8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 3, 2006

MAYTAG CORPORATION

(Exact name of registrant as specified in its charter)

A Delaware Corporation

(State or other jurisdiction incorporation)

Commission file number 1-655

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

403 West Fourth Street North, Newton, Iowa 50208

(Address of principal executive offices)

Registrant’s telephone number: 641-792-7000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communication pursuant to Rule 13e-4 (c)  under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Public release of material non-public information regarding results of operations and financial condition for a completed period

Attached as Exhibit 99 is Maytag Corporation’s earnings release for the three and twelve months ended December 31, 2005. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.  Financial Statements and Exhibits

(c) Exhibits.

The exhibits accompanying this report are listed in the accompanying Exhibit Index.

2

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 hereunto duly authorized.

Maytag Corporation
(Registrant)
By:	/s/ George C. Moore
	George C. Moore
	Executive Vice President and Chief Financial Officer

February 3, 2006
(Date)

3

EXHIBIT INDEX

The following exhibits are filed herewith.

Exhibit No.
99	Earnings release for three and twelve months ended December 31, 2005.

4

EX-99

Exhibit 99

Maytag Announces Fourth Quarter And Full-Year 2005 Results

          NEWTON, Iowa, Feb. 3 /PRNewswire-FirstCall/ -- Maytag Corporation  (NYSE: MYG) announced today fourth quarter consolidated sales of  $1.24 billion, up 6.6 percent from sales of $1.16 billion in the same period last year. 

          Net loss for the fourth quarter of 2005 was $75 million or 93 cents per share, compared with a net loss of $14.1 million, or 18 cents per share, a year ago. Diluted loss per share for the fourth quarters of 2005 and 2004 included the following items:

	Three Months Ended
	Quarter 4 2005			Quarter 4 2004
Diluted Loss Per Share	$	(0.93	)	$	(0.18	)
Included in diluted loss per share (net of tax) were the following items:
Restructuring and related charges - manufacturing		0.32			0.01
Restructuring and related charges - reorganization		—			0.12
Asset impairment		0.11			—
Goodwill impairment-Commercial Products		0.06			—
Front-load washer litigation		—			0.13
Merger-related expense, net		0.13			—

          Fourth quarter 2005 results were impacted by restructuring charges of $42.1 million recorded primarily in connection with the closing of the Florence, South Carolina, plant, which was announced in the fourth quarter.  A $13.8 million non-cash asset impairment charge related to a laundry product line and a goodwill impairment charge of $4.5 million involving a commercial cooking business were recorded in the quarter.  In addition, $10.2 million of merger-related expenses associated with the pending sale of the company to Whirlpool impacted the quarter. Last year’s quarterly results included restructuring and related charges of $14.8 million and a $15 million charge for front-load washer litigation.

          In the fourth quarter of 2005, net sales were up 6.9 percent in Home Appliances, driven by solid sales in all major appliance categories, especially refrigeration.  Compared with the prior year period, sales of floor care products were down significantly for the quarter. Maytag Services continued its strong performance with double-digit revenue growth versus a year ago, while Maytag International revenues were down slightly. In the fourth quarter, Commercial Products net sales were down 1.1 percent from the same period a year ago.

          Operating results were negatively impacted by lower utilization of manufacturing capacity, a disappointing performance in floor care due to continued volume decline and price erosion, as well as higher distribution costs.  

          Maytag Chairman and CEO Ralph Hake said, “We showed solid top-line sales growth during the quarter with increases in all our major appliance product categories.  However, I am extremely disappointed that our positive sales gains in major appliances were more than offset by our overall high cost structure and poor floor care performance.”

          Hake emphasized, “Improving our financial results is the top priority for Maytag.  We will address our profitability over the next several quarters by continuing to pursue business improvement initiatives.  We also expect to evaluate alternative strategies for our floor care product line and commercial businesses, including their possible sale.”

          During the quarter, the company also entered into a new $600 million, five-year, senior-secured revolving credit agreement.  The new credit agreement should provide the company with substantially more financial flexibility, including the capacity to refinance all 2006 debt maturities, as well as providing working capital needed to operate the business.  Maytag has the ability to increase the new credit facility by $150 million to  $750 million.

