What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-13 compared with 2024-02-14 · 189 added, 185 removed, 376 unchanged (50% of the section changed)

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Certain references to particular information in the Notes to the Consolidated Financial Statements are made to assist readers.

Whirlpool's full-year net sales declined 1%, as North America share gains, increased volumes and the addition of InSinkErator business, were more than offset by an increased promotional environment, which returned to pre-pandemic levels in the second half of 2023.

Whirlpool saw GAAP net earnings available to Whirlpool of $481 million (net earnings margin of 2.5%), or $8.72 per share, compared to GAAP net loss available to Whirlpool of $(1,519) (net loss margin of (7.7)%), or $(27.18) per share in the same prior-year period, primarily due to noncash loss related to the planned contribution of our European major domestic appliance business recorded in 2022.

Whirlpool's full-year net sales declined by approximately 15%, due to the deconsolidation of the European major domestic appliance business, which occurred on April 1, 2024.

Whirlpool saw GAAP net earnings (loss) available to Whirlpool of $(323) million (net earnings (loss) margin of (1.9)%), or $(5.87) per share, compared to GAAP net earnings available to Whirlpool of $481 (net earnings margin of 2.5%), or $8.72 per share in the same prior-year period, primarily due to non-cash charges related to the European transaction and Maytag trade name impairment.

Whirlpool delivered ongoing (non-GAAP) earnings per share of $12.21 and full-year ongoing EBIT margin of 5.3%, compared to $16.16 and 6.1% in the same prior-year period.

On a GAAP basis, net earnings margins were impacted by strong cost take out actions and improved supply chain performance, more than offset by negative price/mix, currency and continued marketing and technology investments, and the conclusion of the strategic review of EMEA in 2022.

On an ongoing basis, Whirlpool's results were impacted primarily by the same drivers of strong cost take out actions and improved supply chain performance, more than offset by negative price/mix, currency and continued marketing and technology investments.

Cash provided by operating activities of $915 million, compared to $1.4 billion in 2022, alongside free cash flow (non-GAAP) of $366 million in 2023, compared to $820 million in 2022, was primarily driven by lower earnings and reduced working capital conversion.

On a GAAP basis, net earnings margins benefited from strong cost take out actions of approximately $300 million, including organization simplification actions following the European transaction and manufacturing and supply chain efficiencies, more than offset by negative product mix, Maytag trade name impairment, non-cash charges related to the European transaction, currency, and continued marketing and technology investments.

On an ongoing basis, Whirlpool's results were impacted primarily by the same drivers of strong cost take out actions, more than offset by negative price/mix, currency and increased marketing and technology investments.

Cash provided by operating activities of $835 million, compared to $915 million in 2023, alongside free cash flow (non-GAAP) of $385 million in 2024, compared to $366 million in 2023, primarily driven by lower capital expenditures and improved working capital efficiency, partially offset by lower earnings.

Please see "Non-GAAP Financial Measures" elsewhere in this Management's Discussion and Analysis for a reconciliation of these non-GAAP financial measures to their equivalent GAAP measures.

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Selling, general and administrative 1,684 15.5 1,993 (9.5) 1,820

Restructuring costs 16 23.8 21 44.7 38

Restructuring costs 79 nm 16 23.8 21

Impairment of goodwill and other intangibles 381 nm — nm 384

(Gain) loss on sale and disposal of businesses 264 nm 106 nm 1,869

Interest and sundry (income) expense 71 nm (19) (88.1) (159)

Interest and sundry (income) expense (27) nm 71 nm (19)

Interest expense 358 (2.0) 351 (84.7) 190

Income tax expense 10 87.0 77 70.9 265

Net earnings available to Whirlpool 481 nm (1,519) nm 1,783

Net earnings (loss) available to Whirlpool (323) nm 481 nm (1,519)

Diluted net earnings available to Whirlpool per share $ (5.87) nm $ 8.72 nm $ (27.18)

not meaningful

Consolidated net sales for 2023 decreased by 1.4% compared to 2022, primarily driven by the unfavorable impact of product price/mix, partially offset by increased volume and the acquisition of the InSinkErator business.

Consolidated net sales for 2024 decreased by 14.6% compared to 2023, primarily driven by the deconsolidation of our European major domestic appliance business, which occurred on April 1, 2024.

Excluding the impact of foreign currency, net sales for 2024 decreased 13.7% compared to 2023.

Consolidated net sales for 2022 decreased 10.3% compared to 2021, primarily driven by lower volumes, divestiture of our Russia business and the impact of foreign currency, partially offset by the favorable impact of product/price mix.

Consolidated net sales for 2023 decreased 1.4% compared to 2022, primarily driven by the unfavorable impact of product/price mix, partially offset by increased volume and the acquisition of the InSinkErator business.

Excluding the impact of foreign currency, net sales for 2023 decreased 1.7% compared to 2022.

The chart below summarizes the balance of net sales by operating segment for 2024, 2023 and 2022, respectively.

The consolidated gross margin percentage for 2024 decreased to 15.5% compared to 16.3% in 2023, primarily driven by unfavorable product/price mix, partially offset by decreased material costs and increased volume.

The consolidated gross margin percentage for 2023 increased to 16.3% compared to 15.6% in 2022, primarily driven by decreased raw material costs and cost productivity, partially offset by unfavorable product/price mix.

The consolidated gross margin percentage for 2022 decreased to 15.6% compared to 20.1% in 2021, primarily driven by lower volume, cost inflation and inventory reduction actions, partially offset by favorable product/price mix.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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Results of Operating Segments

In 2023, 2022 and 2021, respectively, our operating segments were based on geographical region and were defined as North America, EMEA, Latin America and Asia.

In 2023 and 2022, our operating segments were based on geographical region and were defined as North America, EMEA, Latin America and Asia.

These regions also represented our reportable segments.

Beginning January 1, 2024, we are conducting our business through five operating segments, which consist of Major Domestic Appliances (“MDA”) North America;

MDA Europe, MDA Latin America;

Beginning January 1, 2024, we began conducting our business through five operating segments, which consist of Major Domestic Appliances (“MDA”) North America;

MDA Europe (deconsolidated as of April 1, 2024), MDA Latin America;

and Small Domestic Appliances (“SDA”) Global.

