Edgar Filing: MAYTAG CORP

Filed by: Whirlpool Corporation
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Maytag Corporation
Commission File No: 1-655

On July 18, 2005, Whirlpool Corporation held a conference call
to discuss the Maytag proposal with members of the financial community.
The following is a transcript of such call.

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Final Transcript

Conference Call Transcript

WHR - Whirlpool Corporation Conference Call

Event Date/Time: Jul. 18. 2005 / 11:00AM ET
Event Duration: N/A

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(C) 2005 Thomson Financial. Republished with permission. No part of this publication may be
reproduced or transmitted in any form or by any means without the prior written consent of
Thomson Financial.

FINAL TRANSCRIPT
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Jul. 18. 2005 / 11:00AM, WHR - Whirlpool Corporation Conference Call
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CORPORATE PARTICIPANTS

Larry Venturelli
Whirlpool Corp. - VP IR

Jeff Fettig
Whirlpool Corp. - Chairman, President, and CEO

Roy Templin
Whirlpool Corp. - CFO and EVP

CONFERENCE CALL PARTICIPANTS

Sam Darkatsh
Raymond James - Analyst

Laura Champine
Morgan, Keegan - Analyst

Eric Bosshard
FTN Midwest Ressearch - Analyst

David MacGregor
Longbow Research - Analyst

Michael Rehaut
JP Morgan - Analyst

Jeff Sprague
Smith Barney - Analyst

Felippe Goossens
Credit Suisse First Boston - Analyst

Larry Horan
Parker/Hunter - Analyst

Mark Pumper
Lehman Brothers - Analyst

Tim Fulman
Omega Advisors - Analyst

Tom Leneal
Barclays - Analyst

PRESENTATION

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Operator

Good day, everyone, and welcome to the Whirlpool Corporation conference call.
Today's conference call is being recorded. For opening remarks and
introductions, I would like to the turn the call over to the Vice President of
Investor Relations, Mr. Larry Venturelli. Please go ahead, sir.

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Larry Venturelli - Whirlpool Corp. - VP IR

Thank you. Good morning and welcome to our conference call to discuss
Whirlpool's announcements regarding the proposal to acquire Maytag. Our opening
remarks will refer to a slide presentation which is available on our investor
Web page. Today the Company confirmed our full-year earnings and cash flow
guidance. We will not be discussing our second-quarter results at this time, but
will do so during our previously communicated earnings conference call this
Thursday, July 21, at 10 AM Eastern Time.

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Due to the nature and sensitivity of the proposed transaction, the
question-and-answer portion of our call will be limited in scope. During the
call we will be making forward-looking statements to assist you in your
understanding of our Company's future expectations. Our actual results could
differ materially from these statements due to many factors discussed in our
latest 10-K and 10-Q, as well as to the proposed acquisition we will be
discussing today. Now I'd like to turn the call over to Whirlpool's Chairman,
President, and Chief Executive Officer, Jeff Fettig, for his opening remarks.
Jeff?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Good morning, everyone, and thank you for joining us today. As you know,
yesterday we announced that we have submitted an acquisition proposal to
Maytag's Board of Directors. We believe this is an exciting and important
opportunity for both companies. While the amount of detail we can provide at
this stage is limited, I would like to share with you our thoughts about the
proposal and why it makes so much sense for the shareholders of both Whirlpool
and Maytag, as well as for our trade customers and for consumers.

I would like to first provide you with a quick overview of the proposal. You can
see this overview on slide 1 of the presentation that is currently available on
our website. We have proposed acquiring all of Maytag's outstanding common stock
for $17 per share, of which at least 50% of the consideration will be paid in
cash, with the balance in Whirlpool stock. This transaction would be valued at
2.3 billion including assumed debt of 969 million, which represents a 21%
premium to the current Triton private equity proposal.

We believe that our proposal is both financially and strategically compelling
and will deliver a significant value to both Maytag and Whirlpool shareholders.
We also believe these combined businesses can achieve substantial efficiencies,
which will provide the capacity for the appropriate ongoing investment and
direct benefits to customers and consumers.

