UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



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

| | For the quarterly period ended April 2, 2005
| | --------------------------------------------



OR



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

| | For the transition period from
 to
| | ----------------------------------



Commission file number 1-655



MAYTAG CORPORATION



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



403 West Fourth Street
North, Newton, Iowa 50208



Registrants telephone number:
641-792-7000



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



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



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



Common Stock, $1.25 par value 
79,698,173



1



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MAYTAG CORPORATION

Quarterly Report on Form 10-Q

Quarter Ended April 2, 2005



INDEX



|        |  |                                                                                       |  |   
|------- |  | ------------------------------------------------------------------------------------- |  | --
|PART I  |  | FINANCIAL INFORMATION                                                                 |  |   
|        |  |                                                                                      
|Item 1. |  | Financial Statements                                                                  |  |   
|        |  |                                                                                      
|        |  | Consolidated Statements of Operations                                                 |  | 3 
|        |  |                                                                                      
|        |  | Consolidated Balance Sheets                                                           |  | 4 
|        |  |                                                                                      
|        |  | Consolidated Statements of Cash Flows                                                 |  | 6 
|        |  |                                                                                      
|        |  | Notes to Consolidated Financial Statements                                            |  | 7 
|        |  |                                                                                      
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 15
|        |  |                                                                                      
|Item 3. |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 22
|        |  |                                                                                      
|Item 4. |  | Controls and Procedures                                                               |  | 22
|        |  |                                                                                      
|PART II |  | OTHER INFORMATION                                                                     |  |   
|        |  |                                                                                      
|Item 6. |  | Exhibits                                                                              |  | 23
|        |  |                                                                                      
|        |  | Signatures                                                                            |  | 24



2



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Maytag Corporation

Consolidated Statements of Operations



|                                             |  |                    |           |   |              |   |           |  
|-------------------------------------------- |  | ------------------ | --------- | - | ------------ | - | --------- | -
|                                             |  | Three Months Ended |          
|In thousands, except per share data          |  | April 2 2005       |           |   | April 3 2004 |  
|Net sales                                    |  | $                  | 1,167,839 |   |              | $ | 1,218,944 |  
|Cost of sales                                |  |                    | 1,038,769 |   |              |   | 1,007,823 |  
|                                             |  |                    |           |   |              |   |           |  
|Gross profit                                 |  |                    | 129,070   |   |              |   | 211,121   |  
|Selling, general and administrative expenses |  |                    | 100,130   |   |              |   | 139,494   |  
|Restructuring and related charges            |  |                    | 4,854     |   |              |   | 7,995     |  
|                                             |  |                    |           |   |              |   |           |  
|Operating income                             |  |                    | 24,086    |   |              |   | 63,632    |  
|Interest expense                             |  |                    | (15,775   | ) |              |   | (12,891   | )
|Other income                                 |  |                    | 2,428     |   |              |   | 2,866     |  
|                                             |  |                    |           |   |              |   |           |  
|Income before taxes                          |  |                    | 10,739    |   |              |   | 53,607    |  
|Income tax expense                           |  |                    | 3,007     |   |              |   | 14,883    |  
|                                             |  |                    |           |   |              |   |           |  
|Net income                                   |  | $                  | 7,732     |   |              | $ | 38,724    |  
|                                             |  |                    |           |   |              |   |           |  
|Basic earnings per common share:             |  |                    |           |   |              |   |           |  
|Net income                                   |  | $                  | 0.10      |   |              | $ | 0.49      |  
|Diluted earnings per common share:           |  |                    |           |   |              |   |           |  
|Net income                                   |  | $                  | 0.10      |   |              | $ | 0.49      |  
|Cash dividends paid per share                |  | $                  | 0.18      |   |              | $ | 0.18      |  



3



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Maytag Corporation

Consolidated Balance Sheets



|                                    |  |              |           |                |   |          
|----------------------------------- |  | ------------ | --------- | -------------- | - | ---------
|In thousands, except share data     |  | April 2 2005 |           | January 1 2005
|Assets                              |  |              |           |                |   |          
|Current assets                      |  |              |           |                |   |          
|Cash and cash equivalents           |  | $            | 98,510    |                | $ | 164,276  
|Accounts receivable-net             |  |              | 655,730   |                |   | 629,901  
|Inventories                         |  |              | 541,673   |                |   | 515,321  
|Deferred income taxes               |  |              | 54,589    |                |   | 55,862   
|Prepaids and other current assets   |  |              | 71,727    |                |   | 80,137   
|                                    |  |              |           |                |   |          
|Total current assets                |  |              | 1,422,229 |                |   | 1,445,497
|                                    |  |             
|Noncurrent assets                   |  |              |           |                |   |          
|Deferred income taxes               |  |              | 252,186   |                |   | 253,428  
|Prepaid pension cost                |  |              | 1,368     |                |   | 1,492    
|Intangible pension asset            |  |              | 49,051    |                |   | 49,051   
|Goodwill                            |  |              | 259,413   |                |   | 259,413  
|Other intangibles, net              |  |              | 35,434    |                |   | 36,016   
|Other noncurrent assets             |  |              | 44,653    |                |   | 53,965   
|                                    |  |              |           |                |   |          
|Total noncurrent assets             |  |              | 642,105   |                |   | 653,365  
|                                    |  |             
|Property, plant and equipment       |  |              |           |                |   |          
|Land                                |  |              | 15,818    |                |   | 15,489   
|Buildings and improvements          |  |              | 343,817   |                |   | 343,321  
|Machinery and equipment             |  |              | 1,837,813 |                |   | 1,866,485
|Construction in progress            |  |              | 28,854    |                |   | 19,874   
|                                    |  |              |           |                |   |          
|Property, plant and equipment       |  |              | 2,226,302 |                |   | 2,245,169
|Less accumulated depreciation       |  |              | 1,336,964 |                |   | 1,324,007
|                                    |  |              |           |                |   |          
|Total property, plant and equipment |  |              | 889,338   |                |   | 921,162  
|                                    |  |              |           |                |   |          
|Total assets                        |  | $            | 2,953,672 |                | $ | 3,020,024
|                                    |  |              |           |                |   |          



