What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-11 compared with 2025-02-13 · 135 added, 239 removed, 326 unchanged (53% of the section changed)

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Whirlpool's full-year net sales declined by approximately 7%, 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 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.

Earnings available to Whirlpool was $318 million (net earnings margin of 2.2%), or $5.66 per share, compared to net earnings (loss) available to Whirlpool of $(323) million (net earnings (loss) margin of (1.9)%), or $(5.87) per share in the same prior-year period, primarily due to non-cash charges related to the European transaction and Maytag trade name impairment in the prior period.

Net earnings margins benefited from strong cost take out actions of approximately $200 million, including product and supply chain cost efficiencies and the gain related to the ownership stake reduction in Whirlpool India, partially offset by the incremental cost of tariffs, JennAir trade name impairment, currency, and continued marketing and technology investments.

Cash provided by operating activities were $470 million, compared to $835 million in 2024, primarily driven by lower earnings and higher working capital requirement to support product transitions.

Capital expenditures were $389 million in 2025 and $451 million in 2024.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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(Gain) loss on sale and disposal of businesses (280) nm 264 nm 106

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

Interest and sundry (income) expense (20) (25.9) (27) nm 71

Interest expense 341 4.7 358 (2.0) 351

Income tax expense 10 87.0 77 70.9 265

Income tax expense 142 nm 10 87.0 77

Net earnings (loss) available to Whirlpool 318 nm (323) nm 481

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Excluding the impact of foreign currency, net sales for 2025 decreased 5.4% compared to 2024.

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.

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

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

The chart below summarizes the balance of net sales by operating segment for 2025, 2024 and 2023, respectively.

(1) Other includes the previously reported MDA Asia segment that was deconsolidated as of December 31, 2025

The consolidated gross margin percentage for 2025 slightly decreased to 15.4% compared to 15.5% in 2024, primarily driven by the higher cost of tariffs, partially offset by the favorable impact of product and supply chain cost efficiencies.

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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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Results of Operating Segments

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

In 2023, 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 began conducting our business through five operating segments, which consist of Major Domestic Appliances (“MDA”) North America;

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

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

and Small Domestic Appliances (“SDA”) Global.

As of December 31, 2025, the operations previously reported within the MDA Asia segment are no longer reported as a segment as a result of the deconsolidation of Whirlpool India.

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).

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Net Sales Summary

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

Net sales for 2025 decreased 0.8% compared to 2024 primarily driven by lower volume and the unfavorable impact of product price/mix in Canada.

Excluding the impact of foreign currency, net sales decreased 0.6% in 2025.

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 .

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

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.

Cost of products sold for 2025 increased 0.4% compared to 2024 primarily driven by the unfavorable impact of tariff cost, partially offset by cost take out.

Cost of products sold for 2024 decreased 1.6% compared to 2023 primarily driven by lower volumes and cost productivity.

EBIT margin for 2025 was 4.9% compared to 6.5% for 2024.

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

EBIT margin decreased primarily due to the unfavorable impact of tariff cost, partially offset by favorable cost take out.

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

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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Net Sales Summary

Net sales for 2025 decreased 6.5% compared to 2024 primarily driven by lower volume and the unfavorable impact of foreign currency.

Excluding the impact of foreign currency, net sales decreased 2.4% in 2025.

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.

Cost of products sold for 2025 decreased 5.2% compared to 2024 primarily driven by lower volume and favorable impact of cost productivity.

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

EBIT margin for 2025 was 6.2% compared to 7.0% for 2024.

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 decreased primarily due to lower volume and the unfavorable impact of foreign currency, partially offset by the favorable impact of cost productivity.

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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Net Sales Summary

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

Net sales for 2025 increased 9.4% compared to 2024 primarily due to the favorable impact of product price/mix.

Excluding the impact of foreign currency, net sales increased 8.5% in 2025.

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 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 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 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 2025 increased 6.3% compared to 2024 primarily driven by the unfavorable impact of tariffs.

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 2025 was 16.0% compared to 14.3% for 2024.

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

EBIT margin increased primarily due to favorable price/mix, partially offset by the unfavorable impact of tariffs and increased marketing spend.

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

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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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.

Therefore, the Company had no net sales, Cost of Products Sold, or EBIT for MDA Europe during 2025.

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.

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Consolidated $ 1,633 10.5 % $ 1,684 10.1 % $ 1,993 10.2 %

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

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 2025 increased compared to 2024 .

