What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-13 compared with 2024-02-14 · 392 added, 520 removed, 1429 unchanged (39% of the section changed)

35 unchanged sentences

Loss (gain) on sale and disposal of businesses 264 106 1,869

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

Operating profit 143 1,015 ( 1,056 )

Other (income) expense

9 unchanged sentences

Basic net earnings (loss) available to Whirlpool $ ( 5.87 ) $ 8.76 $ ( 27.18 )

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

Diluted net earnings (loss) available to Whirlpool $ ( 5.87 ) $ 8.72 $ ( 27.18 )

Weighted-average shares outstanding (in millions)

85 unchanged sentences

Loss (gain) on sale and disposal of businesses 264 106 1,869

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

Equity method investment (income) loss, net of tax 107 28 19

Changes in assets and liabilities:

14 unchanged sentences

Cash held by divested businesses ( 245 ) — ( 75 )

Other ( 1 ) — —

Cash provided by (used in) investing activities ( 602 ) ( 553 ) ( 3,568 )

1 unchanged sentence

Net proceeds from borrowings of long-term debt 300 304 2,800

Net proceeds (repayments) of long-term debt ( 750 ) ( 300 ) ( 300 )

Net repayments of long-term debt ( 801 ) ( 750 ) ( 300 )

Net proceeds (repayments) from short-term borrowings 11 34 ( 4 )

1 unchanged sentence

Repurchase of common stock ( 50 ) — ( 903 )

Sale of minority interest in subsidiary 462 — —

Common stock issued — 4 3

1 unchanged sentence

Cash provided by (used in) financing activities ( 476 ) ( 792 ) 1,206

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

Effect of exchange rate changes on cash and cash equivalents ( 149 ) 45 ( 20 )

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

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

Cash, cash equivalents and restricted cash at beginning of year 1,958 3,044 2,934

Cash, cash equivalents and restricted cash at end of period $ 1,570 $ 1,958 $ 3,044

Increase (decrease) in cash and cash equivalents ( 391 ) ( 388 ) ( 1,086 )

Cash and cash equivalents at beginning of year (1)

1,667 1,958 3,044

Cash and cash equivalents at end of period $ 1,275 $ 1,570 $ 1,958

Supplemental disclosure of cash flow information

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Cash paid for income taxes $ 181 $ 175 $ 247

(1) Cash and cash equivalent at the beginning of 2024 include $ 1,570 million of cash and cash equivalents and cash of $ 97 million classified as held for sale as of December 31, 2023.

For additional information, see Note 16.

The accompanying notes are an integral part of these Consolidated Financial Statements.

14 unchanged sentences

Dividends declared ( 395 ) ( 390 ) — — — ( 5 )

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

Balances, December 31, 2022 2,506 8,261 ( 2,090 ) ( 3,949 ) 114 170

5 unchanged sentences

Dividends declared ( 386 ) ( 384 ) — — — ( 2 )

Acquisitions and Divestitures — — — — — —

Balances, December 31, 2023 2,537 8,358 ( 2,178 ) ( 3,932 ) 114 175

4 unchanged sentences

Stock issued (repurchased) 30 — — 30 — —

Sale of minority interest in subsidiary 462 — 18 370 — 74

Purchase of interest in subsidiary ( 19 ) — — ( 5 ) — ( 14 )

Treasury stock retirement — ( 6,340 ) — 6,390 ( 50 ) —

Dividends declared ( 386 ) ( 384 ) — — — ( 2 )

Acquisitions and divestitures — — — — — —

MDA Europe deconsolidation 577 — 577 — — —

Balances, December 31, 2024 $ 2,933 $ 1,311 $ ( 1,545 ) $ 2,853 $ 64 $ 250

3 unchanged sentences

General Information

Whirlpool Corporation, a Delaware corporation, manufactures products in 10 countries and markets products in nearly every country around the world under brand names such as Whirlpool , KitchenAid , Maytag , Consul , Brastemp , Amana , Bauknecht , JennAir, Indesit, InSinkErator, Yummly and Hotpoint *.

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

Whirlpool Corporation's operating and reportable segments consist of North America;

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

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;

Whirlpool Corporation, a Delaware corporation, manufactures products in six countries and markets products in nearly every country around the world under brand names such as Whirlpool , KitchenAid , Maytag , Consul , Brastemp , Amana , JennAir, and InSinkErator .

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

Whirlpool Corporation's operating and reportable segments consist of Major Domestic Appliances (“MDA”) North America;

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

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

The transactions are expected to close 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.

The MDA Europe segment was deconsolidated as of April 1, 2024 upon the completion of the contribution agreement transaction with Arcelik.

For additional information, see Note 16 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.

Change in Presentation

In 2024, the Company changed its rounding presentation.

Certain columns and rows within the consolidated financial statements and tables presented may not add due to rounding and percentages have been calculated from the underlying whole-dollar amounts.

This change is not material and does not impact the comparability of our consolidated financial statements

Principles of Consolidation

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Risks and Uncertainties

D uring the first quarter of 2022, Russia commenced a military invasion of Ukraine, and the ensuing conflict has created disruption in the EMEA region and around the world.

While we continued experiencing some of this disruption during the quarter, the duration and severity of the effects on our business and the global economy are inherently unpredictable.

We continue to closely monitor the ongoing conflict which could materially impact our financial results in the future.

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.

*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, 2024 and for the twelve months ended December 31, 2024.

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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 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 results of the annual assessment performed as of October 1, 2024 determined that the carrying value of our Maytag trademark exceeded its fair value by $ 381 million.

The trademark remains at risk for future impairment at December 31, 2024.

The InSinkErator trademark is also at risk for impairment at December 31, 2024.

The goodwill in 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 InSinkErator trademarks, but we remain committed to the strategic actions necessary to realize the long-term forecasted revenues and profitability of these trademarks.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

2 unchanged sentences

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 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.

In addition, potential future economic deterioration brought on by global events beyond our control 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.

Reclassifications

We reclassified certain prior period amounts in the Consolidated Financial Statements to conform with current year presentation.

Use of Estimates

2 unchanged sentences

Actual results could differ materially from those estimates.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Revenue Recognition

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In general, our policy is to not charge interest on trade receivables after the invoice becomes past due.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

A receivable is considered past due if payment has not been received within agreed upon invoice terms.

8 unchanged sentences

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

19 unchanged sentences

We measured fair value (non-recurring) for goodwill and other intangibles using a discounted cash flow model and a relief-from-royalty method, respectively, with inputs based on both observable and unobservable market data.

North America and EMEA reporting segments use the FIFO method of inventory valuation.

Latin America and Asia inventories are stated at average cost.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

MDA North America and MDA Europe (through Q1 2024) reporting segments use the FIFO method of inventory valuation.

MDA Latin America and MDA Asia inventories are stated at average cost.

SDA Global consists of both inventory valuation methods.

Costs include materials, labor and production overhead at normal production capacity.

3 unchanged sentences

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

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.

Property, plant and equipment and related accumulated depreciation of all divested businesses have been removed.

For additional information, see Note 16 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 $ 302 million, $ 321 million and $ 440 million in 2024, 2023 and 2022, 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.

Depreciation of our European major domestic appliance business was 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.

The following table summarizes our property at December 31, 2024 and 2023:

6 unchanged sentences

We classify gains and losses associated with asset dispositions in the same line item as the underlying depreciation of the disposed asset in the Consolidated Statements of Income (Loss).

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.

During the twelve months ended December 31, 2024, we disposed of buildings, machinery and equipment with a net carrying value of $ 7 million, compared to $ 16 million in prior year.

The net loss on the disposals is immaterial for the twelve months ended December 31, 2024.

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

The net gain on the disposals was immaterial for the same period of 2023 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.

4 unchanged sentences

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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 .

6 unchanged sentences

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.

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

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

Europe, Middle East and Africa;

Latin America and Asia.

The goodwill in any of our reporting units are not presently at risk for future impairment and a qualitative annual impairment assessment was performed in 2023.

We evaluate goodwill using a qualitative assessment to determine whether it is more likely than not that the fair value of any reporting unit is less than its carrying amount, including goodwill.

When the qualitative assessment is not utilized and a quantitative test is performed, we estimate each reporting unit's fair value using the best information available to us, including market information and discounted cash flow projections, also referred to as the income approach.

The income approach uses the reporting unit's projections of estimated operating results and cash flows that are discounted using a market participant discount rate based on a weighted-average cost of capital.

Additionally, we validate our estimates of fair value under the income approach by comparing the values to fair value estimates using a market approach.

The goodwill impairment test compares a reporting unit’s fair value to its carrying amount.

We have four reporting units which we assess for impairment which also represent our operating segments and are defined as Major Domestic Appliances ("MDA") North America, MDA Latin America, MDA Asia, and Small Domestic Appliances ("SDA") Global.

In performing a quantitative assessment of goodwill, we estimate each reporting unit's fair value using the best information available to us, including market information and discounted cash flow projections, also referred to as the income approach.