4



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Maytag Corporation

Consolidated Balance Sheets - Continued

|                                                                                  |  |              |            |   |                |   |            |  
|--------------------------------------------------------------------------------- |  | ------------ | ---------- | - | -------------- | - | ---------- | -
|In thousands, except share data                                                   |  | April 2 2005 |            |   | January 1 2005 |  
|Liabilities and Shareowners Deficit                                              |  |              |            |   |                |   |            |  
|Current liabilities                                                               |  |              |            |   |                |   |            |  
|Accounts payable                                                                  |  | $            | 518,605    |   |                | $ | 545,901    |  
|Compensation to employees                                                         |  |              | 50,784     |   |                |   | 50,195     |  
|Accrued liabilities                                                               |  |              | 283,450    |   |                |   | 307,924    |  
|Current portion of long-term debt                                                 |  |              | 189,043    |   |                |   | 6,043      |  
|                                                                                  |  |              |            |   |                |   |            |  
|Total current liabilities                                                         |  |              | 1,041,882  |   |                |   | 910,063    |  
|                                                                                  |  |             
|Noncurrent liabilities                                                            |  |              |            |   |                |   |            |  
|Long-term debt, less current portion                                              |  |              | 779,826    |   |                |   | 972,568    |  
|Postretirement benefit liability                                                  |  |              | 532,289    |   |                |   | 531,995    |  
|Accrued pension cost                                                              |  |              | 498,189    |   |                |   | 496,480    |  
|Other noncurrent liabilities                                                      |  |              | 179,904    |   |                |   | 183,942    |  
|                                                                                  |  |              |            |   |                |   |            |  
|Total noncurrent liabilities                                                      |  |              | 1,990,208  |   |                |   | 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                                                        |  |              | 424,110    |   |                |   | 428,889    |  
|Retained earnings                                                                 |  |              | 1,287,750  |   |                |   | 1,294,412  |  
|Cost of common stock in treasury (200537,515,261 shares; 200437,737,263 shares) |  |              | (1,421,763 | ) |                |   | (1,430,176 | )
|Employee stock plans                                                              |  |              | (3,482     | ) |                |   | (3,913     | )
|Accumulated other comprehensive loss                                              |  |              | (511,471   | ) |                |   | (510,674   | )
|                                                                                  |  |              |            |   |                |   |            |  
|Total shareowners deficit                                                        |  |              | (78,418    | ) |                |   | (75,024    | )
|                                                                                  |  |              |            |   |                |   |            |  
|Total liabilities and shareowners deficit                                        |  | $            | 2,953,672  |   |                | $ | 3,020,024  |  
|                                                                                  |  |              |            |   |                |   |            |  



5



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Consolidated Statements of Cash Flows