Of course, a question will be asked on whether the proposed acquisition will
receive regulatory approval. This is one of the many areas we have analyzed in
depth over the last two months; and based on our extensive review of the factors
specifically impacting the appliance industry, including its intensely
competitive nature, we are confident that the requisite regulatory approvals
will be obtained.

Of course we are at the early stages of our bid and so far we have only been
able to review our public available data. However, we are prepared and ready to
commence due diligence immediately. We have requested Maytag's Board of
Directors to allow us to do so and to begin negotiations on the definitive
merger agreement while due diligence proceeds. We are confident that with
Maytag's cooperation this process can be completed quickly.

If you will now turn to slide 2, I would like to discuss why we believe this
combination fits very well with Whirlpool's existing strategy and our global
capabilities. Whirlpool has a strong operating and financial position, and has
been successful in developing innovation and value to consumers and to our trade
partners. We believe our position as well as our proven global capabilities
represent the best solution to ensuring the long-term success of the Maytag
brands.

The success of the Whirlpool business is driven by our global capabilities to
understand and fulfill customer needs, to develop highly innovative branded
solutions, to effectively serve trade customers, and continuously improve
productivity and quality. Our global manufacturing, global purchasing, and
product technology capabilities give us the ability to continually improve
efficiency and maintain our best cost position. We do believe our global
infrastructure capabilities already in place will allow for rapid integration
and result in significant efficiencies.

Secondly, our trade management and distribution capabilities enable us to
provide outstanding service levels to our trade customers. Our business to
business processes, systems, and training programs help trade customers to
reduce their complexities of running their businesses and support their efforts
to create value for consumers.

Third, we currently have an innovation pipeline with literally hundreds of
commercial concepts and products at various stages of development. This
innovation can very quickly reinvigorate the Maytag brands and significantly
increase the attractiveness of the products to consumers in the marketplace. At
the same time, we believe Maytag's brands will complement our own brand
portfolio, enabling us to reach a broader segment of the consumer market.

For those of you on the call who may not be familiar with the appliance
industry, it is a very open and competitive market. We have more appliance
companies operating in the North American market today than we had 10 years ago.
The rapid pace of change that has been seen taking place will continue, with
growing presence of competitors from around the world.

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I would also note that in this market appliance trade customers are very large
and sophisticated, requiring Whirlpool and other companies to compete vigorously
and continually on cost, quality, innovation, and customer service in order to
win their business. The prospect of a revitalized Maytag brand in the
marketplace enhances competition and is something that we believe trade partners
and consumers will look forward to. In fact already today we have begun hearing
from many of our trade partners about our plans, and I am extremely pleased with
the feedback that we're getting from them.

Let me now turn to the benefits of this transaction. We believe this proposal
can create superior value for both sets of shareholders. It offers the best and
offers the best opportunity to address Maytag's business needs. For Maytag
shareholders, our proposal is clearly superior. Not only will they receive a
significant premium over the Triton's current proposal, but they will also get
the opportunity to share in the upside potential of the combined Company through
a continuing investment in Whirlpool.

Whirlpool shareholders of course will strongly benefit through the combined
efficiencies from the integration. It's too early in the process to get into the
specific details about these efficiencies; however I can say, based on our
nearly two months of analysis of publicly available information, we expect these
opportunities to be significant. We also believe that Whirlpool's deep
innovation capabilities and pipeline will result in increased innovation for the
Maytag brands, which will strongly benefits consumers and trade customers. As I
previously mentioned, we believe our trade customers will see the positive
benefits of the revitalized Maytag brands, as well as improved support and
service that we will be able to provide.

In summary, we strongly believe that Whirlpool is best positioned to realize
gains and efficiencies which translate into consumer and trade benefits. The
combination of the two businesses will deliver superior value for our
shareholders. It will provide direct benefits to consumers and to trade
customers.