The income approach uses the reporting unit's projections of estimated operating results and cash flows and discounts them using a market participant discount rate based on a weighted-average cost of capital.

We further validate our estimates of fair value under the income approach by incorporating the market approach.

If the fair value of the reporting unit exceeds its carrying amount, no impairment loss is measured.

1 unchanged sentence

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Intangible Assets

3 unchanged sentences

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, 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, 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.

We do not believe such risk would have a material impact on our working capital or cash flows.

The following table summarizes the changes in outstanding obligations for the periods presented:

Millions of dollars Outstanding Obligations

Confirmed obligations outstanding as of December 31, 2023

Invoices confirmed during the period 2,452

Confirmed invoices paid during the period ( 2,431 )

Impact of foreign currency ( 70 )

Confirmed obligations outstanding as of December 31, 2024

Obligations outstanding and activities during the period related to our European major domestic appliance business have been excluded from the table above.

There were no obligations outstanding as of December 31, 2024 related to our former Europe major domestic appliance business.

Obligations outstanding amounted to $ 383 million as of December 31, 2023.

Derivative Financial Instruments

7 unchanged sentences

See Note 9 to the Consolidated Financial Statements for additional information about hedges and derivative financial instruments.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Foreign Currency Translation and Transactions

7 unchanged sentences

Advertising costs are charged to expense when the advertisement is first communicated and totaled $ 264 million, $ 392 million and $ 329 million in 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Income Taxes and Indirect Tax Matters

17 unchanged sentences

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

We include the results of operations of the businesses in which we acquire a controlling financial interest in our Consolidated Financial Statements beginning as of the acquisition date.

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Equity Method Investments

Whirlpool holds an equity interest of 20 % in Whirlpool (China) Co., Ltd.

(Whirlpool China), an entity which was previously controlled by the Company.

We account for the remaining interest under equity method accounting and Whirlpool China and its subsidiaries continue to supply the Company in the normal course of business.

Whirlpool China was also granted a license to sell Whirlpool-branded products in China.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Our primary equity method investments include partial ownership in Whirlpool China, an entity that was previously controlled by the Company, and partial ownership in Beko Europe B.V.

(Beko), a newly formed entity resulting from the April 1, 2024 transaction with Arcelik.

Whirlpool China and Beko are considered related parties.

For additional information, see Note 16 to the Consolidated Financial Statements.

The following table summarizes the amounts related to the Company's primary equity method investments during the periods presented.

Millions of dollars December 31, 2024 December 31, 2023

Other noncurrent assets Carrying value of equity interest $ 187 $ 201

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,

Millions of dollars 2023 2022

Purchases from Whirlpool China $ 303 $ 376

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 Sheets.

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 currently no indicators for an other-than-temporary impairment.

Percentage Ownership Carrying Amount Percentage Ownership Carrying Amount

Beko Europe B.V.

25 % $ 74 N/A N/A

Whirlpool China 20 % $ 191 20 % $ 187

The fair value of the investment in Beko at the date of deconsolidation was calculated based on a discounted cash flow analysis and multiple market data points (Level 3 input), resulting in a fair value of $ 186 million.

As of December 31, 2024, the carrying amount of the investment is $ 74 million, reflecting the recognition of equity method investment losses during the year, which includes restructuring charges of $ 74 million.

The fair value of our investment in Whirlpool China, based on the quoted market price, is $ 193 million as of December 31, 2024.

Management has concluded that there are no indicators of other than temporary impairment related to these investments.

The following table summarizes the amounts recorded related to the Company's primary equity method investments during the periods presented.

Millions of dollars Twelve Months Ended December 31,

Accounts Payable $ 101 $ 91

Purchases $ 261 $ 303

The licensing revenue from our equity method investments and their subsidiaries is not material for the periods presented.

There are also no material accounts receivable or sales with these investments for the periods presented.

The investment balance is reflected within other noncurrent assets in the Consolidated Balance Sheets and the Other/Eliminations column within the Segment Information footnote.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

For additional information, see Note 16 to the Consolidated Financial Statements.

Related Party Transaction

In 2018, Whirlpool of India Limited ("Whirlpool India"), a majority-owned subsidiary of Whirlpool Corporation, acquired a 49 % equity interest in Elica PB India for $ 22 million.

On September 27, 2021, Whirlpool India entered into a share purchase agreement to acquire an additional 38 % equity interest in Elica PB India for $ 57 million, which resulted in a controlling equity ownership of 87 %.

Following the closing of the transaction on September 29, 2021, Elica PB India is consolidated in Whirlpool Corporation's financial statements and is reported within our Asia reportable segment.

The transaction resulted in a gain of approximately $ 42 million on the Company’s previously held equity interest.

This gain was recorded within Interest and sundry (income) expense during the third quarter of 2021.

Goodwill of $ 100 million, which is not deductible for tax purposes, arose from this transaction and is allocated to the Asia reportable segment.

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

As of December 31, 2024, the Company's majority-owned subsidiary, Whirlpool India, holds a 97 % controlling equity ownership in Elica PB India, following an additional acquisition of 10 % equity interest during the third quarter of 2024.

Elica PB India is consolidated in Whirlpool Corporation's financial statements and reported within our MDA Asia reportable segment.

Elica PB India is a VIE for which the Company is the primary beneficiary.

The carrying amount of customer relationships, which are included in Other intangible assets, net of accumulated amortization, amounts to $ 29 million as of December 31, 2023.

The carrying amount of goodwill amounts to $ 86 million and the carrying amount of customer relationships, which are included in Other intangible assets, net of accumulated amortization, amounts to $ 26 million as of December 31, 2024.

Other assets or liabilities of Elica PB India are not material to the Consolidated Financial Statements of the Company.

1 unchanged sentence

Adoption of New Accounting Standards

We adopted the following standards for the year ended December 31, 2023 which did not have a material impact on our Consolidated Financial Statements:

Standard Effective Date

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):

On January 1, 2025, we adopted 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.

The adoption of this standard did not have a material impact on our Consolidated Financial Statements, however we have expanded our Segment disclosure to include additional information that is significant to the chief operating decision maker, who is the Company’s Chairman and Chief Executive Officer.

For additional information on the required disclosures related to the impact of adopting this standard, see Note 15 to the Consolidated Financial Statements.

All other standards adopted for the year ended December 31, 2024 did not have a material impact on our Consolidated Financial Statements.

Accounting Pronouncements Issued But Not Yet Effective

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

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

In November 2024, the FASB issued Update 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)".

This update applies to all public business entities.

The Board is issuing this Update to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development).

The new standard is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(2) REVENUE RECOGNITION

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

The 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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The Company determines standalone selling price based on the price at which the performance obligation is sold separately.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Recognize revenue when or as the Company satisfies a performance obligation

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

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

For additional information on the disaggregated revenues by operating segment, see Note 15 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,

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

commercial laundry products and related laundry accessories.

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

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

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When we give our customers the right to return eligible products, we reduce revenue for our estimate of the expected returns which is primarily based on an analysis of historical experience.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Warranties are classified as either assurance type or service type warranties.

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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 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.

the customer views all activities associated with the arrangement as one singular value proposition).

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.

The Company previously had a water filtration subscription business, operating under our Brastemp brand, in our Latin America segment which provided water filtration systems for consumer and business locations.

On January 16, 2024, the Company entered into a share purchase agreement with a third-party buyer to sell the Company's Brastemp water filtration subscription business in the Latin America region and the transaction closed on July 1, 2024.

For additional information, see Note 16 to the Consolidated Financial Statements.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes our allowance for doubtful accounts by operating segment for the twelve months ended December 31, 2024.

Millions of dollars December 31, 2023 (1)

Charged to Earnings Write-offs Foreign Currency Other (1)

December 31, 2023

Charged to Earnings Write-offs Foreign Currency Other December 31, 2024

Accounts receivable allowance

North America $ 6 $ — $ ( 1 ) $ — $ — $ 5

EMEA 2 ( 3 ) ( 3 ) 1 4 1

Latin America 38 4 ( 8 ) 4 — 38

Asia 3 — — — — 3

$ 49 $ 1 $ ( 12 ) $ 5 $ 4 $ 47

MDA North America $ 4 $ 4 $ — $ — $ — $ 8

MDA Latin America 38 8 ( 6 ) ( 7 ) — 33

MDA Asia 3 — — — — 3

SDA Global 2 — — — — 2

Consolidated $ 47 $ 12 $ ( 6 ) $ ( 7 ) $ — $ 46

Financing receivable allowance

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

MDA Latin America $ 29 $ — $ — $ ( 6 ) $ — $ 23

Consolidated $ 76 $ 12 $ ( 6 ) $ ( 13 ) $ — $ 69

(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.

(1) Effective January 1, 2024, we reorganized our operating segment structure.

All prior period amounts have been reclassified to conform with current period presentation.

For additional information, see Note 16 to the Consolidated Financial Statements.