The chief operating decision maker, who is the Company's Chairman and Chief Executive Officer, evaluates performance based on each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any.

The chief operating decision maker (CODM), who is the Company's Chairman and Chief Executive Officer, evaluates operational performance based on each segment's earnings (loss) before interest and taxes (EBIT).

We define EBIT 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.

Cost of products sold is the significant expense regularly reviewed by the CODM.

It consists of variable costs associated with products sold, including but not limited to raw materials, direct labor, and variable freight and warehousing.

Other segment expenses/ (income) primarily include selling, general and administrative items.

See Note 15 to the Consolidated Financial Statements for additional information.

On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) related to our European major domestic appliance business which is reported within our EMEA reportable segment.

The European disposal group met the criteria for held for sale accounting during the fourth quarter of 2022.

The operations of the disposal group did not meet the criteria to be presented as discontinued operations.

The transaction is expected to close by April 2024 and the results of European major domestic appliance business will be included in our financials until closing of the transaction.

For additional information, see Note 15 to the Consolidated Financial Statements.

Whirlpool will retain ownership of its EMEA KitchenAid Small Domestic Appliance business, which will be included in the SDA Global operating segment from January 1, 2024, onwards.

The following is a discussion of results for each of our operating segments.

Each of our operating segments has been impacted by disruptions in supply chains and distribution channels, which largely stabilized in the first quarter of 2023, among other macroeconomic impacts which continued throughout 2023.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

NORTH AMERICA

MDA NORTH AMERICA

Net Sales Summary

Net sales for 2023 decreased 0.4% compared to 2022 primarily driven by the unfavorable impact of product price/mix, partially offset by increased volume and the acquisition of the InSinkErator business.

Excluding the impact of foreign currency, net sales decreased 0.1% in 2023.

Ne t sales for 2022 decreased 8.1% compared to 2021 primarily driven by lower volume, partially offset by the favorable impact of product/price mix .

Net sales for 2024 decreased 4.9% compared to 2023 primarily driven by the unfavorable impact of product price/mix.

Excluding the impact of foreign currency, net sales decreased 4.8% in 2024.

Ne t sales for 2023 remained flat compared to 2022 primarily driven by the unfavorable impact product price/mix, offset by increased volume and the acquisition of the InSinkErator business .

Cost of Products Sold

Cost of products sold for 2024 decreased 1.6% compared to 2023 primarily driven by lower volumes , offset by cost productivity Cost of products sold for 2023 increased 0.5% compared to 2022 primarily driven by higher volumes, partially offset by reduced raw material costs.

EBIT margin for 2024 was 6.5% compared to 9.4% for 2023 .

EBIT decreased primarily due to the unfavorable impact of product price/mix, partially offset by decreased raw material inflation and favorable impact of cost productivity.

EBIT decreased primarily due to the unfavorable impact of product price/mix, partially offset by favorable cost productivity.

EBIT margin for 2023 was 9.4% compared to 10.9% for 2022.

EBIT decreased primarily due to cost inflation and lower volume, partially offset by the favorable impact of product/price mix .

EBIT margin decreased primarily due to the unfavorable impact of product price/mix, partially offset by reduced raw material inflation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

MDA LATIN AMERICA

Net Sales Summary

Net sales for 2023 decreased 10.5% compared to 2022 primarily driven by lower volume, partially offset by the favorable impact of product price/mix.

Excluding the impact of foreign currency, net sales decreased 12.2% in 2023.

Net sales for 2022 decreased 20.9% compared to 2021 primarily due to lower volume, unfavorable impact of foreign currency and divestiture of our Russia business, partially offset by product/price mix .

Excluding the impact of foreign currency, net sales decreased 11.8% in 2022.

Net sales for 2024 increased 4.3% compared to 2023 primarily driven by increased volume, partially offset by the unfavorable impact of foreign currency.

Excluding the impact of foreign currency, net sales increased 9.7% in 2024.

Net sales for 2023 increased 9.0% compared to 2022 primarily driven by increased volume and the impact of foreign currency.

Cost of Products Sold

Cost of products sold for 2024 increased 4.0% compared to 2023 primarily driven by increased volume, partially offset by cost productivity.

Cost of products sold for 2023 increased 8.3% compared to 2022 primarily driven by increased volume and decreased cost productivity, partially offset by reduced raw material costs.

EBIT margin for 2024 was 7.0% compared to 5.6% for 2023.

EBIT margin increased primarily due to the favorable impacts of held-for-sale treatment and reduced raw material inflation, partially offset by lower volume.

EBIT margin increased primarily due to increased volume and the favorable impact of cost productivity partially offset by the unfavorable impact of product price/mix.

EBIT margin for 2023 was 5.6% compared to 6.0% for 2022.

In 2022, EBIT decreased primarily due to cost inflation and lower volume, partially offset by the favorable impacts of product price/mix.

EBIT margin decreased primarily due to cost inflation, partially offset by increased volume.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

LATIN AMERICA

Net Sales Summary

Net sales for 2023 increased 9.0% compared to 2022 primarily driven by higher volume and the impact of foreign currency.

Net sales for 2024 increased 9.0% compared to 2023 primarily due to increased volume.

Excluding the impact of foreign currency, net sales increased 10.2% in 2024.

Net sales for 2022 decreased 1.3% compared to 2021 primarily driven by lower volume, partially offset by the favorable impact of product price/mix and the impact of foreign currency.

Excluding the impact of foreign currency, net sales decreased 3.5% in 2022.

Net sales for 2023 decreased 6.0% compared to 2022 primarily due to the unfavorable impacts of product price/mix and foreign currency, partially offset by increased volume.

Cost of Products Sold

Cost of products sold for 2024 increased 8.2% compared to 2023 primarily driven by increased volume, partially offset by cost productivity.

Cost of products sold for 2023 decreased 5.1% compared to 2022 primarily driven by reduced material costs.

EBIT margin for 2024 was 3.9% compared to 2.3% for 2023.

