WHIRLPOOL CORP DE

Previous wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current three and six months ended periods compared to the same prior-year periods. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.

Current wording

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current three and nine months ended periods compared to the same prior-year periods. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.

Previous wording

Whirlpool delivered second-quarter GAAP net earnings (loss) available to Whirlpool of $219 million (net earnings margin of 5.5%), or $3.96 per share, compared to GAAP net earnings (loss) available to Whirlpool of $85 million (net earnings margin of 1.8%), or $1.55 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(485) million for the six months ended June 30, 2024, compared to $(370) million in the same prior year period and free cash flow (non-GAAP) of $(713) million, compared to free cash flow of $(587) million in the same prior year period.

Current wording

Whirlpool delivered third-quarter GAAP net earnings (loss) available to Whirlpool of $109 million (net earnings margin of 2.7%), or $2.00 per share, compared to GAAP net earnings (loss) available to Whirlpool of $83 million (net earnings margin of 1.7%), or $1.53 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(271) million for the nine months ended September 30, 2024, compared to $(322) million in the same prior year period and free cash flow (non-GAAP) of $(586) million, compared to free cash flow of $(660) million in the same prior year period.

Previous wording

Whirlpool delivered second-quarter ongoing (non-GAAP) earnings per share of $2.39 and ongoing EBIT margin of 5.3%, compared to $4.21 and 7.3% in the same prior-year period.

Current wording

Whirlpool delivered third-quarter ongoing (non-GAAP) earnings per share of $3.43 and ongoing EBIT margin of 5.8%, compared to $5.45 and 6.5% in the same prior-year period.

Previous wording

On a GAAP basis, net earnings margins were impacted by adjustments recorded in the loss on sale and disposal of businesses (see Note 14 for further information) and restructuring expenses related to organizational simplification. On a GAAP and ongoing basis, quarterly results were impacted by negative price/mix, partially offset by cost takeout actions. On a GAAP basis, net earnings were also impacted by lower income tax expense, primarily due to an overall lower level of earnings and tax benefits related to the completion of legal entity restructuring projects in connection with the disposal of our European major appliance business, partially offset by associated valuation allowances.

Current wording

On a GAAP basis, net earnings margins were impacted by the gain on sale and disposal of businesses (see Note 14 for further information) and restructuring expenses related to organizational simplification. On a GAAP basis, net earnings were also impacted by lower income tax expense, primarily due to an overall lower level of earnings and tax benefits related to the completion of legal entity restructuring projects in connection with the disposal of our European major appliance business, partially offset by associated valuation allowances. On a GAAP and ongoing basis, quarterly results were also impacted by negative price/mix and foreign currency.

Previous wording

We continue to take actions to deliver shareholder value as we navigate through a challenging macro environment in North America, demonstrated by the completion of our global organizational simplification and MDA North America promotional program price increase actions. We remain confident in delivering $300-$400 million of cost take out and continued sequential margin progression through 2024.

Current wording

Our global organizational simplification and MDA North America promotional program price increase actions continue to deliver shareholder value as we navigate through a challenging macro environment in North America. This is demonstrated by the continued sequential margin expansion in the third-quarter. We remain confident in delivering $300-$400 million of cost take out and continued sequential margin progression through 2024.

Previous wording

(2) As a result of the GAAP earnings loss for the six months ended June 30, 2023, and June 30, 2024, respectively, the impact of antidilutive shares was excluded from the loss per share calculation on a GAAP basis.

Current wording

(2) As a result of the GAAP earnings loss for the nine months ended September 30, 2023 the impact of antidilutive shares was excluded from the loss per share calculation on a GAAP basis.

Previous wording

Consolidated net sales decreased 16.8% and 10.2% for the three and six months ended June 30, 2024 compared to the same periods in 2023. The decrease for the three and six months ended June 30, 2024 was primarily driven by divestiture of our European major domestic appliances business. Excluding the impact of foreign currency, net sales decreased 16.0% and 10.3% for the three and six months ended June 30, 2024, compared to the same periods in 2023.

Current wording

Consolidated net sales decreased 18.9% and 13.2% for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The decrease for the three and nine months ended September 30, 2024 was primarily driven by divestiture of our European major domestic appliances business. Excluding the impact of foreign currency, net sales decreased 17.4% and 12.7% for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

Previous wording

The consolidated gross margin percentage for the three and six months ended June 30, 2024 decreased to 15.7% and 14.9% compared to 17.0% and 16.7% in the same prior-year periods. The decrease was primarily driven by volumeand unfavorable product price/mix, partially offset by cost productivity.

Current wording

The consolidated gross margin percentage for the three and nine months ended September 30, 2024 decreased to 16.1% and 15.3% compared to 16.2% and 16.6% in the same prior-year periods. The decrease was primarily driven by volume and unfavorable product price/mix, partially offset by cost productivity.

Previous wording

Net sales decreased 5.7% and 6.9% for the three and six months ended June 30, 2024 compared to the same periods in 2023. The decrease was primarily driven by unfavorable impacts of product price/mix. Excluding the impact from foreign currency, net sales decreased 5.6% and 6.8% for the three and six months ended June 30, 2024, compared to the same periods in 2023.

Current wording

Net sales decreased 4.3% and 6.0% for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The decrease was primarily driven by unfavorable impacts of product price/mix. Excluding the impact from foreign currency, net sales decreased 4.2% and 5.9% for the three and nine months ended September 30, 2024, compared to the same periods in 2023.

Previous wording

EBIT decreased for the three and six months ended June 30, 2024 compared to the same periods in 2023. The decrease for the three and six months ended was primarily due to unfavorable product price/mix. EBIT margin was 6.3% and 6.0% for the three and six months ended June 30, 2024, compared to 10.1% and 10.1% for the same periods in 2023.

Current wording

EBIT decreased for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The decrease for the three and nine months ended was primarily due to unfavorable product price/mix. EBIT margin was 7.3% and 6.4% for the three and nine months ended September 30, 2024, compared to 9.2% and 9.8% for the same periods in 2023.

Previous wording

Net sales increased 11.3% and 11.7% for the three and six months ended June 30, 2024, compared to the same periods in 2023. The increase was primarily driven by increased volume, partially offset by the unfavorable impacts of foreign currency and product price/mix. Excluding the impact from foreign currency, net sales increased 14.8% and 11.8% for the three and six months ended June 30, 2024, respectively, compared to the same periods in 2023.

Current wording

Net sales increased 0.4% and 7.6% for the three and nine months ended September 30, 2024, compared to the same periods in 2023. The increase was primarily driven by increased volume, partially offset by the unfavorable impacts of foreign currency and product price/mix. Excluding the impact from foreign currency, net sales increased 8.8% and 10.7% for the three and nine months ended September 30, 2024, respectively, compared to the same periods in 2023.

Previous wording

EBIT increased for the three and six months ended months ended June 30, 2024 compared to the same periods in 2023. The increase for the three and six months ended was primarily driven by increased volume, partially offset by unfavorable product price/mix. EBIT margin was 5.8% and 6.7% for the three and six months ended June 30, 2024, compared to 6.1% and 5.5% for the same periods in 2023.

Current wording

EBIT increased for the three and nine months ended months ended September 30, 2024 compared to the same periods in 2023. The increase for the three and nine months ended was primarily driven by increased volume, partially offset by unfavorable product price/mix. EBIT margin was 6.9% and 6.8% for the three and nine months ended September 30, 2024, compared to 6.2% and 5.7% for the same periods in 2023.

Previous wording

Net sales increased 11.3% and 9.2% for the three and six months ended June 30, 2024 compared to the same periods in 2023. The increase was primarily driven by increased volumes, partially offset by unfavorable impacts of product price/mix. Excluding the impact from foreign currency, net sales increased 11.8% and 9.1% for the three and six months ended June 30, 2024 compared to the same periods in 2023.

