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 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.

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 months ended period compared to the same prior-year period. 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 Corporation ("Whirlpool") is a leading kitchen and laundry appliance company, in constant pursuit of improving life at home and inspiring generations with our brands. The company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2024, the Company reported approximately $17 billion in annual sales, 44,000 employees, and 40 manufacturing and technology research centers. We conduct our business through four operating segments, which consist of Major Domestic Appliances ("MDA") North America; MDA Latin America; MDA Asia; and Small Domestic Appliances ("SDA") Global. The MDA Europe segment was deconsolidated as of April 1, 2024.

Current wording

Whirlpool Corporation ("Whirlpool") is a leading kitchen and laundry appliance company, in constant pursuit of improving life at home and inspiring generations with our brands. The company is driving meaningful innovation to meet the evolving needs of consumers through its iconic brand portfolio, including Whirlpool, KitchenAid, JennAir, Maytag, Amana, Brastemp, Consul, and InSinkErator. In 2025, the Company reported approximately $16 billion in annual sales, 41,000 employees, and 35 manufacturing and technology research centers. We conduct our business through three operating segments, which consist of Major Domestic Appliances ("MDA") North America; MDA Latin America; and Small Domestic Appliances ("SDA") Global.

Previous wording

Whirlpool delivered third-quarter net earnings (loss) available to Whirlpool of $73 million (net earnings margin of 1.8%), or $1.29 per share, compared to net earnings (loss) available to Whirlpool of $109 million (net earnings margin of 2.7%), or $2.00 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(669) million for the nine months ended September 30, 2025, compared to $(271) million in the same prior year period and had capital expenditures of $239 million and $315 million, respectively.

Current wording

Whirlpool delivered first-quarter net earnings (loss) available to Whirlpool common shareholders of $(85) million (net earnings margin of (2.6)%), or $(1.43) per share, compared to net earnings (loss) available to Whirlpool shareholders of $71 million (net earnings margin of 2.0%), or $1.28 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(827) million for the three months ended March 31, 2026, compared to $(721) million in the same prior year period and had capital expenditures of $68 million and $72 million, respectively.

Previous wording

We continue to take actions to deliver shareholder value as we navigate through a challenging macro environment in North America. We expect to deliver approximately $200 million of cost take out and introduce over 100 new products.

Current wording

We continue to take actions to deliver shareholder value as we navigate through a challenging macro environment in North America. We remain confident in delivering over $150 million of cost take out, implementing previously announced pricing actions, including the largest pricing changes in a decade, introducing over 100 new products and paying down $900M of debt in 2026.

Previous wording

The following is a discussion of results for each of our operating segments, which consist of MDA North America; MDA Latin America; MDA Asia; and SDA Global. For additional information, see Note 13 to the Consolidated Condensed Financial Statements.

Current wording

The following is a discussion of results for each of our operating segments, which consist of MDA North America; MDA Latin America; and SDA Global. For additional information, see Note 13 to the Consolidated Condensed Financial Statements.

Previous wording

Cost of products sold for the three and nine months ended September 30, 2025 increased 5.4% and decreased 0.8% compared to the same periods in 2024. The increase for the three months ended was primarily driven by higher volume and increased tariff cost, partially offset by cost take out. The decrease for the nine months ended was primarily driven by cost take out and lower volume, partially offset by increased tariff cost.

Current wording

Cost of products sold for the three months ended March 31, 2026 decreased 0.8% compared to the same period in 2025. The decrease for the three months ended was primarily driven by reduced volume, partially offset by operational inefficiencies associated with inventory reduction efforts in the current period. The higher cost of tariffs was fully offset by the tariff recovery and mitigation actions.

Previous wording

Net sales increased 10.5% and 8.9% for the three and nine months ended September 30, 2025 compared to the same periods in 2024. The increase was primarily driven by favorable product price/mix. Excluding the impact from foreign currency, net sales increased 9.5% and 8.8% for the three and nine months ended September 30, 2025 compared to the same periods in 2024.

Current wording

Net sales increased 5.0% for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by favorable foreign currency and increased volume, partially offset by unfavorable price/mix. Excluding the impact from foreign currency, net sales decreased 3.8% for the three months ended March 31, 2026, compared to the same period in 2025.

Previous wording

The following table summarizes selling, general and administrative expenses as a percentage of net sales by region for the periods presented:

Current wording

The following table summarizes selling, general and administrative expenses as a percentage of net sales:

Previous wording

Consolidated selling, general and administrative expenses increased for the three months ended September 30, 2025, compared to the same period in 2024 primarily due to increased marketing spend. Consolidated selling, general and administrative expenses decreased for the nine months ended September 30, 2025, compared to the same period in 2024 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 months ended March 31, 2026, compared to the same period in 2025 primarily due to decreased marketing spend.