The proposed acquisition is a great fit with Whirlpool's strategy and global
capabilities, and the combination would actually improve competitiveness in our
industry by setting higher standards for innovation, efficiency, and customer
service. This proposed transaction provides the best opportunity to address
Maytag's business needs by driving these substantial efficiencies and
innovation, which will generate shareholder value and consumer benefits for many
years to come.

As I said earlier, we are extremely excited about this proposed Whirlpool-Maytag
combination. Because the proposal is subject to due diligence and the
negotiation and definitive agreement, we are prepared to move quickly to achieve
this. Again, based on the work we have done to date we do expect regulatory
approval on the proposed combination.

With this in mind, I know you will understand that we're limited in what we can
say about this to you today. But if you have any questions about the specifics
that they we have already put out there, we will do our best answer them. Now we
will open this up for question-and-answers.

QUESTION AND ANSWER

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Operator

(OPERATOR INSTRUCTIONS) Sam Darkatsh, Raymond James.

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Sam Darkatsh - Raymond James - Analyst

First off, at the least I applaud your courage and enthusiasm with this deal.
It is a heady announcement, and best wishes and best of luck with it. Remind us
what your cost of capital hurdle rate is, particularly for significant uses of
capital. Then also to that end, remind us what is acceptable in terms of a time
frame to wait until an acquisition begins to earn that cost of capital.

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Well, Sam, we use as our overall cost of capital 9%; and the return rate really
depends on what type of investment. I think the essence of your question is, how
fast will this pay off for us? We are really not in a position to share the
details of that today. But as we go through this next phase and get to the point
where, if in fact we do complete our due diligence and make a firm offer, I
think we can provides some more insight on that.

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Sam Darkatsh - Raymond James - Analyst

Okay. So the best of your ability, and I am trying to speak generically so you
don't have to speak specifically about this deal, but would it be fair to say
that in normal circumstances if an acquisition were to begin to earn its cost of
capital within two or three years that would be an acceptable time frame? Is
that how we should look at it?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Again, Sam, for me to start giving you specifics on that would be unfair,
because we would have to really try to explain our whole rationale and the
details. We're just not to the point where we're comfortable sharing any of
those details.

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Sam Darkatsh - Raymond James - Analyst

Okay. Second question, it appears as though this would be an FTC type of
question, but it appears as though the combined market share in laundry would be
considerably higher than in other categories, as an example. Although I think
overall I don't see necessarily that much of an issue. Do you foresee there
being certain categories where you may have to take a look at ways to make it
more palatable? Or do you believe as it stands it should pass?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

The short answer, we think the whole situation will be approved. But Sam, let
me maybe share a little bit more around that. As I said, we are confident that
we will gain regulatory approval including antitrust clearance. This is based
both on our internal and expert legal advice.

We went through a process of reviewing the specific appliance industry dynamics,
and looked at really the factors which determine the competitive nature of the
industry. It has confirmed our conviction there really is, in our view, no
plausible concern that competition would be diminished in any product category
in which we compete. It is based upon a number of items, and I will share a few
of them with you.

First of all is the appliance industry dynamics. Competition in the appliance
industry is intense, and we see there is nothing about the acquisition of Maytag
by Whirlpool will change that. In fact the efficiencies that we see in this
combination, being cost savings and increased innovation and quality, will
intensify competition. We see without this combination Maytag would continue to
be a high cost and have trouble competing in this kind of environment.

The second area that we think is very important is the trade structure in the
North American market. Today we have got very large and sophisticated trade
partners, as those who call (ph) our industry know. The four largest appliance
retailers in the U.S. account for over 65% of the market. They have over 40 --
4,600 (ph) stores. They are adding at a rate of over 300 stores a year. That has
grown from about 50% only five years ago.

For the remainder of the market we have very well organized and sophisticated
buying groups, which represents the remainder of the retail market; and we see a
similar trend happening in the builder market.

