US Market News
2週前
Whirlpool Announces Pricing of Cash Tender OfferJune 15, 2026 4:15 PM
PR Newswire (US) BENTON HARBOR, Mich., June 15, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") announced today the pricing of its previously announced (i) tender offer (the "Tender Offer") to purchase for cash any and all of the outstanding 1.250% Notes due 2026 (the "2026 Notes") and 1.100% Notes due 2027 (the "2027 Notes" and together with the 2026 Notes, the "Notes") of Whirlpool Finance Luxembourg S.à r.l., a private limited liability company (société à responsabilité limitée) organized under the laws of the Grand Duchy of Luxembourg (the "Issuer") and wholly owned subsidiary of the Company, and (ii) solicitation of consents from holders of the 2027 Notes (the "Consent Solicitation") to a proposed amendment (the "Proposed Amendment") to the indenture governing the 2027 Notes, dated as of November 2, 2016 (the "Indenture"). The following table details the Reference Yield, Fixed Spread, Tender Offer Consideration, Early Tender Premium and Total Consideration (each as defined in the Offer to Purchase and Consent Solicitation Statement (as defined below)) for each series of Notes.Title of NotesISIN/Common
Code(1)Reference
YieldFixed
SpreadTender Offer
Consideration(2)(3)Early Tender
Premium(2)Total
Consideration
(2) (3)(4)(5)1.250% Notes
due 2026 XS1514149159 / 1514149152.345 %50 bps€944.09€50.00€994.091.100% Notes
due 2027XS1716616179 /
1716616172.534 %50 bps€923.94€50.00€973.94(1)No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this release and the Offer to Purchase and Consent Solicitation Statement or printed on the Notes. They are provided solely for the convenience of holders of the Notes. (2)Per €1,000 principal amount of Notes tendered and accepted for purchase.(3)Excludes accrued and unpaid interest from the last date on which interest has been paid to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below), as applicable, that will be paid on the Notes accepted for purchase.(4)Includes the Early Tender Premium.(5)The Total Consideration in respect of each series of Notes was calculated at or around 4:00 p.m., Central European time (10:00 a.m., New York City time), today in accordance with standard market practice, as described in the Offer to Purchase and Consent Solicitation Statement.The Company has elected to exercise its right to make payment for Notes that were validly tendered at or prior to 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (the "Early Tender Expiration") and that are accepted for purchase on or about June 18, 2026 (the "Early Settlement Date"). Each holder of the Notes (each, a "Holder" and collectively, the "Holders") who validly tendered and did not validly withdraw its Notes at or prior to the Early Tender Expiration and whose Notes are accepted for purchase will be entitled to receive the Total Consideration (as set forth in the table above), which includes the Early Tender Premium (as set forth in the table above), together with accrued and unpaid interest, if any, from and including the last date on which interest has been paid to, but excluding, the Early Settlement Date on the Notes accepted for purchase.In connection with the Tender Offer and Consent Solicitation, the Company is expected to consummate an offering of $2.0 billion aggregate principal amount of senior secured notes (the "Financing Transaction"), consisting of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 on or about June 16, 2026. The Company expects to use a portion of the net proceeds from the Financing Transaction to pay the applicable consideration for all tendered Notes, plus accrued interest and all related fees and expenses.The Company will continue to accept Notes tendered after the Early Tender Expiration. The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 30, 2026, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). Holders of Notes who validly tender their Notes following the Early Tender Expiration and at or prior to the Expiration Time will be entitled to receive the Tender Offer Consideration. No tenders submitted after the Expiration Time will be valid. Payment for the Notes that are validly tendered at or prior to the Expiration Time and that are accepted for purchase will be made on a date promptly following the Expiration Time, which is currently anticipated to be July 6, 2026, the third business day following the Expiration Time (the "Final Settlement Date").The terms and conditions of the Tender Offer and the Consent Solicitation are described in an Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the "Offer to Purchase and Consent Solicitation Statement"). The Tender Offer and Consent Solicitation are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase and Consent Solicitation Statement.The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the "Dealer Manager") in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the "Tender and Information Agent") for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder's Notes, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase and Consent Solicitation Statement, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include, but are not limited to, statements relating to the expected timing and terms of the Tender Offer, our ability to complete the Tender Offer and, with respect to the 2027 Notes, the Consent Solicitation on the anticipated timeline or at all, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.European Economic AreaNeither this Tender Offer, the Consent Solicitation, nor any other transaction set forth in the Offer to Purchase and Consent Solicitation Statement constitutes a non-exempt offer of securities to the public within the meaning of the EU Prospectus Regulation and the Tender Offer and Consent Solicitation are not subject to the obligation to publish a prospectus under the EU Prospectus Regulation. The Offer to Purchase and Consent Solicitation Statement is not a prospectus for the purposes of the EU Prospectus Regulation.GeneralNone of the Offer to Purchase and Consent Solicitation Statement, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer and a dealer manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer or Consent Solicitation shall be deemed to be made by the respective dealer manager or such affiliates, as the case may be, on behalf of the Company in such jurisdiction. Neither the Tender Offer, the Consent Solicitation nor our website may be used for, or in connection with, any invitation to anyone in any jurisdiction or under any circumstances in which such invitation is not authorized or is unlawful. View original content to download multimedia:https://www.prnewswire.com/news-releases/whirlpool-announces-pricing-of-cash-tender-offer-302800692.htmlSOURCE Whirlpool Corporation Original: Whirlpool Announces Pricing of Cash Tender Offer
US Market News
4週前
Whirlpool Announces Upsize and Pricing of Offering of Secured NotesJune 2, 2026 5:19 PM
PR Newswire (US) BENTON HARBOR, Mich., June 2, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") announced today that it priced its offering of $1.0 billion in aggregate principal amount of 7.500% Senior Secured Second Lien Notes due 2031 (the "2031 Notes") and $1.0 billion in aggregate principal amount of 7.875% Senior Secured Second Lien Notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "Notes"). The offering was upsized from the previously announced offering size of $750 million in aggregate principal amount of each of the 2031 Notes and the 2034 Notes. The 2031 Notes will bear interest at the rate of 7.500% per year and the 2034 Notes will bear interest at the rate of 7.875% per year, in each case from June 16, 2026, payable semi-annually in arrears. The 2031 Notes will have a maturity date of July 1, 2031 and the 2034 Notes will have a maturity date of July 1, 2034, unless earlier repurchased or redeemed in accordance with their terms. The closing of the offering of the Notes is expected to occur on June 16, 2026, subject to the closing of the Company's proposed asset-based revolving credit facility (the "ABL Credit Facility") and other customary closing conditions. Whirlpool intends to use the net proceeds from the issuance of the Notes, together with borrowings under the ABL Credit Facility, to (i) pay the consideration for all 1.250% Senior Notes due 2026 (the "2026 Existing Notes") and 1.100% Senior Notes due 2027 (the "2027 Existing Notes" and, together with the 2026 Existing Notes, the "Existing Notes") in each case issued by Whirlpool Finance Luxembourg S.à r.l., a wholly owned subsidiary of Whirlpool, that are validly tendered to the Company in a tender offer and consent solicitation (the "Concurrent Tender Offer and Consent Solicitation"), (ii) satisfy and discharge, in accordance with the indenture governing the Existing Notes, as amended pursuant to the Concurrent Tender Offer and Consent Solicitation (the "Existing Notes Indenture"), any such Existing Notes that remain outstanding following the completion of the Concurrent Tender Offer and Consent Solicitation, by irrevocably depositing with the trustee under the Existing Notes Indenture funds sufficient to pay the principal of and interest on such Existing Notes as and when due, (iii) repay the amount outstanding under the Company's existing unsecured revolving credit facility, and (iv) pay fees and expenses in connection with the foregoing.The Notes and the obligations of the Company under the Notes and the indenture that will govern the Notes will be, jointly and severally, unconditionally 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 "Guarantors"). The Notes and related guarantees will be secured, on a second-priority basis, subject to permitted liens and certain exceptions described in the offering memorandum, by all the assets of the Company and the Guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. Some of our assets will be excluded from the collateral, such as our domestic manufacturing facilities, shares of capital stock of our subsidiaries or debts owing from our subsidiaries to us.Neither the Notes nor the related guarantees have been registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any other jurisdiction, and are not being offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The offering of the Notes is being made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful. In addition, this press release does not constitute a notice of redemption or offer to purchase pursuant to the Concurrent Tender Offer and Consent Solicitation with respect to the 2026 Existing Notes or the 2027 Existing Notes.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include, but are not limited to, statements relating to our ability to complete the offering of the Notes on the anticipated timeline or at all, and the anticipated use of the net proceeds therefrom, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC. View original content to download multimedia:https://www.prnewswire.com/news-releases/whirlpool-announces-upsize-and-pricing-of-offering-of-secured-notes-302789272.htmlSOURCE Whirlpool Corporation Original: Whirlpool Announces Upsize and Pricing of Offering of Secured Notes
US Market News
4週前
Whirlpool Announces Offering of Secured NotesJune 1, 2026 9:08 AM
PR Newswire (US) BENTON HARBOR, Mich., June 1, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") announced today that it is planning to offer, subject to market conditions and other factors, $750 million in aggregate principal amount of Senior Secured Second Lien Notes due 2031 (the "2031 Notes") and $750 million in aggregate principal amount of Senior Secured Second Lien Notes due 2034 (the "2034 Notes" and, together with the 2031 Notes, the "Notes"). Whirlpool intends to use the net proceeds from the issuance of the Notes, together with borrowings under the Company's new asset-based revolving credit facility (the "ABL Credit Facility"), to (i) pay the consideration for all 1.250% Senior Notes due 2026 (the "2026 Existing Notes") and 1.100% Senior Notes due 2027 (the "2027 Existing Notes" and, together with the 2026 Existing Notes, the "Existing Notes") in each case issued by Whirlpool Finance Luxembourg S.à r.l., a wholly owned subsidiary of Whirlpool, that are validly tendered to the Company in a tender offer and consent solicitation (the "Concurrent Tender Offer and Consent Solicitation"), (ii) satisfy and discharge, in accordance with the indenture governing the Existing Notes, as amended pursuant to the Concurrent Tender Offer and Consent Solicitation (the "Existing Notes Indenture"), any such Existing Notes that remain outstanding following the completion of the Concurrent Tender Offer and Consent Solicitation, by irrevocably depositing with the trustee under the Existing Notes Indenture funds sufficient to pay the principal of and interest on such Existing Notes as and when due, (iii) repay the amount outstanding under the Company's existing unsecured revolving credit facility, and (iv) pay fees and expenses in connection with the foregoing. The Notes and the obligations of the Company under the Notes and the indenture that will govern the Notes will be, jointly and severally, unconditionally 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 "Guarantors"). The Notes and related guarantees will be secured, on a second-priority basis, subject to permitted liens and certain exceptions described in the offering memorandum, by all the assets of the Company and the Guarantors that secure the obligations under the ABL Credit Facility on a first-priority basis. Some of our assets will be excluded from the collateral, such as our domestic manufacturing facilities, shares of capital stock of our subsidiaries or debts owing from our subsidiaries to us.The offering of the Notes is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering may be completed.Neither the Notes nor the related guarantees will be registered under the Securities Act of 1933, as amended ("Securities Act"), or the securities laws of any other jurisdiction, and will not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements. The offering of the Notes will be made only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful. In addition, this press release does not constitute a notice of redemption or offer to purchase pursuant to the Concurrent Tender Offer and Consent Solicitation with respect to the 2026 Existing Notes or the 2027 Existing Notes.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include, but are not limited to, statements relating to the proposed offering of the Notes, our ability to complete the offering of the Notes on the anticipated timeline or at all, and the anticipated use of the net proceeds therefrom, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC. View original content to download multimedia:https://www.prnewswire.com/news-releases/whirlpool-announces-offering-of-secured-notes-302787111.htmlSOURCE Whirlpool Corporation Original: Whirlpool Announces Offering of Secured Notes
US Market News
4週前
Whirlpool Announces Tender Offer and Consent Solicitation for Outstanding Notes Due 2026 and 2027June 1, 2026 9:10 AM
PR Newswire (US) BENTON HARBOR, Mich., June 1, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR) ("Whirlpool" or the "Company") announced today that it has commenced a tender offer (the "Tender Offer") to purchase for cash any and all outstanding 1.250% Senior Notes due 2026 (the "2026 Existing Notes") and 1.100% Senior Notes due 2027 (the "2027 Existing Notes" and, together with the 2026 Existing Notes, the "Existing Notes") of Whirlpool Finance Luxembourg S.à r.l. ("Whirlpool Luxembourg"), a wholly owned subsidiary of Whirlpool. In connection with the Tender Offer, the Company is also soliciting consents (the "Consents") from registered holders (each, a "Holder" and, collectively, the "Holders") of the 2027 Existing Notes (the "Consent Solicitation") to a proposed amendment (the "Proposed Amendment") to the indenture governing the Existing Notes (the "Existing Notes Indenture") to accelerate Whirlpool Luxembourg's ability to satisfy and discharge the Existing Notes Indenture with respect to the 2027 Existing Notes.The consummation of the Tender Offer and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions described in an Offer to Purchase and Consent Solicitation Statement, dated June 1, 2026 (the "Offer to Purchase and Consent Solicitation Statement"), including, but not limited to, the Company having completed a concurrent offering of new senior secured notes on terms and conditions satisfactory to it in its sole discretion, the net proceeds of which are sufficient to pay the aggregate total consideration for all the tendered Existing Notes, plus accrued interest and all fees and expenses incurred in connection with the Tender Offer and the Consent Solicitation. The Tender Offer is not conditioned on any minimum amount of Existing Notes being tendered or the receipt of Requisite Consents (as defined below). The Company reserves the right, but is under no obligation, to waive any and all of the conditions of the Tender Offer and the Consent Solicitation at any time, in each case without extending the Withdrawal Time (as defined below) for the Tender Offer, subject to applicable law. The Company reserves the right to terminate or extend the Tender Offer or the Consent Solicitation if any condition to the Tender Offer or the Consent Solicitation is not satisfied (or otherwise in its sole discretion), and to amend the Tender Offer or the Consent Solicitation in any respect.The terms and conditions of the Tender Offer and the Consent Solicitation are described in the Offer to Purchase and Consent Solicitation Statement. The following table summarizes the material pricing terms of the Tender Offer.Title of Note
ISIN/Common Code(1)
Outstanding
Principal
Amount(2)
Maturity Date
Reference
Security(3)
Fixed
Spread
Early
Tender
Premium(4)1.250% Notes
due 2026
XS1514149159 / 151414915
€500,000,000
November 2, 2026
0.000% OBL
due 10/09/2026
#184
50 bps
€50
1.100% Notes
due 2027
XS1716616179 / 171661617
€600,000,000
November 9, 2027
1.300% OBL
due 10/15/2027
#186
50 bps
€50_______________________________________________________(1) No representation is made as to the correctness or accuracy of the ISINs or Common Codes listed in this release and the Offer to Purchase and Consent Solicitation Statement or printed on the Notes. They are provided solely for the convenience of Holders of the Notes.