EBIT margin decreased primarily due to cost inflation, partially offset by higher volume.

EBIT margin increased primarily due to the favorable impact of cost productivity and increased volume, partially offset by unfavorable impacts of product price/mix.

EBIT margin for 2023 was 2.3% compared to 3.6% for 2022.

EBIT margin decreased primarily due to cost inflation and lower volume, partially offset by the favorable impacts of product price/mix.

EBIT margin decreased primarily due to the unfavorable impact of product price/mix, partially offset by the favorable impact of raw material inflation.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Net Sales Summary

Net sales for 2023 decreased 7.5% compared to 2022 primarily due to the unfavorable impacts of product price/mix and foreign currency, partially offset by higher volume.

Excluding the impact of foreign currency, net sales decreased 3.3% in 2023.

Net sales for 2022 decreased 11.2% compared to 2021 primarily due to the divestiture of Whirlpool China and unfavorable impact of foreign currency.

Excluding the impact of foreign currency, net sales decreased 6.8% in 2022.

Net sales for 2024 increased 4.4% compared to 2023 primarily due to increased volume, partially offset by the unfavorable impact of product price/mix.

Excluding the impact of foreign currency, net sales increased 4.7% in 2024.

Net sales for 2023 decreased 9.6% compared to 2022 primarily due to decreased volume and the unfavorable impact of product price/mix.

Cost of Products Sold

Cost of products sold for 2024 increased 3.0% compared to 2023 primarily driven by increased volume, partially offset by cost productivity.

Cost of products sold for 2023 decreased 7.5% compared to 2022 primarily driven by decreased volume.

EBIT margin for 2024 was 14.3% compared to 14.3% for 2023.

EBIT margin decreased primarily due to the unfavorable impact of product price/mix, partially offset by the favorable impact of raw material inflation and cost productivity.

Increased volume was fully offset by the unfavorable impact of product price/mix and increased marketing spend.

EBIT margin for 2023 was 14.3% compared to 18.0% for 2022.

EBIT decreased primarily due to lower volume and cost inflation, partially offset by the favorable impact of product price/mix.

EBIT decreased primarily due to decreased volume and the unfavorable impact of product price/mix.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Net Sales, Cost of Products Sold, and EBIT

MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe and deconsolidated as of April 1, 2024.

Therefore, the Company had no net sales, Cost of Products Sold, or EBIT for MDA Europe during the second, third or fourth 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Selling, General and Administrative

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

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

Millions of dollars 2024 As a %

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of Net Sales 2022 As a %

North America $ 936 8.2 % $ 837 7.3 % $ 860 6.9 %

EMEA 381 10.6 366 9.1 502 9.9

Latin America 323 9.5 272 8.7 261 8.3

Asia 114 11.2 124 11.3 151 12.2

Corporate/other 239 — 221 — 307 —

Consolidated $ 1,684 10.1 % $ 1,993 10.2 % $ 1,820 9.2 %

Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2023 increased compared to 2022 .

The increase is primarily driven by impacts of portfolio transformation, increased employee compensation and marketing investments, in addition to a gain from a sale-leaseback transaction in the first quarter of 2022.

Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2024 decreased compared to 2023 .

The decrease was primarily driven by a reduction in employee compensation related costs, reductions in marketing spend, a gain from the 2022 sale-leaseback transaction, divestiture of businesses and benefits of prior restructuring actions.

The decrease is primarily due to the disposal of our European major domestic appliance business on April 1, 2024.

Consolidated selling, general and administrative expenses as a percent of consolidated net sales in 2023 increased compared to 2022.

The increase was primarily driven by transaction costs, increased employee compensation and marketing investments, in addition to a gain from a sale-leaseback transaction in the first quarter of 2022.

Restructuring

We incurred restructuring charges of $79 million, $16 million and $21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

For additional information, see Note 13 to the Consolidated Financial Statements.

Impairment of Goodwill and Other Intangibles

No material impairment charges of goodwill or other intangibles were recorded for the years ended December 31, 2023 or 2021, respectively.

In the second quarter of 2022, we recorded an impairment loss of $384 million related to goodwill ($278 million) and other intangibles ($106 million) related to the EMEA reporting unit, and Indesit and Hotpoint* trademarks, respectively.

As a result of our 2024 annual impairment assessment, we recorded an impairment charge of $381 million related to the Maytag trademark in the fourth quarter of 2024.

The results of the 2024 quantitative assessment determined that the carrying value of our Maytag trademark exceeded its fair value by $381 million.

The brand has been unfavorably impacted as Whirlpool has refocused its brand strategy to the laundry category.

As a result of our interim impairment assessment in the second quarter of 2022, we recorded an impairment charge of $384 million related to goodwill ($278 million) and other intangibles ($106 million) related to the EMEA reporting unit, and Indesit and Hotpoint* trademarks, respectively.

The primary indicators of impairment were the adverse impacts from the continuation of the Russia and Ukraine conflict resulting in economic uncertainty in the EMEA region, the divestiture of our Russia operations and other macroeconomic factors.

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(Gain) Loss on Sale and Disposal of Businesses

We recorded a loss of $106 million related to the planned divestiture of our European major domestic appliance business for the twelve months ended December 31, 2023, inclusive of a gain of $180 million in the fourth quarter of 2023.

These adjustments are primarily due to fair value fluctuations driven by seasonality of net working capital, partially offset by transaction costs.

(Gain) loss on sale and disposal of businesses was $264 million for the twelve months ended December 31, 2024 compared to $106 million for the twelve months ended December 31, 2023.

We recorded a loss of $298 million and $106 million related to the divestiture of our European major domestic appliance business for the twelve months ended December 31, 2024 and December 31, 2023, respectively.

These adjustments were primarily due to fair value fluctuations driven by seasonality of net working capital, partially offset by transaction costs.

In the fourth quarter of 2022, we incurred a loss of $1.5 billion, resulting in an aggregate loss on disposal of $1.9 billion for the transaction.

This adjustment is recorded in the loss on sale and disposal of businesses and reflects transaction costs and ongoing reassessment of the fair value less costs to sell of the disposal group which will continue to be evaluated each reporting period until completion of the transaction.

*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

*Whirlpool prior ownership of the Hotpoint brand in the EMEA and Asia Pacific regions was not affiliated with the Hotpoint brand sold in the Americas.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

We recorded a gain of $34 million during the third quarter of 2024 related to the sale of the our Brastemp-branded water filtration subscription business related to our portfolio transformation.

On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with Arcelik to sell our Russian business to Arcelik for contingent consideration.

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We incurred a loss of $348 million for the twelve months ended December 31, 2022 related to the sale of the Russia business.

On May 6, 2021, the partial tender offer for Whirlpool China was completed and, subsequent to the deconsolidation of the entity, we recorded a gain of $284 million in the third quarter of 2021.

On June 30 2021, we completed the sale of our Turkish subsidiary and incurred a loss of $164 million in the second quarter of 2021.

During the third quarter of 2021, an additional loss of $13 million related to the final purchase price adjustments was recorded, increasing the total loss to $177 million.

See Note 16 to the Consolidated Financial Statements for additional information.

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Interest and sundry (income) expenses were $(27) million, $71 million and $(19) million for the years ended December 31, 2024, 2023 and 2022, respectively.

Net interest and sundry income decreased $90 million in 2023 compared to 2022, primarily due to reserves related to legacy EMEA legal matters.

Net interest and sundry income decreased $140 million in 2022 compared to 2021, primarily due to a substantial liquidation of an offshore subsidiary, resulting in a total charge of $84 million for a release of other comprehensive income on hedging and cumulative translation adjustments.

The remaining decrease is primarily due to a gain of $42 million on previously held equity interest of 49% in Elica PB India recorded in 2021.

Net interest and sundry (income) expense increased $98 million in 2024 compared to 2023, primarily due to reserves for legacy EMEA legal matters recorded in 2023.

Net interest and sundry (income) expense decreased $90 million in 2023 compared to 2022, primarily due to reserves related to legacy EMEA legal matters.

Interest Expense

Interest expense was $358 million, $351 million and $190 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Interest expense increased in 2023 compared to 2022 primarily due to increase in long-term debt driven by the InSinkErator acquisition and higher average interest rates.

Interest expense increased in 2022 compared to 2021 primarily due to increase in long-term debt driven by the InSinkErator acquisition.

Interest expense was flat in 2024 compared to 2023.

Interest expense increased in 2023 compared to 2022 primarily due to an increase in long-term debt driven by the InSinkErator acquisition and higher average interest rates.

For additional information, see Note 6 to the Consolidated Financial Statements.

Income tax expense was $10 million, $77 million and $265 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The change in tax expense in 2023 compared to 2022 includes legal entity restructuring tax benefits, related to simplifying its legal entity structure to reduce administrative costs associated with the prior structure.

The decrease in tax expense in 2024 compared to 2023 includes lower earnings and legal entity restructuring tax benefits related to simplifying our legal entity structure in 2024 to reduce administrative costs associated with the prior structure.

The completion of the restructuring in 2024 created a tax deductible loss which was recognized in 2024 and resulted in a $721 million net tax benefit partially offset by increases in valuation allowances and the divestiture tax impact.

The change in tax expense in 2023 compared to 2022 includes legal entity restructuring tax benefits, related to simplifying our legal entity structure to reduce administrative costs associated with the prior structure.

The completion of the restructuring created a tax-deductible loss which was recognized in the fourth quarter of 2023, and resulted in a $172 million net tax benefit, partially offset by increases in valuation allowances.

The decrease in tax expense in 2022 compared to 2021 is primarily due to overall lower level of earnings, partially offset by the impact of recorded impairments on the sale and disposal of businesses and goodwill which are not deductible, and increases in valuation allowances.

See Note 14 to the Consolidated Financial Statements for additional information.

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MDA Asia 3-5%

SDA Global 2% —% 4%

MDA Europe (Q1) (8)% —% (6)%

SDA Global ~Flat

For the full-year 2025, we have incorporated our latest expectations of the following key trends in our guidance:

subdued demand with gradual improvement throughout the year, strong net cost takeout actions delivering $300 million to $400 million of benefit, and margin expansion from our refocused portfolio following our contribution of the European major domestic appliance business.

Our anticipated GAAP tax rate is approximately 24%.

Additionally, we expect to generate cash from operating activities of approximately $1,150 - $1,250 and free cash flow of between $550 million and $650 million, including restructuring cash outlays of approximately $50 million and, with respect to free cash flow, capital expenditures of approximately $600 million.

continued subdued discretionary demand alongside strong replacement demand, and margin expansion from strong net cost takeout actions delivering over $200 million of benefit, previously announced promotion and pricing action carryover, and new product launches.

Our anticipated GAAP tax rate is approximately 20 to 25%.

Additionally, we expect to generate cash from operating activities of approximately $1 billion and free cash flow of approximately $500 to $600 million, including restructuring cash outlays of approximately $(75) million and, capital expenditures of approximately $(450) million.

The table below reconciles projected 2025 cash provided by operating activities determined in accordance with GAAP to free cash flow, a non-GAAP measure.

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Cash provided by (used in) operating activities (1)

$1,150 - $1,250

Capital expenditures ~$(450)

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• Earnings before interest and taxes (EBIT)

• EBIT margin

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

• EBIT margin

• Ongoing EBIT

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• Free cash flow

• Gross debt leverage

• Adjusted effective tax rate

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.

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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 Gross Debt Leverage (Gross 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.

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 profitability 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.

Management believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing Whirlpool's ability to fund its activities and obligations.

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Any such reconciliation would rely on market factors and certain other conditions and assumptions that are outside of the Company's control.

Whirlpool does not provide a non-GAAP reconciliation for its other forward looking long-term value creation and other goals, such as organic net sales, EBIT, and gross debt/Ongoing EBITDA, as such reconciliations related to longer-term metrics would rely on market factors and certain other conditions and assumptions that are outside of the company’s control.

