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 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.

Current wording

Whirlpool reported third-quarter net earnings (loss) available to Whirlpool common shareholders of $(249) million (net earnings (loss) margin of (6.8)%), or $(3.80) per share, compared to net earnings (loss) available to Whirlpool shareholders of $73 million (net earnings margin of 1.8%), or $1.29 per share in the same prior-year period. Cash provided by (used in) operating activities was $(826) million for the nine months ended September 30, 2026, compared to $(669) million in the same prior year period, with capital expenditures of $255 million and $239 million, respectively.

Previous wording

Net earnings margins were favorably impacted by the gain of$139 million during the second quarter of 2026 related to the sale of our remaining 25% ownership stake in Beko, partially offset by the unfavorable impacts of lower volume due to the industry demand decline in North America and negative price/mix in Latin America.

Current wording

Net earnings (loss) margins were unfavorably impacted by the non-cash impairment charge of $124 million related to the carrying value of our investment in Whirlpool India, the net charges of $54 million related to the bankruptcy reorganization of a significant trade customer in Latin America (Casas Bahia), lower volume due to the industry demand decline in North America, higher cost of tariffs and cost inflation, partially offset by favorable price/mix.

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 improving net debt.

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 structural cost actions to help offset inflation, 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 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.

Current wording

Consolidated net sales decreased 8.8% and 8.4% for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by the deconsolidation of Whirlpool of India and industry demand decline in North America. This was partially offset by favorable currency impacts in Latin America.

Previous 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.

Current wording

The consolidated gross margin percentage for the three and nine months ended September 30, 2026 was 12.9% and 12.7% compared to 14.7% and 15.8% in the same prior-year periods. The decrease was primarily driven by operational inefficiencies associated with lower volume, higher cost of tariffs, and cost inflation.

Previous wording

Net sales decreased 1.5% and 4.5% for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease for the three and six months ended was primarily driven by lower volume, as industry demand remained subdued. This was partially offset by favorable product price/mix in the three months ended June 30, 2026. Excluding the impact from foreign currency, net sales decreased 1.5% and 4.6% for the three and six months ended June 30, 2026, compared to the same periods in 2025.

Current wording

Net sales decreased 8.3% and 5.9% for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The decrease for the three and nine months ended was primarily driven by lower volume due to a soft industry demand, partially offset by favorable product price/mix in the three months ended September 30, 2026. Excluding the impact from foreign currency, net sales decreased 8.2% and 5.9% for the three and nine months ended September 30, 2026, compared to the same periods in 2025.

Previous wording

EBIT decreased for the three and six months ended June 30, 2026 compared to the same periods in 2025. The decrease for the three and six months ended was primarily due to operational inefficiencies associated with lower volume, tariff cost and inflation. This was partially offset by favorable product price/mix in the three months ended June 30, 2026. EBIT margin was 2.7% and 1.5% for the three and six months ended June 30, 2026, compared to 5.9% and 6.0% for the same periods in 2025.

Current wording

EBIT decreased for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The decrease for the three and nine months ended was primarily due to operational inefficiencies associated with lower volume, tariffs and cost inflation. This was partially offset by favorable product price/mix in the three months ended September 30, 2026. EBIT margin was 3.0% and 2.0% for the three and nine months ended September 30, 2026, compared to 4.9% and 5.6% for the same periods in 2025.

Previous 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.

Current wording

Net sales increased 6.9% and 6.6% for the three and nine months ended September 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 increased 2.5% and decreased 0.9% for the three and nine months ended September 30, 2026, compared to the same periods in 2025.

Previous 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.

Current wording

EBIT decreased for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The decrease was primarily driven by unfavorable price/mix, partially offset by favorable currency. EBIT margin was 2.0% and 3.6% for the three and nine months ended September 30, 2026, compared to 5.7% and 6.0% for the same periods in 2025.

Previous 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.

Current wording

Net sales decreased 0.7% and increased 3.7% for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The decrease for the three months ended September 30, 2026 was primarily driven by timing shift of orders into the fourth quarter. The increase for the nine months ended September 30, 2026 was primarily driven by increased volume and favorable foreign currency. Excluding the impact from foreign currency, net sales decreased 0.9% and increased 2.0% for the three and nine months ended September 30, 2026 compared to the same periods in 2025.

