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 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.

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 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.

Previous 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.

Current wording

Whirlpool delivered second-quarter net earnings (loss) available to Whirlpool common shareholders of $75 million (net earnings margin of 2.1%), or $1.15 per share, compared to net earnings (loss) available to Whirlpool shareholders of $65 million (net earnings margin of 1.7%), or $1.17 per share in the same prior-year period. Whirlpool delivered cash provided by (used in) operating activities of $(947) million for the six months ended June 30, 2026, compared to $(702) million in the same prior year period and had capital expenditures of $162 million and $154 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 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.

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 improving net debt.

Previous wording

Consolidated net sales decreased 9.6% for the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily driven by the deconsolidation of Whirlpool of India, significant industry demand decline in North America and unfavorable price/mix. This was partially offset by favorable currency impacts in Latin America.

Current wording

Consolidated net sales decreased 6.8% and 8.2% for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by the deconsolidation of Whirlpool of India, industry demand decline in North America and unfavorable price/mix in Latin America. This was partially offset by favorable currency impacts in Latin America.

Previous wording

The consolidated gross margin percentage for the three months ended March 31, 2026 was 12.7% compared to 16.8% in the same prior-year period. The decrease was primarily driven by industry demand decline, higher incurred costs associated with inventory reduction efforts in the current period and unfavorable price/mix. The higher cost of tariffs was fully offset by tariff recovery and mitigation actions.

Current wording

The consolidated gross margin percentage for the three and six months ended June 30, 2026 was 12.6% and 12.6% compared to 16.2% and 16.5% in the same prior-year periods. The decrease was primarily driven by industry demand decline, operational inefficiencies associated with lower volume, tariff cost, inflation and unfavorable price/mix.

Previous 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.

Current wording

Net sales increased 7.8% and 6.4% for the three and six months ended June 30, 2026, compared to the same periods 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 1.7% and 2.7% for the three and six months ended June 30, 2026, compared to the same periods in 2025.

Previous wording

EBIT decreased for the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily driven by unfavorable price/mix, partially offset by favorable tax matter resolution-related gains, favorable currency and cost productivity. EBIT margin was 6.0% for the three months ended March 31, 2026, compared to 6.6% for the same period in 2025.

Current wording

EBIT decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by unfavorable price/mix, partially offset by favorable tax matter-related gains and favorable currency. EBIT margin was 3.0% and 4.4% for the three and six months ended June 30, 2026, compared to 6.0% and 6.3% for the same periods in 2025.

Previous wording

Net sales increased 13.4% for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by increased volume and favorable foreign currency. Excluding the impact from foreign currency, net sales increased 9.5% for the three months ended March 31, 2026 compared to the same period in 2025.

Current wording

Net sales increased 0.5% and 6.8% for the three and six months ended June 30, 2026 compared to the same periods in 2025. The increase was primarily driven by increased volume and favorable foreign currency. Excluding the impact from foreign currency, net sales decreased 1.2% and increased 4.1% for the three and six months ended June 30, 2026 compared to the same periods in 2025.

Previous wording

Cost of products sold for the three months ended March 31, 2026 increased 10.2% compared to the same period in 2025. The increase was primarily driven by increased volume and the net unfavorable impact of tariffs, partially offset by the favorable impact of cost productivity.

Current wording

Cost of products sold for the three and six months ended June 30, 2026 increased 3.3% and 6.6% compared to the same periods in 2025. The increase was primarily driven by increased volume and the unfavorable impact of tariffs.

Previous wording

EBIT increased for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by increased volume, cost productivity and favorable foreign currency, partially offset by the net unfavorable impact of tariffs. EBIT margin was 21.0% for the three months ended March 31, 2026 compared to 18.5% for the same period in 2025.

Current wording

EBIT decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by planned marketing investments and the unfavorable impact of tariffs, partially offset by increased volume, cost productivity and favorable foreign currency. EBIT margin was 11.9% and 16.7% for the three and six months ended June 30, 2026 compared to 17.3% and 17.9% for the same periods in 2025.

Previous 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.

Current wording

Consolidated selling, general and administrative expenses decreased for the six months ended June 30, 2026, compared to the same period in 2025 primarily due to India deconsolidation and decreased marketing spend.