          In the fourth quarter, Maytag certified substantial compliance with the Antitrust Division of the Department of Justice in response to the request for additional information (“second request”) regarding the proposed merger with Whirlpool Corporation.  On December 22, 2005, Maytag shareholders overwhelmingly approved the proposed merger agreement with Whirlpool with 97.8 percent of the voted shares cast in favor of the merger. 

          The proposed merger is currently being reviewed by the Antitrust Division of the Department of Justice.  In order to facilitate the review, Whirlpool and Maytag have agreed not to close the proposed merger before February 27, 2006, without the Antitrust Division’s concurrence, although the Antitrust Division may request additional time for review. Whirlpool and Maytag continue to expect the transaction to close as early as the first quarter of 2006.

Full-Year Performance

          Maytag’s net sales for the full fiscal year 2005 were $4.9 billion, up 3.8 percent from the $4.72 billion reported for fiscal 2004.  Net loss for fiscal 2005 was $81.9 million or $1.02 per share, compared to a net loss of $9 million or 11 cents per share a year ago.  Diluted loss per share for the full fiscal years of 2005 and 2004 included the following items:

	Twelve Months Ended
	2005			2004
Diluted Loss Per Share	$	(1.02	)	$	(0.11	)
Included in diluted loss per share (net of tax) were the following items:
Restructuring and related charges - manufacturing		0.35			0.30
Restructuring and related charges - reorganization		0.06			0.30
Asset impairment		0.11			—
Goodwill impairment-Commercial Products		0.06			0.12
Front-load washer litigation		—			0.29
Adverse judgment on pre-acquisition distributor lawsuit		—			0.09
Gain on sale of property		—			(0.10	)
Merger-related expense, net (includes $40 million Triton termination fee and $40 million reimbursement by Whirlpool)		0.22			—

          Full-year 2005 results included restructuring and related charges of  $52.8 million, a non-cash asset impairment charge related to a laundry product line of $13.8 million and a goodwill impairment charge of $4.5 million involving a commercial cooking business.  In addition to these expenses,  $19.7 million of net merger-related expenses impacted results in 2005.  Prior year results included restructuring and related charges of $69.8 million, a $33.5 million charge for front-load washer litigation, a $9.6 million goodwill impairment charge related to the previously mentioned commercial cooking business and a $9.7 million gain on the sale of a warehouse.

          Home Appliances sales for 2005 were $4.66 billion, up 4.6 percent from fiscal 2004.  This growth was spurred by increases in major appliances, both in domestic and international markets.  Maytag Services’ revenues were up double-digit for the full year.  Commercial Products’ sales were down 10.1 percent, impacted by declining sales in the vending industry.

          Operating loss for fiscal 2005 was $37.1 million, compared with operating income of $40.3 million in the prior 12-month period.   Factors negatively impacting full-year results, in addition to the restructuring and impairments previously mentioned, included: higher raw material and distribution costs; lower utilization of manufacturing capacity, primarily in laundry and floor care; and declines in sales and margins for floor care products and vending equipment.

          For the full fiscal year 2005, cash flow provided by operations was  $20.8 million compared with $261.7 million provided by operations in the same 12-month period in 2004.  Cash flow was impacted by a larger net loss and an increase in working capital in 2005 as well as cash payments for restructuring and litigation-related charges paid in 2005, but recorded in the prior year.

About Maytag Corporation

          Maytag Corporation is a $4.9 billion home and commercial appliance company focused in North America and in targeted international markets.  The corporation’s primary brands are Maytag(R), Hoover(R), Jenn-Air(R), Amana(R), Dixie-Narco(R) and Jade(R).

Quarterly Conference Call

          Maytag will host a conference call for members of the financial community today at 8:30 a.m. CT (9:30 a.m. ET) to comment on its performance.  Chairman & CEO Ralph Hake and CFO George Moore will participate in the call.  The company will not conduct a question-and-answer session during this conference call.

          Persons wishing to listen should telephone 888-942-8132 at 8:20 a.m. CT (international participants should dial 210-234-0005) and use the pass code Maytag.   The conference call will be recorded and available by telephone from 10:30 a.m. CT February 3 until 10:30 a.m. CT February 6.  Persons interested in listening to the conference call tape should call 800-685-2427 or internationally 203-369-3101.

          Additionally, Maytag’s conference call will be distributed live over CCBN’s Investor Distribution Network to both institutional and individual investors.  Individual investors can listen to the call through CCBN’s individual investor center at www.fulldisclosure.com or by visiting any of the investor sites in CCBN’s Individual Investor Network.  Institutional investors can access the call via CCBN’s password-protected event management site, StreetEvents (www.streetevents.com).  The audio webcast can also be accessed through Maytag’s Web site, http://www.maytagcorp.com , by clicking on the “Corporate News Center” and then “Conference Calls.”  Replays will be available on both the Maytag and CCBN Web sites.  

          This document includes statements that do not directly or exclusively relate to historical facts.  Such statements are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements speak only as of this date and include statements regarding anticipated future financial operating performance and results and expectations as to the closing of the transaction with Whirlpool.  These statements are based on the current expectations of management of Maytag.  There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this document.  For example, with respect to the transaction with Whirlpool (1) conditions to the closing of the transaction may not be satisfied or the merger agreement may be terminated prior to closing; (2) Maytag may be unable to obtain the regulatory approvals required to close 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) Maytag may be unable to achieve cost-cutting goals or it may take longer than expected to achieve those goals; (4) the transaction may involve unexpected costs or unexpected liabilities; (5) the credit ratings of Maytag or its subsidiaries may be different from what the parties expect; (6) the businesses of Maytag may suffer as a result of uncertainty surrounding the transaction; (7) the industry may be subject to future regulatory or legislative actions that could adversely affect Maytag; and (8) Maytag may be adversely affected by other economic, business, and/or competitive factors.  Additional factors that may affect the future results of Maytag are set forth in its filings with the Securities and Exchange Commission (“SEC”), which are available at http://www.maytagcorp.com.  Maytag undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

          For a description of such factors, refer to “Forward-Looking Statements” in the Management’s Discussion and Analysis section of Maytag’s Annual Report on Form 10-K for the year ended January 3, 2004, and each quarter’s 10-Q.

FOURTH QUARTER SALES AND EARNINGS COMPARISON (UNAUDITED)

NET SALES (in thousands)

	2005		2004		% Change
Home Appliances	$	1,189,371	$	1,112,467		6.9
Commercial Products		51,321		51,880		(1.1	)
Consolidated	$	1,240,692	$	1,164,347		6.6

OPERATING LOSS (in thousands)

	2005			2004			% Change
Home Appliances	$	(71,865	)	$	(4,855	)		(1,380.2	)
Commercial Products		(8,415	)		(1,417	)		(493.9	)
Reported	$	(80,280	)	$	(6,272	)		(1,180.0	)
Included in operating loss
Restructuring and related charges-Home Appliances	$	42,068		$	14,551
Asset impairment-Home Appliances		13,800			—
Front-load washer litigation-Home Appliances		—			15,000
Restructuring and related charges-Commercial Products		60			298
Goodwill impairment-Commercial Products		4,525			—

NET LOSS (in thousands)

	2005			2004			% Change
Reported	$	(74,990	)	$	(14,120	)		(431.1	)
Included in net loss (net of tax)
Restructuring and related charges	$	26,120		$	10,024
Asset impairment		8,556			—
Goodwill impairment-Commercial Products		4,525			—
Front-load washer litigation		—			10,125
Merger-related expense, net		10,269			—

BASIC AND DILUTED LOSS PER SHARE

	2005			2004			% Change
Reported	$	(0.93	)	$	(0.18	)		(416.7	)
Included in basic and diluted loss per share (net of tax)
Restructuring and related charges	$	0.32		$	0.13
Asset impairment		0.11			—
Goodwill impairment-Commercial Products		0.06			—
Front-load washer litigation		—			0.13
Merger-related expense, net		0.13			—
Basic and diluted weighted-average shares outstanding (thousands)		80,358			79,336

