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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



For the quarterly period ended October 1, 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



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MAYTAG CORPORATION



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|                       |  |                                              
|---------------------- |  | ---------------------------------------------
|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



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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 ̈



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



The number of
shares outstanding of each of the issuers classes of common stock, as of October 1, 2005:



Common Stock, $1.25 par value  80,153,738



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MAYTAG CORPORATION

Quarterly Report on Form 10-Q

Quarter Ended October 1, 2005



INDEX



|        |  |                                                                                       |  |   
|------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I  |  | FINANCIAL INFORMATION                                                                 |  | 3 
|        |  |                                                                                      
|Item 1. |  | Financial Statements                                                                  |  | 3 
|        |  |                                                                                      
|        |  | 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                            |  | 27
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 27
|        |  |                                                                                      
|PART II |  | OTHER INFORMATION                                                                     |  | 28
|        |  |                                                                                      
|Item 1. |  | Legal Proceedings                                                                     |  | 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 |           |   | Nine Months Ended |  
|In thousands, except per share data                                                                                   |  | October 12005      |           |   | October 22004     |   |           | October 12005 |  |   | October 22004 |  
|Net sales                                                                                                             |  | $                  | 1,262,866 |   |                   | $ | 1,186,018 |               |  | $ | 3,660,423     |   |  | $ | 3,557,190 |  
|Cost of sales                                                                                                         |  |                    | 1,145,232 |   |                   |   | 1,028,130 |               |  |   | 3,277,859     |   |  |   | 3,039,678 |  
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Gross profit                                                                                                          |  |                    | 117,634   |   |                   |   | 157,888   |               |  |   | 382,564       |   |  |   | 517,512   |  
|Selling, general and administrative expenses                                                                          |  |                    | 115,799   |   |                   |   | 122,400   |               |  |   | 328,734       |   |  |   | 387,883   |  
|Restructuring and related charges                                                                                     |  |                    | 2,417     |   |                   |   | 19,062    |               |  |   | 10,651        |   |  |   | 54,909    |  
|Goodwill impairment-Commercial Products                                                                               |  |                    |          |   |                   |   |          |               |  |   |              |   |  |   | 9,600     |  
|Front-load washer litigation                                                                                          |  |                    |          |   |                   |   |          |               |  |   |              |   |  |   | 18,500    |  
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Operating income (loss)                                                                                               |  |                    | (582      | ) |                   |   | 16,426    |               |  |   | 43,179        |   |  |   | 46,620    |  
|Interest expense                                                                                                      |  |                    | (16,794   | ) |                   |   | (14,736   | )             |  |   | (48,847       | ) |  |   | (40,843   | )
|Adverse judgment on pre-acquisition distributor lawsuit                                                               |  |                    |          |   |                   |   |          |               |  |   |              |   |  |   | (10,505   | )
|Merger-related expenses, net (includes $40 million Triton termination fee and $40 million reimbursement by Whirlpool) |  |                    | (8,468    | ) |                   |   |          |               |  |   | (9,516        | ) |  |   |          |  
|Other-net                                                                                                             |  |                    | (1,531    | ) |                   |   | 4,326     |               |  |   | 2,760         |   |  |   | 7,248     |  
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income (loss) before taxes                                                                                            |  |                    | (27,375   | ) |                   |   | 6,016     |               |  |   | (12,424       | ) |  |   | 2,520     |  
|Income tax benefit                                                                                                    |  |                    | (9,205    | ) |                   |   | (1,119    | )             |  |   | (5,467        | ) |  |   | (2,255    | )
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Income (loss) from continuing operations                                                                              |  |                    | (18,170   | ) |                   |   | 7,135     |               |  |   | (6,957        | ) |  |   | 4,775     |  
|Income from discontinued operations, net of tax                                                                       |  |                    |          |   |                   |   | 339       |               |  |   |              |   |  |   | 339       |  
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Net income (loss)                                                                                                     |  | $                  | (18,170   | ) |                   | $ | 7,474     |               |  | $ | (6,957        | ) |  | $ | 5,114     |  
|                                                                                                                      |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Basic earnings (loss) per common share:                                                                               |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Net income (loss)                                                                                                     |  | $                  | (0.23     | ) |                   | $ | 0.09      |               |  | $ | (0.09         | ) |  | $ | 0.06      |  
|                                                                                                                      |  |                    |           |  
|Diluted earnings (loss) per common share:                                                                             |  |                    |           |   |                   |   |           |               |  |   |               |   |  |   |           |  
|Net income (loss)                                                                                                     |  | $                  | (0.23     | ) |                   | $ | 0.09      |               |  | $ | (0.09         | ) |  | $ | 0.06      |  
|                                                                                                                      |  |                    |           |  
|Cash dividends paid per share                                                                                         |  | $                  | 0.09      |   |                   | $ | 0.18      |               |  | $ | 0.36          |   |  | $ | 0.54      |  



- 3 -



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Maytag Corporation

Consolidated Balance Sheets



|                                    |  |               |           |               |   |          
|----------------------------------- |  | ------------- | --------- | ------------- | - | ---------
|In thousands, except share data     |  | October 12005 |           | January 12005
|Assets                              |  |               |           |               |   |          
|Current assets                      |  |               |           |               |   |          
|Cash and cash equivalents           |  | $             | 57,168    |               | $ | 164,276  
|Accounts receivable-net             |  |               | 725,162   |               |   | 629,901  
|Inventories                         |  |               | 620,755   |               |   | 515,321  
|Deferred income taxes               |  |               | 56,488    |               |   | 55,862   
|Prepaids and other current assets   |  |               | 32,076    |               |   | 80,137   
|                                    |  |               |           |               |   |          
|Total current assets                |  |               | 1,491,649 |               |   | 1,445,497
|                                    |  |              
|Noncurrent assets                   |  |               |           |               |   |          
|Deferred income taxes               |  |               | 261,339   |               |   | 253,428  
|Prepaid pension cost                |  |               | 1,404     |               |   | 1,492    
|Intangible pension asset            |  |               | 49,051    |               |   | 49,051   
|Goodwill                            |  |               | 259,413   |               |   | 259,413  
|Other intangibles, net              |  |               | 34,249    |               |   | 36,016   
|Other noncurrent assets             |  |               | 38,721    |               |   | 53,965   
|                                    |  |               |           |               |   |          
|Total noncurrent assets             |  |               | 644,177   |               |   | 653,365  
|                                    |  |              
|Property, plant and equipment       |  |               |           |               |   |          
|Land                                |  |               | 15,808    |               |   | 15,489   
|Buildings and improvements          |  |               | 347,036   |               |   | 343,321  
|Machinery and equipment             |  |               | 1,851,318 |               |   | 1,866,485
|Construction in progress            |  |               | 39,963    |               |   | 19,874   
|                                    |  |               |           |               |   |          
|Property, plant and equipment       |  |               | 2,254,125 |               |   | 2,245,169
|Less accumulated depreciation       |  |               | 1,401,017 |               |   | 1,324,007
|                                    |  |               |           |               |   |          
|Total property, plant and equipment |  |               | 853,108   |               |   | 921,162  
|                                    |  |               |           |               |   |          
|Total assets                        |  | $             | 2,988,934 |               | $ | 3,020,024
|                                    |  |               |           |               |   |          