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.

This increase was primarily driven by lower consolidated net sales following the disposal of our European major domestic appliance business, which exceeded the corresponding reduction in SG&A expenses.

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

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

Restructuring

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Impairment of Goodwill and Other Intangibles

As a result of our 2025 annual impairment assessment, we recorded an impairment charge of $106 million related to the JennAir trademark in the fourth quarter of 2025.

The results of the 2025 quantitative assessment determined that the carrying value of our JennAir trademark exceeded its fair value by $106 million.

The brand has been unfavorably impacted by the downturn in discretionary demand in the ultra-premium segment.

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.

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

See Note 5 and Note 10 to the Consolidated Financial Statements and the Critical Accounting Policies and Estimates section of this Management's Discussion and Analysis for additional information.

(Gain) Loss on Sale and Disposal of Businesses

(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.

(Gain) loss on sale and disposal of businesses was $(280) million for the twelve months ended December 31, 2025, compared to $264 million and $106 million for the same periods in 2024 and 2023, respectively.

During the fourth quarter of 2025, we recorded a gain of $251 million related to the sale of an 11% ownership interest in Whirlpool India.

During the third quarter of 2025, we recorded a gain of $30 million for a release of previously accrued tax related indemnity related to the divestiture of our European major domestic appliance business.

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.

*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.

These losses were primarily due to fair value fluctuations driven by seasonality of net working capital.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

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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.

On August 31, 2022, we completed the sale to Arcelik.

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

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

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Interest and sundry (income) expenses were $(20) million, $(27) million and $71 million for the years ended December 31, 2025, 2024 and 2023, respectively.

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.

Net interest and sundry (income) expense was flat in 2025 compared to 2024.

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

Interest Expense

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Interest expense was flat in 2025 compared to 2024.

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.

Interest expense was flat in 2024 compared to 2023.

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

Income tax expense was $142 million, $10 million and $77 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The increase in tax expense in 2025 compared to 2024 is the result of higher earnings in 2025 and an increase in valuation allowances that resulted from business disposal and restructuring transactions in 2025.

These negative impacts were partially offset by tax benefits that were the result of continued legal entity simplification and the release of unrecognized tax benefits related to audit settlements in 2025.

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.

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

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Current Outlook

Estimated GAAP earnings per diluted share, for the year ending December 31 ~$8.75

Estimated earnings per diluted share, for the year ending December 31 ~$6.25

Industry demand

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MDA Latin America

MDA Asia 3-5%

SDA Global ~Flat

For the full-year 2026, we have incorporated our latest expectations of the following key trends in our guidance:

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.

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.

There are limitations to using non-GAAP financial measures, including the difficulty associated with comparing companies that use similarly named non-GAAP measures whose calculations may differ from our calculations.

We define free cash flow as cash provided by operating activities less capital expenditures.

For additional information regarding non-GAAP financial measures, see the Non-GAAP Financial Measures section of Management's Discussion and Analysis.

Millions of dollars Current Outlook

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

Capital expenditures ~$(450)

Free cash flow $500 - $600

(1) Financial guidance on a GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because in order to prepare any such estimate or projection, the Company would need to rely on market factors and certain other conditions and assumptions that are outside of its control.

The projections above are based on many estimates and are inherently subject to change based on future decisions made by management and the Board of Directors of Whirlpool, and significant economic, competitive and other uncertainties and contingencies.

NON-GAAP FINANCIAL MEASURES

We supplement the reporting of our financial information determined under U.S.

generally accepted accounting principles (GAAP) with certain non-GAAP financial measures, some of which we refer to as "ongoing" measures, including:

• Earnings before interest and taxes (EBIT)

• EBIT margin

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

• Ongoing EBIT

• Ongoing earnings per diluted share

• Ongoing EBIT margin

• Sales excluding foreign currency

• Free cash flow

• 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.

Ongoing EBIT margin and EBIT margin are calculated by dividing ongoing EBIT and EBIT, respectively, by net sales.

Sales excluding foreign currency is calculated by translating the current period net sales, in functional currency, to U.S.

dollars using the prior-year period's exchange rate compared to the prior-year period net sales.

Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations.

We also disclose segment EBIT, which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance, as the financial 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.