Previous 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.

Current wording

We incurred restructuring chargesof $41 million and $73 million for the three and six months ended June 30, 2026 compared to $2 million and $11 million for the same periods in 2025. For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

Previous 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.

Current wording

For the full year 2026, we expect to incur approximately $175 million of restructuring charges, inclusive of the restructuring charges recorded for the six months ended June 30, 2026. We expect a significant portion of these actions to result in non-cash settlement.

Previous 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.

Current wording

Net interest and sundry (income) expense was$5 million and $(3) million for the three and six months ended June 30, 2026 compared to $(4) million and $(36) million in the same prior year periods.

Previous 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.

Current wording

Income tax expense was $3 million and $17 million for the three and six months ended June 30, 2026 compared to income tax expense of $29 million and $72 million in the same prior year periods. The decrease in tax expense for the six months ended June 30, 2026, is primarily due to reduced earnings before income taxes and tax benefits related to transactions and restructuring. 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 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.

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, JennAir, Amanaand InSinkErator trademarks continue to be at risk at June 30, 2026. None of our reporting units are presently at risk for future impairment.

Previous wording

On February 27, 2026, we issued depository shares for our Mandatory Convertible Preferred Stock and shares of common stock. For the Mandatory Convertible Preferred Stock we received cash proceeds of approximately $557 million, net of underwriting fees and other issuance costs. For the common stock we received cash proceeds of approximately $524 million, net of underwriting fees and other issuance costs. We used approximately $900 million of the net proceeds from this offering, to repay a portion of the amounts outstanding under the Credit Facility.

Current wording

On February 27, 2026, we issued depository shares for our Mandatory Convertible Preferred Stock and shares of common stock. For the Mandatory Convertible Preferred Stock, we received cash proceeds of approximately $557 million, net of underwriting fees and other issuance costs. For the common stock we received cash proceeds of approximately $524 million, net of underwriting fees and other issuance costs. We used approximately $900 million of the net proceeds from this offering, to repay a portion of the amounts outstanding under our prior revolving Credit Facility.

Previous 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.

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 accessing 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. During the second quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB- from BB and Moody's to Ba3 from Ba2. 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 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.

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 $228 million of debt maturing in the next twelve months, $212 million is satisfied and discharged as of July 1, 2026.

Previous 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.

Current wording

The Company had cash and cash equivalents of approximately $1.2 billion at June 30, 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

Previous 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.

Current wording

At June 30, 2026, we had cash or cash equivalents greater than 1% of our consolidated assets in United States (2.8%), Brazil (2.2%), and Mexico (1.0%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Mexico, which represented 1.2%. We continue to monitor general financial instability and uncertainty globally.

Previous 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

Current wording

At June 30, 2026, we had $0 million outstanding under the ABL Credit Facility. In addition to the committed $2.00 billion ABL Credit Facility, we have committed credit facilities in Brazil. These Brazil committed credit facilities provide borrowings up to approximately $193 million at June 30, 2026

Previous wording

In May 2026, the Company entered into an amendment to its Long-Term Credit Agreement which reduces the aggregate commitment from $3.50 billion to $2.25 billion. In addition the amendment excludes the fiscal quarter ended March 31, 2026, from the interest coverage ratio requirement, and requires the full refinancing of the facility prior to July 1, 2026. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Current wording

In May 2026, the Company entered into an amendment to its Long-Term Credit Agreement which reduces the aggregate commitment from $3.50 billion to $2.25 billion. As of June 16, 2026 Long-Term Credit Agreement was terminated and replaced with the Asset-based Credit Facility.

Previous 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.

Current wording

Cash used in operating activities increased during the six months ended June 30, 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 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.

Current wording

Cash used in investing activities during the six months ended June 30, 2026 decreased compared to the same prior year period, primarily driven by the proceeds from the Beko Europe sale, partially offset by the purchase and sale of previously leased assets. For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

Previous wording

Cash provided by financing activities during the three months ended March 31, 2026 increased compared to the same period in 2025, primarily driven by the issuance of common stock and mandatory convertible preferred stock in February of 2026, which resulted in cash proceeds of $524 million and $557 million, net of issuance costs. For additional information, see Note 10 to the Consolidated Condensed Financial Statements.