- 4 -



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Maytag Corporation

Consolidated Balance Sheets - Continued



|                                                                                  |  |               |            |   |               |   |            |  
|--------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ------------- | - | ---------- | -
|In thousands, except share data                                                   |  | October 12005 |            |   | January 12005 |  
|Liabilities and Shareowners Deficit                                              |  |               |            |   |               |   |            |  
|Current liabilities                                                               |  |               |            |   |               |   |            |  
|Accounts payable                                                                  |  | $             | 540,400    |   |               | $ | 545,901    |  
|Compensation to employees                                                         |  |               | 49,812     |   |               |   | 50,195     |  
|Accrued liabilities                                                               |  |               | 315,204    |   |               |   | 307,924    |  
|Current portion of long-term debt                                                 |  |               | 215,126    |   |               |   | 6,043      |  
|                                                                                  |  |               |            |   |               |   |            |  
|Total current liabilities                                                         |  |               | 1,120,542  |   |               |   | 910,063    |  
|                                                                                  |  |              
|Noncurrent liabilities                                                            |  |               |            |   |               |   |            |  
|Long-term debt, less current portion                                              |  |               | 759,066    |   |               |   | 972,568    |  
|Postretirement benefit liability                                                  |  |               | 525,406    |   |               |   | 531,995    |  
|Accrued pension cost                                                              |  |               | 498,202    |   |               |   | 496,480    |  
|Other noncurrent liabilities                                                      |  |               | 181,094    |   |               |   | 183,942    |  
|                                                                                  |  |               |            |   |               |   |            |  
|Total noncurrent liabilities                                                      |  |               | 1,963,768  |   |               |   | 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                                                        |  |               | 411,792    |   |               |   | 428,889    |  
|Retained earnings                                                                 |  |               | 1,258,639  |   |               |   | 1,294,412  |  
|Cost of common stock in treasury (200536,982,836 shares; 200437,737,263 shares) |  |               | (1,401,585 | ) |               |   | (1,430,176 | )
|Employee stock plans                                                              |  |               | (2,683     | ) |               |   | (3,913     | )
|Accumulated other comprehensive loss                                              |  |               | (507,977   | ) |               |   | (510,674   | )
|                                                                                  |  |               |            |   |               |   |            |  
|Total shareowners deficit                                                        |  |               | (95,376    | ) |               |   | (75,024    | )
|                                                                                  |  |               |            |   |               |   |            |  
|Total liabilities and shareowners deficit                                        |  | $             | 2,988,934  |   |               | $ | 3,020,024  |  
|                                                                                  |  |               |            |   |               |   |            |  



- 5 -



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Maytag Corporation

Consolidated Statements of Cash Flows



|                                                                                     |  |                   |          |   |               |   |          |  
|------------------------------------------------------------------------------------ |  | ----------------- | -------- | - | ------------- | - | -------- | -
|                                                                                     |  | Nine Months Ended |         
|In thousands                                                                         |  | October 12005     |          |   | October 22004 |  
|Operating activities                                                                 |  |                   |          |   |               |   |          |  
|Net income (loss)                                                                    |  | $                 | (6,957   | ) |               | $ | 5,114    |  
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                   |          |   |               |   |          |  
|Net income from discontinued operations                                              |  |                   |         |   |               |   | (339     | )
|Depreciation                                                                         |  |                   | 123,523  |   |               |   | 127,014  |  
|Amortization                                                                         |  |                   | 1,663    |   |               |   | 1,022    |  
|Deferred income taxes                                                                |  |                   | (8,537   | ) |               |   | 29,723   |  
|Loss (gain) on sale of property                                                      |  |                   | 534      |   |               |   | (9,711   | )
|Restructuring and related charges, net of cash paid                                  |  |                   | (13,828  | ) |               |   | 40,545   |  
|Goodwill impairment-Commercial Products                                              |  |                   |         |   |               |   | 9,600    |  
|Front-load washer litigation, net of cash paid                                       |  |                   | (8,922   | ) |               |   | 9,832    |  
|Adverse judgment on pre-acquisition distributor lawsuit                              |  |                   | (12,250  | ) |               |   | 10,505   |  
|Changes in working capital items                                                     |  |                   |          |   |               |   |          |  
|Accounts receivable                                                                  |  |                   | (93,915  | ) |               |   | (73,024  | )
|Inventories                                                                          |  |                   | (105,077 | ) |               |   | (105,996 | )
|Other current assets                                                                 |  |                   | 49,646   |   |               |   | 36,920   |  
|Trade payables                                                                       |  |                   | (6,746   | ) |               |   | 5,396    |  
|Other current liabilities                                                            |  |                   | 43,552   |   |               |   | 44,008   |  
|Pension expense                                                                      |  |                   | 53,810   |   |               |   | 47,426   |  
|Pension contributions                                                                |  |                   | (51,873  | ) |               |   | (93,471  | )
|Postretirement benefit liability                                                     |  |                   | (6,589   | ) |               |   | (2,762   | )
|Other noncurrent liabilities                                                         |  |                   | 5,006    |   |               |   | 17,130   |  
|Other assets                                                                         |  |                   | 4,621    |   |               |   | 5,979    |  
|Other                                                                                |  |                   | 2,778    |   |               |   | 2,786    |  
|                                                                                     |  |                   |          |   |               |   |          |  
|Net cash provided by (used in) operating activities                                  |  | $                 | (29,561  | ) |               | $ | 107,697  |  
|                                                                                     |  |                  
|Investing activities                                                                 |  |                   |          |   |               |   |          |  
|Capital expenditures                                                                 |  | $                 | (64,746  | ) |               | $ | (67,036  | )
|Proceeds from business disposition, net of transaction costs                         |  |                   |         |   |               |   | 11,248   |  
|Proceeds from property dispositions, net of transaction costs                        |  |                   | 15,768   |   |               |   | 14,251   |  
|                                                                                     |  |                   |          |   |               |   |          |  
|Investing activities                                                                 |  | $                 | (48,978  | ) |               | $ | (41,537  | )
|                                                                                     |  |                  
|Financing activities                                                                 |  |                   |          |   |               |   |          |  
|Net reduction of notes payable                                                       |  | $                 |         |   |               | $ | (71,491  | )
|Proceeds from issuance of long-term debt                                             |  |                   |         |   |               |   | 100,000  |  
|Repayment of long-term debt                                                          |  |                   | (2,518   | ) |               |   | (4,020   | )
|Stock options and employee stock                                                     |  |                   | 3,756    |   |               |   | 3,361    |  
|Dividends on common stock                                                            |  |                   | (28,692  | ) |               |   | (42,623  | )
|Other                                                                                |  |                   | (1,025   | ) |               |   | (283     | )
|                                                                                     |  |                   |          |   |               |   |          |  
|Financing activities                                                                 |  | $                 | (28,479  | ) |               | $ | (15,056  | )
|                                                                                     |  |                  
|Effect of exchange rates on cash                                                     |  |                   | (90      | ) |               |   | (102     | )
|                                                                                     |  |                   |          |   |               |   |          |  
|Increase (decrease) in cash and cash equivalents                                     |  |                   | (107,108 | ) |               |   | 51,002   |  
|Cash and cash equivalents at beginning of period                                     |  |                   | 164,276  |   |               |   | 6,756    |  
|                                                                                     |  |                   |          |   |               |   |          |  
|Cash and cash equivalents at end of period                                           |  | $                 | 57,168   |   |               | $ | 57,758   |  
|                                                                                     |  |                   |          |   |               |   |          |  



- 6 -



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MAYTAG CORPORATION

Notes to Consolidated Financial Statements

October 1, 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 nine-month periods ended
October 1, 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 August 22, 2005, Maytag entered into a definitive merger agreement with Whirlpool Corporation (Whirlpool), which provides that, upon completion of the
merger of a subsidiary of Whirlpool into Maytag, each share of Maytag common stock outstanding will be converted into the right to receive (i) $10.50 in cash and (ii) between 0.1144 and 0.1398 of a share of Whirlpool common stock. The
amount of Whirlpool common stock to be issued in exchange for each Maytag share will depend upon the volume-weighted average trading price of Whirlpools common stock during a 20 trading-day period ending shortly before the merger. Maytag
stockholders will receive 0.1144 of a share of Whirlpool stock if the average Whirlpool stock price is $91.7937 or greater or 0.1398 if it is $75.1039 or less; between the two prices, the exchange ratio will vary proportionately.