(2) As of May 29, 2026.
(3) The applicable page on Bloomberg from which the bid side price of the Reference Security will be quoted.
(4) Per €1,000 principal amount of Notes that are accepted for purchase. Included in the Total Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Expiration.The Tender Offer and the Consent Solicitation will expire at 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 30, 2026, unless extended by the Company in its sole discretion (such time and date, as the same may be extended, the "Expiration Time"). Subject to the terms and conditions of the Tender Offer, Holders of Existing Notes that are validly tendered at or prior to 5:00 p.m., Central European time (11:00 a.m., New York City time), on June 12, 2026 (such date and time, as the same may be extended, the "Early Tender Expiration") and not validly withdrawn at any time at or prior to 5:00 p.m. Central European time (11:00 a.m., New York City time), on June 12, 2026, unless extended (such date and time, as the same may be extended, the "Withdrawal Time") will be eligible to receive the Total Consideration, which includes the Early Tender Premium set forth in the table above. The applicable Total Consideration for each €1,000 principal amount of Existing Notes validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase and Consent Solicitation Statement by reference to the Fixed Spread specified on the front cover of the Offer to Purchase and Consent Solicitation Statement over the applicable Reference Yield based on the bid-side price of the applicable Reference Security specified on the front cover of the Offer to Purchase and Consent Solicitation Statement, at 4:00 p.m., Central European time (10:00 a.m. New York City time), on June 15, 2026. Holders of Existing Notes that are validly tendered after the Early Tender Expiration, but on or prior to the Expiration Time, will be eligible to receive only the Tender Offer Consideration, which is the Total Consideration less the Early Tender Premium. No tenders will be valid if submitted after the Expiration Time. The "Early Settlement Date" is expected to be on or about June 17, 2026 (the "Early Settlement Date"), but will be determined at the Company's option, subject to all conditions to the Tender Offer and Consent Solicitation having been satisfied or waived by the Company. The Company reserves the right, in its sole discretion, to extend or forgo the Early Settlement Date, if any. In the event that it forgoes the Early Settlement Date, all Holders whose Existing Notes are accepted for payment by the Company will receive payment on the Final Settlement Date. The Final Settlement Date is expected to be on July 6, 2026, which is the third business day following the Expiration Time, unless extended or earlier terminated by the Company with respect to the Tender Offer in its sole discretion (the "Final Settlement Date").In addition, Holders will receive accrued and unpaid interest, if any, on all of their Existing Notes accepted for purchase from the last interest payment date on the relevant series of Existing Notes, up to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable. Holders of the 2027 Existing Notes that validly tender their 2027 Existing Notes pursuant to the Tender Offer will be deemed to have delivered their Consents to the Proposed Amendment by virtue of such tender. Holders of the 2027 Existing Notes may not tender their 2027 Existing Notes pursuant to the Tender Offer without delivering their Consents in the Consent Solicitation, and Holders of the 2027 Existing Notes may not deliver Consents without also tendering their 2027 Existing Notes.In order for the Proposed Amendment to be adopted, the Consents must be received in respect of at least a majority of the principal amount of the 2027 Existing Notes then outstanding (the "Requisite Consents"). Following the later of (i) the receipt of the Requisite Consents and (ii) the Withdrawal Time, the Company expects to execute and deliver to the trustee under the Existing Notes Indenture a supplemental indenture (the "Supplemental Indenture") to the Existing Notes Indenture giving effect to the Proposed Amendment. However, the Proposed Amendment will not become operative until and unless the Company purchases all 2027 Existing Notes validly tendered (and not validly withdrawn) in the Tender Offer.Any Existing Notes validly tendered and, in the case of the 2027 Existing Notes, related Consents validly delivered, may be withdrawn or revoked from the Tender Offer and, in the case of the 2027 Existing Notes, the Consent Solicitation, at or prior to the Withdrawal Time. Any Existing Notes validly tendered and, in the case of the 2027 Existing Notes, related Consents validly delivered, at or prior to the Withdrawal Time that are not validly withdrawn or revoked on or prior to the Withdrawal Time may not be withdrawn or revoked thereafter, except in certain limited circumstances where additional withdrawal rights are required by law. In addition, any Existing Notes validly tendered and, in the case of the 2027 Existing Notes, related Consents validly delivered, after the Withdrawal Time may not be withdrawn or revoked, except in certain limited circumstances where additional withdrawal rights are required by law.None of the Company, its board of directors, the Dealer Manager, the Tender and Information Agent, the trustee under the Existing Notes Indenture, or any of their respective affiliates, makes any recommendation as to whether any Holder should tender or deliver, or refrain from tendering or delivering, any or all of such Holder's Existing Notes or, in the case of the 2027 Existing Notes, the Consents, and none of the Company nor any of its affiliates has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Existing Notes and, if so, the principal amounts of Existing Notes to tender. If any Holder is in any doubt as to the contents of this release, or the Offer to Purchase, or the action it should take, the Holder should seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser. The Tender Offer and the Consent Solicitation are made only by the Offer to Purchase and Consent Solicitation Statement. Holders are urged to read the Offer to Purchase and Consent Solicitation Statement carefully before making any decision with respect to the Tender Offer or the Consent Solicitation. The Offer to Purchase and Consent Solicitation Statement contains important information that should be read carefully before any decision is made with respect to the Tender Offer or the Consent Solicitation. This release does not describe all the material terms of the Tender Offer or the Consent Solicitation, and no decision should be made by any Holder on the basis of this release. The terms and conditions of the Tender Offer are described in the Offer to Purchase and Consent Solicitation Statement, and this release must be read in conjunction with the Offer to Purchase and Consent Solicitation Statement. The Tender Offer and the Consent Solicitation are not being made to Holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Tender Offer and the Consent Solicitation to be made by a licensed broker or dealer, the Tender Offer and the Consent Solicitation will be deemed to be made on behalf of the Company by the Dealer Manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Any individual or entity whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company, or other nominee must contact such entity if it wishes to tender such Existing Notes pursuant to the Tender Offer and, in the case of the 2027 Existing Notes, deliver Consents pursuant to the Consent Solicitation.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.Citigroup Global Markets Inc. is the dealer manager and solicitation agent (the "Dealer Manager") in the Tender Offer and the Consent Solicitation. Global Bondholder Services Corporation has been retained to serve as the tender and information agent (the "Tender and Information Agent") for the Tender Offer and the Consent Solicitation. Questions regarding the Tender Offer and the Consent Solicitation should be directed to Citigroup Global Markets Inc. by telephone at +1 (212) 723-6106 (call collect) or +1 (800) 558-3745 (toll-free). Requests for copies of the Offer to Purchase and Consent Solicitation Statement and other related materials should be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (bankers and brokers, call collect) or (855) 654-2014 (all other, toll-free); or by email at contact@gbsc-usa.com.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include, but are not limited to, statements relating to the expected timing and terms of the proposed Tender Offer and, with respect to the 2027 Existing Notes, the Consent Solicitation, our ability to complete the Tender Offer and, with respect to the 2027 Existing Notes, the Consent Solicitation on the anticipated timeline or at all, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; (25) the uncertain global economy and changes in economic conditions; (26) financing and liquidity uncertainty including payment of dividends on our 8.50% Mandatory Convertible Preferred Stock; (27) the dilutive effect of conversion and potential dividend payments in common stock for our 8.50% Mandatory Convertible Preferred Stock; (28) the liquidation preference of our 8.50% Mandatory Convertible Preferred Stock above our common stock; and (29) reduced operational flexibility and liquidity under our ABL Credit Facility. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.European Economic AreaNeither this Tender Offer, the Consent Solicitation, nor any other transaction set forth in the Offer to Purchase and Consent Solicitation Statement constitutes a non-exempt offer of securities to the public within the meaning of the EU Prospectus Regulation and the Tender Offer and Consent Solicitation are not subject to the obligation to publish a prospectus under the EU Prospectus Regulation. The Offer to Purchase and Consent Solicitation Statement is not a prospectus for the purposes of the EU Prospectus Regulation.GeneralNone of the Offer to Purchase and Consent Solicitation Statement, this announcement or the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Existing Notes (and tenders of Existing Notes for purchase pursuant to the Tender Offer will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer or Consent Solicitation to be made by a licensed broker or dealer and a dealer manager or any of its respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer or Consent Solicitation shall be deemed to be made by the respective dealer manager or such affiliates, as the case may be, on behalf of the Company in such jurisdiction. Neither the Tender Offer, the Consent Solicitation nor our website may be used for, or in connection with, any invitation to anyone in any jurisdiction or under any circumstances in which such invitation is not authorized or is unlawful. View original content to download multimedia:https://www.prnewswire.com/news-releases/whirlpool-announces-tender-offer-and-consent-solicitation-for-outstanding-notes-due-2026-and-2027-302787113.htmlSOURCE Whirlpool Corporation Original: Whirlpool Announces Tender Offer and Consent Solicitation for Outstanding Notes Due 2026 and 2027
US Market News
3月前
KITCHENAID BRAND UNVEILS ITS BIGGEST TILT HEAD STAND MIXER INNOVATION IN DECADES: ARTISAN® PLUSMarch 30, 2026 8:00 AM
PR Newswire (US)
Equipped with new features including Precision Speed Control and LED bowl light, home cooks can now achieve effortless accuracy BENTON HARBOR, Mich., March 30, 2026 /PRNewswire/ -- Today, KitchenAid unveils their biggest advancement to its Tilt-Head Stand Mixer since 1955: The Artisan® Plus Stand Mixer. Designed as an evolution of the brand's iconic tilt-head form, the new model features a suite of breakthrough enhancements, including an LED bowl light, precision speed control, a double flex edge beater, and - for the first time on a tilt-head mixer - a ½ speed setting, as well as stainless steel accessories, offering a more precise way to create in the kitchen.
For more than 100 years, KitchenAid and its legendary Stand Mixer have been a catalyst for endless delight, exploration, and memory making right in everyone's kitchen. Now, the icon has been reimagined to take creating in the kitchen to new heights.New Design and Color Options
The Artisan® Plus Stand Mixer debuts four new colorways to the KitchenAid brand portfolio, currently available exclusively to the model, and comes in three distinct finishes – designed to add depth, warmth and visual interest to any kitchen:Sundried Tomato, Crinkle FinishWild Blueberry, Crinkle FinishIron Ore Bronze, Satin Metallic FinishOat, Satin FinishIn addition to these new shades, the mixer is also available in 11 of KitchenAid brand's most beloved existing colors, including Agave, Cast Iron Black, Matte Black, Blue Steel, Cardamom, Feather Pink, Juniper, Mint Julep, Medallion Silver, Porcelain White, and Pebbled Palm."Innovation is at the core of KitchenAid, and as the #1 mixing brand in the world1, we are constantly looking at ways to evolve and unlock even more possibilities for home cooks in the kitchen," said Chad Ries, Global Head of Product, Brand and Insights at KitchenAid Small Appliances. "That's why we've introduced the Artisan® Plus Stand Mixer – the most premium Stand Mixer option in KitchenAid brand history. With new features, like the LED bowl light, precision speed control and a double flex edge beater to reach every last morsel, home cooks can now uplevel their creations due to more control, visibility and precision."In celebration of the launch of Artisan® Plus, KitchenAid is giving consumers a chance to be one of the five lucky winners to receive one of the brand new stand mixers in a color option of their choosing between the new colorways: Sundried Tomato, Wild Blueberry, Iron Ore Bronze and Oat2. Until April 13, 2026, consumers can enter for a chance to win at: https://www.kitchenaid.com/countertop-appliances/stand-mixers/tilt-head-stand-mixers/artisan-plus .Key Features of the Artisan® Plus Stand MixerPrecision Speed Control: Smoothly glide between speeds, finding the exact setting needed for your perfect textures every time.Integrated Bowl Light: The first-ever KitchenAid Stand Mixer with a built-in LED bowl light, providing visibility for precise measurements, thorough mixing and effortless accuracy.Double Flex Edge Beater: Silicone-edges scrape the bowl as it mixes, reducing the need to stop and scrape manually.3½ Fold Speed: Gently incorporates ingredients to prevent overmixing, ideal for folding in delicate ingredients, like blueberries and egg whites.Soft Start: Gradually increases mixing speed to keep ingredients in the bowl and help avoid splatter.Stainless Steel Accessories: All Artisan® Plus Mixers come with durable, dishwasher safe Stainless Steel Accessories: Precision Welded Stainless Steel Bowl, Double Flex Edge Beater, Dough Hook, Wire Whisk, and Flat Beater.Frequently Asked Questions:What is the Artisan® Plus Stand Mixer?
The Artisan® Plus Stand Mixer is the biggest advancement to the KitchenAid Tilt Head Stand Mixer since 1955. Built with the trusted quality and durability of the KitchenAid brand, the Artisan® Plus Mixer is crafted for accurate speed control for your KitchenAid Stand Mixer.Will the Artisan® Plus Stand Mixer work with my existing KitchenAid attachments?
Yes. The Artisan® Plus Stand Mixer is compatible with KitchenAid brand's full lineup of hub-powered Stand Mixer attachments4, allowing consumers to use their existing accessories and expand their capabilities in the kitchen.Are the new colors exclusive to the Artisan® Plus Stand Mixer?
For now, Oat, Sundried Tomato, Wild Blueberry, and Iron Ore Bronze are exclusive to the Artisan® Plus Stand Mixer.What makes the Artisan® Plus Stand Mixer different from previous KitchenAid tilt-head mixers?
The Artisan® Plus Stand Mixer introduces first-ever features for the KitchenAid tilt-head Stand Mixer, including an integrated LED bowl light and precision speed control, designed to improve accuracy, visibility, and ease of use.Do the other KitchenAid Stand Mixers come with a Bowl Light?
The Artisan® Plus Stand Mixer is the first and only current KitchenAid Stand Mixer to come equipped with an LED bowl light, providing visibility for precise measurements, thorough mixing, and effortless accuracy.Are the Stainless Steel Accessories Dishwasher Safe?
Yes, the Stainless Steel Accessories that come with all Artisan® Plus Mixers are dishwasher safe.How many speed settings does the Artisan® Plus Stand Mixer have?
The Artisan® Plus Stand Mixer features 11 speed settings, including a ½ Fold Speed designed to gently incorporate delicate ingredients, like egg whites or berries without overmixing. Combined with Precision Speed Control, this expanded range allows you to smoothly adjust speeds and dial in the exact setting needed for your desired texture.What is Soft Start on the Artisan® Plus Stand Mixer, and how does it help?
Soft Start gradually increases the mixing speed to help keep ingredients in the bowl, reducing splatter and mess. It's especially helpful when starting mixes with dry or delicate ingredients, giving you more control from the very first turn of the mixer.Availability
The Artisan® Plus Stand Mixer is now available on KitchenAid.com:KSM50PKVX (MSRP: $599.995)About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales - close to 90% of which were in the Americas - 41,000 employees, and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.About KitchenAid
Since the introduction of its legendary stand mixer in 1919 and first dishwasher in 1949, KitchenAid has built on the legacy of these icons to create a complete line of products designed for those with a passion to make. Today, the KitchenAid® brand offers virtually every essential for the well-equipped kitchen with a collection that includes everything from countertop appliances to cookware, ranges to refrigerators, and whisks to wine cellars. To learn more, visit KitchenAid.com or follow us on Instagram, @KitchenAidUSA.Media Contact:
MSL
KitchenAid@mslgroup.com1 Source Euromonitor International Limited; based on custom research conducted November 2025 for value sales (in USD) in 2025 through all retail channels.
2 NO PURCHASE NECESSARY. Sweepstakes ends 4/13/26 at 11:59pm ET. Open to legal U.S. residents physically residing in the 48 contiguous United States and Washington D.C. who are at least 18 years of age and the age of majority. For full eligibility restrictions, & complete details, see Official Rules. Sponsor: KitchenAid Global LLC. Void where prohibited or restricted by law.
3 Compared to the KitchenAid brand's Single Flex edge beater
4 Attachments sold separately
5 MSRP is manufacturer's suggested retail price. Dealer alone determines actual retail and advertised prices.
View original content to download multimedia:https://www.prnewswire.com/news-releases/kitchenaid-brand-unveils-its-biggest-tilt-head-stand-mixer-innovation-in-decades-artisan-plus-302728063.htmlSOURCE KitchenAid
Original: KITCHENAID BRAND UNVEILS ITS BIGGEST TILT HEAD STAND MIXER INNOVATION IN DECADES: ARTISAN® PLUS
US Market News
4月前
Whirlpool Corporation Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary SharesFebruary 25, 2026 12:46 AM
PR Newswire (US)
BENTON HARBOR, Mich., Feb. 25, 2026 /PRNewswire/ -- Whirlpool Corporation [NYSE: WHR] ("Whirlpool" or the "Company") announced today the pricing of its previously announced separate underwritten public offerings of (i) 6,884,057 shares of common stock, par value $1.00 per share ("Common Stock"), at a public offering price of $69.00 per share (the "Common Stock Offering") and (ii) 10,500,000 depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of newly issued 8.50% Series A Mandatory Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock"), at a public offering price of $50.00 per Depositary Share (the "Depositary Shares Offering" and, together, the "Offerings"). Whirlpool has granted the underwriters in each respective offering a 30-day option to purchase up to an additional (i) 1,014,493 shares of Common Stock and (ii) 1,000,000 Depositary Shares, solely to cover over-allotments, if any, in each case at the public offering price less the applicable underwriting discount. The Offerings are expected to close on February 27, 2026, subject to customary closing conditions.
On February 24, 2026, the Company entered into a Common Stock Purchase Agreement (the "Purchase Agreement") with Guangdong Whirlpool Electrical Appliances Co., Ltd. (the "Buyer") for the sale of an aggregate of 434,782 shares of the Company's Common Stock at a price per share of $69.00, for an aggregate purchase price of $30 million. The sale was done in a private placement (the "Private Placement") in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. The Buyer is a wholly owned subsidiary of Whirlpool (China) Co., Ltd. ("Whirlpool China"), an entity of which the Company indirectly holds a minority equity interest and which is listed on the Shanghai Stock Exchange. The effectiveness of the Purchase Agreement is subject to the approval of the shareholders of Whirlpool China. Also on February 24, 2026, Guangdong Galanz Household Appliances Co., Ltd. (the "Support Party"), the controlling shareholder of Whirlpool China, delivered a Letter of Understanding to the Company, which provides, among other things, that the Support Party will use reasonable best efforts to cause Whirlpool China to convene a shareholder meeting to consider the approval of the Purchase Agreement and to vote in favor of the Purchase Agreement at such meeting. The closing of the Private Placement is also subject to customary conditions, including certain regulatory approvals. The closing date for the Private Placement is initially scheduled to occur on July 31, 2026. The closing date can be unilaterally delayed by the Buyer for up to 240 days. The closing of the Private Placement is not a condition to the closing of the Offerings. No assurance can be given that the Private Placement will be consummated in a timely manner or at all. Wells Fargo Securities, LLC acted as placement agent in connection with the Private Placement.The net proceeds from the Common Stock Offering will be approximately $454.9 million (assuming the underwriters do not exercise the option to purchase additional shares of Common Stock) and the net proceeds from the Depositary Shares Offering will be approximately $508.1 million (assuming the underwriters do not exercise the over-allotment option to purchase additional Depositary Shares), in each case after deducting the applicable underwriting discount and estimated offering expenses payable by Whirlpool. Whirlpool intends to use the net proceeds from the Offerings to repay a portion of the amounts outstanding under the Company's revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation.Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The Preferred Stock will accumulate dividends (which may be paid in cash or, subject to certain limitations, in shares of Common Stock or in any combination of cash and shares of Common Stock) at a rate per annum equal to 8.50% on the liquidation preference thereof, which is $1,000 per share, payable when, as and if declared by Whirlpool's board of directors (or an authorized committee thereof), on February 15, May 15, August 15 and November 15 of each year, beginning on May 15, 2026 and ending on, and including, February 15, 2029. Unless earlier converted, each outstanding share of Preferred Stock will automatically convert for settlement on or about February 15, 2029, into between 12.334 and 14.492 shares of Common Stock (and, correspondingly, each Depositary Share will automatically convert into between 0.6167 and 0.7246 shares of Common Stock), subject to customary anti-dilution adjustments, determined based on the volume-weighted average price of the Common Stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day prior to February 15, 2029. Other than during a fundamental change conversion period (as defined in the prospectus supplement relating to the Depositary Shares Offering), at any time prior to the mandatory conversion settlement date, a holder of 20 Depositary Shares may cause the bank depositary to convert one share of Preferred Stock, on such holder's behalf, into a number of shares of Common Stock equal to the minimum conversion rate of 12.334, subject to certain anti-dilution and other adjustments. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Whirlpool has applied to list the Depositary Shares on The New York Stock Exchange under the symbol "WHR.PRA."Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as lead joint bookrunning managers for the Offerings. BNP Paribas Securities Corp. and Mizuho Securities USA LLC are acting as joint bookrunning managers for the Offerings. BofA Securities, Inc., Goldman Sachs & Co. LLC and Scotia Capital (USA) Inc. are acting as joint bookrunning managers for the Depositary Shares Offering, BofA Securities, Inc. and Goldman Sachs & Co. LLC are acting as joint bookrunning managers for the Common Stock Offering and Scotia Capital (USA) Inc. is acting as a co-manager for the Common Stock Offering. MUFG Securities Americas Inc., PNC Capital Markets LLC, Loop Capital Markets LLC and Itau BBA USA Securities, Inc. are acting as co-managers for the Offerings. ICR Capital LLC is acting as Whirlpool's financial advisor for the Depositary Shares Offering.A registration statement on Form S-3 relating to these securities has been filed with the Securities and Exchange Commission (the "SEC") and has become effective. Each Offering may be made only by means of a prospectus supplement and accompanying prospectus. When available, copies of the final prospectus supplements and accompanying prospectuses related to the Offerings can be obtained by visiting the SEC's website at http://www.sec.gov or by contacting Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 or by email at WFScustomerservice@wellsfargo.com; J.P. Morgan Securities LLC, Attention: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; or Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 800-831-9146.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include statements relating to the offerings of Common Stock, Preferred Stock and Depositary Shares, our ability to complete the Offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.
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Original: Whirlpool Corporation Announces Pricing of Upsized Concurrent Offerings of Common Stock and Depositary Shares
US Market News
4月前
Whirlpool Announces Strategic Recapitalization to Accelerate Deleveraging and Strategic GrowthFebruary 23, 2026 4:25 PM
PR Newswire (US)
BENTON HARBOR, Mich., Feb. 23, 2026 /PRNewswire/ -- Whirlpool Corporation [NYSE: WHR] ("Whirlpool" or the "Company") announced today the launch of concurrent separate underwritten public offerings of (i) shares of common stock, par value $1.00 per share ("Common Stock") and (ii) depositary shares ("Depositary Shares"), each representing a 1/20th interest in a share of newly issued Series A Mandatory Convertible Preferred Stock, par value $1.00 per share ("Preferred Stock") (together, the "Offerings"). The aggregate proceeds from the Offerings are anticipated to be $800,000,000. Whirlpool expects to grant to the underwriters of the Offerings a 30-day option to purchase additional shares of Common Stock and Depositary Shares, solely to cover over-allotments, if any. Whirlpool intends to use the net proceeds from the Offerings to repay a portion of the amounts outstanding under the Company's revolving credit facility and for general corporate purposes, including strategic investments in vertical integration and automation.
Holders of the Depositary Shares will be entitled to a proportional fractional interest in the rights and preferences of the Preferred Stock, including conversion, dividend, liquidation and voting rights, subject to the provisions of a deposit agreement. The Preferred Stock is expected to have a liquidation preference of $1,000 per share. Unless earlier converted, each share of Preferred Stock will automatically convert, for settlement on or about February 15, 2029, into a variable number of shares of Common Stock based on the applicable conversion rate, and each Depositary Share will automatically convert into a number of shares of Common Stock equal to a proportionate fractional interest in such shares of Common Stock. The dividend rate, conversion terms and other terms of the Preferred Stock will be determined at the time of pricing of the offering of the Depositary Shares. Currently, there is no public market for the Depositary Shares or the Preferred Stock. Whirlpool intends to apply to list the Depositary Shares on The New York Stock Exchange under the symbol "WHR.PRA."Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as lead joint bookrunning managers for the Offerings. BNP Paribas Securities Corp. and Mizuho Securities USA LLC are acting as joint bookrunning managers for the Offerings. Scotia Capital (USA) Inc. is also acting as a joint bookrunning manager for the offering of the Depositary Shares and a co-manager for the offering of the Common Stock. ICR Capital LLC is acting as Whirlpool's financial advisor for the offering of the Depositary Shares.A registration statement on Form S-3 relating to these securities has been filed with the Securities and Exchange Commission (the "SEC") and has become effective. Each Offering may be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplements and accompanying prospectuses related to the Offerings can be obtained by visiting the SEC's website at http://www.sec.gov or by contacting Wells Fargo Securities, LLC, Attention: Wells Fargo Securities, 90 South 7th Street, 5th Floor, Minneapolis, MN 55402, by telephone at 800-645-3751 or by email at WFScustomerservice@wellsfargo.com; J.P. Morgan Securities LLC, Attention: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or by email at prospectus-eq_fi@jpmchase.com; or Citigroup Global Markets Inc., Attention: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at 800-831-9146.This release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor does it constitute an offer, solicitation or sale of these securities, in any jurisdiction in which such offer, solicitation or sale is unlawful.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales—close to 90% of which were in the Americas—41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThe Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made by us or on our behalf. Certain statements contained in this document do not relate strictly to historical or current facts and may contain forward-looking statements that reflect our current views with respect to future events and financial performance. As such, they are considered "forward-looking statements" which provide current expectations or forecasts of future events. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "guarantee," "seek," and the negative of these words and words and terms of similar substance. Examples of forward-looking statements include statements relating to the offerings of Common Stock, Preferred Stock and Depositary Shares, our ability to complete the Offerings on the anticipated timeline or at all and the anticipated use of the net proceeds therefrom, as well as any other statement that does not directly relate to any historical or current fact. These forward-looking statements should be considered with the understanding that such statements involve a variety of risks and uncertainties, known and unknown, and may be affected by inaccurate assumptions. Consequently, no forward-looking statement can be guaranteed and actual results may vary materially.Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers and builders; (3) Whirlpool's ability to maintain its reputation and brand image; (4) Whirlpool's ability to achieve its business objectives and successfully manage its strategic portfolio transformation and outsourced business unit service model; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past transactions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to Whirlpool's international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions. Except as required by law, we undertake no obligation to update any forward-looking statement, and investors are advised to review disclosures in our filings with the SEC. It is not possible to foresee or identify all factors that could cause actual results to differ from expected or historic results. Therefore, investors should not consider the foregoing factors to be an exhaustive statement of all risks, uncertainties, or factors that could potentially cause actual results to differ from forward-looking statements. Additional information concerning these factors can be found in our periodic filings with the SEC, including our most recent Annual Report on Form 10-K, as updated by our quarterly reports on Form 10-Q, current reports on Form 8-K and other filings we make with the SEC.
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Original: Whirlpool Announces Strategic Recapitalization to Accelerate Deleveraging and Strategic Growth
US Market News
4月前
/C O R R E C T I O N -- KitchenAid/February 12, 2026 9:42 AM
PR Newswire (US)
In the news release, KITCHENAID® INTRODUCES ITS 2026 COLOR OF THE YEAR: SPEARMINT, issued 12-Feb-2026 by KitchenAid over PR Newswire, we are advised by the company that changes have been made. The complete, corrected release follows, with additional details at the end:
KITCHENAID® INTRODUCES ITS 2026 COLOR OF THE YEAR: SPEARMINT
A mint-green hue with tactile sand-texture paint finish brings calm, clarity, and revitalizing energy to the kitchenBENTON HARBOR, Mich., Feb. 12, 2026 /PRNewswire/ -- Today, KitchenAid® unveils Spearmint as its 2026 Color of the Year. Spearmint is the eighth edition of the iconic KitchenAid® Color of the Year Program. As the color authority in the kitchen, the brand's Color of the Year program taps global trends to capture current cultural moments and inspire consumers around the world. This year's color is a minty-green hue that invites consumers to step into the fresh side and also introduces a new textural finish to the KitchenAid Color of the Year portfolio, Sand.
"Amid global uncertainty, we are seeing that consumers are seeking renewal by redefining success and reclaiming control over their personal fulfillment and well-being. That is why we are introducing Spearmint as our 2026 Color of the Year," said Chad Ries, Senior Director Global Brand and Product Marketing at KitchenAid Small Appliances. "For all of these reasons, we see Spearmint as a color that invites individuals to be present, promoting a refreshing state of mind, and symbolizing positive growth and renewal, embodying a return to self."For the first time ever, KitchenAid has expanded its Color of the Year program into the Major Appliance category by introducing a limited-edition 36-inch Dual Fuel Commercial-Style Range in the new Spearmint hue, available only through a limited-time sweepstakes1."The new Range is the first of many exclusive, limited-edition product drops coming from KitchenAid Major Appliances. It is a rare collector's piece that you cannot buy in stores, and is available only through a limited-time sweepstakes, giving just five lucky winners the chance to own a piece of brand history alongside a matching stand mixer," said Kevin Sulaiman, Senior Brand Manager at KitchenAid Major Appliances.Until February 26, 2026, consumers can enter for a chance to win at https://www.kitchenaid.com/countertop-appliances/color-of-the-year."When identifying this year's color, we were driven by a desire to refresh the senses and find a moment of clarity. Spearmint breathes life into a space, filling it with a soothing yet invigorating energy," said Brittni Pertijs, Design Manager, Color, Material and Finish Design at Whirlpool Corporation. "With this year's Color of the Year selection we're also adding a new sand-textured paint finish to our Color of the Year portfolio which has a subtle, grounding warmth that feels reminiscent of baking, cooking, and the moments we spend creating in the kitchen. This makes Spearmint a color you don't just see, but feel. As one of our biggest programs of the year, Color of the Year felt like the right moment to introduce limited-editions to our Major appliance category and expand the color portfolio beyond the countertops."The Artisan® Stand Mixer is available in more than 40 colors, now including Spearmint on KitchenAid.com.KSM195PSSD– MSRP $549.992Frequently Asked QuestionsWhat is the KitchenAid Color of the Year program and how has it evolved over the years?
The KitchenAid Color of the Year program spotlights the brand's work on trend forecasting. Each year, the Whirlpool Color, Finish, and Material team identifies a single hue that reflects current cultural, aesthetic, and consumer trends - showcasing the KitchenAid brand's leadership in design and color innovation.What is the Whirlpool Color, Material & Finish team's involvement in the KitchenAid Color of the Year Program?
The program is led by Whirlpool's global Color, Finish, and Material team, who analyze sociocultural, interior design, and aesthetic trends over several years. They monitor emerging themes, validate long-term relevance, and refine the selection before finalizing the color.What does the Color of the Year development process look like?
The process begins years in advance. The team tracks cultural signals and emerging shades, reviews historical palettes, and considers consumer mindset shifts. From there, the team of experts fine-tune undertones, saturation, texture, and finish to ensure the color is just right.How long did the selection for Spearmint take from start to finish?
The Spearmint development process spanned approximately three years, though the team had been monitoring the trend of greens and blues in fashion and interiors for much longer.What trends influenced the selection of Spearmint?
The team observed the enduring popularity of greens and blues, alongside a resurgence of minty tones across fashion and interior design. Research also highlighted Makers' desire for sensorially designed spaces, which inspired the tactile finish.How is the Spearmint color described?
Spearmint is a vibrant minty green with distinct blue undertones, paired with a Sand finish that softens its brightness and gently diffuses the light. The result is a shade that feels grounding and energizing that radiates joy while also bringing a sense of calm.What are the ways that Spearmint differs from similar colors in the KitchenAid portfolio?
Spearmint is a bit brighter than any of the other greens and blues that are currently in the KitchenAid portfolio:More blue than PistachioMore green than Mineral WaterMore vivid than BlossomLighter and bluer than CardamomIt is also the first color to pair with the Sand texture outside of its limited-edition 2021 debut with "Light & Shadow."How was the Sand texture developed?
Inspired by the soft, subtle surface of mint leaves, the team explored glossy, matte, satin, and textured options. After extensive testing, they achieved a delicately sandy finish that feels warm, inviting, and sensorial, both visually and to the touch.Is the KitchenAid Color of the Year hue available to purchase in any additional major or small appliances?
The Spearmint colorway is only available on the Stand Mixer and 36-inch Dual Fuel Commercial Range. The 2026 Color of the Year Stand Mixer is available for purchase on KitchenAid.com. The 36-inch Dual Fuel Commercial Range is only available via sweepstakes.Does KitchenAid Major Appliances have more plans to release limited-edition drops?
Yes, the Color of the Year 2026 is Drop 001, the first of carefully curated KitchenAid Major Appliance product drops to enable self-expression. The brand plans to release more in the future.For more information or to purchase the 2026 KitchenAid Color of the Year Stand Mixer, please visit KitchenAid.com.About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales - close to 90% of which were in the Americas - 41,000 employees, and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.About KitchenAid
Since the introduction of its legendary stand mixer in 1919 and first dishwasher in 1949, KitchenAid has built on the legacy of these icons to create a complete line of products designed for those with a passion to make. Today, the KitchenAid® brand offers virtually every essential for the well-equipped kitchen with a collection that includes everything from countertop appliances to cookware, ranges to refrigerators, and whisks to wine cellars. To learn more, visit KitchenAid.com or follow us on Instagram, @KitchenAidUSA.Media Contact:
MSL
KitchenAid@mslgroup.com1 NO PURCHASE NECESSARY. Sweepstakes ends 2/26/26 at 11:59pm ET. Open to legal U.S. residents physically residing in the 48 contiguous United States and Washington D.C. who are at least 18 years of age and the age of majority. Winners must have access to natural gas in order to accept and use the Prize. For full eligibility restrictions, & complete details, see Official Rules. Sponsors: Whirlpool Corporation & KitchenAid Global, LLC. Void where prohibited or restricted by law.2 MSRP is manufacturer's suggested retail price. Dealer alone determines actual retail and advertised prices.Correction: The MSRP has been updated from $499.99 to $549.99.
View original content to download multimedia:https://www.prnewswire.com/news-releases/kitchenaid-introduces-its-2026-color-of-the-year-spearmint-302686269.htmlSOURCE KitchenAid
Original: /C O R R E C T I O N -- KitchenAid/
US Market News
4月前
KITCHENAID® INTRODUCES ITS 2026 COLOR OF THE YEAR: SPEARMINTFebruary 12, 2026 8:00 AM
PR Newswire (US)
A mint-green hue with tactile sand-texture paint finish brings calm, clarity, and revitalizing energy to the kitchenBENTON HARBOR, Mich., Feb. 12, 2026 /PRNewswire/ -- Today, KitchenAid® unveils Spearmint as its 2026 Color of the Year. Spearmint is the eighth edition of the iconic KitchenAid® Color of the Year Program. As the color authority in the kitchen, the brand's Color of the Year program taps global trends to capture current cultural moments and inspire consumers around the world. This year's color is a minty-green hue that invites consumers to step into the fresh side and also introduces a new textural finish to the KitchenAid Color of the Year portfolio, Sand.
"Amid global uncertainty, we are seeing that consumers are seeking renewal by redefining success and reclaiming control over their personal fulfillment and well-being. That is why we are introducing Spearmint as our 2026 Color of the Year," said Chad Ries, Senior Director Global Brand and Product Marketing at KitchenAid Small Appliances. "For all of these reasons, we see Spearmint as a color that invites individuals to be present, promoting a refreshing state of mind, and symbolizing positive growth and renewal, embodying a return to self."For the first time ever, KitchenAid has expanded its Color of the Year program into the Major Appliance category by introducing a limited-edition 36-inch Dual Fuel Commercial-Style Range in the new Spearmint hue, available only through a limited-time sweepstakes1."The new Range is the first of many exclusive, limited-edition product drops coming from KitchenAid Major Appliances. It is a rare collector's piece that you cannot buy in stores, and is available only through a limited-time sweepstakes, giving just five lucky winners the chance to own a piece of brand history alongside a matching stand mixer," said Kevin Sulaiman, Senior Brand Manager at KitchenAid Major Appliances.Until February 26, 2026, consumers can enter for a chance to win at https://www.kitchenaid.com/countertop-appliances/color-of-the-year."When identifying this year's color, we were driven by a desire to refresh the senses and find a moment of clarity. Spearmint breathes life into a space, filling it with a soothing yet invigorating energy," said Brittni Pertijs, Design Manager, Color, Material and Finish Design at Whirlpool Corporation. "With this year's Color of the Year selection we're also adding a new sand-textured paint finish to our Color of the Year portfolio which has a subtle, grounding warmth that feels reminiscent of baking, cooking, and the moments we spend creating in the kitchen. This makes Spearmint a color you don't just see, but feel. As one of our biggest programs of the year, Color of the Year felt like the right moment to introduce limited-editions to our Major appliance category and expand the color portfolio beyond the countertops."The Artisan® Stand Mixer is available in more than 40 colors, now including Spearmint on KitchenAid.com.KSM195PSSD– MSRP $499.992Frequently Asked QuestionsWhat is the KitchenAid Color of the Year program and how has it evolved over the years?
The KitchenAid Color of the Year program spotlights the brand's work on trend forecasting. Each year, the Whirlpool Color, Finish, and Material team identifies a single hue that reflects current cultural, aesthetic, and consumer trends - showcasing the KitchenAid brand's leadership in design and color innovation.What is the Whirlpool Color, Material & Finish team's involvement in the KitchenAid Color of the Year Program?
The program is led by Whirlpool's global Color, Finish, and Material team, who analyze sociocultural, interior design, and aesthetic trends over several years. They monitor emerging themes, validate long-term relevance, and refine the selection before finalizing the color.What does the Color of the Year development process look like?
The process begins years in advance. The team tracks cultural signals and emerging shades, reviews historical palettes, and considers consumer mindset shifts. From there, the team of experts fine-tune undertones, saturation, texture, and finish to ensure the color is just right.How long did the selection for Spearmint take from start to finish?
The Spearmint development process spanned approximately three years, though the team had been monitoring the trend of greens and blues in fashion and interiors for much longer.What trends influenced the selection of Spearmint?
The team observed the enduring popularity of greens and blues, alongside a resurgence of minty tones across fashion and interior design. Research also highlighted Makers' desire for sensorially designed spaces, which inspired the tactile finish.How is the Spearmint color described?
Spearmint is a vibrant minty green with distinct blue undertones, paired with a Sand finish that softens its brightness and gently diffuses the light. The result is a shade that feels grounding and energizing that radiates joy while also bringing a sense of calm.What are the ways that Spearmint differs from similar colors in the KitchenAid portfolio?
Spearmint is a bit brighter than any of the other greens and blues that are currently in the KitchenAid portfolio:More blue than PistachioMore green than Mineral WaterMore vivid than BlossomLighter and bluer than CardamomIt is also the first color to pair with the Sand texture outside of its limited-edition 2021 debut with "Light & Shadow."How was the Sand texture developed?
Inspired by the soft, subtle surface of mint leaves, the team explored glossy, matte, satin, and textured options. After extensive testing, they achieved a delicately sandy finish that feels warm, inviting, and sensorial, both visually and to the touch.Is the KitchenAid Color of the Year hue available to purchase in any additional major or small appliances?
The Spearmint colorway is only available on the Stand Mixer and 36-inch Dual Fuel Commercial Range. The 2026 Color of the Year Stand Mixer is available for purchase on KitchenAid.com. The 36-inch Dual Fuel Commercial Range is only available via sweepstakes.Does KitchenAid Major Appliances have more plans to release limited-edition drops?
Yes, the Color of the Year 2026 is Drop 001, the first of carefully curated KitchenAid Major Appliance product drops to enable self-expression. The brand plans to release more in the future.For more information or to purchase the 2026 KitchenAid Color of the Year Stand Mixer, please visit KitchenAid.com.About Whirlpool Corporation
Whirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales - close to 90% of which were in the Americas - 41,000 employees, and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com.About KitchenAid
Since the introduction of its legendary stand mixer in 1919 and first dishwasher in 1949, KitchenAid has built on the legacy of these icons to create a complete line of products designed for those with a passion to make. Today, the KitchenAid® brand offers virtually every essential for the well-equipped kitchen with a collection that includes everything from countertop appliances to cookware, ranges to refrigerators, and whisks to wine cellars. To learn more, visit KitchenAid.com or follow us on Instagram, @KitchenAidUSA.Media Contact:
MSL
KitchenAid@mslgroup.com1 NO PURCHASE NECESSARY. Sweepstakes ends 2/26/26 at 11:59pm ET. Open to legal U.S. residents physically residing in the 48 contiguous United States and Washington D.C. who are at least 18 years of age and the age of majority. Winners must have access to natural gas in order to accept and use the Prize. For full eligibility restrictions, & complete details, see Official Rules. Sponsors: Whirlpool Corporation & KitchenAid Global, LLC. Void where prohibited or restricted by law.2 MSRP is manufacturer's suggested retail price. Dealer alone determines actual retail and advertised prices.
View original content to download multimedia:https://www.prnewswire.com/news-releases/kitchenaid-introduces-its-2026-color-of-the-year-spearmint-302686269.htmlSOURCE KitchenAid
Original: KITCHENAID® INTRODUCES ITS 2026 COLOR OF THE YEAR: SPEARMINT
US Market News
5月前
Whirlpool Corporation Announces Fourth-Quarter and Full Year Results; Provides 2026 GuidanceJanuary 28, 2026 4:05 PM
PR Newswire (US)
Record level of new product launches in North America, supporting second half share gainsProactively managed a volatile macro environment in 2025 by executing $200 million structural cost take out, helping to mitigate the impact of tariffsFY GAAP net earnings margin of 2.2%; GAAP earnings per diluted share of $5.66FY ongoing (non-GAAP) EBIT margin(2) of 4.7%; ongoing earnings per diluted share(3) of $6.23Reduced ownership stake in Whirlpool of India to ~40%; utilized the proceeds to reduce debt2026 EPS outlook includes full-year GAAP earnings per diluted share of approximately $6.25, ongoing earnings per diluted share(3) of approximately $7.002026 outlook includes cash provided by operating activities of approximately $850 million and free cash flow(4) of $400 - $500 millionExpect to pay down approximately $400 million of debt in 2026BENTON HARBOR, Mich., Jan. 28, 2026 /PRNewswire/ -- Whirlpool Corporation (NYSE: WHR), today reported fourth-quarter and full-year 2025 financial results.
"With a challenging 2025 behind us, our confidence for 2026 is based on our recent successful product launches, reduced promotional intensity and a gradual recovery of the housing market."
MARC BITZER, CHAIRMAN AND CHIEF EXECUTIVE OFFICER Earnings ResultsFourth Quarter Results
Full Year Results20252024*Change
20252024*ChangeNet sales ($M)$4,098$4,136(0.9) %
$15,524$16,607(6.5) %Organic net sales ($M)(1)$4,046$4,082(0.9) %
$15,703$15,749(0.3) %GAAP net earnings available to Whirlpool ($M)$108$(393)nm
$318$(323)nmOngoing EBIT(2) ($M)$135$248(45.6) %
$729$887(17.8) %GAAP net earnings margin2.7 %(9.5) %12.2pts
2.2 %(1.9) %4.1ptsOngoing EBIT margin(2)3.3 %6.0 %(2.7pts)
4.7 %5.3 %(0.6pts)GAAP earnings per diluted share$1.91$(7.10)nm
$5.66$(5.87)nmOngoing earnings per diluted share(3)$1.10$4.57(75.9) %
$6.23$12.21(49.0) %*Includes net sales from our previously-owned MDA Europe business in the first quarter and India business in DecemberFree Cash Flow20252024Change
Cash provided by (used in) operating activities ($M)$467$835$(368)
Free cash flow(4) ($M)$78$385$(307)
"I am honored to step into the role of Chief Financial Officer at Whirlpool. In 2025 we managed significant working capital challenges due to our record level of product refreshes and the notable operational shifts as a result of tariffs. We will continue to prioritize debt reduction and show operational resilience in 2026, as we focus on working capital efficiency to deliver strong free cash flow."
ROXANNE WARNER, CHIEF FINANCIAL OFFICERSEGMENT REVIEWSEGMENT INFORMATION ($M)
Q4 2025Q4 2024YoY ChangeMDA North AmericaNet Sales
$2,573$2,595(0.9) %EBIT
$71$173(59.0) % % of sales
2.8 %6.7 %(3.9pts)MDA Latin AmericaNet Sales
$927$9200.8 %EBIT
$59$70(15.3) % % of sales
6.4 %7.6 %(1.2pts)SDA GlobalNet Sales
$423$38410.3 %EBIT
$59$4822.4 % % of sales
13.8 %12.5 %1.3ptsMDA: Major Domestic Appliances; SDA: Small Domestic Appliances
Effective December 31, 2025, the deconsolidation of Whirlpool India resulted in the removal of the MDA Asia segment as a separate operating segment.MDA NORTH AMERICAExcluding currency, net sales decreased 0.9% year-over-year driven by volume decline and price/mix, primarily in CanadaEBIT margin(5) decreased year-over-year as the promotional environment has not yet reflected the full impact of tariffsMDA LATIN AMERICAExcluding currency, net sales decreased 4.6% year-over-year due to volume declineEBIT margin(5) unfavorably impacted by the negative macro environment in Argentina and aggressive competition in Brazil, partially offset by a tax reserve release in BrazilSDA GLOBALExcluding currency, net sales increased 8.0% year-over-year driven by price/mix supported by successful new product launchesEBIT margin(5) increased year-over-year driven by price/mix and strong growth within the direct-to-consumer businessFULL-YEAR 2026 OUTLOOKGuidance Summary2025Reported2026 GuidanceNet sales ($B)$15.5$15.3 - $15.6Cash provided by operating activities ($M)$467~$850Free cash flow ($M)(4)$78$400 - $500GAAP net earnings margin (%)2.2 %~2.3%Ongoing EBIT margin (%)(2)4.7 %5.5 - 5.8%GAAP earnings per diluted share$5.66~$6.25Ongoing earnings per diluted share(3)$6.23~$7.00GAAP tax rate27.5 %~25.0%Adjusted (non-GAAP) tax rate3.5 %~25.0%On a full year basis in 2026, we expect:Net sales of $15.3 - $15.6 billion; approximately 5% growth vs 2025 like-for-like(6) net sales of ~$14.7MPrice/mix to favorably impact our EBIT margin as we continue to deliver new product innovation and realize the momentum of our 2025 launchesStructural cost take out to deliver over $150 million or 100 basis points of margin expansionGAAP earnings per diluted share of approximately $6.25 and full-year ongoing earnings per diluted share(3) of approximately $7.002026 GAAP and adjusted (non-GAAP) tax rate of approximately 25%Cash provided by operating activities of approximately $850 million and free cash flow(4) of $400 - $500 millionDebt reduction of approximately $400 million; we continue to review all options to reduce debt that align with our capital allocation priorities and maximize shareholder value(1) A reconciliation of organic net sales, a non-GAAP financial measure, to reported net sales and other important information, appears below.(2) A reconciliation of earnings before interest and taxes (EBIT) and ongoing EBIT, non-GAAP financial measures, to reported net earnings (loss) available to Whirlpool, and a reconciliation of EBIT margin and ongoing EBIT margin, non-GAAP financial measures, to net earnings (loss) margin and other important information, appears below.(3) A reconciliation of ongoing earnings per diluted share, a non-GAAP financial measure, to reported net earnings (loss) per diluted share available to Whirlpool and other important information, appears below.(4) A reconciliation of free cash flow, a non-GAAP financial measure, to cash provided by (used in) operating activities and other important information, appears below.(5) Segment EBIT represents our consolidated EBIT broken down by the Company's reportable segments and are metrics used by the chief operating decision maker in accordance with ASC 280. Consolidated EBIT also includes corporate "Other" of $45 million and $(504) million for the fourth quarters of 2025 and 2024, respectively.(6) Like-for-like refers to pro forma results for 2025, which exclude the results of Whirlpool of India from January to November, providing a comparative baseline for 2026 guidance. The like-for-like GAAP net earnings margin and corresponding reconciliation cannot be provided without unreasonable effort or expense. Please see below for a reconciliation of ongoing EBIT for the full year to GAAP net earnings.ABOUT WHIRLPOOL CORPORATIONWhirlpool Corporation (NYSE: WHR) is a leading home appliance company, in constant pursuit of improving life at home. As the only major U.S.-based manufacturer of kitchen and laundry appliances, 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 net sales - close to 90% of which were in the Americas - 41,000 employees and 35 manufacturing and technology research centers. Additional information about the company can be found at WhirlpoolCorp.com. WEBSITE DISCLOSUREWe routinely post important information for investors on our website, WhirlpoolCorp.com, in the "Investors" section. We also intend to update the "Hot Topics Q&A" portion of this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the "Investors" section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.WHIRLPOOL ADDITIONAL INFORMATIONThis document contains forward-looking statements about Whirlpool Corporation and its consolidated subsidiaries ("Whirlpool") within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Whirlpool intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and includes this statement for purposes of complying with those safe harbor provisions. Any statements made in this press release that are not statements of historical fact, including statements regarding future financial results, long-term value creation goals, restructuring expectations, productivity, raw material prices and related costs, supply chain, portfolio transformation expectations, India transaction expectations, asset impairment, new product introduction benefits, trade and tariffs, litigation, ESG efforts, debt repayment and dividend expectations, share position, trade customer inventory expectations, cost take-out, manufacturing investment benefits, and the impact of housing recovery-related benefits on our operations are forward-looking statements and should be evaluated as such. Such statements can be identified by the use of terminology such as "may," "could," "will," "should," "possible," "plan," "predict," "forecast," "potential," "anticipate," "estimate," "expect," "project," "intend," "believe," "may impact," "on track," "margin lift," and similar words or expressions. Many risks, contingencies and uncertainties could cause actual results to differ materially from Whirlpool's forward-looking statements. Among these factors are: (1) intense competition in the home appliance industry, and the impact of the changing retail environment, including direct-to-consumer sales; (2) Whirlpool's ability to maintain or increase sales to significant trade customers; (3) Whirlpool's ability to maintain its reputation and brand image; (4) the ability of Whirlpool to achieve its business objectives and successfully manage its strategic portfolio transformation; (5) Whirlpool's ability to understand consumer preferences and successfully develop new products; (6) Whirlpool's ability to obtain and protect intellectual property rights; (7) acquisition, divestiture, and investment-related risks, including risks associated with our past acquisitions; (8) the ability of suppliers of critical parts, components and manufacturing equipment to deliver sufficient quantities to Whirlpool in a timely and cost-effective manner; (9) risks related to our international operations; (10) Whirlpool's ability to respond to unanticipated social, political and/or economic events, including epidemics/pandemics; (11) information technology system and cloud failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks; (12) product liability and product recall costs; (13) Whirlpool's ability to attract, develop and retain executives and other qualified employees; (14) the impact of labor relations; (15) fluctuations in the cost of key materials (including steel, resins, and base metals) and components and the ability of Whirlpool to offset cost increases; (16) Whirlpool's ability to manage foreign currency fluctuations; (17) impacts from goodwill, intangible asset and/or inventory impairment charges; (18) health care cost trends, regulatory changes and variations between results and estimates that could increase future funding obligations for pension and postretirement benefit plans; (19) impacts from credit rating agency downgrades; (20) litigation, tax, and legal compliance risk and costs; (21) the effects and costs of governmental investigations or related actions by third parties; (22) changes in the legal and regulatory environment including environmental, health and safety regulations, data privacy, taxes and generative AI; (23) the impacts of changes in foreign trade policies, including tariffs; (24) Whirlpool's ability to respond to the impact of climate change and climate change or other environmental regulation; and (25) the uncertain global economy and changes in economic conditions. In addition, factors that could cause actual results to differ materially from our India transaction expectations include, among other things, failure or delays in launching transaction based on Board approval, market conditions or other factors, failure or delays in share settlement and closing, transaction proceeds being lower than expected, alternative uses for proceeds received, brand license valuation expectations not being met, and strategic, economic or industry expectations for India not being realized. Additional information concerning these and other factors can be found in Whirlpool's filings with the Securities and Exchange Commission, including the most recent annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. These cautionary statements should not be construed to be exhaustive and the forward-looking statements are made only as of the date of this press release. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. WHIRLPOOL CORPORATIONCONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (UNAUDITED)FOR THE PERIODS ENDED DECEMBER 31 (Millions of dollars, except per share data)
Three Months Ended
Twelve Months Ended
2025
2024
2025
2024Net sales$ 4,098
$ 4,136
$ 15,524
$ 16,607Expenses
Cost of products sold3,523
3,465
13,138
14,026Gross margin575
671
2,386
2,581Selling, general and administrative425
418
1,633
1,684Intangible amortization6
7
26
31Restructuring costs46
(2)
63
79Impairment of goodwill and other intangibles106
381
106
381Loss (gain) on sale and disposal of businesses(250)
4
(280)
264Operating profit243
(136)
838
143Other (income) expense
Interest and sundry (income) expense21
—
(20)
(27)Interest expense85
83
341
358Earnings (loss) before income taxes136
(218)
516
(188)Income tax expense (benefit)37
95
142
10Equity method investment income (loss), net of tax12
(76)
(34)
(107)Net earnings (loss)111
(391)
341
(305)Less: Net earnings (loss) available to noncontrolling interests3
2
23
18Net earnings (loss) available to Whirlpool$ 108
$ (393)
$ 318
$ (323)Per share of common stock
Basic net earnings (loss) available to Whirlpool$ 1.92
$ (7.10)
$ 5.68
$ (5.87)Diluted net earnings (loss) available to Whirlpool$ 1.91
$ (7.10)
$ 5.66
$ (5.87)Dividends declared$ 0.90
$ 1.75
$ 5.30
$ 7.00Weighted-average shares outstanding (in millions)
Basic56.4
55.4
56.0
55.1Diluted56.6
55.4
56.2
55.1 WHIRLPOOL CORPORATIONCONSOLIDATED CONDENSED BALANCE SHEETS(Millions of dollars, except share data)
December
31, 2025
December
31, 2024
(Unaudited)
Assets
Current assets
Cash and cash equivalents$ 669
$ 1,275Accounts receivable, net of allowance of $56 and $46, respectively1,276
1,317Inventories2,307
2,035Prepaid and other current assets654
612Assets held for sale17
—Total current assets4,924
5,239Property, net of accumulated depreciation of $5,547 and $5,414, respectively2,194
2,275Right of use assets796
841Goodwill3,103
3,322Investment in affiliated companies827
279Other intangibles, net of accumulated amortization of $464 and $447, respectively2,563
2,717Deferred income taxes1,327
1,433Other noncurrent assets266
195Total assets$ 16,001
$ 16,301Liabilities and stockholders' equity
Current liabilities
Accounts payable$ 3,704
$ 3,530Accrued expenses448
455Accrued advertising and promotions755
682Employee compensation208
228Notes payable351
18Current maturities of long-term debt586
1,850Other current liabilities460
560Total current liabilities6,513
7,323Noncurrent liabilities
Long-term debt5,583
4,758Pension benefits64
122Postretirement benefits92
96Lease liabilities669
711Other noncurrent liabilities365
358Total noncurrent liabilities6,773
6,045Stockholders' equity
Common stock, $1 par value, 250 million shares authorized, 65 million and 65 million
shares issued, respectively, and 56 million and 55 million shares outstanding, respectively65
64Additional paid-in capital3,485
3,462Retained earnings1,330
1,311Accumulated other comprehensive loss(1,624)
(1,545)Treasury stock, 9 million and 9 million shares, respectively(530)
(609)Total Whirlpool stockholders' equity2,726
2,683Noncontrolling interests(11)
250Total stockholders' equity2,715
2,933Total liabilities and stockholders' equity$ 16,001
$ 16,301 WHIRLPOOL CORPORATIONCONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)FOR THE PERIODS ENDED DECEMBER 31 (Millions of dollars)
Twelve Months Ended
2025
2024Operating activities
Net earnings (loss)$ 341
$ (305)Adjustments to reconcile net earnings to cash provided by (used in) operating activities:
Depreciation and amortization338
333Impairment of goodwill and other intangibles106
381Loss (gain) on sale and disposal of businesses(280)
264Equity method investment (income) loss, net of tax34
107Share based compensation and other137
91Changes in assets and liabilities:
Accounts receivable40
(14)Inventories(372)
172Accounts payable174
125Accrued advertising and promotions90
63Accrued expenses and current liabilities39
7Taxes deferred and payable, net(67)
(183)Accrued pension and postretirement benefits21
(24)Employee compensation(25)
6Other(108)
(188)Cash provided by (used in) operating activities467
835Investing activities
Capital expenditures(389)
(451)Proceeds from sale of assets and businesses198
95Distributions from equity method investment13
—Cash held by divested businesses(328)
(245)Other—
(1)Cash provided by (used in) investing activities(506)
(602)Financing activities
Net proceeds from borrowings of long-term debt1,200
300Net repayments of long-term debt(1,850)
(801)Net proceeds (repayments) from short-term borrowings340
11Dividends paid(299)
(384)Repurchase of common stock—
(50)Equity transactions of noncontrolling interest(1)
462Other(10)
(14)Cash provided by (used in) financing activities(621)
(476)Effect of exchange rate changes on cash and cash equivalents49
(149)Increase (decrease) in cash and cash equivalents(606)
(391)Cash and cash equivalents at beginning of year1,275
1,667Cash and cash equivalents at end of period$ 669
$ 1,275SUPPLEMENTAL INFORMATION - CONSOLIDATED FINANCIAL STATEMENTS RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(Millions of dollars except per share data) (Unaudited)We supplement the reporting of our financial information determined under U.S. generally accepted accounting principles (GAAP) with certain non-GAAP financial measures, some of which we refer to as "ongoing" measures. These measures may include earnings before interest and taxes (EBIT), EBIT margin, ongoing EBIT, ongoing EBIT margin, ongoing earnings per diluted share, adjusted effective tax rate, organic net sales, net debt leverage (Net Debt/Ongoing EBITDA), return on invested capital (ROIC) and free cash flow.Ongoing measures exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.Sales excluding foreign currency: Current period net sales translated in functional currency, to U.S. dollars using the applicable prior period's exchange rate compared to the applicable prior period net sales. Management believes that sales excluding foreign currency provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations.
Organic net sales: Sales excluding the impact of certain acquisitions or divestitures, and foreign currency. Management believes that organic net sales provides stockholders with a clearer basis to assess our results over time, excluding the impact of exchange rate fluctuations and certain acquisitions and/or divestitures.
Ongoing EBIT margin: Ongoing earnings before interest and taxes divided by net sales. Ongoing measures exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations and provide a better baseline for analyzing trends in our underlying businesses.
Ongoing earnings per diluted share: Diluted net earnings per share from continuing operations, adjusted to exclude items that may not be indicative of, or are unrelated to, results from our ongoing operations. Ongoing measures provide a better baseline for analyzing trends in our underlying businesses.
Net debt leverage: Net debt to ongoing earnings before interest, taxes, depreciation, and amortization (EBITDA) ratio is net debt outstanding, including long-term debt, current maturities of long-term debt, and notes payable, less cash and cash equivalents, divided by ongoing EBITDA. Management believes that net debt leverage provides stockholders with a view of our ability to generate earnings sufficient to service our debt.
Return on invested capital: Ongoing EBIT after taxes divided by total invested capital, defined as total assets less non-interest bearing current liabilities (NIBCLS). NIBCLS is defined as current liabilities less current maturities of long-term debt and notes payable. This ROIC definition may differ from other companies' methods and therefore may not be comparable to those used by other companies. Management believes that ROIC provides stockholders with a view of capital efficiency, a key driver of stockholder value creation.
Adjusted effective tax rate: Effective tax rate, excluding pre-tax income and tax effect of certain unique items. Management believes that adjusted tax rate provides stockholders with a meaningful, consistent comparison of the Company's effective tax rate, excluding the pre-tax income and tax effect of certain unique items.
Free cash flow: Cash provided by (used in) operating activities less capital expenditures. Management believes that free cash flow provides stockholders with a relevant measure of liquidity and a useful basis for assessing the Company's ability to fund its activities and obligations.Whirlpool does not provide a non-GAAP reconciliation for its forward-looking long-term value creation goals, such as EBIT, free cash flow conversion, ROIC and net debt leverage, as these long-term management goals are not annual guidance, and the reconciliation of these long-term measures would rely on market factors and certain other conditions and assumptions that are outside of the Company's control.We believe that these non-GAAP measures provide meaningful information to assist investors and stockholders in understanding our financial results and assessing our prospects for future performance, and reflect an additional way of viewing aspects of our operations that, when viewed with our GAAP financial measures, provide a more complete understanding of our business. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. These ongoing financial measures should not be considered in isolation or as a substitute for reported net earnings available to Whirlpool per diluted share, net earnings, net earnings available to Whirlpool, net earnings margin, return on assets, net sales, effective GAAP tax rate and cash provided by (used in) operating activities, the most directly comparable GAAP financial measures.We also disclose segment EBIT as an important financial metric used by the Company's Chief Operating Decision Maker to evaluate performance and allocate resources in accordance with ASC 280 - Segment Reporting.GAAP net earnings available to Whirlpool per basic or diluted share (as applicable) and ongoing earnings per diluted share are presented net of tax, while individual adjustments in each reconciliation are presented on a pre-tax basis; the income tax impact line item aggregates the tax impact for these adjustments. The tax impact of individual line item adjustments may not foot precisely to the aggregate income tax impact amount, as each line item adjustment may include non-taxable components. Historical quarterly earnings per share amounts are presented based on a normalized tax rate adjustment to reconcile quarterly tax rates to full-year tax rate expectations. We strongly encourage investors and stockholders to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.FOURTH-QUARTER 2025 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHAREThe reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the three months ended December 31, 2025. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our fourth-quarter GAAP tax rate was 27.3%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our fourth-quarter adjusted tax rate (non-GAAP) of (29.7)%.
Three Months EndedEarnings Before Interest & Taxes Reconciliation:December 31, 2025Net earnings (loss) available to Whirlpool$ 108Net earnings (loss) available to noncontrolling interests3Income tax expense (benefit)37Interest expense85Earnings before interest & taxes$ 234Net sales$ 4,098Net earnings (loss) margin2.7 %
Results classification
Earnings before
interest & taxes
Earnings per
diluted shareReported measure
$ 234
$ 1.91Restructuring expense (a)Restructuring costs
46
0.80Impairment of goodwill,
intangibles and other assets (b)Impairment of goodwill
and other intangibles
106
1.87Impact of M&A transactions (c)(Gain) loss on sale and
disposal of businesses &
Selling, general, and
administrativeInterest and sundry
(income) expense
(235)
(4.15)Equity method investee -
restructuring charges (e)Equity method investment
income (loss), net of tax*
(15)
(0.26)Income tax impact
(0.52)Normalized tax rate
adjustment (f)
1.44Ongoing measure
$ 135
$ 1.10Net sales
$ 4,098
Ongoing EBIT margin
3.3 %
Note: Numbers may not reconcile due to rounding.*Equity method investment in the Earnings before interest & taxes column is presented as (income) lossFOURTH-QUARTER 2024 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHAREThe reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the three months ended December 31, 2024. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our fourth-quarter GAAP tax rate was (43.6)%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our fourth-quarter adjusted tax rate (non-GAAP) of (53.8)%.
Three Months EndedEarnings Before Interest & Taxes Reconciliation:December 31, 2024Net earnings (loss) available to Whirlpool$ (393)Net earnings (loss) available to noncontrolling interests2Income tax expense (benefit)95Interest expense83Earnings before interest & taxes$ (212)Net sales$ 4,136Net earnings (loss) margin(9.5) %
Results classification
Earnings before
interest & taxes
Earnings per
diluted shareReported measure
$ (212)
$ (7.10)Restructuring expense (a)Restructuring costs
(2)
(0.04)Impairment of goodwill,
intangibles and other assets (b)Impairment of goodwill
and other intangibles
381
6.88Impact of M&A transactions (c)(Gain) loss on sale and
disposal of businesses &
Selling, general and
administrative
9
0.16Legacy EMEA legal matters (d)Interest and sundry
(income) expense
(2)
(0.04)Equity method investee -
restructuring charges (e)Equity method investment
income (loss), net of tax*
74
1.34Income tax impactIncome tax impact
4.47Normalized tax rate
adjustment (f)Normalized tax rate
adjustment
(1.10)Ongoing measure
$ 248
$ 4.57Net sales
$ 4,136
Ongoing EBIT margin
6.0 %
Note: Numbers may not reconcile due to rounding.*Equity method investment in the Earnings before interest & taxes column is presented as (income) lossFULL-YEAR 2025 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the twelve months ended December 31, 2025. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our full-year GAAP tax rate was 27.5%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our full-year adjusted tax (non-GAAP) rate of 3.5%.
Twelve Months EndedEarnings Before Interest & Taxes Reconciliation:December 31, 2025Net earnings (loss) available to Whirlpool$ 318Net earnings (loss) available to noncontrolling interests23Income tax expense (benefit)142Interest expense341Earnings before interest & taxes$ 824Net sales$ 15,524Net earnings (loss) margin2.2 %
Results classification
Earnings before
interest & taxes
Earnings per
diluted shareReported measure
$ 824
$ 5.66Restructuring expense (a)Restructuring costs
63
1.12Impairment of goodwill,
intangibles and other assets (b)Impairment of goodwill
and other intangibles
106
1.89Impact of M&A transactions (c)(Gain) loss on sale and
disposal of businesses &
Selling, general and
administrativeInterest and sundry
(income) expense
(251)
(4.47)Legacy EMEA legal matters (d)Interest and sundry
(income) expense
2
0.04Equity method investee -
restructuring charges (e)Equity method investment
income (loss), net of tax*
(15)
(0.26)Total income tax impact
0.06Normalized tax rate
adjustment (f)
2.19Ongoing measure
$ 729
$ 6.23Net Sales
$ 15,524
Ongoing EBIT Margin
4.7 %
Note: Numbers may not reconcile due to rounding.*Equity method investment in the Earnings before interest & taxes column is presented as (income) lossFULL-YEAR 2024 ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings (loss) available to Whirlpool and net earnings (loss) per diluted share available to Whirlpool, for the twelve months ended December 31, 2024. Net earnings (loss) margin is calculated by dividing net earnings (loss) available to Whirlpool by net sales. Ongoing EBIT margin is calculated by dividing ongoing EBIT by net sales. EBIT margin is calculated by dividing EBIT by net sales. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our full-year GAAP tax rate was (5.5)%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our full-year adjusted tax (non-GAAP) rate of (28.6)%.
Twelve Months EndedEarnings Before Interest & Taxes Reconciliation:December 31, 2024Net earnings (loss) available to Whirlpool$ (323)Net earnings (loss) available to noncontrolling interests18Income tax expense (benefit)10Interest expense358Earnings before interest & taxes$ 63Net sales$ 16,607Net earnings (loss) margin(1.9) %
Results classification
Earnings before
interest & taxes
Earnings per
diluted shareReported measure
$ 63
$ (5.87)Restructuring expense (a)Restructuring costs
79
1.44Impairment of goodwill,
intangibles and other assets (b)Impairment of goodwill
and other intangibles
381
6.92Impact of M&A transactions (c)(Gain) loss on sale and
disposal of businesses &
Selling, general and
administrative
292
5.30Legacy EMEA legal matters (d)Interest and sundry
(income) expense
(2)
(0.04)Equity method investee -
restructuring charges (e)Equity method investment
income (loss), net of tax*
74
1.34Total income tax impact
4.28Normalized tax rate
adjustment (f)
(1.16)Ongoing measure
$ 887
$ 12.21Net Sales
$ 16,607
Ongoing EBIT Margin
5.3 %
Note: Numbers may not reconcile due to rounding.*Equity method investment in the Earnings before interest & taxes column is presented as (income) lossFULL-YEAR 2026 OUTLOOK FOR ONGOING EARNINGS BEFORE INTEREST AND TAXES AND ONGOING EARNINGS PER DILUTED SHARE The reconciliation provided below reconciles the non-GAAP financial measures ongoing earnings before interest and taxes and ongoing earnings per diluted share, with the most directly comparable GAAP financial measures, net earnings available to Whirlpool and net earnings per diluted share available to Whirlpool, for the twelve months ending December 31, 2026. The earnings per diluted share GAAP measure and ongoing measure are presented net of tax, while each adjustment is presented on a pre-tax basis. Our anticipated full-year GAAP tax rate is approximately 25.0%. The aggregate income tax impact of the taxable components of each adjustment is presented in the income tax impact line item at our anticipated full-year adjusted tax (non-GAAP) rate of approximately 25.0%.
Twelve Months Ending December 31, 2026
Results classification
Earnings before
interest & taxes*
Earnings per
diluted shareReported measure
~$825
~$6.25Restructuring ExpenseRestructuring Costs
~50
~1.00 Total income tax impact
(0.25)Normalized tax rate adjustment (f)
—Ongoing measure
~$875
~$7.00
Note: Numbers may not reconcile due to rounding.*Earnings Before Interest & Taxes (EBIT) is a non-GAAP measure. The Company does not provide a forward-looking quantitative reconciliation of EBIT to the most directly comparable GAAP financial measure, net earnings available to Whirlpool, because the net earnings available to noncontrolling interests item of such reconciliation -- which has historically represented a relatively insignificant amount of the Company's overall net earnings -- implicates the Company's projections regarding the earnings of the Company's non wholly-owned subsidiaries and joint ventures that cannot be quantified precisely or without unreasonable efforts. FOOTNOTES
a. RESTRUCTURING EXPENSE - In the first and third quarters of 2025, restructuring actions were announced related to organizational simplification efforts. In Q4, we incurred $46 million in costs related to multi-region footprint optimization with full-year costs totaling $63 million.
In March 2024, the Company committed to workforce reduction plans in the United States and globally, in an effort to reduce complexity and simplify our organizational model after the European major domestic appliance transaction. The workforce reduction plans included involuntary severance actions as of the end of the first quarter of 2024. Total costs for these actions were $21 million, of which we incurred $14 million in employee termination costs and $7 million in other associated costs.
During the second quarter of 2024, the Company evaluated additional restructuring actions as part of the Company's organizational simplification efforts. Total costs for these actions were $58 million, which were primarily employee termination costs.
b. IMPAIRMENT OF GOODWILL, INTANGIBLES AND OTHER ASSETS - During the fourth quarter of 2025, we determined the carrying value of the JennAir trademark exceeded its fair value, resulting in an impairment charge of $106 million.
During the fourth quarter of 2024, we determined that the carrying value of the Maytag trademark exceeded its fair value, resulting in an impairment charge of $381 million.
c. IMPACT OF M&A TRANSACTIONS - In the fourth quarter of 2025, we incurred $15M in product and tax indemnity costs related to Beko Europe operations. These costs are recorded in Interest and Sundry (Income) Expense on our Consolidated Condensed Statements of Comprehensive Income (Loss).
During the fourth quarter of 2025, we sold an 11% stake in our India business and deconsolidated, resulting in a gain of $251 million. In addition, in the first through third quarter of 2025, we incurred $15 million in related M&A transaction costs that are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).
Additionally, in the third quarter of 2025, we released a $30 million reserve related to an indemnity that is no longer considered probable. This gain is recorded in Loss (Gain) on Sale and Disposal of Businesses on our Consolidated Condensed Statements of Comprehensive Income (Loss).
On January 16, 2023, the Company signed a contribution agreement to contribute our European major domestic appliance business into a newly formed entity with Arcelik. In connection with the transaction, which closed on April 1, 2024, the Company recorded a loss on disposal of $298 million for the twelve months ended December 31, 2024.
The Company incurred other unique transaction related costs related to portfolio transformation for $28 million for the twelve months ended December 31, 2024. These transaction costs are recorded in Selling, General and Administrative expenses on our Consolidated Condensed Statements of Comprehensive Income (Loss).
In the third quarter of 2024, we recorded a gain of $34 million related to the sale of the Company's Brastemp-branded water filtration subscription business related to our portfolio transformation
d. LEGACY EMEA LEGAL MATTERS - During the second quarter of 2025 and fourth quarter of 2024 we recorded immaterial amounts related to legacy matters of our European major domestic appliance business.
e. EQUITY METHOD INVESTEE - RESTRUCTURING CHARGES - During the fourth quarter of 2024, we recorded our proportionate share of restructuring charges related to certain previously announced restructuring actions by our European equity method investee. During the fourth quarter of 2025, we reversed $15 million of this provision.
f. NORMALIZED TAX RATE ADJUSTMENT - For the full year 2025, the Company calculated a GAAP tax rate of 27.5%. Ongoing earnings per share was calculated using an adjusted tax rate of 3.5%, which excludes the tax impacts related to M&A transactions, the JennAir intangible impairment charge, and restructuring actions.
For the full year 2024, the Company calculated a GAAP tax rate of (5.5)%. Ongoing earnings per share was calculated using an adjusted tax rate of (28.6)%, which excludes the tax impacts related to M&A transactions, the Maytag intangible impairment charge, and certain other tax impacts related to the Europe transaction.NET SALES AND ONGOING EBIT EXCLUDING MDA EUROPE 2024 FIRST QUARTER AND MDA INDIA 2024 DECEMBERThe reconciliation provided below reconciles the impact of removing Q1 MDA Europe from our net sales and ongoing EBIT for the twelve months ended December 31, 2024 for the Whirlpool business. Please see elsewhere in this Supplemental Information section for a reconciliation of Ongoing EBIT to GAAP reported net earnings (loss) available to Whirlpool.
2024 As ReportedQ1 2024 MDA Europe*2024 MDA India**2024 Like-for-LikeNet Sales (in billions)$16.6$0.8$0.9 ~$14.9 Ongoing EBIT (in millions)$887($9)$32 ~$864 Ongoing EBIT Margin5.3 %(1.1) %3.6 % ~5.8 %
Note: Numbers may not reconcile due to rounding. *Q1 historical segment financial data (unaudited).**India financial data (unaudited).NET SALES AND ONGOING EBIT EXCLUDING MDA INDIA 2025 JANUARY THROUGH NOVEMBER The reconciliation provided below reconciles the impact of removing January through November MDA India from our net sales and ongoing EBIT for the twelve months ended December 31, 2025 for the Whirlpool business. Please see elsewhere in this Supplemental Information section for a reconciliation of Ongoing EBIT to GAAP reported net earnings (loss) available to Whirlpool.
2025 As
ReportedJanuary -
November MDA India*2025 Like-for-LikeNet Sales (in billions)$15.5$0.8 ~$14.7 Ongoing EBIT (in millions)$729$41 ~$688 Ongoing EBIT Margin4.7 %5.0 % ~4.7 %
Note: Numbers may not reconcile due to rounding. *January through November India financial data (unaudited).FREE CASH FLOWFree cash flow is cash provided by (used in) operating activities after capital expenditures. The reconciliation provided below reconciles twelve months ended December 31, 2025 and 2024 and 2026 full-year free cash flow with cash provided by (used in) operating activities, the most directly comparable GAAP financial measure. Free cash flow as a percentage of net sales is calculated by dividing free cash flow by net sales.
Twelve Months Ended
December 31,
(millions of dollars)2025
2024
2026 OutlookCash provided by (used in) operating activities$ 467
$ 835
~$850 Capital expenditures(389)
(451)
(~400)Free cash flow$ 78
$ 385
$400 - $500
Cash provided by (used in) investing activities*$ (506)
$ (602)
Cash provided by (used in) financing activities*$ (621)
$ (476)
*Financial guidance on a GAAP basis for cash provided by (used in) financing activities and cash provided by (used in) investing activities has not been provided because in order to prepare any such estimate or projection, the Company would need to rely on market factors and certain other conditions and assumptions that are outside of its control.INTEREST AND SUNDRY (INCOME) EXPENSEThe reconciliation provided below reconciles the non-GAAP financial measure ongoing interest and sundry (income) expense to GAAP reported interest and sundry (income) expense, for the three and twelve months ended December 31, 2024 and 2025 for the Whirlpool business.
Three Months Ended
December 31,
2025
2024Net Foreign Exchange$ 5
$ 10Income & Expense (benefit)32
8Interest (Income)/Other(15)
(17)Interest and sundry (income) expense$ 21
$ —Impact of M&A transactions (c)(15)
—Legacy EMEA legal matters (d)—
2Ongoing measure$ 6
$ 2
Twelve Months Ended
December 31,
2025
2024Net Foreign Exchange$ 18
$ 19Income & Expense (benefit)27
24Interest (Income)/Other(64)
(71)Interest and sundry (income) expense$ (20)
$ (27)Impact of M&A transactions (c)(15)
—Legacy EMEA legal matters (d)(2)
2Ongoing measure$ (38)
$ (25) Note: Numbers may not reconcile due to rounding.EQUITY METHOD INVESTMENT INCOME (LOSS), NET OF TAXThe reconciliation provided below reconciles the non-GAAP financial measure ongoing equity method investment income (loss), net of tax to GAAP reported equity method investment income (loss), net of tax, for the three and twelve months ended December 31, 2024 and 2025 for the Whirlpool business.
Three Months Ended
December 31,
2025
2024Equity method investment income (loss), net of tax$ 12
$ (76)Equity method investee - restructuring charges(15)
74Ongoing Measure$ (3)
$ (2)
Twelve Months Ended
December 31,
2025
2024Equity method investment income (loss), net of tax$ (34)
$ (107)Equity method investee - restructuring charges(15)
74Ongoing Measure$ (49)
$ (33) Note: Numbers may not reconcile due to rounding.ORGANIC NET SALESThe reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for twelve months ended December 31, 2024 and 2025 for the Whirlpool business.
Twelve Months Ended
December 31,
(Approximate impact in millions of dollars)2025
2024
ChangeNet Sales $15,524
$16,607
(6.5) %Less: EMEA Divested Business—
804
Less: December India Sales—
54
Less: Currency(179)
—
Organic Net Sales$15,703
$15,749
(0.3) %The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended December 31, 2024 and 2025 for the Whirlpool business.
Three Months Ended
December 31,
(Approximate impact in millions of dollars)2025
2024
ChangeNet Sales $4,098
$4,136
(0.9) %Less: EMEA Divested Business—
—
Less: December India Sales—
54
Less: Currency52
—
Organic Net Sales$4,046
$4,082
(0.9) %The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended September 30, 2024 and 2025 for the Whirlpool business.
Three Months Ended
September 30,
(Approximate impact in dollars)2025
2024
ChangeNet Sales $4,033
$3,993
1.0 %Less: EMEA Divested Business—
—
Less: Currency2
—
Organic Net Sales$4,031
$3,993
1.0 %The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended June 30, 2024 and 2025 for the Whirlpool business.
Three Months Ended
June 30,
(Approximate impact in dollars)2025
2024
ChangeNet Sales $3,773
$3,989
(5.4) %Less: EMEA Divested Business—
—
Less: Currency(89)
—
Organic Net Sales$3,862
$3,989
(3.2) %The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended March 31, 2024 and 2025 for the Whirlpool business.
Three Months Ended
March 31,
(Approximate impact in dollars)2025
2024
ChangeNet Sales $3,621
$4,490
(19.4) %Less: EMEA Divested Business—
804
Less: Currency(144)
—
Organic Net Sales$3,765
$3,686
2.2 %The reconciliation provided below reconciles the non-GAAP financial measure organic net sales to GAAP reported net sales, for three months ended December 31, 2024 and 2025 for the MDA Asia business.
Three Months Ended
December 31,
(Approximate impact in dollars)2025
2024
ChangeNet Sales $172
$238
(27.7) %Less: December India Sales—
54
Less: Currency(7)
—
Organic Net Sales$179
$184
(2.4) %
Note: Numbers may not reconcile due to rounding.
View original content to download multimedia:https://www.prnewswire.com/news-releases/whirlpool-corporation-announces-fourth-quarter-and-full-year-results-provides-2026-guidance-302673163.htmlSOURCE Whirlpool Corporation
Original: Whirlpool Corporation Announces Fourth-Quarter and Full Year Results; Provides 2026 Guidance
Enterprising Investor
11年前
Whirlpool’s Jeff Fettig: Doing the World’s Laundry (3/07/15)
By Crystal Kim
A gold statue of a bald eagle, wings spread, talons open, sits atop a bookshelf in Jeff Fettig’s spare and tidy office at Whirlpool headquarters in Benton Harbor, Mich. “It was a gift from a colleague—a symbol of the company and its values,” says the appliance maker’s CEO.
The eagle, once as endangered a species as American manufacturing, starred in a Whirlpool TV commercial in 1978. Taps played in the background as the bird cut across the sky before diving to snatch a fish out of the water. A voice-over intoned, “He lived a simple idea. Do it right or don’t do it at all.”
Fettig, 58, has done it right since landing at Whirlpool (ticker: WHR) 34 years ago, straight out of Indiana University’s business school. He rose through the company’s ranks to become CEO in 2004, and since then has made Whirlpool the global leader in the highly fragmented large-home-appliance manufacturing market, with a more-than-10% market share. His success owes in part to several savvy acquisitions—of rival Maytag and appliance makers in Europe and China. Fettig also has used the courts, when necessary, to fend off aggressive foreign competition.
Fettig’s moves, and Whirlpool’s financial results, have resonated strongly with shareholders. At a recent $211, the shares have returned an average of 14% a year, dividends included, during his tenure, compared with an average annual total return of 8% in the Standard & Poor’s 500 index.
FOUNDED IN 1911, Whirlpool today has seven billion-dollar brands, including Whirlpool, Maytag, Jenn-Air, and Kitchen-Aid. The company sells washers, dryers, refrigerators, stoves, and other so-called white goods, as well as small kitchen appliances, in 170 countries. “In our business, size and scale matter,” says Fettig.
Home appliances have been a dog-eat-dog business for decades. Sweden’s Electrolux (ELUXA.Sweden) muscled into the U.S. market in 1988 with its acquisition of WCI Group. Whirlpool moved into Europe a year later, acquiring Philips Electronics’ home-appliance business, which is now part of its Europe, Middle East, and Africa operations. Smaller U.S. companies that couldn’t stay competitive landed on the conveyor belt bound for the corporate junkyard.
Struggling Maytag agreed in 2005 to be sold to the private-equity firm Ripplewood Holdings. But Fettig and China’s Haier Electronics (1169.Hong Kong) swooped in before the deal closed to try to wrest the prize.
Whirlpool ultimately prevailed, paying $1.7 billion in cash and stock, even as other home-appliance manufacturers and industry experts questioned whether the transaction, which would give the combined company just under 50% of the U.S. appliance market, would violate antitrust laws. “We did our homework and felt very strongly that [the acquisition] would pass regulatory approval,” says Fettig.
Specifically, he argued that the Kenmore appliances that Whirlpool manufactured for Sears on a contract basis ought not to be included in Whirlpool’s market-share calculations. The Maytag deal was approved, and closed in 2006.
Fettig says Whirlpool might never have become an international competitor without the Maytag acquisition. Today, the company serves 40% of the North American market, with Electrolux a close second, at about 35%, pending its planned acquisition of General Electric ’s (GE) home-appliance business, announced last year. “Having a big market position in North America allows us to be competitive in Europe, India, and China, and vice versa,” he says.
After tucking in Maytag, Whirlpool acquired Italy’s Indesit and a 51% stake in China’s Hefei Rongshida Sanyo Electric, expanding its global platform by 30%. Indesit gave the company the No. 1 position in Italy, France, the United Kingdom, and Russia. Its Hefei Sanyo stake will give Whirlpool access to 10 times the distribution channels it had on its own in Asia, and open up rural markets in China.
ACQUISITIONS HAVE MADE Whirlpool’s results lumpy in the short term, but cutting costs and streamlining manufacturing are bound to pay off in the long run. Earnings fell 13% last year, to $914 million, or $11.49 a share, on revenue of $19.9 billion, up 6%. Analysts expect the company to earn $14.48 a share in 2015, and $16.90 in 2016, as revenue climbs above $24 billion.
Ken Zener, an analyst at KeyBanc Capital Markets, sees 14% upside in Whirlpool’s shares. He has a 12-month price target of $240, which values the stock at 17 times his 2015 earnings estimate. “The discount decade is over,” Zener wrote in a recent note, referring to rampant discounting in the appliance industry.
The trouble began when Samsung Electronics (005930.Korea) and LG Electronics (066570.Korea) began selling appliances in North America in the early 2000s. The South Korean electronics giants, which now boast a combined 18% market share in the U.S., parlayed their smartphone credibility into feature-packed, low-priced washers, dryers, and refrigerators. Other manufacturers were forced to cut prices to stay competitive, and Whirlpool’s operating profit margins declined. In 2011, Fettig finally stopped taking the punches.
Whirlpool filed a fair-trade action that year against Samsung and LG for “dumping,” or selling products below cost, and petitioned the U.S. government to impose duties on their imports. The Commerce Department sided with Whirlpool, and LG and Samsung were penalized. “Occasionally, we have to use the law [against] people who want to cause harm to U.S. manufacturing,” Fettig says.
FETTIG GREW UP on a farm in Tipton, Ind., with eight siblings. He began tending livestock and making repairs on the property at the tender age of 6. He joined Whirlpool in 1981 in financial operations and says, “I felt lucky when I got the offer. The company set clear expectations and abided by a standard of excellence that resonated with me.”
Whirlpool’s former CEO, David Whitwam, recalls meeting Fettig in 1986 through a mentoring and leadership-development program. “Jeff had leadership capabilities at a young age, which was very impressive,” he says. “He was one of those rare, exceptional people you meet in a lifetime. I said to myself, ‘If we give Jeff the right experiences, he could run the company someday.’ ”
Fettig climbed the executive ranks on the marketing side of the company. He was promoted to vice president of KitchenAid in 1989, and later headed Europe and North America operations during Whirlpool’s formative years as a global company.
For Whirlpool to be successful in the global marketplace, it had to do more than sell American goods internationally. It needed regional manufacturing operations and marketing capabilities, the better to cater to local demands. “It is hard work, it takes time, and it is a lot more than planting flags in new operations,” Fettig says.
Asian consumers, for instance, like refrigerators that come in bright colors. They prize their appliances and display them prominently in their homes as signs of status. Washing machines sold in India are equipped with specialized agitators designed to keep five-foot-long saris from getting tangled. Europeans and Americans favor microwave ovens that can brown potatoes and crisp bacon. Whirlpool’s iconic KitchenAid stand mixer, which retails for $250 to $800 and comes in 60 colors, is a universal favorite.
Whirlpool operates 15 regional technology and research centers worldwide. The company doesn’t tout technology, per se; Fettig prefers to emphasize innovation. Whirlpool customers “don’t care about technology,” he says. “They just want their washers to wash better.”
They do care about energy savings, however, and the company’s products deliver. Whirlpool has teamed with Nest Labs, a maker of smart thermostats owned by Google (GOOGL), on a washer and dryer that not only can be operated remotely, but also incorporate energy-usage-gathering data that can translate into savings on utility bills. Such innovation helped Whirlpool win six awards at the 2015 Consumer Electronics Show, underscoring the promise of the Internet of Things in the home-automation category.
WITH OPERATIONS now in place abroad, Whirlpool is tidying up at home—in Benton Harbor, where it has undertaken a $155 million renovation of its corporate headquarters, expected to be completed in 2016. The company’s 15 local facilities will be consolidated into three “campuses,” featuring open-floor plans to promote creativity and collaboration.
Whirlpool also has partnered with Purdue University to pursue energy-efficiency initiatives. Several graduate engineering students in the company’s leadership-development program have been living since last year in a 1920s bungalow near Purdue’s campus called ReNEWW house, and have been charged with transforming it into a “superefficient” home that produces as much energy as it consumes. The project will run until 2018.
Fettig takes an active interest in civic affairs. In 2009, as the U.S. auto industry struggled to survive, Michigan’s economic output declined by 5.2%; the state ranked 49th in economic growth—or lack thereof. That year, Fettig helped found Business Leaders for Michigan, a business roundtable charged with reversing this sorry state of affairs.
Doug Rothwell, president and CEO of the organization, attributes Michigan’s rebound—it was 21st in econmic growth in 2013—to Fettig’s “tenacity” and “unemotional focus” that allowed him to fix problems instead of ruminating on the reasons for them.
WHIRLPOOL HAS done its bit to help the nation’s economy by slowly bringing manufacturing jobs back to the U.S. from Mexico and elsewhere. But don’t confuse this with altruism. “We relocated jobs to the U.S. for one reason,” Fettig says. “We were making new investments in products for the North American market, and the most competitive place we could make them was in the U.S.”
Indeed, more than 80% of the products Whirlpool sells in the U.S. are now made here.
With high-skills manufacturing and tech jobs coming to Michigan, courtesy not only of Whirlpool but the rebounding auto industry and office-supply manufacturers, Rothwell predicts that the state could become a Midwestern Silicon Valley. He also expects it to climb into the top 10 in GDP in the next decade.
Whirlpool easily could have moved its headquarters across Lake Michigan to Chicago, where it already has a showroom. But Fettig chose to keep the company close to its roots—yet another reflection of Whirlpool’s values.
http://online.barrons.com/news/articles/SB51367578116875004693704580454193345644672
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