Whirlpool does not provide a non-GAAP reconciliation for its other forward looking long-term value creation and other goals, such as organic net sales, EBIT, and net debt/Ongoing EBITDA, as such reconciliations related to longer-term metrics would rely on market factors and certain other conditions and assumptions that are outside of the company’s control.

We believe that these non-GAAP measures provide meaningful information to assist investors and stockholders in understanding our financial results and assessing our prospects for future performance, and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP financial measures, provide a more complete understanding of our business.

Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names.

These non-GAAP financial measures should not be considered in isolation or as a substitute for reported net earnings (loss) available to Whirlpool, net sales, net earnings (loss) as a percentage of net sales (net earnings margin), net earnings (loss) per diluted share and cash provided by (used in) operating activities, the most directly comparable GAAP financial measures.

These non-GAAP financial measures should not be considered in isolation or as a substitute for reported net earnings (loss) available to Whirlpool, net sales, net earnings (loss) as a percentage of net sales (net earnings (loss) margin), net earnings (loss) per diluted share and cash provided by (used in) operating activities, the most directly comparable GAAP financial measures.

We strongly encourage investors and stockholders to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.

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Earnings before interest & taxes $ 63 $ 916

Impairment of goodwill, intangibles and other assets (a)

Impact of M&A transactions (b)

Legacy EMEA legal matters (c)

Substantial liquidation of subsidiary (d)

Restructuring expense (a)

Impairment of goodwill, intangibles and other assets (b)

Impact of M&A transactions (c)

Legacy EMEA legal matters (d)

Equity method investee - restructuring charges (e)

Ongoing EBIT (2)

$ 887 $ 1,191

(1) Net earnings margin is approximately 2.5% and (7.7)% for the twelve months ended December 31, 2023 and 2022, respectively, and is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the twelve months ended December 31, 2023 and 2022, respectively.

(1) Net earnings (loss) margin is approximately (1.9)% and 2.5% for the twelve months ended December 31, 2024 and 2023, respectively, and is calculated by dividing net earnings (loss) available to Whirlpool by consolidated net sales for the twelve months ended December 31, 2024 and 2023, respectively.

(2) Ongoing EBIT margin is approximately 5.3% and 6.1% for the twelve months ended December 31, 2024 and 2023, respectively.

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Earnings per diluted share $ (5.87) $ 8.72

Impairment of goodwill and other intangibles (a)

Impact of M&A transactions (b)

Legacy EMEA legal matters (c)

Substantial liquidation of subsidiary (d)

Restructuring expense (a)

Impairment of goodwill, intangibles and other assets (b)

Impact of M&A transactions (c)

Legacy EMEA legal matters (d)

Income tax impact 4.28 0.35

Normalized tax rate adjustment (e)

Share count adjustment (f)

Equity Method Investee - Restructuring Charges (e)

Normalized tax rate adjustment (f)

Ongoing earnings per diluted share 12.21 16.16

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RESULTS OF OPERATIONS - (CONTINUED)

(a) IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER ASSETS - During the second quarter of 2022, the carrying value of the EMEA reporting unit and Indesit and Hotpoint* trademarks exceeded their fair values resulting in an impairment charge of $384 million which is recorded within Impairment of goodwill and other intangibles.

Additionally, during the fourth quarter of 2022, we recognized an impairment charge of $12 million related to the equity method investment in Brazil, which is recorded within Equity method investment income (loss), net of tax.

(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, the Company recorded a non-cash loss on disposal of $1.5 billion in the fourth-quarter of 2022.

The loss includes a write-down of the net assets of $1.2 billion of the disposal group to a fair value of $139 million and also includes $393 million of cumulative currency translation adjustments, $98 million release of other comprehensive loss on pension and $18 million of other transaction related costs.

Whirlpool’s European major domestic appliance business met the criteria for held-for-sale accounting during the fourth-quarter of 2022 and will be included in the Company’s results until closing of the transaction.

Additionally, we incurred other identifiable costs related to portfolio transformation, totaling $75 million in 2023, of which $57 million was recorded in the fourth quarter.

This amount consisted of the following costs:

an impairment charge of $27 million related to the equity method investment in Brazil, which is recorded within Equity method investment income (loss), net of tax, and an impairment charge along with other business closing-related costs of $20 million in North America, which is primarily recorded in Selling, General and Administrative expenses.

Furthermore, during the fourth-quarter 2023, we incurred other unique transaction related costs of $10 million related to portfolio transformation for a total of $28 million for the twelve months ended December 31, 2023.

These other transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Statements of Income (Loss).

During the second quarter of 2022, we entered into an agreement to sell our Russia business.

We classified this disposal group as held for sale and recorded an impairment loss of $346 million for the write-down of the assets to their fair value.

During the third quarter of 2022, the loss from disposal was adjusted by an immaterial amount resulting in a final loss amount of $348 million for the twelve months ended December 31, 2022.

Additionally, during the fourth-quarter 2022, we incurred unique transaction related costs of $25 million related to portfolio transformation for a total of $67 million for the twelve months ended December 31, 2022.

These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Statements of Income (Loss).

(c) LEGACY EMEA LEGAL MATTERS - During the first quarter of 2023, the Company accrued $62 million related to the Competition Investigation and Trade Customer Insolvency matters of our European major domestic appliance business.

(a) RESTRUCTURING EXPENSE - In March 2024, the Company committed to workforce reduction plans in the United States and globally, in an effort to reduce complexity and simplify our organizational model after the European major domestic appliance transaction.

The workforce reduction plans included involuntary severance actions as of the end of the first quarter of 2024.

Total costs for these actions were $21 million, of which we incurred $14 million in employee termination costs and $7 million other associated 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, which were primarily employee termination costs.

(b) IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER ASSETS - During the fourth quarter of 2024, we determined that the carrying value of the Maytag trademark exceeded its fair value, resulting in an impairment charge of $381 million.

(c) 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, which closed on April 1, 2024, the Company recorded a loss on disposal of $298 million and $106 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively.

Additionally, the Company incurred other unique transaction related costs related to portfolio transformation for a total of $28 million and $75 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively.

These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Statements of Comprehensive Income (Loss).