Previous wording

We incurred restructuring charges of $6 million and $17 million for the three and nine months ended September 30, 2025 compared to $8 million and $81 million for the same periods in 2024. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

Current wording

We incurred restructuring charges of $32 million for the three months ended March 31, 2026 compared to $10 million for the same period in 2025. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

Previous wording

For the full year 2025, we expect to incur approximately $50 million ofrestructuring charges, inclusive of the restructuring charges recorded for the nine months ended September 30, 2025. We expect a significant portion of these actions to result in cash settlement.

Current wording

For the full year 2026, we expect to incur approximately $50 million of restructuring charges, inclusive of the restructuring charges recorded for the three months ended March 31, 2026. We expect a significant portion of these actions to result in cash settlement.

Previous wording

Net interest and sundry (income) expense was $(5) million and $(41) million for the three and nine months ended September 30, 2025 compared to $(6) million and $(27) million in the same prior year periods.

Current wording

Net interest and sundry (income) expense was $(8) million for the three months ended March 31, 2026 compared to $(32) million in the same prior year period.

Previous wording

Income tax expense was $33 million and $105 million for the three and nine months ended September 30, 2025 compared to income tax expense (benefit) of $45 million and $(85) million in the same prior year periods. The tax benefits recognized in 2024 were 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 was $14 million for the three months ended March 31, 2026 compared to income tax expense of $43 million in the same prior year period. The decrease in tax expense for the three months ended March 31, 2026, is primarily due to earnings loss. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

Previous wording

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytagand InSinkErator trademarks continue to be at risk at September 30, 2025. None of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

Current wording

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytag, JennAirand InSinkErator trademarks continue to be at risk at March 31, 2026. None of our reporting units or other indefinite-lived intangible assets are presently at risk for future impairment.

Previous wording

Our objective is to finance our business through operating cash flow and the appropriate mix of long-term and short-term debt. By diversifying the maturity structure, we avoid concentrations of debt, reducing liquidity risk. We have varying needs for short-term working capital financing as a result of the nature of our business. We regularly review our capital structure and liquidity priorities, which include funding innovation and growth through capital expenditures and research and development expenditures as well as opportunistic mergers and acquisitions; debt repayment; and providing returns to shareholders through dividends and share repurchases.

Current wording

Our objective is to finance our business through operating cash flow and the appropriate mix of long-term and short-term debt. By diversifying the maturity structure, we avoid concentrations of debt, reducing liquidity risk. We have varying needs for short-term working capital financing as a result of the nature of our business. We regularly review our capital structure and liquidity priorities, which include funding innovation and growth through capital expenditures and research and development expenditures as well as debt repayment; opportun istic mergers and acquisitions; and providing returns to shareholders through dividends and share repurchases.

Previous wording

On February 20, 2024, Whirlpool’s wholly-owned subsidiary, Whirlpool Mauritius Limited, executed the sale of 30.4 million equity shares of Whirlpool India via an on-market trade. The transaction reduced Whirlpool’s ownership in Whirlpool India from 75% to 51%, and generated sales proceeds of approximately $462 million on settlement. The Company used transaction proceeds to reduce debt. We have announced our intent to reduce our ownership stake in Whirlpool India and continue to evaluate various transaction structures, including via market sale and negotiated transaction. In October 2025, we signed certain brand license, technology license, and transition services agreements with Whirlpool India. We expect to announce a share sale by the end of 2025, and we are targeting transaction completion by the first half of 2026. Transaction proceeds are expected to further reduce debt. Sale of Whirlpool India shares is subject to Company board approval, andwe have not recorded any impact relating to this announcement as of September 30, 2025.

Current wording

On February 20, 2024, Whirlpool’s wholly-owned subsidiary, Whirlpool Mauritius Limited ("Seller"), executed the sale of 30.4 million equity shares of Whirlpool India via a market transaction. The transaction reduced Whirlpool’s ownership in Whirlpool India from 75% to 51%, and generated sales proceeds of approximately $462 million on settlement. In October 2025, we signed certain brand license, technology license, and transition services agreements with Whirlpool India. On November 27, 2025, the Seller executed the sale of 14.3 million equity shares of Whirlpool India via a market transaction. The transaction reduced Seller's ownership of Whirlpool India from 51% to approximately 40%, and generated gross sales proceeds of approximately $166 million on settlement, which occurred on November 28, 2025. We are pleased with our retained position and will continue to evaluate all options to further reduce our debt throughout 2026 in line with our guidance and capital allocation priorities.