Sears as you know is the largest retailer, owns the Kenmore brand, which is the
largest selling brand in the marketplace. There is at least five different
manufacturers who supply Sears products for the Kenmore brand. There is a large
number of competitors that can compete at any time for that type of the
business. So when we look from that dynamic we really do see a very strong and
competitive dynamic in the marketplace.

The other factor that we looked at is the competition in the market. As you
know, this is a very open market. There's virtually no barriers to entry. There
is easy access to distribution. It's a very short period of time it takes to add
manufacturing. Given all that, as we have evaluated this from an antitrust
standpoint, we believe an acquisition of Maytag by Whirlpool will actually
enhance this already very dynamic and competitive environment. We think it will
increase the efficiency of production in the appliance industry.

We not only did this in total, but the analysis we have conducted on this
confirms this point for all product categories in which both Whirlpool and
Maytag compete. So that's really kind of an outline of why we're confident that
we will receive regulatory approval.

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Sam Darkatsh - Raymond James - Analyst

Two or three more quick questions, if I could, Jeff. One investor concern might
be that Whirlpool hasn't had a whole lot of experience ingesting large
acquisitions. I guess the last one that was real significant would be the
Philips acquisition of the European operations back in the mid-'90s, and that
has had spotty results. How would you allay those fears that the organization
does have a core competency to be able to integrate this business well?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Sam, I would say that first of all Philips was an expansion to a completely new
region, new markets (indiscernible). It was quite a bit different. I think if
you look at more recent years where we have integrated, certainly our Mexico
business which we acquired and integrated has been hugely successful fore us.
Same with Polar in Europe. Granted these are different size and magnitude.

But I would just say, to step back and think about it, this business, the Maytag
business, is largely a North America business. It's a market we have operated in
for a long time. We know the business very well. We know how it operates very
well. We know all the dynamics that take place in this marketplace. So I think
in terms of understanding how to integrate it, we feel very good about it.

We think we have the skills and capabilities we can readily bring to this
business. An important consideration we feel very good about is we have the
organizational skills and capabilities and capacity to get it done. So that's a
fair question, but I think it's something that we have a high level of comfort
in.

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Sam Darkatsh - Raymond James - Analyst

So what would you see, provided that you do end up acquiring the business, what
would you see as the biggest risk to the deal, to Whirlpool? Would it be an
executional issue? Would it be a trade partner or two putting you in the penalty
box for fear of being too leveraged? What would be the biggest risk or concern
you would have in terms of seamlessly integrating the two businesses?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Sam, everything you -- there are a number of risks that we're methodically
working through. Again I would just say we need to complete our assessment in
the due diligence phase to really give you a fair and accurate assessment.

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Operator

Laura Champine.

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Laura Champine - Morgan, Keegan - Analyst

I wonder if you would be willing to talk about what you view as the future of
Hoover; and maybe more specifically what your thoughts are on their
manufacturing capacity both in the U.S. and in Mexico.

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Laura, I really can't get into that level of specifics. Again, we have not got
access to the due diligence information, and I am really not prepared to give
any opinions on that.

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Laura Champine - Morgan, Keegan - Analyst

Okay. How about it seems that Sears is converting a number of Kmart locations
in the back half of this year. It seems -- I wonder if you would be willing to
comment on what your capacity utilization is at Whirlpool, or what you expect it
to be for the year. Was there any thought of being able to tap incremental
capacity at Maytag? Is that part of your process on the bid today?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Laura, I think what you are asking about is kind of a short-term today issue.
But, no, that is not on a more -- at an enterprise level -- structural issue, I
think certainly we believe that the opportunity for investment at (inaudible) of
both companies is a great way to have more efficient returns. We think there is
an enterprise-level asset utilization opportunity. So from a macro sense those
are just two areas where there will be greater benefits.

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Laura Champine - Morgan, Keegan - Analyst

Can you talk at all about -- can you quantify in any way what you think the
savings on procurement would be for a combined company at this time?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Laura, we're not going to give out any specific quantifications of numbers. But
again, procurement is just another area where we see an opportunity to leverage
our position.