The Company also recorded a gain of $34 million during the third quarter of 2024 related to the sale of the Company's Brastemp-branded water filtration subscription business related to our portfolio transformation.

(d) LEGACY EMEA LEGAL MATTERS - During the fourth quarter of 2024 we recorded immaterial amounts related to legacy matters of our European major domestic appliance business.

During the first quarter of 2023, the Company accrued $62 million related to the Competition Investigation and unrelated trade customer insolvency matter of our European major domestic appliance business.

During the second quarter of 2023, the accrual was increased by $36 million resulting in an aggregate amount of $98 million for the six months ended June 30, 2023.

An immaterial adjustment was made in the fourth quarter of 2023 related to these matters.

For additional information, see Note 7 to the Consolidated Financial Statements.

* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

For certain additional information, see Note 7 to the Consolidated Financial Statements.

(e) EQUITY METHOD INVESTEE - RESTRUCTURING CHARGES - During the fourth quarter of 2024, we recorded our proportionate share of restructuring charges related to certain previously announced restructuring actions by our European equity method investee.

(f) NORMALIZED TAX RATE ADJUSTMENT - For the full year 2024, the Company calculated a GAAP tax rate of (5.5)%.

Ongoing earnings per share was calculated using an adjusted tax rate of (28.6)%, which excludes the tax impacts related to M&A transactions, the Maytag intangible impairment charge, and certain other tax impacts related to the Europe transaction.

For the full-year 2023, the Company calculated a GAAP tax rate of 13%.

Ongoing earnings per share was calculated using an adjusted tax rate of (6.7)%, which excludes certain tax related impacts of M&A transactions and certain tax related impacts to legal entity restructuring transactions.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

(d) SUBSTANTIAL LIQUIDATION OF SUBSIDIARY - During the fourth quarter of 2022, the Company liquidated an offshore subsidiary and recorded a one-time charge of $84 million for a release of the other comprehensive income on hedging and cumulative translation adjustments.

(e) NORMALIZED TAX RATE ADJUSTMENT - For the full-year 2023, the Company calculated ongoing earnings per share using an adjusted tax rate of (6.7)%, which excludes certain tax related impacts of M&A transactions and certain tax related impacts to legal entity restructuring transactions.

For the full-year 2022, the Company calculated ongoing earnings per share using an adjusted tax rate of 4.4%, which excludes the impacts of the non-tax deductible loss on sale of the Russia business of $348 million and impairment of goodwill of $278 million recorded in the second quarter of 2022, along with the impact of M&A transactions of approximately $1.5 billion recorded in the fourth quarter of 2022.

(f) NORMALIZED SHARE COUNT ADJUSTMENT - As a result of our 2022 GAAP earnings loss, the impact of antidilutive shares was excluded from the loss per share calculation on a GAAP basis.

The share count adjustment used in the calculation of the full-year ongoing earnings per diluted share includes basic shares outstanding of 55.9 million plus the impact of antidilutive shares of 0.6 million which were excluded on a GAAP basis.

FINANCIAL CONDITION AND LIQUIDITY

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Our short term potential uses of liquidity include funding our ongoing capital and research and development spending, debt repayment, and returns to shareholders.

We have $800 million of debt maturing in the next twelve months, which we expect to repay through a combination of refinancing, cash flow generation and cash on hand.

We have $1.9 billion of debt maturing in the next twelve months, which we expect to repay through a combination of refinancing, cash flow generation and cash on hand.

Furthermore, in 2025 we expect to incur capital expenditures of approximately $450 million.

On November 30, 2023, the Company announced its intention to enter into one or more transactions to sell up to 24% of its ownership interest in Whirlpool of India Limited ("Whirlpool India") in 2024.

The Company currently maintains a 75% ownership interest in Whirlpool India through a wholly-owned subsidiary, and intends to retain a controlling interest in Whirlpool India following completion of such transaction or transactions.

The Company expects to use transaction proceeds to reduce debt levels, which will enhance balance sheet flexibility.

This proposed transaction had no financial impact for the twelve months ended December 31, 2023.

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.

In January 2025, we announced our intent to reduce our ownership stake in Whirlpool India to ~20% in 2025 via market sale, which is expected to be complete by mid-to-late 2025.

Transaction proceeds are expected to further reduce debt.

Sale of Whirlpool India shares is subject to Company board approval, and we have not recorded any impact relating to this announcement as of December 31, 2024.

The Company had cash and cash equivalents of approximately $1.3 billion at December 31, 2024, of which 83% was held by subsidiaries in foreign countries.

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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.

However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

to various countries.

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 practical to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

At December 31, 2023, we had cash or cash equivalents greater than 1% of our consolidated assets in the United States, Brazil and India which represented 2.5%, 2.5% and 1.5%, respectively.

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 1.7% and 1.2%, respectively.

At December 31, 2024, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil, India, and the United States, which represented 3.3%, 1.8% and 1.3%, respectively.

In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Brazil and Canada, which represented 1.7% and 1.0%, respectively.

We continue to monitor general financial instability and uncertainty globally.

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We also continue to review customer conditions globally.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

In the past, when faced with a potential volume reduction from any one particular segment of our trade distribution network, we generally have been able to offset such declines through increased sales throughout our broad distribution network.

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Cash provided by operating activities in 2024 decreased compared to 2023.

The decrease was primarily driven by reduced cash earnings in 2023 and higher incremental working capital actions in the prior year.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

The decrease was primarily driven by reduced cash earnings, offset by working capital actions.

Working capital actions included accelerated accounts receivable collections, reduced inventory levels, and accounts payable payment term extensions.

Cash provided by operating activities in 2023 decreased compared to 2022.

The decrease was primarily driven by reduced cash earnings partially offset by the favorable cash impact of improved working capital and hedge settlements in the prior period.

The decrease was primarily driven by reduced cash earnings in 2023 and higher incremental working capital actions in the prior year.

The timing of cash flows from operations varies significantly throughout the year primarily due to changes in production levels, sales patterns, promotional programs, funding requirements, credit management, as well as receivable and payment terms.

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Cash Flows from Investing Activities

Cash used in investing activities in 2023 decreased compared to 2022.

