Whirlpool Corporation Announces Second-Quarter Results
- Delivered sequential net sales growth across all segments, despite negative consumer sentiment impacting global demand
- Delivered significant cost take out of 100 basis points or approximately
$50 million , in-line with full year expectations - Q2 GAAP net earnings margin of 1.7%; GAAP earnings per diluted share of
$1.17 - Q2 ongoing (non-GAAP) EBIT margin(1) of 5.3%; ongoing earnings per diluted share(2) of
$1.34 - Second-quarter results were unfavorably impacted by a non cash loss of
$19 million , or$0.35 earnings per diluted share fromBeko Europe B.V. equity in affiliates - 2025 outlook is updated with full-year GAAP earnings per diluted share of approximately
$5.00 to$7.00 , and ongoing earnings per diluted share(2) of$6.00 to$8.00 ; cash provided by operating activities of approximately$850 million and free cash flow(3) of approximately$400 million - Refinanced
$1.2 billion of term loan debt at approximately 6.3% weighted average
"As expected, the second quarter continued to be impacted by competitors stockpiling Asian imports into the
Second-Quarter Results |
2025 |
2024 |
Change |
Net sales ($M) |
|
|
(5.4) % |
Net sales excluding currency ($M) |
|
|
(3.2) % |
GAAP net earnings available to |
|
|
(70.1) % |
Ongoing EBIT(1) ($M) |
|
|
(5.7) % |
GAAP net earnings margin |
1.7 % |
5.5 % |
(3.8pts) |
Ongoing EBIT margin(1) |
5.3 % |
5.3 % |
0.0pts |
GAAP earnings per diluted share |
|
|
(70.5) % |
Ongoing earnings per diluted share(2) |
|
|
(43.9) % |
|
|||
Free Cash Flow |
2025 |
2024 |
Change |
Cash provided by (used in) operating activities ($M) |
|
|
|
Free cash flow(3) ($M) |
|
|
|
"In this uncertain environment, we are focused on what we can control: executing cost reduction, proactively managing debt maturities, and strengthening our balance sheet to ensure financial resilience."
SEGMENT REVIEW
SEGMENT INFORMATION ($M) |
|
Q2 2025 |
Q2 2024 |
YoY Change |
|
|
|
|
|
|
(4.7) % |
EBIT |
|
|
|
(11.7) % |
|
% of sales |
|
5.9 % |
6.3 % |
(0.4pts) |
|
MDA Latin America |
|
|
|
|
(10.0) % |
EBIT |
|
|
|
(7.7) % |
|
% of sales |
|
6.0 % |
5.8 % |
0.2pts |
|
MDA Asia |
|
|
|
|
(5.9) % |
EBIT |
|
|
|
11.2 % |
|
% of sales |
|
7.1 % |
6.2 % |
0.9pts |
|
SDA Global |
|
|
|
|
7.5 % |
EBIT |
|
|
|
32.9 % |
|
% of sales |
|
17.3 % |
13.9 % |
3.4pts |
|
MDA: Major Domestic Appliances; SDA: Small Domestic Appliances |
MDA NORTH AMERICA
- Excluding currency, net sales decreased 4.6% year-over-year as negative consumer sentiment impacted demand and product mix; promotional intensity remains elevated amid continued 'pre-loading' of Asian imports by foreign competitors ahead of tariffs
- EBIT margin(4) slightly declined year-over-year, driven by volume contraction partially offset by cost take out
- Excluding currency, net sales decreased 0.9% year-over-year, with implemented pricing actions offset by negative consumer demand in
Mexico - EBIT margin(4) expanded year-over-year, driven by favorable price/mix and cost takeout partially offset by negative impact of currency
MDA
- Excluding currency, net sales decreased 3.7% year-over-year, driven by industry decline partially offset by sustained strong share gains
- EBIT margin(4) increased year-over-year, driven by continued cost take out
SDA GLOBAL
- Excluding currency, net sales increased 6.8% year-over-year, driven by strong direct-to-consumer sales and new products despite an unfavorable industry in
North America - EBIT margin(4) increased year-over-year, driven by favorable price/mix supported by strong momentum from new products
FULL-YEAR 2025 OUTLOOK
Guidance Summary |
2024 Reported |
2024 Like-for- Like (5) |
2025 Guidance |
Net sales ($B) |
|
|
|
Cash provided by operating activities ($M) |
|
N/A |
|
Free cash flow ($M)(3) |
|
N/A |
|
GAAP net earnings margin (%) |
(1.9) % |
N/A |
~2.2% |
Ongoing EBIT margin (%)(1) |
5.3 % |
~5.7% |
~5.7% |
GAAP earnings per diluted share |
|
N/A |
|
Ongoing earnings per diluted share(2) |
|
N/A |
|
GAAP tax rate |
(5.5) % |
N/A |
20 - 25% |
Adjusted (non-GAAP) tax rate |
(28.6) % |
N/A |
20 - 25% |
- Expect full-year net sales of approximately
$15.8 billion ; approximately flat on a like-for-like(5) basis - Expect to deliver approximately
$200 million of structural cost take out actions - Expect full-year GAAP earnings per diluted share of approximately
$5.00 to$7.00 and full-year ongoing earnings per diluted share(2) of$6.00 to$8.00 - Expect cash provided by operating activities of approximately
$850 million and free cash flow(3) of approximately$400 million - We will be recommending an annual dividend payout rate(6) of
$3.60 per share, creating balance sheet capacity, the dividend is approved quarterly by the board of directors.
(1) |
A reconciliation of earnings before interest and taxes (EBIT) and ongoing EBIT, non-GAAP financial measures, to reported net earnings (loss) available to |
(2) |
A reconciliation of ongoing earnings per diluted share, a non-GAAP financial measure, to reported net earnings (loss) per diluted share available to |
(3) |
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. |
(4) |
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/Eliminations" of |
(5) |
Like-for-like refers to pro forma results for 2024, which exclude the first quarter results for the historical |
(6) |
Note: Board of Directors reviews and sets dividend quarterly. Recommending quarterly dividend of |
ABOUT
WEBSITE DISCLOSURE
We 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,
This document contains forward-looking statements about
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
FOR THE PERIODS ENDED (Millions of dollars, except per share data) |
|||||||
|
|||||||
|
Three Months Ended |
|
Six Months Ended |
||||
|
2025 |
|
2024 |
|
2025 |
|
2024 |
Net sales |
$ 3,773 |
|
$ 3,989 |
|
$ 7,393 |
|
$ 8,478 |
Expenses |
|
|
|
|
|
|
|
Cost of products sold |
3,162 |
|
3,363 |
|
6,176 |
|
7,211 |
Gross margin |
610 |
|
626 |
|
1,217 |
|
1,267 |
Selling, general and administrative |
397 |
|
394 |
|
803 |
|
871 |
Intangible amortization |
7 |
|
7 |
|
13 |
|
17 |
Restructuring costs |
2 |
|
50 |
|
11 |
|
73 |
Loss (gain) on sale and disposal of businesses |
— |
|
45 |
|
— |
|
292 |
Operating profit |
204 |
|
130 |
|
389 |
|
14 |
Other (income) expense |
|
|
|
|
|
|
|
Interest and sundry (income) expense |
(4) |
|
7 |
|
(36) |
|
(21) |
Interest expense |
86 |
|
93 |
|
164 |
|
183 |
Earnings (loss) before income taxes |
121 |
|
30 |
|
260 |
|
(148) |
Income tax expense (benefit) |
29 |
|
(206) |
|
72 |
|
(130) |
Equity method investment income (loss), net of tax |
(18) |
|
(11) |
|
(35) |
|
(11) |
Net earnings (loss) |
75 |
|
225 |
|
153 |
|
(29) |
Less: Net earnings (loss) available to noncontrolling interests |
9 |
|
6 |
|
17 |
|
11 |
Net earnings (loss) available to |
$ 65 |
|
$ 219 |
|
$ 137 |
|
$ (40) |
Per share of common stock |
|
|
|
|
|
|
|
Basic net earnings (loss) available to |
$ 1.17 |
|
$ 3.96 |
|
$ 2.46 |
|
$ (0.75) |
Diluted net earnings (loss) available to |
$ 1.17 |
|
$ 3.96 |
|
$ 2.45 |
|
$ (0.75) |
Dividends declared |
$ 1.75 |
|
$ 1.75 |
|
$ 3.50 |
|
$ 3.50 |
Weighted-average shares outstanding (in millions) |
|
|
|
|
|
|
|
Basic |
55.9 |
|
54.9 |
|
55.7 |
|
54.9 |
Diluted |
56.1 |
|
55.0 |
|
55.9 |
|
54.9 |
CONSOLIDATED CONDENSED BALANCE SHEETS (Millions of dollars, except share data) |
|||
|
|||
|
|
|
|
|
(Unaudited) |
|
|
Assets |
|
|
|
Current assets |
|
|
|
Cash and cash equivalents |
$ 1,068 |
|
$ 1,275 |
Accounts receivable, net of allowance of |
1,379 |
|
1,317 |
Inventories |
2,600 |
|
2,035 |
Prepaid and other current assets |
581 |
|
612 |
Total current assets |
5,627 |
|
5,239 |
Property, net of accumulated depreciation of |
2,300 |
|
2,275 |
Right of use assets |
826 |
|
841 |
|
3,325 |
|
3,322 |
Other intangibles, net of accumulated amortization of |
2,705 |
|
2,717 |
Deferred income taxes |
1,486 |
|
1,433 |
Other noncurrent assets |
489 |
|
474 |
Total assets |
$ 16,759 |
|
$ 16,301 |
Liabilities and stockholders' equity |
|
|
|
Current liabilities |
|
|
|
Accounts payable |
$ 3,520 |
|
$ 3,530 |
Accrued expenses |
409 |
|
455 |
Accrued advertising and promotions |
411 |
|
682 |
Employee compensation |
211 |
|
228 |
Notes payable |
1,158 |
|
18 |
Current maturities of long-term debt |
300 |
|
1,850 |
Other current liabilities |
631 |
|
560 |
Total current liabilities |
6,641 |
|
7,323 |
Noncurrent liabilities |
|
|
|
Long-term debt |
6,172 |
|
4,758 |
Pension benefits |
111 |
|
122 |
Postretirement benefits |
96 |
|
96 |
Lease liabilities |
692 |
|
711 |
Other noncurrent liabilities |
464 |
|
358 |
Total noncurrent liabilities |
7,535 |
|
6,045 |
Stockholders' equity |
|
|
|
Common stock, |
65 |
|
64 |
Additional paid-in capital |
3,473 |
|
3,462 |
Retained earnings |
1,253 |
|
1,311 |
Accumulated other comprehensive loss |
(1,904) |
|
(1,545) |
|
(568) |
|
(609) |
Total |
2,320 |
|
2,683 |
Noncontrolling interests |
264 |
|
250 |
Total stockholders' equity |
2,583 |
|
2,933 |
Total liabilities and stockholders' equity |
$ 16,759 |
|
$ 16,301 |
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE PERIODS ENDED (Millions of dollars) |
|||
|
|||
|
Six Months Ended |
||
|
2025 |
|
2024 |
Operating activities |
|
|
|
Net earnings (loss) |
$ 153 |
|
$ (29) |
Adjustments to reconcile net earnings to cash provided by (used in) operating activities: |
|
|
|
Depreciation and amortization |
163 |
|
170 |
Loss (gain) on sale and disposal of businesses |
— |
|
292 |
Equity method investment (income) loss, net of tax |
35 |
|
11 |
Share based compensation and other |
86 |
|
33 |
Changes in assets and liabilities: |
|
|
|
Accounts receivable |
(21) |
|
(211) |
Inventories |
(527) |
|
(54) |
Accounts payable |
(134) |
|
(123) |
Accrued advertising and promotions |
(284) |
|
(154) |
Accrued expenses and current liabilities |
(29) |
|
(170) |
Taxes deferred and payable, net |
(16) |
|
(209) |
Accrued pension and postretirement benefits |
(1) |
|
(14) |
Employee compensation |
(31) |
|
(55) |
Other |
(96) |
|
28 |
Cash provided by (used in) operating activities |
(702) |
|
(485) |
Investing activities |
|
|
|
Capital expenditures |
(154) |
|
(228) |
Proceeds from sale of assets and businesses |
— |
|
42 |
Cash held by divested businesses |
— |
|
(245) |
Other |
— |
|
(1) |
Cash provided by (used in) investing activities |
(154) |
|
(432) |
Financing activities |
|
|
|
Net proceeds from borrowings of long-term debt |
1,200 |
|
300 |
Net repayments of long-term debt |
(1,550) |
|
(801) |
Net proceeds (repayments) from short-term borrowings |
1,142 |
|
780 |
Dividends paid |
(194) |
|
(191) |
Repurchase of common stock |
— |
|
(50) |
Sale of minority interest in subsidiary |
— |
|
462 |
Other |
(15) |
|
1 |
Cash provided by (used in) financing activities |
582 |
|
501 |
Effect of exchange rate changes on cash and cash equivalents |
67 |
|
(72) |
Increase (decrease) in cash and cash equivalents |
(207) |
|
(488) |
Cash and cash equivalents at beginning of year |
1,275 |
|
1,667 |
Cash and cash equivalents at end of period |
$ 1,068 |
|
$ 1,179 |
SUPPLEMENTAL 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
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
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.
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
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
SECOND-QUARTER 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
|
Three Months Ended |
Earnings Before Interest & Taxes Reconciliation: |
|
Net earnings (loss) available to |
$ 65 |
Net earnings (loss) available to noncontrolling interests |
9 |
Income tax expense (benefit) |
29 |
Interest expense |
86 |
Earnings before interest & taxes |
$ 190 |
Net sales |
$ 3,773 |
Net earnings (loss) margin |
1.7 % |
|
Results classification |
|
Earnings before |
|
Earnings per |
Reported measure |
|
|
$ 190 |
|
$ 1.17 |
Restructuring expense (a) |
Restructuring costs |
|
2 |
|
0.03 |
Impact of M&A transactions (b) |
Selling, general and administrative |
|
8 |
|
0.15 |
Income tax impact |
|
|
|
|
(0.04) |
Normalized tax rate adjustment (c) |
|
|
|
|
0.03 |
Ongoing measure |
|
|
$ 200 |
|
$ 1.34 |
Net sales |
|
|
$ 3,773 |
|
|
Ongoing EBIT margin |
|
|
5.3 % |
|
|
|
Note: Numbers may not reconcile due to rounding. |
SECOND-QUARTER 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
|
Three Months Ended |
Earnings Before Interest & Taxes Reconciliation: |
|
Net earnings (loss) available to |
$ 219 |
Net earnings (loss) available to noncontrolling interests |
6 |
Income tax expense (benefit) |
(206) |
Interest expense |
93 |
Earnings before interest & taxes |
$ 112 |
Net sales |
$ 3,989 |
Net earnings (loss) margin |
5.5 % |
|
Results classification |
|
Earnings before |
|
Earnings per |
Reported measure |
|
|
$ 112 |
|
$ 3.96 |
Restructuring expense(a) |
Restructuring expense |
|
50 |
|
0.91 |
Impact of M&A transactions(b) |
(Gain) loss on sale and |
|
50 |
|
0.90 |
Total income tax impact |
|
|
|
|
0.26 |
Normalized tax rate adjustment(c) |
|
|
|
|
(3.64) |
Ongoing measure |
|
|
$ 212 |
|
$ 2.39 |
Net sales |
|
|
$ 3,989 |
|
|
Ongoing EBIT margin |
|
|
5.3 % |
|
|
|
Note: Numbers may not reconcile due to rounding. |
FULL-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
|
Twelve Months Ended |
Earnings Before Interest & Taxes Reconciliation: |
|
Net earnings (loss) available to |
$ (323) |
Net earnings (loss) available to noncontrolling interests |
18 |
Income tax expense (benefit) |
10 |
Interest expense |
358 |
Earnings before interest & taxes |
$ 63 |
Net sales |
$ 16,607 |
Net earnings (loss) margin |
(1.9) % |
|
Results classification |
|
Earnings before |
|
Earnings per |
Reported measure |
|
|
$ 63 |
|
$ (5.87) |
Restructuring expense |
Restructuring costs |
|
79 |
|
1.44 |
Impairment of goodwill, assets |
Impairment of goodwill |
|
381 |
|
6.92 |
Impact of M&A transactions |
(Gain) loss on sale and |
|
292 |
|
5.30 |
Legacy EMEA legal matters |
Interest and sundry |
|
(2) |
|
(0.04) |
Equity method investee - |
Equity method investment |
|
74 |
|
1.34 |
Total income tax impact |
|
|
|
|
4.28 |
Normalized tax rate adjustment |
|
|
|
|
(1.16) |
Ongoing measure |
|
|
$ 887 |
|
$ 12.21 |
|
|
|
$ 16,607 |
|
|
Ongoing EBIT Margin |
|
|
5.3 % |
|
|
|
Note: Numbers may not reconcile due to rounding. |
FULL-YEAR 2025 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
|
|
|
Twelve Months Ending
|
||
|
Results classification |
|
Earnings before |
|
Earnings per |
Reported measure |
|
|
|
|
|
Restructuring Expense |
Restructuring Costs |
|
~50 |
|
~1.00 |
Impact of M&A transactions |
(Gain) loss on sale and |
|
~20 |
|
~0.25 |
Total income tax impact |
|
|
|
|
(~0.25) |
Ongoing measure |
|
|
|
|
|
|
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 |
FOOTNOTES |
|
a. |
RESTRUCTURING EXPENSE - We incurred restructuring charges of |
|
|
b. |
IMPACT OF M&A TRANSACTIONS - The Company incurred unique transaction related costs related to portfolio transformation for a total of |
|
|
|
On |
|
|
c. |
NORMALIZED TAX RATE ADJUSTMENT - During the second quarter of 2025, the Company calculated a GAAP tax rate of 23.9%. Ongoing earnings per share was calculated using an adjusted tax rate of 22.5%, which excludes the tax impacts related to M&A transaction costs and restructuring actions. |
|
|
|
During the second quarter of 2024, the Company calculated a GAAP tax rate of (687)%. Ongoing earnings per share was calculated using an adjusted tax rate of (14)%, which excludes the non-tax deductible impact of M&A transactions of approximately |
|
|
|
Additionally, in the full-year 2025 outlook, the Company calculated ongoing earnings per share using a full-year adjusted tax (non-GAAP) rate of approximately 20 - 25%. |
NET SALES AND ONGOING EBIT EXCLUDING MDA
The reconciliation provided below reconciles the impact of removing Q1 MDA Europe from our net sales and ongoing EBIT for the twelve months ended
|
2024 As |
Q1 2024 |
2024 Like-for- |
|
|
|
|
Ongoing EBIT (in millions) |
887 |
(9) |
~896 |
Ongoing EBIT Margin |
5.3 % |
(1.1) % |
~5.7 % |
|
Note: Numbers may not reconcile due to rounding. |
*Q1 historical segment financial data (unaudited). |
FREE CASH FLOW
Free cash flow is cash provided by (used in) operating activities after capital expenditures. The reconciliation provided below reconciles six months ended
|
|
|
|
|
|
|
Six Months Ended |
|
|
||
|
|
|
|
||
(millions of dollars) |
2025 |
|
2024 |
|
2025 Outlook |
Cash provided by (used in) operating activities |
|
|
|
|
|
Capital expenditures |
(154) |
|
(228) |
|
(~450) |
Free cash flow |
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) investing activities* |
(154) |
|
(432) |
|
|
Cash provided by (used in) financing activities* |
582 |
|
501 |
|
|
|
*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. |
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