What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-14 compared with 2023-02-10 · 305 added, 325 removed, 1644 unchanged (28% of the section changed)

9 unchanged sentences

2 Revenue Recognition

4 Cash, Cash Equivalents and Restricted Cash

4 Inventories

7 unchanged sentences

12 Share-Based Incentive Plans

14 Restructuring Charges

13 Income Taxes

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Impairment of goodwill and other intangibles — 384 —

(Gain) loss on sale and disposal of businesses 1,869 ( 105 ) ( 7 )

Loss (gain) on sale and disposal of businesses 106 1,869 ( 105 )

Operating profit (loss) 1,015 ( 1,056 ) 2,348

9 unchanged sentences

Per share of common stock

Basic net earnings available to Whirlpool $ ( 27.18 ) $ 28.73 $ 17.15

Basic net earnings (loss) available to Whirlpool $ 8.76 $ ( 27.18 ) $ 28.73

Diluted net earnings available to Whirlpool $ 8.72 $ ( 27.18 ) $ 28.36

12 unchanged sentences

Derivative instruments:

Net gain (loss) arising during period 119 282 ( 43 )

Net (loss) gain arising during period ( 100 ) 119 282

reclassification adjustment for gain (loss) included in net earnings (loss) ( 36 ) 93 255

70 unchanged sentences

Impairment of goodwill and other intangibles — 384 —

(Gain) loss on sale and disposal of businesses 1,869 ( 105 ) ( 7 )

Loss (gain) on sale and disposal of businesses 106 1,869 ( 105 )

(Gain) loss on previously held equity interest — — ( 42 )

26 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 45 ( 20 ) ( 67 )

decrease in cash classified as held for sale ( 94 ) — —

change in cash classified as held for sale ( 3 ) ( 94 ) —

Increase (decrease) in cash, cash equivalents and restricted cash ( 388 ) ( 1,086 ) 110

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Dividends declared ( 340 ) ( 338 ) — — — ( 2 )

Acquisitions and Divestitures ( 764 ) — — — — ( 764 )

Balances, December 31, 2021 5,013 10,170 ( 2,357 ) ( 3,081 ) 114 167

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Latin America and Asia.

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.

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 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.

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.

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 transaction is 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 Arçelik’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 Arçelik’s two production facilities in Romania.

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.

Principles of Consolidation

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We have some sales and distribution operations in Ukraine, however, the revenues and net assets are not material to our EMEA operating segment and consolidated results.

On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with Arçelik A.Ş.

(“Arcelik”) to sell our Russian business to Arcelik for contingent consideration.

The sale of the Russian business was completed on August 31, 2022.

For additional information, see Note 17 to the Consolidated Financial Statements.

Furthermore, COVID-19 and subsequent macroeconomic volatility, including supply chain disruptions, continue to impact countries across the world, and the duration and severity of the effects are currently unknown.

The pandemic has impacted the Company and could materially impact our financial results in the future.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

On June 27, 2022, our subsidiary Whirlpool EMEA SpA entered into a share purchase agreement with Arcelik to sell our Russian business to Arcelik for contingent consideration.

The sale of the Russian business was completed on August 31, 2022.

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

Furthermore, macroeconomic volatility, as well as ongoing international conflicts, continues to impact countries across the world, and the duration and severity of the effects are currently unknown.

The Consolidated Financial Statements presented herein reflect estimates and assumptions made by management at December 31, 2023 and for the twelve months ended December 31, 2023.

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and the allowance for expected credit losses and bad debt.

Events and changes in circumstances arising after February 10, 2023, including those resulting from the impacts of COVID-19 as well as the ongoing conflict in Ukraine or other macroeconomic factors, will be reflected in management’s estimates for future periods.

Events and changes in circumstances arising after February 14, 2024, including those resulting from the impacts of macroeconomic volatility, as well as the ongoing international conflicts, will be reflected in management’s estimates for future periods.

Goodwill and indefinite-lived intangible assets

We continue to monitor the significant global economic uncertainty to assess the outlook for demand for our products and the impact on our business and our overall financial performance.

Our Maytag and JennAir trademarks are at risk at December 31, 2022.

Our Maytag and InSinkErator trademarks are at risk at December 31, 2023.

The goodwill in any of our reporting units or other indefinite-lived intangible assets are not presently at risk for future impairment.

The potential impact of demand disruptions, production impacts or supply constraints along with a number of other factors could negatively effect revenues for the Maytag and JennAir trademarks, but we remain committed to the strategic actions necessary to realize the long-term forecasted revenues and profitability of these trademarks.

A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than expected financial performance for our Maytag and JennAir trademarks, among other factors, as a result of the COVID-19 pandemic, other macroeconomic factors or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

The potential impact of demand disruptions, production impacts or supply constraints along with a number of other factors could negatively effect revenues for the Maytag and InSinkErator trademarks, but we remain committed to the strategic actions necessary to realize the long-term forecasted revenues and profitability of these trademarks.

A lack of recovery or further deterioration in market conditions, a sustained trend of weaker than expected financial performance for our Maytag and InSinkErator trademarks, among other factors, as a result of macroeconomic factors or other unforeseen events could result in an impairment charge in future periods which could have a material adverse effect on our financial statements.

GAAP, the Company calculates its quarterly tax provision based on an estimated effective tax rate for the year and then adjusts this amount by certain discrete items each quarter.

Potential changing and volatile macro-economic conditions could cause fluctuations in forecasted earnings before income taxes.

Potential changing and volatile macroeconomic conditions could cause fluctuations in forecasted earnings before income taxes.

As such, the Company's effective tax rate could be subject to volatility as forecasted earnings before income taxes are impacted by events which cannot be predicted.

In addition, potential future economic deterioration brought on by the pandemic, ongoing conflict in Ukraine, and related sanctions or other factors, such as potential sales of businesses and changes in tax rates may negatively impact the realizability and/or valuation of certain deferred tax assets.

In addition, potential future economic deterioration brought on by the pandemic, ongoing conflicts in Ukraine, Israel and the Red Sea, and related sanctions or other factors, such as potential sales of businesses and new tax legislation may negatively impact the realizability and/or valuation of certain deferred tax assets.

Use of Estimates

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Actual results could differ materially from those estimates.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Revenue Recognition

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See Note 2 to the Consolidated Financial Statements for additional information.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Sales Incentives

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These accrued promotions are recognized based on the expected value amount of incentives that will be ultimately claimed by trade customers or consumers.

The expected value is the sum of probability-weighted amounts in a range of possible consideration amounts.

If the amount of incentives cannot be reasonably estimated, an accrued promotion liability is recognized for the maximum potential amount.

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Certain arrangements include servicing of transferred receivables by Whirlpool.

The amount of cash proceeds received under these arrangements was $ 80 million for the twelve months ended December 31, 2022.

The amount of cash proceeds received was immaterial for the twelve months ended December 31, 2021.

Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset was $ 80 million as of December 31, 2022.

These amounts were not material as of December 31, 2021, respectively.

Outstanding accounts receivable transferred under arrangements where the Company continues to service the transferred asset was $ 227 million and $ 80 million as of December 31, 2023 and December 31, 2022, respectively.

The amount of cash proceeds received under these arrangements was $ 379 million and $ 80 million for the twelve months ended December 31, 2023 and December 31, 2022, respectively.

Freight and Warehousing Costs

We classify freight and warehousing costs within cost of products sold in our Consolidated Statements of Income (Loss).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Cash and Cash Equivalents

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Fair Value Measurements

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For certain acquired production assets, we depreciate costs based on the straight-line method.

Property, plant and equipment with a net book value of $ 822 million associated with our European major domestic appliance business has been classified as assets held for sale in the fourth quarter of 2022.

Property, plant and equipment with a net book value of $ 141 million associated with our Russian business has been removed as part of the deconsolidation of the Russian operations in the third quarter of 2022.

Property, plant and equipment associated with our European major domestic appliance business with a net book value of $ 952 million and $ 822 million at December 31, 2023 and December 31, 2022, respectively, has been classified as assets held for sale.

Property, plant and equipment with a net book value of $ 141 million associated with our Russian business was removed as part of the deconsolidation of the Russian operations in the third quarter of 2022.

For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.

1 unchanged sentence

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Depreciation expense for property, including accelerated depreciation classified as restructuring expense in our Consolidated Statements of Income (Loss), was $ 321 million, $ 440 million and $ 447 million in 2023, 2022 and 2021, respectively.

Depreciation of our European major domestic appliance business has been suspended from December 2022 onwards due to the disposal group being classified as held for sale and measured at fair value less cost to sell.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes our property at December 31, 2023 and 2022:

7 unchanged sentences

During the twelve months ended December 31, 2023, we disposed of buildings, machinery and equipment with a net book value of $ 16 million, compared to $ 25 million in prior year.

The net gain on the disposals is $ 54 million for the twelve months ended December 31, 2022 and was primarily driven by a sale-leaseback transaction.

The net gain on the disposals was no t material for the same period of 2021.

The net loss on the disposals is immaterial for the twelve months ended December 31, 2023.

The net gain on the disposals was $ 54 million for the same period of 2022 and was primarily driven by a sale-leaseback transaction.

We record impairment losses on long-lived assets, excluding goodwill and indefinite-lived intangibles, when events and circumstances indicate the assets may be impaired and the estimated undiscounted future cash flows generated by those assets are less than their carrying amounts.

1 unchanged sentence

For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.

Capitalization of Internal Use Software Costs

We capitalize certain computer software development costs associated with qualifying application development stage activities or the acquisition of computer software for internal use.

Capitalization is determined based on specific criteria, including whether the software is in the development stage and meets defined criteria for capitalization.

Capitalized software costs are recognized as part of property, plant, and equipment and are depreciated on a straight-line basis over the estimated useful lives of the software, generally not exceeding five years .

As of December 31, 2023 and December 31, 2022, capitalized software costs, net of accumulated depreciation, amounted to $ 135 million and $ 136 million, respectively.

These amounts are included in the Machinery and Equipment category in the Property section of the Consolidated Balance Sheets.

The depreciation expense recorded for these assets was $ 34 million, $ 39 million, and $ 47 million for the twelve months ended 2023, 2022, and 2021, respectively.

There were no significant impairments recorded during 2023, 2022 and 2021, respectively.

We determine if an arrangement contains a lease at contract inception and determine the lease term by assuming the exercise of those renewal options that are reasonably assured.

1 unchanged sentence

We elect to not separate lease and non-lease components for all leases.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

As the Company's lease agreements normally do not provide an implicit interest rate, we apply the Company's incremental borrowing rate based on the information available at commencement date in determining the present value of future lease payments.

9 unchanged sentences

macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, share price and other relevant factors.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

We have four reporting units for which we assess for impairment which also represent our operating segments and are defined as North America;

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For additional information, see Notes 5 and 10 to the Consolidated Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Supply Chain Financing Arrangements

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All outstanding balances under these programs are recorded in accounts payable on our Consolidated Balance Sheets.

At December 31, 2022, approximately $ 1.1 billion have been issued to participating financial institutions of which $ 368 million of the balance issued is related to our European major domestic appliance business which has been classified as held for sale in the fourth quarter of 2022.

At December 31, 2023, approximately $ 1.2 billion have been issued to participating financial institutions of which $ 383 million of the balance issued is related to our European major domestic appliance business which has been classified as held for sale starting from the fourth quarter of 2022.

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

At December 31, 2021, approximately $ 1.4 billion have been issued to participating financial institutions.

At December 31, 2022, approximately $ 1.1 billion have been issued to participating financial institutions, of which $ 368 million was related to our European major domestic appliance business.

A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit funds to, and participate in, the programs.

2 unchanged sentences

We use derivative instruments designated as cash flow, fair value and net investment hedges to manage our exposure to the volatility in material costs, foreign currency and interest rates on certain debt instruments.

Changes in the fair value of derivative assets or liabilities (i.e., gains or

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

losses) are recognized depending upon the type of hedging relationship and whether a hedge has been designated.

Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether a hedge has been designated.

For those derivative instruments that qualify for hedge accounting, we designate the hedging instrument, based upon the exposure being hedged, as a cash flow hedge, fair value hedge, or a hedge of a net investment in a foreign operation.

13 unchanged sentences

Advertising costs are charged to expense when the advertisement is first communicated and totaled $ 392 million, $ 329 million and $ 345 million in 2023, 2022 and 2021, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Income Taxes and Indirect Tax Matters

8 unchanged sentences

See Note 13 to the Consolidated Financial Statements for additional information.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Stock Based Compensation

Stock based compensation expense is based on the grant date fair value and is expensed over the period during which an employee is required to provide service in exchange for the award (generally the vesting period).

The Company's stock based compensation includes stock options, performance stock units, and restricted stock units, among other award types.

Share-based Incentive Plans

Share-based compensation expense is based on the grant date fair value and is expensed over the period during which an employee is required to provide service in exchange for the award (generally the vesting period).

The Company's Share-based incentive plans include stock options, performance stock units, and restricted stock units, among other award types.

The fair value of stock options are determined using the Black-Scholes option-pricing model, which incorporates assumptions regarding the risk-free interest rate, expected volatility, expected option life, expected forfeitures and dividend yield.

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The fair value of restricted stock units and performance stock units is generally based on the closing market price of Whirlpool common stock on the grant date.

Stock based compensation is recorded in selling, general and administrative expense on our Consolidated Statements of Income (Loss).

Share-based compensation is recorded in selling, general and administrative expense on our Consolidated Statements of Income (Loss).

See Note 12 to the Consolidated Financial Statements for additional information.

11 unchanged sentences

The following tables summarize balances and transactions with Whirlpool China and its subsidiaries during the periods presented.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Millions of dollars December 31, 2023 December 31, 2022

1 unchanged sentence

Accounts payable Outstanding amounts due $ 91 $ 75

Changes in the carrying value of the equity interest are driven by earnings (loss) of the investee, the receipt of dividends, and the effect of foreign exchange.

Twelve Months Ended December 31,

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The licensing revenue and outstanding accounts receivable from Whirlpool China and its subsidiaries are not material for the periods presented.

The Company’s share of the results of equity method investments and elimination of intra-entity results are included in the Equity method investment income (loss), net of tax in the Consolidated Statements of Income (Loss) and Other noncurrent assets in the Consolidated Balance Sheet.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The market value of our 20 % investment in Whirlpool China, based on the quoted market price, is $ 191 million as of December 31, 2023.

Management has concluded that there are no indicators for an other-than-temporary impairment.

Management has concluded that there are currently no indicators for an other-than-temporary impairment.

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

14 unchanged sentences

Standard Effective Date

2020-04 Reference Rate Reform (Topic 848) - Facilitation of the Effects of Reference Rate Reform on Financial Reporting March 12, 2020 to December 31, 2022

2021-01 Reference Rate Reform (Topic 848) - Scope January 7, 2021 to December 31, 2022

2021-10 Government Assistance (Topic 832) - Disclosures by Business Entities about Government Assistance January 1, 2022

2022-06 Reference Rate Reform (Topic 848) - Deferral of the Sunset Date of Topic 848 December 21, 2022 to December 31, 2024

2022-04 Supplier Finance Programs (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations January 1, 2023

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Accounting Pronouncements Issued But Not Yet Effective

In November 2023, the FASB issued Update 2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures".

This Update applies to all public entities that are required to report segment information in accordance with Topic 280.

The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this Update do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments.

The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The standard should be applied retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this new standard.

In December 2023, the FASB issued Update 2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures".

This Update applies to all entities that are subject to Topic 740.

The amendments in this Update improve income tax disclosures primarily related to the rate reconciliation and income taxes paid information as well as the effectiveness of certain other income tax disclosures.

The new standard is effective for annual periods beginning after December 15, 2024.

Early adoption is permitted.

The standard should be applied on a prospective basis, but retrospective application is permitted.

The Company is currently evaluating the impact of adopting this new standard.

All other issued and not yet effective accounting standards are not relevant to the Company.

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To achieve the core principle, the Company applies the following five steps:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Identify the contract with a customer

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If these criteria are not met, the promised products or services are accounted for as a combined performance obligation.

The Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard.

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Company has elected to account for shipping and handling activities as a fulfillment cost as permitted by the standard.

Determine the transaction price

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We sell products within all major product categories in each operating segment.

For additional information on the

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

disaggregated revenues by geographical regions, see Note 16 to the Consolidated Financial Statements.

For additional information on the disaggregated revenues by geographical regions, see Note 14 to the Consolidated Financial Statements.

Twelve months ended

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The refrigeration product category includes refrigerators, freezers, ice makers and refrigerator water filters.

The laundry product category includes laundry appliances, commercial laundry products and related laundry accessories.

The laundry product category includes laundry appliances,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

commercial laundry products and related laundry accessories.

The cooking category includes cooking appliances and other small domestic appliances.

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A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended.

A warranty that goes above and beyond ensuring basic functionality is considered a service type warranty.

A warranty that goes above and beyond ensuring standard functionality is considered a service type warranty.

The Company offers certain limited warranties that are assurance type warranties and extended service arrangements that are service type warranties.

5 unchanged sentences

The Company primarily offers assurance type warranties.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Whirlpool sells certain extended service arrangements separately from the sale of products.

Whirlpool acts as a sales agent under some of these arrangements whereby the Company receives a fee that is recognized as revenue upon the sale of the extended service arrangement.

The Company is also the principal for certain extended service arrangements.

Revenue related to these arrangements is recognized ratably over the contract term.

Whirlpool acts as a sales agent under a majority of these arrangements whereby the Company receives a fee that is recognized as revenue upon the sale of the extended service arrangement.

Other Revenue

Other revenue sources include primarily the revenues from the newly acquired InSinkErator business, subscription arrangements and licenses as described below.

Other revenue sources include primarily the revenues from the InSinkErator business, acquired in the fourth quarter of 2022, subscription arrangements and licenses as described below.

InSinkErator revenues consist primarily of food waste disposers and instant hot water dispensers.

We transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer or when the customer receives the product based upon agreed shipping terms, in a similar manner as our major product category sales.

The Company has a water subscription business in our Latin America segment which provides the consumer with a water filtration system that is delivered to the consumer's home.

Our water subscription contracts represent a performance obligation that is satisfied over time and revenue is recognized as the performance obligation is completed.

The Company has a water filtration subscription business, operating under our Brastemp brand, in our Latin America segment which provides the consumers and businesses with a water filtration system that is installed in the consumer's or business's location.

Our Brastemp water filtration subscription contracts represent a performance obligation that is satisfied over time and revenue is recognized as the performance obligation is completed.

The installation and maintenance of the water filtration system are not distinct services in the context of the contract (i.e.

1 unchanged sentence

The contract term is generally less than one year for these arrangements and revenue is recognized based on the monthly invoiced amount which directly corresponds to the value of our performance completed to date.

On January 16, 2024, the Company entered into a share purchase agreement with a third-party

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

buyer to sell the Company's Brastemp water filtration subscription business in the Latin America region.

The completion of the transaction is contingent upon regulatory approvals and customary closing conditions, and is anticipated to occur in 2024.

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

We license our brands in arrangements that do not include other performance obligations.

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We take into account past events, current conditions and reasonable and supportable forecasts in developing the reserve.

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The following table summarizes our allowance for doubtful accounts by operating segment for the twelve months ended December 31, 2023.

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Latin America $ 27 $ — $ — $ 2 $ — $ 29

$ 25 $ — $ — $ 2 $ — $ 27

Consolidated $ 76 $ 1 $ ( 12 ) $ 7 $ 4 $ 76

(1) Accounts receivable allowance of our Russian operations has been removed as part of the deconsolidation of the Russian operations in the third quarter of 2022.

Additionally, accounts receivable allowance of our European major domestic appliance business has been transferred to assets held for sale in the fourth quarter of 2022.

(1) Starting from the fourth quarter of 2022, accounts receivable allowance of our European major domestic appliance business is transferred to assets held for sale.

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

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The Company had operating lease costs of approximatel y $ 235 million, $ 218 million and $ 234 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Non-cancellable operating lease commitments that had not yet commenced were $ 69 million and $ 69 million for the periods ended December 31, 2022 and December 31, 2021, respectively.

These operating leases are expected to commence before the end of fiscal year 2023 with lease terms of up to 10 years.

At December 31, 2023 and 2022, we have no material leases classified as financing leases.

We have approximately $ 889 million of non-cancellable operating lease commitments, excluding variable consideration at December 31, 2022 and $ 1.1 billion at December 31, 2021.

The undiscounted annual future minimum lease payments are summarized by year in the table below and it excludes lease payments beyond 2023 related to our European major domestic appliance business classified as held for sale.

We have approximately $ 929 million of non-cancellable operating lease commitments, excluding variable consideration at December 31, 2023 and $ 889 million at December 31, 2022.

The undiscounted annual future minimum lease payments are summarized by year in the table below and excludes lease payments related to our European major domestic appliance business classified as held for sale.

Maturity of Lease Liabilities Operating Leases

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During the year ended December 31, 2022 the cash paid for amounts included in the measurement of the liabilities and the operating cash flows was $ 219 million .

The right of use assets obtained in exchange for new liabilities was $ 179 million partially offset by $ 40 million in terminations for the year ended December 31, 2021.

The right of use assets obtained in exchange for new liabilities was $ 79 million for the year ended December 31, 2022.

Relevant information used in determining the Company's incremental borrowing rate includes the duration of the lease, location of the lease, and the Company's credit risk relative to risk-free market rates.

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Many of our leases include renewal options that can extend the lease term.

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Certain leases also include options to purchase the underlying asset at fair market value.

If leased assets have leasehold improvements, typically the depreciable life of those leasehold improvements are limited by the expected lease term.

If leased assets have leasehold improvements, typically the depreciable life of those leasehold improvements

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are limited by the expected lease term.

Additionally, certain lease agreements include lease payment adjustments for inflation.

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Sale-leaseback transactions

There were no material sale-leaseback transactions in 2023.

In the first quarter of 2022, the Company sold and leased back a group of non-core properties for net proceeds of approximately $ 52 million.

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There were no material sale-leaseback transactions in 2021.

In the fourth quarter of 2020, the Company sold and leased back a group of non-core properties for net proceeds of approximately $ 139 million.

The initial total annual rent for the properties is approximately $ 10 million per year over an initial 14 year lease term and is subject to annual rent increases.

Under the terms of the lease agreement, the Company is responsible for all taxes, insurance and utilities and is required to adequately maintain the properties for the lease term.

The Company has four sequential five-year renewal options.

The transaction met the requirements for sale-leaseback accounting.

Accordingly, the Company recorded the sale of the properties, which resulted in a gain of approximately $ 113 million ($ 89 million, net of tax) recorded in cost of products sold ($ 74 million) and selling, general and administrative expense ($ 39 million) in the Consolidated Statements of Income (Loss) for the twelve months ended December 31, 2020.

The related land and buildings were removed from property, plant and equipment, net and the appropriate right-of-use asset and lease liabilities of approximately $ 128 million were recorded in the Consolidated Balance Sheets at the time of the transaction in the fourth quarter of 2020.

Synthetic lease arrangements

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The residual value guarantee amounted to $ 334 million as of December 31, 2022.

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The majority of these leases are classified as operating leases.

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The impact to the Consolidated Balance Sheets and Consolidated Statements of Income (Loss) is nominal.

(4) CASH, CASH EQUIVALENTS AND RESTRICTED CASH

The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within our Consolidated Statements of Cash Flows:

Millions of dollars 2022 2021 2020

Cash and cash equivalents as presented in our Consolidated Balance Sheets $ 1,958 $ 3,044 $ 2,924

Restricted cash included in prepaid and other current assets — — 10

Cash, cash equivalents and restricted cash as presented in our Consolidated Statements of Cash Flows $ 1,958 $ 3,044 $ 2,934

(4) INVENTORIES

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Total inventories $ 2,247 $ 2,089

$ 2,089 $ 2,717

(1) $ 650 million of inventories of the European major appliance business has been classified as assets held for sale.

For additional information, see Note 17 to the Consolidated Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

9 unchanged sentences

1,137 — — — 1,137

Impairment (2)

$ — $ ( 278 ) $ — $ — $ ( 278 )

Ending balance December 31, 2022

2 unchanged sentences

Divestitures and acquisitions (1)

1,137 — — — 1,137

Impairment $ — $ — $ — $ — $ —

$ — $ ( 278 ) $ — $ — $ ( 278 )

Ending balance December 31, 2023

$ 2,846 $ — $ 33 $ 451 $ 3,330

(1) The net change in goodwill in 2021 is due to the divestiture of Turkey manufacturing entity, deconsolidation of Whirlpool China and consolidation of Elica PB India.

For additional information, see Notes 1 and 17 to the Consolidated Financial Statements.

(2) Increase in goodwill is related to the purchase of InSinkErator business.

(1) Increase in goodwill is related to the purchase of InSinkErator business in 2022 and related measurement period adjustment in 2023.

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

1 unchanged sentence

For additional information, See Note 10 to the Consolidated Financial Statements.

A nnual impairment assessment

We completed our annual test for goodwill as of October 1, 2023 and October 1, 2022.

The Company performed a qualitative assessment for all our reporting units and determined no impairment was indicated.

Interim impairment assessment

8 unchanged sentences

For additional information, see Note 10 to the Consolidated Financial Statements.

A nnual impairment assessment

We completed our annual test for goodwill as of October 1, 2022.

The Company performed a qualitative assessment for all our reporting units and determined no impairment was indicated, other than the amounts recorded during the second quarter of 2022.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

For the annual impairment test for goodwill as of October 1, 2021, the Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate goodwill for all our reporting units.

Based on the quantitative assessment we determined there was no impairment of goodwill.

Other Intangible Assets

12 unchanged sentences

(1) Customer relationships have an estimated useful life of 5 to 19 years.

Includes $ 327 million of customer relationships, net of accumulated amortization, acquired as part of InSinkErator acquisition.

Includes $ 327 million of customer relationships, net of accumulated amortization, acquired as part of InSinkErator acquisition in 2022.

(2) Patents and other intangibles have an estimated useful life of 3 to 43 years.

(3) Impairment loss of $ 70 million and $ 36 million was recorded for Indesit and Hotpoint* trademarks, respectively, in the second quarter of 2022.

In the fourth quarter of 2022, the remaining carrying value of $ 225 million for these trademarks was classified as held for sale.

(4) Trademarks valued at $ 1.3 billion were acquired as part of the InSinkErator acquisition.

(3) Trademarks valued at $ 1.3 billion were acquired as part of the InSinkErator acquisition in 2022.

For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.

(5) Includes Maytag and JennAir trademarks with carrying values of $ 1,021 million and $ 304 million, respectively.

Interim impairment assessment

Similarly to the review of EMEA reporting unit, and in connection with the preparation of our Consolidated Condensed Financial Statements for three months ended June 30, 2022, we identified indicators of impairment associated with other intangible assets in our EMEA reporting unit, which required us to complete an interim impairment assessment.

The primary indicators of impairment were the same as those identified for EMEA reporting unit and resulted in the actual revenues for the three-months ended June 30, 2022 being significantly lower than forecasted for Indesit and Hotpoint * trademarks.

In performing our quantitative assessment of other intangible assets, primarily trademarks, we estimate the fair value using the relief-from-royalty method which requires assumptions related to projected revenues from our long-range plans;

assumed royalty rates that could be payable if we did not own the trademark;

and a discount rate using a market-based weighted-average cost of capital.

Based on our interim quantitative impairment assessment as of June 30, 2022, the carrying value of certain other intangible assets, including Indesit and Hotpoint *, exceeded their fair value, and we recorded an impairment charge of $ 106 million during the second quarter of 2022.

See Note 11 to the Consolidated Financial Statements for additional information.

The estimates of future cash flows used in determining the fair value of goodwill and intangible assets involve significant management judgment and are based upon assumptions about expected future operating performance, economic conditions, market conditions and cost of capital.

Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.

The actual cash flows could differ materially from management's estimates due to changes in business conditions, operating performance and economic conditions.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(4) Includes InSinkErator, Maytag and JennAir trademarks with carrying values of $ 1.3 billion, $ 1.0 billion and $ 304 million, respectively.

A nnual impairment assessment

1 unchanged sentence

The Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain indefinite-life intangible assets.

Based on the results of the quantitative annual assessment, we determined there was no further impairment of the carrying values of intangible assets, other than the amounts recorded during the second quarter of 2022.

Based on the results of the quantitative annual assessment, we determined there were no impairments of the carrying values of intangible assets.

In the fourth quarter of 2022, and in connection with the classification of our European major domestic appliance business to held for sale, we recorded a loss of $ 1,521 million for the write-down of the disposal group to its estimated fair value of $ 139 million.

3 unchanged sentences

The Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain indefinite-lived intangible assets.

Based on the results of the quantitative assessment, we determined there was no impairment of intangible assets.

Based on the results of the quantitative assessment, we determined there was no impairment of intangible assets, other than the amounts recorded during the second quarter of 2022.

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

Amortization expense was $ 40 million, $ 35 million and $ 47 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes our future estimated amortization expense by year.

Amortization expense related to intangible assets transferred to held for sale of our European major appliance business are excluded beyond 2023.

Amortization expense related to intangible assets transferred to held for sale of our European major appliance business are excluded from the table below.

Millions of dollars

Interim impairment assessment

assumed royalty rates that could be payable if we did not own the trademark;

and a discount rate using a market-based weighted-average cost of capital.

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

Inherent in estimating the future cash flows are uncertainties beyond our control, such as changes in capital markets.

The actual cash flows could differ materially from management's estimates due to changes in business conditions, operating performance and economic conditions.

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

6 unchanged sentences

Senior Note - 4.00 %, maturing 2024

Term Loan - SOFR + 85 bps, maturing 2024

10 unchanged sentences

Senior Note - 4.50 %, maturing 2046

Senior Note - 4.60 %, maturing 2050

Other, net ( 26 ) ( 23 )

8 unchanged sentences

Long-term debt, including current maturities $ 7,214

Debt Offering

On February 22, 2023, the Company completed its offering of $ 300 million aggregate principal amount of 5.5 % Senior Notes due 2033 (the “2033 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No.

The 2033 Notes were issued under an indenture (the “Indenture”), dated March 20, 2000, between the Company, as issuer, and U.S.

Bank Trust Company, National Association (as successor to U.S.

Bank, National Association and Citibank, N.A.), as trustee.

The sale of the 2033 Notes was made pursuant to the terms of an Underwriting Agreement, dated February 14, 2023, with BNP Paribas Securities Corp., ING Financial Markets LLC, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc.

and SG Americas Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 2033 Notes.

The 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

The Company used the net proceeds from the sale of the 2033 Notes to repay $ 250 million aggregate principal amount of 3.7 % Notes which were paid on March 1, 2023, and for general corporate purposes.

On May 4, 2022, the Company completed its offering of $ 300 million in principal amount of 4.7 % Senior Notes due 2032 (the “2032 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No.

The 2032 Notes were issued under the Indenture.

The sale of the 2032 Notes was made pursuant to the terms of an Underwriting Agreement, dated May 2, 2022, among the Company, as issuer, and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 2032 Notes.

The 2032 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 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 sale of the 2032 Notes to repay $ 300 million aggregate principal amount of 4.7 % Notes which were paid on June 1, 2022.

Term Loan Agreement

6 unchanged sentences

The term loan facility is divided into two tranches:

a $ 1 billion tranche with a maturity date 18 months following the date that funds were borrowed (October 31, 2022), and a $ 1.5 billion tranche with a maturity date three years following the date that funds were borrowed.

a $ 1 billion tranche with a maturity date of April 30, 2024 and a $ 1.5 billion tranche with a maturity date of October 31, 2025.

The interest and fee rates payable with respect to the term loan facility based on the Company's current debt rating are as follows:

(1) the spread over secured overnight financing rate ("SOFR") for the 18-month tranche is 0.75 %;

(2) the spread over SOFR for the three-year tranche is 1.00 %;

(2) the spread over SOFR for the 3-year tranche is 1.00 %;

(3) the spread over prime for both tranches is zero ;

6 unchanged sentences

We were in compliance with our interest coverage ratio under the term loan agreement as of December 31, 2023.

The outstanding amount for this term loan agreement at December 31, 2022 was $ 2.5 billion.

Debt Offering

The 2032 Notes were issued under an indenture (the “Indenture”), dated March 20, 2000, between the Company, as issuer, and U.S.

Bank National Association (as successor to Citibank, N.A.), as trustee.

The sale of the 2032 Notes was made pursuant to the terms of an Underwriting Agreement, dated May 2, 2022 (the “Underwriting Agreement”), among the Company, as issuer, and BNP Paribas Securities Corp., Citigroup Global Markets Inc., Goldman Sachs & Co.

LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 2032 Notes.

The 2032 Notes contain covenants that limit the Company's ability to incur certain liens or enter into certain sale and lease-back transactions.

The Company used the net proceeds from the sale of the 2032 Notes to redeem $ 300 million aggregate principal amount of 4.7 % Notes which were paid on June 1, 2022.

On April 29, 2021, the Company completed its inaugural Sustainability Bond offering of $ 300 million in principal amount of 2.4 % Senior Notes due 2031 (the “2031 Notes”), in a public offering pursuant to a registration statement on Form S-3 (File No.

The 2031 Notes were issued under the Indenture.

The sale of the 2031 Notes was made pursuant to the terms of an Underwriting Agreement, dated April 26, 2021, among the Company, as issuer, and BNP Paribas Securities Corp., BofA Securities, Inc., J.P.

Morgan Securities LLC, and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with the offering and sales of the 2031 Notes.

The 2031 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,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

The Company used the net proceeds from the sale of the 2031 Notes to redeem $ 300 million aggregate principal amount of 4.85 % senior notes which was paid June 15, 2021.

Consistent with the Company’s Sustainability Bond Framework, the Company allocated an amount equal to the net proceeds from the sale of the 2031 Notes to fund one or more new or existing environmental and social Eligible Projects, as defined in the Company’s prospectus supplement dated April 26, 2021.

The outstanding amount for this term loan agreement at December 31, 2023 was $ 2 billion of which approximately $ 500 million is classified in current liabilities on the Consolidated Balance Sheet.

Credit Facilities

4 unchanged sentences

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.

and Wells Fargo Securities, LLC acted as Joint Lead Arrangers

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

and Joint Bookrunners for the Amended Long-Term Facility.

Consistent with the Company’s prior credit agreement, the Amended Long-Term Facility provides an aggregate borrowing capacity of $ 3.5 billion.

The facility has a maturity date of May 3, 2027, unless earlier terminated.

The interest rate payable with respect to the Amended Long-Term Facility reflect a decrease of 0.125 % in the interest rate margin from the Company’s prior credit facility, and is based on the Company’s current debt rating, Term SOFR + 1.00 % interest rate margin per annum (with a 0.10 % SOFR spread adjustment) or the Alternate Base Rate + 0.00 % per annum, at the Company’s election.

The Amended Long-Term Facility contains customary covenants and warranties, such as, among other things, a rolling four quarter interest coverage ratio required to be greater than or equal to 3.0 as of the end of each fiscal quarter.

The Amended Long-Term Facility removes the second financial covenant, a debt-to-capitalization ratio, that was in the Company’s prior credit agreement.

The Amended Long-Term Facility also includes limitations on the Company’s ability to (or to permit any subsidiaries to), subject to various exceptions and limitations:

2 unchanged sentences

and (iii) incur debt at the subsidiary level.

Many of the lenders have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services, or other services for Whirlpool Corporation and its subsidiaries, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

We were in compliance with our interest coverage ratio under the revolving credit facility as of December 31, 2022.

In addition to the committed $ 3.5 billion Amended Long-Term Facility and the committed $ 2.5 billion term loan, we have committed credit facilities in Brazil and India which provide borrowings up to approximately $ 204 million a t December 31, 2022 and $ 193 million at December 31, 2021, based on exchange rates then in effect, respectively.

We were in compliance with our interest coverage ratio under the Amended Long-Term Facility as of December 31, 2023.

In addition to the committed $ 3.5 billion Amended Long-Term Facility and the committed $ 2.5 billion term loan, we have committed credit facilities in Brazil and India.

These committed credit facilities provide borrowings up to approximately $ 218 million a t December 31, 2023 and $ 204 million at December 31, 2022, based on exchange rates then in effect, respectively.

These committed credit facilities have maturities that run through 2025.

We had $ 2.5 billion drawn on the committed credit facilities at December 31, 2022.

We had no borrowings outstanding under the committed credit facilities at December 31, 2021.

We had $ 2.0 billion and $ 2.5 billion drawn on the committed credit facilities at December 31, 2023 and December 31, 2022, respectively.

Notes Payable

1 unchanged sentence

The fair value of our notes payable approximates the carrying amount due to the short maturity of these obligations.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes the carrying value of notes payable at December 31, 2022 and 2021, respectively.

The following table summarizes the carrying value of notes payable at December 31, 2023 and 2022:

Millions of dollars 2023 2022

Short-term borrowings to banks 4 10

Short-term borrowings due to banks $ 17 $ 4

Total notes payable $ 17 $ 4

1 unchanged sentence

OTHER MATTERS

Embraco Antitrust Matters

Beginning in February 2009, our former Embraco compressor business headquartered in Brazil ("Embraco") was notified of antitrust investigations of the global compressor industry by government authorities in various jurisdictions.

Embraco resolved the government investigations and related claims in various jurisdictions and certain other claims remain pending.

Whirlpool agreed to retain potential liabilities related to this matter following closing of the Embraco sale transaction.

We continue to defend these actions.

While it is currently not possible to reasonably estimate the aggregate amount of costs which we may incur in connection with these matters, such costs could have a material adverse effect on our consolidated financial statements in any particular reporting period.

BEFIEX Credits and Other Brazil Tax Matters

3 unchanged sentences

We do not believe BEFIEX credits are subject to income or social contribution taxes.

We believe these tax assessments are without merit and are vigorously defending our positions.

We have not provided for income or social contribution taxes on these BEFIEX credits, and based on the opinions of tax and legal advisors, we have not accrued any amount related to these assessments at December 31, 2023.

The total amount of outstanding tax assessments received for income and social contribution taxes relating to the BEFIEX credits, including interest and penalties, is approximately 2.3 billion Brazilian reais (approximately $ 470 million at December 31, 2023).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Relying on existing Brazilian legal precedent, in 2003 and 2004, we recognized tax credits in an aggregate amount of $ 26 million, adjusted for currency, on the purchase of raw materials used in production ("IPI tax credits").

7 unchanged sentences

Because the IPI Amnesty case is moving faster than the BEFIEX taxability case, we could be required to pay the IPI Amnesty assessment before obtaining a final decision in the BEFIEX taxability case.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

We have received tax assessments from the Brazilian federal tax authorities relating to amounts allegedly due regarding insurance taxes (PIS/COFINS) for tax credits recognized since 2007.

11 unchanged sentences

Accordingly, it is possible that an unfavorable outcome in these proceedings could have a material adverse effect on our financial statements in any particular reporting period.

Legacy EMEA Legal Matters

Competition Investigation

1 unchanged sentence

The FCA investigation was split into two parts, and in December 2018, we finalized a settlement with the FCA on the first part of the investigation.

The second part of the FCA investigation, which is expected to focus primarily on manufacturer interactions with retailers, is ongoing.

The Company is cooperating with this investigation.

The second part of the FCA investigation, which is focused primarily on manufacturer interactions with retailers, is ongoing.

The Company has agreed to a preliminary settlement range with the FCA and recorded a charge of approximately $ 69 million in the first half of 2023.

The Company expects the settlement amount to be finalized in the first half of 2024, and to make payment to the FCA in 2024.

Although it is currently not possible to assess the impact, if any, that matters related to the FCA investigation may have on our financial statements, matters related to the FCA investigation could have a material adverse effect on our financial statements in any particular reporting period.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Trade Customer Insolvency

1 unchanged sentence

In 2020, we paid a settlement of € 52.75 million (approximately $ 59 million at the time of payment) to resolve any potential claims the insolvency trustee might have against the Company.

We are also defending third-party claims related to Alno's insolvency that we believe are without merit, and believe the ultimate resolution of these claims will not have a material adverse effect on our financial statements.

We have also resolved certain claims brought by a third party related to Alno's insolvency through a settlement which includes a full release of any and all claims by that third party, and accrued an immaterial incremental amount during the second quarter related to this resolution.

Grenfell Tower

6 unchanged sentences

Plaintiffs filed a petition with the U.S.

Supreme Court in January 2023.

Supreme Court in January 2023, which was subsequently denied.

In December 2020, lawsuits related to Grenfell Tower were filed in the U.K.

against approximately 20 defendants, including Whirlpool Corporation and certain Whirlpool subsidiaries.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

In the fourth quarter of 2022, we accrued an immaterial amount related to these claims in our financial statements.

Additional claims may be filed related to this incident.

Latin America Tax Review

In the first quarter of 2023, we accrued an immaterial amount in our Consolidated Condensed Financial Statements related to prior-period Value Added Tax (VAT) remittances in our Latin America region.

We resolved certain aspects of this matter in the second quarter of 2023 and the overall financial statement impact of such resolution was immaterial.

We continue to review tax matters within the region for any potential additional impacts, if any;

certain matters could have a material adverse effect on our financial statements in any particular reporting period.

Other Litigation

1 unchanged sentence

income tax litigation.

In addition, we are currently defending against two lawsuits that have been certified for treatment as class actions in U.S.

In addition, we successfully defended against two lawsuits that were certified for treatment as class actions in U.S.

federal court, relating to two top-load washing machine models.

In December 2019, the court in one of these lawsuits entered summary judgement in Whirlpool's favor.

That ruling remains subject to appeal, and the other lawsuit is ongoing.

We believe the lawsuits are without merit and are vigorously defending them.

Given the preliminary stage of the proceedings, we cannot reasonably estimate a range of loss, if any, at this time.

The resolution of these matters could have a material adverse effect on our financial statements in any particular reporting period.

In December 2019, the court in one of these lawsuits entered summary judgment in Whirlpool's favor, and that judgment was affirmed on appeal in late 2023.

The second lawsuit, which was stayed pending resolution of the first lawsuit, has also been dismissed.

We are currently vigorously defending a number of other lawsuits related to the manufacture and sale of our products which include class action allegations, and may become involved in similar actions.

4 unchanged sentences

Management believes, based upon its current knowledge, after taking into consideration legal counsel's evaluation of such suits and actions, and after taking into account current litigation accruals, that the outcome of these matters currently pending against Whirlpool should not have a material adverse effect, if any, on our financial statements.

Product Warranty and Legacy Product Corrective Action Reserves

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Product Warranty Reserves

Product warranty reserves are included in other current and other noncurrent liabilities in our Consolidated Balance Sheets.

5 unchanged sentences

Settlements made during the period/other ( 303 ) ( 304 )

( 304 ) ( 294 )

Liabilities classified to held for sale (1)

3 unchanged sentences

Total $ 206 $ 190

(1) Includes updated reserve assumptions noted below.

(2) Product warranty reserve of our European major domestic appliance business has been transferred to liabilities held for sale in the fourth quarter of 2022.

(1) Starting from the fourth quarter of 2022, product warranty reserve, and subsequent movements of the reserve, of our European major domestic appliance business has been transferred to liabilities held for sale.

In the normal course of business, we engage in investigations of potential quality and safety issues.

1 unchanged sentence

As necessary, we undertake to effect repair or replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.

As part of this process, we investigated incident reports associated with a particular component in certain Indesit-designed horizontal axis washers produced in EMEA.

In January 2020, we commenced a product recall in the U.K.

and Ireland for these EMEA-produced washers, for which the recall is ongoing.

In the third quarter of 2019, we accrued approximately $ 105 million in estimated product

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

warranty expense related to this matter.

During the fourth quarters of 2021 and 2020, the Company released accruals of approximately $ 9 million and $ 30 million, respectively, related to this campaign.

These adjustments were made based on the latest available data including take rate assumptions and unit population.

These estimates are based on several assumptions which are inherently unpredictable and which we may need to materially revise in the future.

Settlements related to this product recall are immaterial for the twelve months ended December 31, 2022.

The total settlements since the beginning of this campaign are approximately $ 63 million.

We have guarantee arrangements in a Brazilian subsidiary.

6 unchanged sentences

The maximum contractual amount of indebtedness and lines of credit available under these lines for consolidated subsidiaries totaled approximately $ 3.0 billion at December 31, 2023 and $ 2.9 billion at December 31, 2022.

Our total short-term outstanding bank indebtedness under guarantees was nominal at both December 31, 2022 and 2021.

Our total short-term outstanding bank indebtedness under guarantees (excluding those related to the European major domestic appliance business) was $ 17 million at December 31, 2023, and was nominal at December 31, 2022.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Purchase Obligations

Our expected cash outflows resulting from non-cancellable purchase obligations are summarized by year in the table below.

Non-cancellable purchase obligations related to European major domestic appliance business classified as held for sale are excluded beyond 2023.

Non-cancellable purchase obligations related to the European major domestic appliance business are excluded from the table below from April 2024 onwards, when the European transaction is expected to be completed.

Millions of dollars

9 unchanged sentences

The plans generally provide benefit payments using a formula that is based upon employee compensation and length of service.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

In addition, we sponsor an unfunded Supplemental Executive Retirement Plan that remains open to new participants and additional benefit accruals.

7 unchanged sentences

In the United States, benefits for certain retiree populations follow a defined contribution model that allocates certain monthly or annual amounts to a retiree's account under the plan.

Pension assets and liabilities related to the European major domestic appliance business have been classified as held for sale in the fourth quarter of 2022.

Starting from the fourth quarter of 2022, pension assets and liabilities related to the European major domestic appliance business have been classified as held for sale.

The postretirement medical benefit programs are unfunded.

32 unchanged sentences

Plan amendments — — ( 1 ) — 2 ( 5 )

Transfer of liabilities — — — ( 23 ) — —

Other adjustments — — — 11 — —

2 unchanged sentences

Reclassification of obligation to held for sale (1)

— — ( 69 ) ( 515 ) — —

Benefit obligation, end of year $ 2,098 $ 2,211 $ 65 $ 60 $ 123 $ 121

Accumulated benefit obligation, end of year $ 2,090 $ 2,205 $ 58 $ 52 N/A N/A

(1) Starting from the fourth quarter of 2022, benefit obligations of our European major domestic appliance business is transferred to assets held for sale.

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

The actuarial (gain) loss for all pension and other postretirement benefit plans in 2023 and 2022 was primarily related to a change in the discount rate used to measure the benefit obligation of those plans.

10 unchanged sentences

Transfer of plan assets — — — — — —

Other adjustments — — ( 1 ) — — —

Settlements — ( 6 ) — ( 7 ) — —

1 unchanged sentence

Reclassification of plan assets to held for sale (1)

Fair value of plan assets, end of year (1)

— — — ( 379 ) — —

(1) Decrease in fair value of plan assets was primarily driven by market fluctuations during the current period.

Fair value of plan assets, end of year $ 1,980 $ 2,072 $ 29 $ 30 $ — $ —

(1) Starting from the fourth quarter of 2022, fair value of plan assets of our European major domestic appliance business is transferred to assets held for sale.

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

Components of Net Periodic Benefit Cost

11 unchanged sentences

Settlement loss — 1 5 1 2 2 — — —

Net periodic benefit cost $ ( 1 ) $ ( 4 ) $ 33 $ ( 2 ) $ 6 $ 16 $ ( 41 ) $ ( 41 ) $ ( 19 )

Net periodic benefit cost (income) $ 14 $ ( 1 ) $ ( 4 ) $ 13 $ ( 2 ) $ 6 $ ( 35 ) $ ( 41 ) $ ( 41 )

The following table summarizes the net periodic cost recognized in operating profit and interest and sundry (income) expense for the years ended December 31, 2023, 2022 and 2021:

5 unchanged sentences

Interest and sundry (income) expense 12 ( 4 ) ( 7 ) 10 ( 6 ) 1 ( 35 ) ( 41 ) ( 41 )

Net periodic benefit cost $ ( 1 ) $ ( 4 ) $ 33 $ ( 2 ) $ 6 $ 16 $ ( 41 ) $ ( 41 ) $ ( 19 )

Net periodic benefit cost (income) $ 14 $ ( 1 ) $ ( 4 ) $ 13 $ ( 2 ) $ 6 $ ( 35 ) $ ( 41 ) $ ( 41 )

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

19 unchanged sentences

Interest crediting rate for cash balance plans 3.90 % 4.30 % 2.81 % 2.85 % N/A N/A

(1) Weighted-average assumptions include assumptions related to pension plans classified as held for sale during the fourth quarter of 2022.

(1) Weighted-average assumptions include assumptions related to pension plans classified as held for sale.

Weighted-Average Assumptions used to Determine Net Periodic Cost

12 unchanged sentences

Year that ultimate rate will be reached N/A N/A N/A N/A N/A N/A 2025 2025 2025

(1) Weighted-average assumptions include assumptions related to pension plans classified as held for sale during the fourth quarter of 2022.

(1) Weighted-average assumptions include assumptions related to pension plans classified as held for sale.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

19 unchanged sentences

Expected Benefit Payments

Expected benefit payments related to the European major domestic appliance business classified as held for sale are excluded beyond 2023.

Expected benefit payments related to the European major domestic appliance business classified as held for sale are excluded from the table below.

The transaction is expected to close by April 2024 and the payments related to the first quarter of 2024 are not material.

Millions of dollars United States

5 unchanged sentences

2027 196 9 10

2028 186 6 10

2029-2033 $ 800 $ 30 $ 43

Our overall investment strategy is to achieve an appropriate mix of investments for long-term growth and for near-term benefit payments with a wide diversification of asset types, fund strategies, and investment fund managers.

The target allocation for our plans is approximately 20 % in growth assets and 80 % in immunizing fixed income securities, with exceptions for foreign pension

The target allocation for our plans is approximately 20 %

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

in growth assets and 80 % in immunizing fixed income securities, with exceptions for foreign pension plans.

The fixed income securities duration is intended to match that of our United States pension liabilities.

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Unrealized gain / (loss) (net) ( 2 )

Purchases ( 1 )

Settlements ( 1 )

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We may enter into swap rate lock agreements to effectively reduce our exposure to interest rate risk by locking in interest rates on probable long-term debt issuances.

There were no outstanding notional amounts of interest rate swap agreements at December 31, 2022.

Outstanding notional amounts of interest rate swap agreements were $ 300 million at December 31, 2021.

There were no outstanding notional amounts of interest rate swap agreements at December 31, 2023 and December 31, 2022.

Net Investment Hedging

The following table summarizes our foreign currency denominated debt and foreign exchange forwards/options designated as net investment hedges at December 31, 2022 and 2021:

Notional (local) Notional (USD) Current Maturity

Instrument 2022 2021 2022 2021

Foreign exchange forwards/options MXN — MXN 7,200 $ — $ 352 N/A

For instruments that are designated and qualify as a net investment hedge, the effective portion of the instruments' gain or loss is reported as a component of other comprehensive income (loss) and recorded in accumulated other comprehensive loss.

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During the fourth quarter of 2022, Whirlpool substantially liquidated its foreign currency denominated investment in Mexico.

As a result, losses of approximately $ 53 million recorded in Accumulated other comprehensive loss were reclassified into Interest and sundry (income) expense in the Consolidated Financial Statements.

As of December 31, 2023, there were no outstanding hedges designated as net investment hedges.

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Commodity swaps/options $ 193 $ 170 $ 4 $ 7 $ 9 $ 17 (CF) 24 24

Foreign exchange forwards/options (2)

998 2,872 24 91 20 64 (CF/NI) 15 122

Foreign exchange forwards/options 952 998 1 24 31 20 (CF/NI) 15 15

Cross-currency swaps 618 618 5 5 79 42 (CF) 62 74

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(1) Derivatives accounted for as hedges are considered either cash flow (CF) or net investment (NI) hedges.

(2) Foreign exchange forwards/options have decreased due to repayment of intercompany loans, exclusion of derivatives held for sale, and liquidation of net investment hedges

(2) Foreign exchange forwards/options have increased due to intercompany loan movements related to the anticipated contribution of our European major domestic appliance business.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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Foreign currency — ( 26 )

$ ( 100 ) $ 93

Location of Gain (Loss) Reclassified from

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Interest and sundry (income) expense 3 ( 50 )

$ ( 36 ) $ 93

Location of Gain (Loss) Recognized on Derivatives not

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See Note 5 to the Consolidated Financial Statements for additional information.

We have four reporting units for which we assess for impairment.

We have three reporting units for which we assess for impairment.

We use a discounted cash flow analysis to determine fair value (Level 3 input) and consistent projected financial information in our analysis of goodwill and intangible assets.

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Indefinite-lived intangible assets of Indesit and Hotpoint* with carrying amounts of approximately $ 201 million and $ 137 million were written down to fair values (Level 3 input) of $ 131 million and $ 101 million, resulting in impairment charges of $ 70 million and $ 36 million, respectively.

During the fourth quarter of 2022, the remaining carrying amounts of Indesit and Hotpoint* trademarks were included in the net assets of the European major domestic appliance disposal group which was classified as held for sale.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

European Major Domestic Appliance Business Held for Sale

On January 16, 2023, the Company entered into a contribution agreement with Arçelik A.Ş (“Arcelik”).

On December 20, 2022, the Company's board authorized the transaction with Arcelik and the European major domestic appliance business was classified as held for sale during the fourth quarter of 2022.

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We used a discounted cash flow analysis and multiple market data points in our analysis to determine fair value (Level 3 input) of the 25 % interest retained, resulting in an estimated fair value of $ 139 million.

The discounted cash flow analysis utilized a discount rate of 16.5 %.

See Note 6 and 17 to the Consolidated Financial Statements for additional information.

The discounted cash flow analysis utilized a discount rate of 16.5 % at December 31, 2022.

Due to the impact of foreign currency, the estimated fair value is $ 144 million at December 31, 2023.

In the fourth quarter of 2023, we reviewed the updated assumptions subsequent to the held for sale date and no material changes have occurred.

We recorded a loss of $ 106 million related to the planned divestiture of our European major domestic appliance business for the twelve months ended December 31, 2023, inclusive of a gain of $ 180 million in the fourth quarter of 2023.

See Note 15 to the Consolidated Financial Statements for additional information.

InSinkErator Acquisition

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This requires allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed, including goodwill and other intangible assets.

The Company is in the process of finalizing third-party valuations for the purchase price allocation which are subject to change.

The Company expects to finalize purchase accounting adjustments as soon as practicable, but no later than one year from the acquisition date.

The estimated value of property, plant and equipment includes adjustments totaling $ 36 million to increase the net book value to the preliminary fair value estimate of $ 174 million.

The Company has finalized third-party valuations for the purchase price allocation and the measurement period for any further purchase accounting adjustment has elapsed.

The estimated value of property, plant and equipment included adjustments totaling $ 36 million to increase the net book value to the fair value estimate of $ 173 million.

The fair value of property, plant and equipment was determined using both a cost and market approach.

The model used primarily included Level 2 and 3 inputs.

This estimate is based on other comparable acquisitions and historical experience, and preliminary expectations as to the duration of time we expect to realize benefits from those assets.

The estimated value of inventory includes adjustments totaling $ 10 million to step-up inventory to an estimated fair value of $ 93 million.

This estimate was based on other comparable acquisitions and historical experience, and preliminary expectations as to the duration of time we expect to realize benefits from those assets.

The estimated value of inventory included adjustments totaling $ 10 million to step-up inventory to an estimated fair value of $ 93 million.

The fair value of inventory was estimated using the comparative sales method.

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To estimate the fair value of inventory, we considered the components of InSinkErator’s inventory, as well as estimates of selling prices and selling and distribution costs that were based on InSinkErator’s historical experience.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The estimated fair values of identifiable intangible assets acquired were prepared using an income valuation approach, which requires a forecast of expected future revenues, future cash flows and discount rates (Level 3 inputs), either through the use of the relief-from-royalty method, the multi-period excess earnings method or the with and without method.

Purchase accounting adjustments during the period were not material.

The measurement period for any additional purchase accounting adjustments has concluded, as one year has elapsed from the acquisition date.

See Note 15 to the Consolidated Financial Statements for additional information.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Russia Sale Transaction

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The fair value of long-term debt (including current maturities) was $ 6.9 billion and $ 7.0 billion at December 31, 2023 and 2022, respectively, and was estimated using a discounted cash flow analysis based on incremental borrowing rates for similar types of borrowing arrangements (Level 2 input).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(11) STOCKHOLDERS' EQUITY

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Comprehensive income (loss) primarily includes (1) our reported net earnings (loss), (2) foreign currency translation, including net investment hedges, (3) changes in the effective portion of our open derivative contracts designated as cash flow hedges, and (4) changes in our unrecognized pension and other postretirement benefits.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table shows the components of accumulated other comprehensive income (loss) available to Whirlpool at December 31, 2021, 2022, and 2023, and the activity for the years then ended:

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On February 14, 2022, the Board of Directors authorized an additional $ 2 billion in share repurchases under the Company's ongoing share repurchase program.

During the twelve months ended December 31, 2022, we repurchased approximately 4.8 million shares under these share repurchase programs at an aggregate price of approximately $ 903 million.

At December 31, 2022, there were approximately $ 2.6 billion in remaining funds authorized under this program.

During the twelve months ended December 31, 2023, we did not repurchase any shares under the share repurchase programs.

At December 31, 2023, there were approximately $ 2.6 billion in remaining funds authorized under these programs.

Share repurchases are made from time to time on the open market as conditions warrant.

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Related income tax benefits recognized in earnings were $ 7 million, $ 10 million and $ 10 million in 2023, 2022, and 2021, respectively.

At December 31, 2022, unrecognized compensation cost related to non-vested stock option and stock unit awards totale d $ 93 million.

At December 31, 2023, unrecognized compensation cost related to non-vested stock option and stock unit awards totaled $ 62 million.

The cost of these non-vested awards is expected to be recognized over a weighted-average remaining vesting period of 27 months.

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However, the term and exercise of awards granted before then may extend beyond that date.

At December 31, 2022, approximatel y 1.1 million s hares remain available for issuance under the 2018 OSIP.

At December 31, 2023, approximately 3.6 million shares remain available for issuance under the 2018 and 2023 OSIP.

On April 17, 2018, our stockholders approved the 2018 Omnibus Stock and Incentive Plan ("2018 OSIP").

This plan was adopted by our Board of Directors on February 20, 2018 and provided for the issuance of stock options, performance stock units, and restricted stock units, among other award types.

No new awards may be granted under the 2018 OSIP following the approval of the 2023 OSIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

by our stockholders, but the 2018 OSIP will continue to govern awards granted under the 2018 OSIP prior to the effectiveness of the 2023 OSIP.

Stock Options

Eligible employees may receive stock options as a portion of their total compensation.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

death, disability, retirement, or with the consent of the Committee (as defined in the award agreement).

Such options generally become exercisable over a 3-year period in substantially equal increments, expire 10 years from the date of grant and are subject to forfeiture upon termination of employment, other than by death, disability, retirement, or with the consent of the Committee (as defined in the award agreement).

We use the Black-Scholes option-pricing model to measure the fair value of stock options granted to employees.

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Weighted-average remaining contractual term, in years 6 5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Eligible employees may receive restricted stock units or performance stock units as a portion of their total compensation.

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Periodically, restricted stock units may be granted to selected employees based on special recognition or retention circumstances and generally vest from three years to seven years .

Previously granted awards accrue dividend equivalents on outstanding units (in the

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

form of additional stock units) based on dividends declared on Whirlpool common stock.

Previously granted awards accrue dividend equivalents on outstanding units (in the form of additional stock units) based on dividends declared on Whirlpool common stock.

These awards convert to unrestricted common stock at the conclusion of the vesting period.

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In 2023, each non-employee director received an annual grant of unrestricted Whirlpool common stock, with the number of shares issued to the director determined by dividing $ 150,000 by the closing price of Whirlpool common stock on the date of the annual meeting of our stockholders.

(14) RESTRUCTURING CHARGES

We periodically take action to improve operating efficiencies, typically in connection with business acquisitions or changes in the economic environment.

Our footprint and headcount reductions and organizational integration actions relate to discrete, unique restructuring events, primarily reflected in the following plans:

In 2020, the Company committed to workforce reduction plans in the United States and globally, as part of the Company's continued cost reduction efforts.

The workforce reduction plans included a voluntary retirement program, and other voluntary and involuntary severance actions.

These actions are substantially complete.

The Company has incurred $ 216 million in employee termination costs related to these actions through December 31, 2022.

Cash settlement of $ 192 million has been paid to date with the remaining cash settlement of $ 24 million expected to be paid over the duration of 2023 and 2024.

In addition, we ceased production in our Naples, Italy manufacturing plant and exited the facility in 2020.

The collective dismissal procedure was completed in 2021.

In connection with this action, we have incurred approximately $ 144 million total costs comprising $ 44 million in asset impairment costs, $ 30 million in other associated costs and $ 70 million in employee-related costs through December 31, 2022.

Cash settlement of $ 98 million has been paid to date with the remaining nominal cash settlement to be paid in 2023.

In the fourth quarter of 2022, the Company transferred the Naples manufacturing plant to the Italian government.

No material financial impact arose as a result of the transaction.

The following tables summarize the changes to our restructuring liability for the years ended December 31, 2022 and 2021:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Millions of Dollars December 31, 2021 Charge to Earnings Cash Paid Non-Cash and Other December 31, 2022

Employee Termination $ 53 $ 7 $ ( 34 ) $ — $ 26

Asset Impairment 8 9 — ( 12 ) $ 5

Facility exit costs — 2 ( 2 ) — $ —

Other exit costs ( 4 ) 3 ( 4 ) — $ ( 5 )

Total $ 57 $ 21 $ ( 40 ) $ ( 12 ) $ 26

Millions of dollars December 31, 2020

Charge to Earnings Cash Paid Non-cash and Other December 31, 2021

Employee termination costs $ 145 $ 30 $ ( 122 ) $ — $ 53

Asset impairment costs 8 1 — ( 1 ) 8

Facility exit costs — 2 ( 2 ) — —

Other exit costs 20 5 ( 22 ) ( 7 ) ( 4 )

Total $ 173 $ 38 $ ( 146 ) $ ( 8 ) $ 57

The following table summarizes 2022 and 2021 restructuring charges by operating segment:

Millions of dollars 2022 Charges

North America $ — $ — $ 81

EMEA 23 38 154

Latin America ( 2 ) — 20

Corporate / Other — — 23

Total $ 21 $ 38 $ 288

(13) INCOME TAXES

Income tax expense was $ 77 million, $ 265 million, and $ 518 million in 2023, 2022 and 2021, respectively.

The change in tax expense in 2022 compared to 2021 includes overall lower level of earnings, partially offset by the impact of non-deductible charges, including loss on sale and disposal as well as goodwill impairment, and increases in valuation allowances.

The increase in tax expense in 2021 compared to 2020 is primarily due to higher earnings and related tax expense, audits and settlements, partially offset by legal entity restructuring tax benefits.

Included in Settlements and changes in unrecognized tax benefits in the table below is $ 98 million of net tax expense and interest related to an unfavorable ruling discussed in Other Income Tax Matters.

The decrease in tax expense in 2023 compared to 2022 includes legal entity restructuring tax benefits, related to simplifying our legal entity structure to reduce administrative costs associated with the prior structure.

The completion of the restructuring created a tax-deductible loss which was recognized in the fourth quarter of 2023, and resulted in a $ 172 million net tax benefit, partially offset by increases in valuation allowances.

The decrease in tax expense in 2022 compared to 2021 is primarily due to lower earnings, partially offset by the impact of non-deductible charges, including loss on sale and disposal as well as goodwill impairment, and increases in valuation allowances.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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Nondeductible loss on sale and disposal of businesses 5 421 —

Nondeductible fines and penalties 18 — —

Nondeductible goodwill impairments — 59 —

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Valuation Allowances

At December 31, 2022, we had net operating loss carryforwards of $ 5.8 billion, $ 578 million of which were U.S.

At December 31, 2023, we had net operating loss carryforwards of $ 5.4 billion, $ 1.2 billion of which were U.S.

state net operating loss carryforwards, compared to $ 5.8 billion and $ 578 million at December 31, 2022, respectively.

The increase in U.S.

state net operating loss carryforwards was primarily driven by the legal entity restructuring actions in 2023.

Of the total net operating loss carryforwards at December 31, 2023, $ 3.3 billion do not expire, with substantially all of the remaining carryforwards expiring in various years through 2043.

At December 31, 2023, we had $ 365 million of United States general business credit carryforwards available to offset future payments of federal income taxes, expiring between 2031 and 2043.

Net operating loss carryforwards of $ 2.0 billion relates to the European major domestic appliance business as of December 31, 2022.

Net deferred tax assets of $ 602 million, including $ 62 million of valuation allowances, associated with the disposal group has been transferred to assets held for sale in the fourth quarter of 2022.

For additional information, see Notes 11 and 17 to the Consolidated Financial Statements.

We routinely review the future realization of deferred tax assets based on projected future reversal of taxable temporary differences, available tax planning strategies and projected future taxable income.

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Our recorded valuation allowance was $ 412 million at December 31, 2022 and consisted of $ 334 million of net operating loss carryforward deferred tax assets and $ 78 million of other deferred tax assets.

The increase in our valuation allowance was primarily driven by the European major domestic appliance business transaction and includes $ 222 million recognized in net earnings, with the remaining change related to reclassification within our net deferred tax asset.

The increase in our valuation allowance was primarily driven by the European major domestic appliance business transaction and includes $ 78 million recognized in net earnings.

Net operating loss carryforwards of $ 2.1 billion relates to the European major domestic appliance business as of December 31, 2023.

Net deferred tax assets of $ 512 million, including $ 106 million of valuation allowances, associated with the disposal group has been transferred to assets held for sale in the fourth quarter of 2023.

For additional information, see Notes 10 and 15 to the Consolidated Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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general business credit carryforwards, including Energy Tax Credits $ 365 $ 421

Corporate Alternative Minimum Tax credits

Lease liabilities 200 231

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was enacted into law.

Among other changes to the Internal Revenue Code of 1986, as amended (the “Code”), the IRA imposes a 15% corporate alternative minimum tax on certain corporations (the “CAMT”).

To the extent a corporation is subject to the CAMT in a prior taxable year and in a later taxable year is subject to the regular corporate tax, such corporation may apply the prior amounts paid under the CAMT against its regular tax liability to the extent such credits do not reduce the regular tax liability below the CAMT applicable in such taxable year.

We have recognized a $ 28 million CAMT liability and related deferred tax asset carryforward as of December 31, 2023.

Unrecognized Tax Benefits

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Settlements during the period (1)

( 188 ) ( 1 ) ( 7 )

Lapses of applicable statute of limitation — ( 1 ) ( 2 )

Balance, December 31 $ 380 $ 589 $ 580

Interest and penalties associated with unrecognized tax benefits resulted in a net expense of $ 24 million, $ 14 million, $ 10 million in December 31, 2022, 2021 and 2020, respectively.

(1) During the fourth quarter of 2023, the Company resolved a number of disputed tax positions with the U.S.

and other tax authorities.

The Company had previously recorded reserves for the risk associated with these tax positions, and the settlement of these matters resulted in a reduction in the Company's unrecognized tax benefits, which is shown in the table above.

Interest and penalties associated with unrecognized tax benefits resulted in a net benefit of $ 12 million, net expense of $ 24 million and $ 14 million in December 31, 2023, 2022 and 2021, respectively.

We have accrued a total of $ 78 million, $ 90 million and $ 66 million at December 31, 2023, 2022 and 2021, respectively.

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On May 5, 2020, the US Tax Court granted the IRS’s motion for partial summary judgment and denied Whirlpool’s.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company appealed the US Tax Court decision to the United States Court of Appeals for the Sixth Circuit, and, on December 6, 2021, the three-judge panel, in a divided decision, affirmed the U.S.

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The Company considers this tax dispute settled and no adjustments to the reserve have been recognized.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(14) SEGMENT INFORMATION

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Each segment manufactures home appliances and related components, but serves strategically different marketplaces.

The chief operating decision maker evaluates performance based upon each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any.

The chief operating decision maker, who is the Company's Chairman and Chief Executive Officer, evaluates performance based upon each segment's earnings (loss) before interest and taxes (EBIT), which we define as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any.

Total assets by segment are those assets directly associated with the respective operating activities.

The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairments and certain other items that management believes are not indicative of the region's ongoing performance, if any.

The "Other/Eliminations" column primarily includes corporate expenses, assets and eliminations, as well as restructuring costs, asset impairment charges and certain other items that management believes are not indicative of the region's ongoing performance, if any.

Intersegment sales are eliminated within each region.

1 unchanged sentence

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 reclassified as held for sale.

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

The United States individually comprised at least 10% of consolidated net sales in 2023, 2022 and 2021 in the amounts of $ 10.5 billion, $ 10.5 billion and $ 11.5 billion, respectively.

1 unchanged sentence

Long-lived assets includes property, plant and equipment and right-of-use assets at December 31, 2023 and 2022.

Long-lived assets of $ 985 million of our European major appliance business have been transferred to assets held for sale in the fourth quarter of 2022.

Millions of dollars United States Mexico All Other Countries Total

Long-lived assets $ 1,829 $ 429 $ 698 $ 2,956

Millions of dollars United States Italy Mexico Poland All Other Countries Total

Millions of dollars United States Mexico All Other Countries Total

Long-lived assets $ 1,742 $ 389 $ 662 $ 2,793

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Assets of $ 3.4 billion associated with our European major domestic appliance business have been classified as assets held for sale in the fourth quarter of 2022.

Remaining assets of the EMEA operating segment primarily consist of intercompany loans from other Whirlpool entities which eliminate at total Whirlpool level and assets of the small domestic appliance business.

Assets of $ 3.3 billion and $ 3.4 billion associated with our European major domestic appliance business has been classified as assets held for sale and recorded at fair value less costs to sell at December 31, 2023 and December 31, 2022, respectively.

Temporary fluctuations in regional assets have occurred due to intercompany activity required by the expected contribution of the European major domestic appliance business.

These changes are eliminated at the total entity level.

Assets of $ 3.0 billion were acquired in connection with the InSinkErator acquisition which increased the total assets of North America operating segment during the fourth quarter of 2022.

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Product warranty and liability income (expense) — — 9

Corrective action recovery — — 14

Sale-leaseback, real estate and receivable adjustment — — 113

Legacy EMEA legal matters ( 94 ) — —

Corporate expenses and other ( 259 ) ( 285 ) ( 272 )

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Net earnings (loss) available to Whirlpool $ 481 $ ( 1,519 ) $ 1,783

Subsequent Events

Effective January 1, 2024, we reorganized our operating segment structure to better represent the revised structure within our portfolio transformation, including a greater focus on our strong value-creating small domestic appliance business.

The Company implemented this change to align with the Company's new operating structure, consistent with how the Company’s Chief Operating Decision Maker evaluates performance and allocates resources in accordance with ASC 280, Segment Reporting .

Going forward the Company will conduct its business through five operating segments, which consist of MDA North America;

MDA Europe, MDA Latin America;

and SDA Global.

As of and for the year ended December 31, 2023, this reorganization has not yet been reflected within our 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.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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Whirlpool will own approximately 25 % and Arcelik will own approximately 75 % of the European appliance company.

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 European major domestic appliance business.

The sale includes the Company's major domestic appliance business in EMEA, including nine production sites.

The transaction is subject to customary conditions at closing and expected to be completed in the second half of 2023.

European major domestic appliance business is reported within our EMEA reportable segment and met the criteria for held for sale accounting during the fourth quarter of 2022.

On June 22, 2023, Whirlpool entered into a share purchase agreement with Arcelik for the sale of our Middle East and North Africa ("MENA") business.

The sale was previously agreed upon in principle and announced on January 17, 2023, as part of the outcome of Whirlpool’s strategic review of the EMEA business.

The financial impact of the MENA transaction has been included in the loss on sale and disposal of businesses related to the European major domestic appliance business transaction as discussed further below.

Our European major domestic appliance business, including the MENA business, is reported within our EMEA reportable segment and met the criteria for held for sale accounting during the fourth quarter of 2022.

The operations of the European disposal group did not meet the criteria to be presented as discontinued operations.

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.

We are working diligently with all parties to close the transactions as soon as possible, and expect the transactions to be completed by April 2024.

Upon closing, the transaction will result in the deconsolidation of the European major appliances business.

In connection with the sale, we recorded a loss on disposal of $ 1,521 million in the fourth quarter of 2022.

The loss includes a write-down of the net assets of $ 1,151 million of the disposal group to a fair value of $ 139 million and also includes $ 393 million of cumulative currency translation adjustments, $ 98 million release of other comprehensive loss on pension and $ 18 million of other transaction related costs.

In connection with the sale, we recorded a loss on disposal of $ 1.5 billion in the fourth quarter of 2022.

The loss included a write-down of the net assets of $ 1.2 billion of the disposal group to a fair value of $ 139 million and also includes $ 393 million of cumulative currency translation adjustments, $ 98 million release of other comprehensive loss on pension and $ 18 million of other transaction related costs.

No goodwill is included in the disposal group.

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

Both Whirlpool and the post-closing controlling interest shareholder retain an option for Arcelik to purchase the remaining equity interest in a newly formed European appliance company for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

These adjustments are primarily due to fair value fluctuations driven by seasonality of net working capital, partially offset by transaction costs.

In the fourth quarter of 2022, we incurred a loss of $ 1.5 billion resulting in an aggregate loss on disposal of $ 1.6 billion for the transaction.

This adjustment is recorded in the loss on sale and disposal of businesses and reflects transaction costs and ongoing reassessment of the fair value less costs to sell of the disposal group which will continue to be evaluated each reporting period until completion of the transaction.

Both Whirlpool and the post-closing controlling interest shareholder will retain an option for Arcelik to purchase the remaining equity interest in a newly formed European appliance company for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of December 31, 2023 and 2022, respectively.

10 unchanged sentences

Right of use assets 162 163

Goodwill — 296

Other intangibles, net of accumulated amortization of $ 149 and $ 141 , respectively

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Assets held for sale Fair value of interest retained $ 144 $ 139

Liabilities held for sale Cumulative currency translation adjustment and Other comprehensive loss on pension $ 490

Liabilities held for sale Cumulative currency translation adjustment and Other comprehensive income on pension $ 587 $ 490

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

11 unchanged sentences

See Note 6 to the Consolidated Financial Statements for additional information about the term loan facility.

We believe that the acquisition is an accelerator of our ongoing portfolio transformation and aligned with our stated goals of investing in high-growth and high-margin businesses.

Purchase Price Allocation

1 unchanged sentence

This requires allocation of the purchase price to the estimated fair values of the identifiable assets acquired and liabilities assumed, including goodwill and other intangible assets.

The Company is in the process of finalizing third-party valuations for the preliminary purchase price allocation which are subject to change.

The Company expects to finalize purchase accounting adjustments as soon as practicable, but no later than one year from the acquisition date.

The following table presents the preliminary allocation of purchase price related to the InSinkErator acquisition, as of the acquisition date October 31, 2022:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company has finalized third-party valuations for the purchase price allocation and the measurement period for any further purchase accounting adjustment has elapsed.

The following table presents the final allocation of purchase price related to the InSinkErator acquisition, as of December 31, 2023.

Purchase accounting adjustments recorded in 2023 were not material.

(in millions) Amount

12 unchanged sentences

Other long-term liabilities 10

Total Estimated Purchase Consideration $ 3,007

Total Purchase Consideration $ 3,021

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The estimated useful lives of the intangible assets acquired are based on our historical experience and expectations as to the duration of time we expect to realize benefits from those assets.

8 unchanged sentences

The majority of the intangible asset valuation relates to the InSinkErator brand, which is an indefinite lived intangible.

The Company’s preliminary assessment as to trademarks having an indefinite life was based on a number of factors, including the competitive environment, market share, brand reputation for quality and performance and product life cycles.

The Company’s assessment as to trademarks having an indefinite life was based on a number of factors, including the competitive environment, market share, brand reputation for quality and performance and product life cycles.

The customer relationship intangibles of InSinkErator were mainly allocated to its traditional trade distributors, which have an estimated useful life of up to 16 years based on low historical and projected customer attrition rates among its retailers.

The finite-lived intangible assets will be amortized using a straight-line method.

The results of InSinkErator’s operations that have been included in our Consolidated Statements of Income (Loss) from the acquisition date through December 31, 2022 are as follows:

Two months ended,

Millions of dollars December 31, 2022

Net Sales $ 93

Earnings before income taxes 4

Net Earnings $ 3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Goodwill of $ 1.1 billion which is not deductible for tax purposes, arose from this transaction and is allocated to the North America reportable segment, and consists of expected future economic benefits that will arise from expected future product sales, value creation opportunities, operating efficiencies and other synergies that might result from the acquisition.

Goodwill of $ 1.1 billion which is not deductible for tax purposes, arose from this transaction and is allocated to the North America reportable segment, and consists of expected future economic benefits arising from expected future product sales, value creation opportunities, operating efficiencies and other synergies that might result from the acquisition.

The allocation has been made on the basis that the anticipated synergies identified will primarily benefit this reportable segment.

During the year ended December 31, 2022, we incurred transaction and other costs in connection with the acquisition of approximately $ 44 million which are included in Selling, general and administrative expense in our Consolidated Statement of Income (Loss).

Pro Forma Financial Information

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Pro forma results do not include any anticipated cost savings or other effects of the integration of the acquisition.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Latin America planned sale of Brastemp water filtration subscription business

On January 16, 2024, the Company entered into a share purchase agreement with a third-party buyer to sell the Company's Brastemp -branded water filtration subscription business in the Latin America region.

The completion of the transaction is contingent upon regulatory approvals and other customary closing conditions, and is anticipated to occur in 2024.

The disposal group met the criteria of held for sale at December 31, 2023.

The carrying amounts of the disposal group's assets and liabilities as of December 31, 2023, and 2022, respectively, are immaterial.

The disposal group's earnings (loss) available to Whirlpool before income taxes for the twelve months ended December 31, 2023, 2022, and 2021, respectively, are also immaterial.

Russia Sale Transaction

On June 27, 2022, Whirlpool EMEA SpA, a subsidiary of the Company, entered into a share purchase agreement to sell the Company’s Russian business to Arçelik A.Ş.

On June 27, 2022, Whirlpool EMEA SpA, a subsidiary of the Company, entered into a share purchase agreement to sell the Company’s Russia business to Arçelik A.Ş.

(“Arcelik”), subject to customary conditions at closing.

3 unchanged sentences

We will recognize the benefit of the contingent consideration when received due to the uncertainty in the Russian marketplace.

Additionally, the contingent consideration is subject to a cap based on the agreed net asset value of the Russian business of € 261 million at closing (approximately $ 262 million at August 31, 2022).

Additionally, the contingent consideration is subject to a cap based on the agreed net asset value of the Russia business of € 261 million at closing (approximately $ 262 million at August 31, 2022).

In connection with the sale, we recorded a loss on disposal of $ 346 million in the second quarter of 2022.

1 unchanged sentence

On the closing date of August 31, 2022, we recorded an immaterial adjustment to the final loss amount, resulting in a total loss of $ 348 million for the nine months ended September 30, 2022.

The Russia business was reported within our EMEA reportable segment and met the criteria for held for sale accounting during the second quarter of 2022.

The operations of Russia did not meet the criteria to be presented as discontinued operations.

Earnings before income taxes for Russia were not material for the periods presented.

For additional information see Note 10 to the Consolidated Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Whirlpool China Divestment

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The gain on sale is equal to the difference between the total transaction amount and carrying value of Whirlpool China, which includes $ 74 million of cumulative foreign currency translation adjustments and $ 80 million of goodwill allocated to the disposal group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The total transaction amount includes $ 193 million of consideration received from the sale of Whirlpool China shares, $ 214 million for the fair value of the interest retained and the $ 783 million carrying value of the equity interest in Whirlpool China.

13 unchanged sentences

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 8. Financial Statements and Supplementary Data