We recorded an immaterial amount of bad debt expense for the years ended December 31, 2024, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

We lease certain manufacturing facilities, warehouses/distribution centers, office space, land, vehicles, and equipment.

1 unchanged sentence

Leases with an initial term of 12 months or less are not recorded in the Consolidated Balance Sheets and we recognize lease expense for these leases on a straight-line basis over the lease term.

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.

The Company had operating lease costs of approximately $ 216 million, $ 235 million and $ 218 million for the years ended December 31, 2024, 2023 and 2022, respectively.

At December 31, 2024 and 2023, we have no material leases classified as financing leases.

We have approximately $ 1,048 million of non-cancellable operating lease commitments, excluding variable consideration at December 31, 2024 and $ 929 million at December 31, 2023.

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.

The undiscounted annual future minimum lease payments are summarized by year in the table below.

Maturity of Lease Liabilities Operating Leases

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The remainder of our lease liabilities are included in other current liabilities in the Consolidated Balance Sheets.

At December 31, 2023 and December 31, 2022, the weighted average remaining lease term and weighted average discount rate for operating leases was 7 years and 5 %, respectively.

During the year ended December 31, 2024 the weighted average remaining lease term and weighted average discount rate for operating leases was 6 years and 6 %.

The weighted average remaining

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

lease term and weighted average discount rate was 7 years and 5 % for the year ended December 31, 2023.

During the year ended December 31, 2024 the cash paid for amounts included in the measurement of the liabilities and the operating cash flows was $ 206 million.

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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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

are limited by the expected lease term.

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

There were no material sale-leaseback transactions in 2024 or 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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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 $ 32 million were recorded in the Consolidated Balance Sheets at the time of the transaction in the first quarter of 2022.

There were no material sale-leaseback transactions in 2021.

Synthetic lease arrangements

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We do not believe it is probable that any material amounts will be owed under these guarantees.

Therefore, no material amounts related to the residual value guarantees are included in the lease payments used to measure the right-of-use assets and lease liabilities.

Therefore, no material amounts related to the residual value guarantees are included in

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

the lease payments used to measure the right-of-use assets and lease liabilities.

The residual value guarantee amounted to $ 378 million as of December 31, 2023.

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Total inventories $ 2,035 $ 2,247

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(5) GOODWILL AND OTHER INTANGIBLES

The following table summarizes goodwill attributable to our reporting units for the periods presented:

Millions of dollars North

America EMEA Latin

America Asia Total

The following table summarizes the goodwill attributable to our historical reporting units as of December 31, 2022 and December 31, 2023:

Millions of dollars North America Latin America Asia Total

Ending balance December 31, 2022

2 unchanged sentences

Divestitures and acquisitions (1)

1,137 — — — 1,137

Impairment (2)

$ — $ ( 278 ) $ — $ — $ ( 278 )

Ending balance December 31, 2023

$ 2,846 $ 33 $ 451 $ 3,330

(1) Increase in goodwill is related to a measurement period adjustment for the InSinkErator acquisition that occurred in 2022.

For additional information, see Note 16 to the Consolidated Financial Statements.

As of January 1, 2024, we reorganized our operating segments.

As a result, goodwill balances were reallocated based on the relative fair value of our new segments.

The following table summarizes the reallocated goodwill balances:

Millions of dollars MDA North

America MDA Latin

America MDA Asia SDA Global Total

Beginning balance January 1, 2024

$ 2,419 $ 31 $ 248 $ 632 $ 3,330

Currency translation adjustment ( 4 ) ( 1 ) ( 3 ) ( 8 )

Divestitures and acquisitions (1)

Impairment $ — $ — $ — $ — $ —

Ending balance December 31, 2024

$ 2,415 $ 30 $ 245 $ 632 $ 3,322

(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.

(2) Full impairment of EMEA goodwill recorded in the second quarter of 2022.

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

See Note 15 to the Consolidated Financial Statements for additional information on the operating segment change.

A nnual impairment assessment

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

We completed our annual impairment assessment for goodwill as of October 1, 2024 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

no impairment of goodwill.

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

We completed our annual impairment assessment for goodwill as of October 1, 2023.

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

Interim Impairment assessment - 2022

In connection with the preparation of our Consolidated Condensed Financial Statements for three months ended June 30, 2022, we identified indicators of goodwill impairment for our EMEA reporting unit, which required us to complete an interim impairment assessment.

The primary indicators of impairment were the adverse impacts from the continuation of the Russia and Ukraine conflict, including the impact on demand, the divestiture of our Russian operations and other ongoing adverse macroeconomic impacts such as raw material inflation, supply chain disruption and unfavorable demand.

As a result of these factors, the operating results for the three-months ended June 30, 2022 were significantly lower than expected and our expectations of attaining our long term plans for the region were delayed.

In performing our quantitative assessment of goodwill, we estimated the reporting unit's fair value under an income approach using a discounted cash flow model.

The income approach used the reporting unit's projections of estimated operating results and cash flows that were discounted using a market participant discount rate based on the weighted-average cost of capital.

The main assumptions supporting the cash flow projections include revenue growth, EBIT margins and the discount rate.

The financial projections reflect management's best estimate of economic and market conditions over the projected period including forecasted revenue growth, EBIT margins, tax rate, capital expenditures, depreciation and amortization, changes in working capital requirements and the terminal growth rate.

Based on our interim quantitative impairment assessment as of June 30, 2022, the carrying value of the EMEA reporting unit exceeded its fair value and we recorded a goodwill impairment charge for the full amount of the goodwill's carrying value of $ 278 million during the second quarter of 2022.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Other Intangible Assets

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(1) Customer relationships have an estimated useful life of 5 to 18 years.

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) 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.

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

(3) Includes InSinkErator and Maytag trademarks with carrying values of $ 1.3 billion and $ 640 million respectively.

A nnual impairment assessment

We completed our annual impairment assessment for other intangible assets as of October 1, 2024.

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 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.

The loss from the transaction includes the remaining carrying values of Hotpoint* and Indesit trademarks for $ 92 million and $ 133 million, respectively, and write-down of other intangible assets of $ 54 million.

See Note 10 and 15 to the Consolidated Financial Statements for additional information.

The Company elected to bypass the qualitative assessment and perform a quantitative assessment to evaluate certain indefinite-life intangible assets within our MDA North America operating segment.

The results of the quantitative assessment determined that the carrying value of our Maytag trademark exceeded its fair value by $ 381 million.

Accordingly, an impairment charge of $ 381 million was recorded during the fourth quarter of 2024 and was recorded within Impairment of Goodwill and Other Intangibles .

The brand has been unfavorably impacted as Whirlpool has refocused its brand strategy to the laundry category.

There were no impairments identified for any other intangible assets.

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

We completed our annual impairment assessment for other intangible assets as of October 1, 2023.

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, other than the amounts recorded during the second quarter of 2022.

Based on the results of the quantitative assessment, we determined there was no impairment of intangible assets in 2023.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Interim Impairment assessment - 2022

In the second quarter of 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.

Based on that assessment, we determined that the carrying value of certain other intangible assets, including the Indesit and Hotpoint * tradenames, exceeded their fair value, and we recorded an impairment charge of $ 106 million during the second quarter of 2022.

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

Amortization Expense

Amortization expense was $ 31 million, $ 40 million and $ 35 million for the years ended December 31, 2024, 2023 and 2022, 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 from the table below.

Millions of dollars

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 10 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)

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

(6) FINANCING ARRANGEMENTS

3 unchanged sentences

Senior Note - 4.00 %, maturing 2024

Term Loan - SOFR + 85 bps, maturing 2024

11 unchanged sentences

Senior Note - 4.50 %, maturing 2046

Senior Note - 4.60 %, maturing 2050

Other, net ( 25 ) ( 26 )

4 unchanged sentences

For outstanding notes issued by our wholly-owned subsidiaries the debt is fully and unconditionally guaranteed by the Company.

The following table summarizes the contractual maturities of our long-term debt, including current maturities, at December 31, 2023:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes the contractual maturities of our long-term debt (net of discounts or premiums) , including current maturities, at December 31, 2024:

Millions of dollars

2 unchanged sentences

Debt Offering

On February 22, 2024, the Company entered into an Underwriting Agreement (the "Underwriting Agreement") with SMBC Nikko Securities America, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, Mizuho Securities USA LLC, Scotia Capital (USA) Inc.

and SG Americas Securities, LLC, as representatives of the several underwriters named therein, relating to the offering by the Company of $ 300 million aggregate principal amount of 5.750 % Senior Notes due 2034 (the "Notes"), in a public offering pursuant to a registration statement on Form S-3 (File No.

333-276169), and a preliminary prospectus supplement and prospectus supplement related to the offering of the Notes, each as previously filed with the Securities and Exchange Commission (the "Commission").

On February 27, 2024, the Company closed its offering of the Notes.

The 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 Notes, together with cash on hand, to repay, at maturity, all $ 300 million aggregate principal amount of the Company's 4.000 % Notes due March 1, 2024.

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.

5 unchanged sentences

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.

