[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_102":103},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","bgaplznt0xpeupzyl4f64p74p","revision",2,"title","Whirlpool公布截至2026年9月30日季度及前九个月业绩：销售额下降并录得净亏损","originalTitle","WHIRLPOOL CORP /DE/ (0000106640) (Filer)","summary","Whirlpool披露，截至2026年9月30日的前九个月净销售额为104.67亿美元，净亏损2.32亿美元；第三季度净销售额为36.77亿美元，净亏损2.38亿美元。","reason","节选披露了Whirlpool截至2026年9月30日季度及前九个月的未经审计业绩、融资与重组情况，并列出关税和贸易政策相关风险。","source",{"_12":93,"_94":95,"_9":96,"_97":42,"_98":99,"_100":101},"links",{"_90":91,"_78":92},"publishedAt","2026-10-27T14:35:00.000Z","discoveredAt","2026-10-27T14:46:10.889Z","timelineAt","category","ai-products","tags",[84,85,86,87,88,89],"stockSymbols",[83],"score",82,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f8ChQrrEc61g",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","93833701-844a-49b3-ad1a-773d79703c15","惠而浦2026年前三季度销售下滑并录得净亏损",{"_73":74,"_16":75},"

美国证券交易委员会

华盛顿特区 20549

________________________________________________________

10-Q 表

________________________________________________________


☒		根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


☐		根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

委员会档案编号 1-3932

$\"whirlpoolcorplogoa26.jpg\"$

WHIRLPOOL CORPORATION

（注册人章程中规定的准确名称）


特拉华州		38-1490038
（注册成立州）		（美国国税局雇主识别号）

2000 North M-63, MD 3602
本顿港，	密歇根州		49022-2692
（主要行政办公室地址）		（邮政编码）

注册人电话号码（含区号）(269) 923-5000

根据该法案第 12(b) 条登记的证券：

各类别名称

交易代码

上市交易所名称

普通股，每股面值 $1.00

WHR

纽约证券交易所

和

NYSE Texas

存托股，每股代表 8.50% A 系列强制可转换优先股的 1/20 权益，每股面值 $1.00

WHR-PRA

纽约证券交易所

请勾选标记说明注册人是否 (1) 已在此前 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条规定须提交的全部报告，且 (2) 在过去 90 天内一直受该等报告提交要求约束。是 ☒ 否 ☐

请勾选标记说明注册人是否已在此前 12 个月内（或注册人须提交此类文件的较短期间内）以电子方式提交根据 S-T 条例第 405 条（本章 §232.405）须提交的每一份交互式数据文件。是 ☒ 否 ☐

请勾选标记说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小申报公司还是新兴成长型公司。参见《交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“较小申报公司”和“新兴成长型公司”的定义。


大型加速申报公司	☒	加速申报公司	☐
非加速申报公司	☐	较小申报公司	☐
		新兴成长型公司	☐

如果是新兴成长型公司，请勾选标记说明注册人是否选择不采用《交易法》第 13(a) 条规定的新或修订财务会计准则的延长过渡期。 ☐

请勾选标记说明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。是 ☐ 否 ☒

截至最近可行日期，发行人各类普通股的流通股数：


普通股类别		截至2026年10月23日的流通股数
普通股，每股面值$1.00		65,736,711

WHIRLPOOL CORPORATION

10-Q表季度报告

截至2026年9月30日的三个月和九个月


		页码
第一部分
第 1项。	财务报表
	简明合并综合收益（亏损）表	5
	简明合并资产负债表	6
	简明合并现金流量表	7
	简明合并财务报表附注	8
第 2项。	管理层对财务状况和经营业绩的讨论与分析	37
第 3项。	有关市场风险的定量和定性披露	48
第 4项。	控制与程序	48

第二部分
第 1项。	法律诉讼	49
第 1A项。	风险因素	49
第 2项。	未注册的股权证券销售及所得款项用途	52
第 3项。	优先证券违约	52
第 4项。	矿山安全披露	52
第 5项。	其他信息	52
第 6项。	附件件	53

签名	54

前瞻性陈述

《1995年私人证券诉讼改革法案》为我们或代表我们作出的前瞻性陈述提供了安全港。本季度报告中的某些陈述，包括管理层讨论与分析部分中前瞻性展望章节的内容，以及我们或代表我们不时作出的其他书面和口头陈述，并非严格涉及历史或当前事实，可能包含反映我们对未来事件和财务业绩当前看法的前瞻性陈述。因此，这些陈述被视为“前瞻性陈述”，用于表达对未来事件的当前预期或预测。此类陈述可通过使用“可能”“能够”“将”“应该”“可能的”“计划”“预测”“预报”“潜在的”“预期”“估计”“预计”“预测”“打算”“相信”“可能影响”“进展顺利”“保证”“寻求”“目标”“将会”“承诺”“承担”及这些词语的否定形式，以及含义类似的词语和术语来识别。此外，任何涉及战略或交易目标（包括并购和资产剥离）、印度交易预期、运营规划或实施（包括技术和劳动力管理）、财务预测或目标（包括资本配置和税务影响）、外部或宏观经济风险（如供应链波动、贸易客户资不抵债和地缘政治状况）、法律、监管或可持续发展事项，或对未来事件或情形的其他描述的陈述，均属于前瞻性陈述。理解这些前瞻性陈述时，应考虑到此类陈述涉及各种已知和未知的风险与不确定性，并可能受到不准确假设的影响。因此，无法保证任何前瞻性陈述，实际结果可能存在重大差异。

Whirlpool 不承担更新这些声明的任何义务。诸多风险、突发事件和不确定性可能导致实际结果与 Whirlpool 的前瞻性声明存在重大差异。这些因素包括：(1) 家电行业竞争激烈，以及零售环境变化（包括直接面向消费者销售）的影响；(2) Whirlpool 维持或增加对重要贸易客户和建筑商销售额的能力；(3) Whirlpool 维护其声誉和品牌形象的能力；(4) Whirlpool 实现业务目标并成功管理其战略性业务组合转型及外包业务部门服务模式的能力；(5) Whirlpool 理解消费者偏好并成功开发新产品的能力；(6) Whirlpool 获得和保护知识产权的能力；(7) 与收购、剥离和投资相关的风险，包括与我们过往交易相关的风险；(8) 关键零部件及制造设备供应商能否及时且以具成本效益的方式向 Whirlpool 提供足够数量产品；(9) 与 Whirlpool 国际业务相关的风险；(10) Whirlpool 应对意外社会、政治和/或经济事件（包括流行病/大流行病）的能力；(11) 信息技术系统和云服务故障、数据安全漏洞、数据隐私合规、网络中断及网络安全攻击；(12) 产品责任和产品召回成本；(13) Whirlpool 吸引、培养和留住高管及其他合格员工的能力；(14) 劳资关系的影响；(15) 关键材料（包括钢材、树脂和基础金属）及零部件成本波动，以及 Whirlpool 抵消成本上涨的能力；(16) Whirlpool 管理外汇波动的能力；(17) 商誉、无形资产和/或存货减值费用的影响；(18) 医疗保健成本趋势、监管变化以及实际结果与估算之间的差异，这些因素可能增加养老金和退休后福利计划未来的资金义务；(19) 信用评级机构下调评级的影响；(20) 诉讼、税务及法律合规风险与成本；(21) 政府调查或第三方相关行动的影响及成本；(22) 法律和监管环境的变化，包括环境、健康与安全法规、数据隐私、税收和人工智能；(23) 外贸政策变化（包括关税）的影响；(24) Whirlpool 应对气候变化影响以及气候变化或其他环境法规影响的能力；(25) 全球经济的不确定性及经济状况变化；(26) 融资和流动性的不确定性，包括支付我们的强制可转换优先股股息；(27) 我们的强制可转换优先股转换所造成的稀释效应，以及以普通股支付潜在股息；(28) 我们的强制可转换优先股相对于普通股的清算优先权；(29) 我们的2031年和2034年到期的高级担保第二顺位票据导致运营灵活性降低；以及(30) 我们的资产支持贷款安排导致运营灵活性和流动性可用额度降低。

我们不承担更新任何前瞻性陈述的义务，并建议投资者查阅我们向 SEC 提交文件中的披露内容。我们无法预见或识别所有可能导致实际结果与预期结果或历史结果不同的因素。因此，投资者不应将上述因素视为可能导致实际结果与前瞻性陈述不同的所有风险、不确定性或因素的详尽说明。

有关这些及其他因素的更多信息，请参阅我们年度报告 Form 10-K 的“风险因素”部分，以及本报告第二部分第 1A 项中的更新内容。

除非另有说明，“Whirlpool”“本公司”“我们”“我们的”均指 Whirlpool Corporation 及其合并子公司。

网站披露

我们通常会在网站 whirlpoolcorp.com 的“投资者”栏目发布对投资者重要的信息。我们还计划更新此网页中的“热点问答”部分，以披露重大非公开信息，并履行 Regulation FD 规定的披露义务。因此，投资者除关注我们的新闻稿、SEC 文件、公开电话会议、演示文稿和网络直播外，还应查看我们网站的“投资者”栏目。本网页所载或可通过本网页访问的信息未以引用方式纳入本文档，亦不构成本文档的一部分。


第一部分：财务信息


第 1 项	财务报表


	页码
财务报表及补充数据
合并简明综合收益（亏损）表	5
合并简明资产负债表	6
合并简明现金流量表	7


		页码
合并简明财务报表附注（未经审计）
1.	列报基础	8
2.	收入确认	12

3.	存货	13
4.	物业、厂房及设备	13
5.	融资安排	13
6.	承诺与或有事项	17
7.	养老金及其他退休后福利计划	20
8.	套期及衍生金融工具	21
9.	公允价值计量	24
10.	股东权益	26
11.	重组费用	30
12.	所得税	31
13.	分部信息	32
14.	收购与剥离	35

WHIRLPOOL CORPORATION

合并简明综合收益（亏损）表（未经审计）

截至 9 月 30 日的期间

（百万美元，每股数据除外）


	三个月期间		九个月期间
	2026		2025		2026		2025

净销售额	$	3,677			$	4,033		$	10,467	$	11,426
费用
产品销售成本	3,204			3,439			9,137		9,615
毛利	473			594			1,330		1,811
销售、一般及管理费用	428			405			1,158		1,209
无形资产摊销	6			7			18		20
重组成本	35			6			108		17

出售及处置业务的亏损（收益）	—			(30)			(139)		(30)
营业利润	4			206			185		595
其他（收入）费用
利息及杂项（收入）费用	15			(5)			11		(41)
利息费用	102			92			241		256
所得税前收益（亏损）	(112)			120			(67)		381
所得税费用（收益）	8			33			25		105
权益法投资亏损（税后）	(118)			(11)			(140)		(46)
净收益（亏损）	(238)			76			(232)		229
减：归属于非控股权益的净收益（亏损）	(1)			3			(1)		20
归属于Whirlpool股东的净收益（亏损）	(237)			73			(231)		210
减：本期累计的强制可转换优先股股息	12			—			29		—
归属于Whirlpool普通股股东的净收益（亏损）	$	(249)			$	73		$	(260)	$	210
普通股每股数据
归属于Whirlpool的基本每股净收益（亏损）	$	(3.80)			$	1.30		$	(4.10)	$	3.76
归属于Whirlpool的稀释每股净收益（亏损）	$	(3.80)			$	1.29		$	(4.10)	$	3.74
已宣告股息	$	—			$	0.90		$	0.90	$	4.40
加权平均流通股数（百万股）
基本	65.5		56.1		63.4		55.9
稀释	65.5		56.5		63.4		56.1

综合收益（亏损）	$	(220)			$	92		$	(66)	$	(114)

随附附注是这些简明合并财务报表不可分割的组成部分。

WHIRLPOOL CORPORATION

简明合并资产负债表

（百万美元，股份数据除外）


	（未经审计）
	2026年9月30日		2025年12月31日

资产
流动资产
现金及现金等价物	$	1,103			$	669
应收账款，扣除备抵金额57和56，分别	1,320			1,276
存货	2,275			2,307

预付费用及其他流动资产	613			535
其他应收款	389			119
持有待售资产	17			17
流动资产合计	5,717			4,924
不动产，扣除累计折旧5,771和5,547，分别	2,219			2,194
使用权资产	928			796
商誉	3,103			3,103
对关联公司的投资	705			827
其他无形资产，扣除累计摊销481和464，分别	2,546			2,563
递延所得税	1,309			1,327
其他非流动资产	436			266
资产总计	$	16,963			$	16,001
负债和股东权益
流动负债
应付账款	$	3,446			$	3,704
应计费用	437			448
应计广告及促销费用	440			755
员工薪酬	175			208
应付票据	14			351
长期债务的流动部分	—			586
其他流动负债	481			460

流动负债合计	4,993			6,513
非流动负债
长期债务	6,838			5,583
养老金福利	83			64
退休后福利	91			92
租赁负债	863			669
其他非流动负债	380			365
非流动负债合计	8,255			6,773
股东权益
强制可转换优先股，8.50% A系列，每股面值1美元，授权发行1,000万股；截至2026年9月30日已发行并流通575,000股；截至2025年12月31日未发行且无流通股；清算优先权总额575	1			—
普通股，每股面值1美元，授权发行2.5亿股，已发行7,300万股和6,500万股，分别；流通股6,600万股和5,600万股，分别	73			65
资本公积	4,572			3,485
留存收益	1,012			1,330
累计其他综合亏损	(1,458)			(1,624)
库存股，分别为700万股和900万股	(473)			(530)
Whirlpool股东权益合计	3,726			2,726
非控股权益	(12)			(11)
股东权益合计	3,715			2,715
负债和股东权益总计	$	16,963			$	16,001

随附附注是这些合并简明财务报表不可分割的组成部分。

惠而浦公司

合并简明现金流量表（未经审计）

截至9月30日的期间

（百万美元）


	九个月期间
	2026		2025

经营活动
净收益（亏损）	$	(232)			$	229
将净收益调节为经营活动提供（使用）的现金：
折旧和摊销	290			246
商誉、无形资产及其他资产减值	46			2
出售资产和业务的损失（收益）	(187)			(30)
权益法投资损失，扣除税项	140			46
股份支付薪酬及其他	76			113
资产和负债变动：
应收账款	(104)			(258)
存货	50			(523)
应付账款	(306)			(59)
应计广告和促销费用	(318)			(208)
应计费用和流动负债	(32)			(52)
递延及应付税款，净额	(62)			(18)
应计养老金及退休后福利	18			5
员工薪酬	(38)			(39)
其他	(168)			(123)
经营活动提供（使用）的现金	(826)			(669)
投资活动
资本支出	(255)			(239)
购买先前租赁的资产	(157)			—
出售资产和业务所得款项	254			—