The decrease was primarily driven by the $3 billion cash outflow for the purchase of the InSinkErator business that occurred in 2022.

The increase in cash used in investing activities during 2022 primarily reflects the $3 billion cash outflow for the purchase of the InSinkErator business.

Cash used in investing activities in 2024 increased compared to 2023.

The increase was primarily driven by the contribution of $245 million of cash and cash equivalents held in MDA Europe, offset by lower capital expenditures.

The decrease in cash used in investing activities during 2023 primarily reflects the $3 billion cash outflow for the purchase of the InSinkErator business.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Cash Flows from Financing Activities

Cash used in financing activities decreased during 2024 compared to 2023.

The decrease was primarily driven by the sale of 24% interest in Whirlpool of India in 2024, generating proceeds of $462 million that was used for debt repayment.

Cash used in financing activities increased during 2023 compared to 2022.

The increase was primarily driven by current year net debt repayments of approximately $450 million and the $2.5 billion proceeds from borrowings of long-term debt related to the InSinkErator acquisition in the prior year.

The increase in cash provided by financing activities during 2022 primarily reflects the proceeds of $2.5 billion from borrowings of long-term debt related to the InSinkErator acquisition.

The increase was primarily driven by net debt repayments of approximately $450 million in 2023 and the $2.5 billion proceeds from borrowings of long-term debt related to the InSinkErator acquisition in 2022.

Dividends paid in financing activities were $384 million, $384 million, and $390 million during 2024, 2023 and 2022, respectively.

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We had $1.5 billion and $2.0 billion drawn on the term loan at December 31, 2024 and December 31, 2023, respectively.

These funds were used to fund the InSinkErator acquisition in the fourth quarter of 2022 and were partially repaid in 2023.

These funds were used to fund the InSinkErator acquisition in the fourth quarter of 2022 and were partially repaid in 2023 and 2024.

See Note 6 to the Consolidated Financial Statements for additional information.

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Actual results may differ materially from these estimates under different assumptions or conditions.

Management believes the accounting policies below are critical in the portrayal of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments.

Management believes the accounting policies below are critical in the presentation of our financial condition and results of operations and require management's most difficult, subjective, or complex judgments.

Pension and Other Postretirement Benefits

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We have trademark assets with a carrying value of approximately $2.4 billion and $2.8 billion at December 31, 2024 and 2023, respectively.

For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.

We perform our annual impairment assessment for goodwill and other indefinite-lived intangible assets as of October 1 or more frequently if events or changes in circumstances indicate that the asset might be impaired.

We consider qualitative factors to assess if it is more likely than not that

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

We consider qualitative factors to assess if it is more likely than not that the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount.

the fair value for goodwill or indefinite-lived intangible assets is below the carrying amount.

We may also elect to bypass the qualitative assessment and perform a quantitative assessment.

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Significant judgment is used to evaluate the totality of these events and factors to make the determination of whether it is more likely than not that the fair value of the reporting unit or indefinite-lived intangible is less than its carrying value.

For our annual impairment assessment as of October 1, 2023, the Company performed a qualitative impairment assessment for goodwill and elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain brand trademarks.

The Company elected to perform a qualitative assessment on the other indefinite-lived intangible assets noting no events that indicated that the fair value was less than the carrying value that would require a quantitative impairment assessment.

For additional information, see Notes 10 and 16 to the Consolidated Financial Statements.

Goodwill Valuations

In 2023, we evaluated goodwill using a qualitative assessment to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount.

If we determine that the fair value of the reporting unit may be less than its carrying amount, a goodwill impairment test is performed to identify potential impairment.

The goodwill impairment test compares a reporting unit’s fair value to its carrying amount.

If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, then a goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Otherwise, we conclude that no impairment is indicated and no further testing is required.

If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is measured.

Based on the quantitative assessment performed as of May 31, 2022, the carrying value of the EMEA reporting unit exceeded its fair value resulting in a goodwill impairment loss for the full carrying amount of $278 million during the second quarter of 2022 and for the twelve months ended December 31, 2022.

In performing a quantitative assessment of goodwill, we estimate each reporting unit's fair value using a blend of income and market approaches.

The income approach uses each reporting unit's projection of estimated operating results and cash flows that are discounted using a market participant discount rate based on a weighted-average cost of capital.

The financial projections reflect management's best estimate of economic and market conditions over the five-year projected period including forecasted revenue growth, EBIT margin, tax rate, capital expenditures, depreciation and amortization and changes in working capital requirements.

Other assumptions include discount rate and terminal growth rate.

The estimated fair value of each reporting unit is compared to their respective carrying values.

Additionally, we validate our estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach.

A market approach estimates fair value by applying cash flow multiples to the operating performance of each reporting unit.

The multiples are derived from comparable publicly traded companies with operating and investment characteristics similar to the reporting units.

We also corroborate the fair value through a market capitalization reconciliation to determine whether the implied control premium is reasonable based on recent market transactions and other qualitative considerations.

In 2024, we evaluated goodwill using a quantitative assessment and determined there was no impairment.

In 2023, we evaluated goodwill using a qualitative assessment and determined there were no indicators of impairment.

Indefinite-Lived Intangible Valuations

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Maytag trademark

Our Maytag trademark is at risk at December 31, 2023.

Lower-than-expected industry demand has affected Maytag similarly to the rest of the North America region;

however, we expect future year revenues to improve as we recover from temporary volume loss and continue to execute our brand leadership strategy and benefit from new product investments.

The fair value of the Maytag trademark exceeded its carrying value of $1,021 million by approximately 9%.

A 10% reduction of forecasted Maytag revenues would result in an impairment charge of approximately $24 million.

We determined a royalty rate of 4% for the Maytag trademark, noting that a 50 basis point reduction of the royalty rate would result in an impairment charge of approximately $60 million.

We determined a discount rate of 9.50% for Maytag, noting that a 50 basis point increase in the discount rate would result in a breakeven scenario.

The results of the 2024 quantitative assessment determined that the carrying value of our Maytag trademark exceeded its fair value by $381 million.

Accordingly, an impairment charge of $381 million was recorded during the fourth quarter of 2024.