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Term Loan Agreement

4 unchanged sentences

The Term Loan Agreement provides for an aggregate lender commitment of $ 2.5 billion.

The Company utilized proceeds from the term loan facility on a delayed draw basis to fund a majority of the $ 3.0 billion purchase price consideration for the Company’s acquisition from Emerson Corporation (“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition Agreement”).

(“Emerson”) of Emerson’s InSinkErator business, as set forth in the Asset and Stock Purchase Agreement between Whirlpool and Emerson dated as of August 7, 2022 (the “Acquisition Agreement”).

The outstanding amount for this term loan at December 31, 2024 is $ 1.5 billion, which is classified in noncurrent liabilities on the Consolidated Balance Sheet.

The term loan facility is divided into two tranches:

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.

a $ 1 billion tranche with a maturity date of April 30, 2024, of which $ 500 million was repaid in December 2023 and the remaining $ 500 million was repaid in April 2024;

and a $ 1.5 billion tranche with a maturity date of October 31, 2025.

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 3-year tranche is 1.00 %;

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

and (4) the ticking fee for both tranches is 0.10 %, as of the date hereof.

The Term Loan Agreement contains customary covenants and warranties including, among other things, a rolling twelve month interest coverage ratio required to be greater than or equal to 3.0 to 1.0 for each fiscal quarter.

(1) the spread over SOFR for the 3-year tranche is 1.25 % (with a 0.10 % SOFR spread adjustment);

and (2) the spread over prime for the 3-year tranche is zero , as the date hereof.

In addition, the covenants limit the Company's ability to (or to permit any subsidiaries to), subject to various exceptions and limitations:

3 unchanged sentences

We were in compliance with our interest coverage ratio under the term loan agreement as of December 31, 2024.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

and Joint Bookrunners for the Amended Long-Term Facility.

and Wells Fargo Securities, LLC acted as Joint Lead Arrangers and Joint Bookrunners for the Amended Long-Term Facility.

Consistent with the Company’s prior credit agreement, the Amended Long-Term Facility 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 interest rate payable with respect to the Amended Long-Term Facility is based on the Company’s current debt rating, Term SOFR (Secured Overnight Financing Rate) + 1.25 % interest rate margin per annum (with a 0.10 % SOFR spread adjustment) or the Alternate Base Rate + 0.25 % 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.

5 unchanged sentences

In addition to the committed $ 3.5 billion Amended Long-Term Facility and the committed $ 1.5 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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

provide borrowings up to approximately $ 173 million a t December 31, 2024 and $ 218 million at December 31, 2023, based on exchange rates then in effect, respectively.

These committed credit facilities have maturities that run through 2025.

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

We had $ 1.5 billion and $ 2.0 billion drawn on the committed credit facilities (representing amounts outstanding on the term loan facility) at December 31, 2024 and December 31, 2023, respectively.

Notes Payable

14 unchanged sentences

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 2.4 billion Brazilian reais (approximately $ 385 million at December 31, 2024).

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").

4 unchanged sentences

In July 2012, the Brazilian revenue authority notified us that a portion of our proposed settlement was rejected and we received tax assessments of 295 million Brazilian reais (approximately $ 48 million at December 31, 2024), reflecting interest and penalties to date.

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

The government's assessment in this case relies heavily on its arguments regarding taxability of BEFIEX credits for certain years, which we are disputing in one of the BEFIEX government assessment cases cited in the prior paragraph.

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.

Because the IPI Amnesty case (which has concluded at all judicial levels except the Brazil Supreme Court) 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.

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.

These credits were recognized for inputs to certain manufacturing and other business processes.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

credits were recognized for inputs to certain manufacturing and other business processes.

These assessments are being challenged at the administrative and judicial levels in Brazil.

The total amount of outstanding tax assessments received for credits recognized for PIS/COFINS inputs is approximately 397 million Brazilian reais (approximately $ 64 million at December 31, 2024).

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

Based on the opinion of our tax and legal advisors, we have no t accrued any amount related to these assessments.

In addition to the BEFIEX, IPI tax credit and PIS/COFINS inputs matters noted above, other assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and other matters, are at various stages of review in numerous administrative and judicial proceedings.

We and other Brazil taxpayers have filed lawsuits in Brazil challenging DIFAL, an interstate tax equalization regime.

In November 2023, in a leading (non-Whirlpool) case, the Brazil Supreme Court issued a decision upholding the constitutionality of DIFAL levied for the majority of 2022, but has not yet ruled on the taxpayer's appeal motion.

Certain other DIFAL litigation remains pending at various levels of judicial review.

We have accrued amounts related to DIFAL levied in certain states in Brazil, but have not accrued amounts in certain others based on the opinion of our tax and legal advisors.

Our total unreserved amounts related to DIFAL-related contingency is approximately 315 million Brazilian reais (approximately $ 52 million at December 31, 2024).

In addition to the BEFIEX, IPI tax credit, PIS/COFINS inputs and DIFAL matters noted above, other assessments issued by the Brazilian tax authorities related to indirect and income tax matters, and other matters, are at various stages of review in numerous administrative and judicial proceedings.

We are vigorously defending our positions related to BEFIEX credits and other Brazil Tax Matters.

The amounts related to these assessments will continue to be increased by monetary adjustments at the Selic rate, which is the benchmark rate set by the Brazilian Central Bank.

In accordance with our accounting policies, we routinely assess these matters and, when necessary, record our best estimate of a loss.

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

Litigation is inherently unpredictable and the conclusion of these matters may take many years to ultimately resolve.

5 unchanged sentences

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 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

The Company was a former indirect minority shareholder of Alno AG, a longstanding trade customer that filed for insolvency protection in Germany.

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 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.

The second part of the FCA investigation, focused primarily on manufacturer interactions with retailers, has concluded.

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

On December 19, 2024, the FCA's college issued its final decision, setting the final fine amount at $ 75 million (based on exchange rates at December 31, 2024), with $ 46 million attributable to Whirlpool's France business and $ 29 million attributable to Indesit's France business.

The Company expects to pay Beko Europe approximately $ 52 million in the first half of 2025 to satisfy indemnification obligations related to this fine, with the remainder satisfied by cash provided in connection with transaction closing.

Under the terms of a settlement with Indesit's former owners, the Company expects to receive approximately $ 9 million out of escrow from the former owners in the first half of 2025.

The Company recorded a nominal amount in the fourth quarter of 2024 related to the decision, representing final fine amounts above the 2023 reserve offset by the escrow amounts from Indesit's former owners.

Grenfell Tower

1 unchanged sentence

authorities are conducting investigations, including regarding the cause and spread of the fire.

The model in question was manufactured by Indesit Company between 2006 and 2009, prior to Whirlpool's acquisition of Indesit in 2014.

The model in question was manufactured by Indesit Company between 2006 and 2009, prior to

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Whirlpool's acquisition of Indesit in 2014.

We are fully cooperating with the investigating authorities.

5 unchanged sentences

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

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.

In the fourth quarter of 2022, we accrued an immaterial amount related to these claims in our financial statements, and in 2024 we reached agreement with our insurers regarding coverage for all likely future financial obligations arising out of this incident.

Latin America Tax Review

4 unchanged sentences

Other Litigation

See Note 13 for information on certain U.S.

income tax litigation.

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 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Product Warranty Reserves

11 unchanged sentences

Total $ 196 $ 206

(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.

(1) Liabilities of our European major domestic appliance business were classified as held for sale through closing of the European major domestic appliance transaction on April 1, 2024.

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

As part of our ongoing effort to deliver quality products to consumers, we are currently investigating certain potential quality and safety issues globally.

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 necessary, we undertake to effect repair or

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

replacement of appliances in the event that an investigation leads to the conclusion that such action is warranted.

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 $ 1.9 billion at December 31, 2024 and $ 3.0 billion at December 31, 2023.

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)

Our total short-term outstanding bank indebtedness under guarantees (excluding those related to the European major domestic appliance business) was $ 12 million at December 31, 2024, and was $ 17 million at December 31, 2023.

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 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

4 unchanged sentences

The United States plans comprise the majority of our obligation.

All but one of these plans are frozen for all participants.

The primary formula for United States salaried employees covered under the qualified defined benefit plan and the unfunded, nonqualifed Retirement Benefits Restoration Plan was based on years of service and final average salary, while the primary formula for United States hourly employees covered under the defined benefit plans was based on specific dollar amounts for each year of service.

All of the United States plans are frozen for all participants, except for the Supplemental Executive Retirement Plan discussed below.

The primary formula for United States salaried employees covered under the qualified defined benefit plan and the unfunded, nonqualified Retirement Benefits Restoration Plan was based on years of service and final average salary, while the primary formula for United States hourly employees covered under the defined benefit plans was based on specific dollar amounts for each year of service.

There were multiple formulas for employees covered under the qualified and nonqualified defined benefit plans that were sponsored by Maytag, including a cash balance formula.