Current wording

Cash provided by financing activities during the six months ended June 30, 2026 increased compared to the same period in 2025, primarily driven by the issuance of common stock and mandatory convertible preferred stock in February of 2026, which resulted in cash proceeds of $524 million and $557 million, net of issuance costs. For additional information, see Note 10 to the Consolidated Condensed Financial Statements.

Previous 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.

Current wording

The Company had total committed credit facilitiesof approximately$2.2 billion at June 30, 2026. These facilities are geographically reflective of the Company's global operations. The Company has entered into a new ABL Credit Facility on June 16, 2026 and is confident that the committed credit facilities are sufficient to support its global operations. We had $0 million outstanding under the ABL Credit Facility at June 30, 2026.

Previous wording

Revolving credit facility and other committed credit facilities

Current wording

We used the net proceeds from the issuance of the Secured Notes to pay the consideration for all 1.250% Senior Notes due 2026 and 1.100% Senior Notes due 2027 issued by the Company’s wholly owned subsidiary and, together with borrowings under our ABL Credit Facility, to repay the amount outstanding under our previously existing unsecured revolving credit facility. The entirety of the unsecured revolving credit facility and majority of the Senior Notes were repaid as of June 30, 2026, with the remaining $212 million of Senior Notes being satisfied and discharged on July 1, 2026.

Previous wording

As a result of the depositary shares and and common stock offering transactions, we received cash proceeds of approximately $1.08 billion, net of underwriting fees and other issuance costs.

Current wording

As a result of the depositary shares and common stock offering transactions, we received cash proceeds of approximately $1.08 billion, net of underwriting fees and other issuance costs.

Previous wording

On February 24, 2026, we entered into a Private Placement Common Stock Purchase Agreement with Guangdong Whirlpool Electrical Appliances Co., Ltd. for the sale of an aggregate of 434,782 shares of our common stock at a price per share of $69, for an aggregate purchase price of approximately $30 million. Guangdong Whirlpool Electrical Appliances Co., Ltd. is a wholly-owned subsidiary of Whirlpool (China) Co., Ltd. ("Whirlpool China"), an entity of which we indirectly hold a minority equity interest and which is listed on the Shanghai Stock Exchange. The effectiveness of the Purchase Agreement is subject to certain closing conditions, including regulatory approvals and purchaser shareholder approval (which has been received). The transaction is currently expected to close in the third quarter of this year.

Current wording

On February 24, 2026, we entered into a Private Placement Common Stock Purchase Agreement with Guangdong Whirlpool Electrical Appliances Co., Ltd, a wholly-owned subsidiary of Whirlpool (China) Co. Ltd. (“Whirlpool China”), for the sale of 434,782 shares of our common stock at a price per share of $69, for an aggregate purchase price of approximately $30 million (the “Private Placement”). Although shareholder approval of the purchaser was successfully obtained, the transaction did not achieve necessary regulatory approvals, and as a result, the Private Placement has been terminated.

Previous wording

Subsequent to quarter end, the Board of Directors made the decision to suspend our regular quarterly cash dividend on our common stock, which had previously been paid at a rate of 0.90 per share. The Board determined that suspending the dividend is prudent to strengthen our balance sheet in light of current macroeconomic uncertainties. The Board determined to pay the Mandatory Convertible Preferred Stock dividend in cash.

Current wording

During the second quarter, the Board of Directors made the decision to suspend our regular quarterly cash dividend on our common stock, which had previously been paid at a rate of $0.90 per share. The Board determined that suspending the dividend is prudent to strengthen our balance sheet in light of current macroeconomic uncertainties. The Board determined to pay the Mandatory Convertible Preferred Stock dividend in cash.

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 March 31, 2026, we had approximately $461 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 June 30, 2026, we had approximately $745 million outstanding under these agreements.

Previous 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:

Current wording

Earnings per diluted share presented below are net of tax. We currently estimate our 2026 full-year GAAP tax rate of ~20.0%. We currently estimate earnings per diluted share for 2026 as follows: