What changed in this filing

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Item 1. Business

2024-02-14 compared with 2023-02-10 · 121 added, 121 removed, 149 unchanged (62% of the section changed)

Improving life at home has been at the heart of our business for 112 years – it is why we exist and why we are passionate about what we do.

Whirlpool Corporation ("Whirlpool"), committed to being the best global kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the laws of Delaware and was founded in 1911.

Whirlpool Corporation ("Whirlpool"), committed to being the best kitchen and laundry company, in constant pursuit of improving life at home, was incorporated in 1955 under the laws of Delaware and was founded in 1911.

Whirlpool manufactures products in 10 countries and markets products in nearly every country around the world.

We have received worldwide recognition for accomplishments in a variety of business and social efforts, including leadership, diversity, innovative product design, business ethics, environmental sustainability, social responsibility and community involvement.

We conduct our business through four operating segments, which we define based on geography.

Whirlpool's operating segments consist of North America;

Whirlpool had approximately $19 billion in annual net sales and 59,000 employees in 2023.

In 2023, we conducted our business through four operating segments, which we define based on geography.

Whirlpool's operating segments in 2023 consisted of North America;

Europe, Middle East and Africa ("EMEA");

Latin America and Asia.

Whirlpool had approximately $20 billion in annual net sales and 61,000 employees in 2022.

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

MDA Europe, MDA Latin America;

and Small Domestic Appliances (“SDA”) Global.

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

On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.Ş (“Arcelik”) in alignment with Whirlpool’s portfolio transformation.

Under the terms of the agreement, Whirlpool will contribute its European major domestic appliance business, and Arcelik will contribute its European major domestic appliance, consumer electronics, air conditioning, and small domestic appliance businesses into the newly formed entity of which Whirlpool will own 25% and Arcelik 75%, subject to an adjustment mechanism based on certain financial matters.

Separately, Whirlpool agreed in principle to the sale of Whirlpool’s Middle East and Africa business to Arcelik.

These transactions are collectively referred to as the European major domestic appliance business which was classified as held for sale in the fourth quarter of 2022.

Separately, Whirlpool subsequently reached an agreement for the sale of Whirlpool’s Middle East and Africa business to Arcelik.

These transactions impact businesses that are collectively referred to as the European major domestic appliance business which was classified as held for sale in the fourth quarter of 2022.

Whirlpool will retain ownership of its EMEA KitchenAid small domestic appliance business.

The transactions are expected to close in the second half of 2023 and includes Whirlpool’s nine production sites located in Italy, Poland, Slovakia, and the UK, as well as Arcelik’s two production facilities in Romania.

The transactions are expected to close by April 2024 and include nine Whirlpool production sites located in Italy, Poland, Slovakia, and the UK, as well as two Arcelik production facilities in Romania.

The Europe transaction is subject to certain closing conditions, including regulatory approvals from the European Commission, Germany, Austria and China, which have been received, and the UK which remains.

On February 8, 2024, the U.K.

Competition and Markets Authority (“CMA”) provisionally cleared the Transaction.

The CMA is expected to issue its final decision by March 26, 2024.

For additional information, see Note 15 to the Consolidated Financial Statements.

The MDA Europe business will be deconsolidated upon the completion of the European contribution agreement transaction with Arcelik, and it does not qualify for reporting as discontinued operations.

As used herein, and except where the context otherwise requires, "Whirlpool," "the Company," "we," "us," and "our" refer to Whirlpool Corporation and its consolidated subsidiaries.

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Whirlpool Corporation is committed to delivering significant, long-term value to both our consumers and our shareholders.

We are conducting an overall portfolio review which we believe will transform the company into a high growth and high margin business.

Reflective of that, we have successfully completed the acquisition of InSinkErator, divestiture of our Russia operations and the strategic assessment of the EMEA business.

In 2023 we continued our multi-year portfolio transformation journey, which we expect to transform the company into a higher-growth and higher-margin business.

In reflection of this, we have successfully integrated the InSinkErator business into our North America operations and are nearing the expected completion of the contribution agreement transaction with Arcelik for our European major domestic appliance business.

Our value creating approach is enabled by three strong pillars:

small appliances, major appliances in the Americas and India and commercial appliances.

And we are committed to investing in businesses that support high growth and high margins.

small appliances, major appliances in the Americas and India and commercial appliances, and we are committed to investing in businesses that support higher growth and higher margins.

In recognition of our portfolio transformation, including our pending European transaction, we have reorganized our operating segments effective January 1, 2024, including presenting our SDA Global business as a separate operating segment.

Reconciliations to equivalent GAAP net earnings measures are not provided as EBIT percentages presented above represent our expectations for these business lines and are not provided with respect to results for any specific period.

We are committed to being the best global kitchen and laundry company.

Our global footprint includes a balance of developed countries and emerging markets, including a leading position in many of the key countries in which we operate.

Following the expected divestiture of our European major domestic appliance business (anticipated in the second half of 2023), we continue to be well positioned to convert demand into profitable growth.

We are committed to being the best kitchen and laundry company.

Our global footprint includes developed countries and emerging markets, including a leading position in many of the key countries in which we expect to operate.

Following the contribution of our European major domestic appliance business, we expect to continue to win in the Americas with our leading position in multiple countries and leading U.S.

builder share, alongside over 100 new product introductions in 2023 and accelerating growth in India.

Our Sustained Investment in Innovation

Whirlpool Corporation has been responsible for a number of first-to-market innovations.

These include the first electric wringer washer in 1911, the first residential stand mixer in 1919, the first countertop microwave in 1967, the first energy and water efficient top-load washer in 1998 and the first top-load washer with a removable agitator in 2021, among others.

In 2022, Maytag brand introduced the Pet Pro System, with a Pet Pro filter in the washer that removes pet hair while a XL lint trap in the dryer traps and removes additional pet hair.

These include the first electric wringer washer in 1911, the first residential stand mixer in 1919, the first countertop microwave in 1967, the first energy and water efficient top-load washer in 1998 and the first top-load clothes washer with a removable agitator in 2021, among others.

In 2023, we launched more than 100 new products throughout the world, demonstrating our commitment to innovation, including the KitchenAid Go cordless system, a 70 centimeter built-in bottom mount refrigerator with leading capacity and noise reduction, and our over-the-range flush microwave hood combination.

We also unveiled our SlimTech insulation technology, which we expect to deliver benefits ranging from increased capacity and quieter performance to the potential for increased sustainability and design flexibility.

Ever mindful of our impact on the planet, our holistic innovation approach uses Design for Sustainability principles in our global platforms and connects product sustainability directly with our business goals.

For example, our InSinkErator food disposers can reduce from landfills up to 600 pounds of food waste generated by the average family of four.

We are proud of our track record of innovation and our progress on sustainable innovation with eco-efficient products that reduce environmental impacts.

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Our world-class innovation pipeline has driven consistent innovation over the last few years, driven by a passionate culture of employees focused on bringing new technologies to market.

In 2022, we launched more than 100 new products throughout the world, demonstrating our commitment to innovation, including the Pet Pro System, our new 26-inch Brastemp washer, and multiple new KitchenAid small appliances including semi-automatic espresso makers, burr coffee grinders and a shave ice stand mixer attachment.

As the shift to digital continues, consumers continue to desire connected appliances which fit seamlessly into the larger home ecosystem.

As a leading connected appliance manufacturer, we are excited to bring new connected products and technologies to market, including voice control with a compatible smart home assistant, food recognition and automatic laundry detergent replenishment and over-the-air updates to qualified connected appliances.

Whether developed internally or with

one of our many collaborators, we believe these digitally-enabled products and services will increasingly enhance the appliance experience for our consumers, as demonstrated by our highly rated mobile apps.

As a leading connected appliance manufacturer, we are excited to bring connected products and technologies to market, including voice control with a compatible smart home assistant, food recognition and automatic laundry detergent replenishment and over-the-air updates to qualified connected appliances.

These digitally-enabled products and services will increasingly enhance the appliance experience for our consumers, as demonstrated by our highly rated mobile apps.

Whirlpool manufactures and markets a full line of major home appliances and related products.

Our principal products are laundry appliances (including commercial laundry appliances), refrigerators and freezers, cooking appliances, and dishwashers.

Additionally, the Company has a robust portfolio of small domestic appliances, including the KitchenAid stand mixer.

In the fourth quarter of 2022, we completed the acquisition of InSinkErator, expanding our portfolio of products to include food waste disposers and instant hot water dispensers for home and commercial use.

Our principal products are laundry appliances, refrigerators and freezers, cooking appliances, and dishwashers.

Additionally, the Company has a strong portfolio of small domestic appliances, including the KitchenAid stand mixer, and a strong line of commercial laundry appliances.

We have successfully integrated the InSinkErator business into our North America operations, expanding our portfolio of products to include food waste disposers and instant hot water dispensers for home and commercial use.

InSinkErator net sales are reported under the 'Other' product category which are aggregated under the 'Dishwashing and Other' category on the chart below.

KitchenAid Small Domestic Appliance net sales are reported under the 'Cooking Appliances' product category.

The following chart provides the percentage of net sales for each of our product categories which accounted for 10% or more of our consolidated net sales over the last three years:

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We have the best brand portfolio in the industry, with multiple brands with more than $1 billion in revenue.

In an increasingly digital world, the Company is driving purposeful innovation to meet the evolving needs of consumers through its iconic brand portfolio.

The Company is driving purposeful innovation to meet the evolving needs of consumers through its iconic brand portfolio, demonstrating our commitment to being the best kitchen and laundry company improving life at home for our consumers.

We aim to position these desirable brands across many consumer segments.

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These two brands offer differentiated products that provide exceptional performance and desirable features while remaining affordable to consumers.

Additionally, we have a number of strong regional and local brands, including Maytag , Consul , Brastemp , Amana , Bauknecht , JennAir , Hotpoint *, Indesit , InSinkErator and Yummly .

Additionally, we have a number of strong regional and local brands, including Maytag, Consul, Brastemp, Amana, Bauknecht, JennAir, Hotpoint*, Indesit, and InSinkErator, among others.

These brands add to our impressive depth and breadth of kitchen and laundry product offerings and help us provide products that are tailored to local consumer needs and preferences.

Our best brand portfolio in the industry, paired with our robust investment in research and development and consumer insights, positions us well to meet trends in consumer preferences and market demand.

Following our InSinkErator acquisition, Whirlpool expects to generate additional revenue through a recurring sales profile primarily from its strong brand and position, and an expansion of the InSinkErator brand into new countries and product offerings.

Best Cost Position

Strong Cost Position

We have a culture of cost optimization and productivity, which we call productivity for growth, and it includes continuous focus on cost efficiency.

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research, design, reduced architectures, and reduced footprint.

The regional scale enables our local-for-local production model.

We are focused on producing as efficiently as possible and at scale throughout the world.

The regional scale enables our local-for-local production model as we continue to focus on producing as efficiently as possible.

As the macro environment continues to change, we believe our demonstrated ability to execute cost takeout allows us to effectively cope with macroeconomic challenges, and we see additional opportunities to further streamline our cost structure.

Throughout 2022 we continued to manage our fixed cost base across manufacturing, logistics and selling, general and administrative expenses while at the same time continuing our portfolio transformation through the divestiture of our Russia business and InSinkErator acquisition.

Additionally, we completed the strategic assessment of our EMEA business which resulted in classification of our European major domestic appliance business as held for sale during the fourth quarter of 2022.

We are also on a journey to reduce the complexity of our design and product platforms.

Throughout 2023 we continued to manage our fixed cost base across manufacturing, logistics and selling, general and administrative expenses while at the same time continuing our portfolio transformation journey.

We also continue our journey to reduce the complexity of our design and product platforms.

We believe this initiative, among many others, will enable us to utilize increased modular production and improved scale in global procurement.

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our industry-leading brand portfolio and robust product innovation pipeline, supported by our global operating platform and executed by our exceptional employees throughout the world.

Our long-term value-creation goals reflect our agile and resilient business model, which enables us to succeed in any operating environment.

We measure these value-creation components by focusing on the following key metrics:

Profitable Growth Margin Expansion Cash Conversion

Innovation-fueled growth at or above

the market Drive cost and price/mix to grow profitability Asset efficiency converts profitable growth to cash

5-6% 11-12% 7-8%

Annual Organic Net Sales Growth Ongoing EBIT Margin FCF (1) as %

Reconciliations to the equivalent GAAP measures — net sales, net earnings, return on assets "ROA" and cash provided by (used in) operating activities — for the forward-looking value-creation metrics above and below are not provided as they rely on market factors and other assumptions outside of our control.

Our long-term value-creation goals reflect our agile and resilient business model, which enables us to succeed in any operating environment with profitable growth, margin expansion, and cash conversion.

Capital Allocation Strategy

We take a balanced approach to capital allocation by focusing on the following key metrics:

We remain confident in our ability to effectively manage our business through supply chain constraints, cost inflation and other macroeconomic factors and expect to continue delivering long-term value for our shareholders.

In 2023, we continued our 68th year of quarterly dividends, with $384 million in dividends paid in 2023.

We continue to prioritize debt repayments, with $500 million of debt repayment in the fourth quarter of 2023.

In November 2023, we announced our intention to reduce our ownership interest in our Whirlpool of India subsidiary while maintaining a majority interest, and we expect to utilize the proceeds to further reduce debt levels in 2024.

We remain committed to funding innovation and growth and are confident in our ability to generate strong free cash flow.

Our free cash flow generation, coupled with our balance sheet strength, provides us the flexibility to support our commitment to returning cash to shareholders.

Regional Business Summary

North America • In the United States, we market and distribute major home appliances and other consumer products primarily under the Whirlpool, KitchenAid, Maytag, Amana, JennAir, affresh, Swash, everydrop and Gladiator brand names primarily to retailers, distributors and builders, as well as directly to consumers.

Overview below includes a summary of our current operating segments relevant for the periods presented in the Consolidated Financial Statements of 2023.

Beginning January 1, 2024, we have realigned our operating segments.

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

North America • In the United States and Canada, we market and distribute major home appliances and other consumer products primarily under the Whirlpool, KitchenAid, Maytag, Amana, InSinkErator, JennAir, affresh, Swash, everydrop and Gladiator brand names primarily to retailers, distributors and builders, as well as directly to consumers.

We also market small domestic appliances under the KitchenAid brand name to retailers, distributors and directly to consumers.

Additionally, in the fourth quarter of 2022 we acquired InSinkErator , the world’s largest manufacturer of food waste disposers and instant hot water dispensers.

• We also market Yummly , a recipe app in the United States, through the Yummly brand website and phone application stores.

• In Canada, we market and distribute major home appliances primarily under the Whirlpool, KitchenAid, Maytag, JennAir, Amana and Speed Queen brand names and small domestic appliances under the KitchenAid brand to retailers, distributors, builders, and directly to consumers.

• We sell some products to other manufacturers, distributors, and retailers for resale in North America under those manufacturers' and retailers' respective brand names.

Europe, Middle East and Africa (EMEA) • In Europe, we market and distribute our major domestic appliances to retailers, distributors and directly to consumers under the Whirlpool, Indesit, Hotpoint*, Bauknecht, Ignis, Maytag and Privileg brand names.

We also market major domestic appliances and small domestic appliances under the KitchenAid brand name primarily to retailers and distributors, as well as directly to consumers.

Europe, Middle East and Africa (EMEA) • In Europe, we market and distribute major domestic appliances to retailers, distributors and directly to consumers under the Whirlpool , Indesit, Hotpoint*, Bauknecht, Ignis, Maytag and Privileg brand names.

We also market major domestic appliances and small domestic appliances under the KitchenAid brand name primarily to retailers and distributors, as well as directly to consumers for small domestic appliances.

• We market and distribute products under the Whirlpool, Bauknecht, Maytag, Indesit, Amana and Ignis brand names to distributors and dealers in Africa and the Middle East.

We sold our Turkey manufacturing entity in the second quarter of 2021 and sold our Russian operations in the third quarter of 2022.

During the fourth quarter of 2022, our European major domestic appliance business was classified as held for sale.

• In 2023, we entered into the contribution agreement with Arçelik to contribute our European major domestic appliance business into a newly formed European appliance company and into a separate agreement for the sale of the Middle East and North Africa business, and expect to close both transactions by April 2024.

Latin America • In Latin America, we produce, market and distribute our major home appliances, small domestic appliances and other consumer products primarily under the Consul, Brastemp, Whirlpool, KitchenAid, Acros, Maytag and Eslabon de Lujo brand names primarily to retailers, distributors and directly to consumers.

• We serve the countries of Brazil, Mexico, Bolivia, Paraguay, Uruguay, Argentina, Columbia, Chile, and certain Caribbean and Central America countries, via sales and distribution through accredited distributors.

• In 2022, we opened a new manufacturing facility in Argentina which will produce washing machines primarily for the Brazilian marketplace.

• We serve the countries of Brazil, Mexico, Bolivia, Paraguay, Uruguay, Argentina, Colombia, Chile, and certain Caribbean and Central America countries, via sales and distribution through accredited distributors.

Asia • In Asia, we market and distribute our major home appliances and small domestic appliances in multiple countries, notably in India.

• We market and distribute our products in Asia primarily under the Whirlpool , Maytag , KitchenAid , Ariston , Indesit , Bauknecht and Elica brand names through a combination of direct sales to appliance retailers and chain stores and through full-service distributors to a large network of retail stores.

• We market and distribute our products in Asia primarily under the Whirlpool , Elica , Maytag , KitchenAid , and Indesit brand names through a combination of direct sales to appliance retailers and chain stores and through full-service distributors to a large network of retail stores.

• In May 2021, we sold our majority interest in Whirlpool China and subsequently retained a non-controlling interest.

Whirlpool China continues to sell Whirlpool -branded products through a licensing agreement in China.

In September 2021, we acquired an additional interest in Elica PB India.

• In 2022, we opened a new manufacturing line in India which will produce front load washing machines primarily for India.

In September 2021, we acquired a majority interest in Elica PB India.

*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

Competition in the major home appliance industry is intense, including competitors such as BSH (Bosch), Electrolux, Haier, Hisense, LG, Mabe, Midea, Panasonic and Samsung, many of which are increasingly expanding beyond their existing manufacturing footprint.

Competition in the major home appliance industry is intense, including competitors such as BSH (Bosch), Electrolux, Haier, Hisense, LG, Mabe, Midea, Panasonic and Samsung, among others, many of which are increasingly expanding beyond their existing manufacturing footprint.

The competitive environment includes the impact of a changing retail environment, including the shifting of consumer purchase practices towards e-commerce and other channels.

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The Company's quarterly revenues have historically been affected by a variety of seasonal factors, including holiday-driven promotional periods.

Historically, the Company's total revenue and operating margins have been highest in the third and fourth quarter.

Historically, the Company's total revenue and operating margins have been highest in the third and fourth quarter, and this pattern is more pronounced in our Small Domestic Appliance Global business.

In 2022 and 2021, we realized a seasonality pattern that differed from historical periods due to the COVID-19 pandemic, supply chain disruptions, and other macroeconomic factors.

In 2023, the Company expects the seasonal pattern of revenue and operating margins to be more heavily weighted to the second half of the year, compared to historical norms.

In 2023, the Company returned to a seasonal pattern of revenue and operating margins that was more heavily weighted to the second half of the year, and we expect that pattern to continue into 2024.

Raw Materials and Purchased Components

Our supplier performance is essential to our business.

Some supply disruptions and unanticipated costs may be incurred in transitioning to a new supplier if a prior single supplier relationship was abruptly interrupted or terminated.

In the event of a disruption, we believe that we would be able to leverage our global scale to qualify and use alternate materials, though sometimes at premium costs.

Some supply disruptions and unanticipated costs have been and may be incurred in transitioning to a new supplier if a prior single supplier relationship was abruptly interrupted or terminated.

In the event of a disruption, we have been able and believe that we would be able to leverage our scale to qualify and use alternate materials, though sometimes at premium costs.

In 2022 and 2021, our industry was impacted by supply constraints with our suppliers, factories, and logistics providers, based in significant part on geopolitical developments and macroeconomic factors beyond our control.

More specifically, in the fourth quarter of 2022, we experienced a one-off supply chain disruption driving revenue decline in the North America operating segment.

We believe we have the organization well positioned to succeed throughout the year and to benefit from mid to long term opportunities.

In 2023, supply chain constraints and inflation moderated, while geopolitical and macroeconomic factors remained volatile in certain countries.

Working Capital

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Whirlpool is the owner of a number of trademarks in the United States and foreign countries.

The most important trademarks to North America are Whirlpool, Maytag, JennAir, KitchenAid, InSinkErator, Yummly and Amana.

The most important trademarks to EMEA are Whirlpool, KitchenAid, Bauknecht, Indesit, Hotpoint* and Ignis.

The most important trademarks to North America are Whirlpool, Maytag, JennAir, KitchenAid, InSinkErator, and Amana .

The most important trademarks to Latin America are Consul, Brastemp, Whirlpool, KitchenAid and Acros .

The most important trademark to Asia is Whirlpool .

* Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

We receive royalties from licensing our trademarks to third parties to manufacture, sell and service certain products bearing the Whirlpool, Maytag, KitchenAid and Amana brand names.

The most important trademarks to EMEA are Whirlpool, KitchenAid, Bauknecht, Indesit, Hotpoint* and Ignis .

In connection with the European major domestic appliance transaction with Arcelik, ownership of the Bauknecht , Indesit , Hotpoint * and Ignis trademarks will transfer to the newly formed company, which is also granted a license to sell Whirlpool-branded products in Europe as further set forth below.

We receive royalties from licensing our trademarks to third parties who manufacture, sell and service certain products bearing the Whirlpool, Maytag, KitchenAid and Amana brand names.

As part of the transaction with Arcelik involving the contribution of our European major domestic appliance business, we agreed to a multi-year licensing of the Whirlpool brand to the newly formed company for sales in Europe.

We continually apply for and obtain patents globally.

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This target has been approved by the Science Based Targets initiative, and builds on the Company's earlier reduction in emissions across all scopes since 2005.

In 2021, the Company announced a global commitment to reach a net zero emissions target in its plants and operations (scopes 1 and 2) by 2030, which will cover more than 30 of Whirlpool Corporation's manufacturing sites and its large distribution centers around the world.

In 2021, the Company announced a global commitment to reach a net zero emissions target in its plants and operations (scopes 1 and 2) by 2030, which is expected to cover more than 20 of Whirlpool Corporation's manufacturing sites and its large distribution centers around the world, exclusive of the European manufacturing sites.

We expect to achieve this target by generating and consuming renewable energy, including installation of wind turbines, solar panels and investing in off-site renewables through virtual power purchase agreements, improvements in energy efficiency and leveraging carbon removal to offset emissions that cannot be avoided.

The Company has also entered into a second Virtual Purchase Power Agreement (VPPA), which represents an additional 53 megawatts of clean, renewable wind energy over the next 12 years and accelerates the Company’s progress to cover 100 percent renewable electricity for its U.S.

plant operations.

The Company is also taking actions to reduce waste material across all global manufacturing facilities.

As of 2023, we are in process of operationalizing two virtual power purchase agreements, which are expected to cover 100% of the electricity consumed by U.S.

We are also taking actions to reduce waste material across all global manufacturing facilities, and in 2023 we achieved the gold level for Zero Waste to Landfill (ZWtL) for two new manufacturing sites and maintained Gold or Platinum Level at 100% of our other large global manufacturing sites.

*Whirlpool ownership of the Hotpoint brand in the EMEA and Asia Pacific regions is not affiliated with the Hotpoint brand sold in the Americas.

We continued a carbon offsetting initiative based on our use of advanced formulation blowing agents with lower global warming potential in refrigerators produced in North America.

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Our ACR-registered carbon offsets are sold to external buyers via a broker, and the funds are used to further our initiatives in reducing our carbon footprint through sustainable product development and emissions offsetting.

The amount received for ACR credit sales in 2022 was immaterial, though it is expected to increase in the future.

Offset activation, verification, and brokerage was also immaterial and is not expected to be material in 2023.

We comply with all laws and regulations regarding protection of the environment, and in many cases where laws and regulations are less restrictive, we have established and are following our own

standards, consistent with our commitment to environmental responsibility.

The amount received for ACR credit sales in 2023 was immaterial.

Offset activation, verification, and brokerage was also immaterial in 2023 and is not expected to be material in 2024.

We comply with all laws and regulations regarding protection of the environment, and in many cases where laws and regulations are less restrictive, we have established and are following our own standards, consistent with our commitment to environmental responsibility.

These compliance requirements tend to pair well with our ESG focus and we believe that we are in compliance, in all material respects, with presently applicable governmental provisions relating to environmental protection in the countries in which we have manufacturing operations.

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However, we believe, based on our understanding of the current state of proposed regulations, that we will be able to develop, manufacture, and market products that comply with these regulations.

Various municipal, state, and federal regulators have discussed, proposed, or enacted new regulations or bans on appliances that utilize natural gas citing climate change and other regulatory concerns, which would impose transition costs and impact our product mix and product offerings, among other impacts.

Various municipal, state, and federal regulators have discussed, proposed, or enacted new regulations or bans on appliances that utilize natural gas citing climate change and other concerns, which would impose transition costs and impact our product mix and product offerings, among other impacts.

We also believe that transition to a lower-carbon economy presents opportunities for our business, given our broad-based product portfolio of resource-efficient appliances, including a full line of electric, natural gas and induction-based appliances.

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The costs to comply, or associated with any noncompliance, are, or can be, significant and vary from period to period.

Specific to data privacy and cybersecurity, our Board exercises oversight for our global information security and privacy programs.

This includes understanding our business needs and associated risks, and reviewing management's strategy and recommendations for managing cybersecurity and privacy risks.

In line with this oversight responsibility, the Audit Committee receives reports on cyber program effectiveness periodically, and the Board of Directors receives a full presentation annually on cybersecurity related trends and program updates.

For our employees globally, we maintain a cybersecurity and privacy training program that includes training, simulated phishing exercises, and regular publications on our Company portal.

Additionally, we maintain a privacy program that manages compliance to privacy regulations globally.

Human Capital Management

At Whirlpool, our values guide everything we do.

At Whirlpool, our enduring values guide everything we do.

We have created an environment where open and honest communication is the expectation, not the exception.

We hold our employees to this standard and offer the same in return.

Our Integrity Manual was created to help our employees follow our commitment to win the right way.

Our Integrity Manual helps our employees follow our commitment to win the right way.

Additionally, our Supplier Code of Conduct formalizes the key principles under which Whirlpool’s suppliers are required to operate.

Our Human Capital Strategy is built around three pillars:

Agile Organization

Effective and Efficient Organization

Our employees are a critical driver of Whirlpool’s global business results.

On December 31, 2022, Whirlpool employed approximately 61,000 employees across 48 countries, with 32% located within the United States.

On December 31, 2023, Whirlpool employed approximately 59,000 employees across 48 countries, with 32% located within

the United States.

Outside of the United States, our largest employee populations were located within Brazil and Mexico.

We regularly monitor various key performance indicators around the human capital priorities of attracting, retaining, and engaging our global talent.

In addition, we

enable the execution of our strategic priorities by providing all employees with access to learning opportunities to improve critical skills, and to develop professional and leadership acumen.

We have a long tradition of measuring employee engagement through our employee engagement pulse surveys.

We continued to use frequent global pulse surveys with coverage of broader engagement and well-being topics.

We ensure that we are aligning our people strategies with the organization’s strategic priorities, enabling the execution of our priorities by attracting, developing, engaging and retaining our global talent.

Through our organizational effectiveness practices, we ensure that our organizational design, processes and governance are fit for purpose.

We provide all employees with access to learning opportunities to improve critical skills, in order to develop the capabilities required to succeed now and into the future.

Best Talent and Leadership

We believe that our talent is a competitive advantage.

We invest in attracting the best talent, developing employees’ skills and capabilities, and retaining top talent.

We provide robust and challenging career opportunities for employees, which ensures that we build a deep succession bench for our leadership roles.

Development of leadership acumen within Whirlpool Corporation is critical in ensuring People Leaders at all levels are capable and confident in their ability to bring out the best in our people.

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As a result, all of our formal leadership development programs are internally designed and facilitated by Whirlpool leaders themselves.

The benefits of this strategy are multi-fold;

The benefits of this strategy are multifold;

our senior leaders grow continually by playing the role of teachers, our next-level leaders learn from their role models’ personal experiences and in turn, our organization builds a leadership engine.

Leadership development is a crucial component of our overall organizational strategy, and will continue to be an area of focus in the coming years.

Whirlpool offers a variety of programs globally to protect the health and safety of our employees.

While we maintain targets for year-over-year reduction of the total recordable incident rate and serious injuries, our goal is always zero.

Whirlpool has a proud history of providing our employees with comprehensive and competitive benefits packages and we continue to invest in our employees' health and well being.

In 2022, we launched a global well-being strategy focused on six main well-being pathways – Be healthy;

Winning Culture

We continually strive to foster a “family feel” culture where we are accountable to each other.

This means that we live our enduring values and conduct ourselves in a way that is consistent with the Whirlpool Leadership Model behaviors.

We leverage a multi-faceted employee listening strategy to better understand our employees’ experience and needs, including regular employee engagement pulse surveys that cover broader engagement, belonging and wellbeing topics.

Our employees’ safety and wellbeing is of the utmost importance.

Whirlpool has a proud history of providing our employees with comprehensive and competitive benefits packages and we continue to invest in our employees' health and wellbeing.

Our global wellbeing strategy focuses on six main pathways– Be healthy;

and Be connected, to further empower and support our employees to “Be Well” in all aspects of their lives.

In addition, we enabled access for all our employees to clinical counselors and guidance on relationships, finances, retirement planning, legal issues and emotional needs.

In addition, we provide access for all our employees to clinical counselors and guidance on relationships, finances, retirement planning, legal issues and emotional needs.

All global employees, regardless of their full-time or part-time status, are eligible for this free well-being benefit.

Winning Culture

Our culture is underpinned by our enduring values, which have long been pillared by inclusion and diversity.

Whirlpool has a history of prioritizing issues such as gender and racial equality among our people.

For the past 19 years, Whirlpool Corporation has achieved a perfect 100 on the Corporate Equality Index, marking nearly two decades of commitment to inclusion in the workplace.

This broad organizational commitment was again demonstrated in 2022 with extensive participation in our global inclusion month.

Additionally, Whirlpool’s employee resource groups (ERGs) continue to raise awareness for an inclusive culture, representing eight under-represented groups in North America;

two in our Europe, Middle East and Africa region;

four in the Latin America region;

and one in Asia.

In 2022, we progressed in our Pledge to Equality and Fairness for our Black Colleagues in the United States, which we established in 2020.

At its core, the pledge is our way to activate change and make our company and the communities where we operate better places to work and live for our black colleagues.

The pledge is a multi-year action plan, comprising 16 work streams, each led by a senior leader, and overseen by a steering committee of Executive Committee members.

In 2022, we continued our rollout of Unconscious Bias and Empathy training for all people leaders, with 91% of U.S.-based people leaders participating.

After breaking ground on the multi-family housing development in Benton Harbor, Michigan in 2021, where our Global Headquarters are located, that work continued throughout 2022 and we are excited to welcome residents to their new homes in 2023 as part of our housing commitment to attract diverse occupants as residents of the community.

While our actions focus on our “four walls” and our local communities, we hope that these actions will have a ripple effect on society at large.

Whirlpool offers a variety of programs globally to protect the health and safety of our employees.

While we maintain targets for year-over-year reduction of the total recordable incident rate and serious injuries, our goal is always zero.

Whirlpool believes in creating a culture of inclusion where all employees feel a sense of belonging.

Inclusion and Diversity has been an enduring value at Whirlpool for decades.

Our efforts to appreciate all perspectives and backgrounds enables us to understand our diverse consumer base, improve our products so they can be used by everyone, and make our communities stronger.

Our value of Inclusion and Diversity includes focused actions to build a diverse workforce, an inclusive workplace and a vibrant ecosystem.

Around the world, nineteen Employee Resource Groups support our inclusive culture by providing opportunities for employees to connect with one another, grow personally and professionally, and give back to their communities.

In 2020, Whirlpool committed to an action-based pledge focused on equality and fairness, with specific workstreams focused on actions we can take within our company and our communities.

Since the announcement of this pledge, we have invested in programs that help drive sustainable, positive impact for employees and local communities.

In 2023, these investments included supporting our local community through a park restoration on our second annual Juneteenth Day of Impact , and through the grand opening of an 80-unit apartment complex in Benton Harbor.

This apartment complex, named Emma Jean Hull Flats, provides high quality housing opportunities for local residents, including discounted leasing for hometown heroes such as emergency personnel and teachers.

Also in 2023 as a part of our pledge for equality and fairness, we continued to enhance our relationship with Florida A&M University.

This relationship provides an opportunity for Whirlpool employees to engage with students through mentoring and engineering projects, while also opening opportunities for recruiting top engineering talent from an esteemed Historically Black College & University (HBCU).

Hosting a Habitat for Humanity build near Florida A&M University’s campus allowed students, faculty, and local residents to engage with Whirlpool’s employees in new ways.

For additional information, please see Whirlpool’s website (www.whirlpoolcorp.com), and forthcoming 2024 Proxy Statement and 2023 Sustainability Report.

The contents of our

Sustainability Report and the Company's website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

The contents of our Sustainability Report, Proxy Statement (except where noted herein), and the Company's website are not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC.

Other Information

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Lowe's represented approximately 38% and 37% of our consolidated accounts receivable as of December 31, 2023 and 2022, respectively.

The proportional increase in Lowe's accounts receivable balance is due to a decrease in consolidated accounts receivable driven by European major domestic appliance business transferred to held for sale.

Lowe's accounts receivable has decreased by 9% from the prior year.

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

For information on our global restructuring plans, and the impact of these plans on our operating segments, see Note 14 to the Consolidated Financial Statements.

Information About Our Executive Officers

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Peters Executive Vice President and Chief Financial Officer and President, Whirlpool Asia 2016 54

Brega Executive Vice President and President, Whirlpool Latin America 2012 59

Carey Martin Executive Vice President and Chief Human Resources Officer 2023 47

Gilles Morel Executive Vice President and President, Whirlpool Europe, Middle East & Africa 2019 58

Juan Carlos Puente Executive Vice President and President, Whirlpool Latin America 2023 49

Ava Harter Executive Vice President and Chief Legal Officer 2023 54

Ludovic Beaufils Executive Vice President and General Manager, KitchenAid Small Appliances 2024 51

Alessandro Perucchetti Executive Vice President and President, Whirlpool North America 2024 48

The executive officers named above were elected by our Board of Directors to serve in the office indicated until the first meeting of the Board of Directors following the annual meeting of stockholders in 2024 and until a successor is chosen and qualified or until the executive officer's earlier resignation or removal.

Each of our executive officers has held the position set forth in the table above or has served Whirlpool in various executive or administrative capacities for at least the past five years, except for Mr.

Morel and Ms.

Prior to joining Whirlpool in April 2019, Mr.

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in various leadership positions, most recently as Regional President, Europe & Eurasia for Mars Chocolate.

On January 31, 2023, Joseph T.

Liotine, President and Chief Operating Officer of the Company, transitioned to an advisory role.

Liotine will serve in this role through March 31, 2023 and then depart the Company.

Bitzer, Chairman and CEO, has assumed direct responsibility for global operations.

The Company has also announced that João Brega will retire from his position as Executive Vice President and President, Whirlpool Latin America effective March 31, 2023, after 27 years of service with the Company.

As part of a planned transition, Juan Carlos Puente, Senior Vice President and President, LAR North, will succeed Mr.

Brega in the role effective April 1, 2023.

Prior to joining Whirlpool in December 2020, Ms.

Harter served as senior vice president, general counsel, and corporate secretary of Owens Corning since 2015.

Prior to her role at Owens Corning, Ms.

Harter held roles of increasing responsibility with General Electric, The Dow Chemical Company, Jones Day, and Thompson Hine LLP.

Available Information

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business