Previous 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.

Current wording

Consolidated selling, general and administrative expenses decreased for the nine months ended September 30, 2026, compared to the same period in 2025 primarily due to India deconsolidation and decreased marketing spend, offset by the credit losses related to the bankruptcy reorganization of Casas Bahia.

Previous 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.

Current wording

We incurred restructuring chargesof $35 million and $108 million for the three and nine months ended September 30, 2026 compared to $6 million and $17 million for the same periods in 2025.

Previous 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.

Current wording

For the full year 2026, we expect to incur approximately $170 million of restructuring charges, inclusive of the restructuring charges recorded for the nine months ended September 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$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.

Current wording

Net interest and sundry (income) expense was $15 million and $11 million for the three and nine months ended September 30, 2026 compared to $(5) million and $(41) million in the same prior year periods.

Previous 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.

Current wording

Income tax expense was $8 million and $25 million for the three and nine months ended September 30, 2026 compared to income tax expense of $33 million and $105 million in the same prior year periods. The decrease in tax expense for the nine months ended September 30, 2026, is primarily due to an earnings loss for the nine month period. For more information, see Note 12 to the Consolidated Condensed Financial Statements.

Previous 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.

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 service 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

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.

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 $14 million of debt maturing in the next twelve months.

Previous 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

Current wording

The Company had cash and cash equivalents of approximately $1.1 billion at September 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 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 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.

Current wording

At September 30, 2026, we had cash or cash equivalents greater than 1% of our consolidated assets in United States (3.7%). In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Brazil and Mexico, which represented 1.2% and 1.1%, respectively. We continue to monitor general financial instability and uncertainty globally.

Previous wording

As of June 30, 2026, we have $16 million of notes payable outstanding. This primarily includes an Argentina note. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Current wording

As of September 30, 2026, we have $14 million of notes payable outstanding. This primarily includes an Argentina note. For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Previous wording

We continue to review customer conditions globally. We had no material impacts from customer insolvencies during the three months ended June 30, 2026, nor do we have immediate visibility into material customer insolvency situations occurring in the future. We continue to monitor these situations, considering each geographic region, the unique credit risk specific to the country, marketplace and economic environment, and take appropriate risk mitigation steps.

Current wording

We continue to review customer conditions globally, considering each geographic region, the unique credit risk specific to the country, marketplace and economic environment, and take appropriate risk mitigation steps.

Previous 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.

Current wording

Cash used in operating activities increased during the nine months ended September 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 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.

Current wording

Cash used in investing activities during the nine months ended September 30, 2026 decreased compared to the same prior year period, primarily driven by the proceeds from the Beko Europe sale and 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 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.

Current wording

Cash provided by financing activities during the nine months ended September 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$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.

Current wording

The Company had total committed credit facilitiesof approximately$2.2 billion at September 30, 2026. These facilities are geographically reflective of the Company's business 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 business operations. We had $0 million outstanding under the ABL Credit Facility at September 30, 2026.

Previous 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.

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 Senior Notes were repaid by July 1, 2026.

Previous 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.

Current wording

During the second quarter of 2026, 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 third quarter 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 June 30, 2026, we had approximately $745 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, 2026, we had approximately $578 million outstanding under these agreements.

Previous 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:

Current wording

Earnings per diluted share presented below are net of tax. We currently estimate our 2026 full-year GAAP tax rate of ~8.0%. We currently estimate earnings per diluted share for 2026 as follows:

Previous 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.

Current wording

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

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 Section 301, 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

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act ("IEEPA"). Subsequent lower court rulings allow for recovery of IEEPA tariff amounts previously paid, although the timing and administration of any potential IEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court's ruling, an executive order was issued imposing a new global tariff under Section 122.

Current wording

IEEPA tariff amounts previously paid, although the timing and administration of any potential IEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court's ruling, an executive order was issued imposing a new global tariff under Section 122, which went into effect in February 2026 and expired in July 2026. Additional Section 301 tariffs were imposed and effective in July 2026. Both the Section 122 tariffs and the Section 301 tariffs are subject to legal challenges.

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. 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.

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, including most recently from Canada, 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.