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Laura Champine - Morgan, Keegan - Analyst

Okay, great. Thank you.

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Operator

Eric Bosshard, Midwest Research.

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Eric Bosshard - FTN Midwest Ressearch - Analyst

Couple questions for you. First of all, Maytag has been in play -- I think they
got their bid from Ripplewood about two months ago. Basically the deal to
acquire Maytag per Ripplewood's paperwork suggested (ph) it was a couple weeks
back. You are now beyond that expiration which Maytag seems willing to consider.
My question is, why today? Why not a month ago or six weeks ago? What has
changed that makes you make a bid today?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

When it became clear that Maytag's Board of Directors had decided to sell the
company, we internally begun to very comprehensively evaluate this whole
situation. We have been very thorough and very methodical. We have really tried
to have an extensive internal review, assisted by top legal business and
financial advisers. We have worked on this over the last two months and only
recently completed our internal assessment based on this publicly-available
information.

So we really tried to do our homework quite well, subject to the due diligence
that we still have to do. But that really led to our motivation behind this and
our rationale, which is, number one, we think it's a great strategic fit.
Secondly, we think there's compelling benefits to Whirlpool and Maytag
shareholders, trade customers, and our consumers. We do believe it's
procompetitive and will enhance competition.

We think it's the best solution to address Maytag business challenges. As I said
earlier, we assessed that we had the organizational skills and capacity to do
that. So really it was largely a matter of us doing our internal work in
determining what we thought was best for our shareholders; and that was our

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conclusion. So based on that, that is why we submitted our proposal to the
Maytag Board and requested access to go through the formal due diligence
process.

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Eric Bosshard - FTN Midwest Ressearch - Analyst

Great. Secondly, as you have gone through that analysis and evaluation over the
past two months, what is the single one or perhaps two areas where you see
Maytag has had the greatest struggle that you believe you would be able to
provide the solution for?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Two areas. I think they have been very public, in fact, that they have an
uncompetitive cost structure, which we think we can significantly help change
over some period of time. Again, it's all the way through the value chain. It is
starting from procurement to scale and technology and R&D, to product
development, and to manufacturing, purchasing supply chain. The whole what I
call the product side of the equation.

Clearly on the infrastructure standpoint there will be opportunities to
integrate duplicate activities. There will be savings there. And I think equally
compelling has been their performance in the marketplace. Due to going through a
difficult period of time, it has been difficult for investment. I think we have
a significant amount of innovation we think we can bring to the Maytag brand to
really help it become more competitive and appealing in the marketplace.

So I would say it's the efficiency side and it's the marketplace innovation side
that are the two big compelling areas that will bring (ph) value.

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Eric Bosshard - FTN Midwest Ressearch - Analyst

My last question, the math that you did to come up with $17. Can you give us a
sense, is this something you expect is accretive in 2006?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

We're not prepared to give any kind of guidance, again, until we complete our
work; and we are not prepared to talk about that level of specifics.

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Eric Bosshard - FTN Midwest Ressearch - Analyst

But I am assuming there is an internal analysis on the earnings impact of this
transaction.

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

There is, but we're not prepared to communicate that.

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Operator

David MacGregor, Longbow Research.

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David MacGregor - Longbow Research - Analyst

Congratulations, Jeff. Atta-boys here, I think. Let me zero in on brand
positioning. How do you make sense of this from a brand map? Talk a little bit
if you could about just what is sort of the positioning strategy for Maytag? You
are going to have Jenn-Air; cooking has always been a weak category for
Whirlpool, if I can say that. Jenn-Air could potentially, if it were not such an
orphaned brand with a little (technical difficulty) resources that could address
that particular issue. Amana, you're already pretty busy in refrigeration. Could
you talk a little bit about how you make sense of all this?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

David, obviously, that was, again, one other reason why we have gone through
this in a very methodical process over this two-month-plus period of time. One
of the important factors, you know how we manage our brands. You know it is
based on consumer segmentation and having a clear and specific definition for
brands. This was a very important part of that assessment that we went through.