The Company provides free cash flow related metrics, such as free cash flow as a percentage of net sales, as long-term management goals, not an element of its annual financial guidance, and as such does not provide a reconciliation of free cash flow and adjusted free cash flow to cash provided by (used in) operating activities, the most directly comparable GAAP measure, for these long-term goal metrics.

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 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 (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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Please refer to a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures below.

Ongoing Earnings Before Interest & Taxes (EBIT) Reconciliation:

Twelve Months Ended December 31,

Net earnings (loss) available to Whirlpool (1)

$ (323) $ 481

Net earnings (loss) available to noncontrolling interests 18 7

Income tax expense 10 77

Interest expense 358 351

Earnings before interest & taxes $ 63 $ 916

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 (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.

Ongoing EBIT margin is calculated by dividing Ongoing EBIT by consolidated net sales for the twelve months ended December 31, 2024 and 2023, respectively.

Ongoing Earnings Per Diluted Share Reconciliation:

Twelve Months Ended December 31,

Earnings per diluted share $ (5.87) $ 8.72

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

Equity Method Investee - Restructuring Charges (e)

Normalized tax rate adjustment (f)

Ongoing earnings per diluted share 12.21 16.16

Free Cash Flow (FCF) Reconciliation:

Twelve Months Ended December 31,

Cash provided by (used in) operating activities $ 835 $ 915

Capital expenditures (451) (549)

Free cash flow $ 385 $ 366

Cash provided by (used in) investing activities $ (602) $ (553)

Cash provided by (used in) financing activities $ (476) $ (792)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

(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 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)

continued subdued discretionary demand alongside strong replacement demand, and margin expansion from previously announced promotional pricing actions, recent and new product launches, as well as strong net cost takeout actions expected to deliver over $150 million of benefit.

Our anticipated tax rate is approximately 25%.

Additionally, we expect to generate cash from operating activities of approximately $850 million, including restructuring cash outlays of approximately $50 million, and expect capital expenditures of approximately $400 million.

FINANCIAL CONDITION AND LIQUIDITY

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We have varying needs for short-term working capital financing as a result of the nature of our business.

We regularly review our capital structure through the lens of maintaining our strong investment grade credit rating.

We also regularly review our capital allocation priorities, which include funding innovation and growth through capital and research and development expenditures;

opportunistic mergers and acquisitions;

We regularly review our capital structure and liquidity priorities, which include funding innovation and growth through capital and research and development expenditures;

debt repayment;

returns to shareholders through dividends and/or share repurchases;

and debt repayment.

and opportunistic mergers and acquisitions.

The Company 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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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 $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.

We have $586 million of debt maturing in the next twelve months, which we expect to repay through a combination of refinancing, potential asset sale proceeds, cash flow generation and cash on hand.

Furthermore, in 2026 we expect to incur capital expenditures of approximately $400 million.

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.

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.

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.

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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

The Company had cash and cash equivalents of approximately $669 million at December 31, 2025, of which 96% was held by subsidiaries in foreign countries.

For 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.

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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, 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.

At December 31, 2025, we had cash or cash equivalents greater than 1% of our consolidated assets in Brazil, which represented 3.0%.

In addition, we had third-party accounts receivable outside of the United States greater than 1% of our consolidated assets in Mexico, which represented 1.3%.

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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We met our cash needs during 2025 through cash flows from operations, cash and cash equivalents, and financing arrangements.

Our cash, cash equivalents and restricted cash at December 31, 2024 decreased $391 million compared to the same period in 2023.

Our cash and cash equivalents and at December 31, 2025 decreased $606 million compared to the same period in 2024.

The following table summarizes the net increase (decrease) in cash, cash equivalents and restricted cash for the periods presented.

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Net increase in cash, cash equivalents and restricted cash $ (606) $ (391) $ (388)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Cash Flows from Operating Activities

Cash provided by operating activities in 2025 decreased compared to 2024.

The decrease was primarily driven by lower cash earnings and higher working capital requirements to support product transitions.

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

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 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 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 used in investing activities in 2025 decreased compared to 2024.

The decrease was primarily driven by increased proceeds year-over-year from the sale of Whirlpool India and lower capital expenditures, partially offset by the cash held by divested businesses.

The increase in cash used in investing activities during 2024 was primarily driven by the contribution of $245 million of cash and cash equivalents held in MDA Europe, offset by lower capital expenditures.

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 2025 compared to 2024.

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.

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

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

The decrease was primarily driven by the same sale of 24% interest in Whirlpool India in 2024.