Current wording

Net sales decreased 3.0% and increased 3.6% for the three and nine months ended September 30, 2024 compared to the same periods in 2023. The decrease for the three months ended was primarily driven by unfavorable impacts of product price/mix, partially offset by increased volumes. The increase for the nine months ended was primary driven by increased volumes, partially offset by unfavorable impacts of product price/mix. Excluding the impact from foreign currency, net sales decreased 3.3% and increased 3.6% for the three and nine months ended September 30, 2024 compared to the same periods in 2023.

Previous wording

EBIT increased for the three and six months ended June 30, 2024 compared to the same periods in 2023. The increase was driven by increased volume, partially offset by unfavorable product price/mix and increased marketing spend. EBIT margin was 13.9% and 16.3% for the three and six months ended June 30, 2024 compared to 12.5% and 11.5% for the same periods in 2023.

Current wording

EBIT decreased for the three months ended September 30, 2024 and increased for the nine months ended September 30, 2024 compared to the same periods in 2023. The decrease for the three months ended was primarily driven by unfavorable product price/mix and increased marketing investments. The increase for the nine months ended was primarily driven by increased volumes, partially offset by unfavorable impacts of product price/mix. EBIT margin was 14.2% and 15.4% for the three and nine months ended September 30, 2024 compared to 18.2% and 14.7% for the same periods in 2023.

Previous wording

MDA Europe consisted of our European major domestic appliance business which was contributed to Arcelik as of April 1, 2024. Therefore, the Company had no net sales or EBIT for MDA Europe during the second quarter of 2024. For additional information on the financial performance of MDA Europe for the three months ended March 31, 2024, see our Form 10-Q for the quarter then ended.

Current wording

MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe as of April 1, 2024. Therefore, the Company had no net sales or EBIT for MDA Europe during the second or third quarter of 2024. For additional information on the financial performance of MDA Europe for the three months ended March 31, 2024, see our Form 10-Q for the quarter then ended.

Previous wording

Consolidated selling, general and administrative expenses decreased for the three and six months ended June 30, 2024, compared to the same periods in 2023 primarily due to the disposal of our European major domestic appliance business on April 1, 2024.

Current wording

Consolidated selling, general and administrative expenses decreased for the three and nine months ended September 30, 2024, compared to the same periods in 2023 primarily due to the disposal of our European major domestic appliance business on April 1, 2024.

Previous wording

We incurred restructuring charges of $50 million and $73 million for the three and six months ended June 30, 2024 compared to $9 million and $9 million for the same periods in 2023. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

Current wording

We incurred restructuring charges of $8 million and $81 million for the three and nine months ended September 30, 2024 compared to $5 million and $14 million for the same periods in 2023. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

Previous wording

For the full year 2024, we expect to incur approximately $75-80 million of restructuring charges, inclusive of the $73 million recorded for the six months ended June 30, 2024. Substantially all will result in cash settlement.

Current wording

For the full year 2024, we expect to incur approximately $85 million of restructuring charges, inclusive of the restructuring charges recorded for the nine months ended September 30, 2024. Substantially all will result in cash settlement.

Previous wording

The European disposal group was deconsolidated as of April 1, 2024. We recorded an adjustment of $45 million and $247 million, respectively, for the three and six months ended June 30, 2024, resulting in a total loss of $1.9 billion for the transaction. These adjustments are recorded in the loss on sale and disposal of businesses and reflect the reassessment of the fair value less costs to sell of the disposal group, transaction costs and provision for tax related indemnities recorded at closing of the transaction.

Current wording

The European disposal group was deconsolidated as of April 1, 2024. We recorded an adjustment of $2 million and $294 million, respectively, for the three and nine months ended September 30, 2024, resulting in a total loss of $1.9 billion for the transaction. These adjustments reflect the reassessment of the fair value less costs to sell of the disposal group, transaction costs and provision for tax related indemnities. We recorded an adjustment of $46 million and $286 million, respectively, for the three and nine months ended September 30, 2023 which reflected the reassessment of the fair value less costs to sell, primarily driven by fluctuations of net working capital, of the disposal group and transaction costs.

Previous wording

Net interest and sundry expense decreased for the three and six months ended June 30, 2024 compared to the same prior year periods in 2023. The decrease for the six months ended is primarily due to reserves for legacy EMEA legal matters recorded in the prior year.

Current wording

Net interest and sundry expense decreased for the three and nine months ended September 30, 2024 compared to the same prior year periods in 2023. The decrease for the nine months ended is primarily due to reserves for legacy EMEA legal matters recorded in the prior year.

Previous wording

Interest expense was $93 million and $183 million for the three and six months ended June 30, 2024 compared to $89 million and $164 million in the same prior year periods of 2023. The increase is primarily due to higher interest rates.

Current wording

Interest expense was $92 million and $275 million for the three and nine months ended September 30, 2024 compared to $95 million and $259 million in the same prior year periods of 2023.

Previous wording

Income tax benefit was $(206) million and $(130) million for the three and six months ended June 30, 2024 compared to income tax expense of $114 million and $182 million in the same prior year periods of 2023. The decrease for the three months ended June 30, 2024 isprimarily due to an overall lower level of earnings and tax benefits related to the completion of legal entity restructuring projects in connection with the disposal of our European major appliance business, partially offset by associated valuation allowances. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

Current wording

Income tax expense (benefit) was $45 million and $(85) million for the three and nine months ended September 30, 2024 compared to income tax expense of $86 million and $268 million in the same prior year periods of 2023. The decrease for the three months ended September 30, 2024 is primarily due to an overall lower level of earnings and tax benefits related to the completion of legal entity restructuring projects in connection with the disposal of our European major appliance business, partially offset by associated valuation allowances. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

Previous wording

The Company had cash and cash equivalents of approximately $1.2 billion at June 30, 2024. For cash in each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and expected future foreign investments. Our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

Current wording

The Company had cash and cash equivalents of approximately $1.1 billion at September 30, 2024. For cash in each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and expected future foreign investments. Our intent is to permanently reinvest these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S. operations. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

Previous wording

At June 30, 2024, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.4%) and India (1.9%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Brazil, which represented 2.3%. We continue to monitor general financial instability and uncertainty globally.

Current wording

At September 30, 2024, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.8%) and India (1.7%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Brazil, which represented 1.1%. We continue to monitor general financial instability and uncertainty globally.

Previous wording

The Company maintains a $3.5 billion revolving credit facility and a committed $1.5 billion term loan as of June 30, 2024. In addition to these facilities, we have committed credit facilities in Brazil and India that provide borrowings up to approximately $192 million at June 30, 2024.

Current wording

The Company maintains a $3.5 billion revolving credit facility and a committed $1.5 billion term loan as of September 30, 2024. In addition to these facilities, we have committed credit facilities in Brazil and India that provide borrowings up to approximately $195 million at September 30, 2024.

Previous wording

Notes payable consists of short-term borrowings payable to banks and commercial paper, which are generally used to fund working capital requirements. At June 30, 2024, we have $778 million of notes payable outstanding primarily under the revolving credit facility or commercial paper programs. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Current wording

Notes payable consists of short-term borrowings payable to banks and commercial paper, which are generally used to fund working capital requirements. At September 30, 2024, we have $609 million of notes payable outstanding primarily under the commercial paper programs. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Previous wording

Cash used in operating activities increased during the six months ended June 30, 2024 compared to the same prior year period in 2023. The increase in cash used in operating activities was primarily driven by fluctuations in working capital due to lower inventory from reduced sales volumes, along with increases in accrued expenses and deferred taxes due to the deconsolidation of MDA Europe business.

Current wording

Cash used in operating activities decreased during the nine months ended September 30, 2024 compared to the same prior year period in 2023. The decrease in cash used in operating activities was primarily driven by fluctuations in working capital due to lower inventory from reduced sales volumes.

Previous wording

Cash used in investing activities during the six months ended June 30, 2024 increased compared to the same period in 2023 primarily due to a decrease of $245 million due to divestitures, representing cash and cash equivalents held in MDA Europe.

Current wording

Cash used in investing activities during the nine months ended September 30, 2024 increased compared to the same period in 2023, primarily driven by the contribution of $245 million of cash and cash equivalents held in MDA Europe.

Previous wording

Cash provided by financing activities during the six months ended June 30, 2024 increased compared to the same period in 2023 primarily due to increased short-term borrowings and the sale of minority interest shares in Whirlpool India.

Current wording

Cash provided by financing activities during the nine months ended September 30, 2024 increased compared to the same period in 2023 primarily due to increased short-term borrowings and the sale of minority interest shares in Whirlpool India, partially offset by purchase of additional interest in Elica PB India.

Previous wording

On April 15, 2024, our Board of Directors approved a quarterly dividend on our common stock of $1.75 per share.

Current wording

On both August 19, 2024 and October 15, 2024, our Board of Directors approved a quarterly dividend on our common stock of $1.75 per share.

Previous wording

In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit, and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At June 30, 2024, we had approximately $361 million outstanding under these agreements.

Current wording

In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit, and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At September 30, 2024, we had approximately $363 million outstanding under these agreements.

Previous wording

Ongoing measures, including ongoing earnings per diluted share and ongoing EBIT, exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses. EBIT margin is calculated by dividing EBIT by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to U.S. dollars using the prior-year period's exchange rate compared to the prior-year period net sales. Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations. Management believes that Net Debt Leverage (Net Debt/Ongoing EBITDA) provides stockholders with a clearer basis to assess the Company's ability to pay off its incurred debt. We also disclose segment EBIT, which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance, as the financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280, Segment Reporting.

Current wording

Ongoing measures, including ongoing earnings per diluted share and ongoing EBIT, exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses. EBIT margin is calculated by dividing EBIT by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to U.S. dollars using the prior-year period's exchange rate compared to the prior-year period net sales. Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations. We also disclose segment EBIT, which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance, as the financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280, Segment Reporting. Management believes that the adjusted tax rate provides stockholders with a meaningful, consistent comparison of the Company's effective tax rate, excluding the pre-tax income and tax effect of certain unique items.

Previous wording

(1)Net earnings (loss) margin is approximately 5.5% and (0.5)% for the three and six months ended June 30, 2024 compared to 1.8% and (1.0)% in the same prior year periods. Net earnings margin is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the three and six months ended June 30, 2024 and June 30, 2023, respectively.

Current wording

(1)Net earnings (loss) margin is approxim ately 2.7% for the three months September 30, 2024 compared to 1.7% in the same prior year period. Net earnings margin is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the three months ended September 30, 2024 and September 30, 2023, respectively.

Previous wording

(2)Ongoing EBIT margin is approximately 5.3% and 4.8% for the three and six months ended June 30, 2024 compared to 7.3% and 6.4% in the same prior year periods. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the three and six months ended ended June 30, 2024 and June 30, 2023, respectively.

Current wording

(2)Ongoing EBIT margin is approximately 5.8% for the three months ended September 30, 2024 compared to 6.5% in the same prior year period. Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the three months ended September 30, 2024 and September 30, 2023, respectively.

Previous wording

(a) RESTRUCTURING EXPENSE - In March 2024, the Company committed to workforce reduction plans. $23 million was recorded during the first quarter, of which $14 million was employee termination costs and $9 million was other associated exit costs. During the second quarter of 2024, the Company executed additional restructuring actions as part of the Company's complexity reduction and organizational simplification efforts. Total costs for these actions were $50 million, primarily in employee termination costs, which were incurred within the second quarter of 2024.

Current wording

(a) RESTRUCTURING EXPENSE - In March 2024, the Company committed to workforce reduction plans. $23 million was recorded during the first quarter, of which $14 million was employee termination costs and $9 million was other associated exit costs. During the second quarter of 2024, the Company evaluated additional restructuring actions as part of the Company's organizational simplification efforts. Total costs for these actions were $58 million, of which $8 million was recorded during the third quarter of 2024. These costs were primarily for employee termination costs.

Previous wording

(b) IMPACT OF M&A TRANSACTIONS - On January 16, 2023, we signed a contribution agreement to contribute our European major domestic appliance business into a newly formed entity with Arçelik. In connection with the transaction, we recorded a loss on disposal of $292 million for the six months ended June 30, 2024, of which $45 million was incurred in the second quarter of 2024. Additionally, we incurred other unique transaction related costs related to portfolio transformation for a total of $17 million for the six months ended June 30, 2024, of which $5 million was incurred in the second quarter of 2024. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

Current wording

(b) IMPACT OF M&A TRANSACTIONS - On January 16, 2023, the Company signed a contribution agreement to contribute our European major domestic appliance business into a newly formed entity with Arcelik. In connection with the transaction, the Company recorded a loss on disposal of $294 million for the nine months ended September 30, 2024, of which $2 million was incurred in the third quarter of 2024.

Previous wording

For the six months ended June 30, 2023, a loss on disposal of $240 million was recorded, of which $18 million was recorded during the second quarter. Additionally, we incurred other unique transaction related costs related to portfolio transformation for a total of $8 million for the three and six months ended June 30, 2023. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

Current wording

For the nine months ended September 30, 2023, a loss on disposal of $286 million was recorded, of which $46 million was recorded during the third quarter. Additionally, the Company incurred other unique transaction related costs related to portfolio transformation for a total of $10 million for the three months ended September 30, 2023. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).

Previous wording

(d)NORMALIZED TAX RATE ADJUSTMENT - During the second quarter of 2024, the Company calculated a GAAP tax rate of (687)%. Ongoing earnings per share was calculated using an adjusted tax rate of (14)%, which excludes the non-tax deductible impact of M&A transactions of approximately $50 million recorded in the second quarter of 2024 and certain other tax impacts related to Europe transaction. The Company expects a full-year GAAP tax rate of approximately 25% and adjusted effective tax rate of approximately (8)%, revised from the prior quarter estimate primarily due to lower forecasted earnings before income taxes.

Current wording

(c)NORMALIZED TAX RATE ADJUSTMENT -During the third quarter of 2024, the Company calculated a GAAP tax rate of 25%. Ongoing earnings per share was calculated using an adjusted tax rate of (32)%, which excludes the non-taxable impact of M&A transactions of approximately $(26) million recorded in the third quarter of 2024 and certain other tax impacts related to Europe transaction. The Company expects a full-year GAAP tax rate of approximately 65% and adjusted effective tax rate of (18) - (22)%, revised from the prior quarter estimate of 25% and (8)%, respectively, primarily due to updated legal entity restructuring impacts as we have further refined the estimated benefits of our tax planning strategies since closing the Europe transaction.

Previous wording

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated 2024 full-year GAAP tax rate of approximately 25% and adjusted tax rate of approximately (8)%. We currently estimate earnings per diluted share for 2024 as follows:

Current wording

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated 2024 full-year GAAP tax rate of approximately 65% and adjusted tax rate of (18) - (22)%. We currently estimate earnings per diluted share for 2024 as follows:

Previous wording

For the full-year 2024, we expect to generate cash from operating activities of approximately $1,050 million and free cash flow of approximately $500 million, including restructuring cash outlays of approximately $75 million and capital expenditures of approximately $550 million.

Current wording

For the full-year 2024, we expect to generate cash from operating activities of approximately$1,050 million and free cash flow of approximately$500 million, including restructuring cash outlays of approximately $80 million and capital expenditures of approximately$550 million.