The trademark remains at risk for future impairment at December 31, 2024.

InSinkErator trademark

Our InSinkErator trademark is at risk at December 31, 2024.

The InSinkErator business was acquired in the fourth quarter of 2022 and is included in our North America operating segment.

Lower-than-expected industry demand has affected the InSinkErator business similarly to the rest of the North America region.

The long-term expectations for this newly acquired business have not changed, and the full value potential of the InSinkErator business is expected to be realized in the forthcoming years.

The InSinkErator business was acquired in the fourth quarter of 2022 and is included in our MDA North America operating segment.

The fair value of the InSinkErator trademark exceeded its carrying value of $1,300 million by approximately 30%.

We expect future fiscal year revenues for this brand to improve as we recover from temporary volume loss and continue to execute our brand leadership strategy and benefit from our new product investments.

A 10% reduction of forecasted InSinkErator revenues would result in an impairment charge of approximately $114 million.

We determined a royalty rate of 12% for the InSinkErator trademark, noting that a 50 basis point reduction of the royalty rate would result in an impairment charge of approximately $21 million.

We determined a discount rate of 8.25% for InSinkErator, noting that a 50 basis point increase in the discount rate would result in an impairment charge of approximately $98 million.

The following table provides key assumptions used in our indefinite-lived intangibles impairment assessment, along with sensitivity analysis showing the effect of a change in certain key assumptions, assuming all other assumptions remain constant.

Key Assumptions Excess/ (Deficit) of FV to Carrying Value

Asset Discount Rate Royalty Rate Decrease of 10% in Forecasted Revenues Decrease of 0.5% in Royalty Rate Increase of 0.5% in Discount Rate

Maytag 12.5 % 4.0 % (50) (70) (25)

InSinkErator 7.0 % 12.0 % 134 328 230

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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Those petitions resulted in orders imposing antidumping duties on certain large residential washers imported from South Korea, Mexico, and China, and countervailing duties on certain large residential washers from South Korea.

In March 2019, the order covering certain large residential washers from Mexico was extended for an additional five years, while the order covering certain large residential washers from South Korea was revoked.

In August 2022, the order covering certain large residential washers from China was extended for an additional five years.

In September 2024, the order covering certain large residential washers from Mexico was extended for an additional five years.

Raw Materials and Global Economy

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tariffs and other global macroeconomic factors.

Due to many 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 be impacted by the following factors:

Due to many 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, government actions in China, and potential trade and tariff actions by the U.S.

government and retaliatory actions by others, among other factors, we expect to continue to be impacted by the following factors:

a global shortage of certain components, such as semiconductors, a strain on raw material and input cost inflation, and fluctuations in logistics availability, timing and costs, all of which began easing in 2023 but remain volatile.

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.

* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

* Whirlpool prior ownership of the Hotpoint brand in the EMEA and Asia Pacific regions was not affiliated with the Hotpoint brand sold in the Americas.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf.

Certain statements contained in this quarterly report, including those within the forward-looking perspective section within the Management's Discussion and Analysis section, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance.

Certain statements contained in this annual report, including those within the forward-looking perspective section within the Management's Discussion and Analysis section, and other written and oral statements made from time to time by us or on our behalf do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance.

As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events.

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Whirlpool disclaims any obligation to update these statements.

Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals, restructuring and resegmentation expectations, productivity, raw material prices and related costs, supply chain, transaction-related closing and synergies expectations, asset impairment, litigation, ESG efforts, debt repayment expectations, and the impact of COVID-19 and the Russia/Ukraine, Israel and Red Sea conflicts on our operations.

Forward-looking statements in this document may include, but are not limited to, statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and related costs, supply chain, portfolio transformation expectations, India transaction expectations, asset impairment, trade and tariffs, litigation, ESG efforts, debt repayment expectations, and the impact of the global economy and geopolitical events on our operations and financial results.

Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements.

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(3) Whirlpool's ability to maintain its reputation and brand image;

(4) the ability of Whirlpool to achieve its business objectives and leverage its global operating platform, and accelerate the rate of innovation;

(4) the ability of Whirlpool to achieve its business objectives and successfully manage its strategic portfolio transformation;

(5) Whirlpool’s ability to understand consumer preferences and successfully develop new products;

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(8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner;

(9) COVID-19 pandemic, other public health emergency-related business disruptions and economic uncertainty;

(10) Whirlpool's ability to navigate risks associated with our presence in emerging markets;

(9) risks related to our international operations;

(12) Whirlpool's ability to respond to unanticipated social, political and/or economic events;

(13) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

(10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics;

(11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks;

(12) product liability and product recall costs;

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(14) the impact of labor relations;

(17) fluctuations in the cost of key materials (including steel, resins, base metals) and components and the ability of Whirlpool to offset cost increases;

(15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases;

(16) Whirlpool's ability to manage foreign currency fluctuations;

(19) impacts from goodwill impairment and related charges;

(20) triggering events or circumstances impacting the carrying value of our long-lived assets;

(21) inventory and other asset risk;

(17) impacts from goodwill, intangible asset and/or inventory impairment charges;

(18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans;

(19) impacts from credit rating agency downgrades;

(20) litigation, tax, and legal compliance risk and costs;

(21) the effects and costs of governmental investigations or related actions by third parties;

(25) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, and taxes and tariffs;

(26) Whirlpool's ability to respond to the impact of climate change and climate change regulation;

(22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and generative AI;

(23) the impacts of changes in foreign trade policies, including tariffs;

(24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation;

and (25) the uncertain global economy and changes in economic conditions.

Additional information concerning these and other factors can be found in "Risk Factors" in Item 1A of this report.

In addition, factors that could cause actual results to differ materially from our India transaction expectations include, among other things, failure or delays in launching transaction based on Board approval, market conditions or other factors, failure or delays in share settlement and closing, transaction

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

proceeds being lower than expected, alternative uses for proceeds received, brand license valuation expectations not being met, and strategic, economic or industry expectations for India not being realized.

Additional information concerning these and other factors can be found in "Risk Factors" in Item 1A of this report.

We undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis