---



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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- 1 -



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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



- 2 -



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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      |  



- 3 -



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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
|                                    |  |             |           |                |   |          



- 4 -



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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  |  
|                                                                                  |  |             |            |   |                |   |            |  



- 5 -



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Maytag Corporation

Consolidated Statements of Cash Flows



|                                                                                     |  |                  |         |   |            |   |          |  
|------------------------------------------------------------------------------------ |  | ---------------- | ------- | - | ---------- | - | -------- | -
|                                                                                     |  | Six Months Ended |        
|In thousands                                                                         |  | July 22005       |         |   | July 32004 |  
|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    |  
|                                                                                     |  |                  |         |   |            |   |          |  



- 6 -



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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.



- 7 -



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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 22005         |        | July 32004 |  
|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 22005         |        | July 32004 |  
|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  | )
|                                                                         |  |                    |        |            |   |         |  



- 8 -



---

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



|                                     |  |            |          |   |               |   |          |  
|------------------------------------ |  | ---------- | -------- | - | ------------- | - | -------- | -
|In thousands                         |  | July 22005 |          |   | January 12005 |  
|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 22005 |         | January 12005
|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 22005         |        | July 32004 |                  |         | July 22005 |  | July 32004 |       
|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.



- 9 -



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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.



- 10 -



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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 22005         |         |   | July 32004       |   |         | July 22005 |  |   | July 32004 |  
|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 12005
|Total assets        |  |             |           |               |   |          
|Home Appliances     |  | $           | 2,879,741 |               | $ | 2,896,916
|Commercial Products |  |             | 139,376   |               |   | 123,108  
|                    |  |             |           |               |   |          
|Consolidated total  |  | $           | 3,019,117 |               | $ | 3,020,024
|                    |  |             |           |               |   |          



- 11 -



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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-CashUtilization |   |  | 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.



- 12 -



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|                                                                                                                                            |  |                    |       |   |                  |   |         |            |  |   |            |   |  |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ---------------- | - | ------- | ---------- |  | - | ---------- | - |  | - | ------ | -
|                                                                                                                                            |  | Three Months Ended |       |   | Six Months Ended |  
|In thousands except per share data                                                                                                          |  | July 22005         |       |   | July 32004       |   |         | July 22005 |  |   | July 32004 |  
|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.



- 13 -



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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 22005       |         |   | July 32004 |  
|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 22005         |         |   | July 32004       |   |         | July 22005 |  |   | July 32004 |  
|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.



- 14 -



---

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.



- 15 -



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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.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



- 16 -



---

| |  |  | 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------



- 17 -



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



|                                             |  |                   |         |   |                 |      |   |                   |   |         |                 |  |       |  
|-------------------------------------------- |  | ----------------- | ------- | - | --------------- | ---- | - | ----------------- | - | ------- | --------------- |  | ----- | -
|In millions (except per share data)          |  | SecondQuarter2005 |         |   | Percent ofsales |      |   | SecondQuarter2004 |   |         | Percent ofsales | 
|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.



- 18 -



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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.



- 19 -



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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 Half2005 |         |   | Percent ofsales |      |   | First Half2004 |   |         | Percent ofsales | 
|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



- 20 -



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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.



- 21 -



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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.



- 22 -



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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.



- 23 -



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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.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



- 24 -



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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.



- 25 -



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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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