v3.26.1
FINANCING ARRANGEMENTS
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
FINANCING ARRANGEMENTS FINANCING ARRANGEMENTS
Debt Offering
On June 16, 2026, we issued $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 “Secured Notes”). The Secured Notes were issued pursuant to an indenture, dated June 16, 2026 (the “Indenture”), by and among the Company, the other guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent. The sale of the Secured Notes was not registered under the Securities Act of 1933, as amended, and the Notes were sold on a private placement basis under Rule 144A.
The Secured Notes are guaranteed by each domestic and Canadian subsidiary of the Company that is a borrower under, or a guarantor of, our new asset-based revolving credit facility (the “ABL Credit Facility”). The Notes and related guarantees are secured, on a second-priority basis, subject to Permitted Liens and Excluded Assets (each as defined in the Indenture), that secure the obligations under the ABL Credit Facility on a first-
priority basis. We used the net proceeds from the issuance of the Secured Notes to pay the consideration for all 1.250% Senior Notes due 2026 and 1.100% Senior Notes due 2027 issued by the Company’s wholly owned subsidiary and, together with borrowings under our ABL Credit Facility, to repay the amount outstanding under our previously existing unsecured revolving credit facility. The entirety of the unsecured revolving credit facility and majority of the Senior Notes were repaid as of June 30, 2026, with the remaining $212 million of Senior Notes being satisfied and discharged on July 1, 2026.
The Indenture limits, among other things, our and our subsidiaries' ability to (i) incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; (ii) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (iii) create liens on certain assets to secure debt; (iv) make certain investments; (v) sell or otherwise dispose of certain assets; (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; and (vii) designate our subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of important limitations and exceptions governing our ability to dispose of assets, make investments, incur additional debt, create liens, and make restricted payments, as further set forth in the Indenture filed as an exhibit to our Form 8-K filed on June 16, 2026. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods). In addition, if we experience a specified kind of change of control, we are required to make an offer to purchase all of the Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. If we sell certain assets, we may be required to offer to use the net proceeds thereby to purchase the Notes of a series at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.
On June 9, 2025, the Company entered into an Underwriting Agreement with Mizuho Securities USA LLC, BNP Paribas Securities Corp., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, relating to the offering by the Company of $600 million aggregate principal amount of 6.125% Senior Notes due 2030 and $600 million aggregate principal amount of 6.500% Senior Notes due 2033 (collectively, the “2030 and 2033 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No. 333-276169), and a preliminary prospectus supplement and prospectus supplement related to the offering of the 2030 and 2033 Notes, each as previously filed with the Securities and Exchange Commission. On June 11, 2025, the Company closed its offering of the 2030 and 2033 Notes.
The 2030 and 2033 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions. In addition, if we experience a specific kind of change of control, we are required to make an offer to purchase all of the 2030 and 2033 Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest. The Company used the net proceeds from the issuance of the 2030 and 2033 Notes to repay a portion of the term loan agreement discussed below.
Term Loan Agreement
On September 23, 2022, the Company entered into a Term Loan Agreement by and among the Company, Sumitomo Mitsui Banking Corporation (“SMBC”), as Administrative Agent and Syndication Agent and as lender, and certain other financial institutions as lenders. SMBC, BNP Paribas, ING Bank N.V., Dublin Branch, Mizuho Bank, Ltd., and Societe Generale acted as Joint Lead Arrangers and Syndication Agents; The Bank of Nova Scotia and Bank of China, Chicago Branch acted as Documentation Agents; and SMBC acted as Sole Bookrunner for the Term Loan Agreement. The Term Loan Agreement provided for an aggregate lender commitment of $2.5 billion. The Company utilized proceeds from the term loan facility on a delayed draw basis to fund a majority of the $3.0 billion purchase price consideration for the Company’s acquisition from Emerson Electric Co. (“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition Agreement”).
The term loan facility was divided into two tranches: a $1 billion tranche with a maturity date of April 30, 2024, of which $500 million was repaid in December 2023 and the remaining $500 million was repaid in April 2024; and a $1.5 billion tranche with a maturity date of October 31, 2025, of which $1.2 billion was repaid in June 2025 and the remaining $300 million was repaid in October 2025. The term loan was repaid in full as of December 31, 2025.
Credit Facilities
On May 3, 2022, the Company entered into a Fifth Amended and Restated Long-Term Credit Agreement (the “Amended Long-Term Facility”) by and among the Company, certain other borrowers, the lenders referred to therein, JPMorgan Chase Bank, N.A. as Administrative Agent, and Citibank, N.A., as Syndication Agent. BNP Paribas, Mizuho Bank, Ltd. and Wells Fargo Bank, National Association acted as Documentation Agents. JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., Mizuho Bank, Ltd. and Wells Fargo Securities, LLC acted as Joint Lead Arrangers and Joint Bookrunners for the Amended Long-Term Facility. Consistent with the Company’s prior credit agreement, the Amended Long-Term Facility provided an aggregate borrowing capacity of $3.5 billion. As of June 16, 2026, the Long-Term Credit Agreement was terminated and replaced with the Asset-based Credit Facility.
Asset-based Credit Facility
On June 16, 2026, we entered into the ABL Credit and Guaranty Agreement (the “ABL Credit Agreement”) by and among the Company, certain other borrowers and guarantors, the lenders referred to therein, and JPMorgan Chase Bank, N.A., as Administrative Agent. JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp., Citibank, N.A., Mizuho Bank, Ltd., Wells Fargo Bank, National Association, BMO Capital Markets Corp, Goldman Sachs Bank USA, PNC Bank, National Association and TD Bank, N.A. acted as Joint Lead Arrangers and Joint Bookrunners for the ABL Credit Agreement. The Bank of Nova Scotia, Fifth Third Bank, National Association, The Huntington National Bank and Standard Chartered Bank acted as Documentation Agents. The ABL Credit Facility provides for an aggregate principal amount of up to $2.0 billion, subject to a borrowing base comprised of eligible accounts, inventory, intellectual property, machinery and equipment, credit card receivables, and eligible cash. Borrowings under the ABL Credit Facility may be used for working capital needs and other general corporate purposes. In connection with the effectiveness of the ABL Credit Agreement, our prior existing long-term credit agreement was repaid in full and the commitments thereunder terminated.
The interest rate payable is based on our Availability (as defined in the ABL Credit Agreement). Borrowings bear interest at rates based on Term SOFR Rate, the Alternate Base Rate or other applicable benchmark rates, plus an applicable margin ranging from 0.50% to 2.00% per annum, at our election and depending on the currency and type of borrowing.
The ABL Credit Agreement contains customary covenants and warranties, including among other things, a springing financial covenant requiring a consolidated fixed charge coverage ratio of not less than 1.00 to 1.00 for the most recently ended four-quarter period during any period commencing when Availability falls below the greater of 10% of the Line Cap (as defined in the ABL Credit Agreement) and $135 million and continuing until Availability has exceeded such threshold for 20 consecutive days. It contains certain operational and informational covenants customary for this type of secured revolving credit facility, which limits, among other things, our ability to (i) incur or guarantee additional indebtedness or issue disqualified stock or certain preferred stock; (ii) pay dividends on or make other distributions in respect of equity interests or make other restricted payments; (iii) create liens on certain assets to secure debt; (iv) make certain investments; (v) sell or otherwise dispose of certain assets; and (vi) consolidate, merge, sell or otherwise dispose of all or substantially all of our assets. These covenants are subject to a number of important limitations and exceptions. The ABL Credit Agreement provides for customary events of default (subject in certain cases to customary grace and cure periods). We had no amount drawn on the ABL Credit Facility at June 30, 2026.
In addition to the committed $2.00 billion ABL Credit Facility, we have a committed credit facility in Brazil, as of June 30, 2026 and December 31, 2025. This committed credit facility provides borrowings up to approximately $193 million at June 30, 2026 and $182 million at December 31, 2025, based on exchange rates then in effect. The committed credit facility in Brazil has several tranches with maturities through 2026 and 2027.
We had $0 million and $250 million drawn on the committed credit facilities at June 30, 2026 and December 31, 2025, respectively.
Subsidiary Guarantees and Liens
In connection with our refinancing transactions completed on June 16, 2026, borrowings under our ABL Credit Facility and the Secured Notes are fully and unconditionally guaranteed on a senior secured basis by each of our domestic and Canadian subsidiaries that is an obligor under the ABL Credit Facility (the “Subsidiary Guarantors”). The obligations of us and the Subsidiary Guarantors under the ABL Credit Facility are secured by a first-priority lien on eligible capital, accounts receivable, inventory, intellectual property, and machinery and equipment. Concurrently, the obligations under the Secured Notes and the related subsidiary guarantees are secured on a second-priority basis by a junior lien on the same asset collateral pool.
Notes Payable
Notes payable, which consist of short-term borrowings payable to banks, or commercial paper, are generally used to fund working capital requirements. The fair value of our notes payable approximates the carrying amount due to the short maturity of these obligations. The downgrade of our credit ratings to below investment grade has reduced access to and increased costs associated with accessing the commercial paper market.
The following table summarizes the carrying value of notes payable at June 30, 2026 and December 31, 2025:
Millions of dollarsJune 30, 2026December 31, 2025
Commercial paper$— $80 
Short-term borrowings due to banks16 271 
Total notes payable$16 $351 
Transfers and Servicing of Financial Assets
In an effort to manage economic and geographic trade customer risk, from time to time, the Company will transfer, primarily without recourse, accounts receivable balances of certain customers to financial institutions resulting in a nominal impact recorded in interest and sundry (income) expense. These transactions, are accounted for as sales of the receivables resulting in the receivables being de-recognized from the Consolidated Condensed Balance Sheets. These transfers do not require continuing involvement from the Company.
Certain arrangements include servicing of transferred receivables by Whirlpool. Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset were $135 million as of June 30, 2026 and $233 million as of December 31, 2025. The amount of cash proceeds received under these arrangements was $276 million and $259 million for the six months ended June 30, 2026 and 2025, respectively.