|                                                                              |  |                    |         |   |              |   |          |  
|----------------------------------------------------------------------------- |  | ------------------ | ------- | - | ------------ | - | -------- | -
|                                                                              |  | Three Months Ended |        
|In thousands                                                                  |  | April 2 2005       |         |   | April 3 2004 |  
|Operating activities                                                          |  |                    |         |   |              |   |          |  
|Net income                                                                    |  | $                  | 7,732   |   |              | $ | 38,724   |  
|Adjustments to reconcile net income to net cash used in operating activities: |  |                    |         |   |              |   |          |  
|Depreciation                                                                  |  |                    | 41,296  |   |              |   | 41,207   |  
|Amortization                                                                  |  |                    | 600     |   |              |   | 241      |  
|Deferred income taxes                                                         |  |                    | 2,517   |   |              |   | 12,334   |  
|Restructuring and related charges, net of cash paid                           |  |                    | (13,828 | ) |              |   | 5,742    |  
|Adverse judgment on pre-acquisition distributor lawsuit                       |  |                    | (12,250 | ) |              |   |         |  
|Changes in working capital items                                              |  |                    |         |   |              |   |          |  
|Accounts receivable                                                           |  |                    | (26,579 | ) |              |   | (73,940  | )
|Inventories                                                                   |  |                    | (26,889 | ) |              |   | (113,287 | )
|Other current assets                                                          |  |                    | 8,042   |   |              |   | 13,565   |  
|Trade payables                                                                |  |                    | (26,501 | ) |              |   | 28,400   |  
|Other current liabilities                                                     |  |                    | (4,841  | ) |              |   | 471      |  
|Pension expense                                                               |  |                    | 17,533  |   |              |   | 15,934   |  
|Pension contributions                                                         |  |                    | (15,729 | ) |              |   | (70,672  | )
|Postretirement benefit liability                                              |  |                    | 294     |   |              |   | 2,278    |  
|Other liabilities                                                             |  |                    | (2,854  | ) |              |   | 9,749    |  
|Other assets                                                                  |  |                    | 1,509   |   |              |   | 4,910    |  
|Other                                                                         |  |                    | 181     |   |              |   | 467      |  
|                                                                              |  |                    |         |   |              |   |          |  
|Net cash used in operating activities                                         |  | $                  | (49,767 | ) |              | $ | (83,877  | )
|                                                                              |  |                   
|Investing activities                                                          |  |                    |         |   |              |   |          |  
|Capital expenditures                                                          |  | $                  | (12,849 | ) |              | $ | (21,729  | )
|Proceeds from property disposition, net of transaction costs                  |  |                    | 11,123  |   |              |   |         |  
|                                                                              |  |                    |         |   |              |   |          |  
|Investing activities                                                          |  | $                  | (1,726  | ) |              | $ | (21,729  | )
|                                                                              |  |                   
|Financing activities                                                          |  |                    |         |   |              |   |          |  
|Net proceeds of notes payable                                                 |  | $                  |        |   |              | $ | 119,792  |  
|Repayment of long-term debt                                                   |  |                    | (2,000  | ) |              |   | (3       | )
|Stock options and employee stock                                              |  |                    | 2,060   |   |              |   | 1,068    |  
|Dividends on common stock                                                     |  |                    | (14,311 | ) |              |   | (14,183  | )
|Other                                                                         |  |                    |        |   |              |   | (78      | )
|                                                                              |  |                    |         |   |              |   |          |  
|Total - Financing activities                                                  |  | $                  | (14,251 | ) |              | $ | 106,596  |  
|                                                                              |  |                   
|Effect of exchange rates on cash                                              |  |                    | (22     | ) |              |   | (20      | )
|                                                                              |  |                    |         |   |              |   |          |  
|Increase (decrease) in cash and cash equivalents                              |  |                    | (65,766 | ) |              |   | 970      |  
|Cash and cash equivalents at beginning of period                              |  |                    | 164,276 |   |              |   | 6,756    |  
|                                                                              |  |                    |         |   |              |   |          |  
|Cash and cash equivalents at end of period                                    |  | $                  | 98,510  |   |              | $ | 7,726    |  
|                                                                              |  |                    |         |   |              |   |          |  



6



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MAYTAG CORPORATION

Notes to Consolidated Financial Statements

April 2, 2005



NOTE A  BASIS OF PRESENTATION



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



NOTE B  COMPREHENSIVE INCOME



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



|                                                    |  |                    |       |   |              |   |        |  
|--------------------------------------------------- |  | ------------------ | ----- | - | ------------ | - | ------ | -
|                                                    |  | Three Months Ended |      
|In thousands                                        |  | April 2 2005       |       |   | April 3 2004 |  
|Net income                                          |  | $                  | 7,732 |   |              | $ | 38,724 |  
|Other comprehensive loss items, net of income taxes |  |                    |       |   |              |   |        |  
|Unrealized losses on securities, net of tax         |  |                    |      |   |              |   | (422   | )
|Foreign currency translation, net of tax            |  |                    | (797  | ) |              |   | (452   | )
|                                                    |  |                    |       |   |              |   |        |  
|Total other comprehensive loss                      |  |                    | (797  | ) |              |   | (874   | )
|                                                    |  |                    |       |   |              |   |        |  
|Comprehensive income                                |  | $                  | 6,935 |   |              | $ | 37,850 |  
|                                                    |  |                    |       |   |              |   |        |  



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



|                                     |  |             |          |   |               |   |          |  
|------------------------------------ |  | ----------- | -------- | - | ------------- | - | -------- | -
|In thousands                         |  | April 22005 |          |   | January 12005 |  
|Minimum pension liability adjustment |  | $           | (507,793 | ) |               | $ | (507,793 | )
|Foreign currency translation loss    |  |             | (3,678   | ) |               |   | (2,881   | )
|                                     |  |             |          |   |               |   |          |  
|Accumulated other comprehensive loss |  | $           | (511,471 | ) |               | $ | (510,674 | )
|                                     |  |             |          |   |               |   |          |  



7



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NOTE C  INVENTORIES



Inventories consisted of the following:



|                                   |  |              |         |                |   |        
|---------------------------------- |  | ------------ | ------- | -------------- | - | -------
|In thousands                       |  | April 2 2005 |         | January 1 2005
|Raw materials                      |  | $            | 79,765  |                | $ | 86,416 
|Work in process                    |  |              | 39,762  |                |   | 40,600 
|Finished goods                     |  |              | 508,312 |                |   | 476,588
|Supplies                           |  |              | 11,921  |                |   | 11,791 
|                                   |  |              |         |                |   |        
|Total FIFO cost                    |  |              | 639,760 |                |   | 615,395
|Less excess of FIFO cost over LIFO |  |              | 98,087  |                |   | 100,074
|                                   |  |              |         |                |   |        
|Inventories                        |  | $            | 541,673 |                | $ | 515,321
|                                   |  |              |         |                |   |        



NOTE
D  EARNINGS PER SHARE



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



|                                                                              |  |                    |        |             |   |       
|----------------------------------------------------------------------------- |  | ------------------ | ------ | ----------- | - | ------
|                                                                              |  | Three Months Ended
|In thousands                                                                  |  | April 22005        |        | April 32004
|Numerator for basic and diluted earnings per share - net income               |  | $                  | 7,732  |             | $ | 38,724
|                                                                              |  |                    |        |             |   |       
|Denominator for basic earnings per share - weighted-average shares            |  |                    | 79,562 |             |   | 78,847
|Effect of dilutive securities:                                                |  |                    |        |             |   |       
|Stock option plans                                                            |  |                    |       |             |   | 378   
|                                                                              |  |                    |        |             |   |       
|Denominator for diluted earnings per share - adjusted weighted-average shares |  |                    | 79,562 |             |   | 79,225
|                                                                              |  |                    |        |             |   |       



As of April 2, 2005, Maytag has
approximately 8.0 million shares of dilutive securities outstanding with strike prices ranging between $17.63 to $70.94 per share (or approximately $30 per share on average). Maytags average stock price was $16.00 per share in the first
quarter of 2005, therefore all of these securities were antidilutive.



NOTE ECONTINGENCIES



Maytag has
contingent liabilities that arise in the normal course of business, including pending litigation, environmental remediation, taxes, and other claims. The legal department estimates the costs to settle pending litigation, including legal expenses,
based on experience involving similar cases, specific facts known, and, if applicable, based on judgments of outside counsel. As discussed in the 2004 Form 10-K, Maytag is appealing several proposed adjustments that resulted from the examination by
the Internal Revenue Service of its federal income tax returns for 1998 through 2001. The outcome of these tax related matters is not expected to have a materially adverse effect on the Companys consolidated financial position, results of
operations, or cash flows.



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, the Company 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



8



---

type, claim validity and takeup rates involving machines sold in the U.S. and potential exposure relating to front-load litigation in Canada that was not
resolved by the U.S. settlement. The claim periods in the U.S. settlement remain open until the third quarter of 2005. The U.S. 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 quarter of 2005 related to this settlement, but adjustments might be required in future periods as more information becomes available.



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



NOTE F  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.



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.



9



---



Financial information for reportable
segments consisted of the following:



|                                                                                                                           |  |                    |           |   |               |   |           |  
|-------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | - | ------------- | - | --------- | -
|                                                                                                                           |  | Three Months Ended |          
|In thousands                                                                                                               |  | April 2 2005       |           |   | April 3 2004  |  
|Net sales                                                                                                                  |  |                    |           |   |               |   |           |  
|Home Appliances                                                                                                            |  | $                  | 1,113,187 |   |               | $ | 1,144,786 |  
|Commercial Products                                                                                                        |  |                    | 54,652    |   |               |   | 74,158    |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|Consolidated total                                                                                                         |  | $                  | 1,167,839 |   |               | $ | 1,218,944 |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|Operating income (loss)                                                                                                    |  |                    |           |   |               |   |           |  
|Home Appliances                                                                                                            |  | $                  | 26,635    |   |               | $ | 60,345    |  
|Commercial Products                                                                                                        |  |                    | (2,549    | ) |               |   | 3,287     |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|Consolidated total                                                                                                         |  | $                  | 24,086    |   |               | $ | 63,632    |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|                                                                                                                           | 
|The reconciliation of segment profit to consolidated income
from operations before income taxes consistedof the following: |  | Three Months Ended |          
|In thousands                                                                                                               |  | April 2 2005       |           |   | April 3 2004  |  
|Total operating income for reportable segments                                                                             |  | $                  | 24,086    |   |               | $ | 63,632    |  
|Interest expense                                                                                                           |  |                    | (15,775   | ) |               |   | (12,891   | )
|Other - net                                                                                                                |  |                    | 2,428     |   |               |   | 2,866     |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|Income from operations before income taxes                                                                                 |  | $                  | 10,739    |   |               | $ | 53,607    |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|                                                                                                                           | 
|Asset information for Maytags reportable segments consisted of
the following:                                             |  | Three Months Ended |          
|In thousands                                                                                                               |  | April 2 2005       |           |   | January 12005 |  
|Total assets                                                                                                               |  |                    |           |   |               |   |           |  
|Home Appliances                                                                                                            |  | $                  | 2,817,064 |   |               | $ | 2,896,916 |  
|Commercial Products                                                                                                        |  |                    | 136,608   |   |               |   | 123,108   |  
|                                                                                                                           |  |                    |           |   |               |   |           |  
|Consolidated total                                                                                                         |  | $                  | 2,953,672 |   |               | $ | 3,020,024 |  
|                                                                                                                           |  |                    |           |   |               |   |           |  



10



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NOTE G - RESTRUCTURING AND RELATED CHARGES



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



|                                               |  |                       |        |                        |   |                 |  |   |                     |   |  |                    |        |   |  |   |      
|---------------------------------------------- |  | --------------------- | ------ | ---------------------- | - | --------------- |  | - | ------------------- | - |  | ------------------ | ------ | - |  | - | -----
|Description of reserve (in thousands)          |  | BalanceJanuary 1,2005 |        | Charged toEarnings2005 |   | CashUtilization |  |   | Non-CashUtilization |   |  | BalanceApril 22005
|Severance and related expense                  |  | $                     | 20,518 |                        | $ | 1,551           |  | $ | (16,386             | ) |  | $                  |       |   |  | $ | 5,683
|Asset write-downs and accelerated depreciation |  |                       |       |                        |   | 2,106           |  |   |                    |   |  |                    | (2,106 | ) |  |   |     
|Purchase commitment                            |  |                       | 1,610  |                        |   | 514             |  |   | (1,613              | ) |  |                    |       |   |  |   | 511  
|Other                                          |  |                       |       |                        |   | 683             |  |   | (683                | ) |  |                    |       |   |  |   |     
|                                               |  |                       |        |                        |   |                 |  |   |                     |   |  |                    |        |   |  |   |      
|Total                                          |  | $                     | 22,128 |                        | $ | 4,854           |  | $ | (18,682             | ) |  | $                  | (2,106 | ) |  | $ | 6,194
|                                               |  |                       |        |                        |   |                 |  |   |                     |   |  |                    |        |   |  |   |      



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 $153.2 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 in the three months ended April 2, 2005, of $1.2 million. Cash expenditures over the same period were $8.7 million, 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. To April 2, 2005, the Company recorded $38.6 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 $3.7 million of these charges in the three months ended April 2, 2005, primarily in the Home Appliances
segment. Cash expenditures over the same three-month period were $10.0 million, mostly for severance costs. The restructuring plan resulted in a workforce reduction of approximately 1,100 positions.



NOTE H  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.







11



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|                                                                                                                                            |  |                    |       |   |             |   |        |  
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ----- | - | ----------- | - | ------ | -
|                                                                                                                                            |  | Three Months Ended |      
|In thousands except per share data                                                                                                          |  | April 22005        |       |   | April 32004 |  
|Net income, as reported                                                                                                                     |  | $                  | 7,732 |   |             | $ | 38,724 |  
|Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax
effects |  |                    | (453  | ) |             |   | (783   | )
|                                                                                                                                            |  |                    |       |   |             |   |        |  
|Pro forma net income                                                                                                                        |  | $                  | 7,279 |   |             | $ | 37,941 |  
|                                                                                                                                            |  |                    |       |   |             |   |        |  
|Basic earnings per share - as reported                                                                                                      |  | $                  | 0.10  |   |             | $ | 0.49   |  
|Diluted earnings per share-as reported                                                                                                      |  | $                  | 0.10  |   |             | $ | 0.49   |  
|Basic earnings per share - pro forma                                                                                                        |  | $                  | 0.09  |   |             | $ | 0.48   |  
|Diluted earnings per share-pro forma                                                                                                        |  | $                  | 0.09  |   |             | $ | 0.48   |  



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 alternative 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 begins 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 I  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.





12



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



|                                                                              |  |                    |         |   |             |   |         |  
|----------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------- | - | ------- | -
|                                                                              |  | Three Months Ended |        
|Warranty reserve (in thousands)                                               |  | April 22005        |         |   | April 32004 |  
|Balance at beginning of period                                                |  | $                  | 114,905 |   |             | $ | 103,227 |  
|Warranties accrued during the period                                          |  |                    | 32,890  |   |             |   | 32,743  |  
|Settlements made during the period                                            |  |                    | (36,441 | ) |             |   | (35,484 | )
|Changes in liability for adjustments during the period, including expirations |  |                    | (1,699  | ) |             |   | 3,275   |  
|                                                                              |  |                    |         |   |             |   |         |  
|Balance at end of period                                                      |  | $                  | 109,655 |   |             | $ | 103,761 |  
|                                                                              |  |                    |         |   |             |   |         |  



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.



13



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NOTE K  PENSION AND POSTRETIREMENT MEDICAL BENEFIT EXPENSES



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



|                                         |  |                    |         |   |             |   |         |  
|---------------------------------------- |  | ------------------ | ------- | - | ----------- | - | ------- | -
|                                         |  | Three Months Ended |        
|In thousands                             |  | April 22005        |         |   | April 32004 |  
|Components of net periodic pension cost: |  |                    |         |   |             |   |         |  
|Service cost                             |  | $                  | 6,773   |   |             | $ | 7,381   |  
|Interest cost                            |  |                    | 25,963  |   |             |   | 25,765  |  
|Expected return on plan assets           |  |                    | (29,542 | ) |             |   | (28,601 | )
|Amortization of transition assets        |  |                    | (4      | ) |             |   | (6      | )
|Amortization of prior service cost       |  |                    | 2,786   |   |             |   | 3,043   |  
|Recognized actuarial loss                |  |                    | 11,557  |   |             |   | 8,352   |  
|                                         |  |                    |         |   |             |   |         |  
|Net periodic pension cost                |  | $                  | 17,533  |   |             | $ | 15,934  |  
|                                         |  |                    |         |   |             |   |         |  



The Company made $15.7 million in
pension contributions in the first three months of 2005, of which $15.0 million were voluntary contributions to the qualified pension plan. For the remainder of 2005, the Company expects to make additional contributions of $85.0 million to the
qualified pension plan. Contributions to nonqualified pension plans are not expected to be significant.



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



|                                                |  |                    |        |   |             |   |        |  
|----------------------------------------------- |  | ------------------ | ------ | - | ----------- | - | ------ | -
|                                                |  | Three Months Ended |       
|In thousands                                    |  | April 22005        |        |   | April 32004 |  
|Components of net periodic postretirement cost: |  |                    |        |   |             |   |        |  
|Service cost                                    |  | $                  | 2,587  |   |             | $ | 3,295  |  
|Interest cost                                   |  |                    | 11,411 |   |             |   | 11,507 |  
|Amortization of prior service benefit           |  |                    | (7,726 | ) |             |   | (2,782 | )
|Recognized actuarial loss                       |  |                    | 7,796  |   |             |   | 3,855  |  
|                                                |  |                    |        |   |             |   |        |  
|Net periodic postretirement cost                |  | $                  | 14,068 |   |             | $ | 15,875 |  
|                                                |  |                    |        |   |             |   |        |  



Recognized actuarial losses increased
in 2005 due to changes in assumptions with respect to the discount rate and future medical cost trends. The increase in expense was offset by increased amortization of prior service benefit due to plan changes for retired employees. In the first
quarter of 2005, Maytag standardized many of the medical plans provided to retired non-union and salaried employees. The new plans provide reduced benefits and require higher retiree contributions. The changes are expected to provide annual savings
to Maytag of approximately $15 million, independent of any cost increases for the changes in assumptions.



14



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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Company Profile



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



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



First Quarter Overview



| |  |  | Consolidated net sales decreased 4.2% in the first quarter of 2005 as compared to the prior year quarter. Net sales declined 2.8% in Home Appliances and 26.3% in Commercial
Products.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Operating income for 2005 was $24.1 million compared to $63.6 million in the prior year. Operating income of $26.6 million in Home Appliances offset a $2.5 million loss in
Commercial Products.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Pre-tax restructuring and related charges of $4.9 million were recorded in the first quarter of 2005 that related to a major restructuring to consolidate the Hoover floor care,
Maytag appliances and corporate headquarters organizations and the closing of the Galesburg, Illinois refrigeration facility. In the first quarter of 2004, we recorded $8.0 million in restructuring charges related to the closing of the Galesburg
plant.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Consolidated net income for the first quarter of 2005 was $7.7 million or $0.10 per share compared to consolidated net income of $38.7 million or $0.49 per share in the prior year
quarter.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Cash flow used by operations was $49.8 million in the first quarter of 2005 compared to cash flow used by operations of $83.9 million in the prior year quarter.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



15



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Business Results



|                                             |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|-------------------------------------------- |  | ---------------- | ------- | - | --------------- | ---- | - | ---------------- | - | --------------- |  | ---- | -
|In millions (except per share data)          |  | FirstQuarter2005 |         |   | Percentof sales |      |   | FirstQuarter2004 |   | Percentof sales | 
|Net sales                                    |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Home appliances                              |  | $                | 1,113.2 |   |                 | 95.3 | % |                  | $ | 1,144.8         |  | 93.9 | %
|Commercial appliances                        |  |                  | 54.6    |   |                 | 4.7  | % |                  |   | 74.1            |  | 6.1  | %
|                                             |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Total net sales                              |  |                  | 1,167.8 |   |                 |      |   |                  |   | 1,218.9         |  |      |  
|                                             |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Gross profit                                 |  |                  | 129.1   |   |                 | 11.1 | % |                  |   | 211.1           |  | 17.3 | %
|Selling, general and administrative expenses |  |                  | 100.1   |   |                 | 8.6  | % |                  |   | 139.5           |  | 11.4 | %
|Restructuring charges                        |  |                  | 4.9     |   |                 | 0.4  | % |                  |   | 8.0             |  | 0.7  | %
|Asset impairment                             |  |                  |        |   |                 |      |   |                  |   | 11.2            |  |      |  
|Goodwill impairment                          |  |                  | 9.6     |   |                 |      |   |                  |   |                |  |      |  
|Front-load washer litigation                 |  |                  | 33.5    |   |                 |      |   |                  |   |                |  |      |  
|Operating income (loss)                      |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Home appliances                              |  |                  | 26.6    |   |                 | 2.4  | % |                  |   | 60.3            |  | 5.3  | %
|Commercial appliances                        |  |                  | (2.5    | ) |                 | -4.7 | % |                  |   | 3.3             |  | 4.4  | %
|                                             |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Total operating income                       |  |                  | 24.1    |   |                 | 2.1  | % |                  |   | 63.6            |  | 5.2  | %
|                                             |  |                  |         |   |                 |      |   |                  |   |                 |  |      |  
|Net income                                   |  | $                | 7.7     |   |                 | 0.7  | % |                  | $ | 38.7            |  | 3.2  | %
|Earnings per share                           |  | $                | 0.10    |   |                 |      |   |                  | $ | 0.49            |  |      |  



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



Consolidated net sales in the first quarter of 2005 decreased by $51.1 million or 4.2% compared to the prior year quarter. Lower average selling prices for floor care products, lower sales of OEM refrigeration products, and a decline in
sales to Best Buy were the primary reasons for the overall sales decline of 2.8% for Home Appliances. Average selling prices in major appliances increased based upon pricing actions in late 2004 and in the first quarter, however, these increases
were largely offset by selected 2004 price repositioning and product mix. Lower domestic sales of floor care products and major appliances in Home Appliances were partially offset by revenue growth in the international and services areas. Net sales
of Commercial Products declined 26.3% due to continued weakness in the vending equipment industry.



Gross profit declined to 11.1% of consolidated net sales in the first quarter of 2005 from 17.3% of consolidated net sales in the prior year quarter due
to lower production volume that adversely impacted burden absorption, increased costs, primarily steel and energy related items, lower average selling prices for floor care products, and higher distribution costs. In the prior year quarter,
production volume was higher due to a much larger increase in inventory in that quarter as compared to the current year quarter. Year-over-year comparisons of gross profit in the first half of 2005 will continue to be adversely impacted by the
significant steel and energy related cost increases that occurred in the second half of 2004.



Pension and postretirement medical costs in the first quarter of 2005 were flat in comparison to the prior year quarter. Increased expense due to changes in assumptions with respect to the discount rate and future
medical cost trends was offset by reduced expense from plan changes for retired employees. In the first quarter of 2005, we standardized many of the medical plans provided to retired non-union and salaried employees. The new standardized plans with
reduced benefits and higher retiree contributions are expected to result in a reduction of approximately $15 million in annual retiree medical expense in 2005, with $3.6 million of this amount recognized in the first quarter of 2005. Although total
pension and postretirement expense for the first quarter was flat compared to the prior year quarter, comparisons for the second half of 2005 are not anticipated to be favorable as we recorded reductions in pension and postretirement expense
beginning in the third quarter of 2004 for plan changes that resulted from a new collective bargaining agreement at the Newton, Iowa, laundry production facility. For the full year of 2005, pension and postretirement medical expenses are expected to
be approximately $12.6 million higher than 2004.



16



---

Selling, general and administrative expenses for the first quarter of 2005 declined to 8.6% of consolidated net sales
compared to 11.4% of consolidated net sales for the prior year quarter. The reduction in these expenses, both as a percentage of sales and in absolute terms, resulted primarily from lower national advertising expense and cost reduction initiatives,
including reductions in the salaried workforce, as well as reduced incentive compensation. We expect national advertising costs to increase in future quarters of 2005 corresponding with new product introductions.



Restructuring and related charges of $4.9 million were recorded in the first quarter of 2005.
Most of 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. As of the end of the first quarter of 2005, the restructuring is
complete and we expect to achieve our annual savings target of $150 million. The remaining portion of the charges related to the closing of the refrigeration plant in Galesburg, Illinois. In the first quarter of 2004, we recorded restructuring and
related charges of $8.0 million for the closing of this plant.



For the reasons
outlined above, consolidated operating income declined to $24.1 million or 2.1% of consolidated net sales in the first quarter of 2005 from $63.6 million or 5.2% of consolidated net sales in the prior year quarter. Operating income in Home
Appliances declined to $26.6 million or 2.4% of net sales in the first quarter of 2005 from $60.3 million or 5.3% of net sales in the prior year quarter. Commercial Products recorded an operating loss of $2.5 million for the first quarter of 2005
compared to operating income of $3.3 million in the prior year quarter due to lower sales and margins for vending equipment that were partially offset by improved performance in commercial cooking.



Interest expense in the first quarter of 2005 increased to $15.8 million compared to $12.9
million in the prior year quarter as a result of higher interest rates partially offset by lower average borrowing levels.



We recorded tax expense of $3.0 million (28%) in the first quarter of 2005 on income from continuing operations before income taxes of $10.7 million as compared to tax
expense of $14.9 million (27.8%) on income from continuing operations before income taxes of $53.6 million in the first quarter of 2004. The 28% tax rate in the first quarter of 2005 is lower than the statutory rate of 35% due to the impact of
income tax credits, the nontaxable status of the federal reimbursement for retiree drug costs, and other permanent income tax benefits.



For the reasons outlined above, we recorded net income of $7.7 million or $0.10 per share in the first quarter of 2005 as compared to net income of $38.7 million or $0.49
per share in the prior year quarter.



17



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Liquidity and Capital Resources



|                                                    |  |                   |       |   |                   |   |       |  
|--------------------------------------------------- |  | ----------------- | ----- | - | ----------------- | - | ----- | -
|In millions                                         |  | First Quarter2005 |       |   | First Quarter2004 |  
|Net cash used in operating activities               |  | $                 | (49.8 | ) |                   | $ | (83.9 | )
|Net cash used in investing activities               |  |                   | (1.7  | ) |                   |   | (21.7 | )
|Net cash (used in) provided by financing activities |  |                   | (14.3 | ) |                   |   | 106.6 |  



Net cash used in operating
activities:



Cash flow used by operations in the first
quarter of 2005 was $49.8 million compared to $83.9 million used by operations in the first quarter of 2004. The use of cash flow in both periods is primarily related to normal seasonal increases in working capital. The lower use of cash flow from
operations in the first quarter of 2005 was due to a smaller growth in working capital and lower pension contributions, offset by higher cash payments for restructuring charges and payment of $12.3 million for the final resolution of a distributor
lawsuit. This distributor lawsuit was discussed in our Annual Report on Form 10-K for 2004 (the 2004 Form 10-K). In 2005, we plan to make approximately $100 million in voluntary contributions to the pension plan, of which $15.0 million
was made in the first quarter.



Net cash used in investing activities:



Capital expenditures in the first quarter of 2005 were
$12.8 million compared to $21.7 million in the prior year quarter. These capital expenditures represent investments for new product designs, cost reduction programs, replacement of equipment, and government mandated product requirements. Capital
expenditures in 2005 are anticipated to be approximately $80 to $100 million.



Net cash used in or provided by financing activities:



Our primary source of cash to fund working capital, capital expenditures and pension contributions is cash generated from operations. Requirements in excess of cash generated internally are typically funded by debt. We expect to continue to
generate sufficient internal cash flows to fund working capital requirements, investing activities and pension contributions. Our short-term liquidity requirements, including seasonal working capital increases, are further supported by cash and
short-term investments of $98.5 million at the end of first quarter of 2005 and the $300 million credit agreement to meet the near term requirements. Long-term liquidity is also supported by debt issuance in the capital markets. We have $412.3
million of debt maturing in 2006, of which $189.0 million has been recorded as current maturities of long-term debt at the end of the first quarter of 2005. We expect to satisfy these obligations through various sources of funding, including cash
and short-term investments, the credit agreement, or a replacement facility as discussed below, and issuance of long-term debt. We are currently evaluating options to refinance the 2006 debt maturities in 2005.



Total long-term debt decreased from $978.6 million at the end of 2004 to
$968.9 million at the end of the first quarter of 2005. Cash and short-term investments decreased from $164.3 million at the end of 2004 to $98.5 million at the end of the first quarter of 2005.



We have a three-year $300 million credit agreement that expires March 5,
2007. The credit agreement includes financial covenants related to interest coverage and the ratio of debt to earnings before interest, taxes, depreciation and amortization. We were in compliance with these covenants at the end of the first quarter
of 2005. Failure to comply with the covenants in the credit agreement or any other event of default under the credit agreement would adversely impact our ability to borrow funds under the credit agreement. Our current projections indicate that we
will not have any borrowing needs under this agreement in 2005.



18



---

We are reviewing financing options to replace the current credit agreement that should provide us substantially more
covenant flexibility and funding stability to meet our liquidity and financing requirements. We have received financing commitments from banks for multi-year accounts receivable and inventory based credit facilities and expect to replace our current
credit agreement with new facilities during the second quarter of 2005.



Dividend payments on common stock were $14.3 million in the first quarter of 2005 as compared to $14.2 million in the prior year quarter.



Shareholders equity:



We had a negative $78.4 million in shareholders equity at the end of the first quarter of 2005 as compared to a negative $75.0 million at the end of 2004. In total,
shareholders 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, shareholders 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 negative equity 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 1998 through 2001. The outcome of these tax related matters is not expected to have a materially adverse effect on our consolidated financial position, results of operations, or cash flows.



In 2004, we settled product-related litigation in the United States primarily
involving early generation front-load washers. As discussed in the 2004 Form 10-K, we recorded charges based on an estimate of the costs of the U.S. settlement. The estimate is subject to fluctuations in claim volume, claim amount, claim type, claim
validity and takeup rates involving machines sold in the United States and potential exposure relating to front-load litigation in Canada that was not resolved by the U.S. settlement. The claim periods in the U.S. settlement remain open until the
third quarter of 2005. The United States 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 quarter of 2005 related to this settlement, but adjustments
might be required in future periods as more information becomes available.



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



As of April 2, 2005, approximately $74.0 million of undrawn
stand-by letters of credit were outstanding which are primarily utilized to back workers compensation claims and extended service contracts if we were to fail to fund these obligations.



19



---

Market Risks



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



We are exposed to commodity price risk related to our purchase of selected commodities used
in the manufacturing of our products. From time to time, we enter into commodity swap agreements to reduce the effect of changing raw material prices for selected commodities including natural gas. Our largest exposure is for steel prices, which
increased significantly 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.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  |  | Shortages of manufacturing capacity.
| | - |  | ------------------------------------

| |  |  | Competitive factors, such as price competition and new product introductions or the introduction of new competitors in existing customers, such as the announcement of an additional
competitor selling to one of our largest customers, Home Depot.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Asset impairments resulting from plant closings or changes in the competitive environment.
| | - |  | ------------------------------------------------------------------------------------------

| |  |  | Significant loss of business, such as the announcement that our major appliances will not be sold at Best Buy effective in the first quarter of 2005, 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.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

| |  |  | Matters pending before the Consumer Product Safety Commission, including previously announced recalls of certain cooking products and a floor care product.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

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



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 first 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
first 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



MAYTAG CORPORATION

Exhibits



Item 6.  Exhibits

Exhibit

Description31.1

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 193431.2

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 193432.1

Certification by Ralph F. Hake, Chief Executive Officer, pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code32.2

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: April 22, 2005 |  | /s/    George C. Moore                                                                                                        
|                     |  | George C. Moore Executive Vice President
and Chief Financial Officer (Duly Authorized Officer
and Principal Financial Officer)



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