TWELVE MONTHS SALES AND EARNINGS COMPARISON (2005 UNAUDITED)

NET SALES (in thousands)

	2005		2004		% Change
Home Appliances	$	4,664,892	$	4,458,696		4.6
Commercial Products		236,223		262,842		(10.1	)
Consolidated	$	4,901,115	$	4,721,538		3.8

OPERATING INCOME (LOSS) (in thousands)

	2005			2004			% Change
Home Appliances	$	(24,162	)	$	47,465			(150.9	)
Commercial Products		(12,939	)		(7,117	)		(81.8	)
Reported	$	(37,101	)	$	40,348			(192.0	)
Included in operating income (loss)
Restructuring and related charges-Home Appliances	$	52,357		$	69,310
Asset impairment-Home Appliances		13,800			—
Front-load washer litigation-Home Appliances		—			33,500
Gain on sale of property-Home Appliances		—			(9,711	)
Restructuring and related charges-Commercial Products		422			448
Goodwill impairment-Commercial Products		4,525			9,600

NET LOSS (in thousands)

	2005			2004			% Change
Reported	$	(81,947	)	$	(9,006	)		(809.9	)
Included in net loss (net of tax)
Restructuring and related charges	$	33,015		$	47,087
Asset impairment		8,556			—
Goodwill impairment-Commercial Products		4,525			9,600
Front-load washer litigation		—			22,613
Adverse judgment on pre-acquisition distributor lawsuit		—			7,091
Gain on sale of property		—			(7,769	)
Income from discontinued operations		—			(339	)
Merger-related expense, net (includes $40 million Triton termination fee and $40 million reimbursement by Whirlpool)		17,778			—

BASIC AND DILUTED LOSS PER SHARE

	2005			2004			% Change
Reported	$	(1.02	)	$	(0.11	)		(827.3	)
Included in basic and diluted loss per share (net of tax)
Restructuring and related charges		0.41		$	0.60
Asset impairment		0.11			—
Goodwill impairment-Commercial Products		0.06			0.12
Front-load washer litigation		—			0.29
Adverse judgment on pre-acquisition distributor lawsuit		—			0.09
Gain on sale of property		—			(0.10	)
Merger-related expense, net (includes $40 million Triton termination fee and $40 million reimbursement by Whirlpool)		0.22			—
Basic and diluted weighted-average shares outstanding (thousands)		79,949			79,078

MAYTAG CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	Fourth Quarter Ended						Twelve Months Ended
	December 31 2005			January 1 2005			December 31 2005			January 1 2005
	(unaudited)			(unaudited)			(unaudited)
Net sales	$	1,240,692		$	1,164,347		$	4,901,115		$	4,721,538
Cost of sales		1,135,599			1,021,640			4,413,458			4,061,319
Gross profit		105,093			142,707			487,657			660,219
Selling, general and administrative expenses		124,920			119,130			453,654			507,013
Restructuring and related charges		42,128			14,849			52,779			69,758
Asset impairment		13,800			—			13,800			—
Goodwill impairment-Commercial Products		4,525			—			4,525			9,600
Front-load washer litigation		—			15,000			—			33,500
Operating income (loss)		(80,280	)		(6,272	)		(37,101	)		40,348
Interest expense		(16,964	)		(15,431	)		(65,811	)		(56,274	)
Adverse judgment on pre-acquisition distributor lawsuit		—			—			—			(10,505	)
Merger-related expense, net (includes $40 million Triton termination fee and $40 million reimbursement by Whirlpool)		(10,179	)		—			(19,695	)		—
Other-net		(414	)		(2,135	)		2,346			5,113
Loss before income taxes		(107,837	)		(23,838	)		(120,261	)		(21,318	)
Income tax benefit		(32,847	)		(9,718	)		(38,314	)		(11,973	)
Loss from continuing operations		(74,990	)		(14,120	)		(81,947	)		(9,345	)
Income from discontinued operations, net of tax		—			—			—			339
Net loss	$	(74,990	)	$	(14,120	)	$	(81,947	)	$	(9,006	)
Basic loss per common share:
Loss from continuing operations	$	(0.93	)	$	(0.18	)	$	(1.02	)	$	(0.12	)
Discontinued operations		—			—			—			—
Net loss	$	(0.93	)	$	(0.18	)	$	(1.02	)	$	(0.11	)
Basic weighted-average shares outstanding		80,358			79,336			79,949			79,078
Diluted loss per common share:
Loss from continuing operations	$	(0.93	)	$	(0.18	)	$	(1.02	)	$	(0.12	)
Discontinued operations		—			—			—			—
Net loss	$	(0.93	)	$	(0.18	)	$	(1.02	)	$	(0.11	)
Diluted weighted-average shares outstanding		80,358			79,336			79,949			79,078