其他	9			—
投资活动提供（使用）的现金	(148)			(239)
融资活动
长期债务借款所得款项净额	1,972			1,200
长期债务净偿还额	(1,264)			(1,550)
短期借款所得款项（偿还额）净额	(336)			1,114
已付股息	(81)			(248)


发行普通股所得款项，扣除发行费用	524			—
发行强制可转换优先股所得款项，扣除发行费用	557			—
其他	8			(12)
融资活动提供（使用）的现金	1,380			503
汇率变动对现金及现金等价物的影响	28			64

现金及现金等价物增加（减少）	434			(341)
年初现金及现金等价物	669			1,275
期末现金及现金等价物	$	1,103			$	934

随附附注是这些合并简明财务报表不可分割的组成部分。

合并简明财务报表附注（未经审计）

（1）编制基础

一般信息

随附的未经审计合并简明财务报表按照美国公认会计原则（“GAAP”）关于中期财务信息的规定，以及10-Q表格说明和S-X条例第10条编制。因此，报表未包含美国公认会计原则要求完整财务报表列示的所有信息或脚注。因此，本10-Q表格应与我们截至2025年12月31日止年度的10-K表格中的合并财务报表及随附附注一并阅读。

管理层认为，随附的合并简明财务报表反映了其认为公允列报中期所必需的所有调整，包括正常的经常性项目。

我们需要作出估计和假设，这些估计和假设会影响合并简明财务报表及其附注中列报的金额。实际结果可能与这些估计存在重大差异。

我们已在合并简明财务报表中抵销所有重大公司间交易。除非某公司被认定为可变利益实体（“VIE”），且我们是其主要受益人，否则我们不会合并我们持有50%或以下所有权权益的公司的财务报表。当公司是这些实体的主要受益人，并有能力直接影响其活动时，我们会合并VIE。

合并简明财务报表及所列报表中的某些列和行可能因四舍五入而无法相加得出总数，百分比则根据未四舍五入的金额计算。

重新分类

我们对合并简明财务报表中的某些前期金额进行了重新分类，以符合本年度的列报方式。

风险与不确定性

本文所列合并简明财务报表反映了管理层截至2026年9月30日作出的估计和假设。

这些估计和假设会影响（除其他事项外）公司的商誉、长期资产和使用寿命不确定的无形资产估值；存货估值；年度有效税率的评估；递延所得税和所得税或有事项的估值；以及预期信用损失和坏账准备。2026年10月 27日之后发生的事件及情况变化，包括宏观经济波动（包括贸易和关税方面的波动）以及持续中的国际冲突所造成的影响，将反映在管理层对未来期间的估计中。

商誉和使用寿命不确定的无形资产

我们继续关注全球经济的重大不确定性，以评估产品需求前景及其对业务和整体财务业绩的影响。2025年10月1日进行的年度评估结果表明，JennAir商标的账面价值超过其公允价值1.06亿美元。截至2026年9月30日，该商标仍存在未来减值风险。InSinkErator、Maytag和Amana商标截至2026年9月30日也存在减值风险。我们各报告单位的商誉目前不存在未来减值风险。

需求中断、生产受影响或供应受限的潜在影响，以及其他诸多因素，可能会对JennAir、InSinkErator、Maytag和Amana商标的收入造成不利影响，但我们仍致力于采取必要的战略行动，以实现这些商标的长期预测收入和盈利能力。

若市场状况未能复苏或进一步恶化，或我们的 JennAir、InSinkErator, Maytag, 和 Amana 商标的财务表现持续弱于预期，以及其他因素，若由宏观经济因素或其他不可预见事件所致，可能会导致未来期间确认减值费用，从而对我们的财务报表产生重大不利影响。

根据我们的分析，并综合考虑所有事件和情况，2026 年第三季度未发现任何减值触发事件。

所得税

根据美国公认会计原则，公司根据全年预计有效税率计算季度税项拨备，并在每个季度根据某些离散项目进行调整。宏观经济状况可能发生变化且具有波动性，从而导致税前收益预测出现波动。因此，随着不可预测事件对税前收益预测产生影响，公司的有效税率可能出现波动。

此外，贸易和关税格局、持续的国际冲突及相关制裁，或业务出售和新税法等其他因素可能引发未来经济进一步恶化，从而对某些递延所得税资产的可实现性和/或估值造成负面影响。

其他会计事项

合成租赁安排

我们与金融机构就非核心资产订有多项合成租赁安排。租赁合同包含购买、延长原租期或返还物业的选择权条款。截至2026年9月30日和2025年12月31日，这些安排包含最高约96 million和504 million的剩余价值担保，这些担保未来可能需要履行。我们认为，极不可能因这些担保而欠付任何重大金额。因此，用于计量使用权资产和租赁负债的租赁付款额中未包含与剩余价值担保相关的重大金额。

与合成租赁安排相关，我们与多家银行订有不可撤销信用证安排，为各项租赁协议项下的履约提供担保，合计金额为147 million。这些工具将于2027年前的不同日期到期。截至2026年9月30日，这些信用证项下尚未提取任何款项。由于根据担保履约的可能性被认为极低，我们未就这些工具确认负债。这些信用证项下未来潜在付款的最高金额等于其借款额度。

截至2026年9月30日，这些租赁被分类为经营租赁。我们已评估这些条款的合理确定性，以确定适当的租赁期限。租赁使用我们的增量借款利率计量，并计入合并简明资产负债表中的使用权资产和租赁负债。租金按适用参考利率加一定利差计算。租金的影响微不足道。

2026年3月，我们购买了此前受合成租赁协议约束的五项非核心资产，支付1.57亿美元取得相关资产的法定所有权。支付的对价与租赁负债账面金额之间的差额，作为对所购房产成本基础的调整，计入扣除累计折旧后的房产净额。简明合并现金流量表将支付的1.57亿美元列入“购买此前租赁的资产”。与这些交易相关的费用对本季度业绩没有重大影响。

2026年6月，公司出售并回租了两项非核心资产，净所得约为1.11亿美元。该等房产的初始年租金总额约为每年900万美元，初始租期为16年，并按年递增。根据租赁协议条款，公司负责支付所有税费、保险费和公用事业费用，并须在租期内妥善维护房产。每份租约均包含一个10年续租选项。

该交易符合售后回租会计处理要求。因此，公司确认了房产出售，由此产生的约2100万美元收益计入截至2026年6月30日止三个月和六个月的简明合并损益表中的产品销售成本。简明合并现金流量表将1.11亿美元所得款项列入“出售资产和业务所得款项”。

2026年9月，公司出售并回租了一项非核心资产，净所得约为5900万美元。该房产的初始年租金总额约为每年500万美元，初始租期为15年，并按年递增。根据租赁协议条款，公司负责支付所有税费、保险费和公用事业费用，并须在租期内妥善维护房产。公司有四个连续的5年续租选项。

该交易符合售后回租会计处理要求。因此，公司确认了房产出售，由此产生的约2800万美元收益计入截至2026年9月30日止九个月的简明合并损益表中的销售成本费用。简明合并现金流量表将5900万美元所得款项列入“出售资产和业务所得款项”。

供应链融资安排

公司在全球与多家第三方签有持续协议，使某些供应商有机会自行决定是否将应收我们的款项出售给参与的金融机构，金融机构也可自行决定是否购买。根据这些协议，平均付款期限为120至180天，并依据我们各业务部门的行业标准和最佳实践确定。Whirlpool未将任何资产质押作为全球计划的一部分。

我们对这些应收款项的出售没有经济利益，也与提供这些服务的金融机构不存在直接财务关系。对于某些安排，公司将为全资子公司所欠的应收款项提供担保。我们对供应商的义务，包括应付金额和计划付款条款，不受影响。所有这些计划下的未偿余额均记录在我们的合并简明资产负债表中的应付账款项下。下表汇总了所列期间未偿义务的变化：


百万美元	未偿义务
截至2025年12月31日的未偿已确认义务	$	772
期间内确认的发票	1,406
期间内支付的已确认发票	(1,550)
外币影响	22
截至2026年9月30日的未偿已确认义务	$	650

权益法投资

我们的主要权益法投资包括持有 Whirlpool China 的部分股权，该实体此前由公司控制；以及持有 Whirlpool India 的部分股权，该实体此前也由公司控制。Whirlpool China 和 Whirlpool India 均被视为关联方。更多信息请参见合并简明财务报表附注14。

2026年6月，我们与 Arcelik 达成协议，将 Whirlpool 持有的 Beko Europe B.V.（“Beko”）剩余25%股权出售给 Beko BV（Arcelik 的子公司），加快并终止与2022年8月俄罗斯业务剥离相关的某些递延权利，并简化或取消 Whirlpool 与 Arcelik 之间的某些长期义务和负债。此外，根据协议条款，Whirlpool 获得现金对价，并取得 Arcelik 约2.9%的股权。现有的品牌许可和供应协议保持不变。

与该交易相关，我们收到净现金所得款项84 million，并获得 Arcelik 2.9%的股权，该股权在交易日的估值为44 million；截至2026年6月30日的三个月和六个月期间，我们确认收益139 million。交易总额包括出售我们持有的 Beko 股权所得82 million、终止俄罗斯协议所得46 million，以及解除此前计提的赔偿责任和其他综合收益所得11 million。

下表汇总了所列期间与公司主要权益法投资相关的金额。


百万美元	报告滞后期	2026年9月30日	2025年12月31日

持股比例		账面金额	持股比例	账面金额
Beko Europe B.V.	1个月	—	%	$	—	25	%	$	19
Whirlpool China	1个月	20	%	$	191	20	%	$	196
Whirlpool India	3个月	40	%	$	471	40	%	$	599

截至2026年9月30日，根据报价市场价格计算，我们在 Whirlpool China 的投资公允价值为171 million。

2025年11月，我们完成了一项市场交易，将我们在Whirlpool India的持股比例从51%降至约40%。2025年12月1日终止合并时，Whirlpool India投资的公允价值为$599 million，依据报价市场价格（第1级输入）确定。出售日Whirlpool India投资的公允价值超过公司按比例享有的Whirlpool India底层净资产份额约$448 million。该基础差额分配如下：$94 million分配至可辨认无形资产（主要是客户关系），并按18年的使用寿命摊销；$18 million分配至其他资产，并按最长10年的使用寿命摊销。剩余差额$336 million确认为权益法商誉，不予摊销，但作为整体投资的一部分进行减值监测。

截至2026年9月30日，我们在Whirlpool India的投资公允价值为$471 million，依据印度国家证券交易所报价市场价格（第1级输入）确定。主要由于市场价格持续承压，公司认定市场价值低于账面价值的跌幅属于非暂时性。因此，2026年第三季度，公司确认了$124 million的非现金减值费用，将该投资的账面价值减记至其公允价值。该减值费用在《简明合并综合收益表》的“权益法投资损失，税后净额”项目中确认。该减值缩小了权益法投资账面金额与公司在终止合并日按比例享有的资产份额之间的差额。因此，权益法商誉减至$212 million。

管理层认定，截至2026年9月30日，公司剩余的权益法投资不存在其他非暂时性减值迹象。

下表汇总了所列期间内与公司主要权益法投资相关的入账金额。


百万美元	2026年9月30日		2025年12月31日


应付账款	$	167		$	198


百万美元	截至9月30日的九个月
2026		2025




采购额	$	240	$	283

所列期间，来自权益法投资及其子公司的许可收入并不重大。所列期间，与这些投资之间也不存在重大应收账款或销售额。

更多信息请参见简明合并财务报表附注14。

已发布但尚未生效的会计公告

2024年11月，FASB发布了《更新第2024-03号：利润表——综合收益报告——费用分类披露（子主题220-40）》。该更新适用于所有上市商业实体。FASB发布此更新旨在改进上市公司费用披露，并回应投资者对更详细了解常见费用项目（如销售成本、SG&A以及研发）中各类费用（包括存货采购、员工薪酬、折旧、摊销和损耗）的需求。新准则适用于2026年12月15日之后开始的年度期间，以及2027年12月15日之后开始的中期报告期间。允许提前采用。本公司目前正在评估采用该新准则的影响。

2025年12月，FASB发布了更新第2025‑07号《衍生工具和套期保值（主题815）及与客户合同收入（主题606）：范围细化和基于股份的非现金对价》。修订内容为某些合同或嵌入特征引入了一项新的范围例外，这些合同或嵌入特征的标的基于合同一方特有的运营或活动。该ASU还澄清了收到客户基于股份的非现金对价的会计处理，规定此类对价通常按照主题606进行会计处理，直至收取或保留该对价的权利成为无条件。本准则适用于2026年12月15日之后开始的财政年度，包括这些财政年度内的中期期间。允许提前采用。本公司目前正在评估采用该新准则的影响。

所有其他已发布但尚未生效的会计准则与本公司无关或不重大。

(2) 收入确认

收入细分

下表列示了按收入来源细分的收入。有关按经营分部细分收入的更多信息，请参阅合并简明财务报表附注13。


	截至9月30日止三个月，		截至9月30日止九个月，
百万美元	2026		2025		2026		2025
主要产品类别：
洗衣	$	1,084			$	1,150		$	3,129	$	3,251
制冷	1,088			1,251			3,057		3,575
烹饪	902			973			2,490		2,632
洗碗	276			310			809		877
主要产品类别净销售额合计	$	3,350			$	3,684		$	9,485	$	10,335
备件和保修	131			138			404		410
其他	195			210			579		680
净销售额合计	$	3,677			$	4,033		$	10,467	$	11,426

其他收入来源主要包括InSinkErator业务、订阅安排和许可产生的收入。

截至2026年9月30日止三个月和九个月，与前期履约义务相关的收入影响低于全球合并收入的1%。

预期信用损失准备和坏账费用

我们主要采用账龄分析法估算预期信用损失和坏账费用，并针对信用风险较高的贸易客户设立特定准备金。我们在各运营分部内评估和管控预期信用损失及坏账费用，同时考虑各国家、市场和经济环境特有的信用风险。在制定准备金时，我们会考虑过去发生的事件、当前状况以及合理且有依据的预测。

下表汇总了截至2026年9月30日止九个月按运营分部划分的预期信用损失和坏账费用准备金：


百万美元	2025年12月31日		计入收益	核销	外币折算	其他	2026年9月30日
应收账款准备金
MDA北美	$	12			$	(2)		$	(1)		$	—	$	—	$	10
MDA拉丁美洲	39			5		(1)		—		—		43
SDA全球	3			—		—		—		—		3
其他	2			(1)		—		—		—		1

合并	$	56			$	2		$	(2)		$	—	$	—	$	57
融资应收款准备金
MDA拉丁美洲(1)	$	26			$	46		$	—		$	1	$	—	$	73


合并	$	82			$	48		$	(2)		$	1	$	—	$	130

(1) 2026年第三季度，公司因拉丁美洲一名重要贸易客户破产重组而产生的担保责任，计提了$46 百万美元费用。更多信息请参阅合并简明财务报表附注6。

(3) 存货

下表汇总了我们截至2026年9月30日和2025年12月31日的存货：


百万美元	2026年9月30日		2025年12月31日

产成品	$	1,753			$	1,750
原材料和在制品	522			557
存货总额	$	2,275			$	2,307

(4) 不动产、厂房及设备

下表汇总了我们截至2026年9月30日和2025年12月31日的不动产、厂房及设备：


百万美元	2026年9月30日		2025年12月31日
土地	$	26			$	26
建筑物	1,081			1,024
机器和设备	6,882			6,691
累计折旧	(5,771)			(5,547)
不动产、厂房及设备净额	$	2,219			$	2,194

截至2026年和2025年9月30日止九个月，处置资产的账面净值分别为$128百万美元和$6 百万美元。剔除合并简明财务报表附注1所述售后回租交易的影响后，截至2026年和2025年9月30日止九个月的处置净收益均不重大。

(5) 融资安排

债券发行

2026年6月16日，我们发行了本金总额为$1.0 十亿美元、利率为7.500%、2031年到期的优先担保第二留置权票据（“2031年票据”），以及本金总额为$1.0 十亿美元、利率为7.875%、2034年到期的优先担保第二留置权票据（“2034年票据”，与2031年票据合称“担保票据”）。担保票据依据日期为2026年6月16日的契约（“契约”）发行，契约签约方包括本公司、其他参与其中的担保人以及作为受托人的U.S. Bank Trust Company, National Association

以及票据抵押代理人。经修订的《1933年证券法》未对担保票据的出售进行注册，且该票据依据第144A条以私募方式出售。

担保票据由本公司的每一家美国和加拿大子公司提供担保，前提是该子公司是我们资产担保循环信贷额度（“ABL信贷额度”）的借款人或担保人。票据及相关担保以第二顺位设定担保，但须遵守许可留置权和除外资产（均定义见契约）；ABL信贷额度项下的债务则以第一顺位设定担保。我们将发行担保票据所得的净收益用于支付全部1.250% 2026年到期优先票据和1.100% 2027年到期优先票据的对价；这些票据由本公司全资子公司发行。此外，我们还结合ABL信贷额度项下的借款，偿还了此前未偿还的无担保循环信贷额度。无担保循环信贷额度及优先票据已于2026年7月1日或之前全部偿还。

契约限制（除其他事项外）我们及子公司进行以下行为的能力：(i) 产生或担保额外债务，或发行不合格股票或某些优先股；(ii) 支付股息、就股权作出其他分配或进行其他受限付款；(iii) 对某些资产设定担保债务的留置权；(iv) 进行某些投资；(v) 出售或以其他方式处置某些资产；(vi) 合并、兼并、出售或以其他方式处置我们的全部或实质上全部资产；以及(vii) 将我们的子公司指定为非受限子公司。这些契约条款受多项重要限制和例外约束，涉及我们处置资产、进行投资、产生额外债务、设定留置权和进行受限付款的能力；具体规定见于2026年6月16日提交的Form 8-K所附契约。契约规定了惯常的违约事件（某些情况下适用惯常的宽限期和补救期）。此外，如果发生特定类型的控制权变更，我们必须提出以相当于票据本金101%的购买价格，另加应计未付利息，购买全部票据。如果我们出售某些资产，可能需要提出以所得净收益购买某一系列票据，购买价格为其本金的100%，另加截至回购日（不含该日）的任何应计未付利息。

2025年6月9日，公司与 Mizuho Securities USA LLC、BNP Paribas Securities Corp.、Citigroup Global Markets Inc.、J.P. Morgan Securities LLC 和 Wells Fargo Securities, LLC（作为协议中所列各承销商的代表）签订了承销协议，涉及公司公开发行本金总额为 $600 million、利率为 6.125%、2030 年到期的优先票据，以及本金总额为 $600 million、利率为 6.500%、2033 年到期的优先票据（统称“2030 年和 2033 年票据”）。本次发行依据 Form S-3 注册声明（文件编号 333-276169）进行，相关的初步招股说明书补充文件和招股说明书补充文件此前均已向美国证券交易委员会提交。2025年6月11日，公司完成了 2030 年和 2033 年票据的发行。

2030 年和 2033 年票据包含限制公司设定某些留置权或进行某些售后回租交易的契约。此外，如果发生特定类型的控制权变更，我们必须提出以票据本金金额的 101% 加应计未付利息的价格，购买全部 2030 年和 2033 年票据。公司将发行 2030 年和 2033 年票据所得净款项用于偿还下文所述定期贷款协议的部分贷款。

定期贷款协议

2022年9月23日，公司与 Sumitomo Mitsui Banking Corporation（“SMBC”）签订了定期贷款协议。SMBC 担任行政代理、银团代理及贷款人；其他若干金融机构担任贷款人。SMBC、BNP Paribas、ING Bank N.V., Dublin Branch、Mizuho Bank, Ltd. 和 Societe Generale 担任联席牵头安排人和银团代理；The Bank of Nova Scotia 和 Bank of China, Chicago Branch 担任文件代理；SMBC 担任该定期贷款协议的唯一簿记行。该协议规定贷款人承诺总额为 $2.5 billion。公司按延迟提款方式使用定期贷款融资所得款项，为收购 Emerson Electric Co.（“Emerson”）旗下 InSinkErator 业务的 $3.0 billion 购买价款提供大部分资金。该收购载于 Whirlpool 与 Emerson 于2022年8月7日签订的资产及股份购买协议（“收购协议”）。

定期贷款融资分为两批：一批金额为 $1 billion，到期日为2024年4月30日，其中 $500 million 于2023年12月偿还，剩余 $500 million 于2024年4月偿还；

另一批金额为 $1.5 billion，到期日为2025年10月31日，其中 $1.2 billion 于2025年6月偿还，剩余 $300 million 于2025年10月偿还。截至2025年12月31日，定期贷款已全部偿还。

信贷额度

2022年5月3日，本公司与若干其他借款人、协议中所述贷款人、作为行政代理人的JPMorgan Chase Bank, N.A.以及作为银团代理人的Citibank, N.A.签订了《第五次修订及重述长期信贷协议》（“修订后长期信贷额度”）。BNP Paribas、Mizuho Bank, Ltd.和Wells Fargo Bank, National Association担任文件代理。JPMorgan Chase Bank, N.A.、BNP Paribas Securities Corp.、Citibank, N.A.、Mizuho Bank, Ltd.和Wells Fargo Securities, LLC担任修订后长期信贷额度的联席牵头安排人及联席簿记行。与本公司此前的信贷协议一致，修订后长期信贷额度提供总额35亿美元的借款额度。截至2026年6月16日，长期信贷协议已终止，并由资产抵押信贷额度取代。

资产抵押信贷额度

2026年6月16日，我们与本公司、若干其他借款人及担保人、协议中所述贷款人以及作为行政代理人的JPMorgan Chase Bank, N.A.签订了《ABL信贷及担保协议》（“ABL信贷协议”）。JPMorgan Chase Bank, N.A.、BNP Paribas Securities Corp.、Citibank, N.A.、Mizuho Bank, Ltd.、Wells Fargo Bank, National Association、BMO Capital Markets Corp、Goldman Sachs Bank USA、PNC Bank, National Association和TD Bank, N.A.担任ABL信贷协议的联席牵头安排人及联席簿记行。The Bank of Nova Scotia、Fifth Third Bank, National Association、The Huntington National Bank和Standard Chartered Bank担任文件代理。ABL信贷额度提供最高20亿美元的本金总额，但须以符合条件的应收账款、库存、知识产权、机械设备、信用卡应收款及合格现金组成的借款基数为限。ABL信贷额度下的借款可用于营运资金需求及其他一般公司用途。随着ABL信贷协议生效，我们此前的长期信贷协议已全额偿还，其项下承诺亦已终止。

应付利率取决于我们的可用额度（定义见ABL信贷协议）。借款按期限SOFR利率、替代基准利率或其他适用基准利率加适用利差计息，年利差为0.50%至2.00%；我们可自行选择，具体取决于借款币种及类型。

ABL 信贷协议包含惯常的契约和保证，其中包括一项弹性财务契约：在任何期间内，当可用额度低于额度上限（定义见 ABL 信贷协议）的 10% 与 1.35 亿美元两者中的较高者时，直至可用额度连续 20 天超过该门槛，要求最近结束的四季度期间的合并固定费用覆盖率不低于 1.00 比 1.00。协议还包含此类担保循环信贷融资惯常的若干运营和信息契约，限制（其中包括）我们：(i) 产生或担保额外债务，或发行不合格股票或某些优先股；(ii) 就股权支付股息或进行其他分配，或进行其他受限付款；(iii) 对某些资产设定担保债务的留置权；(iv) 进行某些投资；(v) 出售或以其他方式处置某些资产；以及 (vi) 合并、兼并、出售或以其他方式处置全部或绝大部分资产的能力。这些契约受若干重要限制和例外条款约束。ABL 信贷协议规定了惯常的违约事件（某些情况下适用惯常的宽限期和补救期）。截至 2026 年 9 月 30 日，我们的 ABL 信贷额度未提取任何金额。

除承诺金额为 20 亿美元的 ABL 信贷额度外，截至 2026 年 9 月 30 日和 2025 年 12 月 31 日，我们还在巴西拥有一项承诺信贷额度。根据当时有效的汇率，该巴西承诺信贷额度在 2026 年 9 月 30 日最高可提供约 1.93 亿美元借款，在 2025 年 12 月 31 日最高可提供 1.82 亿美元借款。该巴西承诺信贷额度分为若干期，期限至 2027 年和 2028 年到期。

截至 2026 年 9 月 30 日和 2025 年 12 月 31 日（根据先前的信贷额度），我们分别在承诺信贷额度下提取了 0 百万美元和 2.5 亿美元。

子公司担保和留置权

根据我们于 2026 年 6 月 16 日完成的再融资交易，我们的 ABL 信贷额度和有担保票据项下借款均由作为 ABL 信贷额度义务人的各家美国和加拿大子公司（“子公司担保人”）以优先担保方式提供全面且无条件的担保。我们和子公司担保人在 ABL 信贷额度项下的义务，以合格资本、应收账款、存货、知识产权以及机械设备上的第一优先留置权作担保。同时，有担保票据项下的义务及相关子公司担保，以同一资产抵押池上的次级留置权作第二顺位担保。

应付票据

应付票据包括应付银行的短期借款或商业票据，通常用于满足营运资金需求。由于这些债务期限较短，我们应付票据的公允价值接近其账面金额。信用评级被下调至投资级以下，降低了我们进入商业票据市场的渠道，并提高了相关融资成本。

下表汇总了截至 2026 年 9 月 30 日和 2025 年 12 月 31 日应付票据的账面价值：


百万美元	2026年9月30日		2025年12月31日
商业票据	$	—			$	80
应付银行的短期借款	14			271
应付票据总额	$	14			$	351

金融资产的转让与服务

为管理经济和地理区域贸易客户风险，公司会不时将某些客户的应收账款余额转让给金融机构，主要是无追索权转让，因此在利息及杂项（收入）费用中记录的影响微乎其微。这些交易按应收账款出售进行会计处理，因此应收账款从合并简明资产负债表中终止确认。这些转让不要求公司持续参与。

应收账款保理

During the second quarter of 2026, Whirlpool entered into a Receivables Purchase Agreement with a financial institution, under which eligible trade receivables are sold and derecognized from the balance sheet in accordance with ASC 860, with maximum availability of $200 million as of June 30, 2026, of which $135 million was utilized during the quarter. Sale proceeds consist of a combination of cash and a deferred purchase price receivable, which is recorded at fair value using a discounted cash flow model and approximates face value given the short-duration nature of the underlying receivables. All amounts were settled during the quarter ended September 30, 2026.

During the third quarter of 2026, Whirlpool amended the Receivables Purchase Agreement which eliminated the deferred purchase price receivable on all future trade receivable sales. Under the amended agreement, eligible trade receivables are sold and derecognized from the balance sheet in accordance with ASC 860, Transfers and Servicing, with a program capacity of up to $250 million. In connection with the amended agreement, Wells Fargo has a first-priority security interest in the unsold trade receivables subject to the program.

Certain arrangements include servicing of transferred receivables by Whirlpool. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were $157 million as of September 30, 2026 and $233 million as of December 31, 2025. The amount of cash proceeds received under these arrangements was $433 million and $412 million for the nine months ended September 30, 2026 and 2025, respectively.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

(6) COMMITMENTS AND CONTINGENCIES

OTHER MATTERS

BEFIEX Credits and Other Brazil Tax Matters

In previous years, our Brazilian operations earned tax credits under the Brazilian government's export incentive program (BEFIEX). These credits reduced Brazilian federal excise taxes on domestic sales.

Our Brazilian operations have received tax assessments for income and social contribution taxes associated with certain monetized BEFIEX credits. We do not believe BEFIEX credits are subject to income or social contribution taxes. We have not provided for income or social contribution taxes on these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments at September 30, 2026. The total amount of outstanding tax assessments received for income and social contribution taxes relating to the BEFIEX credits, including interest and penalties, is approximately 2.8 billion Brazilian reais (approximately $545 million at September 30, 2026).

Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an aggregate amount of $26 million, adjusted for currency, on the purchase of raw materials used in production (\"IPI tax credits\"). The Brazilian tax authority subsequently challenged the recording of IPI tax credits. No such credits have been recognized since 2004. In 2009, we entered into a Brazilian government program (\"IPI Amnesty\") which provided extended payment terms and reduced penalties and interest to encourage taxpayers to resolve this and certain other disputed tax credit amounts. As permitted by the program, we elected to settle certain debts through the use of other existing tax credits and recorded charges of approximately $34 million in 2009 associated with these matters. In July 2012, the Brazilian revenue authority notified us that a portion of our proposed settlement was rejected and we received tax assessments of 318 million Brazilian reais (approximately $61 million at September 30, 2026), reflecting interest and penalties to date. The government's assessment in this case relies heavily on its arguments regarding taxability of BEFIEX credits for certain years, which we are disputing in one of the BEFIEX government assessment cases cited in the prior paragraph. In October 2025, we received a negative decision at the Brazil Supreme Court in the IPI Amnesty case. We have initiated litigation against foreclosure of the largest portion of the tax amounts at issue, representing substantially all of the amounts at issue in the IPI Amnesty case.

We have received tax assessments from the Brazilian federal tax authorities relating to amounts allegedly due regarding insurance taxes (PIS/COFINS) for tax credits recognized since 2007. These credits were recognized for inputs to certain manufacturing and other business processes. These assessments are being challenged at the administrative and judicial levels in Brazil. The total amount of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 458 million Brazilian reais (approximately $88 million at September 30, 2026). Based on the opinion of our tax and legal advisors, we have not accrued any amount related to these assessments.

We and other Brazil taxpayers have filed lawsuits in Brazil challenging DIFAL, an interstate tax equalization regime. In November 2023, in a leading (non-Whirlpool) case, the Brazil Supreme Court issued a decision upholding the constitutionality of DIFAL levied for the majority of 2022. While this lawsuit is still pending, on October 21, 2025, the Brazil Supreme Court issued a decision in a separate (non-Whirlpool) case, upholding the constitutionality of DIFAL levied on taxpayers, but partially mitigating the impact for those, like Whirlpool, that filed lawsuits to challenge DIFAL before December 2023. We continue to evaluate the impact of the decision as applied to the specific facts of our pending DIFAL cases in various states in Brazil. We have accrued amounts related to DIFAL levied in certain states in Brazil, but have not accrued amounts in certain others based on the opinion of our tax and legal advisors. Our total unreserved amounts related to DIFAL-related contingency is approximately 579 million Brazilian reais (approximately $112 million at September 30, 2026).

In the first quarter of 2026, we received a favorable final Brazil Supreme Court decision related to DIFAL payments made between 2016 and 2021, and recorded a gain of approximately $35 million, primarily in cost of products sold, related to credits that we expect to monetize in future periods. In the second quarter of 2026, we recorded an additional $8 million gain related to the decision.

In addition to the BEFIEX, IPI tax credit, PIS/COFINS inputs and DIFAL matters noted above, other assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and other matters, are at various stages of review in numerous administrative and judicial proceedings. We are vigorously defending our positions related to BEFIEX credits and other Brazil Tax Matters. The amounts related to these assessments will continue to be increased by monetary adjustments at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank. In the second quarter of 2026, we recorded a gain of approximately $27 million, primarily in cost of products sold, related to a favorable Brazil Supreme Court decision in a labor tax matter. In accordance with our accounting policies, we routinely assess these matters and, when necessary, record our best estimate of a loss.

Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve. Amounts at issue in potential future litigation could increase as a result of interest and penalties in future periods. Accordingly, it is possible that an unfavorable outcome in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Legacy EMEA Legal Matters

Competition Investigation

In 2013, the French Competition Authority (\"FCA\") commenced an investigation of appliance manufacturers and retailers in France, including Whirlpool and Indesit. The FCA investigation was split into two parts, and in December 2018, we finalized a settlement with the FCA on the first part of the investigation. The second part of the FCA investigation, focused primarily on manufacturer interactions with retailers, has concluded. The Company agreed to a preliminary settlement range with the FCA and recorded a charge of approximately $69 million in the first half of 2023.

On December 19, 2024, the FCA's college issued its final decision, setting the final fine amount at $75 million (based on exchange rates at December 31, 2024), with $46 million attributable to Whirlpool's France business and $29 million attributable to Indesit's France business. The Company paid Beko Europe approximately $57 million in the second quarter of 2025 to satisfy indemnification obligations related to this fine, with the remainder satisfied by cash provided in connection with transaction closing. Under the terms of a settlement with Indesit's former owners, the Company received approximately $11 million out of escrow from the former owners in the second quarter of 2025. A nominal amount was recorded in the second quarter of 2025 related to the net impact of final amounts paid and received.

Latin America Tax Review

In the first quarter of 2023, we accrued an immaterial amount in our Consolidated Condensed Financial Statements related to prior-period Value Added Tax (VAT) remittances in our Latin America region. We have resolved certain aspects of this matter and the overall financial statement impact of such resolution has thus far been immaterial. We continue to review tax matters within the region for any potential additional impacts, if any; certain matters could have a material adverse effect on our financial statements in any particular reporting period.

Other Litigation

We are currently vigorously defending a number of other lawsuits related to the manufacture and sale of our products which include class action allegations, and may become involved in similar actions. These lawsuits allege claims which include negligence, breach of contract, breach of warranty, product liability and safety claims, false advertising, fraud, intellectual property infringement, and violation of federal and state regulations, including consumer protection laws. In general, we do not have insurance coverage for class action lawsuits. We are also involved in various other legal actions arising in the normal course of business, for which insurance coverage may or may not be available depending on the nature of the action. We dispute the merits of these suits and actions, and intend to vigorously defend them. Management believes, based upon its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements.

Product Warranty Reserves

Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Condensed Balance Sheets. The following table summarizes the changes in total product warranty reserves for the periods presented:


	Product Warranty
Millions of dollars	2026		2025
Balance at January 1(1)	$	151			$	196
Issuances/accruals during the period	151			165
Settlements made during the period/other	(158)			(163)

Balance at September 30	144			198
Current portion	124			135
Non-current portion	20			63
Total	$	144			$	198

(1) In Q4 2025, the product warranty reserve, and subsequent movements of the reserve, of our Whirlpool India business were deconsolidated.

In the normal course of business, we engage in investigations of potential quality and safety issues. As part of our ongoing effort to deliver quality products to consumers, we are currently investigating certain potential quality and safety issues globally. As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.

Guarantees

We have guarantee arrangements in a Brazilian subsidiary. For certain creditworthy customers, the subsidiary guarantees customer lines of credit at commercial banks to support purchases following its normal credit policies. If a customer were to default on its line of credit with the bank, our subsidiary would be required to assume the line of credit and satisfy the obligation with the bank. At September 30, 2026 and December 31, 2025, the guaranteed amounts totaled 1.7 billion Brazilian reais (approximately $320 million at September 30, 2026) and 2.1 billion Brazilian reais (approximately $380 million at December 31, 2025), respectively. During the third quarter of 2026, the Company recorded a charge of $46 million under this guarantee related to the bankruptcy reorganization of a significant trade customer in Latin America in selling, general and administrative expense in the Consolidated Condensed Statements of Income (Loss) for the nine months ended September 30, 2026. The fair value of these guarantees were nominal at December 31, 2025. Our subsidiary insures against a significant portion of this credit risk for these guarantees, under normal operating conditions, through policies purchased from high-quality underwriters.

We provide guarantees of indebtedness and lines of credit for various consolidated subsidiaries. The maximum contractual amount of indebtedness and lines of credit available under these lines for consolidated subsidiaries totaled approximately $1.2 billion at September 30, 2026 and $3.3 billion at December 31, 2025, respectively. The decrease for the nine months ended September 30, 2026 was primarily driven by the early repurchase of senior notes issued by Whirlpool Finance Luxembourg S.a.r.l. as well as adjusted values resulting from entering into the ABL Credit Agreement. Our total short-term outstanding bank indebtedness under guarantees was $14 million and $21 million at September 30, 2026 and December 31, 2025, respectively.

(7) PENSION AND OTHER POSTRETIREMENT BENEFIT PLANS

The following table summarizes the components of net periodic pension cost and the cost of other postretirement benefits for the periods presented:



	Three Months Ended September 30,
	United States Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
Millions of dollars	2026		2025		2026		2025	2026		2025
Service cost	$	—			$	—		$	—		$	—		$	—	$	—
Interest cost	22			24			1		1		2		2
Expected return on plan assets	(27)			(30)			—		—		—		—
Amortization:
Actuarial loss	12			10			—		—		(1)		—
Prior service credit	—			—			—		—		—		(1)
Settlement and curtailment (gain) loss	—			—			—		—		—		—
Net periodic cost	$	7			$	4		$	1		$	1		$	1	$	1



	Nine Months Ended September 30,
	United States Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
Millions of dollars	2026		2025		2026		2025	2026		2025
Service cost	$	2			$	1		$	1		$	1		$	—	$	—
Interest cost	67			73			3		3		5		5
Expected return on plan assets	(81)			(89)			—		(1)		—		—
Amortization:
Actuarial loss	36			30			1		1		(3)		—
Prior service credit	—			—			—		—		—		(2)
Settlement and curtailment (gain) loss	—			—			—		(2)		—		—
Net periodic benefit cost (credit)	$	23			$	15		$	5		$	2		$	2	$	3

The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the periods presented:



	Three Months Ended September 30,
	United States Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
Millions of dollars	2026		2025		2026		2025	2026		2025
Operating (profit) loss	$	—			$	—		$	—		$	—		$	—	$	—
Interest and sundry (income) expense	7			4			1		1		1		1
Net periodic benefit cost	$	7			$	4		$	1		$	1		$	1	$	1



	Nine Months Ended September 30,
	United States Pension Benefits		Foreign Pension Benefits		Other Postretirement Benefits
Millions of dollars	2026		2025		2026		2025	2026		2025
Operating (profit) loss	$	2			$	1		$	1		$	1		$	—	$	—
Interest and sundry (income) expense	21			14			4		1		2		3
Net periodic benefit cost (credit)	$	23			$	15		$	5		$	2		$	2	$	3

401(k) Defined Contribution Plan

Beginning in March 2024, the Company matching contributions for our 401(k) defined contribution plan, equal to up to 7% of participants' eligible compensation, covering substantially all U.S. employees, are contributed in company stock. The contributions were $57 million for the nine months ended September 30, 2026. The contributions are presented in share based compensation and other on the Consolidated Condensed Statements of Cash Flows.

(8) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS

Derivative instruments are accounted for at fair value based on market rates. Derivatives where we elect hedge accounting are designated as either cash flow, fair value or net investment hedges. Derivatives that are not accounted for based on hedge accounting are marked to market through earnings. If the designated cash flow hedges are highly effective, the gains and losses are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur. In the event it becomes probable the forecasted transaction to which a cash flow hedge relates will not occur, the derivative would be terminated and the amount in accumulated other comprehensive income (loss) would be recognized in earnings. The fair value of the hedge asset or liability is presented in either other current assets / liabilities or other noncurrent assets / liabilities on the Consolidated Condensed Balance Sheets and in other within cash provided by (used in) operating activities in the Consolidated Condensed Statements of Cash Flows.

Using derivative instruments means assuming counterparty credit risk. Counterparty credit risk relates to the loss we could incur if a counterparty were to default on a derivative contract. We generally deal with investment grade counterparties and monitor the overall credit risk and exposure to individual counterparties. We do not anticipate nonperformance by any counterparties. The amount of counterparty credit exposure is limited to the unrealized gains, if any, on such derivative contracts. We do not require nor do we post collateral on such contracts.

Hedging Strategy

In the normal course of business, we manage risks relating to our ongoing business operations including those arising from changes in commodity prices, foreign exchange rates and interest rates. Fluctuations in these rates and prices can affect our operating results and financial condition. We use a variety of strategies, including the use of derivative instruments, to manage these risks. We do not enter into derivative financial instruments for trading or speculative purposes.

Commodity Price Risk

We enter into commodity derivative contracts on various commodities to manage the price risk associated with forecasted purchases of materials used in our manufacturing process. The objective of these hedges is to reduce the variability of cash flows associated with the forecasted purchases of commodities.

Foreign Currency and Interest Rate Risk

We incur expenses associated with the procurement and production of products in a limited number of countries, while we sell in the local currencies of a large number of countries. Our primary foreign currency exchange exposures result from cross-currency sales of products. As a result, we enter into foreign exchange contracts to hedge certain firm commitments and forecasted transactions to acquire products and services that are denominated in foreign currencies. We enter into certain undesignated non-functional currency asset and liability hedges that relate primarily to short-term payables, receivables, intercompany loans and dividends. When we hedge a foreign currency denominated payable or receivable with a derivative, the effect of changes in the foreign exchange rates are reflected currently in interest and sundry (income) expense for both the payable/receivable and the derivative. Therefore, as a result of the economic hedge, we do not elect hedge accounting.

We also enter into hedges to mitigate currency risk primarily related to forecasted foreign currency denominated expenditures, intercompany financing agreements and royalty agreements and designate them as cash flow hedges. Gains and losses on derivatives designated as cash flow hedges, to the extent they are included in the assessment of effectiveness, are recorded in other comprehensive income (loss) and subsequently reclassified to earnings to offset the impact of the hedged items when they occur.

We may enter into cross-currency interest rate swaps to manage our exposure relating to cross-currency debt. Outstanding notional amounts of cross-currency interest rate swap agreements were $618 million at September 30, 2026 and December 31, 2025, respectively.

We may enter into interest rate swap agreements to manage interest rate risk exposure. Our interest rate swap agreements, if any, effectively modify our exposure to interest rate risk, primarily through converting certain floating rate debt to a fixed rate basis, and certain fixed rate debt to a floating rate basis. These agreements involve either the receipt or payment of floating rate amounts in exchange for fixed rate interest payments or receipts, respectively, over the life of the agreements without an exchange of the underlying principal amounts. We may enter into swap rate lock agreements to effectively reduce our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances. There were no outstanding notional amounts of interest rate swap agreements at September 30, 2026 and December 31, 2025.

We may enter into instruments that are designated and qualify as a net investment hedge to manage our exposure related to foreign currency denominated investments. The effective portion of the instruments' gain or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss. The gain or loss will be subsequently reclassified into net earnings when the underlying net investment is either sold or substantially liquidated. The remaining change in fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on our Consolidated Condensed Statements of Comprehensive Income (Loss). There were no outstanding notional amounts of net investment hedges as of September 30, 2026 and December 31, 2025.

The following table summarizes our outstanding derivative contracts and their effects in our Consolidated Condensed Balance Sheets at September 30, 2026 and December 31, 2025.


			Fair Value of
	Notional Amount		Hedge Assets		Hedge Liabilities		Maximum Term (Months)
Millions of dollars	2026		2025		2026		2025		2026		2025		2026	2025
Derivatives accounted for as hedges(1)
Commodity swaps/options	$	238			$	247			$	54		$	27		$	3		$	6		(CF)	24	24
Foreign exchange forwards/options	588			675			11			3		14		25			(CF/NI)	15		15
Cross-currency swaps	618			618			3			4		85		107			(CF)	29		38

Total derivatives accounted for as hedges					$	68			$	34		$	102		$	138
Derivatives not accounted for as hedges

Foreign exchange forwards/options(2)	1,392			1,266			21			2		3		8			N/A	4		7
Total derivatives not accounted for as hedges					21			2			3		8
Total derivatives					$	89			$	36		$	105		$	146

Current					$	84			$	28		$	18		$	38
Noncurrent					6			8			87		108
Total derivatives					$	90			$	36		$	105		$	146

(1)Derivatives accounted for as hedges are considered cash flow (CF) hedges.

(2)Change in foreign exchange forwards/options is primarily driven by proactive actions taken to manage our short-term currency risk.

The following tables summarize the effects of derivative instruments on our Consolidated Condensed Statements of Comprehensive Income (Loss) for the periods presented:



			Three Months Ended September 30,
		Gain (Loss) Recognized in OCI (Effective Portion ) (3)(5)
Millions of dollars		2026		2025
Cash flow hedges
Commodity swaps/options	$	30			$	8
Foreign exchange forwards/options	(5)			(3)
Cross-currency swaps	7			7



	$	32			$	12

					Three Months Ended September 30,
	Location of Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)		Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)(4)(5)
Cash Flow Hedges - Millions of dollars		2026		2025
Commodity swaps/options	Cost of products sold		$	19			$	2
Foreign exchange forwards/options	Net sales		2			—
Foreign exchange forwards/options	Cost of products sold		(14)			(5)
Foreign exchange forwards/options	Interest and sundry (income) expense		4			—
Cross-currency swaps	Interest and sundry (income) expense		7			4

			$	18			$	1

					Three Months Ended September 30,
	Location of Gain (Loss) Recognized on Derivatives not Accounted for as Hedges		Gain (Loss) Recognized on Derivatives not Accounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars		2026		2025
Foreign exchange forwards/options	Interest and sundry (income) expense		$	(2)			$	(2)

(3)Change in gain (loss) recognized in OCI (effective portion) for the three months ended September 30, 2026 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

(4)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the three months ended September 30, 2026 was primarily driven by fluctuations in currency, commodity prices and interest rates.

(5)The tax impact of the cash flow hedges was $(4) million and $(1) million for the three months ended September 30, 2026 and 2025, respectively.



			Nine Months Ended September 30,
		Gain (Loss) Recognized in OCI (Effective Portion) (6)(8)
Millions of dollars		2026		2025
Cash flow hedges
Commodity swaps/options	$	80			$	12
Foreign exchange forwards/options(9)	(17)			(75)
Cross-currency swaps(9)	22			(70)



	$	85			$	(133)

					Nine Months Ended September 30,
	Location of Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)		Gain (Loss) Reclassified from OCI into Earnings (Effective Portion)(7)(8)
Cash Flow Hedges - Millions of dollars		2026		2025
Commodity swaps/options	Cost of products sold		$	45			$	—
Foreign exchange forwards/options	Net sales		8			—
Foreign exchange forwards/options	Cost of products sold		(48)			3
Foreign exchange forwards/options	Interest and sundry (income) expense		1			13
Cross-currency swaps(9)	Interest and sundry (income) expense		28			(83)
Interest rate derivatives(10)	Interest and sundry (income) expense		1			30
			$	35			$	(37)

					Nine Months Ended September 30,
	Location of Gain (Loss) Recognized on Derivatives not Accounted for as Hedges		Gain (Loss) Recognized on Derivatives not Accounted for as Hedges
Derivatives not Accounted for as Hedges - Millions of dollars		2026		2025
Foreign exchange forwards/options	Interest and sundry (income) expense		$	17			$	(38)

(6)Change in gain (loss) recognized in OCI (effective portion) for the nine months ended September 30, 2026 is primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

(7)Change in gain (loss) reclassified from OCI into earnings (effective portion) for the nine months ended September 30, 2026 was primarily driven by fluctuations in currency, commodity prices and interest rates.

(8)The tax impact of the cash flow hedges was $(11) million and $30 million for the nine months ended September 30, 2026 and 2025, respectively.

(9)Change in foreign exchange forwards/options and cross-currency swaps is primarily driven by the currency change in the Euro year-over-year.

(10)In 2025, the OCI release on the interest rate derivative was driven by an assessment in the period which determined that the forecasted debt transaction was determined to be not probable of occurring.

For cash flow hedges, the amount of ineffectiveness recognized in interest and sundry (income) expense was nominal for the periods ended September 30, 2026 and 2025. There were no hedges designated as fair value for the periods ended September 30, 2026 and 2025. The net amount of unrealized gain or loss on derivative instruments included in accumulated OCI related to contracts maturing and expected to be realized during the next twelve months is a gain of $43 million at September 30, 2026.

(9) FAIR VALUE MEASUREMENTS

Fair value is measured based on an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions market participants would use in pricing an asset or liability. Assets and liabilities measured at fair value are based on a market valuation approach using prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As a basis for considering such assumptions, a three-tiered fair value hierarchy is established, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in

active markets that are observable, either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following table summarizes the valuation of our assets and liabilities measured at fair value on a recurring basis at September 30, 2026 and December 31, 2025:


					Fair Value
Millions of dollars	Total Cost Basis		Level 1		Level 2			Total
Measured at fair value on a recurring basis:	2026		2025		2026		2025	2026		2025				2026		2025
Short-term investments (1)	$	621			$	441		$	606		$	435		$	15		$	6			$	621	$	441
Net derivative contracts	—			—			—		—		(16)		(111)						(16)	(111)

(1)Short-term investments are primarily comprised of money market funds and highly liquid, low risk investments with initial maturities less than 90 days.

The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.

Beko Europe Divestiture

In June 2026, the Company executed an agreement with Arcelik to sell the Company's remaining 25% ownership interest in Beko Europe B.V., terminate its 2022 Russia contingent consideration rights, and settle historical indemnity obligations. Total transaction consideration included net cash proceeds of $84 million and an acquisition of a 2.9% equity stake in Arcelik. The fair value of the equity stake in Arcelik at the date of the transaction was calculated based on the Arcelik stock price (Level 1 input) and the shares acquired, resulting in an initial fair value of $44 million. As of September 30, 2026, the fair value of our investment in Arcelik was $32 million.

For additional information, see Note 14 to the Consolidated Condensed Financial Statements.

Whirlpool India Share Sale

On November 27, 2025, the Company's wholly-owned subsidiary, Whirlpool Mauritius Limited (\"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%. The fair value of the retained investment in Whirlpool India at the date of deconsolidation was calculated based on the Whirlpool India stock price (Level 1 input), the portion of interest retained and the shares outstanding, resulting in a fair value of $599 million. As of September 30, 2026, the fair value of our investment in Whirlpool India was $471 million, based on the quoted market price on the National Stock Exchange of India (Level 1 input) and recorded a non-cash impairment charge of $124 million to write down the carrying value of the investment to its fair value.

For additional information, see Note 1 and Note 14 to the Consolidated Condensed Financial Statements.

Other Fair Value Measurements

The fair value of long-term debt (including current maturities) was $5.5 billion and $5.7 billion at September 30, 2026 and December 31, 2025, respectively, and was estimated using discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).

(10) STOCKHOLDERS' EQUITY

The following table summarizes the changes in stockholders' equity for the periods presented:


			Whirlpool Stockholders' Equity
	Total		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital	Common Stock		Mandatory Convertible Preferred Stock	Non-Controlling Interest
Balances, December 31, 2025	$	2,715			$	1,330		$	(1,624)		$	2,955		$	65		$	—	$	(11)
Comprehensive income (loss)
Net earnings (loss)	(82)			(82)			—		—		—		—			—
Other comprehensive income (loss)	99			—			99		—		—		—			—
Comprehensive income (loss)	17			(82)			99		—		—		—			—
Stock issued (repurchased)(1)	1,102			—			—		1,093		8		1			—
Dividends accumulated on Mandatory convertible preferred stock	(4)			(4)			—		—		—		—			—


Dividends declared on common stock	(58)			(58)			—		—		—		—			—
Balances, March 31, 2026	$	3,772			$	1,187		$	(1,525)		$	4,048		$	73		$	1	$	(11)
Comprehensive income (loss)
Net earnings (loss)	88			88			—		—		—		—			—
Other comprehensive income	49			—			49		—		—		—			—
Comprehensive income (loss)	136			88			49		—		—		—			—
Stock issued (repurchased)	26			—			—		26		—		—			—
Dividends accumulated on Mandatory convertible preferred stock	(2)			(2)			—		—		—		—			—
Dividends declared	(10)			(10)			—		—		—		—			—

Balances, June 30, 2026	$	3,923			$	1,262		$	(1,476)		$	4,074		$	73		$	1	$	(11)
Comprehensive income
Net earnings (loss)	(238)			(237)			—		—		—		—			(1)
Other comprehensive income	18			—			18		—		—		—			—
Comprehensive income	(220)			(237)			18		—		—		—			(1)


Stock issued (repurchased)	25		—			—		25	—		—			—

Dividends declared	(12)		(12)			—		—	—		—			—

Balances, September 30, 2026	$	3,715		$	1,012		$	(1,458)	$	4,099		$	73		$	1	$	(12)

(1)Primarily consists of stock issuance which occurred on February 27, 2026, which included common stock as well as Mandatory Convertible Preferred Stock.


			Whirlpool Stockholders' Equity
	Total		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock / Additional Paid-In-Capital	Common Stock		Non-Controlling Interest
Balances, December 31, 2024	$	2,933			$	1,311		$	(1,545)		$	2,853		$	64	$	250
Comprehensive income (loss)
Net earnings (loss)	79			71			—		—		—		7
Other comprehensive income	(112)			—			(112)		—		—		—
Comprehensive income (loss)	(34)			71			(112)		—		—		7

Stock issued (repurchased)	27			—			—		26		1		—

Dividends declared	(97)			(97)			—		—		—		—
Balances, March 31, 2025	$	2,829			$	1,285		$	(1,657)		$	2,879		$	65	$	257
Comprehensive income (loss)
Net earnings (loss)	75			65			—		—		—		9
Other comprehensive income	(247)			—			(247)		—		—		—
Comprehensive income (loss)	(173)			65			(247)		—		—		9
Stock issued (repurchased)	26			—			—		26		—		—
Dividends declared	(99)			(97)			—		—		—		(2)

Balances, June 30, 2025	$	2,583			$	1,253		$	(1,904)		$	2,905		$	65	$	264
Comprehensive income
Net earnings	76			73			—		—		—		3
Other comprehensive income	16			—			16		—		—		—
Comprehensive income	92			73			16		—		—		3
Stock issued (repurchased)	27			—			—		27		—		—

Dividends declared	(58)			(54)			—		—		—		(4)

Balances, September 30, 2025	$	2,644			$	1,272		$	(1,888)		$	2,932		$	65	$	263

Other Comprehensive Income (Loss)

The following table summarizes our other comprehensive income (loss) and related tax effects for the periods presented:



	Three Months Ended September 30,
	2026		2025
Millions of dollars	Pre-tax	Tax Effect	Net		Pre-tax	Tax Effect	Net
Currency translation adjustments	$	(4)		$	—		$	(4)		$	(1)	$	—	$	(1)
Cash flow hedges	14		(4)		10			10	—		10
Pension and other postretirement benefits plans	14		(3)		11			10	(3)		7
Other comprehensive income (loss)	24		(7)		18			19	(3)		16
Less: Other comprehensive income (loss) available to noncontrolling interests	—		—		—			—	—		—
Other comprehensive income (loss) available to Whirlpool	$	24		$	(7)		$	18		$	19	$	(3)	$	16



	Nine Months Ended September 30,
	2026		2025
Millions of dollars	Pre-tax	Tax Effect	Net		Pre-tax	Tax Effect	Net
Currency translation adjustments	$	100		$	—		$	100		$	(300)	$	—	$	(300)
Cash flow hedges	50		(11)		39			(94)	32		(62)
Pension and other postretirement benefits plans	37		(9)		28			29	(8)		21
Other comprehensive income (loss)	187		(20)		167			(366)	23		(343)
Less: Other comprehensive income (loss) available to noncontrolling interests	—		—		—			—	—		—
Other comprehensive income (loss) available to Whirlpool	$	187		$	(20)		$	167		$	(366)	$	23	$	(343)

Mandatory Convertible Preferred Stock

On February 27, 2026, we issued 11,500,000 depositary shares (“Depositary Share”), each of which represents a 1/20th interest in a share of our 8.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock”). The Mandatory Convertible Preferred Stock has a $1,000 per share liquidation preference and $1.00 per share par value. As a result of the transaction, we received cash proceeds of approximately $557 million, net of underwriting fees and other issuance costs.

Dividends

Dividends are cumulative at an annual rate of 8.50% on the liquidation preference of $1,000 per share of Mandatory Convertible Preferred Stock and may be paid in cash, shares of our common stock or a combination of cash and shares of our common stock. Dividends that are declared will be payable on February 15, May 15, August 15 and November 15 to holders of record on the February 1, May 1, August 1, and November 1 immediately preceding the relevant dividend payment date.

Mandatory Conversion

The following table illustrates the conversion rate per share of the Mandatory Convertible Preferred Stock, subject to certain anti-dilution adjustments, based on the applicable market value of the common stock:


Applicable Market Value of Common Stock	Conversion Rate per Share of Mandatory Convertible Preferred Stock
Greater than $81.0767 (the \"Threshold Appreciation Price\")	12.3340 shares of common stock
Equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price	Between 12.3340 and 14.4920 shares of common stock, determined by dividing $1,000 by the applicable market value
Less than $69.0036 (the \"Initial Price\")	14.4920 shares of common stock

Unless earlier converted, each share of Mandatory Convertible Preferred Stock will automatically convert on February 15, 2029, into between 12.3340 shares and 14.4920 shares of our common stock, depending on the applicable market value of the common stock and subject to certain anti-dilution adjustments described in the certificate of designations related to our Mandatory Convertible Preferred Stock (Certificate of Designations). The applicable market value of our common stock will be determined based on the average volume-weighted average price per share of the common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately prior to February 15, 2029.

If a fundamental change, as defined in the Certificate of Designations, occurs on or prior to February 15, 2029, then holders of Mandatory Convertible Preferred Stock will be entitled to convert all or any portion of their shares into shares of our common stock at the fundamental change conversion rate, as defined in the Certificate of Designations, for a specified period of time and also to receive an amount to compensate such holders for unpaid accumulated dividends and any remaining future scheduled dividend payments.

Other than during a fundamental change conversion period, at any time prior to February 15, 2029, holders of Mandatory Convertible Preferred Stock may elect to convert all or any portion of their shares at a conversion rate of 12.3340 shares of common stock per share of Mandatory Convertible Preferred Stock, subject to certain anti-dilution and other adjustments as described in the Certificate of Designations.

Ranking

The Mandatory Convertible Preferred Stock ranks, with respect to dividend rights and distribution of assets upon liquidation, winding-up or dissolution, senior to the Company’s common stock and each other class or series of capital stock, whether outstanding or established after the date of issuance of the Mandatory Convertible Preferred Stock that do not specifically state they are senior to the Mandatory Convertible Preferred Stock and junior to any existing and future indebtedness.

Voting Rights

Holders of Mandatory Convertible Preferred Stock will not have voting rights, except as specifically required by Delaware law or our certificate of incorporation.

Common Stock

On February 27, 2026, we issued 7,898,550 shares of our common stock in an underwritten public offering at an offering price of $69 per share. The common stock has a $1.00 per share par value. As a result of the transaction, we received cash proceeds of approximately $524 million, net of underwriting fees and other issuance costs.

Reclassifications Out of Accumulated Other Comprehensive Income (Loss)

The following table provides the reclassification adjustments out of accumulated other comprehensive income (loss), by component, which was included in net earnings for the three and nine months ended September 30, 2026:


	Three Months Ended		Nine Months Ended
Millions of dollars	(Gain) Loss Reclassified		(Gain) Loss Reclassified	Classification in Earnings
Pension and postretirement benefits, pre-tax	$	11			$	34	Interest and sundry (income) expense
Other comprehensive income related to divestitures	—			4		(Gain) loss on sale and disposal of businesses

Total	$	11			$	38

Net earnings (loss) per Share

Basic net earnings (loss) per share is computed by dividing net earnings (loss) attributable to common shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net earnings (loss) per share reflects the weighted average dilutive impact of all potentially dilutive securities from the date of issuance and is computed using both the treasury stock and if-converted methods. The if-converted method is used to determine if the impact of conversion of the MCPS into ordinary shares is more dilutive than the MCPS dividends to net income (loss) per share. If so, the MCPS are assumed to have been converted at the later of the beginning of the period or the time of issuance, and the resulting ordinary shares are included in the denominator and the MCPS dividends are added back to the numerator. Unless otherwise noted, share and per share amounts included in these notes are on a diluted basis. For the three and nine months ended September 30, 2026, the impact of the MCPS calculated under the if-converted method was anti-dilutive, and as such 8.3 million and 6.6 million ordinary shares underlying the MCPS, respectively, were excluded from the diluted net loss per share calculation.

Diluted net earnings (loss) per share of common stock include the dilutive effect of stock options and other share-based compensation plans. Basic and diluted net earnings (loss) per share of common stock for the periods presented were calculated as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of dollars and shares	2026		2025		2026		2025
Numerator:
Net earnings (loss) available to Whirlpool common shareholders	$	(249)			$	73		$	(260)	$	210




Denominator:
Denominator for basic earnings per share - weighted-average shares	65.5			56.1			63.4		55.9
Effect of dilutive securities - share-based compensation	—			0.4			—		0.2

Denominator for diluted earnings per share - adjusted weighted-average shares	65.5			56.5			63.4		56.1
Anti-dilutive stock options/awards excluded from earnings per share	2.0			1.2			1.4		1.2

Share Repurchase Program

On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion, which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional $2 billion in share repurchases under the Company's ongoing share repurchase program. During the nine months ended September 30, 2026, we did not repurchase any shares under the share repurchase program. At September 30, 2026, there were approximately $2.5 billion in remaining funds authorized under this program.

Share repurchases are made from time to time on the open market as conditions warrant. The program does not obligate us to repurchase any of our shares and has no expiration date.

(11) RESTRUCTURING CHARGES

We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment. Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans:

On July 1, 2026, the Company announced restructuring actions related to the closure of its Supsa manufacturing facility in Apodaca, Mexico, which is expected to cease production by the second quarter of 2027. The Company expects to phase out of the Supsa Facility by transferring production to its manufacturing facility in Ramos Arizpe, Mexico, and across its manufacturing and supply chain network.

The Company estimates that it will incur up to approximately $86 million in asset impairment costs, approximately $31 million in employee-related costs, and approximately $44 million in other associated costs in connection with these actions. The asset impairment costs include accelerated depreciation that is recognized as it is incurred. The Company estimates that approximately $75 million of the total restructuring expense will result in future cash expenditures. The Company expects these actions to be substantially complete in 2027.

In March 2026, the Company committed to workforce reduction plans and multi-region footprint optimization plans in the United States and globally, in an effort to reduce complexity and simplify our organization. The plan includes severance and impairment charges. Total costs for these actions were $32 million, of which we incurred $12 million in employee termination costs, $18 million in asset impairments, and $2 million in other associated costs. The majority of these non-cash charges and cash settlements will occur in 2026.

In the fourth quarter of 2025, the Company committed to a multi-region footprint optimization plan as part of an effort to reduce complexity. The plan includes severance and impairment charges. Total costs for these actions were $43 million, of which we incurred $7 million in employee termination costs and $36 million in asset impairments. The majority of these costs resulted in non-cash charges, with the cash settlements being paid in 2025.

Previously in 2025, the Company committed to workforce reduction plans globally, in an effort to reduce complexity and simplify our organization. Total costs for these actions were $20 million which were primarily employee termination costs. The majority of these costs resulted in cash settlements in 2025.

The following table summarizes the changes to our restructuring liability during the nine months ended September 30, 2026:


Millions of Dollars	December 31, 2025	Charge to Earnings	Cash Paid	Non-Cash and Other	September 30, 2026
Employee Termination	$	5		$	42	$	(19)		$	—	$	28
Asset Impairment	2		46		—	(47)		—
Facility exit costs	—		—		—	—		—
Other exit costs	—		20		(15)	(2)		4
Total	$	7		$	108	$	(34)		$	(49)	$	32

The following table summarizes the restructuring charges by operating segment for the periods presented:


Millions of dollars	Three Months Ended September 30,	Nine Months Ended September 30,
2026	2025		2026	2025
MDA North America	$	3		$	5		$	32	$	11
MDA Latin America	30		—			68	3

SDA Global	1		—			1	—
Corporate/Other	1		1			6	2
Total	$	35		$	6		$	108	$	17

(12) INCOME TAXES

Income tax expense was $8 million and $25 million for the three and nine months ended September 30, 2026, compared to income tax expense of $33 million and $105 million for the same periods of 2025. The decrease in tax expense for the nine months ended September 30, 2026, is primarily due to an earnings loss for the nine month period.

The following table summarizes the difference between income tax expense (benefit) at the U.S. statutory rate of 21% and the income tax expense (benefit) at effective worldwide tax rates for the respective periods:


	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of dollars	2026		2025		2026		2025
Earnings (loss) before income taxes	$	(112)			$	120		$	(67)	$	381

Income tax expense (benefit) computed at United States statutory tax rate	(24)			25			(14)		80
State and local taxes, net of federal tax benefit	1			6			(1)		21
Valuation allowances	80			(25)			49		(28)
Audit and Settlements	6			9			19		17
U.S. foreign income items, net of credits	(49)			(8)			(33)		(12)



Legal Entity restructuring tax impact	—			23			—		23




Other	(6)			3			5		4
Income tax expense (benefit) computed at effective worldwide tax rates	$	8			$	33		$	25	$	105

At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year and the impact of discrete items, if any, and adjust the quarterly rate as necessary.

(13) SEGMENT INFORMATION

Our reportable segments consist of Major Domestic Appliances (\"MDA\") North America; 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. All prior period amounts have been reclassified to conform with current period presentation. For additional information see Note 14 to the Consolidated Condensed Financial Statements.

The chief operating decision maker (CODM) is the Company's Chairman and Chief Executive Officer, who evaluates operational performance based on each segment's earnings (loss) before interest and taxes (EBIT). We define segment 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 segment's ongoing performance. Cost of products sold is the significant expense regularly reviewed by the CODM and consists of costs associated with products sold, including but not limited to materials, labor, freight and warehousing. Other segment expenses / (income) primarily include selling, general and administrative items. Total assets by segment are those assets directly associated with the respective operating activities. The \"Other/Eliminations\" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the segment's ongoing performance. Intersegment sales are eliminated within each segment.

Total assets by segment are those assets directly associated with the respective operating activities. The \"Other\" column primarily includes operations previously reported in our MDA Asia segment, corporate expenses, assets, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the segment's ongoing performance. The \"Eliminations\" column includes intercompany activity. Intersegment sales are eliminated within each segment.

The tables below summarize performance by operating segment for the periods presented:



	Three Months Ended September 30,
	OPERATING SEGMENTS
	MDA North America		MDA Latin America		SDA Global		Other	Eliminations		Total Whirlpool
Net sales
2026	$	2,495			$	858		$	286		$	38		$	—	$	3,677
2025	2,722			802			288		222		—		4,033
Cost of Products Sold
2026	$	2,226			$	768		$	182		$	28		$	—	$	3,204
2025	2,378			695			182		182		—		3,439
Other segment expenses/(income)
2026	$	195			$	72		$	51		$	283		$	—	$	601
2025	208			62			58		65		—		393
EBIT
2026	$	74			$	18		$	53		$	(273)		$	—	$	(128)
2025	134			45			47		(28)		—		200
Intersegment sales
2026	$	30			$	312		$	—		$	9		$	(351)	$	—
2025	30			335			—		9		(374)		—
Total assets
September 30, 2026	$	10,060			$	3,940		$	1,406		$	10,167		$	(8,610)	$	16,963
December 31, 2025	9,994			3,962			1,248		8,474		(7,677)		16,001
Capital expenditures
2026	$	54			$	26		$	6		$	6		$	—	$	92
2025	31			39			4		9		—		83
Depreciation and amortization
2026	$	56			$	39		$	5		$	6		$	—	$	106
2025	46			16			5		16		—		83



	Nine Months Ended September 30,
	OPERATING SEGMENTS
	MDA North America		MDA Latin America				SDA Global	Other	Eliminations		Total Whirlpool
Net sales
2026	$	7,141			$	2,500			$	710		$	116		$	—	$	10,467
2025	7,586			2,345				685		810		—		11,426
Cost of Products Sold
2026	$	6,402			$	2,209			$	437		$	88		$	—	$	9,137
2025	6,508			2,017				422		669		—		9,615
Other segment expenses/(income)
2026	$	594			$	200			$	149		$	352		$	—	$	1,295
2025	651			186				145		239		—		1,221
EBIT
2026	$	144			$	90			$	124		$	(324)		$	—	$	34
2025	428			142				119		(98)		—		590
Intersegment sales
2026	$	101			$	874			$	1		$	27		$	(1,003)	$	—
2025	82			970				1		30		(1,083)		—
Total assets
September 30, 2026	$	10,060			$	3,940			$	1,406		$	10,167		$	(8,610)	$	16,963
December 31, 2025	9,994			3,962				1,248		8,474		(7,677)		16,001
Capital expenditures
2026	$	150			$	81			$	17		$	7		$	—	$	255
2025	106			98				13		20		—		239
Depreciation and amortization
2026	$	178			$	76			$	15		$	21		$	—	$	290
2025	132			46				14		54		—		246

The following table summarizes the reconciling items in the Other column for total EBIT for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
in millions	2026	2025		2026	2025
Items not allocated to segments:
Restructuring costs	$	(35)		$	(6)		$	(108)	$	(17)


Gain on sale and disposal of businesses	—		30			139	30
MDA Asia	2		4			11	46
Corporate expenses and other	(240)		(56)			(366)	(157)
Total other	$	(273)		$	(28)		$	(324)	$	(98)

A reconciliation of our segment information for total EBIT to the corresponding amounts in the Consolidated Condensed Statements of Comprehensive Income (Loss) is shown in the table below for the periods presented:


	Three Months Ended September 30,		Nine Months Ended September 30,
in millions	2026	2025		2026	2025
Operating profit	$	4		$	206		$	185	$	595
Interest and sundry (income) expense	15		(5)			11	(41)
Equity method investment loss, net of tax	(118)		(11)			(140)	(46)
Total EBIT	$	(128)		$	200		$	34	$	590
Interest expense	102		92			241	256
Income tax expense	8		33			25	105
Net earnings (loss)	$	(238)		$	76		$	(232)	$	229
Less: Net earnings available to noncontrolling interests	(1)		3			(1)	20
Net earnings (loss) available to Whirlpool shareholders	$	(237)		$	73		$	(231)	$	210

(14) ACQUISITIONS AND DIVESTITURES

Whirlpool India Share Sale

On November 30, 2023, the Company announced its intention to enter into one or more transactions to sell up to 24% of the outstanding shares of its publicly listed Whirlpool of India Limited subsidiary (\"Whirlpool India\") in 2024, and to retain a majority interest following completion of the sale.

On February 20, 2024, the Company'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 sale, which was accounted for as an equity transaction, reduced Seller's ownership in Whirlpool India from 75% to 51%, and generated proceeds of $462 million on settlement.

In January 2025, we announced our intent to reduce our ownership stake in Whirlpool India and continue to evaluate various transaction structures, including via market sale and negotiated transaction. In October 2025, we signed certain brand license, technology license, and transition service agreements with Whirlpool India.

During the fourth quarter of 2025, following approval from the Board of Directors, the Company sold an approximately 11% ownership interest in Whirlpool India for proceeds of approximately $166 million. Upon completion of the sale on November 28, 2025, the Company’s ownership interest was reduced from 51% to approximately 40%.

As a result of the loss of a controlling financial interest, the Company deconsolidated Whirlpool India during the fourth quarter of 2025. Whirlpool India holds a 100% controlling equity ownership in Elica PB India, which was also deconsolidated as part of the transaction.

In connection with the sale, we recorded a gain, net of transaction and other costs, of $251 million during the three and twelve months ended December 31, 2025. The total transaction amount includes $599 million for the fair value of the interest retained, $278 million for the carrying value of the non-controlling interest in Whirlpool India, and $166 million of consideration received from the sale of shares.

The gain on sale is equal to the difference between this total transaction amount and the carrying value of Whirlpool India’s net assets of $378 million, further adjusted for the allocation of $217 million of goodwill to the disposal group, the release of $187 million of cumulative foreign currency translation adjustments, and $10 million of divestment costs.

The fair value of the interest retained was based on the ownership amount and the stock price of Whirlpool India as of the closing date of the transaction. Subsequent to the transaction, we account for the remaining minority interest under the equity method of accounting.

For additional information, see Note 1 and Note 9 to the Consolidated Condensed Financial Statements.

Beko Europe Divestiture

In June 2026, we reached an agreement with Arcelik to sell Whirlpool's remaining 25% stake in Beko to Beko BV (a subsidiary of Arcelik), accelerate and terminate certain deferred rights related to the August 2022 divestiture of our Russian business, and simplify and eliminate certain long-term obligations and liabilities between Whirlpool and Arcelik. Furthermore, Whirlpool received cash consideration and acquired a ~2.9% equity stake in Arcelik under the terms of the agreement. The existing brand licensing and supply agreements remain in place.

We recorded a gain of $139 million from the sale of our remaining ownership stake in Beko and the termination of the Russia agreement in the second quarter of 2026. The total gain amount includes $82 million from the sale of our Beko stake, $46 million from the termination of the Russia agreement, and $11 million from the release of previously accrued indemnities and other comprehensive income.

For additional information, see Note 1 and Note 9 to the Consolidated Condensed Financial Statements.


ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to promote understanding of the results of operations and financial condition of the Company and generally discusses the results of operations for the current three and nine months ended periods compared to the same prior-year periods. MD&A is provided as a supplement to, and should be read in connection with, the Consolidated Condensed Financial Statements and Notes to the Consolidated Condensed Financial Statements included in this Form 10-Q.

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

Certain columns and rows in the financial tables within the MD&A may not sum due to rounding. Percentages have been calculated from the underlying whole-dollar amounts.

ABOUT WHIRLPOOL

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

OVERVIEW

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

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

We continue to take actions to deliver shareholder value as we navigate through a challenging macro environment in North America. We remain confident in delivering structural cost actions to help offset inflation, implementing previously announced pricing actions, including the largest pricing changes in a decade, introducing over 100 new products and improving net debt.

RESULTS OF OPERATIONS

The following table summarizes the consolidated results of operations for the periods presented:


	Three Months Ended September 30,	Nine Months Ended September 30,
Consolidated - Millions of dollars, except per share data	2026	2025	Better/(Worse) %	2026	2025	Better/(Worse) %
Net sales	$	3,677		$	4,033		(8.8)%	$	10,467		$	11,426	(8.4)%
Gross margin	473		594		(20.4)	1,330		1,811		(26.6)
Selling, general and administrative	428		405		(5.6)	1,158		1,209		4.2
Intangible amortization	6		7		6.6	18		20		6.7
Restructuring costs	35		6		nm	108		17		nm

Loss (gain) on sale and disposal of businesses	—		(30)		nm	(139)		(30)		(363.3)
Interest and sundry (income) expense	15		(5)		nm	11		(41)		nm
Interest expense	102		92		(10.6)	241		256		5.6
Income tax expense (benefit)	8		33		nm	25		105		76.5
Equity method investment income (loss)	(118)		(11)		(972.7)	(140)		(46)		(204.3)
Net earnings (loss) available to Whirlpool shareholders	(237)		73		nm	(231)		210		nm
Mandatory convertible preferred stock dividends accumulated during the period	12		—		nm	29		—		nm
Net earnings (loss) available to Whirlpool common shareholders	$	(249)		$	73		nm	$	(260)		$	210	nm
Diluted net earnings (loss) available to Whirlpool per share	$	(3.80)		$	1.29		nm	$	(4.10)		$	3.74	nm

(1) Not meaningful (\"nm\")

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

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

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

MDA NORTH AMERICA

$\"22\"$ $\"23\"$ $\"24\"$

Net Sales

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

Cost of Products Sold

Cost of products sold for the three and nine months ended September 30, 2026 decreased 6.4% and 1.6% compared to the same periods in 2025. The decrease for the three and nine months ended was primarily driven by lower volume, partially offset by tariffs, as well as raw material, transportation and fuel inflation.

EBIT

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

MDA LATIN AMERICA

$\"1024\"$ $\"1025\"$

$\"1027\"$

Net Sales

Net sales increased 6.9% and 6.6% for the three and nine months ended September 30, 2026, compared to the same periods in 2025. The increase was primarily driven by favorable foreign currency and increased volume, partially offset by unfavorable price/mix. Excluding the impact from foreign currency, net sales increased 2.5% and decreased 0.9% for the three and nine months ended September 30, 2026, compared to the same periods in 2025.

Cost of Products Sold

Cost of products sold for the three and nine months ended September 30, 2026 increased 10.5% and 9.6% compared to the same periods in 2025. The increase was primarily driven by higher volume.

EBIT

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

SDA GLOBAL

$\"1786\"$ $\"1787\"$

$\"1789\"$

Net Sales

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

Cost of Products Sold

Cost of products sold for the three and nine months ended September 30, 2026 remained flat and increased 3.6% compared to the same periods in 2025.

EBIT

EBIT increased for the three and nine months ended September 30, 2026 compared to the same periods in 2025. The increase was primarily driven by price mix and cost take-out, as well as increased volume in the nine months period, partially offset by tariffs and raw material inflation. EBIT margin was 18.6% and 17.4% for the three and nine months ended September 30, 2026 compared to 16.5% and 17.3% for the same periods in 2025.

Selling, General and Administrative

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


	Three Months Ended September 30,		Nine Months Ended September 30,
Millions of dollars	2026		As a % of Net Sales	2025		As a % of Net Sales		2026	As a % of Net Sales		2025	As a % of Net Sales






Consolidated	$	428		11.6	%		$	405		10.1	%	$	1,158	11.1	%	$	1,209	10.6	%

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

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

For additional information, see Notes 1 and 13 to the Consolidated Condensed Financial Statements.

Restructuring

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

For additional information, see Note 11 to the Consolidated Condensed Financial Statements.

For the full year 2026, we expect to incur approximately $170 million of restructuring charges, inclusive of the restructuring charges recorded for the nine months ended September 30, 2026. We expect a significant portion of these actions to result in non-cash settlement.

(Gain) Loss on Sale and Disposal of Businesses

(Gain) loss on sale and disposal of businesses was $0 million and $(139) million for the three and nine months ended September 30, 2026 compared to $(30) million in the same prior year periods. The amounts recorded in 2025 is for a release of previously accrued tax related indemnity for the sale of a majority interest in our European major appliance business. The amount recorded in the second quarter of 2026 is for the sale of our remaining ownership stake in Beko and the termination of the Russia agreement.

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

Interest and Sundry (Income) Expense

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

For additional information, see Note 8 to the Consolidated Condensed Financial Statements.

Interest Expense

Interest expense was $102 million and $241 million for the three and nine months ended September 30, 2026 compared to $92 million and $256 million in the same prior year periods.

Income Taxes

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

Other Information

Our Critical Accounting Policies and Estimates for goodwill and other indefinite-lived intangibles are disclosed in Note 1 to the Consolidated Financial Statements and in Management's Discussion and Analysis of our annual report on Form 10-K for the fiscal year ended December 31, 2025.

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance. Our Maytag, JennAir, Amana and InSinkErator trademarks continue to be at risk at September 30, 2026. None of our reporting units are presently at risk for future impairment.

For additional information, see Note 1 to the Consolidated Condensed Financial Statements.

FINANCIAL CONDITION AND LIQUIDITY

Background

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

Whirlpool has historically been able to leverage its free cash flow generation to fund our operations, pay for any debt servicing costs and allocate capital for reinvestment in our business, funding share repurchases and dividend payments.

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

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

Our debt currently has a non-investment grade rating from the rating agencies, which has partially reduced access to and has increased costs associated with accessing certain types of financing that are typically reserved for investment-grade companies (e.g., commercial paper). During the first quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB from BB+, with a negative outlook. During the second quarter of 2026, our senior unsecured debt was further downgraded by Fitch Ratings, Inc. to BB- from BB and Moody's to Ba3 from Ba2. Please see Part II, Item 1A \"Risk Factors\" for a discussion of impacts related to potential further developments or downgrades to our credit ratings.

Our short-term potential uses of liquidity include funding our ongoing capital and research and development spending, debt repayment, and returns to shareholders, including dividend payments on our Mandatory Convertible Preferred Stock. We have $14 million of debt maturing in the next twelve months.

Cash and cash equivalents

The Company had cash and cash equivalents of approximately $1.1 billion at September 30, 2026. For cash in each of its foreign subsidiaries, the Company makes an assertion regarding the amount of earnings intended for permanent reinvestment, with the balance available to be repatriated to the United States. The cash held by foreign subsidiaries for permanent reinvestment is generally used to finance the subsidiaries' operational activities and expected future foreign investments. Our primary intent is to reinvest these funds outside of the United States. However, if these funds were repatriated, we would be required to accrue and pay applicable United States taxes (if any) and withholding taxes payable to various countries. It is not practicable to estimate the amount of the deferred tax liability associated with the repatriation of cash due to the complexity of its hypothetical calculation.

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

ABL Credit Facility

On June 16, 2026, we entered into the $2 billion ABL Credit Facility with JP Morgan Chase Bank, N.A., as Administrative Agent. The ABL Credit Facility is subject to a borrowing base comprised of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables, and cash. Proceeds may be used for working capital and general corporate purposes. Borrowings bear interest based on availability at either Term SOFR, the Alternate Base Rate, or other applicable benchmarks, plus an applicable margin ranging from 0.50% to 2.00% per annum. The ABL Credit Facility contains customary events of default and covenants that restrict our ability to incur debt, pay dividends, create liens, make investments, or dispose of assets. It also includes a springing financial covenant requiring a minimum consolidated fixed charge coverage ratio if Availability (as defined in the ABL Credit Agreement) falls below a specified threshold.

For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Other committed credit facilities

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

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

For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Notes payable

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

Trade customers

During the third quarter of 2026, the Company recorded a charge of $54 million related to the bankruptcy reorganization of a significant trade customer in Latin America, Casas Bahia, which is not indicative of ongoing operational performance. This charge includes $46 million of trade customer credit losses, net of expected credit insurance recoveries (reflecting $157 million of gross accounts receivable impairments, net of $112 million of expected credit insurance recoveries), and $8 million of other direct charges resulting from the event. We believe the Casas Bahia bankruptcy could have a near-term impact on our results of operations as consumers, retailers, and competitors adjust to Casas Bahia's reorganization, and we work through the impact of accounts receivable, including any partial recovery through applicable insurance arrangements; furthermore, we do not believe that the bankruptcy reorganization will materially impact our financial results over the long term. 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.

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

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

Share Repurchase Program

For additional information about our share repurchase program, see Note 10 to the Consolidated Condensed Financial Statements.

Sources and Uses of Cash

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


	Nine Months Ended September 30,
Millions of dollars	2026		2025
Cash provided by (used in):
Operating activities	$	(826)			$	(669)
Investing activities	(148)			(239)
Financing activities	1,380			503
Effect of exchange rate changes	28			64

Net change in cash and cash equivalents	$	434			$	(341)

Cash Flows from Operating Activities

Cash used in operating activities increased during the nine months ended September 30, 2026 compared to the same prior year period. The increase in cash used in operating activities was primarily driven by lower earnings.

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. Depending on the timing of cash flows, the location of cash balances, as well as the liquidity requirements of each country, external sources of funding are used to support working capital requirements.

Cash Flows from Investing Activities

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

Cash Flows from Financing Activities

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

Financing Arrangements

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

For additional information about our financing arrangements, see Note 5 to the Consolidated Condensed Financial Statements.

Secured Notes Offering

On June 16, 2026, we issued $2 billion in aggregate principal amount of the Secured Notes pursuant to the Indenture, with U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The sale of the Secured Notes was not registered under the Securities Act of 1933, as amended, and the Notes were sold on a private placement basis under Rule 144A.

The Indenture contains customary covenants that limit our ability and our subsidiaries’ ability to incur additional debt, pay dividends, create liens, make investments, dispose of assets, or engage in mergers. The covenants are subject to important exceptions and qualifications. Upon a specified change of control, we must offer to purchase the Secured Notes at 101% of the principal amount plus accrued interest. Additionally, certain asset sales may require the Company to use net proceeds to offer to purchase the Notes at 100% of the principal amount plus accrued interest.

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

For additional information, see Note 5 to the Consolidated Condensed Financial Statements.

Depositary Shares Offering

On February 27, 2026, we issued 11,500,000 depositary shares, each of which represents a 1/20th interest in a share of our 8.50% Series A Mandatory Convertible Preferred Stock in an underwritten public offering. The Mandatory Convertible Preferred Stock has a $1,000 per share liquidation preference and $1.00 per share par value.

See Note 10 to the Consolidated Condensed Financial Statements for additional information.

Common Stock Offering

Also on February 27, 2026, we issued 7,898,550 shares of our common stock in an underwritten public offering at an offering price of $69 per share.

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

See Note 10 to the Consolidated Condensed Financial Statements for additional information.

Dividends

During the second quarter of 2026, the Board of Directors made the decision to suspend our regular quarterly cash dividend on our common stock, which had previously been paid at a rate of $0.90 per share. The Board determined that suspending the dividend is prudent to strengthen our balance sheet in light of current macroeconomic uncertainties. The Board determined to pay the third quarter Mandatory Convertible Preferred Stock dividend in cash.

Off-Balance Sheet Arrangements

In the ordinary course of business, we enter into agreements with financial institutions to issue bank guarantees, letters of credit, and surety bonds. These agreements are primarily associated with unresolved tax matters in Brazil, as is customary under local regulations, and other governmental obligations and debt agreements. At September 30, 2026, we had approximately $578 million outstanding under these agreements.

For additional information about our off-balance sheet arrangements, see Notes 5 and 6 to the Consolidated Condensed Financial Statements.

FORWARD-LOOKING PERSPECTIVE

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


	2026
	Current Outlook
Estimated GAAP earnings per diluted share, for the year ending December 31, 2026	$(4.95)
Including:

Restructuring expense	2.65
Impairment of equity method investment	1.90
Impact of M&A transactions	(1.75)
Trade customer insolvency impact	0.85
Income tax impact	(0.40)
Normalized tax rate adjustment	0.40



Industry Demand
MDA North America	~(5)%
MDA Latin America	5-7%
SDA Global	~Flat

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

OTHER MATTERS

For additional information regarding certain of our loss contingencies/litigation, see Note 6 to the Consolidated Condensed Financial Statements. Unfavorable outcomes in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Antidumping

As previously reported, Whirlpool filed petitions in 2011 and 2015 alleging that Samsung, LG and Electrolux violated U.S. and international trade laws by dumping large residential washers into the U.S. 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 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

The current domestic and international political environment have contributed to uncertainty surrounding the future state of the global economy. We have experienced raw material inflation in certain prior years based on the impact of U.S. tariffs and other global macroeconomic factors.

The recent imposition of significant trade policy and tariff actions by the U.S. government, including but not limited to tariffs on imported steel, aluminum and copper products, multiple tariffs on certain imports from China, global tariffs under Section 122 and Section 301, and multiple ongoing investigations that could lead to additional tariffs, are creating significant uncertainty and potential risks for our business. Certain of these actions have increased the cost of certain raw materials and components, impacting our cost of products sold, and have led to \"pre-loading\" of finished product inventories by foreign competitors. Pre-loading by competitors can delay expected positive impacts of tariffs on appliances and impact competitors’ go-to-market actions. These actions have also created significant uncertainty and potential risks for our business.

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (\"IEEPA\"). Subsequent lower court rulings allow for recovery of

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

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

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

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


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our exposures to market risk since December 31, 2025.


ITEM 4.	CONTROLS AND PROCEDURES

(a)Evaluation of disclosure controls and procedures

Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of September 30, 2026. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2026.

(b)Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting that occurred during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

Information regarding legal proceedings can be found in Note 6 to the Consolidated Condensed Financial Statements and is incorporated herein by reference. Pursuant to SEC regulation, the Company will use a threshold of $1 million for purposes of determining whether disclosure of certain environmental proceedings covered by the regulation is required.


ITEM 1A.	RISK FACTORS

There have been no material changes in our risk factors from those disclosed in Part I, Item 1A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, other than as set forth below.

A loss of or substantial decline in volume of sales to any of our key trade customers, major buying groups, and/or builders could adversely affect our financial performance.

We sell to a sophisticated customer base of large trade customers, including large domestic and international trade customers, that have significant leverage as buyers over their suppliers. Most of our products are not sold through long-term contracts, allowing trade customers to change volume among suppliers like us. As the trade customers continue to become larger through merger, consolidation or organic growth, they have sought and may seek to use their position to improve their profitability by various means, including improved efficiency, lower pricing, and increased promotional programs. As has occurred in the past, if we are unable to meet their demand requirements, our volume growth and financial results could be adversely affected. We also continue to pursue direct-to-consumer sales globally, which may impact our relationships with existing trade customers. The loss or substantial decline in volume of sales to our key trade customers, major buying groups, builders, or any other trade customers to which we sell a significant amount of products, has adversely affected and in the future could adversely affect our financial performance. As discussed elsewhere in this Form 10-Q, we recorded a charge of $54 million related to net impact of the bankruptcy reorganization of a significant trade customer in Latin America, and we may experience future financial impacts based on developments in the bankruptcy reorganization process. Loss of share with our trade customers, or additional financial difficulties, including bankruptcy and financial restructuring, by our trade customers could have a material adverse effect on our financial statements.

Our credit ratings were downgraded below investment grade in 2025 and our access to certain types of financing and borrowing costs have been and may continue to be negatively impacted.

Our costs of borrowing and ability to access the capital markets are affected not only by market conditions but also by the short- and long-term credit ratings assigned to our debt by the major credit rating agencies. These ratings are based, in significant part, on our financial performance as measured by metrics such as profitability, interest coverage and leverage ratios, as well as economic conditions in the geographies in which we operate. Our debt currently carries a non-investment grade rating from each of Moody's, S&P, and Fitch, which has partially reduced access to and increased the costs associated with accessing certain types of financing typically reserved for investment-grade companies (e.g., commercial paper).

Our credit ratings are subject to periodic review by Moody’s, S&P, and Fitch, and may be subject to rating and periodic review by additional independent credit rating agencies in the future. Further developments or downgrades to our credit ratings, including any announcement that our ratings are under further review for an additional downgrade by any of the major credit rating agencies, could result in additional increased borrowing costs, and could adversely affect our liquidity, competitive position and access to the capital markets, which could have an adverse effect on our cash flow, results of operations and financial condition. During the second quarter of 2026, we entered into the ABL Credit Facility and issued the Secured Notes. Increased borrowing costs and/or reduced EBITDA performance could impact our ability to undertake certain future activities based on our inability to meet certain fixed charge coverage and net leverage ratios, as set forth therein.

Changes in foreign trade policies and other factors beyond our control may adversely impact our business and financial performance.

The current domestic and international political environment, including government shutdowns and changes to trade laws, regulations and policies, including tariffs, sanctions, and export controls, has resulted in uncertainty surrounding the future state of the global economy. Many of our most significant competitors are foreign companies with varying global production footprints, and in an escalating global trade conflict, tariffs, sanctions or other trade policy actions by various governments could be favorable to our competitors.

In February 2026, the U.S. Supreme Court issued a decision invalidating tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”). Subsequent lower court rulings allow for recovery of IEEPA tariff amounts previously paid, and we recognized approximately $50 million in tariff recovery and mitigation actions in Q1 2026. The timing and administration of IEEPA tariff refunds may be subject to further legal and regulatory developments. Subsequent to the U.S. Supreme Court’s ruling, an executive order was issued imposing a new global tariff under Section 122, which went into effect in February 2026 and expired in July 2026. Additional Section 301 tariffs were imposed and effective in July 2026. Both the Section 122 tariffs and the Section 301 forced labor tariffs are subject to legal challenges. In April 2026, an executive order modified previously implemented Section 232 tariffs so that global home appliance imports are now subject to a 25% tariff on the product’s full import value.

The U.S. government continues to implement and adjust significant trade policy and tariff actions, including but not limited to tariffs on imported steel, aluminum, and copper products, multiple tariffs on certain imports from China, global tariffs under Section 301, and multiple ongoing investigations that could lead to additional tariffs. These actions have increased the cost of certain raw materials and components, led to \"pre-loading\" of finished product inventories by foreign competitors in advance of tariff implementation, and created significant uncertainty and potential risks for our business. Pre-loading by competitors can delay expected positive impacts of tariffs on finished appliances and impact competitors’ go-to-market actions. The expectation of tariff refunds following the U.S. Supreme Court decision and potential invalidation of other tariff actions has incentivized and may incentivize further discounting or other go-to-market actions by competitors.

Certain countries have announced, including Canada most recently, or may announce retaliatory tariffs in response to U.S. trade policy actions. We have taken actions to mitigate the impact of tariffs and retaliatory tariffs on our business, including but not limited to component sourcing changes, supply chain modifications, product sourcing transitions, tariff refund claim monetization, addressing suspected tariff evasion by competitors, and executing broader cost-takeout goals, and may continue to take such actions in the future. The U.S. government may increase enforcement activity around tariffs and customs compliance, including evolving guidance, increased audits and more aggressive investigations, which could impact our mitigation strategies and lead to increased costs and legal risks. The U.S. government may also propose and implement additional changes to international trade agreements, tariffs, taxes, and other government rules and regulations. While the future financial impact of these actions and potential additional U.S. tariff actions and retaliatory actions by other countries remains unknown, the impacts could have a material adverse effect on our financial statements in any particular reporting period.

The payment of cumulative dividends on our Preferred Stock may create liquidity risk to the Company and dividend payment and dilution risks to shareholders.

We depend, in part, on our ability to successfully access the capital and financial markets to fund our operations and contractual commitments. On February 27, 2026, we closed our Common Stock Offering and Depositary Shares Offering. Each depositary share represents a 1/20th interest in a share of 8.50% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”). We expect to require approximately $50 million annually for the payment of dividends on the outstanding shares of our Preferred Stock, through the mandatory conversion date of February 15, 2029. The Preferred Stock dividends, if declared, can be paid in cash, or subject to certain limitations, in shares of our common stock, or a combination of both. Any unpaid dividends will continue to accumulate. Any cumulative dividends that we choose to pay in cash will reduce our liquidity for operations and other capital allocation priorities, and any cumulative dividends that we choose to pay in shares of common stock will result in dilution to existing shareholders.

In addition, if we require additional capital to support our operations, pay off existing debt, address impacts to our business related to market developments, fund dividend payments or outstanding financing commitments or meet other business requirements, we may need to refinance or restructure our debt beyond the refinancing activities completed in the second quarter of 2026, reduce or delay capital investments, or issue equity, equity-linked or debt securities, and these activities could have terms that are

unfavorable or could be dilutive. If we are unable to access the capital or financial markets at competitive rates, on terms acceptable to us or in sufficient amounts, or if we experience an increase in our borrowing costs or otherwise fail to manage our liquidity effectively, our business, financial position and results of operations could be materially adversely affected.

The issuance of stock in our Preferred Stock and Common Stock Offerings, and the possibility of the issuance of our common stock in the future, has and will cause dilution to the interests of our existing shareholders.

Unless earlier converted, each outstanding share of Preferred Stock will automatically convert on or about February 15, 2029, to shares of common stock, subject to customary anti-dilution adjustments. Collectively, these issuances or potential future issuances of common stock could be significant and will dilute the interests of our existing shareholders. The conversion of some or all of our shares of Preferred Stock, or the payment of dividends on our Preferred Stock in the form of common stock will dilute the ownership interest of the holders of our common stock.

Our common stock ranks junior to the Preferred Stock with respect to dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs.

Our common stock ranks junior to the Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up of our affairs. This means that, unless accumulated dividends have been paid or set aside for payment on all the outstanding Preferred Stock through the most recently completed dividend period, no dividends may be declared or paid on our common stock subject to limited exceptions. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Preferred Stock a liquidation preference equal to $1,000 per share plus accumulated and unpaid dividends.

The previously announced Private Placement of our common stock did not achieve required regulatory approvals, which prevented us from receiving $30 million in expected gross proceeds.

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

Our $2.0 billion ABL Credit Facility contains borrowing base requirements and springing financial covenants that may constrain our liquidity and operational flexibility.

On June 16, 2026, we entered into the ABL Credit Facility providing up to $2.0 billion in aggregate borrowing and replacing our previous unsecured revolving credit facility. Our ability to borrow under the ABL Credit Facility is restricted by a “borrowing base” tied directly to the value of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables, and cash held by us and our subsidiaries. A reduction in the value of our inventory or receivables, among other collateral, will reduce our inventory valuation or receivables, among other collateral, will lower our borrowing base and reduce our financial flexibility. The ABL Credit Facility contains operating and springing financial restrictions and these restrictions limit our ability, and the ability of our subsidiaries, to engage in certain financial agreements in the future. These restrictions could hinder our ability to react to changes in our industry or withstand a significant future downturn in our business.

The issuance of our Secured Notes could adversely affect our financial health, restrict our operational flexibility, and subject us to structural payment limitations.

On June 16, 2026, we issued the Secured Notes subject to the indenture. Additional debt service requirements related to the Secured Notes could impact our business and ability to execute our strategy. The Secured Notes are guaranteed by each domestic and Canadian subsidiary of the Company that is a borrower under, or a guarantor of, the Company’s obligations under the ABL Credit Facility. The Secured Notes and related guarantees are secured, on a second-priority basis, subject to certain exceptions, by substantially all the

assets of the Company and the guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. The Indenture governing the Secured Notes limits our ability, and the ability of our subsidiaries, to incur additional indebtedness, pay dividends, or make other equity distributions, create liens, make investments, or sell assets, subject to a number of important limitations and exceptions. These restrictions could impede our operational agility and limit our strategic options.


ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 19, 2021, our Board of Directors authorized a share repurchase program of up to $2 billion, which has no expiration date. On February 14, 2022, the Board of Directors authorized an additional $2 billion in share repurchases under the Company's ongoing share repurchase program. During the nine months ended September 30, 2026, we did not repurchase any shares under the program. At September 30, 2026, there were approximately $2.5 billion in remaining funds authorized under this program.

The following table summarizes repurchases of Whirlpool's common stock in the three months ended September 30, 2026:


Period (Millions of dollars, except number and price per share)	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans








July 1, 2026 through July 31, 2026	—			—	$	2,537
August 1, 2026 through August 31, 2026	—			—	2,537
September 1, 2026 through September 30, 2026	—			—	2,537
Total	—			—

Share repurchases are made from time to time on the open market as conditions warrant. The program does not obligate us to repurchase any of our shares and has no expiration date.


ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.	MINE SAFETY DISCLOSURES

Not applicable.


ITEM 5.	OTHER INFORMATION

None.


ITEM 6.	EXHIBITS


Exhibit 10.1*	A mend m ent to the W hirlpool Suppl emental Executive Retirement Plan (z)

Exhibit 10.2*	Amended and Restated Whirlpool Exe cutive Deferred Savings Plan II (z)

Exhibit 31.1*	Certification of Chief Executive Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 31.2*	Certification of Chief Financial Officer, Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32.1*	Certifications Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Filed Herewith

(z) Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

WHIRLPOOL CORPORATION

(Registrant)

By:

/s/ ROXANNE L. WARNER

Name:

Roxanne L. Warner

Title:

Executive Vice President
and Chief Financial Officer

Date:

October 27, 2026

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