In anticipation of signing the Whirlpool merger agreement, Maytag terminated the prior merger
agreement with Triton and paid a $40 million termination fee to Triton Acquisition Holding Company (Triton). As part of the agreement with Whirlpool, Maytag was reimbursed for the $40 million termination fee. In the merger agreement,
Whirlpool has agreed to provide Maytag with up to $15 million for retention of Maytag employees and has agreed to pay a reverse break-up fee of $120 million if the merger cannot be completed due to an inability to obtain regulatory
approval.



- 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                                                             |  | October 12005      |         |   | October 22004 |  
|Net income (loss)                                                        |  | $                  | (18,170 | ) |               | $ | 7,474  |  
|Other comprehensive income (loss) items, net of income taxes             |  |                    |         |   |               |   |        |  
|Unrealized gains on securities, net of tax                               |  |                    |        |   |               |   | 333    |  
|Less: Reclassification adjustment for gain included in net income (loss) |  |                    |        |   |               |   | (1,066 | )
|Foreign currency translation, net of tax                                 |  |                    | 2,494   |   |               |   | 1,979  |  
|Less: Reclassification adjustment for gain included in net income        |  |                    |        |   |               |   | (379   | )
|                                                                         |  |                    |         |   |               |   |        |  
|Total other comprehensive income (loss)                                  |  |                    | 2,494   |   |               |   | 867    |  
|                                                                         |  |                    |         |   |               |   |        |  
|Comprehensive income (loss)                                              |  | $                  | (15,676 | ) |               | $ | 8,341  |  
|                                                                         |  |                    |         |   |               |   |        |  
|                                                                         | 
|                                                                         |  | Nine Months Ended  |        
|In thousands                                                             |  | October 12005      |         |   | October 22004 |  
|Net income (loss)                                                        |  | $                  | (6,957  | ) |               | $ | 5,114  |  
|Other comprehensive income (loss) items, net of income taxes             |  |                    |         |   |               |   |        |  
|Unrealized gains on securities, net of tax                               |  |                    |        |   |               |   | 434    |  
|Less: Reclassification adjustment for gain included in net income (loss) |  |                    |        |   |               |   | (1,801 | )
|Foreign currency translation, net of tax                                 |  |                    | 2,697   |   |               |   | 117    |  
|Less: Reclassification adjustment for gain included in net income        |  |                    |        |   |               |   | (379   | )
|                                                                         |  |                    |         |   |               |   |        |  
|Total other comprehensive income (loss)                                  |  |                    | 2,697   |   |               |   | (1,629 | )
|                                                                         |  |                    |         |   |               |   |        |  
|Comprehensive income (loss)                                              |  | $                  | (4,260  | ) |               | $ | 3,485  |  
|                                                                         |  |                    |         |   |               |   |        |  



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



|                                     |  |               |          |   |               |   |          |  
|------------------------------------ |  | ------------- | -------- | - | ------------- | - | -------- | -
|In thousands                         |  | October 12005 |          |   | January 12005 |  
|Minimum pension liability adjustment |  | $             | (507,793 | ) |               | $ | (507,793 | )
|Foreign currency translation loss    |  |               | (184     | ) |               |   | (2,881   | )
|                                     |  |               |          |   |               |   |          |  
|Accumulated other comprehensive loss |  | $             | (507,977 | ) |               | $ | (510,674 | )
|                                     |  |               |          |   |               |   |          |  



- 8 -



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NOTE D  INVENTORIES



Inventories consisted of the following:



|                                   |  |               |         |               |   |        
|---------------------------------- |  | ------------- | ------- | ------------- | - | -------
|In thousands                       |  | October 12005 |         | January 12005
|Raw materials                      |  | $             | 83,344  |               | $ | 86,416 
|Work in process                    |  |               | 40,122  |               |   | 40,600 
|Finished goods                     |  |               | 583,745 |               |   | 476,588
|Supplies                           |  |               | 11,627  |               |   | 11,791 
|                                   |  |               |         |               |   |        
|Total FIFO cost                    |  |               | 718,838 |               |   | 615,395
|Less excess of FIFO cost over LIFO |  |               | 98,083  |               |   | 100,074
|                                   |  |               |         |               |   |        
|Inventories                        |  | $             | 620,755 |               | $ | 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 |         | Nine Months Ended
|In thousands                                                                                       |  | October 12005      |         |                   | October 22004 |   | October 12005 |  |   | October 22004
|Numerator for basic and diluted earnings (loss) per share-income (loss) from continuing operations |  | $                  | (18,170 | )                 |               | $ | 7,135         |  | $ | (6,957        | ) |  | $ | 4,775 
|                                                                                                   |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       
|Numerator for basic and diluted earnings (loss) per share-discontinued operations                  |  | $                  |        |                   |               | $ | 339           |  | $ |              |   |  | $ | 339   
|                                                                                                   |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       
|Numerator for basic and diluted earnings (loss) per share-net income (loss)                        |  | $                  | (18,170 | )                 |               | $ | 7,474         |  | $ | (6,957        | ) |  | $ | 5,114 
|                                                                                                   |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       
|Denominator for basic earnings (loss) per share - weighted-average shares                          |  |                    | 79,810  |                   |               |   | 79,116        |  |   | 79,813        |   |  |   | 78,992
|Effect of dilutive securities:                                                                     |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       
|Stock option plans                                                                                 |  |                    |        |                   |               |   | 66            |  |   |              |   |  |   | 232   
|                                                                                                   |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       
|Denominator for diluted earnings (loss) per share - adjusted weighted-average shares               |  |                    | 79,810  |                   |               |   | 79,182        |  |   | 79,813        |   |  |   | 79,224
|                                                                                                   |  |                    |         |                   |               |   |               |  |   |               |   |  |   |       



As of October 1, 2005, Maytag has
approximately 7.4 million shares of potentially dilutive securities outstanding with strike prices ranging between $17.63 to $57.25 per share (or approximately $30 per share on average). Maytags average stock price was $17.74 and $15.68
per share in the third quarter and first nine months, respectively, of 2005. Because Maytag has incurred losses in the third quarter and in the first nine months of 2005, all of these securities are considered antidilutive.



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



- 9 -



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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 if the proposed exposure draft is
finalized by the FASB.



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 take-up 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. On April 27, 2005, Maytag
entered into a settlement of the litigation in Canada. 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 first nine months of 2005 related to these
settlements, but adjustments might be required in future periods as more information becomes available.



In the third quarter of 2005, Mayag announced in conjunction with the U.S. Consumer Products Safety Commission a voluntary recall of approximately 5,000 front-load washing machines sold from April through May 2005. In
the second quarter of 2005, Maytag established a reserve for the estimated expenses associated with this matter. The supplier of the product has reimbursed us for the majority of our expenses to date arising from the recall and Maytag does not
expect this matter to have a material impact on its consolidated financial position or results of operations.



Late in the third quarter of 2005, Maytag determined that a quality issue on a sourced refrigeration product required a rework of product contained in our warehouses and distribution centers. Maytag established a
reserve for the total estimated expenses associated with this matter. While Maytag expects the supplier to share in these costs, it has not recorded the expected recovery from the supplier. Maytag does not expect this matter to have a material
impact on its consolidated financial position or results of operations.



