of a normal and recurring nature. Operating results for the three and six-month periods ended July 2, 2005, are not necessarily indicative of the results that are expected for the fiscal year ending December 31, 2005. For further information, refer to the consolidated financial statements and footnotes included in the Maytag Corporation annual report on Form 10-K for the year ended January 1, 2005 (the “2004 Form 10-K”).

NOTE B – PENDING TRANSACTION

On May 19, 2005, Maytag entered into a definitive merger agreement with Triton Acquisition Holding Company (Triton) providing for Triton to acquire all outstanding shares of the Company for $14 per share in cash. The agreement includes a termination fee of $40 million payable to Triton under certain circumstances. On June 17, 2005, Maytag received a preliminary non-binding proposal from Bain Capital Partners LLC, Blackstone Capital Partners IV L.P. and Haier America Trading, L.L.C. (“Bain, Blackstone and Haier America”) to acquire all outstanding shares of the company for $16 per share in cash. On June 30, 2005, Maytag announced that Triton had advised the Company orally that the continued furnishing of information to and discussions with Bain, Blackstone, and Haier America after the deadline noted in the merger agreement gives Triton the right to terminate the merger agreement under the provisions of the merger agreement and receive the $40 million termination fee described in the agreement. Maytag also announced that it believes that the merger agreement gives it the right to furnish information to and engage in discussions with Bain, Blackstone, and Haier America, and that doing so does not give Triton a termination right. On July 19, 2005, Bain, Blackstone and Haier America informed Maytag that they had determined not to further pursue a transaction to acquire the outstanding shares of Maytag.

On July 17, 2005, Maytag received an unsolicited proposal from Whirlpool Corporation to acquire all outstanding shares of Maytag for $17 per share, of which at least 50% would be paid in cash and the balance in shares of Whirlpool common stock, conditioned on satisfactory completion of due diligence and negotiation of a mutually acceptable definitive merger agreement.

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NOTE C – COMPREHENSIVE INCOME (LOSS)

Total comprehensive income (loss) and its components, net of related tax are as follows:

	Three Months Ended
In thousands	July 2 2005		July 3 2004
Net income (loss)	$	3,481	$	(41,084	)
Other comprehensive income (loss) items, net of income taxes
Unrealized gains on securities, net of tax		—		523
Less: Reclassification adjustment for gain included in net income (loss)		—		(735	)
Foreign currency translation, net of tax		1,000		(1,410	)
Total other comprehensive income (loss)		1,000		(1,622	)
Comprehensive income (loss)	$	4,481	$	(42,706	)
	Six Months Ended
In thousands	July 2 2005		July 3 2004
Net income (loss)	$	11,213	$	(2,360	)
Other comprehensive income (loss) items, net of income taxes
Unrealized gains on securities, net of tax		—		101
Less: Reclassification adjustment for gain included in net income (loss)		—		(735	)
Foreign currency translation, net of tax		203		(1,862	)
Total other comprehensive income (loss)		203		(2,496	)
Comprehensive income (loss)	$	11,416	$	(4,856	)

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The components of accumulated other comprehensive income (loss), net of related tax are as follows:

In thousands	July 2 2005			January 1 2005
Minimum pension liability adjustment	$	(507,793	)	$	(507,793	)
Foreign currency translation loss		(2,678	)		(2,881	)
Accumulated other comprehensive loss	$	(510,471	)	$	(510,674	)

NOTE D – INVENTORIES

Inventories consisted of the following:

In thousands	July 2 2005		January 1 2005
Raw materials	$	80,688	$	86,416
Work in process		41,597		40,600
Finished goods		568,236		476,588
Supplies		11,892		11,791
Total FIFO cost		702,413		615,395
Less excess of FIFO cost over LIFO		98,030		100,074
Inventories	$	604,383	$	515,321

NOTE E – EARNINGS (LOSS) PER SHARE

The following table sets forth the components for computing basic and diluted earnings (loss) per share:

	Three Months Ended					Six Months Ended
In thousands	July 2 2005		July 3 2004			July 2 2005		July 3 2004
Numerator for basic and diluted earnings (loss) per share - net income (loss)	$	3,481	$	(41,084	)	$	11,213	$	(2,360	)
Denominator for basic earnings (loss) per share - weighted-average shares		79,818		79,012			79,690		78,929
Effect of dilutive securities:
Stock option plans		—		—			—		—
Denominator for diluted earnings (loss) per share - adjusted weighted-average shares		79,818		79,012			79,690		78,929

As of July 2, 2005, Maytag has approximately 8.0 million shares of dilutive securities outstanding with strike prices ranging between $17.63 to $70.94 per share (or approximately $30 per share on average). Maytag’s average stock price was $13.43 and $14.63 per share in the second quarter and first six months, respectively, of 2005. Therefore, all of these securities were antidilutive.

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NOTE F–CONTINGENCIES

Maytag has contingent liabilities that arise in the normal course of business, including pending litigation, environmental remediation, taxes, and other claims. The legal department estimates the costs to settle pending litigation, including legal expenses, based on experience involving similar cases, specific facts known, and, if applicable, based on judgments of outside counsel. As discussed in the 2004 Form 10-K, Maytag is appealing several proposed adjustments that resulted from the examination by the Internal Revenue Service of its federal income tax returns for 2000 and 2001. The Financial Accounting Standards Board recently issued a proposed interpretation of FASB No. 109 (“Accounting for Uncertain Tax Positions”). Maytag will be reviewing this information to determine whether there is any impact on Maytag’s consolidated financial position or results of operations.

In 2004, Maytag settled product-related litigation in the United States primarily involving early generation front-load washers. As discussed in the 2004 Form 10-K, Maytag recorded charges based on an estimate of the costs of the U.S. settlement. The estimate is subject to fluctuations in claim volume, claim amount, claim type, claim validity and takeup rates involving machines sold in the United States and potential exposure relating to front-load litigation in Canada that was not resolved by the U.S. settlement. The claim periods in the U.S. settlement remain open until the third quarter of 2005. On April 27, 2005, the Company entered into a settlement of the litigation in Canada and the length of the claims period in Canada will be similar to the claims period in the U.S. settlement. These claims can be settled in a variety of manners substantially at the option of the Company. Maytag did not record any additional charges in the second quarter of 2005 related to these settlements, but adjustments might be required in future periods as more information becomes available.

On April 14, 2005, Maytag announced the recall of a floor care product that was manufactured in 1998 and 1999. In the first quarter of 2005, the Company recorded a $0.4 million charge for the estimated cost to repair these units. This estimate involves assumptions including the number of owners who will respond to the recall and the cost to repair the units impacted. In the second quarter of 2005, an issue arose related to a new laundry product which resulted in a charge of $1.5 million. Based on the information currently available, Maytag does not believe that these product issues will have a material impact on its consolidated financial position, results of operation or cash flows.

In the second quarter of 2005, lawsuits arising out of the merger agreement with Triton (see Note B “Pending Transactions” for more information) were filed against Maytag and its directors. In addition, in July 2005, a lawsuit was filed against Maytag and its chief executive officer and chief financial officer alleging violations of federal securities laws. Maytag believes that these lawsuits are without merit and intends to defend them vigorously. For a description of these lawsuits, see Part II, item 1 of this Form 10-Q.

NOTE G – SEGMENT REPORTING

Maytag has two reporting segments: Home Appliances and Commercial Products. Its 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 in targeted international markets. This segment services major appliances manufactured by the Company and by other major appliance manufacturers. It also services floor care products manufactured by Maytag. The Company’s 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 in targeted international markets.

The Company’s reportable segments are distinguished by the nature of products manufactured and sold and types of customers.

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The Company evaluates performance and allocates resources to reportable segments primarily based on operating income. The accounting policies of the reportable segments are the same as those described in the summary of significant policies in the 10-K except that the Company allocates pension expense to each reportable segment while recording the pension assets and liabilities in the Home Appliances segment. In addition, the Company records its federal and state deferred tax assets and liabilities in the Home Appliances segment. Intersegment sales are not significant.