1 unchanged sentence

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

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

We sponsor an unfunded Supplemental Executive Retirement Plan in the United States that remains open to new participants and additional benefit accruals.

This plan is nonqualified and provides certain key employees additional defined pension benefits that supplement those provided by the Company's other retirement plans.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

A defined contribution plan is provided to all United States employees and is not classified within the net periodic benefit cost.

The Company provides annual match and automatic company contributions, in cash or Company stock, of up to 7 % of employees' eligible pay.

Our contributions during 2023, 2022 and 2021 were $ 87 million, $ 90 million and $ 91 million, respectively.

Our contributions during 2024, 2023 and 2022 were $ 80 million (the majority funded with Company stock), $ 87 million and $ 90 million, respectively.

We provide postretirement health care benefits for eligible retired employees in the United States, Canada and Brazil.

2 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.

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.

As of December 31, 2023, 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.

We reserve the right to modify these benefits in the future.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Defined Benefit - Pensions and Other Postretirement Benefit Plans

17 unchanged sentences

Amount recognized $ 1,233 $ 1,240 $ 23 $ 208 $ ( 16 ) $ ( 11 )

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Change in Benefit Obligation

11 unchanged sentences

Other adjustments — — — — — —

Transfer of benefits ( 71 ) — — — — —

Settlements / curtailment (gain) — — ( 3 ) ( 6 ) — —

7 unchanged sentences

The actuarial (gain) loss for all pension and other postretirement benefit plans in 2024 and 2023 was primarily related to a change in the discount rate used to measure the benefit obligation of those plans.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Change in Plan Assets

12 unchanged sentences

Reclassification of plan assets to held for sale (1)

— — — ( 379 ) — —

Fair value of plan assets, end of year $ 1,745 $ 1,980 $ 29 $ 29 $ — $ —

1 unchanged sentence

For additional information, see Note 16 to the Consolidated Financial Statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Components of Net Periodic Benefit Cost

20 unchanged sentences

Net periodic benefit cost (income) $ ( 3 ) $ 14 $ ( 1 ) $ 7 $ 13 $ ( 2 ) $ 5 $ ( 35 ) $ ( 41 )

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

During the fourth quarter of 2024, we transferred a portion of small-benefit retirees under the pension plan to an insurance company.

The liability and asset transfer was $ 71 million and did not have a material impact on the consolidated balance sheets as of December 31, 2024.

Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss) (Pre-Tax) in 2024

9 unchanged sentences

We amortize actuarial losses and prior service costs (credits) over a period of up to 15 years and 9 years, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Weighted-Average Assumptions used to Determine Benefit Obligation at End of Year

22 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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(1) Weighted-average assumptions for 2023 and 2022 include assumptions related to pension plans classified as held for sale.

Discount Rate

5 unchanged sentences

For foreign pension plans, the expected rate of return on plan assets was primarily determined by observing historical returns in the local fixed income and equity markets and computing the weighted average returns with the weights being the asset allocation of each plan.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Funding Policy

3 unchanged sentences

We pay for retiree medical benefits as they are incurred.

There have been no contributions to the pension trust for our U.S.

There have bee n no cont ributions to the pension trust for our U.S.

defined benefit plans during the twelve months ended December 31, 2024 and 2023.

3 unchanged sentences

Pension Benefits

2024 $ — $ 19

Expected Benefit Payments

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

2030-2034 $ 724 $ 27 $ 41

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 %

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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

The target allocation for our plans is approximately 25 % in growth assets and 75 % 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.

26 unchanged sentences

Equity securities (2)

companies — — — — — — — — — —

International companies 4 8 — — — — — — 4 8

6 unchanged sentences

— — — — — — 128 119 128 119

Short-term investment fund (4)

— — — — — — — — — —

International debt securities (5)

— — — — — — — — — —

International equity securities (5)

— — — — — — — — — —

Real estate (6)

— — — — — — — — — —

Limited partnerships (7)

private equity investments — — — — 6 15 — — 6 15

Diversified fund of funds — — — — — 1 — — — 1

Emerging growth — — — — — 2 — — — 2

3 unchanged sentences

(2) Valued using the closing stock price on a national securities exchange, which reflects the last reported sales price on the last business day of the year.

(3) Valued using the net asset value (NAV) of the fund, which is based on the fair value of underlying securities.

(3) Valued using the NAV of the fund, which is based on the fair value of underlying securities.

The fund primarily invests in a diversified portfolio of equity securities, fixed income debt securities and real estate issued by non-U.S.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(4) Common and collective trust funds valued using the NAV of the fund, which is based on the fair value of underlying securities.

(5) Fund of funds valued using the NAV of the fund, which is based on the fair value of underlying securities.

International debt securities includes corporate bonds and notes and government and government agency securities.

(6) Valued using the NAV of the fund, which is based on the fair value of underlying assets.

(7) Valued at estimated fair value based on the proportionate share of the limited partnership's fair value, as determined by the general partner.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)

3 unchanged sentences

Unrealized gain / (loss) (net) ( 5 )

Purchases ( 1 )

Settlements ( 8 )

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Fair value of plan assets $ 1,745 $ 1,980 $ — $ 1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

(9) HEDGES AND DERIVATIVE FINANCIAL INSTRUMENTS

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We do not require nor do we post collateral on such contracts.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Hedging Strategy

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We may enter into cross-currency interest rate swaps to manage our exposure relating to cross-currency debt.

Outstanding notional amounts of cross-currency interest rate swap agreements were $ 618 million and $ 618 million at December 31, 2023 and 2022, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Outstanding notional amounts of cross-currency interest rate swap agreements were $ 618 million at December 31, 2024, December 31 ,2023, and December 31, 2022.

We may enter into interest rate swap agreements to manage interest rate risk exposure.

2 unchanged sentences

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, 2023 and December 31, 2022.

There were no outstanding notional amounts of interest rate swap agreements at December 31, 2024 December 31, 2023 and December 31, 2022.

Net Investment Hedging

2 unchanged sentences

The remaining change in fair value of the hedge instruments represents the ineffective portion, which is immediately recognized in interest and sundry (income) expense on our Consolidated Statements of Income.

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 in 2022.

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

There were no outstanding hedges designated as net investment hedges at December 31, 2024, December 31, 2023 and December 31, 2022.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Net Investment Hedging

The following table summarizes our outstanding derivative contracts and their effects on our Consolidated Balance Sheets at December 31, 2024 and 2023.

Hedge assets and liabilities of our European major domestic appliance business have been classified as held for sale and are excluded from the table below.

Hedge assets and liabilities of our European major domestic appliance business were classified as held for sale through closing of the European major domestic appliance transaction on April 1, 2024 and are excluded from the table below.

Fair Value of Type of

17 unchanged sentences

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

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7 unchanged sentences

Cross-currency swaps (5)

Interest rate derivatives — 56

Net investment hedges

Foreign currency — ( 26 )

$ 133 $ ( 100 )

5 unchanged sentences

Cash Flow Hedges - Millions of dollars 2024 2023

Commodity swaps/options (3)

Cost of products sold $ ( 15 ) $ 39

Commodity swaps/options Cost of products sold $ 1 $ ( 15 )

Foreign exchange forwards/options Net sales 1 ( 2 )

11 unchanged sentences

The tax impact of the cash flow hedges was $( 26 ) million and $ 17 million in 2024 and 2023, respectively.

The tax impact of the net investment hedges was $ 0 million and $ 6 million in 2023 and 2022, respectively.

(4) Change in gain (loss) reclassified from OCI into earnings (effective portion) was primarily driven by fluctuations in currency and commodity prices and interest rates compared to prior year.

25 unchanged sentences

The non-recurring fair values represent only those assets whose carrying values were adjusted to fair value during the reporting period.

There were no goodwill or intangible asset impairment charges recorded in 2023.

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

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.

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

We used a discounted cash flow analysis to determine fair value (Level 3 input) of our goodwill.

In performing our quantitative assessment of goodwill, we estimated each reporting unit's fair value using a blend of the income and market approaches.

The income approach uses the reporting unit's projections of estimated operating results and cash flows that are discounted using a market participant discount rate based on the weighted-average cost of capital.

The main assumptions supporting the cash flow projections include revenue growth, EBIT margins and discount rate.

The market approach used market multiples derived from a set of comparable companies.

During the second quarter of 2022, the discounted cash flow analysis for the quantitative impairment assessment for the EMEA reporting unit utilized a discount rate of 15 %.

Based on the quantitative assessment performed as of May 31, 2022, the carrying value of the EMEA reporting unit exceeded its fair value resulting in a goodwill impairment loss for the full carrying amount of $ 278 million during the second quarter of 2022 and for the twelve months ended December 31, 2022.

Based on that assessment, the carrying value of the EMEA reporting unit exceeded its fair value resulting in a goodwill impairment loss for the full carrying amount of $ 278 million during the second quarter of 2022 and for the twelve months ended December 31, 2022.

There were no goodwill impairment charges recorded in 2024 or 2023.

Other Intangible Assets

In performing a quantitative assessment of indefinite-lived intangible assets other than goodwill, primarily trademarks, we estimate the fair value of these intangible assets using the relief-from-royalty method which requires assumptions related to projected revenues from our annual long-range plan;

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

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

The results of the annual assessment performed as of October 1, 2024 determined that the carrying value of our

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Maytag trademark exceeded its fair value (Level 3 input) by $ 381 million.

A discount rate of 12.5 % and a royalty rate of 4.0 % were utilized in that assessment.

The brand has been unfavorably impacted as Whirlpool has refocused its brand strategy to the laundry category.

The relief-from-royalty method for the quantitative impairment assessment for other intangible assets in the EMEA reporting unit during the second quarter of 2022 utilized discount rates of 19 % and royalty rates ranging from 1.5 % - 3.5 %.

1 unchanged sentence

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

1 unchanged sentence

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

Under the terms of the agreement, Whirlpool agreed to contribute its European major domestic appliance business, and Arcelik agreed to contribute its European major domestic appliance, consumer electronics, air conditioning, and small domestic appliance businesses into the newly formed entity of which Whirlpool owns 25 % and Arcelik 75 %.

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.

2 unchanged sentences

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.

During the first quarter of 2024, the fair value of the disposal group was updated based on working capital adjustments, cash flow assumptions, and changes in discount rates.

This updated assessment resulted in an estimated fair value of $ 227 million as of March 31, 2024, which consists of $ 186 million related to fair value of retained interest in Beko Europe B.V.

("Beko") and $ 41 million of proceeds from the sale of our Middle East and North Africa ("MENA") business.

Subsequent to closing of the transaction, the Company holds an equity interest of 25 % in Beko.

The discounted cash flow analysis utilized a discount rate of 15.5 %.

During the twelve months ended December 31, 2024, we recorded a loss of $ 298 million to the loss on sale and disposal of businesses.

The transaction closed on April 1, 2024 and no material fair value adjustments were recorded during the twelve months ended December 31, 2024 related to the contribution of our Europe major domestic appliance business.

The loss of $ 298 million recorded during the twelve months December 31, 2024 reflects reassessment of the fair value less costs to sell of the disposal group, provisions for tax related indemnities and transaction costs.

See Note 16 to the Consolidated Financial Statements for additional information.

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

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

InSinkErator Acquisition

On October 31, 2022, we completed the acquisition of the InSinkErator business pursuant to the terms of the purchase agreement with Emerson.

The acquisition has been accounted for as a business combination under the acquisition method of accounting.

On October 31, 2022, we completed the acquisition of the InSinkErator business pursuant to the terms of the purchase agreement with Emerson Electric Co.

The acquisition was accounted for as a business combination under the acquisition method of accounting.

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 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 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.

The model used primarily included Level 2 and 3 inputs.

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.

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

See Note 16 to the Consolidated Financial Statements for additional information.

5 unchanged sentences

See Note 16 to the Consolidated Financial Statements for additional information.

Elica PB India Acquisition

As of September 30, 2021, the Company consolidated Elica PB India.

As a result, the previously held equity interest of 49 % was remeasured at a fair value of $ 74 million (Level 2 input) on the acquisition date, resulting in an implied fair value of approximately $ 150 million.

For additional information, see Note 1 to the Consolidated Financial Statements.

Whirlpool China Equity Method Investment

During the second quarter of 2021, the partial tender offer for Whirlpool China was completed and the entity was deconsolidated.

Subsequent to the share transfer, which was completed on May 6, 2021, the Company holds an equity interest of approximately 20 % in Whirlpool China.

The fair value of the retained investment in Whirlpool China at the date of deconsolidation was calculated based on the Whirlpool China stock price (Level 1 input), the portion of interest retained and the shares outstanding, resulting in a fair value of $ 214 million.

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

Turkey Subsidiary Divestment

During the second quarter of 2021, we entered into a share transfer agreement to sell our Turkish subsidiary and the sale was completed on June 30, 2021.

Fair value was calculated based on the cash purchase price, subject to customary adjustments at closing (Level 2 input), and we recorded a loss on sale and disposal of businesses of $ 40 million for the write-down of the assets to the fair value of $ 111 million.

An immaterial adjustment to the loss on sale and disposal of business was recorded in the third quarter of 2021.

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

Other Fair Value Measurements

The fair value of long-term debt (including current maturities) was $ 6.2 billion and $ 6.9 billion at December 31, 2024 and 2023, 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

Comprehensive Income (Loss)

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.

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, (4) changes in our unrecognized pension and other postretirement benefits, and (5) our proportionate share of equity method investee adjustments.

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, 2022, 2023, and 2024, and the activity for the years then ended:

25 unchanged sentences

Other comprehensive income (loss) available to Whirlpool ( 29 ) 57 10 38

Sale of minority interest in subsidiary 18 — — 18

MDA Europe deconsolidation 442 — 135 577

December 31, 2024 $ ( 822 ) $ 68 $ ( 791 ) $ ( 1,545 )

13 unchanged sentences

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, 2023, we did not repurchase any shares under the share repurchase programs.

During the twelve months ended December 31, 2024, we repurchased 456,000 shares under the share repurchase program at an aggregate price of approximately $ 50 million.

At December 31, 2024, there were approximately $ 2.5 billion in remaining funds authorized under these programs.

45 unchanged sentences

Exercisable at December 31 751 $ 169.86

The total intrinsic value of stock options exercised was $ 0.3 million , $ 2.0 million and $ 121.0 million for 2023, 2022, and 2021, respectively.

The related tax benefits wer e $ 0.1 million , $ 0.3 million and $ 23.0 million for 2023, 2022, and 2021, respectively.

Cash received from the exercise of stock options was $ 3 million , $ 4 million, and $ 77 million for 2023, 2022, and 2021, respectively.

The total intrinsic value of stock options exercised was immaterial for the periods presented.

The related tax benefits and cash received from the exercise of stock options was also immaterial for the periods presented.

The table below summarizes additional information related to stock options outstanding at December 31, 2024:

27 unchanged sentences

In 2024, 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.

(13) 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 March 2024, the Company committed to workforce reduction plans in the United States and globally, in an effort to reduce complexity and simplify our organizational model after the European major domestic appliance transaction.

The workforce reduction plans included involuntary severance actions as of the end of the first quarter of 2024.

Total costs for these actions were $ 21 million, of which we incurred $ 14 million in employee termination costs and $ 7 million other associated costs.

The majority of these costs resulted in cash settlements in 2024;

the remainder will be paid in 2025.

During the second quarter of 2024, the Company evaluated additional restructuring actions as part of the Company's organizational simplification efforts.

Total costs for these actions were $ 58 million, which were primarily employee termination costs.

The majority of these costs resulted in cash settlements in 2024;

the remainder will be paid in 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following tables summarize the changes to our restructuring liability during the twelve months ended December 31, 2024:

Millions of Dollars December 31, 2023

Charge to Earnings Cash Paid Non-Cash and Other December 31, 2024

Employee Termination $ 3 $ 62 $ ( 59 ) $ ( 2 ) $ 4

Other exit costs — 17 ( 10 ) ( 5 ) $ 2

Total $ 3 $ 79 $ ( 69 ) $ ( 7 ) $ 6

The following table summarizes 2024 restructuring charges by operating segment:

Millions of dollars 2024 Charges

MDA North America 31

MDA Latin America 23

Corporate / Other 14

Restructuring expense was not material for the twelve months ended December 31, 2023 and December 31, 2022, respectively.

(14) INCOME TAXES

Income tax expense was $ 10 million, $ 77 million, and $ 265 million in 2024, 2023 and 2022, respectively.

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 decrease in tax expense in 2024 compared to 2023 includes lower earnings and legal entity restructuring tax benefits related to simplifying our legal entity structure in 2024 to reduce administrative costs associated with the prior structure.

The completion of the restructuring in 2024 created a tax deductible loss which was recognized in 2024 and resulted in a $ 721 million net tax benefit partially offset by increases in valuation allowances and the divestiture tax impact.

The change in tax expense in 2023 compared to 2022 includes legal entity restructuring tax benefits, related to simplifying the 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 $ 170 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)

7 unchanged sentences

government tax incentives ( 19 ) ( 20 ) ( 19 )

Foreign government tax incentives ( 30 ) ( 23 ) ( 23 )

Foreign government tax incentives, including BEFIEX ( 31 ) ( 30 ) ( 23 )

Foreign tax rate differential 26 41 ( 3 )

4 unchanged sentences

tax on foreign dividends and subpart F income ( 57 ) 36 22

Settlements and changes in unrecognized tax benefits 43 3 100

Settlement of global tax audits 32 43 3

Changes in enacted tax rates 10 1 ( 2 )

Nondeductible loss on sale and disposal of businesses 5 421 —

Nondeductible loss on sale 56 5 421

Nondeductible fines and penalties — 18 59

Nondeductible goodwill impairments — 59 —

Legal entity debt restructuring ( 3 ) — ( 159 )

1 unchanged sentence

Legal entity restructuring tax impact ( 721 ) ( 170 ) —

Expiration/Forfeiture of net operating losses 143 5 —

Foreign currency impacts 33 ( 23 ) ( 23 )

Non-deductible expenses 46 31 22

Other items, net 5 10 ( 39 )

13 unchanged sentences

The Company had cash and cash equivalents of approximately $ 1.3 billion at December 31, 2024, of which approximately $ 1.1 billion was held by subsidiaries in foreign countries.

Our intent is to permanently reinvest substantially all of these funds outside of the United States and our current plans do not demonstrate a need to repatriate the cash to fund our U.S.

However, if these funds were repatriated, they would likely not be subject to United States federal income tax

Certain funds outside of the United States could be repatriated to fund our U.S.

If these funds were

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

under the previously taxed income or the dividend exemption rules.

We would likely be required to accrue and pay United States state and local taxes and withholding taxes payable to various countries.

It is not practicable to estimate the tax impact of the reversal of the outside basis difference, or the repatriation of cash due to the complexity of its hypothetical calculation.

repatriated, they would likely not be subject to United States federal income tax under the previously taxed income or the dividend exemption rules.

However, we would likely be required to accrue and pay United States state and local taxes and withholding taxes payable to various countries.

The Company has included an estimate of $ 15 million of income tax expense in 2024 as an estimate of this hypothetical tax obligation.

Valuation Allowances

At December 31, 2024, we had net operating loss carryforwards of $ 3.8 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.

state net operating loss carryforwards, compared to $ 5.4 billion and $ 1.2 billion at December 31, 2023, respectively.

The decrease in net operating loss carryforwards was primarily driven by the legal entity restructuring actions in 2024.

Of the total net operating loss carryforwards at December 31, 2024, $ 1.1 billion do not expire, with substantially all of the remaining carryforwards expiring in various years through 2043.

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Our recorded valuation allowance was $ 490 million at December 31, 2023 and consisted of $ 393 million of net operating loss carryforward deferred tax assets and $ 97 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 $ 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.

The increase in our valuation allowance was primarily driven by the European major domestic appliance business transaction.

Net operating loss carryforwards in 2023 of $ 2.1 billion related 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 were transferred to assets held for sale in the fourth quarter of 2023.

For additional information, see Notes 10 and 16 to the 2023 Consolidated Financial Statements.

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Inventory Reserves — ( 3 )

Other 238 168

Total deferred tax liabilities $ 605 $ 1,078

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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.

We have no CAMT liability nor related deferred tax asset carryforward as of December 31, 2024.

Unrecognized Tax Benefits

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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.

Interest and penalties associated with unrecognized tax benefits resulted in a net expense of $ 14 million, net benefit of $ 12 million and net expense of $ 24 million in December 31, 2024, 2023 and 2022, respectively.

We have accrued a total of $ 53 million, $ 78 million and $ 90 million at December 31, 2024, 2023 and 2022, respectively.

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We are no longer subject to any significant tax disputes (including audits, appeals and litigation) for the years before 2012 relating to US Federal income taxes and for the years before 2003 relating to any state, local or foreign income taxes.

Other Income Tax Matters

During its examination of Whirlpool’s 2009 U.S.

federal income tax return, the IRS asserted that income earned by a Luxembourg subsidiary via its Mexican branch should be recognized as income on its 2009 U.S.

federal income tax return.

The Company believed the proposed assessment was without merit and contested the matter in United States Tax Court (US Tax Court).

Both Whirlpool and the IRS moved for partial summary judgment on this issue.

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.

Tax Court decision (the "Ruling").

The Company recorded a reserve of $ 98 million in the fourth quarter of 2021, which represents the expected increase in the Company’s net income tax expense, plus interest, for 2009 through 2019, which represents all of the Company’s tax years that were affected by the Ruling.

On January 20, 2022, the Company filed a petition for rehearing with the Sixth Circuit, which was denied on March 2, 2022.

On June 30, 2022, the Company filed a petition for certiorari with the U.S.

Supreme Court, which was denied on November 21, 2022.

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

(15) SEGMENT INFORMATION

Our reportable segments are based upon geographic region and are defined as North America, EMEA, Latin America and Asia.

These regions also represent our operating segments.

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

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.

Beginning 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 operational performance and allocates resources in accordance with ASC 280, Segment Reporting.

Our reportable segments consist of Major Domestic Appliances ("MDA") North America;

MDA Europe, MDA Latin America;

and Small Domestic Appliances ("SDA") Global.

All prior period amounts have been reclassified to conform with current period presentation.

The MDA Europe business was deconsolidated upon the completion of the European contribution agreement transaction with Arcelik as of April 1, 2024.

For additional information see Note 16 to the Consolidated Financial Statements.

The chief operating decision maker (CODM), who is the Company's Chairman and Chief Executive Officer, evaluates operational performance based on each segment's earnings (loss) before interest and taxes (EBIT).

We define EBIT as operating profit less interest and sundry (income) expense and excluding restructuring costs, asset impairment charges and certain other items, if any, that management believes are not indicative of the region's ongoing performance .

Cost of products sold is the significant expense regularly reviewed by the CODM and consists of costs associated with products sold, including but not limited to materials, labor, freight and warehousing.

Other segment expenses/ (income) primarily include selling, general and administrative items.

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 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.

Sales to Lowe's, a North American retailer, represented approximately 13 %, 14 %, and 13 % of our consolidated net sales in 2023, 2022 and 2021, respectively.

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

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.

The following table summarizes the countries that represent at least 10% of consolidated long-lived assets for the years ended December 31, 2023 and 2022.

Long-lived assets includes property, plant and equipment and right-of-use assets at December 31, 2023 and 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 Mexico All Other Countries Total

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

Intersegment sales are eliminated within each segment.

The table below summarizes performance by operating segment for the periods presented:

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

OPERATING SEGMENTS

Millions of dollars North

America EMEA Latin

America Asia Other/

Millions of dollars MDA North

America MDA Latin America MDA Asia MDA Europe (1)

SDA Global Other/

Eliminations Total

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2022 10,762 3,079 1,031 3,779 1,073 — 19,724

Intersegment sales

Cost of Products Sold

2024 $ 8,784 $ 2,966 $ 914 $ 726 $ 659 $ ( 23 ) $ 14,026

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2022 8,880 2,634 890 3,584 692 ( 29 ) 16,651

Depreciation and amortization

Other segment expenses/(income)

2024 $ 787 $ 287 $ 101 $ 87 $ 209 $ 1,047 $ 2,518

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2022 1,179 184 37 ( 92 ) 193 ( 2,557 ) ( 1,056 )

Intersegment sales

2024 $ 117 $ 1,224 $ 43 $ 23 $ 13 $ ( 1,420 ) $ —

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2022 261 1,494 42 85 — ( 1,882 ) —

2024 $ 9,693 $ 3,813 $ 1,147 $ — $ 1,087 $ 561 $ 16,301

2023 10,216 4,037 1,054 685 1,134 186 17,312

2022 10,130 3,522 1,036 2,553 1,102 ( 1,219 ) 17,124

Capital expenditures

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2022 218 121 27 127 25 52 570

Depreciation and amortization

2024 $ 175 $ 63 $ 19 $ — $ 17 $ 59 $ 333

2023 200 66 21 — 13 61 361

2022 189 65 20 132 11 58 475

(1) MDA Europe consisted of our European major domestic appliance business which was contributed to Beko Europe as of April 1, 2024.

See Note 16 to the Consolidated Financial Statements for additional information on the transaction.

Sales to Lowe's, a North American retailer, represented approximately 13 %, 13 %, and 14 % of our consolidated net sales in 2024, 2023 and 2022, respectively.

Lowe's represented approximately 38 % and 38 % of our consolidated accounts receivable as of December 31, 2024 and 2023, respectively.

The United States individually comprised at least 10% of consolidated net sales in 2024, 2023 and 2022 in the amounts of $ 10.1 billion, $ 10.5 billion and $ 10.5 billion, respectively.

Brazil individually comprised at least 10% of consolidated net sales in 2024 in the amount of $ 2.5 billion.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

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.

The following table summarizes the countries that represent at least 10% of consolidated long-lived assets for the years ended December 31, 2024 and 2023.

Long-lived assets includes property, plant and equipment and right-of-use assets at December 31, 2024 and 2023.

Millions of dollars United States Mexico All Other Countries Total

Long-lived assets $ 1,986 $ 522 $ 607 $ 3,115

Millions of dollars United States Mexico All Other Countries Total

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

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

For additional information, see Notes 10 and 16 to the Consolidated Financial Statements.

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Items not allocated to segments:

Restructuring costs $ ( 16 ) $ ( 21 ) $ ( 38 )

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

Gain (loss) on sale and disposal of businesses ( 106 ) ( 1,869 ) 107

Restructuring charges $ ( 79 ) $ ( 16 ) $ ( 21 )

(Loss) gain on sale and disposal of businesses ( 264 ) ( 106 ) ( 1,869 )

Impairment of goodwill, intangibles and other assets ( 381 ) — ( 396 )

Product warranty and liability income (expense) — — 9

Equity method investment income (loss) ( 107 ) ( 22 ) ( 16 )

Legacy EMEA legal matters 2 ( 94 ) —

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Net earnings (loss) available to Whirlpool $ ( 323 ) $ 481 $ ( 1,519 )

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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European Major Domestic Appliance Business Held for Sale

On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik B.V.

On January 16, 2023, Whirlpool entered into a contribution agreement with Arçelik A.S.

(“Arcelik”) to carve out and contribute our major domestic appliance European business operations into a newly formed European appliance company which constitutes a combination of Arcelik’s and Whirlpool's European businesses.

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

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

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.

On June 22, 2023, Whirlpool entered into a share purchase agreement with Arcelik for the sale of our 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 disposal group 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 $ 1.5 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.

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.

On April 1, 2024, the parties closed the aforementioned contribution transaction and MENA sale.

Upon closing in the second quarter of 2024, the transaction resulted in the deconsolidation of the European major appliances and MENA businesses.

Whirlpool owns approximately 25 % and Arcelik owns approximately 75 % of the European appliance company ("Beko Europe").

In connection with the transactions, 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 of other comprehensive loss on pension and $ 18 million of other transaction related costs.

No goodwill was included in the disposal group.

We recorded adjustments of $ 298 million and $ 106 million for the twelve months ended December 31, 2024 and December 31, 2023, respectively, resulting in a total loss of $ 1.9 billion for the transaction.

These adjustments are recorded in the loss on sale and disposal of businesses and reflect ongoing reassessment of the fair value less costs to sell of the disposal group, transaction costs and provision for tax related indemnities recorded at closing of the transaction.

Both Whirlpool and Arcelik retain an option for Arcelik to purchase the remaining equity interest in Beko for fair value, which could be material to the financial statements of the Company, depending on the performance of the business.

The European disposal group was deconsolidated as of April 1, 2024.

The following table presents the carrying amounts of the major classes of the disposal group's assets and liabilities as of December 31, 2024 and 2023, respectively.

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Noncurrent liabilities

Long-term debt — 2

Pension benefits — 168

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table summarizes European major appliances business' earnings (loss) available to Whirlpool before income taxes for the twelve months ended December 31, 2023, 2022 and 2021, respectively:

The European disposal group was deconsolidated as of April 1, 2024.

The following table summarizes the European major appliances business' earnings (loss) available to Whirlpool before income taxes for the twelve months ended December 31, 2024, 2023 and 2022, respectively:

Twelve Months Ended December 31,

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Earnings (loss) before income taxes excludes intercompany other income and expense which eliminates at Total Whirlpool level.

Additionally, the EMEA operating segment includes other businesses which are not classified as held for sale.

Latin America 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 and the transaction closed on July 1, 2024.

The Company received proceeds of approximately 294 million Brazilian reais (approximately $ 52 million at the date of transaction) and recorded a gain of approximately $ 34 million during the third quarter of 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, 2024 and December 31, 2023, respectively, were immaterial.

The disposal group's earnings (loss) available to Whirlpool before income taxes for the twelve months ended December 31, 2024, and December 31, 2023, respectively, were also immaterial.

Whirlpool India share sale

On November 30, 2023, the Company announced its intention to enter into one or more transactions to sell up to 24 % of the outstanding shares of its publicly listed Whirlpool of India Limited subsidiary ("Whirlpool India") in 2024, and to retain a majority interest following completion of the sale.

On February 20, 2024, the Company's wholly-owned subsidiary, Whirlpool Mauritius Limited ("Seller"), executed the sale of 30.4 million equity shares of Whirlpool India via an on-market trade.

The sale, which was accounted for as an equity transaction, reduced Seller's ownership in Whirlpool India from 75 % to 51 %, and generated proceeds of $ 462 million on settlement.

InSinkErator Acquisition

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

Purchase Price Allocation

The acquisition has been accounted for as a business combination under the acquisition method of accounting.

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 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

Cash and cash equivalents $ 7

Receivables, net 74

Inventories 93

Other current assets 1

Property, plant and equipment, net 173

Goodwill 1,153

Other intangible assets 1,630

Other assets 10

Accounts payable 49

Accrued expenses 26

Other current liabilities 34

Deferred income taxes 1

Other long-term liabilities 10

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.

The estimated fair value of the identifiable intangible assets acquired, their useful life and the related valuation methodology are as follows:

Millions of dollars Preliminary Fair Value Estimated Useful Life Valuation

Preliminary fair value of intangible assets acquired:

Trademarks $ 1,300 Indefinite Relief-from-royalty

Customer relationships 330 16 years Multi-period excess earnings /

with and without method

Intangible assets acquired $ 1,630

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

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

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.

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.

Goodwill of $ 1.1 billion which is not deductible for tax purposes, arose from this transaction and is allocated to the MDA 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 Statements of Income (Loss).

Pro Forma Financial Information

The following table provides pro forma results of Whirlpool's operations for the years ended December 31, 2022 and 2021, as if InSinkErator had been acquired as of January 1, 2021.

The pro forma results are not necessarily indicative of the results that would have occurred if the acquisition had occurred on the dates indicated or that may result in the future.

Year ended December 31,

Millions of dollars 2022 2021

Net Sales $ 20,246 $ 22,565

Net earnings available to Whirlpool $ ( 1,493 ) $ 1,716

These pro forma amounts have been calculated applying the company’s accounting policies and making certain adjustments, which primarily include:

(i) depreciation adjustments relating to fair value step-ups to property, plant and equipment;

(ii) amortization adjustments relating to fair value estimates of acquired intangible assets;

(iii) incremental interest expense associated with the $ 2.5 billion term loan borrowing to fund the acquisition and amortization of related debt issuance costs;

and (iv) transaction and debt financing related costs of approximately $ 44 million recorded in selling, general and administrative expense.

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 Russia business to Arçelik A.Ş.

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

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 Arcelik, subject to customary conditions at closing.

The sale included the entirety of the Company’s operations in Russia, including the Company’s manufacturing facility in Lipetsk, Russia, and the sales organization in Moscow, Russia, as well as sales operations in Kazakhstan and other select CIS countries.

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

The loss includes a charge of $ 333 million for the write-down of the net assets of the disposal group to fair value and $ 13 million of cumulative currency translation adjustments.

The loss included a charge of $ 333 million for the write-down of the net assets of the disposal group to fair value and $ 13 million of cumulative currency translation adjustments.

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.

1 unchanged sentence

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

Whirlpool China Divestment

On August 25, 2020, Guangdong Galanz Household Appliances Manufacturing Co., Ltd.

(“Galanz”) announced its intention to pursue a tender offer for majority control of Whirlpool China Co.

(“Whirlpool China”), a majority-owned subsidiary of the Company with shares listed on the Shanghai Stock Exchange.

In its announcement, Galanz noted that it expected to offer RMB 5.23 per share (approximately $ 0.76 per share as of August 25, 2020) to obtain no less than 51 % and no more than 61 % of Whirlpool China’s outstanding shares.

This share price offer was equal to the daily weighted average trading price for Whirlpool China stock over the 30 trading days prior to the announcement.

In the first quarter of 2021, our Board of Directors approved the sale of Whirlpool China, which was reported within our Asia reportable segment and met the criteria for held for sale accounting during the first quarter of 2021.

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

On May 6, 2021, the tender offer was completed and the share transfer was executed for a consideration of RMB 1.25 billion (approximately $ 193 million on the date of completion).

Subsequent to the share transfer, the Company holds an equity interest of 20 % in Whirlpool China.

In connection with the sale, we recorded a gain, net of transaction and other costs, of $ 284 million during the second quarter of 2021.

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.

The fair value of the interest retained was based on the ownership amount and the stock price of Whirlpool China as of the closing date of the transaction and we account for the remaining minority interest under the equity method of accounting as of June 30, 2021.

Earnings before income taxes prior to the share transfer of Whirlpool China were not material to the Company for the periods presented.

Turkey Subsidiary Divestment

On May 17, 2021, we entered into a share transfer agreement with Arcelik to sell our Turkish subsidiary for a cash purchase price of € 78 million (approximately $ 93 million as of June, 30 2021), subject to customary adjustments at closing.

On June 30, 2021, we completed the sale of the Turkish subsidiary.

In connection with the sale, we recorded a loss on disposal of $ 164 million as of June 30, 2021.

The loss includes a charge of $ 40 million for the write-down of the assets of the disposal group to fair value and allocated goodwill, and $ 124 million of cumulative foreign currency translation adjustments included in the carrying amount of the disposal group.

During the third quarter of 2021, amounts for working capital and other customary post-closing adjustments were finalized and an additional $ 13 million loss related to the sale of business was recorded.

The Turkish subsidiary, whose primary asset was a manufacturing plant, was reported within our EMEA reportable segment.

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

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

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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