Dividends paid in financing activities were $300 million, $384 million, and $384 million during 2025, 2024 and 2023, respectively.

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The facilities are geographically diverse and reflect the Company's global operations.

The Company believes these facilities are sufficient to support its global operations.

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 and 2024.

The Company is confident that the committed credit facilities are sufficient to support its global operations.

We had $250 million (representing amounts on the Amended Long-Term Facility) and $1.5 billion (representing amounts outstanding on the term loan facility) drawn on the committed credit facilities at December 31, 2025 and December 31, 2024, respectively.

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Other material obligations include off-balance sheet arrangements arising in the normal course of business.

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On October 20, 2025, our Board of Directors approved a quarterly dividend on our common stock of $0.90 per share.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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Those key assumptions include the discount rate, expected long-term rate of return on plan assets, life expectancy, and health care cost trend rates.

These assumptions are subject to change based on interest rates on high quality bonds and stock, and medical cost inflation.

These assumptions are subject to change based on interest rates on high quality bonds, stock market performance, and medical cost inflation.

Actual results that differ from our assumptions are accumulated and amortized over future periods and therefore, generally affect our recognized expense and accrued liability in such future periods.

While we believe that our assumptions are appropriate given current economic conditions and actual experience, significant differences in results or significant changes in our assumptions may materially affect our pension and other postretirement benefit obligations and related future expense.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Our pension and other postretirement benefit obligations at December 31, 2025 and preliminary retirement benefit costs for 2026 were prepared using the assumptions that were determined as of December 31, 2025.

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We are required to assess the likelihood that deferred tax assets, which include net operating loss carryforwards, general business credits and deductible temporary differences, will be realizable in future years.

Realization of our net operating loss and

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

general business credit deferred tax assets is supported by specific tax planning strategies and, where possible, considers projections of future profitability.

Realization of our net operating loss and general business credit deferred tax assets is supported by specific tax planning strategies and, where possible, considers projections of future profitability.

If recovery is not more likely than not, we provide a valuation allowance based on estimates of future taxable income in the various taxing jurisdictions, for the amount of deferred taxes that are ultimately realizable.

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Likewise, if we determine that we are able to realize our deferred tax assets in the future in excess of net recorded amounts, an adjustment to the deferred tax asset will benefit income tax expense in the period such determination is made.

At December 31, 2024 and 2023, we had total deferred tax assets of $2.0 billion and $2.9 billion, respectively, net of valuation allowances of $885 million and $490 million, respectively.

At December 31, 2025 and 2024, we had total deferred tax assets of $1.9 billion and $2.0 billion, respectively, net of valuation allowances of $1.0 billion and $885 million, respectively.

The Company has established tax planning strategies and transfer pricing policies to provide sufficient future taxable income to realize these deferred tax assets.

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Future changes in the effective tax rate will be subject to several factors, including business profitability, tax planning strategies, and enacted tax laws.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

We have various tax filings with applicable jurisdictions to defend our positions with regards to the timing and amount of deductions and credits as well as the allocation of income across various jurisdictions.

We regularly inventory, evaluate and measure all uncertain tax positions taken or expected to be taken to ensure the timely recording of liabilities for tax positions that may not be sustained or may only be partially sustained upon examination by the relevant taxing authorities.

We believe that our estimates and judgements with respect to uncertain tax positions are reasonable and accurate at the time they are developed.

We believe that our estimates and judgments with respect to uncertain tax positions are reasonable and accurate at the time they are developed.

However, actual results may differ due to unforeseen future events and circumstances.

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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)

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

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.

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

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Goodwill Valuations

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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.

In 2025 and 2024, we evaluated goodwill using a quantitative assessment and determined there was no impairment.

Indefinite-Lived Intangible Valuations

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In performing the quantitative assessment on these assets, significant assumptions used in our relief-from-royalty model included revenue growth rates, assumed royalty rates and the discount rate, which are discussed further below.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

Revenue growth rates relate to projected revenues from our financial planning and analysis process and vary from brand to brand.

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In developing discount rates for the valuation of our trademarks, we used a market participant discount rate based on a weighted-average cost of capital, adjusted for higher relative level of risks associated with doing business in other countries, as applicable, as well as the higher relative levels of risks associated with intangible assets.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

If actual results are not consistent with management's estimate and assumptions, a material impairment charge of our trademarks could occur, which could have a material adverse effect on our consolidated financial statements.