Financial information for reportable segments consisted of the following:

	Three Months Ended						Six Months Ended
In thousands	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Net sales
Home Appliances	$	1,163,259		$	1,077,643		$	2,276,446		$	2,222,429
Commercial Products		66,459			74,586			121,111			148,744
Consolidated total	$	1,229,718		$	1,152,229		$	2,397,557		$	2,371,173
Operating income (loss)
Home Appliances	$	21,029		$	(23,741	)	$	47,664		$	36,604
Commercial Products		(1,354	)		(9,697	)		(3,903	)		(6,410	)
Consolidated total	$	19,675		$	(33,438	)	$	43,761		$	30,194

The reconciliation of segment profit (loss) to consolidated income (loss) from operations before income taxes consisted of the following:

	Three Months Ended						Six Months Ended
In thousands	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Total operating income (loss) for reportable segments	$	19,675		$	(33,438	)	$	43,761		$	30,194
Interest expense		(16,278	)		(13,215	)		(32,053	)		(26,106	)
Adverse judgment on pre-acquisition distributor lawsuit		—			(10,505	)		—			(10,505	)
Other - net		815			55			3,243			2,921
Income (loss) from operations before income taxes	$	4,212		$	(57,103	)	$	14,951		$	(3,496	)

Asset information for Maytag’s reportable segments consisted of the following:

	As Of
In thousands	July 2 2005		January 1 2005
Total assets
Home Appliances	$	2,879,741	$	2,896,916
Commercial Products		139,376		123,108
Consolidated total	$	3,019,117	$	3,020,024

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NOTE H – RESTRUCTURING AND RELATED CHARGES

Activity in the restructuring and related charges reserve included in accrued liabilities for the six months ended July 2, 2005 consisted of the following:

Description of reserve (in thousands)	Balance January 1, 2005		Charged to Earnings 2005		Cash Utilization			Non-Cash Utilization			Balance July 2, 2005
Severance and related expense	$	20,518	$	1,925	$	(20,164	)	$	—		$	2,279
Accelerated depreciation		—		4,057		—			(4,057	)		—
Purchase commitment		1,610		1,061		(1,614	)		—			1,057
Other		—		1,191		(1,191	)		—			—
Total	$	22,128	$	8,234	$	(22,969	)	$	(4,057	)	$	3,336

In the fourth quarter of 2002, Maytag announced that it would close its refrigeration manufacturing facility in Galesburg, Illinois, and it ceased production there in September 2004. Since the announcement, the Company has recorded $154.3 million in restructuring and related charges primarily for asset impairments, accelerated depreciation and severance and related costs, all of which were recorded in the Home Appliances segment. The Company recorded restructuring and related charges involving the Galesburg refrigeration facility for the three and six months ended July 2, 2005, of $1.1 million and $2.3 million, respectively. Cash expenditures over the same periods were $1.4 million and $10.1 million, respectively, mostly related to severance costs. The closure of the facility resulted in a workforce reduction of approximately 1,500 positions.

In the second quarter of 2004, the Company announced a comprehensive restructuring plan to consolidate the Hoover floor care, Maytag appliances and corporate headquarters organizations. Through July 2, 2005, the Company recorded $40.9 million in restructuring and related charges primarily for severance and related costs as well as impaired assets, primarily recorded in the Home Appliances segment. The Company recorded $2.3 million and $5.9 million of these charges for the three and six months ended July 2, 2005, primarily in the Home Appliances segment. Cash expenditures over the same periods were $2.9 million and $12.9 million, respectively, mostly for severance costs. The restructuring plan resulted in a workforce reduction of approximately 1,100 positions.

NOTE I – STOCK PLANS

The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), and related interpretations in accounting for its employee stock options and awards. Under APB 25, employee stock options are valued using the intrinsic method, and no compensation expense is recorded when the exercise price of options equals or is greater than the fair market value of the underlying stock on the date of grant. The following table shows the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation.”

The fair value of stock options is estimated at the date of grant using the Black-Scholes option pricing model. The Company’s weighted-average assumptions used in this model have not changed from January 1, 2005.

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	Three Months Ended						Six Months Ended
In thousands except per share data	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Net income (loss), as reported	$	3,481		$	(41,084	)	$	11,213		$	(2,360	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(531	)		(868	)		(984	)		(1,651	)
Pro forma net income (loss)	$	2,950		$	(41,952	)	$	10,229		$	(4,011	)
Basic earnings (loss) per share - as reported	$	0.04		$	(0.52	)	$	0.14		$	(0.03	)
Diluted earnings (loss) per share-as reported	$	0.04		$	(0.52	)	$	0.14		$	(0.03	)
Basic earnings (loss) per share - pro forma	$	0.04		$	(0.53	)	$	0.13		$	(0.05	)
Diluted earnings (loss) per share-pro forma	$	0.04		$	(0.53	)	$	0.13		$	(0.05	)

In the fourth quarter of 2004, the FASB issued Statement No. 123 (revised 2004), or SFAS No. 123R, “Share-Based Payment,” which replaces Statement No. 123 “Accounting for Stock-Based Compensation,” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R eliminates the option to use APB Opinion 25’s intrinsic value method of accounting that was provided in Statement No. 123 as originally issued. After a phase-in period for Statement No. 123R, pro forma disclosure will no longer be allowed. In the first quarter of 2005, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 107 which provided further clarification on the implementation of SFAS No. 123R.

Alternative phase-in methods are allowed under Statement No. 123R, which was to be effective as of the beginning of the first interim or annual reporting period that began after June 15, 2005. The SEC announced in the second quarter of 2005 that it would extend this phase-in period and, therefore, Maytag’s effective date for implementation of SFAS 123R is January 1, 2006. Maytag expects it will use the modified-prospective phase-in method that requires entities to recognize compensation costs in financial statements issued after the date of adoption for all share based payments granted, modified or settled after the date of adoption as well as for any awards that were granted prior to the adoption date for which the required service has not yet been performed. Maytag does not believe that any of the alternative phase-in methods would have a materially different effect on the Company’s Consolidated Statement of Operations or Balance Sheet.

NOTE J – WARRANTY RESERVE

Maytag provides a basic limited warranty for all of its major appliance, floor care and commercial products. The specific terms and conditions of those warranties vary depending upon the product sold. Maytag estimates the costs that may be incurred and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect Maytag’s warranty liability include the number of units shipped to customers, historical and anticipated rates of warranty claims and cost per claim. Maytag periodically assesses the adequacy of its recorded warranty liability and adjusts the amount as necessary.

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Changes in the basic limited warranty liability for the six months ended July 2, 2005 and July 3, 2004 were as follows:

	Six Months Ended
Warranty reserve (in thousands)	July 2 2005			July 3 2004
Balance at beginning of period	$	114,905		$	103,227
Warranties accrued during the period		65,786			64,457
Settlements made during the period		(67,956	)		(63,012	)
Changes in liability for adjustments during the period, including expirations		(669	)		6,721
Balance at end of period	$	112,066		$	111,393

In addition to the basic limited warranty, an optional extended warranty is offered to retail purchasers of the Company’s major appliances. Sales of extended warranties are recorded as deferred revenue within accrued liabilities on the Consolidated Balance Sheet. Deferred revenue is amortized into income on a straight-line basis over the length of the extended warranty contracts. Payments on extended warranty contracts are expensed as incurred.

NOTE K– PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES

The components of net periodic pension cost consisted of the following:

	Three Months Ended						Six Months Ended
In thousands	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Components of net periodic pension cost:
Service cost	$	6,753		$	7,380		$	13,529		$	14,761
Interest cost		26,010			25,759			51,989			51,524
Expected return on plan assets		(29,201	)		(28,595	)		(58,759	)		(57,196	)
Amortization of transition assets		(5	)		(7	)		(9	)		(12	)
Amortization of prior service cost		2,837			3,042			5,625			6,085
Recognized actuarial loss		11,572			8,352			23,134			16,704
Net periodic pension cost	$	17,966		$	15,931		$	35,509		$	31,866

The Company made $27.8 million in pension contributions in the first six months of 2005, of which $26.5 million were voluntary contributions to the qualified pension plan. Maytag plans to make $100 million in qualified pension contributions for the full year of 2005. However, pursuant to the merger agreement with Triton (see Note B “Pending Transaction” above for more information), the Company is restricted in making additional contributions prior to September 1, 2005 and is required to consult with Triton before making additional contributions on or after September 1, 2005.

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The components of net periodic postretirement medical cost consisted of the following:

	Three Months Ended						Six Months Ended
In thousands	July 2 2005			July 3 2004			July 2 2005			July 3 2004
Components of net periodic postretirement cost:
Service cost	$	2,325		$	3,295		$	4,911		$	6,590
Interest cost		10,690			11,507			22,101			23,014
Amortization of prior service benefit		(9,023	)		(2,782	)		(16,749	)		(5,564	)
Recognized actuarial loss		7,796			3,855			15,593			7,710
Net periodic postretirement cost	$	11,788		$	15,875		$	25,856		$	31,750

In the first and second quarters of 2005, Maytag standardized many of the medical plans provided to retired non-union and salaried employees. Lower postretirement medical benefit expense resulting from these plan changes more than offset the increased expense resulting from changes in assumptions with respect to the discount rate and future medical cost trends.

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Item 2. 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 in targeted international markets. This segment services major appliances manufactured by us and by other major appliance manufacturers. It 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 in 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 industries in which it competes based on product quality and innovative features. In addition, our brands are some of the most recognizable and respected names in these industries.

Pending Transaction

On May 19, 2005, we entered into a definitive merger agreement with Triton Acquisition Holding Company (“Triton”) providing for Triton to acquire all outstanding shares of the Company for $14 per share in cash. The agreement includes a termination fee of $40 million payable to Triton under certain circumstances. On June 17, 2005, we received a preliminary non-binding proposal from Bain Capital Partners LLC, Blackstone Capital Partners IV L.P. and Haier America Trading, L.L.C. (“Bain, Blackstone and Haier America”) to acquire all outstanding shares of the Company for $16 per share in cash. On June 30, 2005, we announced that Triton had advised us orally that our continued furnishing of information to and discussions with Bain, Blackstone and Haier America after the deadline noted in the merger agreement gives Triton the right to terminate the merger agreement under the provisions of the agreement and receive the $40 million termination fee described in the agreement. We also announced that we believe that the merger agreement gives us the right to furnish information to and engage in discussions with Bain, Blackstone and Haier America, and that doing so does not give Triton a termination right. On July 19, 2005, we announced that we had received a letter from Bain, Blackstone and Haier America stating that they had determined not to further pursue the transaction to acquire the outstanding shares of Maytag.

On July 17, 2005, we received an unsolicited proposal from Whirlpool Corporation to acquire all outstanding shares of Maytag for $17 per share, of which at least 50% would be paid in cash and the balance in shares of Whirlpool common stock, conditioned on satisfactory completion of due diligence and negotiation of a mutually acceptable definitive merger agreement.

For additional and more detailed information on the special meeting of stockholders scheduled for August 19, 2005, and the background and reasons for the merger and the definitive merger agreement with Triton, please refer to the Definitive Proxy Statement filed with the Securities and Exchange Commission on Schedule 14A on July 18, 2005.

Second Quarter Overview

• Consolidated net sales increased 6.7% in the second quarter of 2005 as compared to the prior year quarter. Net sales increased 7.9% in Home Appliances and declined 10.9% in Commercial Products.

• Operating income for the second quarter of 2005 was $19.7 million compared to an operating loss of $33.4 million in the prior year. Operating income of $21.1 million in Home Appliances offset a $1.4 million loss in Commercial Products.

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• Pre-tax restructuring and related charges of $3.3 million were recorded in the second quarter of 2005 that related to a major restructuring announced in 2004 to consolidate the Hoover floor care, Maytag appliances and corporate headquarters organizations and the closing of the Galesburg, Illinois, refrigeration facility. In the second quarter of 2004, we recorded $27.8 million in restructuring charges related to these items. In the second quarter of 2004, operating losses also included an $18.5 million charge for front-load washer litigation and a $9.6 million goodwill impairment charge.

• Consolidated net income for the second quarter of 2005 was $3.5 million or $0.04 per share compared to consolidated net loss of $41.1 million or $0.52 per share in the prior year quarter.

First Half and Cash Flow Overview

• Net sales increased 1.1% in the first half of 2005 compared to the prior year. Net sales increased 2.4% in Home Appliances offsetting an 18.6% decline in Commercial Products.

• Operating income increased to $43.8 million in the first half of 2005 as compared to $30.2 million in the first half of the prior year.

• Operating results included restructuring and related charges of $8.2 million in the first half of 2005 compared to $35.8 million in the prior year. In addition, the operating results for the first half of 2004 included an $18.5 million charge for front-load washer litigation and a $9.6 million goodwill impairment charge.

• Net income for the first half of 2005 was $11.2 million or $0.14 per share as compared to a net loss of $2.4 million or $0.03 per share in the prior year.

• Cash flow used by operations was $47.4 million in the first half of 2005 compared to $49.0 million in the prior year.

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Results of Operations – Second Quarter of 2005 compared to the Second Quarter of 2004

In millions (except per share data)	Second Quarter 2005			Percent of sales		Second Quarter 2004			Percent of sales
Net sales
Home Appliances	$	1,163.2		94.6	%	$	1,077.6		93.5	%
Commercial Products		66.5		5.4	%		74.6		6.5	%
Total net sales		1,229.7					1,152.2
Gross profit		135.8		11.0	%		148.5		12.9	%
Selling, general and administrative expenses		112.8		9.2	%		126.0		10.9	%
Restructuring charges		3.3		0.3	%		27.8		2.4	%
Goodwill impairment		—					9.6		0.8	%
Front-load washer litigation		—					18.5		1.6	%
Operating income (loss)
Home Appliances		21.1		1.8	%		(23.7	)	-2.2	%
Commercial Products		(1.4	)	-2.1	%		(9.7	)	-13.0	%
Total operating income (loss)		19.7		1.6	%		(33.4	)	-2.9	%
Net income (loss)	$	3.5		0.3	%	$	(41.1	)	-3.6	%
Earnings (loss) per share	$	0.04				$	(0.52	)

Consolidated net sales in the second quarter of 2005 increased by $77.5 million or 6.7% compared to the prior year quarter. A significant increase in revenues from our service operations and sales increases in all Home Appliance product categories including floor care, both domestically and internationally, resulted in an overall sales increase of 7.9% for Home Appliances. Net sales of Commercial Products declined 10.9% due to continued weakness in the vending equipment industry and lower sales of commercial cooking products.

Gross profit declined to 11.0% of consolidated net sales in the second quarter of 2005 from 12.9% of consolidated net sales in the prior year quarter due to increased material costs primarily for steel and resins, lower average selling prices for floor care products and higher distribution costs.

Pension and postretirement medical costs in the second quarter of 2005 were $29.8 million compared to $31.8 million in the prior year. Reduced expenses from plan changes for certain retired employees offset the increased expense due to changes in assumptions with respect to the discount rate and future medical cost trends.

Selling, general and administrative expenses for the second quarter of 2005 declined to 9.2% of consolidated net sales compared to 10.9% of consolidated net sales for the prior year quarter. The reduction in these expenses, both as a percentage of sales and in absolute terms, was primarily due to lower advertising expenses and cost reduction initiatives taken in 2004, including a significant reduction in the salaried workforce.

Restructuring and related charges of $3.3 million were recorded in the second quarter of 2005. These charges involved the plan announced in the second quarter of 2004 to consolidate the Hoover floor care, Maytag appliances, and corporate headquarters organizations and the previously announced closing of the Galesburg, Illinois, refrigeration plant. In the second quarter of 2004, we recorded restructuring and related charges of $27.8 million for the headquarters consolidation and the closing of the Galesburg refrigeration plant. In the second quarter of 2004, operating losses also included a $9.6 million goodwill impairment charge and an $18.5 million charge for front-load washer litigation.

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For the reasons outlined above, consolidated operating income was $19.7 million or 1.6% of consolidated net sales in the second quarter of 2005 as compared to an operating loss of $33.4 million in the prior year quarter. Operating income in Home Appliances was $21.1 million or 1.8% of net sales in the second quarter of 2005 as compared to an operating loss of $23.7 million in the prior year quarter. The operating loss in the prior year quarter of Home Appliances included $27.8 million of restructuring and related charges and charges of $18.5 million for front-load washer litigation. Commercial Products recorded an operating loss of $1.4 million for the second quarter of 2005 compared to an operating loss of $9.7 million in the prior year quarter. The prior year quarter of Commercial Products included a $9.6 million goodwill impairment charge for the commercial cooking equipment category.

Interest expense in the second quarter of 2005 increased to $16.3 million from $13.2 million in the prior year quarter as a result of higher interest rates partially offset by lower average borrowing.

In the second quarter of 2004, we also recorded a $10.5 million charge for litigation involving the termination of a commercial distributorship prior to Maytag’s acquisition of the Amana business. This distributor lawsuit was discussed in our Annual Report on Form 10-K for 2004 (the “2004 Form 10-K”).

Other-net was income of $0.8 million in the second quarter of 2005 compared to income of $0.1 million in the prior year. Gains on hedges of foreign currencies and interest income from cash and cash equivalents were offset by merger and acquisition costs. Although merger and acquisition costs were minimal in the second quarter, we anticipate that they will increase during the remainder of the year.

We recorded tax expense of $0.7 million in the second quarter of 2005 on income before income taxes of $4.2 million as compared to a tax benefit of $16.0 million on a loss before income taxes of $57.1 million in the second quarter of 2004. The 17.4% effective tax rate in the second quarter of 2005 is lower than the federal statutory rate of 35% primarily due to the impact of income tax credits, the nontaxable status of the federal reimbursement for retiree drug costs, and the U.S. income tax exclusion for certain export sales.

For the reasons outlined above, we recorded net income of $3.5 million or $0.04 per share in the second quarter of 2005 as compared to a net loss of $41.1 million or $0.52 per share in the prior year quarter.

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Results of Operations – First Six Months of 2005 vs. First Six Months of 2004

In millions (except per share data)	First Half 2005			Percent of sales		First Half 2004			Percent of sales
Net sales
Home Appliances	$	2,276.4		94.9	%	$	2,222.4		93.7	%
Commercial Products		121.2		5.1	%		148.8		6.3	%
Total net sales		2,397.6					2,371.2
Gross profit		264.9		11.0	%		359.6		15.2	%
Selling, general and administrative expenses		212.9		8.9	%		265.5		11.2	%
Restructuring charges		8.2		0.3	%		35.8		1.5	%
Goodwill impairment		—					9.6		0.4	%
Front-load washer litigation		—					18.5		0.8	%
Operating income (loss)
Home Appliances		47.7		2.1	%		36.6		1.6	%
Commercial Products		(3.9	)	-3.2	%		(6.4	)	-4.3	%
Total operating income (loss)		43.8		1.8	%		30.2		1.3	%
Net income (loss)	$	11.2		0.5	%	$	(2.4	)	-0.1	%
Earnings (loss) per share	$	0.14				$	(0.03	)

Net sales increased 1.1% in the first six months of 2005 compared to the prior year. Net sales increased 2.4% in Home Appliances and decreased 18.6% in Commercial Products. In Home Appliances, revenue increases from our service operations and increased sales of major appliances, both domestically and internationally, were the primary reasons for the increase. Unit sales of floor care products increased significantly in the first six months of 2005 compared to the prior year, but the net sales impact of the increase in unit sales was offset by lower average selling prices for these products. Commercial Products sales comparisons for the first half of 2005 versus the prior year were adversely impacted by lower vending equipment sales resulting from weakness in the vending equipment industry and lower sales of commercial cooking equipment.

Gross profit declined to 11.0% of consolidated net sales in the first half of 2005 from 15.2% of consolidated net sales in the prior year due to increased material costs primarily for steel and resins, lower production volume that adversely impacted burden absorption, lower average selling prices for floor care products, and higher distribution costs. Lower production volume has resulted from a greater reliance on sourced product.

Pension and postretirement medical costs in the first half of 2005 were $61.4 million compared to $63.6 million in the prior year. Reduced expense from plan changes for certain retired employees offset the increased expense due to changes in assumptions with respect to the discount rate and future medical cost trends. In the first and second quarters of 2005, we standardized many of the medical plans provided to retired non-union and salaried employees. The new standardized plans with reduced benefits and higher retiree contributions are expected to result in a reduction of approximately $21 million in annual retiree medical expense in 2005, with $9.6 million of this amount recognized in the first half of 2005. For the full year of 2005, pension and postretirement medical expenses are expected to be approximately $6.4 million higher than 2004.

Selling, general and administrative expenses for the first half of 2005 declined to 8.9% of consolidated net sales compared to 11.2% of consolidated net sales for the prior year. The reduction in these expenses, both as a

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percentage of sales and in absolute terms, was primarily due to lower advertising expenses and cost reduction initiatives taken in 2004, including a significant reduction in the salaried workforce.

Restructuring and related charges of $8.2 million were recorded in the first half of 2005. These charges involved the plan announced in the second quarter of 2004 to consolidate the Hoover floor care, Maytag appliances, and corporate headquarters organizations and to the previously announced closing of the Galesburg, Illinois, refrigeration plant. In the first half of 2004, we recorded restructuring and related charges of $35.8 million for the headquarters consolidation and the closing of the Galesburg, Illinois, refrigeration plant. In the first half of 2004, operating losses also included an $18.5 million charge for front-load washer litigation and a $9.6 million goodwill impairment charge. Although no plans have been finalized or approved, we are examining initiatives to restructure certain manufacturing operations to reduce costs. If and when these initiatives are finalized and approved, we may record significant charges, such as asset impairment and accelerated depreciation related to the affected operations, severance related to employees whose jobs would be eliminated and curtailment of pension and postretirement benefit plans.

For the reasons outlined above, operating income increased to $43.8 million in the first half of 2005 as compared to $30.2 million in the first half of 2004. Operating income for Home Appliances increased to $47.7 million from $36.6 million due to lower restructuring charges and an $18.5 million charge for front-load washer litigation in 2004. Restructuring and related charges for Home Appliances were $7.9 million in the first half of 2005 compared to $35.8 million in the prior year. The operating loss for Commercial Products was $3.9 million in the first six months of 2005 compared to an operating loss of $6.4 million in the prior year. The prior year results included a $9.6 million goodwill impairment charge for the commercial cooking equipment operations. In the current year, the operating results of Commercial Products have been adversely impacted by lower sales of vending equipment, unfavorable product mix, and higher material costs.

Interest expense for the first six months of 2005 was $32.1 million compared to $26.1 million in the prior year. The increase is due to higher interest rates partially offset by lower average borrowing levels

In the second quarter of 2004, we recorded a $10.5 million charge for litigation related to the termination of a commercial distributorship prior to Maytag’s acquisition of the Amana business.

Other-net was income of $3.2 million in the first half of 2005 compared to income of $2.9 million in the prior year. Higher gains on hedges of foreign currencies and interest income from cash and cash equivalents were partially offset by merger and acquisition costs. Although merger and acquisition costs were minimal in the first half, we anticipate that they will increase during the remainder of the year.

We recorded tax expense of $3.7 million in the first six months of 2005 on income before income taxes of $15.0 million as compared to a tax benefit of $1.1 million on a loss before income taxes of $3.5 million in the first six months of 2004. The 25% effective tax rate in the first six months of 2005 is lower than the federal statutory rate of 35% primarily due to the impact of income tax credits, the nontaxable status of the federal reimbursement for retiree drug costs, and the U.S. income tax exclusion for export sales.

Net income for the first six months of 2005 was $11.2 million or $0.14 per share compared to a net loss of $2.4 million or $0.03 per share in the prior year.

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Liquidity and Capital Resources

In millions	First Half 2005			First Half 2004
Net cash used in operating activities	$	(47.4	)	$	(49.0	)
Net cash used in investing activities	$	(24.5	)	$	(48.9	)
Net cash (used) provided by financing activities	$	(23.3	)	$	98.8

Net cash used in operating activities:

Cash flow used by operations in the first half of 2005 was $47.4 million compared to $49.0 million used by operations in the prior year. The use of cash flow in both periods is primarily due to seasonal increases in working capital during the first half of the year. The comparison of cash flow used by operations to the prior year is impacted by lower pension contributions in the current year, $27.8 million in the first six months of 2005 as compared to $92.7 million in the first six months of the prior year. We plan to make $100 million in qualified pension contributions for the full year of 2005. However, pursuant to the merger agreement with Triton, we are restricted from making additional contributions prior to September 1, 2005 and are required to consult with Triton before making additional contributions on or after September 1, 2005. In addition, year-over-year comparisons were also impacted in the first half of 2005 by a lower seasonal increase in working capital, higher cash payments for restructuring charges and the payment of $12.3 million for the final resolution of a distributor lawsuit.

Net cash used in investing activities:

Capital expenditures in the first half of 2005 were $35.6 million compared to $48.9 million in the prior year. These capital expenditures represent investments in new product designs, cost reduction programs, replacement equipment, and product improvements. Capital expenditures in 2005 are anticipated to be approximately $80 to $100 million.

Net cash used in or provided by financing activities:

Our primary source of cash to fund working capital, capital expenditures and pension contributions is cash generated from operations. Requirements in excess of cash generated internally are typically funded by debt. We expect to continue to generate sufficient internal cash flows to fund working capital requirements, investing activities and pension contributions. Our short-term liquidity requirements, including seasonal working capital increases, are further supported by cash and short-term investments of $69.0 million at the end of second quarter of 2005 and a $300 million revolving credit agreement.

During the second quarter of 2005, we amended the existing $300 million revolving credit facility. The amendment eases covenant requirements and the facility is now secured by accounts receivable and inventory of certain Maytag subsidiaries. In addition, we signed a commitment letter for a new $500 million five-year, senior secured revolving credit facility to be fully underwritten by J.P. Morgan Chase Bank, N.A. and Citigroup Global Markets, Inc. The new revolving credit facility also is to be secured by accounts receivable and inventory of certain Maytag subsidiaries. The commitment letter is effective until December 30, 2005. The current $300 million credit facility would be replaced upon effectiveness of the new $500 million credit facility.

Long-term liquidity is also supported by debt issuance in the capital markets. We have $412.3 million of debt maturing in 2006, of which $189.0 million has been recorded as current at the end of the second quarter of 2005. We expect to satisfy these obligations through various sources of funding, including cash and short-term investments, the credit facility, the new credit facility discussed above, and issuance of long-term debt. We are currently evaluating options to refinance the 2006 debt maturities in 2005.

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Total long-term debt decreased from $978.6 million at the end of 2004 to $976.8 million at the end of the second quarter of 2005. Cash and short-term investments decreased from $164.3 million at the end of 2004 to $69.0 million at the end of the second quarter of 2005.

Dividend payments on common stock were $21.5 million in the first half of 2005 as compared to $28.4 million in the prior year. The lower dividend payments were due to a reduction in our dividend per share from 18 cents per share to 9 cents per share in the second quarter. The dividend was lowered in order to provide us with more financial flexibility as we examine the costs for potential restructuring of our manufacturing operations to reduce costs.

Shareowners’ equity:

We had a shareowners’ deficit of $77.5 million at the end of the second quarter of 2005 as compared to a deficit of $75.0 million at the end of 2004. In total, shareowners’ equity has been reduced by $507.8 million for minimum pension liability adjustments that were recorded in each of the last four fiscal years. In addition, shareowners’ equity has been adversely impacted by a share repurchase program that increased the cost of treasury stock held from $219 thousand at December 31, 1994, to $1.5 billion at December 31, 2000. The shareowners’ deficit is not expected to pose a risk to liquidity as cash flows are anticipated to be sufficient and there are no covenants in any of our debt instruments that include equity or debt-to-equity ratios.

Contingencies

We have contingent liabilities that arise in the normal course of business, including pending litigation, environmental remediation, taxes, and other claims. The legal department estimates the costs to settle pending litigation, including legal expenses, based on experience involving similar cases, specific facts known, and, if applicable, based on judgments of outside counsel. As discussed in the 2004 Form 10-K, we are appealing several proposed adjustments that resulted from the examination by the Internal Revenue Service of our federal income tax returns for 2000 and 2001. The FASB recently issued a proposed interpretation of FASB Statement No. 109 (Accounting for Uncertain Tax Positions). We will be reviewing this information to determine whether there is any impact to our consolidated financial position or results of operation if the proposed exposure draft is finalized by FASB.

In 2004, we settled product-related litigation in the United States primarily involving early generation front-load washers. As discussed in the 2004 Form 10-K, we recorded charges based on an estimate of the costs of the U.S. settlement. The estimate is subject to fluctuations in claim volume, claim amount, claim type, claim validity and takeup rates involving machines sold in the United States and potential exposure relating to front-load litigation in Canada that was not resolved by the U.S. settlement. The claim periods in the U.S. settlement remain open until the third quarter of 2005. On April 27, 2005, we entered into a settlement of the litigation in Canada and the length of the claims period in Canada will be similar to the claims period in the U.S. settlement. These claims can be settled in a variety of manners substantially at the option of the Company. We did not record any additional charges in the second quarter of 2005 related to these settlements, but adjustments might be required in future periods as more information becomes available.

On April 14, 2005, we announced the recall of a floor care product that was manufactured in 1998 and 1999. In the first quarter of 2005, we recorded a $0.4 million charge for the estimated cost to repair these units. This estimate involves assumptions including the number of owners who will respond to the recall and the cost to repair the units impacted. In the second quarter of 2005, an issue arose related to a new laundry product which resulted in a charge of $1.5 million. Based on the information currently available, we do not believe that these product issues will have a material impact on our consolidated financial position, results of operation or cash flows.

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In the second quarter of 2005, lawsuits arising out of the merger agreement with Triton were filed against Maytag and its directors. In addition, in July of 2005, a lawsuit was filed against Maytag and its chief executive officer and chief financial officer alleging violations of federal securities laws. Maytag believes that these lawsuits are without merit and intends to defend them vigorously. For a description of these lawsuits, see Part II, Item 1 of this Form 10-Q.

As of July 2, 2005, approximately $98 million of undrawn stand-by letters of credit were outstanding which are primarily utilized to back workers compensation claims, for purchases from international suppliers and extended service contracts if we were to fail to fund these obligations. As of July 2, 2005, approximately $54 million of these stand-by letters of credit reduced the availability under our $300 million credit facility.

Market Risks

Our business is exposed to foreign currency exchange risk related to transactions, assets, and liabilities denominated in foreign currencies. Foreign currency forward and option contracts are entered into to manage certain foreign currency exchange exposures. We hedge a portion of our anticipated foreign currency denominated export sales transactions, which are predominately in Canadian dollars.

We are exposed to commodity price risk related to our purchase of selected commodities used in the manufacturing of our products. From time to time, we enter into commodity swap agreements to reduce the effect of changing raw material prices for selected commodities including natural gas. Our largest exposure is for steel prices, which increased significantly starting in the second half of 2004. Our commodity swap agreements do not provide any hedge for increases in steel prices.

Interest rate risk on debt securities is also an exposure to our Company. We utilize interest rate swap contracts to adjust the proportion of total debt that is subject to variable and fixed interest rates. The swaps involve the exchange of fixed and variable rate payments without exchanging the notional principal amount.

There have been no material changes in the reported market risks since January 1, 2005. See further discussion of these market risks and related financial instruments in the 2004 Form 10-K.

Forward Looking Statements and Business Risks

This Management’s Discussion and Analysis of Financial Condition and Results of Operation contains statements that are not historical facts and are considered “forward-looking” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by their use of the terms: “expect(s),” “intend(s),” “may impact,” “plan(s),” “should,” “believe(s),” “anticipate(s),” “on track,” or similar terms. We or our representatives may also make similar forward-looking statements from time to time orally or in writing. The reader is cautioned that these forward-looking statements are subject to a number of risks, uncertainties, or other factors that may cause (and in some cases have caused) actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

• Business conditions in the industries in which Maytag competes, including changes in economic conditions in the geographic areas where its operations are located or where products are sold.

• Costs or disruptions related to the merger agreement with Triton and the preliminary non-binding proposal from Whirlpool as well as shareholder lawsuits that have arisen as a result of the announcement of the merger agreement with Triton.

• Timing, start-up and customer acceptance of newly designed products.

• Shortages of manufacturing capacity.

• Competitive factors, such as price competition and new product introductions or the introduction of new competitors in existing customers.

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• Asset impairments resulting from plant closings or changes in the competitive environment.

• Significant loss of business or inability to collect accounts receivable from a major national retailer.

• The cost and availability of raw materials and purchased components, including the impact of tariffs.

• The timing and progress of activities initiated to achieve further cost reductions and savings.

• Financial viability of customers, suppliers, contractors, or insurers.

• Union labor relationships.

• The impact of business acquisitions or dispositions.

• Increasing pension and postretirement health care costs due to changes in interest rates, the market value of assets held in trust to pay these obligations, or inflationary health care trend rates.

• Costs of complying with governmental regulations.

• Matters pending before the Consumer Product Safety Commission, including previously announced recalls of certain cooking products, a floor care product and a new laundry product quality issue.

• A failure to comply with the covenants in our credit agreement or any other event of default under the credit agreement, which would adversely impact our ability to borrow funds under the credit agreement, and our ability to replace our credit agreement with new facilities and to refinance debt maturing in 2006.

• Litigation, regulatory investigations or audits including but not limited to product liability, environmental remediation, taxes, and other claims or lawsuits.

• Changes in the number of claims or the nature of those claims in the litigation related to front-load washers.

• Product warranty claims.

• Energy supply, including the availability and cost of energy necessary for the manufacturing process and the cost of fuel used in the distribution of products.

• The impact of foreign currency exchange rate fluctuations.

With respect to the transaction with Triton (1) Maytag may be unable to obtain shareholder approval required for the transaction; (2) Maytag may be unable to obtain regulatory approvals required for the transaction, or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on Maytag or cause the parties to abandon the transaction; (3) conditions to the closing of the transaction may not be satisfied or the merger agreement may be terminated prior to closing; (4) Maytag may be unable to achieve cost-cutting goals or it may take longer than expected to achieve those goals; (5) the transaction may involve unexpected costs or unexpected liabilities; (6) the credit ratings of Maytag or its subsidiaries may be different from what the parties expect; (7) the businesses of Maytag may suffer as a result of uncertainty surrounding the transaction; (8) the industry may be subject to future regulatory or legislative actions that could adversely affect Maytag; and (9) Maytag may be adversely affected by other economic, business, and/or competitive factors.

These factors may not constitute all factors that could cause actual results to differ materially from those discussed in any forward-looking statement. Our company operates in a continually changing business environment and new factors emerge from time to time. We cannot predict such factors nor can we assess the impact, if any, of such factors on our financial position or our results of operations. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results. We disclaim any responsibility to update any forward-looking statement provided in this document.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

See discussion of quantitative and qualitative disclosures about market risk in “Market Risks” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Item 4. Controls and Procedures

The Company carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act of 1934 as of the end of the second quarter of 2005. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective in timely alerting them to material information required to be included in the periodic SEC filings for Maytag (including its consolidated subsidiaries).

There was no change in internal control over financial reporting that occurred during the second quarter of 2005 that has materially affected or is reasonably likely to materially affect Maytag’s internal control over financial reporting.

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Part II OTHER INFORMATION

Item 1. Legal Proceedings

Sheet Metal Workers Local #218(S) Pension Fund v. Maytag Corporation. On May 26, 2005, Sheet Metal Workers Local #218(S) Pension Fund filed a complaint on its own behalf and on behalf of an alleged class of the Company’s stockholders against the Company and its directors Barbara Allen, Howard Clark, Jr., Lester Crown, William Kerr, Ralph Hake, Wayland Hicks, James McCaslin, Bernard Rethore, W. Ann Reynolds, Neele Stearns, Jr., and Fred Steingraber in Iowa District Court, Jasper County. The complaint alleges, among other things, that the directors violated their fiduciary duties to the Company’s stockholders by, among other things, agreeing to sell the Company at an “artificially depressed” price before the impact of the Company’s recent restructuring efforts was reflected in its stock price, by causing the Company to enter into agreements that provide severance benefits to the Company’s officers in the event that they are terminated following a change of control, and failing to disclose non-pubic information concerning the value of the Company to stockholders. The complaint seeks, among other relief, certification of the alleged class, an injunction preventing completion of the merger (or rescinding the merger if it is completed prior to the receipt of such relief), the imposition of a constructive trust in plaintiff’s favor upon any benefits improperly received by defendants, and an award of attorneys’ fees and expenses. The Company believes this action is without merit and intends to defend it vigorously.

In re Maytag Corp. Shareholder Litigation. Between May 20 and 31, 2005, seven purported class action complaints were filed in the Delaware Court of Chancery for New Castle County by plaintiffs Market Street Securities, Inc., Herbert Resnik, David Roitman, Hindie Silver, Louis Rubinstein, David Birnbaum and Morris Gurt, on their own behalves and on behalf of an alleged class of the Company’s stockholders, against the Company and its directors Barbara Allen, Howard Clark, Jr., Lester Crown, William Kerr, Ralph Hake, Wayland Hicks, James McCaslin, Bernard Rethore, W. Ann Reynolds, Neele Stearns, Jr., and Fred Steingraber. These actions were thereafter consolidated into one action, and a consolidated and amended class action complaint was filed on July 15, 2005. The amended complaint alleges, among other things, that the merger consideration to be paid to the Company’s stockholders in the Ripplewood merger is inadequate and unfair. The amended complaint further alleges that the Company’s directors violated their fiduciary duties to the Company’s stockholders by, among other things, failing to maximize stockholder value, by failing to complete a “meaningful market-check” of the Company’s value before entering into the merger agreement with Ripplewood, and by agreeing to a merger agreement that contained a $40 million termination fee “designed to deter more competitive offers for the Company.” The amended complaint seeks, among other relief, certification of the alleged class, preliminary and permanent injunctive relief against consummation of the merger (or rescinding the merger if it is completed prior to the receipt of such relief), an order directing the disclosure of all material information, compensatory and/or rescissory damages to the class, and an award of attorneys’ fees and expenses. The Company believes this consolidated action is without merit and intends to defend it vigorously.

Yellen v. Hake. On July 5, 2005, Barry Yellen filed a complaint against the Company, Chief Executive Officer Ralph Hake, and Chief Financial Officer George C. Moore, in the United States District Court for the Southern District of Iowa for alleged violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder. The complaint, brought on behalf of a purported class of purchasers of the Company’s common stock between March 7, 2005 and April 21, 2005, alleges, among other things, that the defendants knowingly or recklessly made materially false statements in a press release and at an investor conference on March 7, 2005 regarding the Company’s expected earnings range in 2005, and that defendants made such statements seeking to inflate the price of the Company’s shares in conjunction with ongoing negotiations to sell the Company to Ripplewood. The complaint seeks, among other relief, certification of the alleged class, unspecified compensatory damages, and an award of attorneys’ fees and expenses. The Company believes this lawsuit is without merit and intends to defend it vigorously.

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Item  4. Submission of Matters to a Vote of Security Holders.

(a) The Company held its Annual Meeting of Stockholders on May 12, 2005.

(b) The following matters were voted upon at the Annual Meeting of Stockholders:

1. The election of the nominees for the Board of Directors who will serve for a term to expire at the 2006 was voted on by the stockholders. The nominees, all of whom were elected, were Barbara R. Allen, Howard L. Clark, Jr., Lester Crown and William T. Kerr. The Inspector of Election certified the following vote tabulations:

	FOR	WITHHELD	NON-VOTE
Barbara R. Allen	53,330,838	16,828,925	0
Howard L. Clark, Jr.	54,288,581	15,871,182	0
Lester Crown	53,372,508	16,787,255	0
William T. Kerr	53,667,157	16,492,606	0

2. A proposal to ratify the selection of Ernst & Young LLP as independent registered public accounting firm to audit the consolidated financial statements to be included in the Annual Report to Stockholders for 2005 was approved by the stockholders. The Inspector of Election certified the following vote tabulations:

FOR	AGAINST	ABSTAIN	NON-VOTE
68,067,900	1,442,745	672,021	0

The proposal passed with 97% of the voted shares being voted “FOR” the proposal.

3. A company proposal to amend Bylaws to change the election of directors to an annual basis from a classified basis. The Inspector of Election certified the following vote tabulations:

FOR	AGAINST	ABSTAIN	NON-VOTE
68,152,193	1,366,582	663,891	0

The proposal passed with 85.7% of the outstanding shares entitled to vote being voted “FOR” the proposal.

4. A stockholder proposal concerning the classification of the Board of Directors. The Inspector of Election certified the following tabulations:

FOR	AGAINST	ABSTAIN	NON-VOTE
22,647,776	26,593,965	1,325,355	19,615,570

The proposal failed with 44.8% of the voted shares being voted “For” the proposal.

5. A stockholder proposal concerning shareholder adoption of a “poison pill” provisions. The Inspector of Election certified the following vote tabulations:

FOR	AGAINST	ABSTAIN	NON-VOTE
24,516,269	24,709,478	1,341,349	19,615,570

The proposal failed with 48.5% of the voted shares being voted “For” the proposal.

6. A stockholder proposal concerning a committee to report on outsourcing/offshore manufacturing.

FOR	AGAINST	ABSTAIN	NON-VOTE
5,811,001	43,252,568	1,463,622	19,655,475

The proposal failed with 11.5% of the voted shares being voted “For” the proposal .

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MAYTAG CORPORATION

Exhibits

Item 6. Exhibits

Exhibit	Description
3.1	Amendment to Maytag Corporation’s bylaws
31.1	Certification by Ralph F. Hake, Chief Executive Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
31.2	Certification by George C. Moore, Chief Financial Officer, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934
32.1	Certification by Ralph F. Hake, Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code
32.2	Certification by George C. Moore, Chief Financial Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code

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MAYTAG CORPORATION

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		MAYTAG CORPORATION
Date:	July 22, 2005	George C. Moore
		George C. Moore Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

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EX-3.1

Exhibit 3.1

MAYTAG CORPORATION

A Delaware Corporation

BYLAWS

Revised as of May 12, 2005

MAYTAG CORPORATION

BYLAWS

Offices

1. The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the registered agent in charge thereof is the Corporation Trust Company. The corporation may also have an office in the City of Newton, Jasper County, State of Iowa, and also offices at such other places as the board of directors may from time to time appoint or the business of the corporation may require.

Seal

2. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.”

Stockholders Meetings

3. Meetings of the stockholders may be held at such place as shall be determined by resolution of the board of directors.

4. An annual meeting of the stockholders shall be held on such date and at such time and place as shall be fixed by resolution of the board of directors. Any previously scheduled annual or special meeting of the stockholders may be postponed by resolution of the board of directors upon public notice given prior to the date previously scheduled for such meeting of stockholders. At the annual meeting the stockholders shall elect directors of the class for which the term expires on such date and shall transact such other business as may properly be brought before the meeting.

Except as otherwise provided by statute or the Certificate of Incorporation, the only business which properly shall be conducted at any annual meeting of the stockholders shall (i) have been specified in the written notice of the meeting (or any supplement thereto) given as provided in Bylaw 7, (ii) be brought before the meeting by or at the direction of the Board of Directors or the officer of the corporation presiding at the meeting or (iii) have been specified in a written notice (a “Stockholder Meeting Notice”) given to the corporation, in accordance with all of the following requirements, by or on behalf of any stockholder who is entitled to vote at such meeting. Each Stockholder Meeting Notice must be delivered personally to, or be mailed to and received by, the secretary of the corporation at the principal executive offices of the corporation, in Newton, Iowa, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days

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from such anniversary date, the Stockholder Meeting Notice to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. For purposes of these Bylaws, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended. Each Stockholder Meeting Notice shall set forth: (i) a description of each item of business proposed to be brought before the meeting and the reasons for conducting such business at the annual meeting; (ii) the name and record address of the stockholder proposing to bring such item of business before the meeting; (iii) the class and number of shares of stock held of record, owned beneficially and represented by proxy by such stockholder as of the record date for the meeting (if such date shall then have been made publicly available) and as of the date of such Stockholder Meeting Notice and; (iv) all other information which would be required to be included in a proxy statement filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder were a participant in a solicitation subject to Section 14 of the Securities Exchange Act of 1934 as amended. No business shall be brought before any annual meeting of stockholders of the corporation otherwise than as provided in this Bylaw 4; provided, however, that nothing contained in this Bylaw 4 shall be deemed to preclude discussion by any stockholder of any business properly brought before the annual meeting. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that business was not properly brought before the meeting in accordance with the provisions of this Bylaw 4 and, if he should so determine, he should so declare to the meeting and any such business so determined to be not properly brought before the meeting shall not be transacted.

5. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person, or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws. The officer of the corporation presiding at the meeting or a majority of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum present. Notice of the time or place of an adjourned meeting shall be given only as required by law. The stockholders present at a duly called meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient stockholders to constitute the remaining stockholders less than a quorum. At such adjourned meeting at which the requisite amount of voting stock shall be represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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6. At each meeting of the stockholders every stockholder having the right to vote shall be entitled to vote in person or may authorize another person or persons to act for such stockholder as proxy by the methods provided in Section 212 of the General Corporation Law of the State of Delaware, as in effect from time to time. No such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Each stockholder shall have one vote for each share of stock having voting power, registered in his name on the books of the corporation. The vote for directors, and upon the demand of any stockholder, the vote upon any question before the meeting, shall be by ballot. Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders.

7. Written notice of the annual meeting shall be prepared and mailed by the corporation to each stockholder entitled to vote thereat at such address as appears on the stock book of the corporation at least ten and not more than sixty days prior to the meeting.

8. A complete list of the stockholders entitled to vote at the ensuing meeting, arranged in alphabetical order, with the address of each, and the number of voting shares held by each, shall be prepared by the secretary and filed in the office where the meeting is to be held, at least ten days before every meeting of stockholders, and shall, during the usual hours of business during such ten day period, and during the whole time of said meeting of stockholders, be open to the examination of any stockholder for any purpose germane to the meeting.

9. Special meetings of stockholders of the corporation may be called only by the board of directors pursuant to a resolution approved by a majority of the whole board of directors. Any previously scheduled annual or special meeting of the stockholders may be postponed by resolution of the board of directors upon public notice given prior to the date previously scheduled for such meeting of stockholders. This Bylaw 9 may not be amended or rescinded except by the affirmative vote of the holders of at least two-thirds of the stock of the corporation issued and outstanding and entitled to vote, at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment be contained in the notice of meeting.

10. Business transacted at all special meetings shall be confined to the objects stated in the notice of the special meeting. Written notice of a special meeting of stockholders stating the time and place and object thereof shall be prepared and mailed by the corporation, postage prepaid, at least ten and not more than sixty days before such meeting, to each stockholder entitled to vote thereat at such address as appears on the books of the corporation.

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11. The board of directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the corporation in other capacities, including, without limitation, as officers, employees, agents or representatives of the corporation, to act at a meeting of stockholders and make a written report thereof. One or more persons may be designated by the board of directors as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the officer appointed to act or is able to act at a meeting of stockholders, the officer of the corporation presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by law.

The officer of the corporation presiding at the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting.

Directors

12. The property and business of this corporation shall be managed by its board of directors. Except as otherwise provided in these Bylaws or by law, all directors of the corporation shall be elected at the annual meeting of stockholders each year. The number of directors which shall constitute the whole board of directors shall be at least three and such number may be fixed from time to time by a majority of the whole board, or if the number is not so fixed, the number shall be eleven. Any person elected or re-elected as a director at any meeting of stockholders, beginning with the annual meeting of stockholders in 2005 shall serve for a term of one year and until such person’s successor is duly elected and qualified.

This Section 12 may not be amended or rescinded except by the affirmative vote of the holders of at least two-thirds of the stock of the corporation issued and outstanding and entitled to vote, at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment be contained in the notice of the meeting.

13. The directors may hold their meetings and have one or more offices, and keep the books of the corporation outside of Delaware, at the office of the corporation in the city of Newton, Iowa, or at such other places as they may from time to time determine.

14. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the board may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by stockholders.

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14A. Except as otherwise fixed pursuant to the Certificate of Incorporation relating to the rights of the holders of any one or more classes or series of Preferred Stock issued by the corporation, acting separately by class or series, to elect, under specified circumstances, directors at a meeting of stockholders, nominations for the election of directors may be made by the board of directors or a committee appointed by the board of directors or by any stockholder entitled to vote in the election of directors generally. However, any stockholder entitled to vote in the election of directors generally may nominate one or more persons for election as directors at any annual meeting only if written notice of such stockholder’s intent to make such nomination or nominations has been delivered personally to, or been mailed to and received by, the secretary of the corporation at the principal executive offices of the corporation in Newton, Iowa, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. Each such notice shall set forth: (i) the name and record address of the stockholder who intends to make the nomination; (ii) the name, age, principal occupation or employment, business address and residence address of the person or persons to be nominated; (iii) the class and number of shares of stock held of record, owned beneficially and represented by Proxy by such stockholder and by the person or persons to be nominated as of the date of such notice; (iv) a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (v) a description of all arrangements or understandings between such stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder; (vi) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the Securities Exchange Act of 1934, as amended, and the proxy rules of the Securities and Exchange Commission; and (vii) the consent of each nominee to serve as a director of the corporation if so elected. The corporation may require any proposed nominee to furnish such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as a director of the corporation. Notwithstanding anything in the second sentence of this Bylaw 14A to the contrary, in the event that the number of directors to be elected to the board of directors of the corporation is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased board of directors made by the corporation at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Bylaw 14A shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the secretary at the principal executive offices of the corporation, in Newton, Iowa, not later than the close of business on the 10th day following the day on which such public announcement is first made by the corporation. The officer of the corporation presiding at the annual meeting of stockholders shall, if the facts so warrant, determine that a nomination was not made in

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accordance with the provisions of this Bylaw 14A, and if he should so determine, he should so declare to the meeting and the defective nomination shall be disregarded.

Nominations of persons for election to the board of directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (a) by or at the direction of the board of directors or (b) provided that the board of directors has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time of giving of notice provided for in this Bylaw 14A, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Bylaw 14A. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by the first paragraph of this Bylaw 14A shall be delivered to the secretary at the principal executive offices of the corporation not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting.

No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in these Bylaws.

Notwithstanding the provisions of Bylaw 4 and this Bylaw 14A, a stockholder shall also comply with all applicable requirements of the Securities and Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in Bylaw 4 and this Bylaw 14A. Nothing in Bylaw 4 and this Bylaw 14A shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the Securities and Exchange Act of 1934, as amended.

Executive Committee

15. There may be an executive committee of two or more directors designated by resolution passed by a majority of the whole board. Said committee may meet at stated times, or on notice to all by any of their own number. During the intervals between meetings of the board such committee shall advise with and aid the officers of the corporation in all matters concerning its interests and the management of its business, and generally perform such duties and exercise such powers as may be directed or delegated by the board of directors from time to time. The board may delegate to such committee authority to exercise all the powers of the board excepting power to amend the Bylaws, while the board is not in session. Vacancies in the membership of the committee shall be filled by the board of directors at a regular meeting or at a special meeting called for that purpose.

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16. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

Compensation of Directors

17. Directors who as officers or employees of the corporation receive compensation from it shall not receive any stated compensation for their services as directors; but by resolution of the board reasonable compensation for attendance at board meetings may be allowed and paid.

Directors who do not receive compensation from the corporation for employment with it in the capacity of an officer or employee shall be allowed and paid such stated compensation as may be fixed by the board of directors; and such directors shall be reimbursed for expenses incurred in connection with the performance of their duties or services as director, the amount thereof to be allowed and paid by resolution of the board.

Nothing herein contained shall be construed as precluding a director from serving the company in any other capacity and receiving compensation therefor.

18. Members of special or standing committees may be allowed and paid compensation for their services as such, and expenses incident thereto, in such amounts as from time to time are fixed and allowed by the board of directors.

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Meetings of the Board

19. The newly elected board may meet without notice for the purpose of organization or otherwise immediately following the annual meeting of the stockholders or at such place and time as shall be fixed by resolution of the board.

20. Regular meetings of the board may be held without notice at such time and place as shall from time to time be determined by resolution of the board.

21. Special meetings of the board may be called by the chairman of the board or the president on two days’ written notice mailed to each director, or on not less than 24 hours’ notice delivered to each director personally, telephonically or by telegram or telecopy at such number as has been provided by the director; special meetings shall be called by the chairman of the board, the president or secretary in like manner and on like notice on the written request of a majority of the directors then in office. A special meeting may be held without notice if all the directors are present or, if those not present waive notice of the meeting in writing, either before or after such meeting.

22. At all meetings of the board, four directors, but not less than one-third of the total number of directors, shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, shall be the act of the board of directors, except as may be otherwise provided by statute or by the Certificate of Incorporation or by these Bylaws.

Officers

23. The officers of this corporation shall be chosen by the directors and shall be a president, one or more vice presidents, a secretary, controller, and such assistant secretaries as the board of directors may designate. The board may also elect a chairman of the board and in that event, shall designate whether he or the president shall be the chief executive officer of the corporation.

24. The board of directors, at its first meeting after each annual meeting of stockholders, shall elect the corporate officers.

25. The board may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

26. The salaries of the officers of the corporation shall be fixed from time to time by the board of directors; provided that in the case of officer members of the board of directors their salaries may be fixed from time to time by either of the following additional methods: (i) by a salary committee of not less than three members appointed, by a resolution passed by a majority of the whole board of directors, from among the members of the board of directors who are not officers of the corporation, or (ii) by a

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salary committee composed of all members of the board of directors who are not officers of the corporation, such committee to act by a majority of its members. None of the officers of the corporation shall be prevented from receiving a salary by reason of the fact that he is also a member of the board of directors; but an officer who shall also be a member of the board of directors shall not have any vote in a determination by the board of directors of the amount of salary that shall be paid to him.

27. The officers of the corporation shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the whole board of directors.

Chairman of the Board of Directors

28. Whenever a chairman of the board of directors has been elected by the board, he shall preside at all meetings of the board of directors and of the stockholders. If no chairman of the board is elected, the president shall act as the chairman of the board and shall assume the powers and duties of the chairman.

President

29. (a) The president shall be the chief executive officer of the corporation unless a chairman of the board has been elected and designated as such officer. Subject to the authority of the chairman of the board in such event, the president shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect. In the absence or disability of the chairman of the board, where that office has been filled by election of the board, the powers and duties of the chairman shall be assumed by the president.

(b) He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation.

(c) He shall have the general powers and duties of supervision and management usually vested in the office of president of the corporation.

Vice President

30. The board of directors may elect one or more vice presidents and may designate one or more of the vice presidents to be executive vice presidents. Subject to the succession provided for in Bylaw 29(a), in the absence or disability of the CEO, the executive vice presidents, or the vice presidents in the event none have been designated “Executive”, in the order designated, (or in the absence of any designation, then in the

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order of their election) shall perform the duties and exercise the powers of the CEO. The vice president(s) shall perform such other duties as the board of directors may prescribe.

Secretary

31. The secretary shall attend all sessions of the board and all meetings of the stockholders and record all votes and the minutes of all proceedings in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall be custodian of the corporate records and of the seal of the corporation and see that the seal of the corporation is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized. He shall give, or cause to be given, notice of all meetings of the stockholders and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.

Treasurer

32. (a) The treasurer shall, under the general direction of the Chief Financial Officer, be responsible for the planning and directing of corporate finance activities. He shall have the custody of corporate funds and securities and shall deposit all moneys, and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

(b) He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman of the Board, the President and the directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer.

(c) He shall give the Corporation a bond if required by the Board of Directors in a sum, and with one or more sureties satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Chief Financial Officer

33. The Chief Financial Officer of the corporation shall have the general responsibility for the financial operations of the corporation and for all receipts and disbursements of the funds of the corporation.

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Controller

34. The controller shall be the chief accounting officer of the corporation.

Assistant Secretary

35. The assistant secretaries in the order of their seniority shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties as the board of directors shall prescribe.

Assistant Treasurer

36. Repealed.

Vacancies and Newly Created Directorships

37. If the office of any officer or agent becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, such vacancy may be filled by the board of directors.

Vacancies in the board of directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified. This second paragraph of Section 37 may not be amended or rescinded except by the affirmative vote of the holders of at least two-thirds of the stock of the corporation issued and outstanding and entitled to vote, at any regular or special meeting of the stockholders if notice of the proposed alteration or amendment be contained in the notice of the meeting.

Duties of Officers May be Delegated

38. In case of the absence of any officer of the corporation, or for any other reason that the board may deem sufficient, the board may delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer, or to any director, provided a majority of the entire board concur therein.

Certificates of Stock

39. The certificates of stock of the corporation shall be numbered and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s

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name and number of shares and shall be signed by the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary.

Transfers of Stock

40. Transfers of stock shall be made on the books of the corporation only by the person named in the certificate or by attorney, lawfully constituted in writing, and upon surrender of the certificate therefor.

41. The board of directors shall have power to appoint one or more transfer agents and/or one or more registrars of transfers and may provide that the issuance of certificates of stock of this corporation shall not be valid unless signed by such transfer agent or transfer agents and/or registrar of transfers or registrars of transfers, and if such certificate is countersigned (1) by a transfer agent other than the corporation or its employee, or (2) by a registrar other than the corporation or its employee, any other signature on the certificate may be a facsimile.

Record Dates

42. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any such other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business of the day next preceding the day on which notice is given, and the record date for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Registered Stockholders

43. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

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Lost Certificate

44. Any person claiming a certificate of stock to be lost, stolen or destroyed, shall make an affidavit or affirmative of the fact and advertise the same in such manner as the board of directors may require, and shall if the directors so require give the corporation a bond of indemnity, sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of a new replacement certificate, whereupon a new certificate may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen or destroyed.

Inspection of Books

45. The directors shall determine from time to time whether and, if allowed, when and under what conditions and regulations the accounts and books of the corporation (except such as may by statute be specifically open to inspection) or any of them shall be open to the inspection of the stockholders, and the stockholders’ rights in this respect are and shall be restricted and limited accordingly.

Checks

46. All checks or demands for money and notes of the corporation, shall be signed by such officer or officers, employee or employees as the board of directors may from time to time designate.

Fiscal Year

47. Repealed.

Directors’ Annual Statement

48. The board of directors shall present at each annual meeting, and when called for by vote of the stockholders at any special meeting of the stockholders, a full and clear statement of the business and condition of the corporation.

Notices

49. Except as otherwise provided in these Bylaws, whenever under the provisions of these Bylaws notice is required to be given to any director, officer or stockholder, it

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shall not be construed to mean personal notice, but such notice may be given in writing, by telecopy as provided in Bylaw 21, by mail, by depositing the same in the post office or letter box, in a postpaid sealed wrapper, addressed to such stockholder, officer or director at such address as appears on the books of the corporation, or, in default of other address, to such director, officer or stockholder at the General Post Office in the City of Wilmington, Delaware, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

Any stockholder, director, or officer may waive any notice required to be given under these Bylaws, either before or after the event for which such notice was required.

Incentive Payments

50. Repealed.

51. Unless otherwise provided by resolution adopted by the board of directors, the president or any vice president or the secretary may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the company the powers and rights which it may have as the holder of stock or other securities in any other corporation or membership in any organization, to vote or consent in respect of such stock or other securities or membership, and the president, or any vice president or the secretary may execute or cause to be executed in the name and on behalf of the company and under its corporate seal, or otherwise all such written proxies or other instruments as he may deem necessary or proper in order that the company may exercise its powers and rights.

Amendments

52. Except as otherwise provided in these Bylaws, these Bylaws may be altered or amended by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, at any regular or special meeting of the stockholders, if notice of the proposed alteration or amendment be contained in the notice of the meeting, or (except as otherwise provided in these Bylaws) by the affirmative vote of a majority of the board of directors at a regular or special meeting of the board.

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* ** * * * * * * *

I, Patricia J. Martin, Secretary of MAYTAG CORPORATION, a corporation organized and existing under the laws of the State of Delaware, do hereby certify that as such Secretary, I have custody and possession of the records and corporate seal of said corporation, and that the foregoing is a full, true and correct copy of the Bylaws of said corporation in my custody and possession; and that the seal hereto affixed is the common or corporate seal of said corporation so in my custody and possession.

IN WITNESS WHEREOF, I have hereunto set my hand as such Secretary and affixed the corporate seal of said corporation this 19th day of July, 2005.

/s/ Patricia J. Martin

Secretary

EX-31.1

Exhibit 31.1

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

I, Ralph F. Hake, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Maytag Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over the financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information: and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2005

Ralph F. Hake

Ralph F. Hake

Chairman and Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATION REQUIRED BY RULE 13a-14(a) OR RULE 15d-14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

I, George C. Moore, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Maytag Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting: and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal controls over the financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information: and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 22, 2005

George C. Moore

George C. Moore

Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

Certification Pursuant to Section 1350 of Chapter 63

Of Title 18 of the United States Code

I, Ralph F. Hake, the Chief Executive Officer of Maytag Corporation, certify that (i) the Form 10-Q for the period ended July 2, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of Maytag Corporation.

Ralph F. Hake

Ralph F. Hake, Chief Executive Officer

July 22, 2005

Date

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EX-32.2

EXHIBIT 32.2

Certification Pursuant to Section 1350 of Chapter 63

Of Title 18 of the United States Code

I, George C. Moore, the Chief Financial Officer of Maytag Corporation, certify that (i) the Form 10-Q for the period ended July 2, 2005, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the foregoing report fairly presents, in all material respects, the financial condition and results of operations of Maytag Corporation.

George C. Moore

George C. Moore, Chief Financial Officer

July 22, 2005

Date

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