MAYTAG CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	December 31 2005			January 1 2005
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	72,339		$	164,276
Accounts receivable - net		672,734			629,901
Inventories		633,657			515,321
Deferred income taxes		73,031			55,862
Prepaids and other current assets		44,775			80,137
Total current assets		1,496,536			1,445,497
Noncurrent assets		659,133			653,365
Property, plant and equipment		797,902			921,162
Total assets	$	2,953,571		$	3,020,024
LIABILITIES AND SHAREOWNERS’ DEFICIT
Current liabilities
Accounts payable	$	550,986		$	545,901
Accrued liabilities		387,136			358,119
Notes payable and current portion of long-term debt		408,277			6,043
Total current liabilities		1,346,399			910,063
Long-term debt, less current portion		563,368			972,568
Postretirement benefit liability		522,367			531,995
Accrued pension cost		526,864			496,480
Other noncurrent liabilities		181,895			183,942
Shareowners’ deficit		(187,322	)		(75,024	)
Total liabilities and shareowners’ deficit	$	2,953,571		$	3,020,024

MAYTAG CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	Twelve Months Ended
	December 31 2005			January 1 2005
	(unaudited)
Operating activities
Net loss	$	(81,947	)	$	(9,006	)
Net income from discontinued operations		—			(339	)
Depreciation and amortization		167,547			169,782
Deferred income taxes		(56,054	)		2,636
Loss (gain) on sale of property		4,174			(7,945	)
Restructuring and related charges, net of cash		27,285			36,859
Asset impairment		13,800			—
Goodwill impairment-Commercial Products		4,525			9,600
Front-load washer litigation, net of cash paid		(12,003	)		23,092
Adverse judgment on pre-acquisition distributor lawsuit		(12,250	)		10,505
Change in working capital		(156,029	)		(948	)
Pension expense		71,948			63,024
Pension contributions		(52,715	)		(94,324	)
Postretirement benefit liability		(9,627	)		(6,110	)
Other		112,162			64,903
Net cash provided by operating activities		20,816			261,729
Investing activities
Capital expenditures		(93,406	)		(94,420	)
Proceeds from business disposition, net of transaction costs		—			11,248
Proceeds from property dispositions, net of transaction costs		15,839			23,477
Investing activities		(77,567	)		(59,695	)
Financing activities
Net reduction of notes payable		—			(71,491	)
Proceeds from issuance of long-term debt		—			100,000
Repayment of long-term debt		(3,055	)		(21,521	)
Stock options and employee stock		4,927			5,478
Dividends on common stock		(35,921	)		(56,899	)
Other		(1,024	)		(280	)
Financing activities		(35,073	)		(44,713	)
Effect of exchange rates		(113	)		199
Increase (decrease) in cash and cash equivalents		(91,937	)		157,520
Cash and cash equivalents at beginning of period		164,276			6,756
Cash and cash equivalents at end of period	$	72,339		$	164,276

          Media Contact:     John Daggett
          Maytag Corporate Communications
          (641) 787-7711
           john.daggett@maytag.com

SOURCE  Maytag Corporation
          -0-                                                  02/03/2006
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