Previous wording

During the second quarter, our senior unsecured debt was downgraded to a non-investment grade rating from Moody’s Investors Service, Inc. (to Ba1, with negative outlook), S&P Global Ratings (to BB+, with stable outlook, since revised to negative), and Fitch Ratings, Inc. (to BB+, with negative outlook). As a result of these downgrades, our debt currently has a non-investment grade rating from these rating agencies, which has partially reduced access to and increased costs associated with accessing certain types of financing that are typically reserved for investment-grade companies (e.g. commercial paper). Please see Part II, Item 1A “Risk Factors” for a discussion of impacts related to potential further developments or downgrades to our credit ratings.

Current wording

Our debt currently has a non-investment grade rating from the rating agencies, which has partially reduced access to and has increased costs associated with assessing certain types of financing that are typically reserved for investment-grade companies (e.g., commercial paper). During the first quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB from BB+, with a negative outlook. Please see Part II, Item 1A "Risk Factors" for a discussion of impacts related to potential further developments or downgrades to our credit ratings.

Previous wording

Our short-term potential uses of liquidity include funding our business operations, ongoing capital spending, debt repayment, and returns to shareholders. As of September 30, 2025, we had $1.4 billion of debt maturing within the next twelve months (primarily composed of $1.1 billion of Amended Long-Term Facility debt and $300 million of maturing term loan debt), which we expect to pay through refinancing, free cash flow generation, cash on hand and potential transaction proceeds.

Current wording

Our short-term potential uses of liquidity include funding our ongoing capital and research and development spending, debt repayment, and returns to shareholders, including dividend payments on our Mandatory Convertible Preferred Stock. We have $888 million of debt maturing in the next twelve months, which we expect to repay through a combination of refinancing, potential asset sale proceeds, cash flow generation and cash on hand.

Previous wording

The Company had cash and cash equivalents of approximately $934 million at September 30, 2025. 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 primary intent is to reinvest these funds outside of the United States. 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 $626 million at March 31, 2026. 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 primary intent is to reinvest these funds outside of the United States. 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 September 30, 2025, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.4%) and India (1.8%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Mexico, which represented 1.1%. We continue to monitor general financial instability and uncertainty globally.

Current wording

At March 31, 2026, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil (2.3%). In addition, we had no third-party accounts receivable outside of the United States greater than 1% of our consolidated assets. We continue to monitor general financial instability and uncertainty globally.

Previous wording

At September 30, 2025, we had $1.1 billion outstanding under the Amended Long-Term Facility and $300 million outstanding under the Term Loan Agreement. In addition to the committed $3.5 billion Amended Long-Term Facility and the committed $1.5 billion Term Loan Agreement (of which $1.2 billion has been repaid as of September 30, 2025), we have committed credit facilities in Brazil and India. These Brazil and India committed credit facilities provide borrowings up to approximately $199 million at September 30, 2025

Current wording

At March 31, 2026, we had $290 million outstanding under the Amended Long-Term Facility. In addition to the committed $3.50 billion (as of May 2026 $2.25 billion) Amended Long-Term Facility, we have committed credit facilities in Brazil. These Brazil committed credit facilities provide borrowings up to approximately $192 million at March 31, 2026

Previous wording

As of September 30, 2025, we have $1.1 billion of notes payable outstanding. This includes the current portion of the outstanding amount under the Amended Long-Term Facility that is expected to be repaid in the next twelve months, and short-term borrowings payable to banks, which are generally used to fund working capital requirements. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Current wording

As of March 31, 2026, we have $312 million of notes payable outstanding. This includes the current portion of the outstanding amount under the Amended Long-Term Facility that is expected to be repaid in the next twelve months, and short-term borrowings payable to banks, which are generally used to fund working capital requirements. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Previous wording

Cash used in operating activities increased during the nine months ended September 30, 2025 compared to the same prior year period. The increase in cash used in operating activities was primarily driven by fluctuations in working capital.

Current wording

Cash used in operating activities increased during the three months ended March 31, 2026 compared to the same prior year period. The increase in cash used in operating activities was primarily driven by lower earnings.

Previous wording

Cash provided by financing activities during the nine months ended September 30, 2025 increased compared to the same period in 2024, primarily driven bythe drawdown of a portion of our Amended Long-Term Facility in the current period. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Current wording

Cash used in investing activities during the three months ended March 31, 2026 increased compared to the same prior year period, primarily driven by the purchase of previously leased properties. For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

Previous wording

The Company had total committed credit facilities of approximately $4.0 billion at September 30, 2025. These facilities are geographically reflective of the Company's global operations. The Company is confident that the committed credit facilities are sufficient to support its global operations. At September 30, 2025, we had $1.4 billion drawn on the committed facilities, which includes $1.1 billion outstanding under the Amended Long-Term Facility and $300 million outstanding under the Term Loan Agreement. We had no borrowings outstanding under the Amended Long-Term Facility, and $1.5 billion outstanding under the Term Loan Agreement at December 31, 2024, respectively.

Current wording

The Company had total committed credit facilitiesof approximately $3.7 billion at March 31, 2026. These facilities are geographically reflective of the Company's global operations. The Company is confident that the committed credit facilities are sufficient to support its global operations. We had $290 million outstanding under the Amended Long-Term Facility at March 31, 2026.

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 September 30, 2025, we had approximately $433 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 March 31, 2026, we had approximately $461 million outstanding under these agreements.

Previous wording

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated 2025 full-year GAAP tax of ~8.8%. We currently estimate earnings per diluted share for 2025 as follows:

Current wording

Earnings per diluted share presented below are net of tax. We currently estimate our anticipated 2026 full-year GAAP tax rate of ~25.0%. We currently estimate earnings per diluted share for 2026 as follows:

Previous wording

For the full-year 2025, we expect to generate cash from operating activities of approximately $600 million and capital expenditures of approximately $400 million.

Current wording

For the full-year 2026, we expect to generate cash from operating activities of approximately $700 million and capital expenditures of approximately $400 million.

Previous wording

The recent imposition of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, and country-specific reciprocal tariffs, are creating significant uncertainty and potential risks for our business. These actions have increased the cost of certain raw materials and components, impacting our cost of products sold, and have led to "pre-loading" of finished product inventories by foreign competitors. Pre-loading by competitors can delay expected positive impacts of tariffs on appliances and impact competitors’ go-to-market actions. These actions have also created significant uncertainty and potential risks for our business.

Current wording

The recent imposition of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, global tariffs under Section 122, and multiple ongoing investigations that could lead to additional tariffs, are creating significant uncertainty and potential risks for our business. Certain of these actions have increased the cost of certain raw materials and components, impacting our cost of products sold, and have led to "pre-loading" of finished product inventories by foreign competitors. Pre-loading by competitors can delay expected positive impacts of tariffs on appliances and impact competitors’ go-to-market actions. These actions have also created significant uncertainty and potential risks for our business.

Previous wording

During the second quarter, home appliance imports were added as derivative steel products under Section 232, effective June 23, 2025. This action, coupled with other tariff and trade policy actions taken by the U.S.

Current wording

Also, in April 2026, Section 232 tariffs were modified so that global home appliance imports are subject to a 25% tariff on the product's full import value, effective April 6th. Home appliance imports were previously subject to a 50% tariff on the product's steel content value. This action, coupled with other tariff and trade policy actions taken by the U.S. government, is expected to help close long-standing loopholes and help support a level playing field for domestic producers.

Previous wording

While we continue to actively explore and implement opportunities to mitigate certain increased costs, as further set forth in "Risk Factors," there can be no guarantee that we will be able to fully offset the impact of these tariffs. Furthermore, the imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries. The long-term effects of these tariffs and any future trade policy changes on the global economy and our industry remain uncertain and could have a material adverse effect on our financial statements in any particular reporting period.

Current wording

While we continue to actively explore and implement opportunities to mitigate certain increased costs, as further set forth in "Risk Factors," there can be no guarantee that we will be able to fully offset the impact of these tariffs. The U.S. government may increase enforcement activity around tariffs and customs compliance, including evolving guidance, increased audits and more aggressive investigations, which could impact our mitigation strategies and lead to increased costs and legal risks. The imposition of retaliatory tariffs from other countries on our exported products could negatively affect our sales and marketplace access in those countries. The long-term effects of these tariffs and any future trade policy changes on the global economy and our industry remain uncertain and could have a material adverse effect on our financial statements in any particular reporting period.

Previous wording

In addition to existing and potential additional tariff actions by the U.S. government and retaliatory actions by others, and certain additional factors beyond our control, including the conflict in Ukraine and related sanctions, the Israel-Palestinian conflict, the Red Sea conflict and its impact on shipping and logistics, and government actions in China, among other factors, we expect to continue to experience the following impacts: a global shortage of certain components, such as semiconductors, raw material and input cost inflation, and fluctuations in logistics availability, timing and costs. This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.

Current wording

In addition to existing and potential additional tariff actions by the U.S. government and retaliatory actions by others, and certain additional factors beyond our control, including the conflict in Iran, the conflict in Ukraine and related sanctions, the Israel-Palestinian conflict, the Red Sea conflict and its impact on shipping and logistics, and government actions in China, among other factors, we expect to continue to experience the following impacts: a global shortage of certain components, such as semiconductors, raw material and input cost inflation, and fluctuations in logistics availability, timing and costs. This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.