I am not going to speak specifically what some of our preliminary conclusions
are, other than to say that we're very positive it fits very well within our
brand portfolio and our ability to differentiate them to consumers in the
marketplace, which we see as expanding our ability to reach more of the market.
Which, again, we think is very procompetitive.

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David MacGregor - Longbow Research - Analyst

Do you think we're heading in a direction commercially where we start offering
certain supply channels exclusive brands?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

I really can't comment on that right now.

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David MacGregor - Longbow Research - Analyst

Can you talk at all about Home Depot? Maytag is relying on Home Depot for a
pretty substantial part of the business. You have -- historically your
organization has had some concerns about their retail model. I guess the view
has been articulated frequently that if they were to bring that along a little
further that you might be comfortable. Are we closer to that point yet?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Again, that's just an area I'm not going to talk about today.

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David MacGregor - Longbow Research - Analyst

Final question, they were pretty clear in the headline of their press release
this morning that this was an unsolicited offer. Does that distinction,
solicited versus unsolicited, have any bearing on the likelihood of your ability
to complete this deal?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

That is really just based on the Board, the process the Maytag Board has put in
place. So in terms of your question, no, we don't think it does. We have already
said that we can meet their conditions. We are presenting them with a superior
offer. If we get access to due diligence in an expedient way, we believe we can
complete our assessment in a time frame that they have already established for
their shareholder meeting. So I don't think that has a big distinction.

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David MacGregor - Longbow Research - Analyst

Okay. Congratulations, Jeff.

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Operator

Michael Rehaut, JP Morgan.

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Michael Rehaut - JP Morgan - Analyst

First, just a question on your own manufacturing capacity. I guess your ability
to comment on Maytag's may be limited? But can you just give us an idea, in
North America and on a worldwide basis, what your current capacity utilization
is?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

We don't give out that information. It does vary by factory around the world.
But generally speaking we try to operate between 80, 90% in any facility around
the world. It varies, but that is the range we try to operate in. But we don't
give out specific information about individual factories.

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Michael Rehaut - JP Morgan - Analyst

But I guess it was fair to say that you're still currently within that desired
range?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

It depends on which factory. But in total that would be within our normal
operating range.

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Michael Rehaut - JP Morgan - Analyst

In terms of your North American manufacturing capacity, can you just remind us
the percent that's union versus nonunion?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

It's about half and half.

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Michael Rehaut - JP Morgan - Analyst

In your initial look at Maytag's manufacturing capacity, you know your ability
to kind of shift out of some of those high-cost contracted agreements that I
think Maytag has had a lot of difficulty in terms of going through; you know,
currently having agreements through 2008. I mean, do you have any initial
impressions on what flexibility you might have with that?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

That's really an area that it's not appropriate for me to comment right now.

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Michael Rehaut - JP Morgan - Analyst

One more question in terms of your proposal, with 50% stock and 50% cash.
Obviously there are other proposals out there that are 100% cash. We have in our
own model projected you guys at under 40% net debt to cap by the end of this
year. Can you comment on any ability or flexibility you might have to shift your
proposal to a higher percentage of cash if necessary?

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Roy Templin - Whirlpool Corp. - CFO and EVP

Michael, this is Roy. Let me talk a little bit about it. In terms of the 50/50,
quite simply our intention is to deliver $17 of value for a Maytag share. In all
of our analysis, as we look at this, the at least 50% cash has many benefits
from our perspective. One of course is it allows the Maytag shareholders the
ability to participate in the upside of the combination, which Jeff mentioned
earlier.

Then from Whirlpool's perspective, based upon the pre-diligence work we have
done to date, we balanced credit implications and the EPS impacts of the
transaction. But having said that, Michael, as we complete our due diligence the
bottom line is we have tremendous flexibility as we work through the process

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here. We will continue to analyze what we think the optimal mix of consideration
will be for all parties involved. So we continue to do our analysis in that
area.

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Michael Rehaut - JP Morgan - Analyst

Lastly, I think another person hit on this; but in terms of the timing of this
proposal, as you have mentioned you've been looking at this for the last two
months pretty intensely. How much of the timing of this and the proposal of this
-- certainly it appears to be to some extent a reaction to other bids. If you
were to have done this proposal, let's say, six months ago, what has changed in
the last six months that -- certainly you could argue that there would be a lot
of the same benefits six months ago. Are you, with some of the more recent
proposals out there, trying to maintain a certain level of, I would say,
presence in the market or boxing out other competitors?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

No. He asked what's changed since six months ago. Honestly, the starting point
is two months ago is when the Maytag Board decided to put the company for sale.
That's what started our process. Since then, again, we have been working very
intensely, very diligently, on all the opportunities and alternatives within
this situation.

As I said what led to it now were the four or five reasons I explained earlier
about what we concluded in our internal assessment. Now we need to complete the
due diligence to confirm our internal assessment, and that is what has driven
our timing.

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Michael Rehaut - JP Morgan - Analyst

Fair enough. Thank you.

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Operator

Jeff Sprague, Smith Barney.

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Jeff Sprague - Smith Barney - Analyst

Jeff, I am thinking you're probably almost out of questions you can answer.

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Getting close.

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Jeff Sprague - Smith Barney - Analyst

I think so. Not to parse your words, but kind of following up on that last
question, at one point you said you have been working on this for two months
plus. It has exactly been a little less than two months by a few days. Were you
guys kind of in the early fray on this, before the Ripplewood offer kind of hit
the press? Or it all started with that offer?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Jeff, I think you know, in our business -- I mean, we are always looking at
what is going on in the industry, evaluating our position, evaluating what is
going on within the industry, and so on and so on. I mean, we are always looking
at what is going on. But specifically to your question in terms of Maytag's
position, it was after they announced they were being sold that we formally
organized our process to evaluate that opportunity.

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Jeff Sprague - Smith Barney - Analyst

Just one final one. Obviously this is very sensitive and secretive in making
your offer this morning; but were you able to make some high-level discrete
contacts with people in the FTC or Justice, to kind of get a little sniff test
on this? Or is your comfort solely based on your own analysis and the help of
your external counsel?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

We work through our legal counsel on all that, and that is all I can really
say.

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Jeff Sprague - Smith Barney - Analyst

I am going to stop there. I think you pretty much hit it all.

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Operator

Felippe Goossens with Credit Suisse First Boston.

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Felippe Goossens - Credit Suisse First Boston - Analyst

Felippe Goossens, Fixed Income Research here. A couple of questions, if I may.
The first one. You're currently rated BBB+, Baa1, stable outlook from both
agencies. What would be the lowest rating that you would feel comfortable with,
in case you need to revise either the price that you're offering or the mix of
what you are paying for meeting the mix of equity and cash?

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Roy Templin - Whirlpool Corp. - CFO and EVP

Felippe, this is Roy Templin. Let me answer that question as I best can this
morning. We have already had some discussions with the credit rating agencies;
and we anticipate, which is standard practice, that we will be placed on credit
watch pending the final details of our bid.

Having said that, as I said earlier we feel very strongly our proposal provides
balance between both the credit and the EPS implications of this transaction.
Felippe, we have modeled as you would expect many, many different scenarios,
doing our work to date. We're very comfortable that based upon this work we will
have sufficient access to the debt markets to finance this transaction. I'm
really not able to go much further than that at this point.

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Felippe Goossens - Credit Suisse First Boston - Analyst

But it's fair to say, at least based on my calculations, that you will do
everything you can to maintain that investment-grade rating? Correct, Roy?

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Roy Templin - Whirlpool Corp. - CFO and EVP

Yes.

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Felippe Goossens - Credit Suisse First Boston - Analyst

Then if need be, would you be willing to suspend your share buyback if that is
what the agencies would be looking at over the near term?

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Roy Templin - Whirlpool Corp. - CFO and EVP

I'm not prepared; I am not going to comment on that this morning, Felippe.

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Felippe Goossens - Credit Suisse First Boston - Analyst

Okay. Then my other question I had is if the FTC were to ask you to spin off
certain brands, are there certain brands that you say these are very critical
for this to work for us, that we would not be willing to consider letting go of?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

No, that is an area we would not be prepared to comment.

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Felippe Goossens - Credit Suisse First Boston - Analyst

Okay, great. Thanks so much, gentlemen.

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Operator

Larry Horan, Parker/Hunter.

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Larry Horan - Parker/Hunter - Analyst

Thanks. All of my questions have already been raised.

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Operator

Mark Pumper (ph), Lehman Brothers.

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Mark Pumper - Lehman Brothers - Analyst

Just following up on the questions of the debt rating. As far as funding mix,
you've indicated at least a 50% cash component. But it is fair to say that
you've got flexibility if acceptable to the Maytag to use a higher equity
component?

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Larry Venturelli - Whirlpool Corp. - VP IR

Could you speak up, please? We can barely hear you.

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Mark Pumper - Lehman Brothers - Analyst

I just wanted to check. If you've indicated you will use at least a 50% cash
component, but if it's acceptable to Maytag, would you be willing to use a
greater mix of equity?

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Roy Templin - Whirlpool Corp. - CFO and EVP

Again, I really do not want to comment on any specifics. I'll just say, based
upon the work we have done we feel we have tremendous flexibility to continue to
analyze and adjust the optimal mix of consideration for both parties. But I
really do not want to speculate on that mix at this point in time.

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Mark Pumper - Lehman Brothers - Analyst

Just one other follow-up. As far as the changes in material prices, I mean it
has certainly been an issue for Maytag, the sharp increase in steel prices,
particularly as a spot buyer. Has their use of spot buying, with the decline in
steel pieces, made them any more attractive a target? And you have issues, on
your own thoughts, with regard to your contract buying?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Again, I don't know that we can make that assessment until we have access to
our due diligence.

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Mark Pumper - Lehman Brothers - Analyst

Thanks very much.

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Operator

Tim Fulman (ph), Omega Advisers.

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Tim Fulman - Omega Advisors - Analyst

When you were considering this bid, why do you think it's a better deal for
Whirlpool shareholders to buy Maytag, instead of aggressively buying your own,
in my view, underrated shares of Whirlpool?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Could you repeat the question? We could barely hear you.

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Tim Fulman - Omega Advisors - Analyst

When you consider this bid financially, just from a perspective of Whirlpool
shareholders, why do think it's better to buy Maytag instead of aggressively
buying your own shares on the market?

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Jeff Fettig - Whirlpool Corp. - Chairman, President, and CEO

Well, first of all, I think again when we are in a -- as we go through our due
diligence and we're able to communicate the benefits of what we see in this,
clearly for this we would do what we believe will create the most value for our
shareholders over any given period of time. So we have been repurchasing our own
shares, because they are -- based on our view of the valuation. And again this
is an opportunity we have looked at and we think it has great shareholder value
accretion opportunities. I really can't go to (ph) any more depth than that.

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Tim Fulman - Omega Advisors - Analyst

All right. Thank you.

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Operator

Due to current time constraints, we have time for one more question. Tom Leneal
(ph) with Barclays.

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Tom Leneal - Barclays - Analyst

Thanks; you have answered all my questions. Thank you.

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Operator

I'd like to turn the call back over Mr. to Mr. Venturelli. Please go ahead.

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Larry Venturelli - Whirlpool Corp. - VP IR

We would like to thank you all for joining us today. We will be speaking with
you this Thursday at 10:00.

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Operator

Thank you. That does conclude today's call. You may disconnect at this time.

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