Maytag trademark

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

JennAir trademark

The results of the 2025 quantitative assessment determined that the carrying value of our JennAir trademark exceeded its fair value by $106 million.

Accordingly, an impairment charge of $106 million was recorded during the fourth quarter of 2025.

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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%.

The fair value of the InSinkErator trademark exceeded its carrying value of $1.3 billion by approximately 2%.

Maytag trademark

Our Maytag trademark is at risk at December 31, 2025.

The fair value of the Maytag trademark exceeded its carrying value of $640 million by approximately 20%.

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

Key Assumptions Excess/ (Deficit) of Fair Value 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

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InSinkErator 8.0 % 12.0 % (112) (35) (104)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

JennAir 10.5 % 6.0 % (19) (16) (12)

Other indefinite-lived intangible assets

Based on our quantitative impairment assessment as of May 31, 2022, the carrying values of the Hotpoint* and Indesit trademarks exceeded their fair values by $36 million and $70 million, respectively, and we recorded intangible impairment charges for these amounts during the second quarter of 2022.

The remaining carrying values of the Hotpoint* and Indesit trademarks were included in the European major domestic appliance disposal group which was classified as held for sale in the fourth quarter of 2022.

The fair values of all other trademarks exceeded their carrying values by an amount sufficient to not be deemed at risk.

The fair values of all other trademarks exceed their carrying values by a sufficient amount and are not deemed at risk.

There were no other impairments of indefinite-lived intangible assets in 2024 or 2023.

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Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS - (CONTINUED)

As previously reported, Whirlpool filed petitions in 2011 and 2015 alleging that Samsung, LG and Electrolux violated U.S.

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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, 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.

The recent imposition of significant trade policy and tariff actions by the U.S.

government, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, tariffs on certain imports from Canada and Mexico, and country-specific reciprocal tariffs, are creating significant uncertainty and potential risks for our business.

These actions have increased the cost of certain raw materials and components, impacting our cost of products sold, and have led to "pre-loading" of finished product inventories by foreign competitors.

Pre-loading by competitors can delay expected positive impacts of tariffs on appliances and impact competitors' go-to-market actions.

These actions have also created significant uncertainty and potential risks for our business.

During the second quarter, home appliance imports were added as derivative steel products under Section 232, effective June 23, 2025.

This action, coupled with other tariff and trade policy actions taken by the U.S.

government, is expected to help close long-standing loopholes and help support a level playing field for domestic producers.

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.

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.

In addition to existing and potential additional tariff actions by the U.S.

government and retaliatory actions by others, and certain additional factors beyond our control, including the conflict in Ukraine and related sanctions, the Israel-Palestinian conflict, the Red Sea conflict and its impact on shipping and logistics, and government actions in China, among other factors, we expect to continue to experience the following impacts:

a global shortage of certain components, such as semiconductors, raw material and input cost inflation, and fluctuations in logistics availability, timing and costs.

This could require us to modify our current business practices, and could have a material adverse effect on our financial statements in any particular reporting period.

* 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 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.

Certain statements contained in this annual report, including those within the forward-looking perspective section within this 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.

Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance.

Our forward-looking statements generally relate to our growth strategies, financial results, product development, and sales efforts.

Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," "target," "would," "committed," "undertake," and the negative of these words and words and terms of similar substance.

In addition, any statements that refer to strategic or transactional objectives, including M&A and divestitures;

India transaction expectations;

operational planning or implementation, including technology and workforce management;

financial projections or goals, including capital allocation and tax impacts;

external or macroeconomic risks, such as supply chain volatility and geopolitical conditions;

legal, regulatory or sustainability matters;

or other characterizations of future events or circumstances, are forward-looking statements.

These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions.

Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.

This document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries ("Whirlpool") that speak only as of this date.

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 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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(1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales;

(2) Whirlpool's ability to maintain or increase sales to significant trade customers;

(2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders;

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

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

(4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model;

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

(6) Whirlpool's ability to obtain and protect intellectual property rights;

(7) acquisition, divestiture, and investment-related risks, including risks associated with our past acquisitions;

(7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions;

(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) risks related to our international operations;

(9) risks related to Whirlpool's international operations;

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

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

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

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

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

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

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

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 any transaction based on market conditions or other factors, failure or delays in share settlement and closing, transaction proceeds being lower than expected, alternative uses for proceeds received,

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.

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 Part I, 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