Maytag
is currently investigating whether a common supplier-related quality and potential product safety issue recently disclosed to it by Whirlpool may affect certain refrigeration products manufactured by us prior to 2003. Although the companies share a
common supplier on certain models, it is not currently known whether the issue exists in Maytag products, nor can a projected cost of correcting the issue, if it does exist, be reasonably estimated at this time.



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 intend to defend them vigorously. For a description of these lawsuits, see Part II, Item 1 of the Form 10-Q.



NOTE G  SEGMENT REPORTING



Maytag has two reporting segments: Home Appliances and Commercial Products. Its Home Appliances segment manufactures and sells major appliances and floor care products
that are sold primarily to major national retailers and independent retail dealers in North America and in targeted international markets. This segment services major appliances manufactured by the Company and by other major appliance manufacturers.
It also services floor care products manufactured by Maytag. The Companys Commercial Products segment manufactures and sells vending equipment and commercial cooking products. These products are sold primarily to distributors and soft drink
bottlers in North America and in targeted international markets.



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



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



Financial information for reportable segments consisted of the following:



|                        |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|----------------------- |  | ------------------ | --------- | ----------------- | ------------- | - | ------------- |  | - | ------------- | - |  | - | --------- | -
|                        |  | Three Months Ended |           | Nine Months Ended |              
|In thousands            |  | October 12005      |           |                   | October 22004 |   | October 12005 |  |   | October 22004 |  
|Net sales               |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|Home Appliances         |  | $                  | 1,199,075 |                   |               | $ | 1,123,801     |  | $ | 3,475,521     |   |  | $ | 3,346,229 |  
|Commercial Products     |  |                    | 63,791    |                   |               |   | 62,217        |  |   | 184,902       |   |  |   | 210,961   |  
|                        |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|Consolidated total      |  | $                  | 1,262,866 |                   |               | $ | 1,186,018     |  | $ | 3,660,423     |   |  | $ | 3,557,190 |  
|                        |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|Operating income (loss) |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|Home Appliances         |  | $                  | 39        |                   |               | $ | 15,715        |  | $ | 47,703        |   |  | $ | 52,319    |  
|Commercial Products     |  |                    | (621      | )                 |               |   | 711           |  |   | (4,524        | ) |  |   | (5,699    | )
|                        |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  
|Consolidated total      |  | $                  | (582      | )                 |               | $ | 16,426        |  | $ | 43,179        |   |  | $ | 46,620    |  
|                        |  |                    |           |                   |               |   |               |  |   |               |   |  |   |           |  



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



|                                                        |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  
|------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ------------- |  | - | ------------- | - |  | - | ------- | -
|                                                        |  | Three Months Ended |         |   | Nine Months Ended |  
|In thousands                                            |  | October 12005      |         |   | October 22004     |   |         | October 12005 |  |   | October 22004 |  
|Total operating income (loss) for reportable segments   |  | $                  | (582    | ) |                   | $ | 16,426  |               |  | $ | 43,179        |   |  | $ | 46,620  |  
|Interest expense                                        |  |                    | (16,794 | ) |                   |   | (14,736 | )             |  |   | (48,847       | ) |  |   | (40,843 | )
|Adverse judgment on pre-acquisition distributor lawsuit |  |                    |        |   |                   |   |        |               |  |   |              |   |  |   | (10,505 | )
|Merger-related expenses, net                            |  |                    | (8,468  | ) |                   |   |        |               |  |   | (9,516        | ) |  |   |        |  
|Other - net                                             |  |                    | (1,531  | ) |                   |   | 4,326   |               |  |   | 2,760         |   |  |   | 7,248   |  
|                                                        |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  
|Income (loss) from operations before income taxes       |  | $                  | (27,375 | ) |                   | $ | 6,016   |               |  | $ | (12,424       | ) |  | $ | 2,520   |  
|                                                        |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  



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



|                    |  |               |           |               |   |          
|------------------- |  | ------------- | --------- | ------------- | - | ---------
|                    |  | As Of        
|In thousands        |  | October 12005 |           | January 12005
|Total assets        |  |               |           |               |   |          
|Home Appliances     |  | $             | 2,857,390 |               | $ | 2,896,916
|Commercial Products |  |               | 131,544   |               |   | 123,108  
|                    |  |               |           |               |   |          
|Consolidated total  |  | $             | 2,988,934 |               | $ | 3,020,024
|                    |  |               |           |               |   |          



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NOTE H  RESTRUCTURING AND RELATED CHARGES



Activity in the restructuring and related charges reserve included in accrued liabilities
for the nine months ended October 1, 2005 consisted of the following:



|                                      |  |                       |        |                        |   |                 |  |   |                     |   |  |                       |        |   |  |   |      
|------------------------------------- |  | --------------------- | ------ | ---------------------- | - | --------------- |  | - | ------------------- | - |  | --------------------- | ------ | - |  | - | -----
|Description of reserve (in thousands) |  | BalanceJanuary 1,2005 |        | Charged toEarnings2005 |   | CashUtilization |  |   | Non-CashUtilization |   |  | BalanceOctober 1,2005
|Severance and related expense         |  | $                     | 20,518 |                        | $ | 2,498           |  | $ | (21,572             | ) |  | $                     |       |   |  | $ | 1,444
|Accelerated depreciation              |  |                       |       |                        |   | 5,316           |  |   |                    |   |  |                       | (5,316 | ) |  |   |     
|Purchase commitment                   |  |                       | 1,610  |                        |   | 1,544           |  |   | (1,614              | ) |  |                       |       |   |  |   | 1,540
|Other                                 |  |                       |       |                        |   | 1,293           |  |   | (1,293              | ) |  |                       |       |   |  |   |     
|                                      |  |                       |        |                        |   |                 |  |   |                     |   |  |                       |        |   |  |   |      
|Total                                 |  | $                     | 22,128 |                        | $ | 10,651          |  | $ | (24,479             | ) |  | $                     | (5,316 | ) |  | $ | 2,984
|                                      |  |                       |        |                        |   |                 |  |   |                     |   |  |                       |        |   |  |   |      



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 $155.1 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 nine months ended October 1, 2005, of $0.8 million and $3.1 million, respectively. Cash expenditures over the same periods were $0.3 million and $10.4 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 October 1, 2005,
the Company recorded $42.6 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 $1.7 million and $7.6 million of
these charges for the three and nine months ended October 1, 2005, primarily in the Home Appliances segment. Cash expenditures over the same periods were $1.2 million and $14.1 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 |         |   | Nine Months Ended |  
|In thousands except per share data                                                                                                          |  | October 12005      |         |   | October 22004     |   |       | October 12005 |  |   | October 22004 |  
|Net income (loss), as reported                                                                                                              |  | $                  | (18,170 | ) |                   | $ | 7,474 |               |  | $ | (6,957        | ) |  | $ | 5,114  |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                    | (465    | ) |                   |   | (613  | )             |  |   | (1,449        | ) |  |   | (2,264 | )
|                                                                                                                                            |  |                    |         |   |                   |   |       |               |  |   |               |   |  |   |        |  
|Pro forma net income (loss)                                                                                                                 |  | $                  | (18,635 | ) |                   | $ | 6,861 |               |  | $ | (8,406        | ) |  | $ | 2,850  |  
|                                                                                                                                            |  |                    |         |   |                   |   |       |               |  |   |               |   |  |   |        |  
|Basic earnings (loss) per share - as reported                                                                                               |  | $                  | (0.23   | ) |                   | $ | 0.09  |               |  | $ | (0.09         | ) |  | $ | 0.06   |  
|Diluted earnings (loss) per share-as reported                                                                                               |  | $                  | (0.23   | ) |                   | $ | 0.09  |               |  | $ | (0.09         | ) |  | $ | 0.06   |  
|Basic earnings (loss) per share - pro forma                                                                                                 |  | $                  | (0.23   | ) |                   | $ | 0.09  |               |  | $ | (0.11         | ) |  | $ | 0.04   |  
|Diluted earnings (loss) per share-pro forma                                                                                                 |  | $                  | (0.23   | ) |                   | $ | 0.09  |               |  | $ | (0.11         | ) |  | $ | 0.04   |  



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 nine months ended October 1, 2005, and October 2, 2004,
were as follows:



|                                                                              |  |                   |          |   |               |   |         |  
|----------------------------------------------------------------------------- |  | ----------------- | -------- | - | ------------- | - | ------- | -
|                                                                              |  | Nine Months Ended |         
|Warranty reserve (in thousands)                                               |  | October 12005     |          |   | October 22004 |  
|Balance at beginning of period                                                |  | $                 | 114,905  |   |               | $ | 103,227 |  
|Warranties accrued during the period                                          |  |                   | 101,261  |   |               |   | 98,176  |  
|Settlements made during the period                                            |  |                   | (101,770 | ) |               |   | (91,442 | )
|Changes in liability for adjustments during the period, including expirations |  |                   | 1,719    |   |               |   | 5,899   |  
|                                                                              |  |                   |          |   |               |   |         |  
|Balance at end of period                                                      |  | $                 | 116,115  |   |               | $ | 115,860 |  
|                                                                              |  |                   |          |   |               |   |         |  



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 |         |   | Nine Months Ended |  
|In thousands                             |  | October 12005      |         |   | October 22004     |   |         | October 12005 |  |   | October 22004 |  
|Components of net periodic pension cost: |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  
|Service cost                             |  | $                  | 6,754   |   |                   | $ | 6,781   |               |  | $ | 20,283        |   |  | $ | 21,542  |  
|Interest cost                            |  |                    | 26,017  |   |                   |   | 25,879  |               |  |   | 78,006        |   |  |   | 77,403  |  
|Expected return on plan assets           |  |                    | (28,876 | ) |                   |   | (28,602 | )             |  |   | (87,635       | ) |  |   | (85,798 | )
|Amortization of transition assets        |  |                    | (5      | ) |                   |   | (5      | )             |  |   | (14           | ) |  |   | (19     | )
|Amortization of prior service cost       |  |                    | 2,838   |   |                   |   | 2,818   |               |  |   | 8,463         |   |  |   | 8,903   |  
|Recognized actuarial loss                |  |                    | 11,574  |   |                   |   | 8,691   |               |  |   | 34,707        |   |  |   | 25,395  |  
|                                         |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  
|Net periodic pension cost                |  | $                  | 18,302  |   |                   | $ | 15,562  |               |  | $ | 53,810        |   |  | $ | 47,426  |  
|                                         |  |                    |         |   |                   |   |         |               |  |   |               |   |  |   |         |  



The Company made $51.9 million in
pension contributions in the first nine months of 2005, of which $50 million were voluntary contributions to the qualified pension plan. Maytag does not plan to make any contributions to the qualified pension plan for the remainder of 2005.



- 14 -



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



|                                                |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|----------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ------------- |  | - | ------------- | - |  | - | ------- | -
|                                                |  | Three Months Ended |        |   | Nine Months Ended |  
|In thousands                                    |  | October 12005      |        |   | October 22004     |   |        | October 12005 |  |   | October 22004 |  
|Components of net periodic postretirement cost: |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Service cost                                    |  | $                  | 2,325  |   |                   | $ | 1,308  |               |  | $ | 7,236         |   |  | $ | 7,898   |  
|Interest cost                                   |  |                    | 10,690 |   |                   |   | 9,294  |               |  |   | 32,791        |   |  |   | 32,308  |  
|Amortization of prior service benefit           |  |                    | (9,023 | ) |                   |   | (7,732 | )             |  |   | (25,772       | ) |  |   | (13,297 | )
|Recognized actuarial loss                       |  |                    | 7,796  |   |                   |   | 4,005  |               |  |   | 23,389        |   |  |   | 11,716  |  
|                                                |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  
|Net periodic postretirement cost                |  | $                  | 11,788 |   |                   | $ | 6,875  |               |  | $ | 37,644        |   |  | $ | 38,625  |  
|                                                |  |                    |        |   |                   |   |        |               |  |   |               |   |  |   |         |  



A reduction of the discount rate
utilized in determining 2005 expense and benefits recorded in the prior year quarter related to closing the Galesburg, Illinois, refrigeration plant were the primary reasons for the higher expense in the third quarter of 2005 as compared to the
prior year quarter. In addition, the prior year quarter included a year-to-date adjustment that reduced post-retirement medical expense due to new collective bargaining agreements at the Newton, Iowa, laundry facility that provided for the
elimination of postretirement medical benefits on a transitional basis. In the first nine months of 2005, Maytag standardized many of the medical plans provided to retired 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, Electrolux, and from Kenmore-branded products manufactured by
others, as well as several competitors from Asia and Europe, such as LG, Bosch, Samsung, Fisher Paykel, and Haier. 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.



- 16 -



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Pending Transaction



On August 22, 2005, Maytag entered into a definitive merger agreement with Whirlpool Corporation (Whirlpool), which provides that, upon completion of the
merger of a subsidiary of Whirlpool into Maytag, each share of Maytag common stock outstanding will be converted into the right to receive (i) $10.50 in cash and (ii) between 0.1144 and 0.1398 of a share of Whirlpool common stock. The
amount of Whirlpool common stock to be issued in exchange for each Maytag share will depend upon the volume-weighted average trading price of Whirlpools common stock during a 20 trading-day period ending shortly before the merger. Maytag
stockholders will receive 0.1144 of a share of Whirlpool common stock if the average Whirlpool common stock price is $91.7937 or greater or 0.1398 if it is $75.1039 or less; between the two prices, the exchange ratio will vary proportionately.



In anticipation of signing the Whirlpool merger agreement, Maytag terminated
the prior merger agreement with Triton and paid a $40 million termination fee to Triton Acquisition Holding Company (Triton). As part of the agreement with Whirlpool, Maytag was reimbursed for the $40 million termination fee. In the
merger agreement, Whirlpool has agreed to provide Maytag with up to $15 million for retention of Maytag employees and has agreed to pay a reverse break-up fee of $120 million if the merger cannot be completed due to an inability to
obtain regulatory approval.



For additional and more detailed information on
the transaction with Whirlpool, please refer to the Form S-4 Registration Statement filed by Whirlpool with the SEC on September 29, 2005. The registration statement contains a document that constitutes both a preliminary prospectus of
Whirlpool relating to the shares of Whirlpool common stock to be distributed in the merger, and a preliminary proxy statement to be provided to Maytag stockholders in connection with the special meeting of stockholders of Maytag to be held with
respect to the proposed merger. The transactions contemplated by the Whirlpool merger agreement are subject to regulatory approvals, among other conditions. The next steps in the transaction process include, among other things, the filing of a
definitive proxy statement, the SEC declaring effective the Whirlpool registration statement, the Maytag stockholder vote on the transaction, and regulatory clearance from the U.S. Department of Justice.



- 17 -



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Third Quarter Overview



| |  |  | Consolidated net sales increased 6.5% in the third quarter of 2005 as compared to the prior year quarter. Net sales increased 6.7% in Home Appliances and 2.5% in Commercial
Products.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operating loss for the third quarter of 2005 was $0.6 million compared to operating income of $16.4 million in the prior year.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pre-tax restructuring and related charges of $2.4 million were recorded in the third 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 third quarter of 2004, we recorded $19.1 million in restructuring charges related to these
items. The prior year quarter also included a $9.7 million gain on the sale of a warehouse.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net merger-related expenses for the third quarter of 2005 were $8.5 million. These expenses, which are not recorded in operating income, included a $40 million expense for the
termination fee paid to Triton and the offsetting $40 million reimbursement that we received from Whirlpool.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidated net loss for the third quarter of 2005 was $18.2 million or $0.23 per share compared to consolidated net income of $7.5 million or $0.09 per share in the prior year
quarter.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



First Nine Months and Cash Flow Overview



| |  |  | Net sales increased 2.9% in the first nine months of 2005 compared to the prior year. Net sales increased 3.9% in Home Appliances offsetting a 12.4% decline in Commercial Products.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operating income decreased to $43.2 million in the first nine months of 2005 as compared to $46.6 million in the first nine months of the prior year.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operating results included restructuring and related charges of $10.7 million in the first nine months of 2005 compared to $54.9 million in the prior year. In addition, the
operating results for the first nine months of 2004 included an $18.5 million charge for front-load washer litigation, a $9.6 million goodwill impairment charge and a $9.7 million gain on the sale of a warehouse.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net merger-related expenses for the first nine months of 2005 were $9.5 million. These expenses included a $40 million expense for the termination fee paid to Triton and the
offsetting $40 million reimbursement that we received from Whirlpool.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Net loss for the first nine months of 2005 was $7.0 million or $0.09 per share as compared to net income of $5.1 million or $0.06 per share in the prior year.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash flow used by operations was $29.6 million in the first nine months of 2005 compared to cash flow provided by operations of $107.7 million in the prior year.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



- 18 -



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Results of Operations  Third quarter of 2005 compared to the Third quarter of 2004



|                                            |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|------------------------------------------- |  | ---------------- | ------- | - | --------------- | ---- | - | ---------------- | - | --------------- |  | ---- | -
|In millions (except per share data)         |  | ThirdQuarter2005 |         |   | Percentof sales |      |   | ThirdQuarter2004 |   | Percentof sales | 
|Net sales                                   |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Home Appliances                             |  | $                | 1,199.1 |   |                 | 94.9 | % |                  | $ | 1,123.8         |  | 94.8 | %
|Commercial Products                         |  |                  | 63.8    |   |                 | 5.1  | % |                  |   | 62.2            |  | 5.2  | %
|                                            |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Total net sales                             |  |                  | 1,262.9 |   |                 |      |   |                  |   | 1,186.0         |  |      |  
|                                            |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Gross profit                                |  |                  | 117.6   |   |                 | 9.3  | % |                  |   | 157.9           |  | 13.3 | %
|Selling, general and adminstrative expenses |  |                  | 115.8   |   |                 | 9.2  | % |                  |   | 122.4           |  | 10.3 | %
|Restructuring charges                       |  |                  | 2.4     |   |                 | 0.2  | % |                  |   | 19.1            |  | 1.6  | %
|Operating income (loss)                     |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Home Appliances                             |  |                  | 0.0     |   |                 | 0.0  | % |                  |   | 15.7            |  | 1.3  | %
|Commercial Products                         |  |                  | (0.6    | ) |                 | 0.0  | % |                  |   | 0.7             |  | 0.1  | %
|                                            |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Total operating income (loss)               |  |                  | (0.6    | ) |                 | 0.0  | % |                  |   | 16.4            |  | 1.4  | %
|                                            |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Net income (loss)                           |  | $                | (18.2   | ) |                 | -1.4 | % |                  | $ | 7.5             |  | 0.6  | %
|Earnings (loss) per share                   |  | $                | (0.23   | ) |                 |      |   |                  | $ | 0.09            |  |      |  



Consolidated net sales in the third
quarter of 2005 increased by $76.9 million or 6.5% compared to the prior year quarter. Sales increases of laundry and refrigeration products, higher revenues from our service operations and favorable foreign currency exchange rates resulted in an
overall sales increase of 6.7% for Home Appliances. Unit sales of floor care products increased in the third quarter of 2005 compared to the prior year, but the impact of the increase in unit sales was more than offset by lower average selling
prices and unfavorable product mix. Net sales of Commercial Products increased 2.5% as sales increases in commercial cooking products offset a slight decline in vending equipment sales.



Gross profit declined to 9.3% of consolidated net sales in the third quarter of 2005 from 13.3% of consolidated net sales in the prior year
quarter due to lower production volumes that resulted in higher unabsorbed factory overhead costs, increased material costs primarily for steel and resins, lower average selling prices for floor care products and higher distribution costs. The gross
profit in the third quarter of 2004 included a $9.7 million gain from the sale of the Burlington, Ontario, warehouse. Lower production volume has resulted from a greater reliance on sourced product. We expect higher fuel and petroleum-based costs to
continue to adversely impact our operating results in the future.



Pension and
postretirement medical costs in the third quarter of 2005 were $30.1 million compared to $22.4 million in the prior year. A reduction of the discount rate utilized in determining 2005 expense and benefits recorded in the prior year quarter related
to closing the Galesburg, Illinois, refrigeration plant were the primary reasons for the higher expense in the third quarter of 2005 as compared to the prior year quarter. In addition, the prior year quarter included a year-to-date adjustment that
reduced postretirement medical expense due to new collective bargaining agreements at the Newton, Iowa, laundry facility that provided for the elimination of postretirement medical benefits on a transitional basis.



Selling, general and administrative expenses for the third quarter of 2005 declined to 9.2%
of consolidated net sales compared to 10.3% 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. These favorable items were partially offset by increased consulting costs relating to an analysis of our manufacturing operations and lower royalty
income from brand licensing activities. These consulting costs will continue in the fourth quarter of 2005.



Restructuring and related charges of $2.4 million were recorded in the third quarter of 2005. These charges related to the plan announced in the second quarter of 2004 to consolidate the Hoover floor care, Maytag
appliances, and



- 19 -



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corporate headquarters organizations and the previously announced closing of the Galesburg, Illinois, refrigeration plant. In the third quarter of 2004, we
recorded restructuring and related charges of $19.1 million for the headquarters consolidation and the closing of the refrigeration plant.



Our results continue to be adversely impacted by excess manufacturing capacity and high costs in the laundry and floor care product categories as we have transitioned to
increased sourcing of product from lower cost manufacturers. Although no plans have been finalized or approved, we are examining various initiatives to restructure certain manufacturing operations to reduce costs. We are reviewing a variety of
alternatives related to our current operating structure. Upon completion of our analysis of such alternatives and with an ultimate decision on the appropriate course of action, we may record significant cash and non-cash 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, consolidated operating loss was $0.6 million in the third
quarter of 2005 as compared to consolidated operating income of $16.4 million in the prior year quarter. Operating income in Home Appliances was approximately break even in the third quarter of 2005 as compared to $15.7 million in the prior year
quarter. The operating income of Home Appliances included restructuring and related charges of $2.4 million in the third quarter of 2005 and $19.0 million in the prior year quarter. Commercial Products recorded an operating loss of $0.6 million for
the third quarter of 2005 compared to operating income of $0.7 million in the prior year quarter. The prior year quarter of Commercial Products included $0.1 million for restructuring and related charges.



Interest expense in the third quarter of 2005 increased to $16.8 million from $14.7 million
in the prior year quarter as a result of higher interest rates partially offset by slightly lower average borrowing levels.



Net merger-related expenses for the third quarter of 2005 were $8.5 million, primarily for legal and investment banking services. These expenses included a $40 million
expense for the termination fee paid to Triton and the offsetting $40 million reimbursement that we received from Whirlpool. Merger-related expenses are anticipated to continue to have an adverse impact on net income.



Other-net was an expense of $1.5 million in the third quarter of 2005 compared to income of
$4.3 million in the prior year. Gains on sales of investments recorded in other-net in the third quarter of 2004 were the primary reasons for the change between years.



Maytag recorded a tax benefit of $9.2 million in the third quarter of 2005 on loss before income taxes of $27.4 million as compared to a tax
benefit of $1.1 million on income before income taxes of $6.0 million in the third quarter of 2004. The third quarter 2005 tax benefit reflects a year-to-date adjustment for the change in the full year expected tax rate to a 44% benefit.
Maytags combined federal and state statutory rate is 38% and the effective tax rate reflects the favorable impact of income tax credits, the nontaxable status of the federal reimbursement for retiree drug costs, the U.S. income tax exclusion
for certain export sales partially offset by the fact that no tax benefit was recognized on net merger-related expenses.



For the reasons outlined above, we recorded a net loss of $18.2 million or $0.23 per share in the third quarter of 2005 as compared to net income of $7.5 million or $0.09
per share in the prior year quarter.



- 20 -



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Results of Operations  First Nine Months of 2005 vs. First Nine Months of 2004



|                                            |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|------------------------------------------- |  | --------------- | ------- | - | --------------- | ---- | - | --------------- | - | ------- | --------------- |  | ---- | -
|In millions (except per share data)         |  | Nine Months2005 |         |   | Percent ofsales |      |   | Nine Months2004 |   |         | Percent ofsales | 
|Net sales                                   |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Home Appliances                             |  | $               | 3,475.5 |   |                 | 94.9 | % |                 | $ | 3,346.2 |                 |  | 94.1 | %
|Commercial Products                         |  |                 | 184.9   |   |                 | 5.1  | % |                 |   | 211.0   |                 |  | 5.9  | %
|                                            |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Total net sales                             |  |                 | 3,660.4 |   |                 |      |   |                 |   | 3,557.2 |                 |  |      |  
|                                            |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Gross profit                                |  |                 | 382.6   |   |                 | 10.5 | % |                 |   | 517.5   |                 |  | 14.5 | %
|Selling, general and adminstrative expenses |  |                 | 328.7   |   |                 | 9.0  | % |                 |   | 387.9   |                 |  | 10.9 | %
|Restructuring charges                       |  |                 | 10.7    |   |                 | 0.3  | % |                 |   | 54.9    |                 |  | 1.5  | %
|Goodwill impairment                         |  |                 |        |   |                 |      |   |                 |   | 9.6     |                 |  | 0.3  | %
|Front-load washer litigation                |  |                 |        |   |                 |      |   |                 |   | 18.5    |                 |  | 0.5  | %
|Operating income (loss)                     |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Home Appliances                             |  |                 | 47.7    |   |                 | 1.3  | % |                 |   | 52.3    |                 |  | 1.5  | %
|Commercial Products                         |  |                 | (4.5    | ) |                 | -0.1 | % |                 |   | (5.7    | )               |  | -0.2 | %
|                                            |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Total operating income                      |  |                 | 43.2    |   |                 | 1.2  | % |                 |   | 46.6    |                 |  | 1.3  | %
|                                            |  |                 |         |   |                 |      |   |                 |   |         |                 |  |      |  
|Net income (loss)                           |  | $               | (7.0    | ) |                 | -0.2 | % |                 | $ | 5.1     |                 |  | 0.1  | %
|Earnings (loss) per share                   |  | $               | (0.09   | ) |                 |      |   |                 | $ | 0.06    |                 |  |      |  



Net sales increased 2.9% in the first
nine months of 2005 compared to the prior year. Net sales increased 3.9% in Home Appliances and decreased 12.4% 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 nine months of 2005 compared to the prior year, but the impact of the increase in unit sales was more
than offset by lower average selling prices for these products. Commercial Products sales comparisons for the first nine months 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 10.5% of consolidated net sales in the first nine months of 2005 from 14.5% of consolidated net sales in the prior year due to lower production volume that adversely impacted factory overhead absorption, increased
material costs primarily for steel and resins, lower average selling prices for floor care products, and higher distribution costs. Lower production volume has resulted from a greater reliance on sourced product. The gross profit in the first nine
months of 2004 included a $9.7 million gain from the sale of the Burlington, Ontario, warehouse.



Pension and postretirement medical costs in the first nine months of 2005 were $91.5 million compared to $86.1 million in the prior year. Reduced expense from plan changes for certain retired employees partially
offset the increased expense due to changes in assumptions with respect to the discount rate and future medical cost trends. In the first nine months of 2005, we standardized many of the medical plans provided to retired 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 $15.3 million of this amount recognized in the first nine
months of 2005. For the full year of 2005, pension and postretirement medical expenses are expected to be approximately $7 million higher than 2004.



Selling, general and administrative expenses for the first nine months of 2005 declined to 9.0% of consolidated net sales compared to 10.9% of consolidated net sales for
the prior year. 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 $10.7 million were recorded in
the first nine months of 2005. These charges related to 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,



- 21 -



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Illinois, refrigeration plant. In the first nine months of 2004, we recorded restructuring and related charges of $54.9 million for the headquarters
consolidation and the closing of the Galesburg, Illinois, refrigeration plant. In the first nine months of 2004, operating losses also included an $18.5 million charge for front-load washer litigation and a $9.6 million goodwill impairment charge.



For the reasons outlined above, consolidated operating income decreased to
$43.2 million in the first nine months of 2005 as compared to $46.6 million in the first nine months of 2004. Operating income for Home Appliances decreased to $47.7 million from $52.3 million due to lower production volume that adversely impacted
factory overhead absorption, higher material costs and higher distribution costs. In addition, restructuring and related charges for Home Appliances were $10.3 million in the first nine months of 2005 compared to $54.8 million in the prior year, and
an $18.5 million charge for front-load washer litigation was included in 2004. The operating loss for Commercial Products was $4.5 million in the first nine months of 2005, including a $0.4 million in restructuring and related charges, compared to
an operating loss of $5.7 million in the prior year, including a $9.6 million goodwill impairment charge for the commercial cooking equipment operations and $0.1 million of restructuring and related charges. 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 nine months of 2005 was $48.8 million compared to $40.8 million in the prior year. The increase is due to higher interest rates partially
offset by slightly lower average borrowing levels.



In the second quarter of
2004, we recorded a $10.5 million charge as a result of an adverse judgment involving the termination of an Amana commercial distributorship prior to Maytags acquisition of the Amana business.



Net merger-related expenses for the first nine months of 2005 were $9.5 million. These
expenses included a $40 million expense for the termination fee paid to Triton and the offsetting $40 million reimbursement that we received from Whirlpool.



Other-net was income of $2.8 million in the first nine months of 2005 compared to income of $7.2 million in the prior year. Gains on sales of investments recorded in
other-net in the third quarter of 2004 were the primary reasons for the adverse comparison.



Maytag recorded a tax benefit of $5.5 million in the first nine months of 2005 on loss before income taxes of $12.4 million as compared to a tax benefit of $2.3 million on income before income taxes of $2.5 million in
the first nine months of 2004. Maytags combined federal and state statutory rate is 38% and the 44% effective tax rate benefit recognized in the first nine months of 2005 reflects the favorable impact of income tax credits, the nontaxable
status of the federal reimbursement for retiree drug costs, the U.S. income tax exclusion for certain export sales partially offset by the fact that no tax benefit was recognized on net merger-related costs.



The Energy Act of 2005 was signed into law on August 8, 2005 and contains a tax credit
for manufacturers of high efficiency clothes washers, dishwashers and refrigerators produced in the U.S. The tax credit is effective for 2006 and 2007 and based on incremental production volume of high efficiency appliances over a three year rolling
average baseline. Maytag expects the tax benefits earned in 2006 and 2007 to be up to $30 to $40 million, subject to assumptions, including final Department of Energy regulations concerning qualified appliances, our actual production levels and our
ability to generate taxable income in the future.



For the reasons outlined
above, we recorded a net loss for the first nine months of 2005 of $7.0 million or $0.09 per share compared to a net income of $5.1 million or $0.06 per share in the prior year.



- 22 -



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Liquidity and Capital Resources



|                                                    |  |                 |       |   |                 |   |       |  
|--------------------------------------------------- |  | --------------- | ----- | - | --------------- | - | ----- | -
|In millions                                         |  | Nine Months2005 |       |   | Nine Months2004 |  
|Net cash provided by (used in) operating activities |  | $               | (29.6 | ) |                 | $ | 107.7 |  
|Net cash used in investing activities               |  | $               | (49.0 | ) |                 | $ | (41.5 | )
|Net cash used in financing activities               |  | $               | (28.5 | ) |                 | $ | (15.1 | )



Net cash used in operating
activities:



Cash flow used by operations in the first nine months of 2005
was $29.6 million compared to $107.7 million provided by operations in the prior year. The use of cash flow in the first nine months of 2005 compared to cash provided by operations in the prior year is primarily due to a larger increase in working
capital in the current year as well as cash payments for restructuring and litigation related charges recorded in the prior year but paid in the current year. The use of cash did not result in increased borrowings due to the availability of the
$164.3 million of cash on hand at the end of 2004, which was reduced to $57.2 million at the end of the third quarter. The comparison of cash flow used by operations to the prior year is also impacted by lower pension contributions in the current
year, $51.9 million in the first nine months of 2005 as compared to $93.5 million in the first nine months of the prior year. We do not plan to make any additional contributions to the qualified pension plan for the remainder of 2005.



Net cash used in investing activities:



Capital expenditures in the first nine months of 2005 were $64.7 million compared to $67.0
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 cash equivalents of $57.2 million at the end of third 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 financial covenant requirements and the facility is now secured by accounts receivable and inventory of certain Maytag subsidiaries. We were in compliance with the
amended covenants as of the end of the third quarter. In addition, during the third quarter, we signed a commitment letter for a new $600 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. This letter replaced the previously announced $500 million commitment letter. The new revolving credit facility also is to be secured by accounts receivable and inventory of certain Maytag subsidiaries. The
commitment letter provides us with the ability to increase the facility size by $150 million to $750 million. The new credit facility is expected to close early in the fourth quarter and to replace the existing revolving 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 $215.1 million has been recorded as current at the end of the third quarter of 2005. We expect to satisfy these obligations through various sources of funding, including cash and cash equivalents,
the existing credit facility or the new credit facility expected to replace it, or the issuance of long-term debt.



- 23 -



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Total long-term debt decreased from $978.6 million at the end of 2004 to $974.2 million (including current portion) at
the end of the third quarter of 2005. Cash and cash equivalents decreased from $164.3 million at the end of 2004 to $57.2 million at the end of the third quarter of 2005.



Dividend payments on common stock were $28.7 million in the first nine months of 2005 as compared to $42.6 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 commencing with the dividend payment paid in the second quarter of 2005.



Shareowners equity:



We had a shareowners deficit of $95.4 million at the end of the third 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 the 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 take-up 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. On April 27, 2005, we entered
into a settlement of the litigation in Canada. 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 first nine months of 2005 related to these settlements,
but adjustments might be required in future periods as more information becomes available.



In the third quarter of 2005, we announced in conjunction with the U.S. Consumer Products Safety Commission a voluntary recall of approximately 5,000 front-load washing machines sold from April through May 2005. In
the second quarter of 2005, we established a reserve for the estimated expenses associated with this matter. The supplier of the product has reimbursed us for the majority of our expenses to date arising from the recall and we do not expect this
matter to have a material impact on our consolidated financial position or results of operations.



Late in the third quarter of 2005, we determined that a quality issue on a sourced refrigeration product required a rework of product contained in our warehouses and distribution centers. We established a reserve for
the total estimated expenses associated with this matter. While we expect the supplier to share in these costs, we have not recorded the expected recovery from the supplier. We do not expect this matter to have a material impact on our consolidated
financial position or results of operations.



- 24 -



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We are currently investigating whether a common supplier-related quality and potential product safety issue recently
disclosed to us by Whirlpool may affect certain refrigeration products manufactured by us prior to 2003. Although the companies share a common supplier on certain models, it is not currently known whether the issue exists in our product, nor can a
projected cost of correcting the issue, if it does exist, be reasonably estimated at this time.



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



As of October 1, 2005, approximately $97 million of
undrawn stand-by letters of credit were outstanding. These letters of credit are primarily utilized to back workers compensation claims, payables to international suppliers and extended service contracts if we were to fail to fund these obligations.
As of October 1, 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. 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 Whirlpool as well as shareholder lawsuits that were filed following the announcement of the merger agreement with Triton.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



| |  |  | 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 as well as possible increases in funding requirements imposed by changes in employee benefit or tax regulations.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Costs of complying with governmental regulations.
| | - |  | -------------------------------------------------



| |  |  | Matters pending before the Consumer Product Safety Commission.
| | - |  | --------------------------------------------------------------



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



| |  |  | Our ability to realize deferred tax assets if we continue to record operating losses in the future.
| | - |  | ---------------------------------------------------------------------------------------------------



With respect to the merger agreement with Whirlpool (1) Maytag may be unable to obtain stockholder approval required for the
transaction; (2) conditions to the closing of the transaction may not be satisfied or the merger agreement may be terminated prior to closing; (3) Maytag may be unable to obtain the regulatory approvals required to close the transaction,
or required regulatory approvals may delay the transaction or result in the imposition of conditions that could have a material adverse effect on Maytag or cause the parties to abandon the transaction; (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.



Please also refer to risk factors in the Form S-4 Registration Statement filed by Whirlpool Corporation on September 29, 2005, under Risk Factors on page 27 and also the documents referenced under
Additional Information for Stockholders beginning on page 113.



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



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Item 3. Quantitative and Qualitative Disclosures about Market Risk.



See discussion of quantitative and qualitative disclosures about market risk in Market Risks section of Managements Discussion and Analysis of Financial Condition and Results of Operations.



Item 4. Controls and Procedures



The Company
carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures
pursuant to Rule 13a-15 under the Exchange Act of 1934 as of the end of the third 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 third 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 then 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-public 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. The Company has answered the complaint by denying all allegations of wrongdoing and asserting various affirmative defenses, including the mootness of the action
in light of the termination of the merger agreement with Triton.



In re
Maytag Corp. Shareholder Litigation.Between May 20 2005,and May 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 then 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 thereafter. The amended complaint alleges, among other things, that the merger consideration to be paid to the Companys stockholders in the Triton 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 Triton, 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. On August 5, 2005, plaintiffs in these actions filed a motion for preliminary injunction seeking to enjoin the Triton merger, but withdrew the motion on August 10, 2005. The Company has answered the amended complaint by denying
all allegations of wrongdoing and asserting various affirmative defenses, including the mootness of the action in light of the termination of the merger agreement with Triton.



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. Plaintiff has filed a motion
seeking to be appointed the lead plaintiff within the meaning of the Private Securities Litigation Reform Act of 1995.The Company believes this lawsuit is without merit and intends to defend it vigorously.



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MAYTAG CORPORATION

Exhibits



Item 6. Exhibits



|        |  |                                                                                                                                               
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                   
|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: October 21, 2005 |  | /s/ George C. Moore                                     
|                       |  | George C. Moore                                         
|                       |  | Executive Vice President and                            
|                       |  | Chief Financial Officer                                 
|                       |  | (Duly Authorized Officer andPrincipal Financial Officer)



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